TCR_Public/040312.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, March 12, 2004, Vol. 8, No. 51

                           Headlines

3D SYSTEMS: Remedies Covenant Defaults Under Wells Fargo Agreement
ADELPHIA BUSINESS: Wants Court Nod for ACOM Settlement Pacts
ADELPHIA COMMS: US Trustee Amends Unsecured Creditors' Committee
AMERICA WEST: Files Shelf Registration Statement with SEC
ANC RENTAL: Deutsche Bank Demands Payment of $5.25M Admin. Claim

AQUILA INC: Posts Net Losses Reflecting Continued Restructuring
CALPINE: Completes Tender Offer for 4% Convertible Senior Notes
CALUMET DISTRIBUTION: Case Summary & Largest Unsecured Creditors
CHYPS CBO: Fitch Affirms & Downgrades 1999-1 Note Classes
COMM 2001-FL5: Fitch Takes Rating Actions on Various Notes Classes

CORRPRO COS.: Institutional Shareholder Backs Refinancing Plan
COVANTA: New Covanta Lake II Creditors Obtain April 3 Bar Date
COVANTA ENERGY: Exits Bankruptcy After Danielson Acquisition
DESERT HOT SPRINGS: Tranzon to Help City Ease Financial Woes
DILLARD'S INC: BB-Rated Retailer Releases Fourth Quarter Results

DR. BARNES' EYECENTER: Case Summary & Largest Unsecured Creditors
DYNAMIC TOURS: Case Summary & 20 Largest Unsecured Creditors
DYNEGY INC: Ranks No. 5 in Zacks' List of Stocks to Sell Now
EMAGIN CORPORATION: Susan Jones Discloses 5.73% Equity Stake
ENRON: Inks Stipulations Allowing Direct Solicitation of Votes

ENRON: Registers with SEC as Public Utility Holding Company
ENRON: SEC Gives Formal Stamp of Approval to Chapter 11 Plan
ENRON: Secures SEC Nod to Allow Northern Border's Distributions
FREESTAR TECHNOLOGY: Delays Filing of December Quarter Results
GARDEN RIDGE: Turns to Jefferies & Company for Financial Advice

GLIMCHER REALTY: Board Declares Q1 Dividends Payable on April 15
GLOBAL CROSSING: Publishes Fourth Quarter & Year-End 2003 Results
GMAC COMM'L: S&P Cuts Series 2001-C1 Notes to Low-B & Junk Levels
GMAC COMM'L: Fitch Takes Rating Actions on Series 2000-C2 Notes
GOLDMAN SACHS: S&P Affirms Rating on Class B Notes at B-

GRANDE COMMS: S&P Rates $136 Million Senior Secured Notes at CCC+
GREY WOLF: S&P Affirms BB- Rating & Revises Outlook to Negative
HEALTHSOUTH: Names Diane Munson as Outpatient Rehab Unit President
HOST MARRIOTT: S&P Assigns Low-B Rating to Proposed Sr. Debentures
HUGHES ELEC.: GM Investment Funds Panel Reports 19.7% Equity Stake

INTEGRATED HEALTH: IHS Liquidating Avoids Wind-Up Obligations
J.L. FRENCH: December 2003 Stockholders' Deficit Widens to $418MM
KANSAS CITY: S&P Assigns BB+ Rating to $250 Mill. Credit Facility
KENNEDY MANUFACTURING: Retains Taft Stettinius as Attorneys
KMART CORP: Asks Court to Disallow Amended and Superseded Claims

LES BOUTIQUES: Closes Sale of Victoire & Moments Lingerie Shops
LIVING WORD FAITH: Case Summary & 2 Largest Unsecured Creditors
LTV: Administrative Panel Gets Okay to Tap Deloitte's Services
LUCENT TECH: S&P Raises Corporate Credit Rating to B After Review
MEDICAL PROFESSIONAL: S&P Drops Counterparty Credit Rating to BBpi

MERIT SECURITIES: Fitch Ratchets Class B-1 Notes Rating to BB-
METALS USA: Brandywine Asset Management Has 5.83% Equity Stake
MIRANT CORP: Brings-In PricewaterhouseCoopers as Audit Consultant
MITEC: Underwriters Exercise Option to Buy $2.1 Mil. in Stock
NATIONAL BENEVOLENT: Gets Nod to Tap Weil Gotshal as Attorney

NATIONAL ENERGY: Debtor Restates Operating Revenues and Expenses
NET PERCEPTIONS: Board Rejects Revised Obsidian Exchange Offer
NEW CONSTRUCTION: Employing Gary & Goodman as Bankruptcy Counsel
NORSKE SKOG: Caps Price on $250 Million Senior Debt Offering
OAKWOOD HOMES: Creditors' Ballots are Due by 4:00 p.m. Today

OMEGA HEALTHCARE: Re-Leases 5 Nursing Facilities & Sells Iowa Unit
OWENS: Committee Retains Dehay & Elliston as Asbestos Counsel
PARMALAT GROUP: Gets Go-Signal to Honor U.S. Milk Supplier Claims
PARMALAT GROUP: Obtains Court Nod to Pay U.S. Employee Obligations
PEABODY ENERGY: Launches Common Stock & Senior Debt Offering

PETRACOM MEDIA: Case Summary & 48 Largest Unsecured Creditors
PHARMA SERVICES: S&P Rates $125 Million Senior Discount Notes at B
PHELPS DODGE: Completes Tender Offers & $150MM Senior Debt Issue
PLANVISTA CORP: NCR Pension Trust Owns 5.67% Equity Stake
REEVES COUNTY: Fitch Places Junk Certificates Rating on Watch Pos.

ROBERTS DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
ROYAL OLYMPIC: Olympia Explorer & Olympia Voyager to Be Auctioned
SEMCO ENERGY: Names George Schreiber, Jr. as President and CEO
SLMSOFT INC: Infocorp Completes Conversion of Debt to Equity
SMTC CORP: December Balance Sheet Upside Down by $21.3 Million

SMTC CORPORATION: Appoints J.E. Caldwell as New Board Chairman
SPEIZMAN: Lonati & SouthTrust Agree to Forbear Until May 7, 2004
SPHERION CORP: Looks for New CEO as Cinda A. Hallman Retires
SPIEGEL GROUP: Court Clears New Donnelley Service Agreement
SOUTHWEST RECREATIONAL: Gets Nod to Tap Trumbull as Claims Agent

SUN HEALTHCARE: Auditors Remove Going Concern Qualification
TECH DATA: Fourth-Quarter 2004 Results Swing to Positive Zone
TOYS R US: S&P Lowers Debt Ratings to BB Following Interim Review
TRINITY INDUSTRIES: Completes Debt Financing Transactions
UAL CORP: Flight Attendants Staging Protests in 3 Airports Today

UNION ACCEPTANCE: Says $65MM Confirmed Debt Not Likely to be Paid
UNITED AIRLINES: Has Until April 7, 2004 to File Chapter 11 Plan
UNIVERSAL HEALTH: Ranks No. 5 in Zacks' List of Stocks to Sell Now
US AIRWAYS: Resolves Connecticut Revenue Department's Tax Claims
V-NET BEVERAGE: Bankruptcy Case Dismissed & Retires 240 Mil Shares

WADDINGTON NORTH AMERICA: S&P Assigns B Corporate Credit Rating
WARNACO GROUP: Names Robert Mazzoli as CK Chief Creative Officer
WEIRTON STEEL: Pushing for Approval of $6.3 Million Break-Up Fee

* Penn. Gov. Rendell Urges Senate to Reinstate Waste Clean Up Fund
* London Meeting to Draw Insurance Executives from 50 Countries

* BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
               and Other Disasters

                           *********

3D SYSTEMS: Remedies Covenant Defaults Under Wells Fargo Agreement
------------------------------------------------------------------
3D Systems Corporation (Nasdaq:TDSC) announced that its revenues
grew 10% to $35.2 million in the fourth quarter of 2003 compared
to the 2002 period, reversing five previous quarters of year-over-
year revenue declines. Product revenues were essentially flat in
the fourth quarter of 2003 while service revenues increased by
$2.9 million, or 36.5%. Gross profit as a percentage of revenue
rose modestly to 42.7% in the fourth quarter of 2003 from 42.5% in
the prior-year period.

Loss from operations was $4.0 million in the fourth quarter of
2003 compared to $2.7 million in the prior-year period. Loss from
operations in the 2003 period included $5.8 million of costs
arising from the following items:

-- Cost of sales included $0.3 million attributable to a change in
   accounting principle related to the discontinuance of the unit-
   of-production method of amortization for one of the Company's
   patent licenses.

-- Selling, general and administrative expenses included $4.7
   million of additional legal fees arising from the Company's
   change in accounting principle to expense rather than
   capitalize legal fees incurred in defense of its patent rights.

-- Selling, general and administrative expenses also included $0.8
   million of expenses arising from the write-down of some of the
   intangible assets of OptoForm Sarl, which the Company had
   acquired in 2001.

Net loss available to common shareholders for the quarter was $12
million, or $0.93 per fully diluted share, compared with $15.7
million, or $1.24 per fully diluted share, in the prior-year
period. In addition to the costs mentioned above, the Company's
net loss included a $7 million, net of taxes, non-cash charge
arising from the cumulative effect of the two changes in
accounting principles discussed above. Net loss available to
common shareholders before the cumulative effect of the changes in
accounting principles discussed above was $4.6 million or $0.38
per fully diluted share.

Operating results improved before giving effect to the items
discussed above.

Consolidated revenues for the full year of 2003 were $110 million,
a decrease of 5.1% compared to $116 million in 2002. The decrease
in revenue in 2003 was primarily the result of an $8.3 million
decrease in systems revenue, partially offset by a $2.0 million
increase in service revenue and a $0.4 million increase in
materials revenue. Revenues in 2003 included a favorable effect of
$3.4 million in foreign currency translation.

Gross profit as a percentage of revenue was 39.2% in 2003 versus
40.2% in 2002. Operating loss for 2003 declined 30.1% to $15.0
million, including the $5.8 million of costs discussed above. Net
loss available to common shareholders was $26.9 million or $2.10
per fully diluted share compared to $14.9 million or $1.16 per
fully diluted share in the prior year. Net loss available to
common shareholders before the cumulative effect of the changes in
accounting principles discussed above was $19.0 million or $1.55
per fully diluted share.

"In the fourth quarter of 2003, 3D Systems delivered solid
operating improvements," said Abe Reichental, 3D Systems' Chief
Executive Officer. "Among these were a return to sales growth,
positive operating cash flow and a significantly strengthened
balance sheet, which included a $24.0 million cash balance at
year-end. Additionally, during the past several months, we have
settled a number of lawsuits thus enabling us to focus more
closely on our business.

"Going into the new year, we are positioning the Company for long-
term sustained performance with renewed emphasis on improving our
customers' bottom lines," continued Reichental. "To ensure that we
execute against our strategic priorities, we have realigned and
strengthened our management team and launched numerous growth
initiatives and cost-reduction programs. During the fourth
quarter, we successfully introduced the InVisionT 3-D printer, our
new economically priced third-generation MJM printer for concept
modeling and design communication applications. Net sales of the
InVision 3-D printer as well as several other new products
introduced in the fourth quarter were not material to our
operating results.

"In connection with our year-end audit, we decided to change two
accounting principles to more preferable methods, and recorded an
asset impairment of certain intangibles related to an earlier
acquisition. We believe we are building momentum on several fronts
for an improved 2004," concluded Reichental.

               Fourth Quarter business highlights:

-- As part of the Company's strategic initiatives, four new
products were introduced in the latter part of 2003: Amethyst SL
material, primarily for jewelry manufacturers for direct
investment casting in precious metals; the InVision 3-D printer,
the Company's new economically priced third-generation MJM printer
using hot-melt ink-jet technology; LaserForm A6 material for
producing steel-tool products; and hardware and software upgrades
that enable customers of our Vanguard systems to increase the
output of their systems. Net sales of these new products were not
material to the Company's results of operations in the year ended
December 31, 2003. The Company also announced the planned
introduction of its Bluestone SL engineered composite material for
exceptional stiffness and strength. Plans to introduce other
products under development have been accelerated.

-- Several outstanding lawsuits have been settled. Most notably,
the litigation between the Company and EOS GmbH was settled early
in February 2004. Under the terms of that settlement, the Company
and EOS waived all claims for damages with respect to their
pending disputes and litigation and licensed various patents to
each other. As part of that settlement, EOS is to pay the Company
certain royalties for its patent license, and the Company expects
to begin selling under its own brand certain laser sintering
equipment and related products under an OEM supply agreement with
EOS. In addition, the Company settled its lawsuits with Regent
Pacific Management Corporation and E. James Selzer, former 3D
Systems' Chief Financial Officer.

-- The company was recently able to remedy certain covenant
defaults under an agreement with Wells Fargo Bank relating to a
letter of credit that supports the industrial development bonds on
our Grand Junction Colorado facility. On March 4, 2004, we entered
into an amendment to the reimbursement agreement relating to the
letter of credit with Wells Fargo which states that the company is
no longer in default of its financial covenants and is no longer
required to replace the Wells Fargo letter of credit or to retire
the $1.2 million of the industrial development bonds. As part of
this agreement the Company and Wells Fargo agreed to amend certain
criteria used to measure compliance with these covenants.

                  3D Systems' Complete Suite Of
                   Customer Solutions Includes:

-- Multi-Jet Modeling technology ("MJM") or 3-D printing uses hot-
melt jetting technology to print three-dimensional physical parts
by accumulating proprietary solid imaging materials ("SIMs"), in
successive layers, dispensed by a print head comprising large
numbers of jets oriented in linear arrays. MJM technology is the
basis of our affordable three-dimensional solutions for printing
any three-dimensional part from digital data.

-- Stereolithography or SLA systems use an ultraviolet laser to
convert liquid photosensitive resins into solid cross-sections,
layer by layer, until the desired objects are complete. Our SLA
systems are capable of making multiple parts at the same time and
are designed to produce prototype or end use parts that have a
wide range of sizes and shapes. An SLA system can make scale
models in a single build session or, alternatively, are able to
produce full-scale portions of large objects in successive build
sessions, which are then joined together.

-- Selective Laser Sintering or SLS systems use heat from a carbon
dioxide laser to melt and fuse, or sinter, powdered materials into
solid cross-sections, layer-by-layer, until the desired parts are
complete. SLS systems can create parts from a variety of plastic
and metal powders and are capable of processing multiple parts in
a single build session. While the maximum part size from a single
build is currently limited by the size of the equipment models,
customers routinely create larger parts by joining together
multiple sections.

-- Materials. As part of our integrated systems approach to our
customers, we blend, market and distribute consumable material
products under a variety of brand names that we sell for use in
all of our solid imaging systems. These products include
proprietary resin materials used in our stereolithography and
multi-jet modeling product line, engineered wax-based plastics
used in our multi-jet modeling line, and specialty powders used in
our selective laser sintering product line. The family of
engineered products are designed for use with our systems and
processes to produce high-quality models, prototypes and parts. We
market our stereolithography products under the Accura brand, our
selective laser sintering products under the DuraForm, LaserForm
and CastForm brands, and our multi-jet modeling products under the
ThermoJet and VisiJet brands.

-- Software. To deliver total system integration, we provide to
our customers part-preparation software for personal computers and
engineering workstations. This unique package is designed to
enhance the interface between digital data and our solid imaging
systems. Digital data, such as solid CAD/CAM, is converted within
the software utility. Depending on the specific software package,
the object can be viewed, rotated, scaled and model structures
added. Our proprietary software package generates the information
to be used by the SLS system, SLA system or MJM system to create
the solid images. In addition, we team up with other software
companies, where appropriate, to develop complementary software
for our systems.

-- Services. We provide on a global basis a comprehensive suite of
services and field support to our customers ranging from
applications development to installation, warranty and maintenance
services.

               Broad applications and End-Uses

-- Concept modeling, three-dimensional printing: Solid imaging
solutions are used for concept-modeling and three-dimensional
printing applications, to produce three-dimensional shapes,
primarily for visualizing and communicating mechanical design
applications as well as for other applications including supply-
chain management, architecture, art, surgical medicine, marketing
and entertainment.

-- Rapid prototyping: Solid imaging solutions are used for rapid
prototyping applications, in among other ways, to generate product
concept models, functional prototypes and master-casting and
tooling patterns that are often used as an efficient, cost-
effective means of evaluating product designs.

-- Instant manufacturing: Solid imaging solutions are used for
instant manufacturing applications to manufacture end-use parts.
Directly from a digital image, our instant manufacturing customers
produce end-use parts without the need for expensive tooling or
molds and without lengthy set-ups resulting in significant
flexibility and mass customization capabilities.

               About 3D Systems (Nasdaq:TDSC)

Founded in 1986, 3D Systems, the solid imaging company(SM),
provides solid imaging products and systems solutions that reduce
the time and cost of designing products and facilitate direct and
indirect manufacturing. Its systems utilize patented proprietary
technologies to create physical objects from digital input that
can be used in design communication, prototyping, and as
functional end-use parts.


ADELPHIA BUSINESS: Wants Court Nod for ACOM Settlement Pacts
------------------------------------------------------------
The Adelphia Business Debtors and the Adelphia Communications
Debtors ask the Court to approve two settlement agreements, which
will resolve all but one of the outstanding issues between their
estates, eliminate the remaining obstacle to the ABIZ Debtors'
successful emergence from Chapter 11, and help clear the path for
the ACOM Debtors' own exit from Chapter 11, unhindered by costly
and protracted litigation with the ABIZ Debtors' estates, the
first phase of which has already commenced.

The two settlement agreements consist of:

   (1) a Master Reciprocal and Operational Settlement Agreement
       and its accompanying annex agreements entered into on
       December 3, 2003; and

   (2) a Global Settlement Agreement and its accompanying annex
       agreements entered into on February 21, 2004.

Together, these two agreements effect both:

   (a) the operational separation of various shared assets and
       services between the parties via the Master Settlement
       Agreement; and

   (b) a global settlement of claims of the ABIZ Debtors against
       the ACOM Debtors, and claims of the ACOM Debtors against
       the ABIZ Debtors via the Global Settlement Agreement.

As of January 11, 2002, Paul V. Shalhoub, Esq., at Willkie Farr &
Gallagher LLP, in New York, relates that ACOM owned about 78.4%
of the outstanding stock of ABIZ and held about 96% of the total
voting power in ABIZ.  On January 11, 2002, ACOM distributed to
the holders of its Class A and Class B common stock, in the form
of a dividend, all of the shares of ABIZ common stock owned by
ACOM -- the Spin-Off.

Prior to the Spin-Off, ABIZ and ACOM shared various assets and
services and engaged in mutually beneficial projects, including
the construction of fiber optic cable networks and facilities,
necessary for the construction and operation of a
telecommunications network and a cable network.  At that time,
members of the Rigas family served as directors and officers of
both entities.  Because of the absence of sufficient legal
documentation delineating each entity's ownership, or other
rights and obligations with regard to certain of the assets and
services, substantial disputes exist as to the ownership of
various assets and the liability, as between the ABIZ Debtors and
the ACOM Debtors, for the obligations arising from the use of
these shared assets and services.

At the time of the Spin-Off, Mr. Shalhoub says that the
contractual arrangements necessary to facilitate the separation
of the various assets, interests, liabilities and contractual
rights and obligations of each party were not completely
identified or implemented.  To further complicate matters,
certain contractual commitments for one or more ABIZ entities
provide benefits for both ABIZ entities and ACOM entities or
solely ACOM entities.  Similarly, certain contractual commitments
for one or more ACOM entities provide benefits for both ACOM
entities and ABIZ entities or solely ABIZ entities.  As a
consequence, the ABIZ Debtors and ACOM Debtors expended
significant time and effort delineating which assets and
liabilities reside with the ABIZ Debtors or ACOM Debtors with
respect to the shared assets and services.

In addition to the lack of complete clarity at the time of the
Spin-Off, Mr. Shalhoub tells Judge Gerber, the joint control of
the ABIZ Debtors and ACOM Debtors by the Rigas family gave rise
to numerous claims between and among the estates.  The nature of
these claims is well-known to the Court, and includes claims by
the ABIZ Debtors to:

   (1) "pierce the corporate veil" of ACOM, which the ABIZ
       Debtors contend could result in the creditors of the ABIZ
       Debtors -- holding more than $1,000,000,000 in claims --
       effectively having direct claims against the ACOM Debtors
       and their assets;

   (2) recover alleged preferences and fraudulent conveyances
       from the ACOM Debtors in excess of $200,000,000; and

   (3) recover damages for breach of contract from the ACOM
       Debtors -- notably, due to ACOM's alleged failure to
       satisfy its obligations under the DIP postpetition loan it
       made to ABIZ -- and other tortious conduct allegedly
       committed by ACOM.

Similarly, ACOM asserted substantial claims against the ABIZ
Debtors sounding in both breach of contract and tort, which
claims aggregate more than $770,000,000 in prepetition claims and
at least $71,000,000 of asserted postpetition claims.  While each
of the ABIZ Debtors and the ACOM Debtors believe that they
possess meritorious defenses to the various claims, it is self-
evident that an adverse litigation result as to any one of the
many potential causes of action could have a substantial negative
effect on the unsuccessful party.

The sheer enormity of ACOM's alleged administrative claim placed
the confirmation of ABIZ's plan of reorganization in jeopardy.  
ABIZ did not have a spare $71,000,000 and could neither pay
ACOM's asserted postpetition claim nor any amount approaching the
claim nor reserve for it pending the outcome of the litigation.  
Thus, the ABIZ Debtors, together with their Official Committee of
Unsecured Creditors and the ad hoc committee of holders of 12
1/4% notes issued by ABIZ, jointly asked the Court to estimate
the asserted administrative claim for feasibility purposes
pursuant to Section 1129(a)(11) of the Bankruptcy Code.  
Following a two-day evidentiary hearing conducted on December 8
and December 9, 2003, the Court:

   (1) concluded that the ABIZ Debtors' plan was feasible; and

   (2) estimated ACOM's administrative claim at $2,740,000 for
       feasibility purposes only.

The Court also found that ACOM was entitled to at least one, if
not two, additional plenary hearings to determine with finality
but subject to appeal the actual amount of its administrative
claim for distribution purposes.  The hearing with respect to
ACOM's asserted administrative claims has been scheduled to
commence within the month.  If ACOM's administrative claim is
allowed in the full amount asserted or in any amount approaching
the asserted amount, the ABIZ Debtors' confirmed Plan cannot go
effective without ACOM's consent.

Mr. Shalhoub reports that in anticipation of the plenary hearing
to resolve ACOM's administrative claim, ABIZ served on ACOM a 38-
part request for documents, and ACOM served on ABIZ an 87-part
request.  Anticipated compliance with these demands would likely
involve the production of documents that would fill several large
rooms and electronic files that would fill the hard drives of
several computers.  Full-tilt discovery of this kind undoubtedly
will place a heavy burden on both parties, and would likely
require several weeks of Herculean efforts by the parties to
amass, followed by several more weeks for the parties to digest
the produced documents.  If the litigation were to proceed, the
parties expect to depose dozens of fact witnesses to prepare for
the plenary hearing, including witnesses likely to be called to
testify at the trial of the Rigas family before the United States
District Court of the Southern District of New York, rendering
them virtually unavailable for the immediate future.  Simply
stated, the scheduled plenary hearing on the ACOM administrative
claim would be both complex and burdensome, with an inherently
uncertain outcome.  It is single-handedly delaying the ABIZ
Debtors' successful emergence from Chapter 11 and clouding ACOM's
own objectives of resolving a significant claims litigation.

           Structure of the Master Settlement Agreement

Following months of discussions and negotiations, on November 13,
2003, the Debtors reached an agreement in principle on the terms
of their operational settlement.  The definitive documentation
comprising the Master Settlement Agreement and embodying the
settlement was executed on December 3, 2003.  

Mr. Shalhoub explains that the assets that are the subject of the
Master Settlement Agreement are predominantly long-haul fibers
and related components -- including the fiber network, conduit,
overlash rights, land usage, collocation space, power and network
maintenance services -- of regional systems that provide service
between local systems, and in some cases, local network systems
that are integrated into existing network assets.  The Debtors'
intent in entering into the Master Settlement Agreement is to
memorialize and validate the ownership of and obligations related
to these assets.

The Master Settlement Agreement is divided into two parts:

   -- the MSA, which provides the general terms and conditions
      for the operational separation agreement; and

   -- six accompanying MSA Annexes, which lay out the specifics
      of the overall agreement.

The salient provisions of the Master Settlement Agreement are:

A. Consideration

   The consideration for each party's entry into the MSA will be
   the mutual benefit to the parties derived from the Asset
   Reconciliation pursuant to the Asset Reconciliation Agreement,
   the reciprocal exchange of the Acquired Assets, the reciprocal
   assignment and assumption of the Assumed Contracts and the
   reciprocal assumption of the Assumed Liabilities pursuant to
   the Conveyance Agreement, and the concurrent execution of the
   IRU Agreement, Maintenance Agreement, Sheathing/Overlash
   Agreement, and Collocation Agreement.

B. Acquired Assets and Assumed Contracts

   ABIZ will pay any cure costs to be listed on Schedule 2.4 to
   Annex II -- the Reciprocal Conveyance Agreement -- on the
   contracts that ABIZ is assuming and assigning to ACOM, and
   ACOM will in turn pay any cure costs to be listed on Schedule
   3.4 to Annex II for any contracts that ACOM will be assuming
   and assigning to ABIZ.

C. Payment of Transfer Taxes and Tax Filings

   Each party requests that the Bankruptcy Court exempt the
   transactions contemplated in the MSA and the Annexes from
   payment of Transfer Taxes.  If the Bankruptcy Court denies
   the request, all transfer taxes arising out of the transfer
   of assets contemplated under the MSA and Annexes will be
   equally borne by ACOM and ABIZ.

D. Disclosure Exhibits and Schedules

   ACOM and ABIZ acknowledge that the Exhibits to the MSA and
   the Schedules to the MSA Annexes are incomplete and that the
   parties did not complete their due diligence in connection
   therewith.  The parties will in good faith use their
   commercially reasonable best efforts to complete their due
   diligence and the preparation of the Exhibits to the MSA and
   the Schedules to the MSA Annexes in a timely fashion.

E. Closing Deliveries

   At the closing, ABIZ will deliver to ACOM and ACOM will
   deliver to ABIZ certain documents including, but not limited
   to, the Annexes.

F. Dispute Resolutions/Arbitration

   Any dispute, if not settled by the parties within 10 days
   from the date the dispute or claim arises, will be considered
   a dispute and either party may elect, by written notice to
   the other party, to have the Dispute referred to a senior
   executive of each ACOM and ABIZ.  If the Dispute is not
   settled by the executives within 20 days, then either party
   may, by written notice to the other party, demand binding
   arbitration in accordance with Section 9.10 of the MSA.

            Annexes to the Master Settlement Agreement

While the Master Settlement Agreement provides the basic
framework for the asset separation, the six accompanying MSA
Annexes set forth the manner in which each asset type will be
separated or validated:

   (1) MSA Annex I - the Reciprocal Asset Reconciliation
       Agreement provides for the reconciliation and validation
       of the ownership of various assets, including third party
       contracts, between ACOM and ABIZ.  MSA Annex I will be
       fully performed upon the Closing Date and there will be
       no ongoing obligations of either party upon Closing as it
       relates to MSA Annex I;

   (2) MSA Annex II - the Reciprocal Conveyance Agreement
       provides the terms and conditions surrounding the
       exchange of certain fiber assets between ABIZ and ACOM.
       As part of the overall asset validation and separation
       effort, the parties are conveying, assigning and
       transferring certain assets to each other in furtherance
       of the overall settlement;

   (3) MSA Annex III - the Reciprocal IRU Agreement grants a
       longterm IRU in certain fiber assets.  The IRU generally
       covers:

       (a) situations in which one party has been using a fiber
           asset with no IRU in place; and

       (b) situations in which a party is conveying an asset
           pursuant to MSA Annex II and receiving an IRU back for
           some portion of the conveyed fibers.

       There are no ongoing fees paid by or to either party for
       the actual use of the assets covered by MSA Annex III.
       Rather, this annex memorializes each party's right to
       continue to use certain fiber assets by way of an IRU;

   (4) MSA Annex IV - the Reciprocal Sheathing and Overlash
       Agreement grants a right for either party to overlash its
       fiber to the suspension strand owned by the other party.  
       In many cases, the fibers owned both by ACOM and ABIZ are
       either contained in the same cable sheath, or one party's
       fiber optic cable is overlashed to a suspension strand
       owned by the other party.  MSA Annex IV memorializes each
       party's right to share a common sheath or to be overlashed
       to the strand of the other party.  There are no payments
       associated with the overlash grant contemplated in MSA
       Annex IV;

   (5) MSA Annex V - the Reciprocal Maintenance Agreement
       clarifies whether ACOM or ABIZ will perform maintenance
       for a particular fiber route granted by way of an IRU.  
       MSA Annex V addresses, for each fiber route, whom the
       responsible party is for routine fiber maintenance, fiber
       cuts, and fiber relocations, among other things.  There
       will be ongoing costs associated with these activities;
       and

   (6) MSA Annex VI - the Reciprocal Collocation Agreement will
       memorialize the rights of ABIZ and ACOM to collocate its
       equipment in certain sites where one of the parties has
       cable or telecommunications equipment collocated in the
       other party's owned or leased site.

                 The Global Settlement Agreement

Following the execution of the Master Settlement Agreement, and
while simultaneously preparing for the plenary hearing to resolve
ACOM's asserted administrative claim, the parties negotiated a
comprehensive Global Settlement Agreement, which resolves nearly
all outstanding issues remaining between the parties.  Similar to
the Master Settlement Agreement, the Global Settlement Agreement
is also divided into two parts:

   -- the GSA, which provides the general terms and conditions
      for the global settlement; and

   -- eleven accompanying GSA Annexes, which provide the
      specifics for the overall agreement.

The salient provisions of the Global Settlement Agreement are:

A. Cash Consideration

   ACOM and its affiliates will pay to ABIZ $60,000,000, plus an
   additional cash payment of up to $2,500,000 with respect to
   outstanding undisputed invoices for telecommunication
   services provided.

B. Business Commitment

   Pursuant to the Commercial Agreement -- GSA Annex II -- ACOM
   will purchase various services from ABIZ in an aggregate
   amount of $7,800,000 per year for a five-year period.

C. Third Party Agreements

   The parties agreed to resolve pending disputes between the
   estates regarding responsibility for certain rejection and
   other claims, and cure amounts and administrative costs,
   associated largely with certain executory contracts and
   unexpired leases, as identified in the eight schedules.

D. IP Transport

   Pursuant to the IP Transport Agreement -- GSA Annex III --
   ACOM agreed to provide ABIZ with one gigabit per second of
   Internet protocol transport capacity per month for a
   five-year period.

E. IT Licenses

   Pursuant to the IT License Transfer Agreement -- GSA Annex
   IV -- ACOM agreed to transfer to ABIZ, and ABIZ agreed to
   transfer to ACOM, free of charge, and free of all claims,
   liens and encumbrances, licenses to use certain information
   technology software and related equipment.

F. MSA Amendment

   Pursuant to the MSA Amendment -- GSA Annex V -- the MSA will
   be amended to eliminate certain indemnification provisions.

G. Property Transfer

   ACOM agreed to transfer to ABIZ title to a certain parking
   garage located adjacent to ABIZ's headquarters in Coudersport,
   Pennsylvania and title to 47 vehicles used by ABIZ and its
   employees.  By separate agreement, ACOM will transfer legal
   title to ABIZ the real property where ABIZ's network operation
   control center is located, also located at ABIZ's Coudersport
   headquarters, and ABIZ will transfer legal title to ACOM to
   certain real properties located in the County of Arapahoe,
   State of Colorado.

H. CLEC Market Assets

   ACOM will transfer to ABIZ free and clear of all liens,
   claims and encumbrances the economic benefits and burdens of
   the CLEC Market Assets -- comprised of certain
   telecommunication assets in certain markets, including
   Albany, New York; Connecticut; Rhode Island; New Hampshire;
   and Maine; and an indefeasible right to use certain
   telecommunication assets in certain markets, including
   Charlottesville, Virginia; Buffalo, New York; Richmond,
   Virginia; and the Shenandoah Valley -- pending receipt of
   required regulatory approvals for the transfer of licenses,
   franchises and permits necessary for the ownership and
   operation thereof.

I. Virginia Fibers

   ACOM agreed to transfer to ABIZ title to four fibers located
   in the western half of a ring of fiber located in Virginia.

J. Mutual Release

   Pursuant to the Mutual Release Agreement -- GSA Annex I --
   ACOM and its affiliates agreed to a release of ABIZ and its
   affiliates for any and all outstanding claims, including, but
   not limited to, the filed prepetition claim for $770,931,458,
   as well as the filed administrative claim in an amount no
   less than $71,000,000.  ABIZ and its affiliates agreed to
   release ACOM and its affiliates for any and all outstanding
   claims, including claims for "piercing the corporate veil,"
   fraudulent conveyance and preference.  Specifically exempted
   from the mutual release is the pending litigation regarding
   the appropriate allocation of existing directors and officers
   insurance.

The Debtors, after months of protracted negotiations, believe the
terms of the Master Settlement Agreement are fair and equitable,
and do not fall below the lowest point in the range of
reasonableness.  The ABIZ Debtors discussed the terms of the
proposed settlement with their Creditors' Committee and Secured
Noteholders Committee, which indicated that they have no
objection to the proposed operational separation settlement with
ACOM.  Similarly, the ACOM Debtors discussed the terms of the
proposed settlement with their Creditors Committee, which
indicated that it fully supports the proposed operational
separation settlement.  In addition, the ACOM Debtors discussed
the terms of the proposed operational separation settlement with
their official equity committee, which indicated that it has no
objection to the proposed operational separation settlement with
ABIZ.

The transfer of property under the Master Settlement Agreement
and the Global Settlement Agreement is necessary to the
consummation of a Chapter 11 plan in both the ABIZ and ACOM cases
and, therefore, should be deemed to be "under a plan."  Section
12.9 of the ABIZ Debtors' confirmed joint plan of reorganization
already provides for an exemption from certain transfer taxes,
like those contemplated in these settlements, pursuant to Section
1146(c) of the Bankruptcy Code.  Accordingly, the Debtors submit
that the asset transfers contemplated by the Master Settlement
Agreement and the Global Settlement Agreement fall within the
scope of the exemption provided for under Section 1146(c) of the
Bankruptcy Code.

              Assumption and Assignment of Contracts

Pursuant to Section 365 of the Bankruptcy Code, Section 2.5 of
the Global Settlement Agreement and certain MSA Annexes, the ABIZ
Debtors seek the Court's authority to assume 144 executory
contracts or unexpired leases and to assume and assign four
executory contracts and unexpired leases to ACOM.

On the other hand, the ACOM Debtors also seek to assume and
assign 42 executory contracts to ABIZ.

                Rejection of Contracts and Leases

The Debtors determined that 242 executory contracts and leases
that are no longer necessary to the operation of their businesses
and have become burdensome to their estates.  

Pursuant to the GSA, the ABIZ Debtors agreed to be responsible
for the payment of any allowed claims resulting from the
rejections.  

Headquartered in Coudersport, Pennsylvania, Adelphia Business
Solutions, Inc. -- http://www.adelphia-abs.com/-- is a leading  
provider of facilities-based integrated communications services to
businesses, governmental customers, educational end users and
other communications services providers throughout the United
States. The Company filed for Chapter 11 protection on March March
27, 2002 (Bankr. S.D.N.Y. Case No. 02-11389).  Harvey R. Miller,
Esq., Judy G.Z. Liu, Esq., Weil, Gotshal & Manges LLP represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $ 2,126,334,000
in assets and $1,654,343,000 in debts. (Adelphia Bankruptcy News,
Issue No. 53; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ADELPHIA COMMS: US Trustee Amends Unsecured Creditors' Committee
----------------------------------------------------------------
Deirdre A. Martini, United States Trustee for Region 2, amends  
the membership of the Official Committee of Unsecured Creditors  
of Adelphia Communications, to reflect the resignations of
Franklin Advisers, Inc., Fidelity Management & Research Company
and The Blackstone Group, L.P.  The Committee is now composed of:

   1. Appaloosa Management, LP
      26 Main Street, Chatham, NJ 07928   
      Attn: James Bolin   
      Phone: (973) 701-7000   Fax: (973) 701-7309   
   
      Counsel: Akin Gump Strauss Hauer & Feld, L.L.P.   
               590 Madison Avenue, New York, New York 10022
               Attn: Daniel Golden, Esq.
               Phone: (212) 872-8010

   2. W. R. Huff Asset Management Co., L.L.C.   
      67 Park Place, Morristown, NJ 07960
      Attn: Edwin M. Banks, Senior Portfolio Manager
      Phone: (973) 984-1233   Fax: (973) 984-5818   
   
      Counsel: Kasowitz, Benson, Torres & Friedman LLP   
               1633 Broadway, New York, New York 10019-6799   
               Phone: (212) 506-1700   Fax: (212) 506-1800   
   
               Klee Tuchin & Bogdanoff & Stern LLP   
               1880 Century Park East, Los Angeles, CA 90067-1698
               Phone: (310) 407-4000   Fax: (310) 407-9090

   3. MacKay Shields LLC
      9 West 57TH Street, New York, New York 10019   
      Attn: Ben Renshaw, Associate Director   
      Phone: (212) 230-3836   Fax: (212) 754-9187

   4. Law Debenture Trust Company of New York
      767 Third Avenue, 31st Floor, New York, New York 10017   
      Attn: Daniel R. Fisher, Senior Vice President   
      Phone: (212) 750-6474   Fax: (212) 750-1361   
   
      Counsel: Seward & Kissel LLP   
               One Battery Park Plaza   
               New York, New York 10004   
               Attn: Ronald L. Cohen, Esq.   
               Phone: (212) 575-1515

   5. U.S. Bank National Association, as Indenture Trustee
      1420 Fifth Avenue, 7th Floor, Seattle, WA 98101   
      Attn: Diana Jacobs, Vice President   
      Phone: (206) 344-4680   Fax: (206) 344-4632   
   
      Counsel: Sheppard, Mullin, Richter & Hampton LLP   
               333 South Hope Street, Los Angeles, CA 90071-1448   
               Attn: David J. McCarty, Esq.   
               T. William Opdyke, Esq.   
               Phone: (213) 617-1780   Fax: (213) 620-1398   
   
   6. Home Box Office
      1100 Avenue of the Americas, New York, New York 10036   
      Attn: Stephen L. Sapienza   
      Phone: (212) 512-1680   Fax: (212) 512-1986   
   
      Counsel: Paul, Weiss, Rifkind, Wharton & Garrison   
               1285 Avenue of the Americas, New York 10019   
               Attn: Steve Shimshak, Esq.   
               Phone: (212) 373-3133   Fax: (212) 373-2136   
  
   7. Viacom   
      1515 Broadway, New York, New York 10036   
      Attn: J. Kenneth Hill, Vice President, Ass't. Treasurer   
      Phone: (212) 258-6000   
   
      Counsel: Paul, Weiss, Rifkind, Wharton & Garrison   
               1285 Avenue of the Americas, New York 10019   
               Attn: Brendan D. O'Neill, Esq.   
               Phone: (212) 373-3125   
   
   8. Sierra Liquidity Fund, LLC
      2699 White Road, Suite 255
      Irvine, CA 92614
      Attn: Jim Riley, Esq.
      Phone: (949) 660-1144, ext. 16
      Fax: (949) 660-0632

(Adelphia Bankruptcy News, Issue No. 53; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AMERICA WEST: Files Shelf Registration Statement with SEC
---------------------------------------------------------
America West Holdings Corporation (NYSE: AWA), the parent company
of America West Airlines, Inc., announced that the Company has
filed a Form S-3 registration statement with the Securities and
Exchange Commission.  The shelf registration allows the Company to
issue various types of securities, including Holdings' debt
securities, preferred stock, common stock and securities warrants,
either separately or in units, and Airlines' debt securities, from
time to time in one or more offerings up to a total dollar amount
of $500 million.  Once declared effective by the SEC, the shelf
registration statement would enable the Company to raise funds
from the offering of any individual security covered by the shelf
registration statement as well as any combination thereof, subject
to market conditions and the Company's capital needs.

The registration statement on Form S-3 relating to these
securities has been filed with the SEC, but is not yet effective.  

America West Holdings Corporation is an aviation and travel
services company.  Wholly owned subsidiary America West Airlines,
Inc. is a low-fare airline and its 13,000 employees serve nearly
55,000 customers a day in 93 destinations in the U.S., Canada,
Mexico and Costa Rica.

                        *     *    *

As previously reported, Fitch Ratings initiated coverage of
America West Airlines, Inc., a subsidiary of America West Holdings
Corp., and assigned a rating of 'CCC' to the company's senior
unsecured debt. The Rating Outlook for America West is Stable.


ANC RENTAL: Deutsche Bank Demands Payment of $5.25M Admin. Claim
----------------------------------------------------------------
Deutsche Bank Securities, Inc. filed a $5,250,000 administrative
claim against the ANC Rental Corporation Debtors pursuant to
various Court orders that approved, inter alia, a series of
securitization transactions.

In April 2002, the Court approved a Letter Agreement between ANC
Rental Corporation and Deutsche Bank, which enabled ANC to obtain
vital funding from Deutsche Bank through the securitization
transactions proposed, and benefit from Deutsche Bank's expertise
in structuring and placing rental car fleet securitization.

The Letter Agreement provided that in the event "the Company
elects to terminate [the Letter] Agreement for any reason, then
the Company shall promptly pay DB .50% of the MTN Notional
Amount."  By a May 7, 2003 Order, the Court authorized, inter
alia, an increase in the medium term note notional amount.  The
May 2003 Order provides, in part, that the MTN Notional Amount is
$1,050,000.

Pursuant to the Debtors' Joint Chapter 11 Liquidating Plan, the
Debtors are terminating all business operations and transferring
their assets to a liquidating trust.  Deutsche Bank asserts that
this event constitutes a termination of the Letter Agreement by
the Debtors.  This termination triggers the obligation to pay the
Termination Fee amounting to $5,250,000.  In the alternative,
that action constitutes a breach of contract entitling Deutsche
Bank to damages in the same amount as the Termination Fee.

Since the Letter Agreement was a postpetition contract, any
amounts due under it or any damages resulting from a breach of
contract or rejection by the Debtors results in an administrative
claim in accordance with Section 503(b)(1) of the Bankruptcy
Code.  Based on the provisions described in the Letter Agreement,
the Debtors are obligated to pay Deutsche Bank the Termination
Fee as a postpetition expense of the Debtors and their estates.   
The Termination Fee, expressed as 0.50% of the MTN Notional
Amount, equals $5,250,000.

                   Debtors and Committee Object

On October 9, 2003, the Court heard arguments on -- and
ultimately denied -- Deutsche Bank Securities, Inc.'s request for
allowance and payment of administrative claim.  Less than three
months later, Deutsche Bank returns to the Court with the same
request.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, asserts that contrary to Deutsche Bank's hollow
assertions, the DB Claim should be disallowed in its entirety,
because:

   (1) as the Court previously recognized at the initial hearing,
       the Termination Fee is in effect an unenforceable
       penalty;

   (2) as the Court previously found, ANC did not terminate the
       Letter Agreement, and indeed, the Plan -- when confirmed
       -- will not affect a termination of the Letter Agreement;
       and

   (3) even if ANC is deemed to elect to terminate the Letter
       Agreement, the Debtors dispute the calculation of damages
       due and owing as a Termination Fee.

               Lehman Also Wants the Claim Expunged

Lehman Brothers, Inc. and Lehman Commercial Paper, Inc. join the
Debtors and the Committee in their objection to Deutsche Bank's
claim.

William P. Bowden, Esq., at Ashby & Geddes, in Wilmington,
Delaware, complains that Deutsche Bank failed to demonstrate that
the Letter Agreement has actually been terminated.  The Letter
Agreement does not define "termination" to encompass the type of
constructive termination that Deutsche Bank implies has occurred
by virtue of the Debtors' inaction.  Neither the Debtors' failure
to engage in a financing pursuant to the Letter Agreement, the
filing of their liquidating plan or the consummation of the Sale
constitutes a "termination" of the Letter Agreement in accordance
with the plain meaning of the term.  The Termination Fee will
only become due and payable if the Debtors elected to enter into
a financing arrangement with another financial institution
contrary to the Letter Agreement's terms.

Mr. Bowden argues that Deutsche Bank's efforts to characterize
the Termination Fee as "in essence a commitment, which was back
ended in the contract" are unpersuasive and must fail, given the
plain language of the Letter Agreement.  Nothing in the Letter
Agreement suggests that the Termination Fee was or could be
earned at any time prior to the actual termination of the Letter
Agreement.  Even if this is what Deutsche Bank intended, this was
actually not the Debtors' intent, nor was any such intent
disclosed to or approved by the Court.  In fact, the Letter
Agreement is clear that the Debtors are not required to enter
into any new financings with Deutsche Bank, should they so
choose.

Moreover, Mr. Bowden adds, the Debtors put various financings in
place after the Letter Agreement was entered into and Deutsche
Bank never claimed that these alternative financings somehow
triggered the Termination Fee.  Apparently, even Deutsche Bank
realized that the Termination Fee is only triggered if the
Debtors actually terminate the Letter Agreement, or if the
Debtors enter into a financing of the type described in the
Letter Agreement with a financial institution other than Deutsche
Bank.

Contrary to Deutsche Bank's assertions, as the Court is aware,
the prospect of a sale of the Debtors' businesses was always a
substantial likelihood in these cases, yet the parties elected
not to include any language in the Letter Agreement providing
that a sale of the Debtors' assets constituted a termination
event.  Clearly, the parties' intent was that a sale of the
Debtors' assets would not trigger the Termination Fee.  
Accordingly, the DB Claim must be expunged, Mr. Bowden asserts.

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)


AQUILA INC: Posts Net Losses Reflecting Continued Restructuring
---------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) reported a fully diluted loss of $.18 per
share for the fourth quarter of 2003, or a net loss of $34
million. Sales totaled $461.8 million for the quarter. The
quarterly loss is primarily due to costs in Capacity Services and
higher interest expense. In the fourth quarter of 2002, Aquila had
a loss of $5.22 per fully diluted share, or a net loss of $977.9
million, and sales of $321.8 million. Discontinued operations had
earnings of $2.7 million in the 2003 quarter and a loss of $214.8
million a year earlier.

The company reported a fully diluted loss of $1.73 per share for
full year 2003, or a net loss of $336.4 million. Sales were $1.7
billion. The year's net loss was primarily due to restructuring
charges, impairment charges and net loss on sale of assets, margin
losses incurred during the wind-down of Aquila's merchant trading
portfolio, the recent $26.5 million settlement with the Commodity
Futures Trading Commission and higher interest costs. In 2002,
Aquila reported a fully diluted loss of $12.83 per share, or $2.1
billion, with sales of $2.0 billion.

Most of the charges and margin losses in 2003 were related to
execution of Aquila's ongoing plan to refocus on its core utility
operations. During the year, Aquila continued to sell non-core
assets, including all its remaining international investments, and
wind down its merchant trading portfolio. Discontinued operations
recorded a profit of $14.2 million, or $.07 per fully diluted
share, for 2003 compared to a loss of $326.1 million, or $2.02 per
share, in 2002.

"Our core domestic utility business remains sound," said Richard
C. Green, Aquila chairman and chief executive officer. "We're
concentrating now on taking it to the next level in terms of
customer service, efficiency and effectiveness."

Several significant steps must still be successfully completed to
continue to take the company toward financial recovery, Green
said. These include: completing the pending sales of its interests
in 12 independent power projects and its Canadian operations;
restructuring or settling remaining tolling agreements; continuing
to wind down the company's energy trading portfolio and recovering
related collateral; paying down debt and improving liquidity to
strengthen the balance sheet; and obtaining utility rate relief.

      Impairment Charges and Net Loss on Sale of Assets

Aquila recorded impairment charges and net loss on sale of assets
of $194.7 million in 2003 and $1,571.5 million in 2002. Most of
the 2003 amount was in Capacity Services, reflecting the exit from
the Acadia tolling agreement and the pending sale of interests in
independent power plants.

                    Discontinued Operations

The results of operations of Aquila's Canadian networks, which are
in the process of being sold, were moved to discontinued
operations in 2003, as were the results from two consolidated
independent power plants which are expected to be sold in March
2004.

In connection with the 2002 sales of its natural gas storage
facilities, gas gathering and pipeline assets, merchant loan
portfolio and coal terminal, Aquila reported the results of these
businesses as discontinued operations in its consolidated income
statements for the three years ended December 31, 2003.

                         Liquidity

Since reporting significant net losses and negative cash flows
from operations in 2002, Aquila has had to operate with non-
investment grade credit ratings. This affected the company's
ability to raise capital through traditional financial markets.
Aquila has therefore relied primarily on its existing cash
position and proceeds from asset sales to meet its capital needs.
Aquila expects to continue relying on these sources during the
remainder of its restructuring process.

On February 27, 2004, Aquila paid approximately $78 million to
retire the note which had been used as part of the purchase of
Midlands Electricity in 2002. Retiring this note eliminated the
five remaining annual payments of $19 million.

Aquila plans to address its short-term obligations with cash on
hand and pending asset sale proceeds. The remaining liquidity,
after the pending asset sales close and the short-term obligations
are satisfied, will be used for future working capital
requirements and discretionary liability reductions. Liability
reductions would most likely be in the form of reduction of debt
and contractual liabilities, including tolling contracts and long-
term gas contracts.

                        Capital Expenditures

In 2003, Aquila had capital expenditures for property, plant and
equipment of $164.8 million, not including the Canadian
businesses. The capital budget for continuing operations in 2004
is $167.7 million, most of which is for maintaining and upgrading
domestic utility facilities.

                         Domestic Networks

Domestic Networks reported earnings before interest and taxes of
$168.2 million in 2003, compared to a loss before interest and
taxes of $829.6 million for 2002. The 2002 results included $932.7
million of impairment charges and net losses on sales of
telecommunications assets and Quanta Services investments, as well
as $21.3 million of restructuring charges resulting from the
realignment of Aquila's domestic utility businesses. Results for
2003 include $2.1 million of restructuring charges.

Gross profit from regulated electric utilities was $7.7 million
higher for 2003 compared to 2002. A Colorado rate increase
effective in July 2003 contributed $9.5 million, and customer
growth and favorable weather provided $7.7 million in additional
margin. These increases were offset by a net $4.5 million decrease
in margin from off-system sales and a net $5.3 million increase in
the cost of natural gas used to fuel Aquila's power plants and
power purchased for customer needs.

Regulated natural gas utilities contributed a $29.5 million
increase in gross profit in 2003. The improvement was primarily
due to rate increases in Michigan, Iowa and Nebraska that added
$14.1 million in revenue, $6.3 million of reserves released upon
conclusion of multi-year gas cost recovery filings in various
states, and $2.4 million from growth in the number of customers
served.

Gross profit of non-regulated gas operations declined by $24.6
million in 2003, largely reflecting the sale of non-regulated
retail gas operations at the close of the 2002 third quarter.
Gross profit for other non-regulated operations was $8.1 million
higher in 2003, primarily due to an increase in the number of
customers served by Everest Connections.

Operating and maintenance costs declined by $29.6 million in 2003,
primarily due to three factors. Labor and other costs decreased by
$15.6 million following the 2002 restructuring of the company's
domestic utilities; restructuring Everest Connections brought
savings of $6.5 million in 2003; and the Quanta proxy contest
resulted in costs of $5.5 million in 2002 but none in 2003.

                    International Networks

International Networks reported earnings before interest and taxes
of $12.9 million for 2003 compared to a loss before interest and
taxes of $140.1 million in 2002. Impairment charges and net loss
on sale of assets were $5.8 million in 2003, but $371.7 million in
2002.

Equity in earnings of investments decreased $95.9 million in 2003
compared to 2002, primarily due to the sale of New Zealand assets
in October 2002 and Australian assets in July 2003. New Zealand
networks contributed equity earnings of $30.9 million in 2002, and
Australian investments contributed equity earnings of $39.2
million in 2002 compared to $16.1 million in 2003. Also, Aquila
did not record any equity earnings in 2003 from its interest in
Midlands Electricity in the United Kingdom due to regulatory
limitations on cash payments by Midlands to its owners. During
2002, the company recorded equity earnings of $41.9 million
related to the Midlands investment.

Other income increased $11.7 million in 2003 compared to 2002,
primarily due to $12.3 million of foreign currency gains
recognized in the 2003 second quarter.

                    Capacity Services

Capacity Services reported a loss before interest and taxes of
$314.5 million for 2003 compared to a loss of $113.4 million for
2002. This loss resulted primarily from $189.1 million of
impairment charges and net loss on sales of assets and $23.1
million of restructuring charges.

Gross profit in this segment decreased $69.9 million in 2003,
primarily because higher natural gas prices and a lack of
profitable contracted sales agreements made it uneconomical to
operate non-contracted merchant generating assets. Also, Capacity
Services recorded $30.5 million of mark-to-market losses mainly
related to unfavorable gas hedges and a long-term power supply
transaction.

                    Wholesale Services

Wholesale Services reported a loss before interest and taxes of
$92.2 million in 2003 compared to a loss of $566.0 million in
2002. This business had impairment charges of $182.1 million in
2002, but none in 2003. Restructuring charges were $173.8 million
in 2002, but only $1.6 million in 2003.

When Aquila began to exit wholesale energy trading in 2002, it
stopped adding new or speculative positions to its trading
portfolio and thus limited the earnings opportunities of that
business. Wholesale Services had a gross loss of $49.7 million in
2003 compared to $99.7 million in 2002. The loss in 2003 included
about $25.6 million of non-cash losses related to the sale of
capacity under certain long-term gas transportation agreements at
substantially less than Aquila's future commitments, and $11.1
million related to termination of additional trading contracts.
Also included in the $49.7 million loss in 2003 was approximately
$37.0 million of non-cash earnings arising from the discounting of
the trading portfolio related to Aquila's long-term gas contracts.

The remaining 2003 losses at Wholesale Services mainly stem from
$45.9 million of margin losses related to long-term gas contracts.

                    Corporate and Other

Earnings before interest and taxes for Corporate and other were
$6.4 million in 2003 compared to a loss before interest and taxes
of $37.7 million in 2002. The improvement in 2003 reflects foreign
currency gains and lower restructuring charges.

                    Income Tax Benefit

Aquila's income tax benefit decreased by $51.7 million in 2003
compared to 2002, primarily as a result of lower losses before
income taxes in 2003 compared to 2002, and also because in 2002
the company no longer elected to classify its Australian or
Canadian investments as permanent. Certain tax benefits were not
recognized on a significant amount of the 2002 losses as a result
of valuation allowances being provided and certain 2002 expenses
not being deductible for income tax purposes.


Based in Kansas City, Missouri, Aquila (S&P, B+ Credit Facility
Rating, Negative) operates electricity and natural gas
distribution networks serving customers in seven states and in two
Canadian provinces. The company also owns and operates power
generation assets. At December 31, 2003, Aquila had total assets
of $7.7 billion. Go to http://www.aquila.com/for more  
information.


CALPINE: Completes Tender Offer for 4% Convertible Senior Notes
---------------------------------------------------------------    
Calpine Corporation (NYSE: CPN) accepted for payment $409,434,000
aggregate principal amount of its 4% Convertible Senior Notes Due
December 26, 2006, pursuant to its cash tender offer.  Each
holder who tendered Notes at or before 5:00 p.m., New York City
time, on March 9, 2004, the expiration date of the tender offer,
will receive approximately $1,008.22 for each $1,000 principal
amount of tendered Notes, representing 100% of the principal
amount thereof plus accrued but unpaid interest to, but not
including, March 10, 2004.  Calpine will pay an aggregate of
$412,800,457 for the tendered Notes.  Notes in the aggregate
principal amount of $73,625,000 remain outstanding.
    
Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook), celebrating its 20th year in power in 2004, is a
leading North American power company dedicated to providing
electric power to wholesale and industrial customers from clean,
efficient, natural gas-fired and geothermal power facilities.  The
company generates power at plants it owns or leases in 21 states
in the United States, three provinces in Canada and in the United
Kingdom.  Calpine is also the world's largest producer of
renewable geothermal energy, and owns or has access to
approximately one trillion cubic feet equivalent of proved natural
gas reserves in Canada and the United States.  The company was
founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN.  For more information about
Calpine, visit http://www.calpine.com/


CALUMET DISTRIBUTION: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Calumet Distribution Group, Inc.
        2100 East 15th Avenue
        Gary, Indiana 46402

Bankruptcy Case No.: 04-60772

Type of Business: The Debtor is an integrated supplier of
                  Maintenance, Repair and Operating
                  products to American integrated steel
                  producers.  See http://www.protoolsdirect.com/

Chapter 11 Petition Date: February 27, 2004

Court: Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Lawrence A. Kalina, Esq.
                  Spangler, Jennings & Dougherty, P.C.
                  8396 Mississippi Street
                  Merrillville, IN 46410
                  Tel: 219-769-2323
                  Fax: 219-769-5007

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Keep-Fill, Inc.                            $175,153

Stauffer Glove & Safety                    $109,958

Norton Bonded Division                      $84,122

Hilti, Inc.                                 $81,182

Morton Industries                           $75,517

Strong Tool Co.                             $69,532

Ingersoll-Rand Company                      $56,709

Oklahoma Rig & Supply Co.                   $54,066

A & A Bolt                                  $38,217

Catching Fluidpower                         $37,330

Lift All                                    $35,823

Brunner & Lay, Inc.                         $31,821

Starrett Company                            $25,944

MSC Industrial Supply Co.                   $25,086

Air Filter Maintenance                      $24,664

Stanley-Proto (Proto) Tools                 $23,208

Valenite Inc.                               $17,864

Rogers Tools Works, Inc.                    $16,849

Sherwin-Williams (MD)                       $15,678

Ames True Temper                            $15,447


CHYPS CBO: Fitch Affirms & Downgrades 1999-1 Note Classes
---------------------------------------------------------
Fitch Ratings has affirmed 4 classes of notes and downgraded one
class of notes issued by CHYPS CBO 1999-1, Ltd. The following
rating actions are effective immediately:

    -- $83,000,000 Class A-1 Notes affirmed at 'AAA';
    -- $97,000,000 Class A-2 Notes affirmed at 'AAA';
    -- $55,851,485 Class A-3 Notes downgraded to 'CCC' from 'B-';
    -- $13,000,000 Class B-1 Notes affirmed at 'C';
    -- $18,000,000 Class B-2 Notes affirmed at 'C'.

CHYPS CBO 1999-1, Ltd. is a collateralized bond obligation managed
by Delaware Investment Advisors which closed January 7, 1999.
CHYPS CBO 1999-1 is composed of predominantly high yield bonds.
CHYPS CBO is in its amortization period whereby trading is
restricted to the sale of defaulted and credit risk securities.
The sale of credit risk securities is limited to 10% per annum of
the total collateral balance. The class A-1 and A-2 notes are
insured for interest and principal by Financial Security Assurance
Inc. (FSA). Included in this review, Fitch Ratings discussed the
current state of the portfolio with the asset manager. In mid-
2000, Delaware Investment Advisors experienced complete turnover
in their fixed income team. The current management group has been
restricted from actively trading the portfolio due to significant
deterioration of the assets. In addition, Fitch Ratings conducted
cash flow modeling utilizing various default timing and interest
rate scenarios.

Since the last rating action on January 28, 2002, the collateral
has continued to deteriorate. The weighted average rating factor
has decreased from approximately 'CCC+' to 'CCC'. The class A
overcollateralization ratio has decreased from 98.2% as of January
28, 2002 to 75.6% as of the most recent trustee report dated
February 4, 2004. In addition, defaulted assets represented 26.1%
of the $201,000,000 of total collateral and eligible investments.
Assets rated 'CCC+' or lower represented approximately 49.5%,
excluding defaults.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities. As a result of
this analysis, Fitch has determined that the 'B-' rating assigned
to the class A-3 notes no longer reflect the current risk to
noteholders.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


COMM 2001-FL5: Fitch Takes Rating Actions on Various Notes Classes
------------------------------------------------------------------
Fitch Ratings has upgraded two, downgraded two and affirmed ten
classes of COMM 2001-FL5's commercial mortgage pass-through
certificates as follows:

                        Upgrades:

        --$21.6 million class C to 'AAA' from 'AA+';
        --$59.1 million class D to 'AA' from 'AA-';

                        Downgrades:

        --$1.9 million class K-HH to 'B+' from 'BB-';
        --$1.4 million class L-HH to 'B-' from 'B'.

                       Affirmations:

        --$178.2 million class A-2 'AAA';
        --Interest-only class X-2 'AAA';
        --$67.3 million class B 'AAA';
        --$27.5 million class E 'A+';
        --$26.5 million class F 'A-';
        --$4.3 million class K-CP 'BBB+';
        --$1.7 million class K-GB 'BBB+';
        --$4.3 million class L-CP 'BBB';
        --$1.5 million class L-GB 'BBB';
        --$19 million class G 'BB';
        --$3.3 million class M-HH 'B-'.

Fitch does not rate classes K-LG, L-LG, and M-LG. The following
classes have been paid in full: A-1, X-1, K-NB, K-FF, L-FF, M-FF,
N-FF, K-AA, L-AA, M-AA, and N-AA.

The upgrades are based on increased subordination levels to the
senior classes due to repayment in December 2003 of the $120
million Daily News Building loan (19% of the then outstanding
transaction balance) and release in January 2004 of the Rosedale
Mall (62.9% of the then current Lend Lease Portfolio loan) upon
payment of 110% of its allocated loan amount ($86.8 million). The
downgrades are due to the declines in performance of the Hyatt
Regency hotel in Houston, TX (16.8% of the transaction's current
principal balance). The K-HH, L-HH, and M-HH classes directly
reflect the performance of the B-note on the Hyatt Regency hotel
loan.

The performance of the Houston Hyatt continued to decline in 2003.
This hotel property is located in a downtown office sub-market
that has experienced significant softening. The hotel reports the
lowest occupancy among hotels in its competitive set. As of year-
end 2003, the Hyatt's revenue per available room (Repair) was down
33% from issuance. The Hyatt, with 977 rooms, had a YE 2003 Fitch
stressed debt service coverage ratio (DSCR) of 0.67 times  
compared to 1.74x at issuance. Based on this performance, and
considering that three new hotels aggregating 1,558 rooms were
added to the competitive set in December 2003 and January 2004,
Fitch has downgraded two of the rake classes. In February 2004,
Texaco announced its plans to consolidate most of its Houston
operations and staff into an empty 1.2 million-square-foot office
building adjacent to the Hyatt. This is likely to have a positive
effect on the performance of the hotel. Fitch will closely monitor
the hotel's performance over the next several months up to the
loan's maturity in July 2004.

The transaction has a rake structure and currently consists of six
floating-rate loans secured by nine assets. Each first mortgage
loan is split into an A/B note or an A/B/C note structure. Each A
note and B note has been contributed to form the trust mortgage
asset. While the A notes are pooled, the B and C notes provide
credit enhancement only to the loan to which they relate.

As part of its review, Fitch analyzed the performance of each loan
and the underlying collateral. Fitch compared each loan's DSCR at
issuance to the YE 2003 DSCR. DSCRs are based on a Fitch stressed
net cash flow (NCF) and debt service based on a Fitch stressed
constant and the TMA loan balance. An all-in DSCR was also
calculated to take into account the debt service on the C note in
order to fully reflect the entire stress on the loan. The current
overall Fitch stressed weighted average DSCR for the TMA was 1.59x
compared to 1.81x at issuance for the six loans remaining in the
pool. The current all-in weighted average DSCR (including the C
notes) was 1.35x compared to 1.57x at issuance for the six loans,
of which only three have C notes.

All loans mature in 2004. This near-term refinance risk is
mitigated because all of the loans have extension options
available. Of the remaining loans, 76% have investment-grade
credit assessments based on the amount of the TMA loan proceeds.

In addition to the Houston Hyatt, the pool has exposure to two
additional hotel loans. Performance improved since the last review
at the Irvine Marriott (7.2%), a 485-room hotel in Irvine, CA. The
YE 2003 Fitch stressed DSCR was 1.65x compared to 1.58x at YE
2002, although this was a decrease from 2.12x at issuance. The
third hotel loan in the pool is the Loews Miami Beach hotel
(12.2%). The Fitch stressed DSCR remains strong at 2.49x as of YE
2003, compared to 2.79x at issuance. NCF at YE 2003 increased 10%
over YE 2002. This hotel loan has an investment-grade credit
assessment.

The remaining loans in the pool consist of two office loans
(53.4%) and one retail loan (10.4%). The Crescent Portfolio (39%),
the largest loan in the pool, is collateralized by three office
buildings in Houston and Dallas, TX. Although average occupancy
improved to 91% as of January 2004, Fitch stressed DSCR at YE 2003
declined to 1.42x, compared to 1.60x at issuance. A major tenant
occupying 10% of the net rentable area renewed its leases in 2004
at a lower rent. Fitch is concerned with the weak office markets
in Houston and Dallas, and the fact that additional major tenant
leases expire in 2004 and 2006. However, the trust's loan exposure
per unit is relatively low, at $52.58 per square foot. The
Greensboro Executive Center loan (14.4%) consists of two office
buildings built in 2001 in the Tyson's Corner market of suburban
Washington, DC. The borrower is expected to repay the loan at its
maturity in April 2004.

The Lend Lease Mall Portfolio (10.4%) was originally
collateralized by three regional malls. Two properties, the
Westland Mall and Rosedale Mall, have been released. The remaining
Fox Run Mall in Newington, NH is performing well, with a 6% in-
line vacancy. Comparable sales in YE 2003 were up 2.2% and total
sales were up 3.7% over YE 2002. Fitch's YE 2003 stressed DSCR
increased to 2.19x, from 1.50x at issuance, due to the strong
performance of the mall and the paydown of the loan due to the
release premiums.

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


CORRPRO COS.: Institutional Shareholder Backs Refinancing Plan
--------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO), announced that Institutional
Shareholder Services (ISS), recognized worldwide as an independent
authority on public company shareholder matters and corporate
governance, has issued a formal recommendation to its
institutional clients holding shares in Corrpro to vote in favor
of the proposals of management relating to Corrpro's plan of
refinancing and recapitalization. ISS is the leading provider of
proxy voting and corporate governance services for institutional
and corporate clients worldwide.

The proposed refinancing and recapitalization plan is being
submitted to Corrpro's shareholders for approval at a March 16,
2004 special shareholders' meeting. It consists of a number of
interdependent proposals, including approval of a $13 million cash
investment by an entity controlled by Wingate Partners III, L.P.
in return for the issuance of $13 million of a new issue of
preferred stock, together with the issuance of warrants to the
Wingate affiliate to acquire 40% of the fully-diluted common stock
of the Company at a nominal exercise price.

As part of the refinancing plan, once approved, CapitalSource
Finance LLC, a subsidiary of CapitalSource Inc. (NYSE: CSE), has
agreed to provide to the Company a $40 million senior secured
credit facility, subject to the satisfaction of certain customary
closing conditions, consisting of a revolving credit line, a term
loan with a five-year maturity and a letter of credit sub-
facility. In addition, American Capital Strategies Ltd. (Nasdaq:
ACAS) has agreed to provide $14 million of secured subordinated
debt to the Company, subject to the satisfaction of certain
customary closing conditions. Shareholders are also being asked to
approve the issuance to American Capital of warrants to acquire
13% of the fully diluted common stock of the Company at a nominal
exercise price in connection with the refinancing. The proceeds of
the refinancing will be used to repay by March 31, 2004 the debt
owed its current senior lenders, a lending group led by Bank One
N.A., and The Prudential Insurance Company of America.

The Company has filed with the Securities and Exchange Commission
and mailed to its shareholders a definitive proxy statement in
connection with the proposals to be considered and voted upon at
the special meeting.

"The ISS recommendation confirms management's belief in the
importance of the approval of this plan for the future of our
Company. It is essential that our shareholders recognize that this
refinancing plan, which is the culmination of a rigorous process
under which hundreds of potential sources of capital were
contacted, represents the best alternative available for both the
Company's shareholders and the Company," commented Joseph W. Rog,
Chairman, CEO and President. "Failure to complete the refinancing
transaction on a timely basis would likely result in the issuance
of default notices and the commencement of foreclosure proceedings
by the Company's current lenders. In such case, there is no
currently foreseeable alternative available to the Company other
than filing for protection under applicable bankruptcy laws."

The Company urges its shareholders to read the proxy statement
carefully, as the proxy statement contains important information
regarding the proposals to be considered and voted upon at the
special meeting. If the refinancing and recapitalization plan is
not approved by the requisite majority of shareholders, the
Company will be obligated to pay substantial breakup fees as
described in the proxy statement.

The Company and its directors and officers may be deemed to be
participants in the solicitation of proxies with respect to the
proposals to be considered and voted upon at the special meeting.
Information regarding the ownership interests of the Company's
directors and executive officers is contained in the Company's
special meeting proxy statement and its Annual Report on Form 10-K
for the fiscal year ended March 31, 2003.

Corrpro, headquartered in Medina, Ohio, with offices worldwide, is
a leading provider of corrosion control engineering services,
systems and equipment to the infrastructure, environmental and
energy markets around the world. Corrpro is the leading provider
of cathodic protection systems and engineering services, as well
as a leading supplier of corrosion protection services relating to
coatings, pipeline integrity and reinforced concrete structures.

Wingate Partners III, L.P., headquartered in Dallas, Texas, is a
private investment firm focused on making equity investments in
businesses going through significant transition.


COVANTA: New Covanta Lake II Creditors Obtain April 3 Bar Date
--------------------------------------------------------------
On February 11, 2004, the Court approved a transaction pursuant
to which Covanta Lake, Inc. would merge with a newly formed
subsidiary of Danielson Holding Corporation, creating a post-
merger entity, known as Covanta Lake II, Inc.  Covanta Lake II is
the successor-in-interest to Covanta Lake, an original Debtor,
with the same assets, liabilities, and operations.  The creditors
of and claims against Covanta Lake II are identical to those of
Covanta Lake.  Thus, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, in New York, asserts that it is fully
appropriate for the Court to waive the adoption of a new bar date
for Covanta Lake II.

Accordingly, the Debtors ask the Court to waive the setting of a
new bar date for Covanta Lake II and instead adopt the
August 9, 2002 bar date previously assigned to Covanta Lake in
Case No. 02-4093.

                        *   *   *

Judge Blackshear emphasizes that only the New Covanta Lake II
Creditors are entitled to file new proofs of claim against
Covanta Lake II.  New Covanta Lake II Creditors refer to entities
that have or assert any prepetition Claims arising on or before
April 1, 2002, against Covanta Lake II, that:

   (a) have not previously filed a proof of claim against Covanta
       Lake; and

   (b) were not served with:

          -- a Bar Date Notice pursuant to any of the orders
             establishing bar dates in these Chapter 11 cases; or

          -- amended schedules of Covanta Lake.

The Court sets April 3, 2004, as the last day for the New Covanta
Lake II Creditors to file a proof of claim.  The August 9, 2002,
Bar Date, originally assigned to Covanta Lake, is adopted for
Covanta Lake II only for entities other than the New Covanta Lake
II Creditors.  Judge Blackshear waives the setting of a bar date
pursuant to Rule 3003(c)(3) of the Federal Rules of Bankruptcy
Procedure for all entities other than the New Covanta Lake II
Creditors.

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)   


COVANTA ENERGY: Exits Bankruptcy After Danielson Acquisition
------------------------------------------------------------
Danielson Holding Corporation (Amex: DHC) and Covanta Energy
Corporation announced that Danielson has completed its previously
announced acquisition of Covanta's energy and water business
allowing Covanta to emerge from bankruptcy. Covanta's plan of
reorganization was approved by the Bankruptcy Court for the
Southern District of New York pursuant to an order entered on
March 5, 2004, allowing Covanta to emerge from bankruptcy.

Covanta will remain headquartered in Fairfield, New Jersey.
Anthony J. Orlando will continue to serve as the company's Chief
Executive Officer and the company's existing management structure
will stay in place.

"We are very pleased to have concluded Covanta's reorganization
and are now focused on the continued success of our waste-to-
energy business," commented Orlando. He added, "The plan approved
by the court maximizes creditor recovery and affords the company a
solid capital structure. In addition, it enables us to embark on a
dynamic partnership with the Danielson team. By combining our
complementary skill sets, we will position Covanta to do what it
does best - provide our clients with world class, reliable
service."

"The Covanta management team has performed an excellent job in
meeting their client community needs throughout this lengthy
reorganization process," said Sam Zell, Danielson's Chairman and
Chief Executive Officer. "We look forward to working with them to
build on their solid foundation in the energy business."

Pursuant to a definitive investment and purchase agreement
executed on December 2, 2003, Danielson has acquired 100% of
Covanta's equity for approximately $30 million in cash. In
addition, Danielson arranged a new $118 million letter of credit
facility for Covanta, secured by a second lien on Covanta's
domestic assets. With respect to Covanta's domestic operations,
Covanta has obtained a new $138 million first lien secured letter
of credit facility and has issued $205 million of senior secured
notes accreting to $230 million by 2011, and up to $50 million
face amount of unsecured notes. As a result of these transactions
and the bankruptcy court's order, Covanta emerged from bankruptcy
with over $50 million in cash and revolving credit facility
availability. Covanta's international operations also issued $95
million of secured 3-year term notes to certain of Covanta's
creditors.

As previously disclosed, Danielson did not purchase Covanta's
geothermal assets, which were sold in December, 2003 to Ormat
Nevada, Inc., the winning bidder following the auction of those
assets.

The financing necessary for Danielson's acquisition of Covanta was
provided by three of Danielson's shareholders: SZ Investments,
L.L.C., Third Avenue Trust, on behalf of Third Avenue Value Fund,
and D. E. Shaw Laminar Portfolios, L.L.C. In addition, Laminar has
arranged for the provision of a $10 million secured revolving loan
facility to Covanta's international operations. In connection with
the financing by such shareholders, Danielson issued notes that
have an aggregate principal balance of $40 million and, if not
repaid, are convertible into shares of Danielson common stock at a
price of $1.53 per share. The proceeds from this financing
remaining after payment of the purchase price will be used to pay
certain transaction expenses and for general corporate purposes.

Danielson expects to refinance these convertible notes through a
pro rata rights offering to its shareholders. Under the terms of
its agreement with SZ Investments, Third Avenue and Laminar,
Danielson is required to commence the rights offering within 75
days of the closing of its acquisition of Covanta. As previously
announced, under this rights offering Danielson intends to issue
rights to purchase 0.75 shares of common stock for each
outstanding share of Danielson common stock at an exercise price
of $1.53 per share. If Danielson does not refinance all of the
notes, the remaining principal balance and unpaid interest of the
notes would be convertible into shares of Danielson common stock
at the rights offering price of $1.53 per share. In addition,
Laminar has agreed to purchase up to an additional 8.75 million
shares of Danielson common stock at $1.53 per share based upon the
levels of public participation in the rights offering. The
convertible note financing and other related party transactions
were approved by a special committee of independent directors of
Danielson.

Danielson anticipates that it will issue rights to acquire
approximately 27 million shares of its common stock. Assuming
exercise of all rights and the purchase of 8.75 million shares by
Laminar, Danielson estimates that it will have approximately 71
million shares outstanding following the rights offering. In
addition, following completion of the rights offering and sale of
shares to Laminar, Danielson has agreed to offer to sell up to 3
million shares of its common stock to certain creditors of Covanta
at a purchase price of $1.53 per share.

Covanta Energy Corporation is an internationally recognized owner
and operator of waste to energy and power generation projects. Its
waste-to- energy facilities convert municipal solid waste into
energy for numerous communities, predominantly in the United
States. The Company also operates water and wastewater treatment
facilities.

Danielson Holding Corporation is an American Stock Exchange listed
company, engaging in the financial services and specialty
insurance business through its subsidiaries. Danielson's charter
contains restrictions that prohibit parties from acquiring 5% or
more of Danielson's common stock without its prior consent.


DESERT HOT SPRINGS: Tranzon to Help City Ease Financial Woes
------------------------------------------------------------
The City of Desert Hot Springs, in a step towards resolving its
bankruptcy issues, has selected California-based Tranzon Asset
Strategies (TAS) to conduct an auction of 26 parcels of land and
excess facilities equipment that are owned by the city. TAS is
part of Tranzon, LLC, a nationwide auction and accelerated
marketing firm with 11 member companies and 22 offices coast-to-
coast.

The City is in Chapter 9 Bankruptcy. As part of the reorganization
and debt payoff plan, certain non-liquid assets will be liquidated
with the assistance of Tranzon. The auction is scheduled for
Saturday, March 20th at 12:00 p.m. in the city council chambers at
the Carl May Center, and is open to the public. Twenty-six (26)
residential and commercial real estate lots, all located within
the city, will be offered at auction. On-line bidding will also be
offered for potential purchasers who are unable to attend the live
auction.

The city filed for Bankruptcy in 2001, as a result of a 10-year-
old lawsuit by a developer. Despite the Bankruptcy, the City is
very optimistic about its future.

Located in the foothills overlooking the floor of the Coachella
Valley, Desert Hot Springs is one of eight cities that make up the
Palm Springs Desert Resorts. Known for its therapeutic hot mineral
water and spa resorts, the city was also recently distinguished as
having the nation's best, untreated natural water.

A mecca for vacationers looking to soak in the springs, the area
is now in the midst of a housing and retail boom that is
unparalleled. Some estimates place new construction growth in
Desert Hot Springs up 250 per cent from last year, a trend that is
evident throughout the Coachella Valley. In addition to numerous
new residential developments, retail giants Wal-Mart and Target
are currently under construction along Highway 111. An increase in
tourism is also fueling the economic upswing, helped by the
Coachella Valley's five Indian casinos and plans to renovate the
Palm Springs Convention Center. All of this recent development
bodes well for the continued future growth and development of
Desert Hot Springs.

Headquartered in Richmond, VA, Tranzon, LLC combines a national
network of experts with the local expertise and presence demanded
by those seeking its services: bankruptcy and estate attorneys,
special assets managers at banking institutions, corporations and
individuals.

For more information on the auction, contact Tranzon Asset
Strategies at (888) 314-1314 or go to http://www.tranzon.com/


DILLARD'S INC: BB-Rated Retailer Releases Fourth Quarter Results
----------------------------------------------------------------
Dillard's, Inc. (NYSE:DDS)(S&P, BB Corporate Credit Rating,
Negative) announced operating results for its fourth quarter ended
January 31, 2004.

Net income for the 13 weeks ended January 31, 2004 was $51.2
million ($0.61 per fully diluted share) compared to a net income
of $72.3 million ($0.85 per fully diluted share) for the 13 weeks
ended February 1, 2003.

Included in net income for the 13 weeks ended January 31, 2004
were after-tax net charges of $11.3 million ($0.13 per fully
diluted share) resulting from after-tax charges totaling $16.8
million ($0.20 per fully diluted share) consisting of asset
impairment and store closing charges, partially offset by an
after-tax gain of $5.5 million ($0.07 per fully diluted share)
relating to the sale of three store properties.

Included in net income for the 13 weeks ended February 1, 2003 was
an after-tax net gain of $7.1 million ($0.08 per fully diluted
share) resulting from an after-tax gain of $41.1 million ($0.48
per fully diluted share) pertaining to the Company's sale of its
interest in FlatIron Crossing, a Broomfield, Colorado shopping
center, partially offset by after-tax charges totaling $34.0
million ($0.40 per fully diluted share) consisting of asset
impairment and store closing charges.

Highlights of the fourth quarter and fiscal year ended January 31,
2004 include the following.

-- During the 13 weeks ended January 31, 2004, Dillard's achieved
   improved gross margin improvement of 20 basis points of sales.

-- The Company effectively reduced advertising, selling,
   administrative and general expenses $10.3 million and $66.1
   million, respectively, during the 13 and 52-week periods ended
   January 31, 2004.

-- The Company further strengthened its balance sheet through
   reducing indebtedness during the 52 weeks ended January 31,
   2004 by $261.3 million. The Company announced its intention to
   redeem its $331.6 million Preferred Securities on February 2,
   2004.

-- Dillard's continued expansion of its exclusive brand
   merchandise as a means to provide customers with superior
   fashion and value choices, while driving differentiation in the
   marketplace. Sales penetration of exclusive brand merchandise
   increased storewide from 18.2% to 20.9% during the 52 weeks
   ended January 31, 2004.

                              Sales

Sales for the 13 weeks ended January 31, 2004 were $2.299 billion
compared to sales for the 13 weeks ended February 1, 2003 of
$2.388 billion, a decrease of 4%. Sales in comparable stores for
the 13-week period decreased 4%.

Sales for the 52 weeks ended January 31, 2004 were $7.599 billion
compared to sales for the 52 weeks ended February 1, 2003 of
$7.911 billion, a decrease of 4%. Sales in comparable stores for
the 52-week period decreased 4%.

               Gross Margin/Merchandise Initiatives

Gross margin performance for the 13 weeks ended January 31, 2004
increased 20 basis points as a percentage of sales. Inventory
position at January 31, 2004 in comparable stores increased 1%
compared to inventory position at February 1, 2003.

Dillard's management reiterates their strong belief that
merchandise differentiation by the Company is crucial to its
future success in the marketplace. Dillard's will continue its
strategy of refining its merchandise mix to feature a greater
selection of exclusive brand merchandise while presenting new and
unique presentations of assortments from national vendor sources,
with a special emphasis on presenting new product in the "better"
(more upscale) categories. The Company will seek to build
exclusive relationships with promising vendors and designers where
appropriate.

Gross margins of Dillard's exclusive brand merchandise exceeded
gross margins of national brand merchandise during the 26 and 52
weeks ended January 31, 2004. During those periods, Dillard's
achieved particularly strong exclusive brand gross margin
performances (in comparison to national brand performance) in the
Juniors', Shoes and Home areas.

During the 52 weeks ended January 31, 2004, Dillard's continued
its strategy of expanding its exclusive brand merchandise
portfolio, with the ongoing objective of building Dillard's brands
as nationally recognized and revered destination brands. Each new
merchandise line has been developed specifically to meet the
demands of targeted demographics of discerning Dillard's shoppers.

Dillard's continues its efforts to improve and expand its Internet
website at http://www.dillards.com/not only as a means to offer  
customers the convenience of online shopping, but also as an
effective way to create excitement about Dillard's and to drive
traffic into the Company's 328 Dillard's locations. During fiscal
2003, Dillard's launched brand-specific websites to promote
recognition and online shopping of its exclusive Antonio Melani,
Gianni Bini and Michelle D merchandise lines under the names
http://www.antoniomelani.com/, http://www.giannibini.com/and  
http://www.michelled.com/

Other brand-specific website locations are being developed for
other exclusive brand names and will be launched in fiscal 2004.

              Advertising, Selling, Administrative
                      and General Expenses

Advertising, selling, administrative and general ("SG&A") expenses
declined $10.3 million to $563.3 million for the 13 weeks ended
January 31, 2004 from $573.6 million for the comparable period
ended February 1, 2003. The Company noted improvement in bad debt
expense ($15.3 million) related to the Company's proprietary
credit card partially offset by small increases in other expense
areas.

Management is pleased with the progress regarding the quality of
its accounts receivable portfolio and with the resulting reduction
in bad debt expense during the 13 weeks ended January 31, 2004.
The Company believes the improvement in the accounts receivable
portfolio resulted primarily from its implementation of certain
new initiatives in credit granting operations.

                         Debt/Interest Expense

Interest and debt expense declined to $41 million during thirteen
weeks ended January 31, 2004 from $46.4 million for the thirteen
weeks ended February 1, 2003. During the thirteen weeks ended
January 31, 2004, the Company retired the remaining $130.0 million
6.13% notes maturing Saturday, November 1, 2003.

At January 31, 2004, the Company had $50 million outstanding in
short-term borrowings under its accounts receivable conduit
facilities. Peak borrowings under the Company's accounts
receivable facility during the thirteen weeks ended January 31,
2004 were $381.5 million. Remaining available short-term
borrowings under these conduit facilities at January 31, 2004 were
$450.0 million.

In December 2003, the Company amended and extended its senior
secured revolving credit facility. The amendments included an
increase in the amount of the facility from $400 million to $1
billion. In addition, the facility was extended to a five-year
maturity and now expires in December 2008. There are no financial
covenant requirements under the amended credit facility provided
that availability under the agreement exceeds $100 million. At
January 31, 2004, letters of credit totaling $75.5 million were
outstanding under this facility. There was no funded debt
outstanding under the revolving credit agreement at January 31,
2004.

In December 2003, the Company announced its intention to redeem
its $331.6 million Preferred Securities included in Guaranteed
Preferred Beneficial Interests in the Company's Subordinated
Debentures anticipating that such redemption would occur on
February 2, 2004. Accordingly, $331.6 million of Guaranteed
Preferred Beneficial Interests in the Company's Subordinated
Debentures is included in current liabilities on the Company's
consolidated balance sheet at January 31, 2004.

The Company redeemed the $331.6 million Preferred Securities on
February 2, 2004 as planned, with $100 million borrowed under its
amended revolving credit facility and the balance borrowed under
the Company's accounts receivable securitization conduit
facilities. Short-term borrowings under both the credit facility
and accounts receivable securitization conduit facilities were
$376.5 million at February 2, 2004. Subsequently, the Company has
paid down substantially all of these borrowings from cash from
operations during the first quarter of 2004. As of March 9, 2004,
total short-term borrowings under both the revolving credit
facility and accounts receivable conduit facilities were $40.0
million. Dillard's expects to fund its ongoing cyclical working
capital needs through short-term borrowings from its accounts
receivable securitization conduit facilities.

                        Income - 52 Weeks

Net income for the 52 weeks ended January 31, 2004 was $9.3
million ($0.11 per fully diluted share) compared to a net loss of
$398.4 million ($4.67 per fully diluted share) for the 52 weeks
ended February 1, 2003.

Included in net income for the 52 weeks ended January 31, 2004
were after-tax net charges of $12.9 million ($0.15 per fully
diluted share) resulting from after-tax charges totaling $38.9
million ($0.46 per fully diluted share) partially offset by after-
tax gains totaling $26.0 million ($0.31 per fully diluted share).
The charges for the year consisted of asset impairment and store
closing charges and call premiums related to early debt reduction.
The gains for the year consisted of gains on sale of certain
properties, a credit recorded due to resolution of certain
liabilities and a credit received from the Internal Revenue
Service.

Included in net income for the 52 weeks ended February 1, 2003
were after-tax net charges of $1.2 million ($0.02 per fully
diluted share) resulting from after-tax charges totaling $44.3
million ($0.52 per fully diluted share) partially offset by after-
tax gains totaling $43.1 million ($0.50 per fully diluted share).
The charges for the year consisted of asset impairment and store
closing charges and call premiums paid related to early debt
reduction and amortization of accounts receivable securitization
gains. The gains consisted of a gain on sale of a mall property
and a distribution received related to an investee partnership.

                      Share Repurchase

The Company's board of directors authorized a stock repurchase
program in May of 2000. During the 52 weeks ended January 31,
2004, the Company repurchased approximately 1.5 million shares of
Class A common stock for $18.9 million. Approximately $56 million
in share repurchase authorization remained under this open-ended
plan at January 31, 2004.

               Store Openings/Closings - 2003

During the fourth quarter of 2003, the Company completed the
closure of its Pinellas Parkside location in Pinellas Park,
Florida and its Coliseum Mall location in Hampton, Virginia.

During the 52 weeks ended January 31, 2004, Dillard's opened five
new locations in Olmstead, Ohio; Davenport, Iowa; Richmond,
Virginia (2) and Houston, Texas (replacement store).

During the 52 weeks ended January 31, 2004, the Company closed
nine Dillard's locations. Since announcing its policy in late 2000
to close under-performing stores as conditions permit, the Company
has closed 36 Dillard's stores.

                Store Opening Schedule - 2004

Scheduled store openings for the year ended January 29, 2005:

                                                Open
  Dillard's at:     City                        Month     Sq. Feet
------------------- ------------------------------------- --------
The Shoppes at East
Chase(a)           Montgomery, Alabama          March     155,000
Coastal Grand       Myrtle Beach, South Carolina March     155,000
Colonial University
Village(a)         Auburn, Alabama              April     126,000
Greenbrier Mall(a)  Chesapeake, Virginia         April     160,000
Jordan Creek Town
Center             West Des Moines, Iowa        August    200,000
Yuma Palms(a)       Yuma, Arizona                October    98,000
South Park Mall     Moline, Illinois             October   127,000
Eastern Shore(a)    Spanish Fort, Alabama        October   126,000

(a) Replacement store

At January 31, 2004, the Company operated 328 stores spanning 29
states - all operating with one name - Dillard's.

                         Sales by Category

During the thirteen weeks ended January 31, 2004, sales in
accessories, shoes, lingerie and cosmetics were strongest and
exceeded the Company's average sales performance for the period.
Sales in the home categories were in line with the average
performance. Sales in women's and juniors and men's categories
were slightly below trend. Sales in the children's area were
significantly below trend.

                         Sales by Region

During the thirteen weeks ended January 31, 2004, sales in the
Western region of the Company were significantly stronger that the
Company's average sales performance for the period. Sales in the
Eastern region were in line with Company trend. Sales in the
Central region of the Company were slightly below trend.

                         Estimates for 2004

The Company is updating the following estimates for certain income
statement items for the fiscal year ended January 29, 2005 based
upon current conditions. Actual results may differ significantly
from these estimates as conditions and factors change

                                             In Millions
                                            2004      2003
                                         Estimated   Actual

          Depreciation and amortization   $  290    $  291
          Rental expense                      64        64
          Interest and debt expense          155       181
          Capital expenditures               240       227

The company is a Little Rock, Ark.-based department store
retailer.


DR. BARNES' EYECENTER: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Dr. Barnes' Eyecenter, Inc.
        2110 Hutton Drive, Suite 100
        Carrollton, Texas 75006

Bankruptcy Case No.: 04-10784

Type of Business: The Debtor operated seven optical retail stores
                  in various municipalities within the
                  Commonwealth of Puerto Rico.

Chapter 11 Petition Date: March 9, 2004

Court: District of Delaware

Judge: Mary F. Walrath

Debtor's Counsels: Ian Connor Bifferato, Esq.
                   Joseph K. Koury, Esq.
                   Bifferato, Bifferato & Gentilotti
                   1308 Delaware Ave., P.O. Box 2165
                   Wilmington, DE 19899-2165
                   Tel: 302-429-1900
                   Fax: 302-429-8600

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Plaza Las Americas, Inc.                 $1,877,962
Renta De Plaza (189A)
P.O. Box 363268
San Juan, PR 00936-3268

Plaza Del Caribe, S.E.                     $859,970
Renta De Ponce (204)
P.O. Box 363268
San Juan, PR 00936-3268

Essilor of America                          $88,479

Vision Ease                                 $16,783

Lens Vision Outlet                          $16,354

Vistakon                                    $16,344

Polycore                                    $13,896

Bird Bird Hestres                           $13,178

CIBA Vision                                 $11,634

Bausch & Lomb CLD                            $6,902

Omar Reyes Architect                         $6,825

Oakley                                       $6,422

Younger Optics                               $5,431

Ocular Sciences                              $5,400

United Parcel Service                        $4,443

Smartlab                                     $3,942

LBI                                          $3,282

Premier Optical Machinery & Repair           $3,248

Latham & Phillips                            $2,932

Nanofilm Ltd.                                $2,592


DYNAMIC TOURS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dynamic Tours & Transportation, Inc.
        175 Thorpe Road
        Orlando, Florida 32824

Bankruptcy Case No.: 04-02009

Type of Business: The Debtor provides luxury transportation for
                  a variety of needs, including convention and
                  conference groups, weddings and receptions,
                  recreational tours, airport transportation,
                  concerts, sporting events, family reunions,
                  and real estate tours. See
                  http://www.dynamiccoaches.com/

Chapter 11 Petition Date: February 25, 2004

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: Kevin E. Mangum, Esq.
                  Mangum & Associates PA
                  5100 Highway 17-92, Suite 200
                  Casselberry, Florida 32707
                  Tel: 407-478-1555

Total Assets: $5,679,555

Total Debts:  $7,722,379

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Conseco Finance Leasing Trust Value of Collateral:      $659,880
50 Washington St, 12th Fl     $577,500
South Norwalk, CT 06854

Conseco Finance Leasing Trust Value of Collateral:      $536,490
50 Washington St, 12th Fl     $450,000
South Norwalk, CT 06854

GE Capital                    Value of Collateral:      $464,078
11010 Prairie Lakes Dr.       $320,000
55344

MCII Funding II, Inc.         Value of Collateral:      $448,366
P.O. Box 972299               $225,000
Dallas, TX 75397-2299

MCII Funding II, Inc.         Value of Collateral:      $443,404
P.O. Box 972299               $225,000
Dallas, TX 75397-2299

Financial Federal Credit,     Value of Collateral:      $421,820
Inc.                          $350,000
P.O. Box 201478
Houston, TX 77216-1478

GE Capital                    Value of Collateral:      $362,507
11010 Prairie Lakes Dr.       $200,000
55344

GE Capital                    Value of Collateral:      $351,924
11010 Prairie Lakes Dr.       $210,000
55344

Rodes-Roper-Love                                        $312,069
158 N. Harbor City Blvd.
Melbourne, FL 32935

GE Capital                    Value of Collateral:      $289,461
11010 Prairie Lakes Dr.       $190,000
55344

GE Capital                    Value of Collateral:      $287,282
11010 Prairie Lakes Dr.       $190,000
55344

GE Capital                    Value of Collateral:      $281,925
11010 Prairie Lakes Dr.       $190,000
55344

GE Capital                    Value of Collateral:      $255,680
11010 Prairie Lakes Dr.       $150,000
55344

T & W Funding Company VIII,                             $250,000
LLC

GE Capital                    Value of Collateral:      $172,179
                              $145,000

GE Capital                    Value of Collateral:      $164,979
                              $80,000

SunCoast Resources, Inc.                                $115,086

Associated Industries                                   $111,611
Insurance Co.

MCII Funding II, Inc.         Value of Collateral:       $70,926
                              $25,000

The Goodyear Tire & Rubber                               $55,103
Company                       


DYNEGY INC: Ranks No. 5 in Zacks' List of Stocks to Sell Now
------------------------------------------------------------
Zacks.com currently rates Dynegy Inc. stock with a 'Strong Sell'
(Rank #5) recommendation.

Zacks.com from time to time releases details on a group of stocks
that are part of their exclusive list of Stocks to Sell Now. Since
inception in 1988 the S&P 500 has outperformed the Zacks #5 Ranked
Strong Sells by 170.3% annually (12.1% vs. 4.5% respectively).
"While the rest of Wall Street continued to tout stocks during the
market declines of the last few years, we were telling our
customers which stocks to sell in order to save themselves the
misery of unrelenting losses," according to Zacks.com.

To see the full Zacks #5 Ranked list of Stocks to Sell Now then

               visit: http://at.zacks.com/?id=92

Here is a synopsis of why Dynegy stocks have a Zacks Rank of 5
(Strong Sell) and should most likely be sold or avoided for the
next 1 to 3 months. Note that a #5/Strong Sell rating is applied
to 5% of all the stocks the company ranks:

Dynegy Inc. (NYSE:DYN) is a provider of energy products and
services. Earnings estimates for the year ending December 2004
have moved from a profit to a loss for Dynegy over the past two
months. Late January saw the company report a fourth quarter loss
that was narrower than the consensus, but analysts still appear to
be wary of boosting the company's earnings estimates at the
moment. Furthermore, some of them expected more from the company's
conservative operating cash flow guidance for 2004. Dynegy went on
to say that it expects continued restructuring in 2004, though not
at last year's level. However, Dynegy is a company on the move,
and made much progress in its restructuring efforts in 2003,
including reducing its debt, decreasing its collateral postings,
and maintaining a strong liquidity position, among others. The
company believes that such moves provide a solid foundation for
the future. But for now, investors may want to hold off on opening
or deepening a position until its earnings estimates gain more
upside momentum.

                  About the Zacks Rank

For over 15 years the Zacks Rank has proven that "Earnings
estimate revisions are the most powerful force impacting stock
prices." Since inception in 1988 the #1 Ranked stocks have
generated an average annual return of +33.7% compared to the
(a)S&P 500 return of only +12.1%. Plus this exclusive stock list
has generated total gains of +100.3% since January 2000 as the
market suffered its worst downturn in 60 years. Also note that the
Zacks Rank system has just as many Strong Sell recommendations
(Rank #5) as Strong Buy recommendations (Rank #1). And since 1988
the S&P 500 has outperformed the Zacks #5 Ranked Strong Sells by
170.3% annually (12.1% vs. 4.5% respectively). Thus, the Zacks
Rank system can truly be used to effectively manage the trading in
your portfolio.

For continuous coverage of Zacks #1 and #5 Ranked stocks, then get
your free subscription to "Profit from the Pros" e-mail newsletter
where we highlight stocks to buy and sell using our time tested
stock evaluation model. http://at.zacks.com/?id=94

The Zacks Rank, and all of its recommendations, is created by
Zacks & Co., member NASD. Zacks.com displays the Zacks Rank with
permission from Zacks & Co. on its web site for individual
investors.

                         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=95

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.

                         About Dynegy

Dynegy Inc. (S&P, B Corporate Credit Rating, Negative) provides
electricity, natural gas and natural gas liquids to wholesale
customers in the United States and to retail customers in the
state of Illinois.  The company owns and operates a diverse
portfolio of energy assets, including power plants totaling
approximately 13,00 megawatts of net generating capacity, gas
processing plants that process more than 2 billion cubic feet of
natural gas per day and approximately 40,000 miles of electric
transmission and distribution lines.


EMAGIN CORPORATION: Susan Jones Discloses 5.73% Equity Stake
------------------------------------------------------------
Susan K. Jones beneficially owns 3,264,721 shares of the common
stock of eMagin Corporation. The amount held includes options to
purchase up to 1,676,949 shares of eMagin's common stock. Ms.
Jones holds sole voting and dispositive powers over the stock.  
3,264,721 shares represents 5.73% of the outstanding common stock
of eMagin based on a total outstanding of 56,945,256 shares of
common stock, assuming the exercise of outstanding options
beneficially owned by Ms. Jones.

eMagin is a developer and manufacturer of optical systems and  
microdisplays for use in the electronics industry.  eMagin's
wholly-owned subsidiary, Virtual Vision Inc., develops and markets  
microdisplay systems and optics technology for commercial,  
industrial and military  applications.

At June 30, 2003, eMagin's balance sheet shows a total
shareholders' equity deficit of about $6 million.


ENRON: Inks Stipulations Allowing Direct Solicitation of Votes
--------------------------------------------------------------
Eight entities are Fiduciaries to various Indentures and
financing transactions:

   (a) The Bank of New York, as successor Indenture Trustee
       pursuant to the Supplemental Indenture, dated as of
       July 19, 2001, among Marlin Water Trust II and Marlin
       Water Capital Corp. II, United States Trust Company of
       New York, and Deutsche Bank AG London;

   (b) The Bank of New York for the holders of the Osprey Notes
       in the Whitewing Financing Transactions;

   (c) Credit Suisse First Boston for the E-Next Financing
       Transaction;

   (d) JP Morgan Chase Bank for the Choctaw, Zephyrus and
       Sequoia Financing Transactions;

   (e) National Westminister Bank Plc for the ETOL Financing
       Transactions;

   (f) Deutsche Trustee Company Limited for the holders of
       certain notes due 2008;

   (g) The Bank of New York for the five trusts and one special
       purpose entity in the Yosemite and Credit Linked Notes
       financing transactions; and

   (h) The Bank of New York for the Noteholders of European
       Power Limited Company, a business trust involved in the
       Margaux Financing Transaction.

The Fiduciaries filed proofs of claim against the Enron Corp.
Debtors on behalf of the beneficial holders of the Indentures and
Financing Transactions.

With Judge Gonzalez's permission, the Debtors enter into
Stipulations with the Fiduciaries on these terms:

A. The Beneficial Holders of the various Indenture Claims on
   record as of January 6, 2004, will be solicited directly to
   vote for or against the Plan based on their pro rata share of
   the Claim, using procedures, ballots and voting instructions
   set forth in the Solicitation Procedures Order;

B. Solicitation Packages will be mailed to the Beneficial
   Holders of the Claims on or before:

   -- February 20, 2004 with respect to the Supplemental
      Indenture Claim; and

   -- February 24, 2004 with respect to the Whitewing Financing
      Transactions Claim, the E-Next Financing Transaction
      Claims the CZS Financing Transaction Claim, the ETOL
      Financing Transactions Claim, the 2008 Notes Claim;

C. The Debtors and the Creditors Committee reserve all rights to
   challenge the tabulation of votes authorized to be solicited
   directly pursuant to the Stipulation as individual votes for
   or against the Plan; and

D. If it is later determined that the votes should not be
   counted as individual votes for or against the Plan, then (1)
   the votes will be deemed Beneficial Holder votes to instruct
   the applicable Fiduciary as to how to vote the Fiduciary
   Claim and (2) the manner and method for tabulating these
   votes for purposes of determining how the Fiduciary will vote
   on the Plan will be determined at the Confirmation Hearing.
   (Enron Bankruptcy News, Issue No. 100; Bankruptcy Creditors'
   Service, Inc., 215/945-7000)


ENRON: Registers with SEC as Public Utility Holding Company
-----------------------------------------------------------
On March 9, 2004, Enron Corp. registered with the U.S. Securities
and Exchange Commission making it a registered holding company
under the Public Utility Holding Company Act of 1935. As a
registered holding company, Enron and its subsidiaries became
subject to the Commission's jurisdiction under the Public Utility
Holding Company Act of 1935.


ENRON: SEC Gives Formal Stamp of Approval to Chapter 11 Plan
------------------------------------------------------------
Following Enron Corp.'s formal registration under the Public
Utility Holding Company Act of 1935, the Securities and Exchange
Commission approved three orders regarding Enron and its
subsidiaries:

   * One order, Holding Company Act Release Number 35-27810,
     approves their plan of reorganization under Chapter 11 of the
     Bankruptcy Code.

   * The second order, Holding Company Act Release Number 35-
     27809, authorizes Enron and its subsidiaries to engage in
     certain business transactions through July 31, 2005.

   * The third order, Holding Company Act Release Number 35-27811,
     grants Enron's motion for leave to withdraw a previously
     filed application for exemption under the Public Utility
     Holding Company Act of 1935 and to dismiss the administrative
     proceeding the Commission had instituted with regard to that
     application.

The order authorizing the plan of reorganization also permits
Enron to solicit in the Bankruptcy Court the votes of Enron's
creditors for acceptances or rejections of the plan. As a
registered holding company, any sale or other disposition by Enron
of Portland General Electric Company, a public utility subsidiary
of Enron under the Public Utility Holding Company Act, will be
subject to the approval of the Commission.


ENRON: Secures SEC Nod to Allow Northern Border's Distributions
---------------------------------------------------------------
Northern Border Partners, L.P. (NYSE:NBP) announced that the
Securities and Exchange Commission (SEC) granted Enron's request
on behalf of NBP to allow NBP to declare and pay distributions.
NBP also will be able to invest as much as an additional $1
billion in energy assets, and to issue and sell debt and equity
securities without further authorization from the SEC. The
approval is part of an SEC order, after Enron registered as a
holding company under the Public Utility Holding Company Act of
1935 (PUHCA).

The authorizations are effective until the earlier of the
deregistration of Enron under PUHCA or July 31, 2005.

"This SEC action minimizes the potential for Northern Border's
business to be adversely impacted by Enron's regulation under
PUHCA," said Bill Cordes, chairman and chief executive officer of
Northern Border Partners.

Northern Border Partners, L.P. is a publicly traded partnership
formed to own, operate and acquire a diversified portfolio of
energy assets. The Partnership owns and manages natural gas
pipelines and is engaged in the gathering and processing of
natural gas. More information can be found at

          http://www.northernborderpartners.com/


FREESTAR TECHNOLOGY: Delays Filing of December Quarter Results
--------------------------------------------------------------
FreeStar Technology Corporation (formerly Freestar Technologies
Inc.) is in the process of compiling information for the quarterly
period ended December 31, 2003, all of which information has not
yet been received.  For this reason the Company has informed the
SEC that it's filing of financial information will be delayed.

The Company expects to report a larger loss in its results of
operations for the three months ended December 31, 2003 than it
did in the three months ended December 31, 2002, primarily due to
an increase in the compensation paid to outside consultants
through the issuance of common stock, and options and warrants.  
The Company also expects revenue to be higher for the three months
ended December 31, 2003 as compared to the three months ended
December 31, 2002 due to the acquisition of Rahaxi Processing Oy
during fiscal year ended June 30, 2003.  Because of the
complexities involved in the consolidation of the its accounts,
Freestar states that it is impractical to provide accurate
estimates of the revenue and loss at this time.

FreeStar Technology Corporation, was formed on November 17, 1999
as a Nevada corporation.  Its principal offices are in Santo
Domingo, Dominican Republic. FreeStar has developed software-
enabling e-commerce transactions over the Internet, using credit,
debit, ATM (with PIN), or smart cards.

                            *   *   *

As reported in the January 27, 2004, issue of the Troubled Company
Reporter, the Company cannot be certain that anticipated revenues
from operations will be sufficient to satisfy its ongoing capital
requirements.  Management's belief is based on the Company's
operating plan, which in turn is based on assumptions that may
prove to be incorrect.  If the Company's financial resources are
insufficient the Company may require additional financing in order
to execute its operating plan and continue as a going concern.
The Company cannot predict whether this additional financing will
be in the form of equity or debt, or be in another form.  The
Company may not be able to obtain the necessary additional capital
on a timely basis, on acceptable terms, or at all.  In any of
these events, the Company may be unable to implement its current
plans for expansion, repay its debt obligations as they become due
or respond to competitive pressures, any of which circumstances
would have a material adverse effect on its business, prospects,
financial condition and results of operations.

Management plans to take the following steps that it believes will
be sufficient to provide the Company with the ability to continue
as a going concern.  Management intends to raise financing through
the sale of its stock both on the public market and in private
placements to individual investors.  Management believes that with
this financing, the Company will be able to generate additional
revenues that will allow the Company to continue as a going
concern.  This will be accomplished by hiring additional personnel
and focusing sales and marketing efforts on the distribution of
product through key marketing channels currently being developed
by the Company.  The Company also intends to pursue the
acquisition of certain strategic industry partners where
appropriate.


GARDEN RIDGE: Turns to Jefferies & Company for Financial Advice
---------------------------------------------------------------
Garden Ridge Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
retain Jefferies & Company, Inc., as their financial advisors.

Jefferies provides a broad range of corporate advisory services to
its clients including, without limitation, services pertaining to:

      (i) general financial advice,
     (ii) mergers, acquisitions, and divestitures,
    (iii) special committee assignments,
     (iv) capital raising, and
      (v) corporate restructurings.

The Debtors want Jefferies to:

   a) become familiar, to the extent Jefferies deems
      appropriate, with and analyze the business, operations,
      properties, financial condition and prospects of the
      Debtors;

   b) advise the Debtors on the current state of the
      "restructuring market";

   c) assist and advise the Company in developing a general
      strategy for accomplishing restructuring their businesses;

   d) assist and advise the Debtors in implementing a plan or
      plans of restructuring on behalf of the Debtors;

   e) assist and advise the Debtors in evaluating and analyzing
      a restructuring including the value of the securities, if
      any, that may be issued to certain creditors under any
      restructuring plan or plans; and

   f) render such other financial advisory services as may from
      time to time be agreed upon by the Debtors and Jefferies.

William Q. Derough, Managing Director from Jefferies reports that
the Debtors will pay the firm with:

   i) $85,000 Monthly Fee; and

  ii) $1,000,000 Transaction Fee.

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


GLIMCHER REALTY: Board Declares Q1 Dividends Payable on April 15
----------------------------------------------------------------
Glimcher Realty Trust (NYSE: GRT) announced that the Company's
Board of Trustees has declared a cash dividend of $0.4808 per
common share for the first quarter of 2004. The cash dividend is
payable on April 15, 2004 to shareholders of record on March 31,
2004.  On an annualized basis, this is the equivalent of $1.9232
per share.
    
In addition, the Company declared a cash dividend of $0.5469 per
Series F preferred share of beneficial interest for the first
quarter of 2004.  The cash dividend is payable on April 15, 2004,
to shareholders of record on March 31, 2004.  On an annualized
basis, this is the equivalent of $2.1876 per preferred share.

Finally, the Company declared a cash dividend of $0.2088 per
Series G preferred share of beneficial interest prorated for the
first quarter of 2004.  The cash dividend is payable on April 15,
2004, to shareholders of record on March 31, 2004.  On an
annualized basis, this is the equivalent of $2.0312 per preferred
share.

                     About the Company
    
Glimcher Realty Trust, a real estate investment trust, is a
recognized leader in the ownership, management, acquisition and
development of enclosed regional and super-regional malls, and
community shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT."  Glimcher Realty Trust's
Series F and Series G preferred shares are listed on the New York
Stock Exchange under the symbols "GRT-F" and "GRT-G,"
respectively.  Glimcher Realty Trust is a component of both the
Russell 2000(R) Index, representing small cap stocks, and the
Russell 3000(R) Index, representing the broader market.

                         *    *    *

As reported in the January 27, 2004 edition of The Troubled
Company Reporter, Standard & Poor's Ratings Services assigned its
'B' rating to Glimcher Realty Trust's $150 million 8.125% series G
preferred stock issuance. At the same time, Standard & Poor's
affirmed its 'BB' corporate credit rating on Glimcher and its 'B'
preferred stock rating. The affirmation impacts $188 million of
preferred stock outstanding. The outlook is stable.

"The assigned rating acknowledges Glimcher 's below-average
business position and its relatively aggressive financial
profile," said credit analyst Elizabeth Campbell. "The ratings are
supported by a relatively well-occupied and profitable (but
comparatively smaller) portfolio, which generates stable,
predictable cash flow from a diverse and moderately creditworthy
tenant base. Glimcher management has been successful in buying out
its joint venture partners' interests in seven mall properties,
which helps leverage the company's existing operating platform and
reduce complexity. The company now wholly-owns all of its 25 mall
properties. However, these strengths are offset by generally
higher leverage and historically high bank line usage, a mostly
encumbered portfolio and weak coverage of total obligations
(including the common dividend), and vacancy issues in its non-
core community center portfolio."


GLOBAL CROSSING: Publishes Fourth Quarter & Year-End 2003 Results
-----------------------------------------------------------------
Global Crossing (Nasdaq: GLBC) reported its preliminary financial
results for the fourth quarter and year ended December 31, 2003.
In addition, the company announced several key milestones in 2003
and offered an outlook for 2004.

"Today Global Crossing is a company with a clean balance sheet,
minimal debt, strong corporate governance and a seasoned
management team that will steer the company into a leadership
position within the telecommunications industry," said John
Legere, Global Crossing's chief executive officer. "We expect
these achievements, combined with the growth potential in the
markets we are pursuing, to position the company for a strong
future."

                    2003 Milestones

Global Crossing announced that it reached several significant
milestones throughout 2003, including the completion of its
financial reorganization on December 9, 2003 after 22 months of
operating under bankruptcy protection. Other highlights include:

     *  Consummating a $250 million investment from Singapore
        Technologies Telemedia for a 61.5 percent equity stake in
        the company;

     *  Establishing a new board of directors, comprised of
        leaders with distinguished backgrounds in industry and
        government;

     *  Completing one of the most extensive Network Security
        Agreements ever with the U.S. Government, setting a new
        security standard for the industry;

     *  Signing more than 4,000 new and renewal customer contracts
        in 2003 totaling $1 billion in revenue over the current
        terms of the contracts, including agreements with Vonage
        and the UK's Immigration and Nationality Directorate;

     *  Maintaining average network availability at 99.999
        percent, the highest industry standard, for the second
        year in a row;

     *  Growing IP traffic by more than 130 percent, from more
        than 29 Gbps to 68 Gbps; and

     *  Carrying a total of 18 billion minutes on its VoIP (Voice
        over IP) platform, one of the largest in the world, up
        from 8 billion in 2002.

                   2003 Year-End Financial Results

Revenue

Global Crossing's results for 2003 principally reflect the
operations of the company prior to completion of its
restructuring. Results for the fourth quarter include 22 days of
operations following emergence from bankruptcy.

"Global Crossing was able to largely maintain the revenue base by
focusing on customer retention, rather than acquisition, during
our restructuring," noted Legere. "Now that we have emerged, we
expect to grow our business by both adding new customers and
enhancing services for existing customers."

For the year ended December 31, 2003, Global Crossing reported
total revenue of $2.932 billion, a six percent decrease from the
$3.116 billion reported for the prior year. Revenue for the year
was impacted by the company's extended period in bankruptcy as
well as continued pricing pressure in the marketplace. Total
revenue consisted of telecom services revenue of $2.763 billion
and Global Marine revenue of $169 million.

Of the total telecom services revenue reported for 2003,
commercial services accounted for 38 percent compared to 43
percent in 2002, carrier services for 61 percent compared to 55
percent in 2002, and consumer services for one percent compared to
two percent in 2002. The shift towards carrier services in year-
over-year business mix was due in part to carrier customers'
greater willingness to utilize services from providers undergoing
restructuring.

Of the commercial services revenue in 2003, 53 percent was
attributable to voice services compared to 54 percent in 2002, and
47 percent was attributable to data services compared to 46
percent in 2002.

Of the carrier services revenue in 2003, 83 percent was
attributable to voice services compared to 80 percent in 2002, and
17 percent was attributable to data services compared to 20
percent in 2002. While data volume grew throughout Global
Crossing's Chapter 11 proceedings, revenue was pressured by price
competition.

Cost Management

"We continued to make strides in controlling operating expenses
throughout 2003, while maintaining a high level of customer
satisfaction and network reliability," continued Legere.
"Moreover, we continued the implementation of our industry-leading
VoIP network, which we expect to carry more than 40 percent of our
overall voice traffic by the end of 2004."

Cost of access declined six percent to $1.915 billion for 2003
(representing 69 percent of telecom services revenue), compared to
$2.047 billion for 2002 (representing 71 percent of telecom
services revenue). Consolidated third party maintenance costs were
$112 million in 2003, compared to $158 million in 2002.
Consolidated operating expenses for 2003 were $908 million,
compared to $1.208 billion in 2002. Telecom services operating
expenses were $741 million in 2003, compared to $967 million in
2002. Global Marine operating expenses were $167 million for 2003,
compared to $241 million in 2002. Global Crossing's operating
expense reductions reflected a substantial decrease in employee
and facility-related expenses. In addition to cost savings, these
measures improved productivity and efficiency in the operation of
the company's network.

Earnings

Consolidated earnings before interest, taxes, depreciation and
amortization (EBITDA) for 2003 were $12 million, compared to a
loss of $297 million for 2002. Global Marine EBITDA was $30
million, compared to $29 million in 2002. Telecom EBITDA for 2003
was a loss of $18 million, compared to a loss of $326 million in
2002. Net income in 2003 was $24.730 billion, which included a net
gain of $24.842 billion related to the reorganization. This net
reorganization gain in income resulted from the accounting impact
of recording the company's new debt and equity structure, the
write down of pre-petition liabilities and deferred revenues from
prior period Indefeasible Rights of Use (IRU) sales, vendor
settlements, restructuring costs, retention plan costs and
professional fees related to the bankruptcy.

Pursuant to Regulation G, a reconciliation of EBITDA to the
company's net income for the relevant periods is included in the
attached financial statements.

Capital Expenditures

For 2003, cash capital expenditures totaled $152 million compared
to $281 million for 2002. With a core network that was
substantially completed in June 2001 and as the company's focus
has evolved from network construction to service capabilities,
capital expenditures in 2003 were comprised mostly of success-
based capital spending, which is spending that is tied directly to
revenue. This includes capital spending on edge equipment and
customer premise equipment.

              Fourth Quarter 2003 Financial Results

Revenue

For the fourth quarter of 2003, total revenue was $719 million
compared to $765 million for the same period in 2002. The decrease
in total revenue was primarily attributable to the company's
delayed emergence from Chapter 11 and continued pricing pressures
resulting from a competitive market, partially offset by growth in
the company's carrier business segment. Total revenue consisted of
telecom services revenue of $679 million and Global Marine revenue
of $40 million.

Of the total telecom services revenue reported for the fourth
quarter of 2003, 36 percent was attributable to commercial
services, 63 percent to carrier services, and one percent to
consumer services. The mix of voice and data was comparable to
that of the full year 2003.

Cost Management

For the fourth quarter of 2003, cost of access declined 12 percent
to $471 million (representing 69 percent of telecom services
revenue) compared to $534 million (representing 75 percent of
telecom services revenue) for the same period in 2002 as a result
of the company's continued initiatives to reduce access costs.
Consolidated third party maintenance costs for the fourth quarter
were $27 million compared to $28 million in the fourth quarter of
2002. Consolidated operating expenses for the fourth quarter of
2003 were $208 million compared to $265 million for the same
period in 2002. Telecom services operating expenses declined 12
percent to $178 million, compared to $203 million in the same
period of 2002, as a result of the company's effort to streamline
global operations and a one-time benefit from a UK property tax
rebate of $13 million, partially offset by the hiring of
additional salespeople. Global Marine's operating expenses were
$30 million, a 52 percent decline from $62 million in 2002,
resulting primarily from restructuring efforts, which
significantly reduced vessel costs, personnel and overhead
expenses between the two periods, as well as reduced project
costs.

Earnings

For the fourth quarter of 2003, EBITDA improved to $13 million as
compared to a loss of $62 million for the same period in 2002.
Global Marine EBITDA was $13 million for the fourth quarter of
2003 compared to a loss of $5 million for the same period in 2002.
Telecom EBITDA was break-even in the fourth quarter of 2003
compared to a loss of $57 million for the same period in 2002. Net
income in the fourth quarter of 2003 was $24.879 billion, which
included $24.882 billion in reorganization-related gains described
above.

Capital Expenditures

For the fourth quarter of 2003, cash capital expenditures totaled
$33 million, compared to $91 million for the fourth quarter of
2002, driven by the need to deploy success-based capital to meet
customer needs.

          Key Notes to Evaluate Future Financial Performance

As a result of Global Crossing's emergence from bankruptcy,
certain factors impacted the comparability of results for the
periods prior to December 9, 2003 with results for periods after
that date.

While in bankruptcy, the company reported certain costs, including
vendor settlements, bonus and other retention plan costs,
restructuring costs, and fresh start adjustments as reorganization
items, below operating income in accordance with bankruptcy
accounting standards under U.S. Generally Accepted Accounting
Principles (GAAP). Some of these costs will no longer exist in
future periods, while others will continue to exist but will
directly impact operating income. In addition, upon emergence from
bankruptcy, Global Crossing adopted fresh start accounting
provisions, which required the company to adjust the carrying
value of its assets and liabilities to their estimated fair value.
The reorganization also resulted in a new debt and equity
structure as well as a significant reduction in ongoing
contractual commitments.

The principal factors impacting the comparability of pre-emergence
results with post-emergence results are as follows:

     *  Elimination of $8 billion in liabilities as a result of
        the reorganization;

     *  Recapitalization of the business, which included the
        elimination of $16 billion in common and preferred equity,
        and $25 billion in accumulated losses as of the emergence
        date;

     *  Elimination of the majority of the $1.4 billion liability
        representing deferred revenue from prior period IRU sales.  
        While a non-cash event, this will reduce future revenue
        and EBITDA by about $20 million per quarter starting in
        the first quarter of 2004;

     *  Substantial completion of the company's restructuring
        resulting in elimination of most associated costs.  Pre-
        emergence, significant restructuring costs were recorded
        as reorganization costs, where they did not impact EBITDA;

     *  One-time rebate on UK property taxes of $13 million
        recorded in the fourth quarter of 2003; and

     *  Accrual of normal operating expenses such as incentive
        cash compensation, which was recorded as reorganization
        costs prior to emergence and are expected to be in the
        range of $8-12 million per quarter in 2004.

On December 9, 2003, the company issued employee stock options of
approximately 2.2 million shares. On March 8, 2004, the company
issued additional awards of approximately 1.2 million shares of
restricted stock units.

Upon emergence from bankruptcy, the company elected to adopt fair
value basis of accounting for stock and stock options under SFAS
No. 123 as opposed to the predecessor entity's policy of the
intrinsic method under APB No. 25. This will result in stock
compensation expense in 2004 and future periods that was not
present in historical periods. Stock compensation expense is
estimated to be $7 million to $8 million per quarter in 2004.

   2004 Outlook

    Global Crossing offered the following 2004 outlook:

     *  The company is bringing to market an advanced suite of IP
        and data products.  These service offerings meet the
        requirements for high performance IP data networking,
        VoIP, IP Video and other mission-critical business
        applications for both enterprise and carrier customers.

     *  Global Crossing is reformulating its marketing strategy to
        promote aggressive customer acquisition.  Specific target
        markets include regional and multi-national enterprises,
        federal government agencies, international and domestic
        carriers, ISP's and wireless providers. The company's
        distribution system has been realigned to target these
        customers using both direct and indirect channels,
        including partnerships with systems integrators to reach
        the large enterprise and government segments.

     *  The company anticipates that its customer segmentation
        strategy and ability to migrate customers to advanced IP
        services will support a shift in the revenue mix towards
        higher margin services and customers.

     *  Global Crossing's carrier business is an important part of
        its heritage and is expected to remain key to its business
        going forward throughout the execution of the company's
        segmentation strategy. Further, the company anticipates
        that the carrier market will enhance revenue and margin,
        as a result of increased network utilization, which leads
        to greater economies of scale.

     *  Global Crossing's ability to provide voice services over a
        network optimized for IP provides unit cost efficiencies
        that drive higher commercial penetration.

     *  The company continues to pursue a number of key cost of
        access initiatives including strategic purchasing
        agreements, shifting of suppliers and network
        optimization.  These initiatives are expected to
        promote margin improvement.

In addition, Global Crossing continues to review its lines of
business and address volatile and low margin services,
particularly in the international long distance reseller market,
by tightening the terms for pricing and payment. Management
anticipates that these initiatives will improve cash flow, but
will reduce revenue for these services by approximately $75 to
$125 million annually.

Finally, in an effort to further sharpen its strategic focus,
Global Crossing has retained Citigroup Global Markets Inc. as its
financial advisor to assist it in exploring strategic alternatives
regarding its Global Marine installation and maintenance services
business, including the potential sale of that business. Any
strategic transaction involving Global Marine would require
approval of Global Crossing's Board of Directors. Global Marine
expects maintenance revenue to decline in early 2004 due in large
part to the expiration of a large maintenance contract. Global
Marine expects to see some recovery in installation revenue in the
second half of 2004 by applying its acknowledged market leadership
into new areas of marine-activity beyond telecommunications cable
engineering.

                    Financing and Liquidity

As of December 31, 2003, cash and cash equivalents were reported
at approximately $311 million. As a result of the restructuring,
total debt as December 31, 2003 was $200 million.

As disclosed in its filings with the Securities and Exchange
Commission in December 2003, Global Crossing will require up to
$100 million in additional financing to execute its business plan
through the end of 2004. The company is in active discussions with
financial institutions and is confident it will be able to raise
$100 million or more of new financing in 2004.

                    ABOUT GLOBAL CROSSING

Global Crossing (Nasdaq: GLBC) provides telecommunications
solutions over the world's first integrated global IP-based
network. Its core network connects more than 200 cities and 27
countries worldwide, and delivers services to more than 500 major
cities, 50 countries and 5 continents around the globe. The
company's global sales and support model matches the network
footprint and, like the network, delivers a consistent customer
experience worldwide.

Global Crossing IP services are global in scale, linking the
world's enterprises, governments and carriers with customers,
employees and partners worldwide in a secure environment that is
ideally suited for IP-based business applications, allowing e-
commerce to thrive. The company offers a full range of managed
data and voice products including Global Crossing IP VPN Service,
Global Crossing Managed Services and Global Crossing VoIP
services, to more than 40 percent of the Fortune 500, as well as
700 carriers, mobile operators and ISPs. For more information,
visit http://www.globalcrossing.com/


GMAC COMM'L: S&P Cuts Series 2001-C1 Notes to Low-B & Junk Levels
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of GMAC Commercial Mortgage Securities Inc.'s series 2001-
C1. At the same time, ratings are affirmed on the remaining
classes from the same series.

The lowered ratings result from concerns relating to the specially
serviced assets and deteriorating credit fundamentals. The
deteriorating fundamentals are evidenced by the sizeable watchlist
and the number of assets reporting debt service coverage (DSC) of
less than 1.0x. Fifteen percent of the pool by balance has DSC
below 1.0x. The affirmed ratings reflect credit support levels
that adequately support the existing ratings under various stress
scenarios.

As of February 2004 distribution date, there are four specially
serviced assets totaling $54.0 million (or 6.4% of the pool). One
of the assets is REO with a balance of $14.0 million, and three
are identified as 90-plus days delinquent (totaling $40.0
million). All other assets in the pool are current, with the
exception of two loans totaling $16.6 million, which were reported
as 30-days delinquent. The two assets are likely to become
specially serviced in the near term.

The REO asset is a 198,374-sq.-ft.-office property with a total
exposure of $15.2 million located in Dallas, Texas. It has been
REO since December of 2002. Occupancy at the property was 43.3% in
December 2003, at which time two significant tenants vacated
46,430 sq. ft. of the space. Market occupancy is at 69%, as
reported by the servicer, GMAC Commercial Mortgage Corp. (GMACCM).
An appraisal reduction amount (ARA amount) of $5.2 million is in
place, based on a November 2002 appraisal, which valued the
property at $9.0 million ($45 per sq. ft.). GMACCM has retained a
broker, who is marketing the property for sale. The July 2003
property inspection ranked the property as fair.

Two of the 90-day delinquent mortgages are secured by multifamily
properties, while the third is secured by an office property. One
of the multifamily loans, with a $30.6 million balance, is the
fifth-largest loan in the pool. It is secured by a 716-unit
multifamily property located in Norcross, Georgia. The property
was transferred to the special servicer in December 2003 and a
receiver was put in place as of December 2003. According to the
borrower, the cash flow shortages resulted from efforts to replace
polybutylene pipes in 20 out of 35 buildings. Mold has also
been discovered at the property. GMACCM has ordered Phase I mold
remediation reports and property condition reports. As of
January 2004, the property was 82% occupied, slightly under market
occupancy levels of 85%. The property reported a low DSC of 0.93x
at October 2003, down from 1.28x at issuance. The other $6.5
million multifamily mortgage is secured by a 160-unit apartment
building in Concur, N.C. (near Charlotte). Occupancy levels are
83% in what is currently a soft market, driven by unemployment
levels of 10.4%. Year-end 2003 DSC was 0.82x, down from 1.36x
at issuance. After the February 2004 remittance report date, the
borrower paid the mortgage through Feb. 1, 2004. The office
mortgage is secured by a 45,900-sq.-ft. property in Hauppauge,
N.Y., and is encumbered by a $2.9 million mortgage. GMACCM has
filed for foreclosure and the appointment of a receiver due to a
difficult borrower who has consistently shorted tax and insurance
escrows. Reported occupancy and DSC are 83% and 1.50x (YTD
September 2003), respectively, down from 100% and 1.67x at
issuance. The September 2002 inspection report ranks the property
as good. The two mortgages reported as 30-days delinquent are both
secured by multifamily properties, with balances of $10.6 million
and $6.0 million. Limited details regarding these properties are
available at this time. The $10.6 million loan, which is secured
by a 375-unit property in Texas, reported a 1.08x DSC at year-end
2002, while the $6.0 million mortgage is secured by a 200-unit
property in Nevada, and reported a DSC of 0.60x, also at year-end
2002.

GMACCM reported 25 mortgages totaling $207.1 million (or 23.9% of
the pool) on its watchlist. The loans are on the watchlist for a
variety of reasons. Many appear due to deteriorating occupancy
levels. Notable assets include the second- and sixth-largest loans
in the pool. The second-largest loan, The Peaks at Papago, has a
balance of $39.7 million, and is secured by a 768-unit multifamily
property in Phoenix, Arizona. The property appears on the list due
to low DSC (0.96 at September 2003). The borrower expects improved
financial performance because occupancy levels have increased to
91.8% in September 2003 from 86% in February 2003 (86%) and from
73.5% in June 2002 (73.5%). The property inspection ranks the
site as excellent. The sixth-largest loan is secured by a
Residence Inn by Marriott in Los Angeles, California. The loan has
a current balance of $23.9 million and was recently added to the
watchlist due to low DSC (1.0x at June 2003). GMACCM reports
deteriorating performance for the hotel with an occupancy level of
82.2%, ADR $110.21 and RevPAR $90.63, when compared to at issuance
figures of 80%, ADR $129.72 and RevPAR of $104.20. The slight
increase in occupancy is attributed to a decline in the average
room rate.

As of February 2004, the pool consisted of 101 fixed-rate
mortgages loans, with an aggregate principal balance of $842.4
million, down from $864.1 million at issuance.

GMACCM, as master servicer, provided year-end 2002 NCF for 91.8%
of the pool. Based on this information, Standard & Poor's
calculated the weighted average DSC of the pool to be 1.29x, down
from 1.31x at issuance. The weighted average DSC of the top 10
loans, which comprise 35% of the pool, declined to 1.23x from
1.28x at issuance. The second-, fifth-, and sixth-largest loans,
which are either on the watchlist or being specially serviced,
have experienced DSC declines of 20% or more since issuance.

Property types in excess of 10% included multifamily (28.5%),
retail (27.4%), office (22.4%), and industrial (6.2%). The pool is
geographically diverse, with properties located in 28 states. The
only state with a concentration in excess of 10% is California
(17.3%). To date, the pool has experienced no realized losses.

Standard & Poor's stressed various loans in its analysis and the
resultant credit enhancement levels adequately support the rating
actions.
   
                        RATINGS LOWERED
   
             GMAC Commercial Mortgage Securities Inc.
             Mortgage pass-through certificates series 2001-C1
   
                  Rating
        Class   To       From    Credit Support
        H       BB       BB+              6.15%
        J       BB-      BB               5.39%
        K       B+       BB-              4.62%
        L       B        B+               3.08%
        M       B-       B                2.57%
        N       CCC+     B-               2.05%
        O       CCC-     CCC              1.54%
    
                        RATINGS AFFIRMED
   
                GMAC Commercial Mortgage Securities Inc.
                Mrtgage pass-through certificates series 2001-C1
    
        Class      Rating    Credit Support
        A-1        AAA                24.6%
        A-2        AAA                24.6%
        X-1        AAA                  -
        X-2        AAA                  -
        B          AA                 19.8%
        C          A                  15.9%
        D          A-                 14.4%
        E          BBB+               12.3%
        F          BBB                10.8%
        G          BBB-               9.23%


GMAC COMM'L: Fitch Takes Rating Actions on Series 2000-C2 Notes
---------------------------------------------------------------
Fitch Ratings affirms GMAC Commercial Mortgage Securities, Inc.'s
mortgage pass-through certificates, series 2000-C2 as follows:

        --$92.8 million class A-1 'AAA';
        --$485.5 million class A-2 'AAA';
        --Interest only classes X 'AAA';
        --$31 million class B 'AA';
        --$28 million class C 'A';
        --$10.6 million class D 'A-';
        --$19.3 million class E 'BBB';
        --$9.7 million class F 'BBB-';
        --$4.8 million class M 'C';
        --$4.1 million class N 'D'.

Fitch does not rate classes G, H, J, K, L, and O certificates.

The rating affirmations reflect the consistent loan performance
and scheduled amortization of the pool's collateral balances.

The certificates are collateralized by 127 mortgage loans and an
$88.1 million Freddie Mac guaranteed multifamily gold mortgage
participation certificate secured by two loans (12%) on five
multifamily properties, considered to be 'AAA' in Fitch's
analysis. The 2002 weighted average debt service coverage ratio
(DSCR), for 94.7% of the pool that reported is 1.44 times (x),
compared to 1.36x at issuance for the same loans.

Currently, seven loans (5.7%) are in special servicing. The
largest is secured by a retail property in Sterling Heights, MI
(1.2%) and is currently 60 days delinquent. The loan initially
transferred to special servicing when the borrower requested
lender consent for the substitution of the General Partner. In
addition, the largest tenant, Farmer Jack (40%), has vacated their
space but continues to pay rent. The remaining anchor is a CVS
Drugstore.

The second largest loan in special servicing is secured by a
retail property in Meriden, CT. Ames, the property's anchor
tenant, rejected its lease after filing for Bankruptcy, which
significantly reduced occupancy to 47%. The special servicer has
commenced foreclosure procedures while workout discussions are
ongoing. Fitch will closely monitor the resolution of this loan.

As of the February 2004 distribution date, the pool's aggregate
certificate balance has been reduced by 16.32% since issuance, to
$735.2 million from $773.7 million.


GOLDMAN SACHS: S&P Affirms Rating on Class B Notes at B-
--------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the class
A notes issued by Goldman Sachs Asset Management CBO Ltd., a high-
yield arbitrage CBO, and removed it from CreditWatch with positive
implications, where it was placed Feb. 24, 2004. At the same time,
the rating on the class B notes is affirmed.

The rating on the class A notes was previously lowered Jan. 28,
2003 and July 7, 2003; the rating on the class B notes was
previously lowered May 16, 2002, Jan. 28, 2003, and July 7, 2003.

The raised rating reflects factors that have positively affected
the credit enhancement available to support the class A notes
since the July 7, 2003 rating action. The primary factor was an
increase in the level of overcollateralization available to
support the notes (see transaction information). Since the July 7,
2003 rating action, the transaction has paid down a total of
$33.187 million to the class A notes, $20.898 million of which was
paid on the January 2004 payment date.

Standard & Poor's also noted that enhanced recovery valuations on
both performing and defaulted collateral currently held in Goldman
Sachs Asset Management CBO Ltd. contributed to the increase in the
amount of credit enhancement available to support the class A
notes.
   
        RATING RAISED AND REMOVED FROM CREDITWATCH POSITIVE
               Goldman Sachs Asset Management CBO Ltd.
   
                    Rating
        Class   To          From
        A       AA-         A+/Watch Pos
   
                        RATING AFFIRMED
               Goldman Sachs Asset Management CBO Ltd.
   
        Class   Rating        
        B       B-
   
        TRANSACTION INFORMATION
        Issuer: Goldman Sachs Asset Management CBO Ltd.
        Co-issuer: Goldman Sachs Asset Management CBO Corp.
        Collateral manager: Goldman Sachs Asset Management
        Underwriter:        Goldman Sachs
        Trustee:            JPMorganChase Bank
        Transaction type:   Cash flow arbitrage high-yield CBO
   
        TRANCHE                 INITIAL    LAST        CURRENT
        INFORMATION             REPORT     ACTION      ACTION
        Date (MM/YYYY)          6/1999     7/2003      3/2004
        Class A note rtg.       AAA        A+          AA-
        Class A OC ratio        140.5%     119.55%     129.08%
        Class A OC ratio min.   123.0%     123.0%      123.0%
        Class A note bal.       $276.00mm  $245.42mm   $212.235mm
        Class B note rtg.       A-         B-          B-
        Class B OC ratio        122.7%     102.8%      108.61%
        Class B OC ratio min.   110.3%     110.3%      110.3%
        Class B note bal.       $40.00mm   $40.00mm    $40.00mm
   
        PORTFOLIO BENCHMARKS                         CURRENT
        S&P Wtd. Avg. Rtg. (excl. defaulted)         B+
        S&P Default Measure (excl. defaulted)        4.18%
        S&P Variability Measure (excl. defaulted)    2.37
        S&P Correlation Measure (excl. defaulted)    1.23%
        Oblig. Rtd. 'BBB-' and above                 3.92%
        Oblig. Rtd. 'BB-' and above                  21.81%
        Oblig. Rtd. 'B-' and above                   85.83%
        Oblig. Rtd. in 'CCC' range                   9.95%
        Oblig. Rtd. 'CC', 'SD' or 'D'                4.22%
        Obligors on Watch Neg (excl. defaulted)      7.72%
        Obligors on Watch Pos excl. defaulted)       2.94%
    
        S&P RATED        LAST ACTION              CURRENT
        OC (ROC)         RATING                   RATING ACTION
        Class A notes    113.63% (A+/Watch Pos)   112.18% (AA-)
        Class B notes    113.42% (B-)             113.30% (B-)


GRANDE COMMS: S&P Rates $136 Million Senior Secured Notes at CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
San Marco, Texas-based integrated telecommunications and cable TV
provider Grande Communications Holdings Inc.'s $136 million senior
secured notes due 2011, issued under Rule 144A with registration
rights. The notes were sold in conjunction with common stock
warrants. The notes are guaranteed on a senior secured basis by
all of the company's restricted subsidiaries, which represent its
operating subsidiaries. Proceeds will be used to repay bank debt,
capital expenditures, working capital, and operating expenses.

The 'CCC+' corporate credit rating on Grande Communications was
affirmed. The outlook is developing.

The notes are rated at the same level as the corporate credit
rating, as they have a first-priority lien on substantially all
the assets of Grande, including its plant, property, and
equipment. The rating on the earlier proposed $125 million senior
unsecured notes due 2014, which have been replaced by the new
secured notes, was withdrawn.

"The ratings reflect the high degree of business risk facing
Grande as an integrated telecommunications and cable TV provider
operating as (1) an over-builder to the existing incumbent cable
operator and (2) a competitive local exchange carrier (CLEC)
entity competing primarily with integrated telephone provider SBC
Communications Inc.," said Standard & Poor's credit analyst
Catherine Cosentino. In most of the company's six Texas markets,
Time Warner Cable is the incumbent cable provider. Grande has been
able to achieve customer penetration of marketable homes and
small businesses passed of about 35%. However, further gains could
be stifled if Time Warner becomes more aggressive in its win-back
efforts, or if these properties are ever sold to another cable
operator. Cable companies such as Time Warner Cable are also
expected to expand their offerings of inexpensive telephony with
the adoption of voice over Internet protocol (VoIP) technology in
their networks. The company's ability to continue to grow related
services, such as consumer broadband and telephony, would likewise
be adversely affected by more aggressive marketing and customer
service efforts by the incumbent local telephone companies serving
these areas. SBC also represents a formidable competitor, given
its large scale and substantial financial resources.

Business risk is also adversely affected by Grande's small scale
relative to that of the incumbent cable TV companies. Given its
lack of bargaining power, the company's ability to contain
programming cost increases is limited, and its ability to extend
its network to additional customers will be somewhat constrained
by the high fixed costs of such an endeavor. Given its smaller
size, the company probably also pays more for equipment relative
to its larger MSO peers.

Despite these challenges, Grande has been able to establish a
combined customer base of about 103,000 cable TV and telephony
subscribers. The company has also been successful in selling
bundled services to its cable customers through significant
discounting relative to the incumbent telephone and cable TV
providers. The vast majority of cable subscribers take at least
two services.

Grande's CLEC operations, which consist of carrier, data,
broadband transport, and managed services, provided about 63% of
the company's overall revenues for 2003, but only about 54% of its
gross profits, due to severe price competition in the carrier
services business. This business has been adversely affected by
the loss of a major switched termination contract with MCI, which
voided the contract in its bankruptcy proceedings. This represents
a significant portion of the CLEC's combined revenues, and the
loss will constrain overall revenues from this business
over the next few years.


GREY WOLF: S&P Affirms BB- Rating & Revises Outlook to Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior unsecured ratings on Grey Wolf Inc., and revised
its outlook to negative following a review of Grey Wolf's proposed
acquisition of New Patriot Drilling Corp.

Houston, Texas-based Grey Wolf has about $235 million worth of
debt.

"The acquisition of New Patriot Drilling Corp. for about $51
million dollars, $30 million of which will be funded with cash,
will result in reduced liquidity for Grey Wolf at a time of
diminished cash flow and a still-weak deep drilling market," noted
Standard & Poor's credit analyst Paul B. Harvey. "Since the June
2003 refinancing of its 8.875% $165 million notes, liquidity (cash
and available borrowing capacity) has decreased by nearly 40%
including the New Patriot acquisition, with cash
on hand dropping by nearly $60 million," he continued.

Anticipated improvement in Grey Wolf's key deep drilling market
has not reached expected levels, resulting in weakened cash flows
and profitability. Although the acquisition of New Patriot will
help Grey Wolf increase its position in the growing Rocky Mountain
market, Standard & Poor's expected a greater equity component to
this acquisition.

The ratings on Grey Wolf, the second-largest U.S. onshore contract
drilling company in intermediate and deep drilling markets after
Nabors Industries Inc., reflect the company's participation in an
intensely competitive, volatile, and cyclical industry and its
aggressive debt leverage. Mitigating factors include Grey Wolf's
strong liquidity and a favorable intermediate term outlook for the
onshore contract drilling industry.

The negative outlook reflects the reduced liquidity resulting from
the New Patriot acquisition at a time of continuing weak industry
conditions and cash flow for Grey Wolf. If significant liquidity
erosion continues while industry conditions fail to improve,
negative rating actions are likely.


HEALTHSOUTH: Names Diane Munson as Outpatient Rehab Unit President
------------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) has named Diane L.
Munson as President of its Outpatient Rehabilitation Division,
effective March 15, 2004. Munson will lead HealthSouth's
Outpatient Rehabilitation Division, which includes a nationwide
network of approximately 900 facilities located in 44 states.

"We're delighted to welcome Diane to the HealthSouth team," said
Bob May, HealthSouth's Interim Chief Executive Officer who also
has been serving as Interim President of the Outpatient
Rehabilitation Division. "Diane's extensive industry experience
and proven track record of improving operations under her
management make her an ideal choice to lead HealthSouth's
Outpatient Division."

Munson has more than 25 years of general management experience in
healthcare operations. Most recently, she served as Vice President
and General Manager for Beverly Enterprises, Inc. She also has
served as President and Chief Executive Officer of Fluidsense
Inc., and has held senior executive positions with Baxter
International Inc. and Caremark International Inc.

                    About HEALTHSOUTH

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations nationwide and abroad.
HealthSouth can be found at http://www.healthsouth.com/

                     *     *     *

As reported in Troubled Company Reporter's December 26, 2003
edition, Standard & Poor's Ratings Services withdrew its ratings
on HEALTHSOUTH Corp. due to insufficient information about the
company's operating performance, including a lack of audited
financial statements.

Standard & Poor's does not expect the company to be able to
provide restated historical financial statements, or to be able to
generate current-period financial statements, until at least the
second half of 2004. The company has not filed audited financial
statements since Sept. 30, 2002.

On April 2, 2003, Standard & Poor's lowered its ratings on
HEALTHSOUTH Corp. to 'D' after the company failed to make required
principal and interest payments on a subordinated convertible bond
issue that matured on April 1, 2003.

HEALTHSOUTH is currently embroiled in extensive litigation over
several years of allegedly fraudulent financial statements and is
understood to be in discussions with its creditors about
restructuring its debt. Nearly all members of senior management
have left the company, and most of the important corporate
functions have been assumed by professional advisors. Although
HEALTHSOUTH continues to operate its business, neither its
operations nor its financial performance can be assessed by
Standard & Poor's with confidence until the company can generate
audited financial statements.


HOST MARRIOTT: S&P Assigns Low-B Rating to Proposed Sr. Debentures
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Host Marriott LP's proposed $375 million cash pay exchangeable
senior debentures due 2024. Proceeds from the notes will be used
to redeem a portion of Host Marriott LP's existing $1.2 billion
7.875% series B senior notes due 2008 and to pay fees and
expenses.

Concurrently, Standard & Poor's affirmed its ratings, including
its 'B+' corporate credit rating, on Host Marriot Corp. The
outlook is stable. Bethesda, Md.-based Host is an upscale hotel
owner and operator. Approximately $5.5 billion in debt was
outstanding on Dec. 31, 2003.

Host Marriott LP is a limited partnership whose sole general
partner is Host Marriott Corp. (jointly Host) The proposed
convertible debt will be a senior obligation of Host Marriott
L.P., ranking pari passu in right of payment with of its other
outstanding or future unsubordinated indebtedness, including its
existing senior notes and its credit facility. The proposed notes
will be secured by a pledge of capital stock of those
subsidiaries; this pledge is shared equally with Host Marriott
L.P.'s existing senior notes and credit facility.  

"The ratings for Host reflect its very high debt leverage and the
expectation that credit measures will remain weak for the ratings
for several quarters, given Standard & Poor's expectation for a
gradual lodging industry recovery," said Standard & Poor's credit
analyst Sherry Cai. "These factors are partially offset by the
high quality of Host's hotels, the geographic diversity of its
portfolio, and its experienced management team. Moreover, the
company's good liquidity position and historically good access to
both debt and equity capital markets are viewed favorably," added
Ms. Cai.


HUGHES ELEC.: GM Investment Funds Panel Reports 19.7% Equity Stake
------------------------------------------------------------------
Investment Funds Committee of the Board of General Motors
Corporation, as a Fiduciary of Certain Pension Funds beneficially
owns 272,321,309 shares of the common stock of Hughes Electronic
Corporation, which represents 19.7% of the outstanding common
stock of Hughes Electronic.  The Committee holds shared voting and
dispositive powers over the stocks.                                                                                         

Subject to the discussion below, as of December 31, 2003, the
Committee may be deemed the beneficial owner, on behalf of the
Hourly Plan, the VEBA and the Salaried Plan, for purposes of
Sections 13(d) and 13(g) of the Securities Exchange Act of 1934,
as amended, of a total of 272,321,309 shares of common stock
(141,428,538 shares on behalf of the Hourly Plan, 50,876,159
shares on behalf of the VEBA, and 80,016,612 shares on behalf of
the Salaried Plan), as to all of which shares the Committee may be
deemed to share the power to direct the voting or disposition
thereof, representing approximately 19.7% of the shares of common
stock outstanding (10.2% on behalf of the Hourly Plan, 3.7% on
behalf of the VEBA, and 5.8% on behalf of the Salaried Plan)
(based on 1,383,590,449 shares outstanding).

The Committee is a named fiduciary (in accordance with ERISA) of
the Hourly Plan, the VEBA and the Salaried Plan and in such
capacities has and exercises the power to appoint, and terminate
the appointment of, investment managers for holdings of securities
or other property contributed to the Plan, the VEBA and the
Salaried Plan by GM. The Committee, as a named fiduciary for the
Hourly Plan, the VEBA and the Salaried Plan, has also retained
General Motors Investment Management Corporation ("GMIMCo"), a
wholly-owned subsidiary of GM that is  registered with the U.S.
Securities and Exchange Commission as an investment adviser under
the Investment Advisers Act of 1940, as amended, to perform
certain investment management and administrative functions for the
Hourly Plan, the VEBA and the Salaried Plan, including to appoint
independent investment managers for all other holdings of the
Hourly Plan, the VEBA and the Salaried Plan. GMIMCo has appointed
various independent investment managers for the Hourly Plan, the
VEBA, and the Salaried Plan, some of whom have authority to cause
the Hourly Plan, the VEBA and the Salaried Plan to acquire
publicly traded equity securities, which may include shares of
common stock.

Pursuant to appointment by the Committee, at December 31, 2003,
(i) United States Trust Company of New York, as trustee and
investment manager, held and had the power to vote and dispose of
141,428,538 shares of common stock owned by the Hourly Plan,
50,792,438 shares of common stock owned by the VEBA, and
80,016,612 shares of common stock owned by the Salaried Plan
(together, 272,237,588 shares), representing approximately 10.2%,
3.7%, and 5.8% respectively, (together 19.7%) of the outstanding
shares of common stock and (ii) State Street Bank and Trust
Company, as trustee and investment manager, held and had the power
to vote and dispose of 83,721 shares of common stock owned by the
VEBA.

Neither the Committee nor GMIMCo has directed U.S. Trust or State
Street with respect to the voting or the disposition or continued
ownership by the Hourly Plan, the VEBA or the Salaried Plan of any
shares of common stock over which they had management. Although
the Committee does not exercise voting or dispositive powers with
respect to any shares of common stock owned by the Hourly Plan,
the VEBA or the Salaried Plan, it may be deemed to be a beneficial
owner, on behalf of the Hourly Plan, the VEBA and the Salaried
Plan, for purposes of Sections 13(d) and 13(g) of the Act of the
shares of common stock held in trust and managed for the Hourly
Plan, the VEBA and the Salaried Plan by U.S. Trust or State Street
because it has the power under certain circumstances to terminate
within 60 days the appointment of U.S. Trust and State Street as
trustees and investment managers for the Hourly Plan, the VEBA or
the Salaried Plan, as the case may be, with respect to such
shares. Notwithstanding the foregoing, the filing of the ownership
statement is not an admission that the Committee is, for the
purposes of Section 13(d) or 13(g) of the Act, a beneficial owner
of any of the securities covered by the statement and such
beneficial ownership is disclaimed.

                         *   *   *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services revised its CreditWatch listing on Hughes
Electronics Corp. and related entities to positive from developing
following the company's announcement that News Corp. Ltd., (BBB-
/Stable/--) will acquire 34% of the company. The ratings had been
on CreditWatch developing, reflecting uncertainty regarding
Hughes' future ownership.

Following a review of Hughes' operating and financial prospects
under its new ownership structure, a ratings upgrade could occur
once the deal is completed. However, the magnitude of a
potential upgrade may be constrained in light of News Corp.'s
minority stake.

Ratings List:              To                   From

Hughes Electronics Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--

DirecTV Holdings LLC
   Senior secured debt    BB-/Watch Pos/--
   Senior unsecured debt  B/Watch Pos/--

PanAmSat Corp.
   Corporate credit       B+/Watch Pos/--      B+/Watch Dev/--
   Senior secured debt    BB-/Watch Pos/--     BB-/Watch Dev/--
   Senior unsecured debt  B-/Watch Pos/--      B-/Watch Dev-


INTEGRATED HEALTH: IHS Liquidating Avoids Wind-Up Obligations
-------------------------------------------------------------
IHS Liquidating LLC asks the Court to:

   (a) absolve it of responsibility or liability associated with  
       the wind-up and dissolution of Integrated Health Services,
       Inc., including the disposition of the capital stock of
       IHS Acquisition No. 100, Inc.; or

   (b) in the alternative, empower it to take action as may be          
       necessary to wind-up the affairs of IHS and dissolve it       
       under applicable law, including disposition of the IHS 100
       Stock.

The confirmed IHS Plan provided for the implementation of a Stock
Purchase Agreement dated January 28, 2003 between IHS and Abe
Briarwood Corp.  Pursuant to the Plan and the SPA, all the
Debtors' assets and liabilities, other than certain excluded
assets and excluded liabilities, would become the assets and
liabilities of Briarwood.  

However, Alfred Villoch, III, Esq., at Young Conaway Stargatt &
Taylor, in Wilmington, Delaware, relates, various disputes arose
between IHS and Briarwood in connection with the consummation of
the transactions contemplated in the SPA.  One dispute relate to
the Debtors' interest in a skilled nursing facility in Oklahoma,
known as the Integrated Health Services at Bryant Nursing Center,
Facility No. 20685.  Briarwood was supposed to acquire the
Oklahoma Facility and obtain the regulatory licenses and
approvals necessary for the transition of the Debtors' interests
in the Oklahoma Facility to Briarwood or its designee.  Briarwood
contracted with an affiliate of Trans Health Care, Inc. to
operate the Oklahoma Facility and various other facilities from
the relevant Debtors.  

In July 2003, IHS was informed that Briarwood was not likely to
obtain the required regulatory and licensing approval to transfer
the Oklahoma Facility prior to July 31, 2003.  To avoid a delay
in the Closing, IHS and Briarwood entered into a stipulation on
July 21, 2003, which the Court approved.  The parties agreed
that:

   -- subject to certain conditions, the Closing Date under the
      SPA would be extended to August 31, 2003; and

   -- if THI was unable to obtain a Certificate of Need from the
      State of Oklahoma by the Closing Date, IHS would proceed
      with all other aspects of the Closing.  

For a temporary period after the Closing, IHS would retain
ownership of the IHS 100 Stock until the earlier of the date on
which THI obtained the CON and 120 days after the Closing, at
which point IHS would deliver the IHS 100 Stock to Briarwood.
The Closing occurred on August 29, 2003, upon which IHS retained
the IHS 100 Stock and transferred:

   -- all assets and liabilities to the Purchased Subsidiaries
      other than the Excluded Assets, the Excluded Liabilities
      and the IHS 100 Stock;

   -- the Purchased Subsidiaries to Briarwood; and

   -- the Excluded Assets and the Excluded Liabilities to IHS
      Liquidating.  

In early December 2003, the State of Oklahoma denied THI's CON
application.  THI subsequently appealed.  However, it became
evident that Briarwood would not have the regulatory approvals in
place required by the State of Oklahoma by December 26, 2003 --
the last date on which IHS was obligated to hold the IHS 100
Stock.  On December 24, 2003, Briarwood requested an extension of
the delivery of the IHS 100 Stock to Briarwood from December 26,
2003 to June 30, 2004.

Mr. Villoch informs the Court that as of March 4, 2004:

   (a) IHS still holds the IHS 100 Stock;

   (b) THI is appealing the denial of its CON application; and

   (c) Briarwood has not identified another third party to which
       the IHS 100 Stock will be delivered.  

IHS Liquidating believes that Briarwood has not developed a plan
to rectify the current untenable situation regarding the transfer
of the IHS 100 Stock and the transition of the Facility.  

Under the Plan, IHS Liquidating's powers and duties clearly does
not grant it the authority to either cause the windup and
dissolution of IHS or cause IHS to transfer the IHS 100 Stock to
Briarwood.  IHS Liquidating believes that since the matter has
remained in limbo for a much longer period than anticipated, the
time has come for it to be discharged of any responsibility
relating to the circumstance or for it to be given the authority
to rectify the situation.  Hence, IHS Liquidating wants to:

   -- ensure that no liability inures to it as a result of
      failure of the transfer to occur; and

   -- close the IHS estate and avoid any liability of IHS
      Liquidating as a result of IHS' continued corporate
      existence.

Mr. Villoch assures the Court that IHS Liquidating is prepared to
abstain from interfering with whatever actions or omissions
Briarwood and THI choose to make with respect to the Oklahoma
Facility and the IHS 100 Stock, as long as the Court agrees that
IHS Liquidating has no exposure for the failure of these events
to occur.

In the event that any party objects to its request, IHS
Liquidating asks the Court to fashion a remedy that would empower
it to take steps necessary to cause IHS to dispose of the IHS 100
Stock and the Oklahoma Facility, and dissolve under applicable
law.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local  
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 72; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


J.L. FRENCH: December 2003 Stockholders' Deficit Widens to $418MM
-----------------------------------------------------------------
J.L. French Automotive Castings, Inc., reported fourth-quarter
revenues for the period ended December 31, 2003 of $130.3 million
compared to $136.7 million in the 2002 period.

Operating income before the impact of restructuring and impairment
charges, loss on sale of business and loss on early retirement of
debt was $15.5 million versus $14.7 million in the prior-year
quarter. Earnings before interest, taxes, depreciation and
amortization (EBITDA) before restructuring and impairment charges,
loss on sale of business assets, loss on early retirement of debt
and loss contract reserve reversals was $26.5 million, or 20.4
percent of sales, in the fourth quarter of 2003 compared to $25.4
million, or 18.6 percent of sales, in the 2002 period. Cash
interest expense was $16.1 million, up from $12.7 million in the
fourth quarter of 2002 as a result of higher weighted average
interest rates and debt levels in the 2003 period.

During the fourth quarter of 2003, the company recorded
restructuring and impairment charges of $1.8 million, which
primarily represents expenses associated with the Grandville, MI.,
facility, which was closed in the second quarter of 2003 and
certain charges of $0.8 million related to the restructuring of
its United Kingdom operations. In the fourth quarter of 2002, the
company recorded a restructuring charge of $21.3 million related
to the closure of the Grandville, MI, facility.

"We continued to be affected by lower automotive production levels
during the fourth quarter of 2003," said Jack Falcon, president
and chief executive officer. "These lower production levels have
accelerated our cost reduction and productivity improvement
efforts. Our previously announced restructuring of our UK
operations reduce our costs, and we have added key top management
to our leadership team who will help us achieve our profitability
goals."

For the year ended December 31, 2003, revenues were $521.1
million, a decrease of $29.4 million compared to 2002. EBITDA
before the impact of restructuring and impairment charges, loss on
sale of business assets, loss on early retirement of debt and loss
contract reserve reversals decreased to $93.6 million, or 18.0
percent of sales, in 2003 compared to $95.0 million, or 17.3
percent of sales, in 2002. As a result of the higher weighted
average interest rates and debt levels in 2003, cash interest
expense increased to $60.2 million versus $48.9 million for 2002.
During 2003, the company recorded non-cash income of $0.6 million
related to exchange rate fluctuations on debt denominated in
foreign currencies.

Restructuring and impairment charges for the year ended December
31, 2003 totaled $106.4 million and consisted of $96.0 million
write-off of goodwill related to the Sheboygan and Spain reporting
units in the third quarter, $4.9 million write-down of assets at
the Saltillo, Mexico facility, $2.2 million write-down of assets
of the UK operations, and $3.3 million in restructuring costs.

At December 31, 2003, J.L. French Automotive's balance sheet shows
a total stockholders' deficit of $418,341,000 compared to
$294,511,000 the previous year.


          About J.L. French Automotive Castings, Inc.

J.L. French Automotive Castings, Inc., a privately held automotive
supplier, is a leading global designer and manufacturer of highly
engineered aluminum die cast automotive parts including oil pans,
engine front covers and transmission cases. The company has
manufacturing facilities in Sheboygan, WI; Glasgow, KY; Benton
Harbor, MI; San Andres de Echevarria, Spain; Saltillo, Mexico; as
well as five plants in the United Kingdom. The company is based in
Sheboygan, WI, and has its corporate office in Minneapolis, MN.


KANSAS CITY: S&P Assigns BB+ Rating to $250 Mill. Credit Facility
-----------------------------------------------------------------
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+', two notches 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.


KENNEDY MANUFACTURING: Retains Taft Stettinius as Attorneys
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Ohio,
Western Division, gave its stamp of approval to Kennedy
Manufacturing Company and its debtor-affiliates' application to
employ Taft, Stettinius & Hollister, LLP as their bankruptcy
attorneys.

The Debtors chose to employ Taft Stettinius because of the firm's
extensive experience and knowledge in the field of debtors and
creditors' rights and business reorganizations.

The Debtors report that Taft Stettinius will render all necessary
and appropriate legal services requested by them in connection
with these cases.

Before the petition date, Taft Stettinius received a $40,000
retainer to prepare and file the Debtors' chapter 11 cases.  Taft
Stettinius will charge its services with its current and customary
hourly rates. The professionals who will be primarily responsible
in this engagement are:

      Professional          Position      Billing Rate
      ------------          --------      ------------
      Timothy J. Hurley     Member        $325 per hour
      W. Timothy Miller     Member        $300 per hour
      Paige Leigh Ellerman  Associate     $185 per hour
      Richard L. Ferrel     Associate     $200 per hour  

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


KMART CORP: Asks Court to Disallow Amended and Superseded Claims
----------------------------------------------------------------
Kmart Corporation and its debtor-affiliates identified nine claims
filed by Florida Tax Collectors that are redundant and
duplicative, in that each has been subsequently amended or
superseded by one or more separate and distinct claims.

The Debtors ask Judge Sonderby to disallow the Amended and
Superseded Claims and to allow the remaining claims:

                             Objected Claim     Remaining Claim
                            -----------------  -----------------
Claimant                    Claim No.  Amount  Claim No.  Amount
--------                    ---------  ------  ---------  ------
Citrus County Tax Collector   06164   $33,454    45820   $52,236
Hillsborough County           19007    15,697    46231    22,060
Miami-Dade County             41036   755,671    45622   780,531
Orange County Tax Collector   45792    21,793    46754    12,304
Orange County Tax Collector   45793    14,719    46572    14,335
Orange County Tax Collector   45789    14,678    46576    14,287
Palm Beach County             02086        34    02087   173,302
Santa Rosa County             26525         0    46023    19,594
Suwannee County Courthouse    25295    20,684    46988    22,053

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


LES BOUTIQUES: Closes Sale of Victoire & Moments Lingerie Shops
---------------------------------------------------------------
Les Boutiques San Francisco Incorporees announces the closing of
the sale of Victoire Delage and Moments Intimes lingerie shops to
Boutiques Ace Style Inc., a wholly owned subsidiary of Ace Style
International of Hong Kong.  The conditions for the agreement,
announced on February 11, have all been met. The transaction is
for an amount of approximately $1.7 million and covers the 17
lingerie shops, including a portion of their inventory.

Daniel Gendron, president of Boutiques Ace Style, has already
said that he intends to continue to operate the stores with the
160 existing employees and to work closely with current
suppliers.

Les Boutiques San Francisco Incorporees 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.


LIVING WORD FAITH: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Living Word Faith Center, Inc.
        5090 Redan Road
        Stone Mountain, Georgia 30088

Bankruptcy Case No.: 04-91635

Type of Business: The Debtor operates a Church.

Chapter 11 Petition Date: March 1, 2004

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Schuyler Elliott, Esq.
                  The Mecca Building
                  2024 Beaver Ruin Road
                  Norcross, GA 30071
                  Tel: 770-209-7999

Total Assets: $1,322,000

Total Debts:  $1,189,899

Debtor's 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Fred Law                      Contract dispute          $375,000
dba Concord Contractors
6297 Field Mill Road
Stone Mountain, GA 30087

Viking Office Products        Office supplies               $500


LTV: Administrative Panel Gets Okay to Tap Deloitte's Services
--------------------------------------------------------------
The Official Committee of Administrative Claimants of The LTV
Debtors sought and obtained the Court's authority to retain
Deloitte & Touche LLP as its financial advisors, effective
January 14, 2004.

Specifically, Deloitte will:

       (1) assist and advise the Administrative Committee
           concerning potential director and officer claims;

       (2) attend and participate in appearances before the
           Court; and

       (3) provide other services as requested by the Committee
           or its counsel and agreed to by Deloitte.

Deloitte will charge its regular hourly rates in performing the
services.  The firm's hourly rates are:

      Hourly Range     Professional Position
      ------------     ---------------------
      $285 to 650      Partners, principals and directors
       225 to 510      Managers and senior managers
       150 to 335      Consultants and senior consultants
        75 to 100      Other paraprofessionals

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)


LUCENT TECH: S&P Raises Corporate Credit Rating to B After Review
-----------------------------------------------------------------  
Standard & Poor's Ratings Services raised its corporate credit
rating on Murray Hill, New Jersey-based Lucent Technologies Inc.
to 'B/Positive/--' from 'B-/Negative/--'. The action follows a
Standard & Poor's review of the telecom equipment industry, as
well as a review of Lucent's recent and anticipated performance.

"Standard & Poor's believes industry revenues have stabilized in
recent quarters, after declining steeply from their peak in 1999,
while Lucent's cost reduction actions have enabled a return to
moderate profitability in the past few quarters," said Standard &
Poor's credit analyst Bruce Hyman.

The ratings on Lucent reflect its high leverage, a dramatically
smaller and more aggressive industry because of a substantial
shift in service providers' buying patterns, and ongoing major
changes in the industry's technology direction. These factors are
only partly offset by Lucent's continued major role in that
industry, its sufficient operational liquidity, and an appropriate
expense structure for current business conditions after
substantial restructurings. Lucent's sales of $8.5 billion in the
fiscal year ended September 2003 were 22% of the fiscal 1999 peak,
and growth from current levels likely will be muted. Following
substantial downsizing, including a 70% staff reduction, the
company recently returned to adequate levels of operating
profitability, while free cash flows, although still negative,
have abated. Still, the industry's decline appears to have been
stemmed, and there are indications of modest near-term growth.
Lucent's liquidity--$4.3 billion at Dec. 31, 2003--is sufficient
to fund the company's operations over the intermediate
term.


MEDICAL PROFESSIONAL: S&P Drops Counterparty Credit Rating to BBpi
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Medical Professional Mutual
Insurance Co. and its wholly owned subsidiary, ProSelect Insurance
Co., to 'BBpi' from 'BBBpi'.

The downgrades reflect a deterioration of operating performance
and a decline in surplus in recent years. The ratings reflect weak
operating performance and very high geographical and product line
concentration, which are partly offset by adequate capitalization
for the rating level.

Based in Boston, Massachusetts, Medical Professional Mutual
Insurance Co. writes professional liability and ancillary general
liability coverages for physicians, dentists, and hospitals on
both an occurrence and claims made basis. It markets its products
directly and through an independent agency force. The company,
which began operations in 1975, is licensed to operate only in
Massachusetts.

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

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


MERIT SECURITIES: Fitch Ratchets Class B-1 Notes Rating to BB-
--------------------------------------------------------------
Fitch Ratings has taken the following rating actions on Merit
Securities Corp. manufactured housing contract, Series 12-1.

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

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 12-1 was primarily originated by
Origen Financial, 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 has a current credit enhancement (excluding a collateral
fund) of approximately 40%, compared with an initial credit
enhancement of 28.25%. The class M1 has current enhancement of
approximately 25.5%, compared with an initial credit enhancement
of 19.25%. The class M2 has current enhancement of approximately
14%, compared with an initial credit enhancement of 12.25%. The
class B-1 has current enhancement of approximately 5.75%, compared
with an initial credit enhancement of 7.25%. In addition, the pool
is experiencing a 12 month average constant default rate of 4.25%,
and a 78% loss severity. Furthermore, the pool has experienced
9.76% in cumulative losses (this includes losses on both the
underlying collateral pool and on the collateral fund).

This transaction benefits from an additional enhancement feature.
On the closing date, Merit deposited additional MH loans into a
collateral fund with an original principal balance of $11.3
million ($5.8 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.

While credit enhancement has grown for most 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.


METALS USA: Brandywine Asset Management Has 5.83% Equity Stake
--------------------------------------------------------------
Brandywine Asset Management, LLC, beneficially owns 1,175,400
shares of the common stock of Metals USA, Inc. with shared voting
and dispositive powers.  The amount of stock held represents 5.83%
of the outstanding common stock of Metals USA.
                        
Various accounts managed by Brandywine Asset Management have the
right to receive, or the power to direct the receipt of, dividends
from, or the proceeds from, the sale of shares of Metals USA, Inc.  
No account owns more than 5% of the shares outstanding.

Metals USA is a leading integrated metals processor and
distributor in North America serving more than 45,000 customers
with a diverse product line out of three business groups: the
Plates and Shapes Group, the Flat Rolled Group and the Building
Products Group. The Debtors filed for Chapter 11 relief on
November 14, 2001 (Bankr. S.D. Tex. Case No. 01-42530) and emerged
from Bankruptcy on Nov. 2002. Zack A. Clement, Esq. at Fulbright &
Jaworski represents the Debtors.


MIRANT CORP: Brings-In PricewaterhouseCoopers as Audit Consultant
-----------------------------------------------------------------
Mirant Corp. and its debtor-affiliates seek the Court's authority
to employ PricewaterhouseCoopers LLP as consultants under the
terms of a February 2, 2004, Engagement Letter.

As part of their on-going internal audit efforts, the Debtors
began auditing certain business lines to address compliance and
efficiency concerns.  Ian T. Peck, Esq., at Haynes and Boone LLP,
in Dallas, Texas, relates that prior to the Petition Date, the
Debtors conducted and completed an internal audit of their gas
power businesses to analyze and evaluate internal controls and
practices.  As part of the Gas Project, Mirant Corporation
engaged PwC to provide necessary outside industry expertise and
to ascertain industry best practices.

Having completed the Gas Project, the Debtors' internal audit
team has shifted its focus to the Debtors' power asset
activities, including power asset management and trading
activities, as well as credit risk management activities, and has
began an internal audit of these business lines on February 23,
2004.

After carefully evaluating the various outside professionals
available to assist the Debtors in completing the Power Audit,
they selected PwC to serve as their outside consultant.  Mr. Peck
informs the Court that PwC is a well-known and recognized
consulting firm with a worldwide clientele and extensive
experience in helping clients tackle the types of challenges and
issues raised by the magnitude of a project like this.  The
Debtors believe that PwC possesses all of the skills,
qualifications and expertise necessary to assist them in an
efficient and cost-effective manner, and with a high degree of
quality and responsiveness.

PwC will provide these consulting services to advise the Debtors
in connection with the Power Audit:

   * Risk Identification:  Identification of Mirant's objectives
     and strategies as well as risk attribution associated with
     power procurement and trading activities;

   * Infrastructure:  Assessment of Mirant's ability to
     effectively identify, measure, monitor and report on key
     risk drivers in a comprehensive and consistent manner;

   * Process and Control:  Assessment of existing processes to
     identify and evaluate the design of control activities
     resident within key processes; and

   * Credit Risk Management:  Assessment of credit policies
     and procedures, risk reporting, collateral/margin
     management, credit reserving, problem credit management,
     approval process and authorities, system infrastructure,
     and documentation standards.

Mr. Peck assures Judge Lynn that the consulting services to be
rendered by PwC will not be duplicative of the services rendered
by any other of the Debtors' professionals retained in these
Chapter 11 cases.  While the Debtors have already sought and
obtained the Court's authorization to retain the accounting firms
of Deloitte & Touche LLP and KPMG LLP, Mr. Peck explains that
PwC's retention is necessary for the Debtors to carry out their
duties as debtors-in-possession.  The Debtors were required to
retain PwC rather than KPMG because as the Debtors' external
auditor, KPMG could not provide the required services without
impairing its independence on its current retention.  Similarly,
the Debtors chose not to use Deloitte & Touche because of the
amount of time and money the Debtors would have to spend in
having Deloitte & Touche become familiar with the Debtors'
internal controls, especially when taking into account the
synergies PwC already possesses as a result of the prior services
it rendered for the Debtors on the Gas Project, and that the
Debtors have a very short time frame to complete this project
because of its upcoming annual report for the 2003 period.

Other salient terms of the Engagement Letter are:

A. Term

   The services are scheduled to commence on January 5, 2004,
   and covers a period of nine to 10 weeks.  However, either
   party may terminate the services to be provided pursuant to
   the Engagement Letter upon written notice to the other.  In
   the event of termination, the Debtors' sole responsibility
   will be to pay the reasonable professional fees and related
   expenses that PwC earned or incurred through the Effective
   Date of termination.

B. Fees

   PwC has estimated that the fees for the project will be
   $260,000 to $280,000 based on a blended hourly rate of $275
   per hour, which represents a 30% discount from PwC's standard
   rates.  PwC's fees will be based on the time spent by the
   individuals assigned to the engagement and the blended hourly
   billing rate established for those individuals that vary
   according to their skills and experience.  In addition, PwC
   will be entitled to reimbursement of reasonable expenses
   incurred in connection with this retention.  In the event
   PwC believes that its fees will exceed the above estimates,
   it has agreed not to undertake any additional work without
   first advising the Debtors.

   For purposes of this engagement, PwC will provide to the
   Debtors a monthly invoice containing a brief description of
   the services provided for each particular month, including a
   description of those professionals performing the services,
   as well as a description of its out-of-pocket expenses
   incurred.  PwC has also agreed that its professionals will
   keep hourly time records, in summary format, setting forth a
   description of the services rendered by each professional and
   the amount of time spent on each date by each individual in
   rendering services on behalf of the Debtors, which will be
   provided in PwC's monthly billing statements.

C. Miscellaneous

   PwC agreed to preserve the confidentiality of confidential
   information entrusted to it by the Debtors.

Rich Reynolds, a partner at PricewaterhouseCoopers LLP, tells
Judge Lynn that PwC is not owed any amounts for prepetition fees
and expenses.  PwC incurred travel expenses postpetition
amounting to $7,467 in connection with various close-out meetings
with the Debtors regarding the Gas Project.  The amount is still
owed to date.

During the 12-month period prior to the Petition Date, Mr.
Reynolds reports that PwC received $639,569 from the Debtors for
professional services performed and expenses incurred in
connection with various services provided to the Debtors.

PwC agreed that the protections to be afforded to it in
connection with its representations of the Debtors will be those
provided to "Protected Professionals" set forth in the Protection
Order dated September 29, 2003.  Thus, PwC agreed to forego any
indemnification provisions that would normally have been included
as part of its engagement agreement.

According to Mr. Reynolds, prior to the Petition Date, PwC or its
affiliates in the past represented, or are currently
representing, non-debtor affiliates of the Debtors in matters
unrelated to these Chapter 11 cases, including Balargh Power
Company Limited, Cleco Corporation, Greenhost, Inc., Kinder
Morgan Power Company, Mirant Caribbean, Inc., Perryville Energy
Partners LLC, Western Power Distribution Holdings, Ltd., Western
Power Distribution Telecoms Limited, Western Power Generation
Limited, WPD 1957 Limited, WPDF 1975 Limited, WPD Finance
Limited, WPD Holdings UK and WPD Limited.

PwC advised the Debtors that it has in the past and likely will
continue representing creditors and other parties-in-interest of
the Debtors in matters unrelated to these Chapter 11 cases.  PwC
further advised the Debtors that no services have been provided
to these creditors or other parties-in-interest, which are
materially adverse to the Debtors, nor would PwC's retention in
these Chapter 11 cases compromise its ability to continue to
render auditing, tax and consulting services to its clients.  
Accordingly, Mr. Reynolds believes that PwC is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy
Code.

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)


MITEC: Underwriters Exercise Option to Buy $2.1 Mil. in Stock
-------------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM) announced that the syndicate of
underwriters in its recently announced bought deal financing have
exercised their option to purchase an additional 746,264 common
shares of the Company at $2.75 per Common Share for additional
aggregate gross proceeds of approximately $2.1 million. With the
exercise of the greenshoe option, the aggregate gross proceeds of
the offering were approximately $32 million.

The Syndicate of underwriters was led by Desjardins Securities
Inc., and included Orion Securities Inc., BMO Nesbitt Burns Inc.,
and Research Capital Corporation.

The Common Shares have not been registered under the United States
Securities Act of 1933, as amended.

Mitec Telecom is a leading designer and provider of products for
the telecommunications sector as well as a variety of other
industries. The Company sells its products worldwide to network
providers for incorporation into high-performing wireless networks
used in voice and data/Internet communications. Headquartered in
Montreal, Canada, the Company also operates facilities in the
United States, the United Kingdom and China.

Mitec Telecom Inc. is listed on the Toronto Stock Exchange under
the symbol MTM. On-line information about Mitec is available at
mitectelecom.com .

                        *   *   *

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

                     GOING CONCERN UNCERTAINTY

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

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

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

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

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

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

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

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

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


NATIONAL BENEVOLENT: Gets Nod to Tap Weil Gotshal as Attorney
-------------------------------------------------------------
The National Benevolent Association of the Christian Church sought
and obtained approval from the U.S. Bankruptcy Court for the
Western District of Texas, San Antonio Division, to employ Weil,
Gotshal & Manges LLP as their bankruptcy counsel.

The Debtors assure the Court that Deryck A. Palmer, Esq., a member
of Weil Gotshal, as well as other members of, counsel to, and
associates of the firm who will be employed in these chapter 11
cases, are members in good standing of, among others, the Bar of
the State of New York.

The Debtors expect Weil Gotshal to:

   a. take all necessary actions to protect and preserve the
      estates of the Debtors, including the prosecution of    
      actions on the Debtors' behalf, the defense of any actions
      commenced against the Debtors, the negotiation of disputes
      in which the Debtors are involved, and the preparation of
      objections to claims filed against the Debtors' estates;

   b. prepare on behalf of the Debtors, as debtors in
      possession, all necessary motions, applications, answers,
      orders, reports, and other papers in connection with the
      administration of the Debtors' estates and serve such
      papers on creditors;

   c. negotiate and prepare on behalf of the Debtors any plans
      of reorganization and all related documents; and

   d. perform all other necessary legal services in connection
      with the prosecution of these chapter 11 cases.

Weil Gotshal's hourly rates range from:

      Position                  Billing Rate
      --------                  ------------   
      members and counsel       $500 to $775 per hour
      associates                $240 to $505 per hour
      paraprofessionals         $125 to $225 per hour

The two primary partners assigned to this matter are:

      Partner's Name            Billing Rate
      --------------            ------------         
      Deryck A. Palmer          $735 per hour
      Alfredo R. Perez          $670 per hour

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.


NATIONAL ENERGY: Debtor Restates Operating Revenues and Expenses
----------------------------------------------------------------
National Energy & Gas Transmission, Inc. (NEGT) announced a
restatement of its 2002, 2001 and 2000 operating revenues and
operating expenses. This restatement did not affect the company's
consolidated operating income or net income, consolidated balance
sheets or consolidated statement of cash flows.

NEGT has determined that its historical financial reporting of
hedging transactions has not been consistent. Certain types of
hedging transactions have been reported on a net basis (whereby
revenues have been offset by the related expense item), while
other types of similar transactions have been reported on a gross
basis. In order to correct the inconsistency and provide a more
meaningful presentation of its trading and hedging transactions,
NEGT has adopted a net presentation approach for all such
transactions. NEGT believes that this method of presentation is
preferable under the circumstances. Adopting this change reduced
previously reported revenues and expenses from continuing
operations by $843 million for the year ended December 31, 2002.

In addition, NEGT has determined that its historical financial
reporting contained errors related to certain Independent System
Operator (ISO) transactions and the mechanical consolidation
process that resulted primarily from the adoption of EITF 02-03
(which requires the net presentation of trading revenues and
expenses). These corrections decreased previously reported
revenues and expenses from continuing operations by $222 million,
$1,081 million and $837 million for the years ended December 31,
2002, 2001 and 2000, respectively, and from discontinued
operations by $448 million for the year ended December 31, 2002.

On July 8, 2003, NEGT and certain of its subsidiaries filed
voluntary petitions for relief under the provisions of Chapter 11
of the Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Maryland, Greenbelt Division. NEGT and those
subsidiaries retain control of their assets and are authorized to
operate their businesses as debtors-in-possession while they are
subject to the jurisdiction of the Bankruptcy Court.

On September 24, 2003, NEGT filed a Form 15 with the Securities
and Exchange Commission (SEC) which terminated its duty to file
reports under Sections 13 and 15(d) of the Securities Exchange Act
of 1934. Accordingly, to the extent of the restatements cited
above, NEGT's previous filings with the SEC should not be relied
upon. As a result of these restatements, NEGT has been informed by
its auditors, Deloitte & Touche LLP, that its independent
auditors' report on NEGT's 2000, 2001 and 2002 consolidated
financial statements included in NEGT's 2002 Form 10-K should no
longer be relied upon.


NET PERCEPTIONS: Board Rejects Revised Obsidian Exchange Offer
--------------------------------------------------------------
Net Perceptions, Inc. (Nasdaq:NETP) announced that after careful
consideration, including a review with independent financial and
legal advisors, its board of directors has unanimously determined
that Obsidian Enterprises, Inc.'s revised exchange offer continues
to be financially inadequate and not in the best interests of Net
Perceptions' stockholders. Accordingly, the Net Perceptions' board
of directors urges stockholders to reject Obsidian's revised offer
and not tender their shares.

In making its recommendation, Net Perceptions' board of directors
considered, among other things:

  -- The financial analyses of Obsidian and the revised exchange
     offer prepared by Candlewood Partners, LLC, the Company's
     financial advisor, as compared to the likely timing and
     amount of cash distributions if the plan of liquidation is
     approved and adopted by stockholders at the special meeting
     scheduled for Friday, March 12, 2004, and thereafter promptly
     implemented;

  -- In the view of Candlewood, the large number of shares of
     Obsidian common stock that would be received by the Company's
     stockholders if the revised exchange offer and proposed
     subsequent merger were consummated, combined with the small
     average trading volume of Obsidian common stock, highlights
     the potential difficulty of selling the shares of Obsidian
     common stock that would be received in the revised exchange
     offer and subsequent merger;

  -- In the board's view, the substantial risks associated with
     Obsidian's businesses, filed by Obsidian with the SEC in
     connection with its exchange offer, and Obsidian's "liquidity
     and working capital issues" and its "high level of debt"
     which "creates liquidity issues" for Obsidian;

  -- The fact that, if the revised exchange offer and proposed
     merger were consummated, officers and directors of Obsidian
     would own approximately 70% of Obsidian's common stock, on a
     fully diluted basis, and thus the Company's stockholders
     would have little or no ability to influence or affect the
     future management or policies of Obsidian; and

  -- The fact that, based on Obsidian's public filings to date,
     its revised exchange offer continues to be subject to
     numerous conditions, including, as noted in the Company's
     Solicitation/Recommendation on Schedule 14D-9 originally
     filed with the SEC on December 31, 2003, conditions that
     could not be satisfied due to the Company's December 30th
     2003 agreement to sell its patent portfolio to Thalveg Data
     Flow, LLC for $1.8 million, which results in significant
     uncertainty that the revised exchange offer will be
     consummated.

A description of the board's decision and Candlewood's financial
analyses of Obsidian and the revised exchange offer is contained
in an amendment to the Company's Schedule 14D-9 filed with the
SEC.

The Company said that its board of directors continues to believe
that implementing the plan of liquidation adopted by the board on
October 21, 2003 is reasonably likely to provide higher realizable
value to stockholders than Obsidian's revised exchange offer.

The board reiterated its recommendation that stockholders vote FOR
the plan of liquidation and urged stockholders, if they have not
already done so, to promptly complete, sign, date and return, by
means to enable delivery by the opening of business on March 12,
2004, the WHITE proxy card previously delivered to stockholders,
and NOT to complete or return any blue proxy card which they may
have received or receive in connection with Obsidian's opposing
proxy solicitation.

Finally, the Company announced that on March 8, 2004, the Blakstad
lawsuit, which was filed on October 29, 2003 against the Company,
its current directors and unnamed defendants in the District
Court, Fourth Judicial District, of the State of Minnesota, County
of Hennepin, and which sought, among other things, to enjoin the
proposed liquidation of the Company and to recover reasonable
attorneys' and experts' fees, was dismissed with prejudice. Tom
Donnelly, the Company's President and Chief Financial Officer,
stated "We are very pleased that the Company's motion to dismiss
the Blakstad lawsuit has been granted and that the Company will
not have to expend additional stockholder funds defending this
meritless lawsuit."


NEW CONSTRUCTION: Employing Gary & Goodman as Bankruptcy Counsel
----------------------------------------------------------------
New Construction, Inc., wants permission from the U.S. Bankruptcy
Court for the Eastern District of Virginia, Alexandria Division,
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.


NORSKE SKOG: Caps Price on $250 Million Senior Debt Offering
------------------------------------------------------------
Norske Skog Canada Limited has priced US$250 million aggregate
principal amount of 7-3/8% Senior Notes due March 1, 2014. The
Senior Notes were offered at par and will result in net proceeds
of approximately US$245 million. The Senior Notes are being
offered within the United States pursuant to Rule 144A under the
Securities Act of 1933, and in certain Canadian Provinces. The
Senior Notes are guaranteed by all of the Company's material
wholly-owned subsidiaries.

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.

                         *   *   *

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.


OAKWOOD HOMES: Creditors' Ballots are Due by 4:00 p.m. Today
------------------------------------------------------------
Oakwood Homes Corporation and its debtor-affiliates are soliciting
creditors' acceptances for their Second Amended Chapter 11
Reorganization Plan.   

The U.S. Bankruptcy Court for the District of Delaware has fixed
today, March 12, at 4:00 p.m. (Eastern Time) as the deadline for
creditors to cast their ballots to accept or reject the Debtors'
Plan.  Ballots must be received at:

        Bankruptcy Services LLC
        Attn: Oakwood Processing Department
        757 Third Avenue, Third Floor
        New York, NY 10017

The Honorable Peter J. Walsh will convene a hearing to consider
confirmation of the Debtors' Plan on March 16, 2004, at 11:00
a.m., or soon thereafter as Counsel can be heard.

Oakwood Homes Corporation and its subsidiaries are engaged in
the production, sale, financing and insuring of manufactured
housing throughout the U.S.  The Debtors filed for chapter 11
protection on November 15, 2002 (Bankr. Del. Case No. 02-13396).
Robert J. Dehney, Esq., Derek C. Abbott, Esq., at Morris, Nichols,
Arsht & Tunnell and C. Richard Rayburn, Esq., and Alfred F.
Durham, Esq., at Rayburn Cooper & Durham, P.A., represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $842,085,000 in total
assets and $705,441,000 in total debts.


OMEGA HEALTHCARE: Re-Leases 5 Nursing Facilities & Sells Iowa Unit
------------------------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) announced it has re-
leased five skilled nursing facilities and sold one closed
facility.

Effective March 8, 2004, the Company re-leased three SNFs formerly
leased by Claremont Health Care Holdings, Inc., located in Florida
and representing 360 beds, to an existing operator at an initial
annual lease rate of $2.5 million. These facilities were added to
an existing Master Lease, the initial term of which has been
extended ten years to February, 2014. The aggregate annual lease
rate under this Master Lease, inclusive of the $2.5 million, is
$3.9 million.

In addition, the Company re-leased two SNFs formerly leased by Sun
Healthcare Group, Inc., located in California and representing 117
beds, to a new operator under a Master Lease, which has a ten-year
term. The commencement date of the first re-lease is March 1, 2004
and has an initial annual lease rate of approximately $0.12
million. The commencement date of the second re-lease is expected
to be April 1, 2004, subject to licensing, otherwise May 1, 2004,
and has an initial annual lease rate of approximately $0.1
million.

On March 8, 2004, the Company sold one closed facility located in
Iowa for its approximate net book value. At this time, the Company
has five closed facilities remaining with a total net book value
of approximately $2.4 million.

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

        
OWENS: Committee Retains Dehay & Elliston as Asbestos Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Owens Corning and its debtor-affiliates seeks
the Court's authority to retain Gary D. Elliston, Esq. and R.
Thomas Radcliffe, Jr., Esq., of Dehay & Elliston, LLP, as co-
counsel to the Committee, advising on issues related to asbestos
claims defense and estimation, nunc pro tunc to December 1, 2003.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht & Tunnel,
in Wilmington, Delaware, informs the Court that the Committee
selected Messrs. Elliston and Radcliffe because of their
extensive and diverse experience, knowledge and reputation in the
field of asbestos claims field generally and, in particular, in
the defense of asbestos claims.

Mr. Elliston's and Mr. Radcliffe's experience includes extensive
trial experience in both state and federal courts throughout the
United States in defense of asbestos liability claims, expertise
in the coordination of mass tort litigation and, with respect to
Mr. Radcliffe, service as an expert and consultant on asbestos
claims issues for Congoleum Corporation.

The Commercial Committee believes that Mr. Elliston's and Mr.
Radcliffe's services are both necessary and appropriate, and will
assist the Commercial Committee with developing and implementing
a strategy to address the asbestos-related personal injury claims
in these cases as well as formulating and developing an estimate
of future asbestos claims.

Messrs. Elliston and Radcliffe are to provide expert services
regarding the defense of asbestos claims and asbestos claims
estimation.  Specifically, Messrs. Elliston and Radcliffe will
be:

   (1) consulting and providing insight into the defense of
       asbestos claims and the asbestos claims estimation
       process;

   (2) assisting the Commercial Committee's counsel in preparing
       for expert depositions;

   (3) consulting with the Commercial Committee and its counsel
       regarding other asbestos claims related experts retained
       by the Commercial Committee or to be retained by the
       Commercial Committee; and

   (4) performing any other necessary services as the Commercial
       Committee of the Commercial Committee's counsel may
       request from time to time with respect to any asbestos-
       related issue.

Messrs. Elliston and Radcliffe are willing to coordinate any of
these services performed at the Commercial Committee's request
with services of the Commercial Committee's other advisors and
counsel, as appropriate, to avoid duplication of effort.

According to Mr. Sudell, Messrs. Elliston and Radcliffe will be
compensated on an hourly basis.  Mr. Elliston's current hourly
rate is $350 while Mr. Radcliffe's current hourly rate is $300.  
Messrs. Elliston and Radcliffe include in their hourly rates:

   (1) direct labor costs,
   (2) fringe benefits,
   (3) overhead, and
   (4) fees.  

The hourly rate does not include out-of-pocket expenses like
travel, long distance telephone calls, messenger service, express
mail, bulk mailing, photocopies, or entertainment.  These
expenses are billed at cost in addition to the hourly rate.  This
compensation arrangement is consistent with and typical of the
arrangements entered into by Mr. Elliston and Mr. Radcliffe
regarding the provision of similar services for clients like the
Commercial Committee.

Messrs. Elliston and Radcliffe assures the Court that:

   (1) they are "disinterested" persons within the meaning of
       Section 101(14) of the Bankruptcy Code and as required by
       Section 328 of the Bankruptcy Code, and hold no interest
       adverse to the Debtors and their estates for the matters
       for which they are to be employed; and

   (2) they have no connection to the Debtors, their
       creditors and their related parties.

Messrs. Elliston and Radcliffe will conduct an ongoing review of
their files to ensure that no conflicts or other disqualifying
circumstances exist or arise.  If any new facts or relationships
are discovered, they will supplement their disclosure with the
Court.

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


PARMALAT GROUP: Gets Go-Signal to Honor U.S. Milk Supplier Claims
-----------------------------------------------------------------
The U.S. Parmalat Debtors sought and obtained the Court's
authority to pay prepetition milk supplier claims, in their sole
discretion.

The U.S. Debtors are also authorized to issue postpetition
checks, or effect postpetition fund transfer requests, in
replacement of any checks or fund transfer requests with respect
to Milk Supplier Claims dishonored or rejected as of the Petition
Date.

                     The U.S. Milk Suppliers

In the ordinary course of business, the U.S. Debtors rely on two
types of Milk Suppliers to provide them with raw milk -- dairy
farmers and dairy co-operatives.  The U.S. Debtors purchase 40%
of their raw milk from Farmers and the remainder of their raw
milk from Co-ops.  The U.S. Debtors do not have supply agreements
with their Milk Suppliers.  Rather, the Milk Suppliers provide
the Debtors with milk on customary business terms, typically on
22 days' credit.

Recently, however, the Debtors' vendors began demanding strict
payment terms, and many of the Co-ops are requiring prepayment,
as a condition to the continued supply of raw milk.  One of the
U.S. Debtors' largest Milk Suppliers has refused to continue to
supply raw milk under any terms.

On January 1, 2004, the Dairy Farmers of America, which provides
14% of the U.S. Debtors' raw milk supply, stopped selling milk to
the Debtors.  The Debtors estimate that, as of the Petition Date,
their prepetition obligations aggregate $2,300,000 to the Farmers
and $4,600,000 to the Co-ops.

The federal government establishes federal milk pricing
guidelines that are enforced by market administrators.  Pursuant
to these guidelines, the price of raw milk is set according to
its class, which is based on its ultimate use -- that is, whether
it is used to produce milk, cream, ice cream, or others.  As the
ultimate use of the raw milk cannot be determined at the time of
purchase, the U.S. Debtors pay the Milk Suppliers a blended price
for the raw milk they receive.  At the end of each month, the
Market Administrator calculates a true-up amount based on the
actual volume of each class of milk that the Debtors produced
that month.  These true-up payments are then redistributed to the
Debtors' Milk Suppliers.

The U.S. Debtors' next payment to the Market Administrator will
be due on March 16, 2004, for milk shipments received in
February 2004.  Based on historical experience, the Debtors
estimate that unpaid accrued obligations to the Market
Administrator as of the Petition Date approximate $650,000 to
$900,000.

                      The Milk Bonds

Certain of the states in which the Debtors operate require
purchasers of raw milk products to post bonds or provide other
security to guarantee their obligations to milk suppliers.  To
satisfy these requirements, the Debtors have posted bonds in New
York, Pennsylvania, New Jersey, and Michigan in the aggregate
amount of $9,350,000.

         Payment of Milk Supplier Claims is Necessary

Marcia L. Goldstein, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that it is critical to the U.S. Debtors' businesses
that they have an uninterrupted supply of fresh milk.  Absent
such a supply, the Debtors will be unable to provide their
customers with fresh milk and other dairy products.  As the dairy
business is extremely competitive, their customers will quickly
find alternative suppliers if the Debtors fail to fulfill the
customer orders.  Ms. Goldstein notes that the U.S. Debtors have
already lost a number of customers.  Once a customer switches to
a competitor, the Debtors may not regain that customer's
business.

Ms. Goldstein also points that the Farmers who supply milk to the
U.S. Debtors are akin to employees in many respects.  Most
of them operate family farms on which they reside and sell their
raw milk exclusively to the Debtors.  The Debtors' bi-monthly
"payroll" to the Farmers has been $8,000,000, an average of
$8,800 per Farmer.

Ms. Goldstein reports that 850 dairy farms provided milk to the
U.S. Debtors as of January 18, 2004.  But 350 Farmers stopped
providing milk when, due to their liquidity crisis, the U.S.
Debtors paid the Farmers one or two days late.

The U.S. Debtors risk losing additional Farmers to their
competitors or the Co-ops on a permanent basis.  Ms. Goldstein
observes that the community of dairy farmers is tight-knit.  If
the Debtors do not pay the prepetition claims of the Farmers, not
only would they lose additional existing Farmers, but it is
unlikely that other dairy farmers would be willing to fill the
supply gap.  Although the Debtors may be able to replace a
portion of the lost milk supply by purchasing from the Co-ops,
the cost of such milk is $0.06 to $0.08 more per gallon than the
cost of milk provided by the Farmers, Ms. Goldstein says.

The U.S. Debtors must also pay their prepetition obligations to
the Co-ops.  Absent the payment, the Co-ops may cease delivering
raw milk to the Debtors.  The Debtors do not believe that they
could find replacement milk suppliers if the Co-ops terminate or
suspend deliveries.  As a result, the Debtors would be unable to
fulfill their customer orders and would likely lose valuable
customers.

The U.S. Debtors' ability to operate could be jeopardized if they
do not pay the Milk Supplier Claims, Ms. Goldstein continues.  
The Debtors require operating licenses from certain states to
operate a dairy.  Although the precise regulations differ from
state to state, as a general rule, a dairy's license to receive,
process, and deliver milk can be revoked if the dairy defaults on
its payment obligations to a Farmer or Co-op, and:

      (i) that Milk Supplier calls the Milk Bond; or

     (ii) the state regulatory agency determines that the dairy
          producer will be unable to continue to meet its
          obligations.

If the U.S. Debtors were not permitted to pay their prepetition
obligations to their Milk Suppliers, the states would attempt to
revoke the Debtors' licenses.  If the licenses were revoked, the
Debtors would be out of business and their going concern value
lost, to the detriment of their creditors, employees, and other
parties-in-interest.

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 GROUP: Obtains Court Nod to Pay U.S. Employee Obligations
------------------------------------------------------------------
The U.S. Parmalat Debtors are authorized, but not required, to
make all payments required under or related to their prepetition
operating obligations, including prepetition wages, compensation,
tax withholding obligations, and employee benefits claims, Judge
Drain rules.  The Debtors are also authorized, but not required,
to continue to honor their prepetition practices, programs and
policies with respect to their employees, contractors, and
brokers.

                Prepetition Employee Obligations

                     (A) Wages and Salaries

In the ordinary course of business, the U.S. Debtors incur
payroll obligations to their employees in the United States for
the performance of services.  The Debtors currently employ 1,272
employees, excluding temporary staff, substantially all of whom
are full-time employees.  Approximately 567 of the Employees are
represented by unions as collective bargaining agents.

The U.S. Debtors pay their union employees on a weekly basis and
their office and non-union employees on a bi-weekly basis.  Their
average monthly gross payroll for all of their Employees is
$4,900,000.  The Debtors estimate that, as of the Petition Date,
there is $2,336,000 of unpaid accrued obligations relating to
wages, salary, and compensation.

                  (B) Commission Obligations

Certain Employees are entitled to receive commissions, in
addition to base compensation, if they increase net revenues
through the sale of the Debtors' products, customer development,
or the retention of current customers.  Commissions are paid to
eligible Employees on a monthly basis.  The Debtors estimate
that, as of the Petition Date, $226,000 in commissions will be
owed to 77 Employees for services rendered by those Employees in
the prepetition period.

                  (C) Payroll Tax Obligations

The U.S. Debtors are required by law to withhold from an
Employee's wages amounts related to federal, state, and local
income taxes, and social security and Medicare taxes and remit
these to the appropriate tax authorities.  ADP, a payroll
service, calculates the withholding taxes and remits them on both
a weekly and bi-weekly basis to the appropriate Taxing
Authorities.

In New York, the U.S. Debtors and their drivers are each required
to pay New York Highway Use Tax based on mileage driven in New
York state.  The Debtors generally withhold the drivers' portion
of the Highway Use Tax from their paychecks and remit them to the
appropriate Taxing Authority.

Additionally, the U.S. Debtors are required to (i) match from
their own funds the social security and Medicare taxes, and pay,
based on a percentage of gross payroll, additional amounts for
state and federal unemployment insurance and (ii) remit the
Payroll Taxes to the Taxing Authorities.  On a monthly basis, the
Debtors remit $1,670,000 in Payroll Taxes of which $1,020,686 are
Trust Fund Taxes.  The Debtors estimate that, as of the Petition
Date, the amount of unpaid Payroll Taxes approximates $480,521.

                      (D) Temp Obligations

The U.S. Debtors employ 45 temporary employees through a number
of different "temp" agencies.  The Agencies invoice the Debtors
weekly for services provided by the Temporary Employees, with
each Temporary Employee billed at a predetermined rate.  The
Debtors' average monthly expenses for the Temporary Employees are
$20,000.  The Debtors estimate that, as of the Petition Date,
their unpaid accrued obligations to the Agencies aggregate
$97,000.  The Debtors have no payroll tax obligations with
respect to the Temporary Employees.

              (E) Independent Contractor Obligations

The U.S. Debtors use seven independent contractors throughout the
United States to provide various services including security,
information technology, accounting, and communications with
farmers.  The use of Independent Contractors provides the Debtors
with a more cost effective method of obtaining these services and
skills than hiring comparable employees on a full-time basis.
Compensation of the Independent Contractors varies according to
the terms of each Independent Contractor's agreement with the
Debtors.  The Debtors have no payroll tax obligations with
respect to the Independent Contractors.  The Debtors estimate
that, as of the Petition Date, their unpaid accrued obligations
to Independent Contractors aggregate $8,000.

                     (F) Broker Obligations

The Debtors also utilize the services of 26 companies to sell
their products to customers as an extension of their own direct
sales force.  The use of Brokers provides the Debtors with a more
cost effective method of obtaining sales services and skills than
hiring comparable employees on a full-time basis.  As each of the
Brokers represent a numbers of food manufacturers, the Brokers
can efficiently sell Parmalat products to customers that the
Debtors could not economically service directly.  Additionally,
the Brokers can share the costs associated with attending various
food shows on their clients' behalf amongst their many clients.

The Brokers are specialists in their fields and are able to make
informed recommendations for promotional planning, shelf-
management, planograms, resets, new item presentation, category
management, retail coverage, and order fulfillment.  Their
relationship within the industry also provides the Brokers with
access to industry that is invaluable to the Debtors.

The Brokers are compensated with commissions on net sales after
customer deductions for promotions, advertisements, and
unsaleable merchandise.  The Debtors estimate that, as of the
Petition Date, their unpaid accrued obligations to the Brokers
aggregate $227,045.

                (G) Employee Benefits Obligations

As is customary in most large companies, the U.S. Debtors have
established various employee benefit plans and policies for their
Employees.  The benefit plans and policies can be divided into
these categories:

      (i) vacation, personal days, sick time, and holiday pay;

     (ii) medical and health insurance, life insurance, and
          dental insurance;

    (iii) an automobile allowance plan; and

     (iv) 401(k) plan benefits.

The Debtors deduct specified amounts from Employees' wages in
connection with some Employee Benefits, like insurance and 401(k)
Plan contributions.

                     (i) Paid Time Off Plan

Under the Debtors' PTO Plan, eligible Employees accrue paid time
off, including vacation, personal or sick time:

      * Paid Holidays

        The Debtors allow for nine paid holidays throughout the
        year, including two personal days.

      * Sick Leave

        Active non-union employees are entitled to six sick days
        per calendar year as of January of each year.  Employees
        who are hired after the calendar year has started will
        accrue 1/2 day per month.  Unused sick days cannot be
        carried over into the next year.

      * Vacation

        -- After one calendar year

           Employees are entitled to 10 vacation days per
           calendar year.  New hires vacation is prorated
           beginning in January at 0.833 days per month worked.

        -- After 5 to 10 years

           Employees are entitled to 15 vacation days per
           calendar year.

        -- After 11+ years

           Employees are entitled to 20 vacation days per
           calendar year.

As of the Petition Date, the Debtors' outstanding, accrued
obligations under the PTO Plan aggregate $2,945,101.

                  (ii) Health and Welfare Plan

The Debtors sponsor several Health and Welfare Plans including
medical and dental insurance, flexible spending accounts, short-
term and long-term disability insurance, life insurance, and
accidental death and dismemberment insurance.  The Debtors
estimate that their aggregate monthly expenditures under the
Health and Welfare Plans are $728,000.  Because of the manner in
which expenses are incurred and claims are processed under the
Health and Welfare Plans, it is difficult for the Debtors to
determine with certainty the accrued obligations under the Health
and Welfare Plans at any particular time.  Nevertheless, the
Debtors estimate that, as of the Petition Date, their accrued
unpaid obligations to their Employees under the Health and
Welfare Plans aggregate $1,500,000.

                      (iii) Allowance Plan

The Debtors customarily provide certain of their Employees, like
sales persons and managers, with a monthly car allowance as part
of their employment packages.  Allowances vary from $180 to
$1,000 a month depending on the employee.  The Debtors estimate
that, as of the Petition Date, the accrued unpaid Allowance Plan
Obligations aggregate $14,704.

                        (iv) 401(k) Plan

The Debtors withhold from the wages of participating Employees
contributions towards the 401(k) Plan.  In addition to the
Withholding Contributions, starting on the first of the month
following six months of full-time employment, the Debtors make
matching contributions to each participating Employee's 401(k)
Plan up to a maximum of 3% of the Employee's annual salary.  The
Matching Contributions vest 20% for each year of service with the
Debtors, with Matching Contributions fully vesting after five
years of service with the Debtors.  The Debtors estimate that, as
of the Petition Date, the obligations related to Withholding
Contributions that have accrued but have not been paid to or on
behalf of Employees under the 401(k) Plan aggregate $50,470 and
the unpaid accrued obligations related to the Matching
Contributions aggregate $26,106.

                  (H) Reimbursement Obligations

The Debtors reimburse Employees who incur business expenses in
the ordinary course of performing their duties on the Debtors'
behalf.  The Reimbursement Obligations include travel and meal
expenses incurred by the Employees through the use of their own
funds or credit cards.  Because the Employees do not always
submit claims for reimbursement promptly, it is difficult for the
Debtors to determine the exact amount of the Reimbursement
Obligations outstanding at any particular time.  Nevertheless,
the Debtors estimate that, as of the Petition Date, there is
$5,000 of accrued but outstanding Reimbursement Obligations.

          Payment of Employee Obligations is Necessary

Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New
York, points out that any delay in paying the Prepetition
Employee Obligations will adversely impact the Debtors'
relationship with their Employees and will irreparably impair the
Employees' morale, dedication, confidence, and cooperation.  
Employee support for the Debtors' reorganization efforts is
critical to the success of those efforts.  The Debtors simply
cannot risk such substantial damage to their businesses at this
early stage.

Mr. Holtzer notes that the payment of Payroll Taxes will not
prejudice other creditors of the Debtors' estates, as the
relevant Taxing Authorities generally would hold priority claims
under Section 507(a)(8) of the Bankruptcy Code in respect of
those obligations.  Moreover, the portion of the Payroll Taxes
withheld from an Employee's wages on behalf of the applicable
Taxing Authority is held in trust by the Debtors.  Hence, the
Payroll Taxes are not property of the Debtors' estate under
Section 541.

The payment of the Temp Obligations and the Independent
Contractor Obligations is equally essential.  If the Debtors are
unable to pay the Temp Obligations and Independent Contractor
Obligations, they will be at great risk of losing their Temporary
Employees and Independent Contractors, the majority of whom are
employed in the Debtors' production facility.  These employees
have a comprehensive understanding of the Debtors' production
process.  If the Debtors were to lose their Temporary Employees
and Independent Contractors, the Debtors would be compelled to
devote substantial resources and incur large expenses to replace
the lost Temporary Employees and Independent Contractors and
train the new personnel.  The costs to the Debtors would exceed
the savings to the Debtors if the Temp Obligations and
Independent Contractor Obligations are not paid.

The payment of the Broker Obligations is similarly important.  If
the Debtors are unable to pay the Broker Obligations, they will
be at great risk of losing the Brokers' services.  Because of the
Brokers' ability to leverage their relationships to obtain access
to customers and industry information, the Brokers are very
valuable to the Debtors.  Loss of the Brokers' services would
hurt the Debtors' overall sales and at the same time increase the
Debtors' cost of sales.

                   Unsecured Priority Status

Sections 507(a)(3) and 507(a)(4) afford a debtor's employees'
claims for "wages, salaries, or commission, including vacation,
severance, and sick leave pay" earned within 90 days before the
Petition Date as well as claims against the Debtors for
contributions to employee benefit plans arising from services
rendered within 180 days before the Petition Date unsecured
priority status to the extent of $4,650 per employee.

The Debtors believe that most of the Prepetition Employee
Obligations constitute priority claims under Sections 507(a)(3)
and (4).  As priority claims, Mr. Holtzer says, the Prepetition
Employee Obligations must be paid in full before any general
unsecured obligations of the Debtors may be satisfied.  The
Debtors believe that sufficient assets exist to pay all priority
Prepetition Employee Obligations in full under any reorganization
plan that may ultimately be proposed and confirmed by the Court.

Mr. Holtzer reports that only 14 Employees have claims for
Prepetition Employee Obligations in excess of $4,650.  However,
none of the 14 Prepetition Employee Obligations exceeds $4,650 by
more than $3,000.

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)   


PEABODY ENERGY: Launches Common Stock & Senior Debt Offering
------------------------------------------------------------
Peabody Energy (NYSE: BTU) announced an offering to sell 6.5
million shares of common stock and $200 million of senior notes
under a universal shelf registration statement that has been
declared effective by the U.S. Securities and Exchange
Commission.

Proceeds that the company receives from the offerings will be used
to fund the planned acquisition of coal operations from RAG Coal
International AG and for general corporate purposes.  Peabody
management will not sell shares in the offering.

Also through the common stock offering, Lehman Brothers Merchant
Banking Partners II Fund and affiliates intend to reduce their
ownership interest in Peabody through the sale of 9 million
shares. The underwriters have been granted an over-allotment
option to purchase an additional 2.3 million shares of primary and
secondary equity.  If the over-allotment option is exercised in
full, the merchant banking fund and affiliates will sell the
remainder of their shares and eliminate their ownership interest
in the company.

Morgan Stanley & Co. Incorporated and Lehman Brothers Inc. are
serving as joint book-running managers for the equity offering,
and Morgan Stanley & Co. Incorporated and Credit Suisse First
Boston are serving as joint book-running managers for the senior
notes offering.

Peabody Energy (NYSE: BTU) (Fitch, BB+ Credit Facility and BB
Senior Unsecured Debt Ratings, Positive Outlook) is the world's
largest private-sector coal company, with 2002 sales of 198
million tons of coal and $2.7 billion in revenues.  Its coal
products fuel more than 9 percent of all U.S. electricity
generation and more than 2 percent of worldwide electricity
generation.


PETRACOM MEDIA: Case Summary & 48 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Petracom Media, LLC
             1527 North Dale Mabry Highway, Suite 105
             Lutz, Florida 33548

Bankruptcy Case No.: 04-02908

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                     Case No.
   ------                                     --------
   Petracom of Texarkana, LLC                 04-02906
   Petracom of Show Low, LLC                  04-02910

Type of Business: The Debtors collectively operate 18 radio
                  stations representing a number of different
                  program formats (i.e., talk, country and
                  western, pop, etc.).

Chapter 11 Petition Date: February 17, 2004

Court: Middle District of Florida (Tampa)

Judge: Alexander L. Paskay

Debtors' Counsel: Harley E. Riedel, Esq.
                  Stichter, Riedel, Blain & Prosser
                  110 East Madison Street, #200
                  Tampa, FL 33602
                  Tel: 813-229-0144

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

A. Petracom Media, LLC's 17 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Greenberg Traurig, LLP                     $314,740
3290 Northside Parkway, Ste 400
Atlanta, GA 30327

Gardner, Carton & Douglas                  $136,854

Charlene Marsh                              $25,000

Deloitte & Touche LLP                       $21,660

Great West                                  $15,129

Citibusiness Card                           $12,310

Frank L. Robertson                          $10,000

Brill Media Company, LP                     $10,000

National Assn of Broadcasters                $3,500

Hartford, The                                $3,378

Lohnes and Culver                            $3,335

Turner, Reid, Duncan, et al.                 $1,466

Sam's Club/GECF                                $945

Verizon Wireless                               $448

Chevron Credit Bank NA                         $328

Office Depot Credit Plan                       $240

Progress Energy Florida Inc.                   $126

B. Petracom of Texarkana's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Broadcast Works!                            $30,961

Broadcast Music, Inc.                       $30,671

In Phase Broadcasting, Inc.                 $24,515

ASCAP                                       $19,963

Katz Radio Sales                            $11,762

Sesac, Inc.                                  $9,982

Bowie County Appraisal Dist.                 $5,242

Sam's Club                                   $4,705

Federal Communications Comm                  $3,635

Radio Advertising Bureau                     $1,990

Texarcana Newspapers, Inc.                   $1,673

Econco                                       $1,560

Red River Appraisal District                 $1,427

Weaver Electric                              $1,000

Wendy Wilde                                    $800

Robert C. White                                $658

Lavender Business Products                     $541

Ark for 21st Century                           $489

Red River County Tax Office                    $476

Temporary Services Unlimited Inc.              $442

C. Petracom of Show Low's 11 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
BMI Radio                                   $35,966

ASCAP                                       $19,692

Sesac, Inc.                                  $8,781

Advanta Leasing Services                     $4,149

Federal Communications Comm                  $3,895

Arizona Dept. of Revenue                     $1,171

Yesco                                          $450

Chaincast Networks                             $395

Cable One                                      $258

Associated Press                               $244

Infosource Technologies                        $162


PHARMA SERVICES: S&P Rates $125 Million Senior Discount Notes at B
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Pharma Services Intermediate Holding Corp.'s $125 million senior
discount notes due 2014.

At the same time, Standard & Poor's affirmed its outstanding
ratings, including the 'BB-' corporate credit rating, on Quintiles
Transnational Corp., the only asset held by Pharma Services
Intermediate Holding Corp. The outlook is stable.

The proceeds of the senior discount notes issue will be used to
retire a portion of the pay-in-kind preferred stock that
represented the majority of the investment of the equity sponsors
of Quintiles' September 2003 management-led buyout. As Standard &
Poor's viewed the preferred as an ultimately debt-like obligation
of Quintiles, this new issue has no effect on the Quintiles
ratings.

"The mid speculative-grade ratings on Quintiles reflect the large
financial burden that the company has assumed to fund its
management-led leveraged buyout, as well as customers' inconstant
appetite for the company's services," said Standard & Poor's
credit analyst David Lugg. "Somewhat mitigating these factors,
however, is Quintiles' leading position as a service provider to
wealthy pharmaceutical firms."

Standard & Poor's recognizes the preferred stock held by equity
investors as a potentially significant call on financial resources
and includes the preferred as debt. Thus the largely debt-financed
buyout weakened lease-adjusted credit measures dramatically. With
this preferred stock included as debt, total debt to EBITDA is now
6.2x, and funds from operations to total debt is about 14%.
Accordingly, the credit profile is dominated by financial
concerns.

Research Triangle Park, North Carolina-based Quintiles' role as
the leading provider of contract research and sales services to
mainly pharmaceutical customers remains undiminished. A slowdown
in research productivity, however, has led to slackening new
product launches, a sharply reduced demand for contract sales
services, and a slowing in the growth of contract research
services. Contract renewal risk, inherent in Quintiles' business
model, is heightened given the company's strategic relationship
with Aventis S.A. (A+/Positive/A-1), which contributes 11% of
Quintiles'
net service revenues. Still, longer-term prospects are promising.
With an increasing number of drug candidates in the middle stages
of development, it seems likely that demand for Quintiles'
services will improve in the next few years. Moreover, the company
appears to be well positioned to capitalize on changes in the
Japanese marketplace.


PHELPS DODGE: Completes Tender Offers & $150MM Senior Debt Issue
----------------------------------------------------------------
Phelps Dodge Corp. (NYSE: PD) announced the completion of
previously announced tender offers for its 6-5/8 percent notes due
in 2005 and for its 7-3/8 percent notes due in 2007. The tender
offers expired March 8, 2004, at 5 p.m. Eastern Standard Time.
Citigroup Global Markets Inc. acted as the dealer manager for the
tender offers, and Global Bondholder Services Corp. acted as the
information agent for the tender offers.

Phelps Dodge expects to record a pretax charge of approximately
$18 million related to the notes tendered.

On March 4, Phelps Dodge completed the issuance of $150 million in
30-year senior notes pursuant to the company's $750 million
universal shelf registration statement. The notes were issued at a
coupon of 6-1/8 percent and sold at a price of 99.874 for a yield
of 6.134 percent. Citigroup Global Markets Inc. was the sole
underwriter for the notes. The proceeds of the offering are to be
used to redeem the company's 8-3/8 percent debentures due in 2023
on March 31, 2004. Those debentures have a face value of
approximately $148 million and will be redeemed for a total of
approximately $153 million, plus accrued interest. A pretax charge
of approximately $4 million is expected for the redemption of
these bonds.

Phelps Dodge also announced that on April 1, 2004, it will redeem
its 7-1/4 percent Industrial Revenue Bonds and Pollution Control
Revenue Bonds (Amax Nickel Refining Company, Inc.) Series 1979 due
in 2009. These bonds have an aggregate face value of approximately
$6 million and will be purchased at 100 percent of their face
value, plus accrued interest. Phelps Dodge will pay the redemption
price of its 7-1/4 percent Industrial Revenue Bonds and Pollution
Control Revenue Bonds, as well as the total purchase price of the
tender offers, using available cash.

These actions were taken to lower the company's debt, reduce
interest expense and manage the maturity profile of the company's
long-term commitments.

Phelps Dodge Corp. is the world's second-largest producer of
copper, a world leader in the production of molybdenum, the
largest producer of molybdenum-based chemicals and continuous-cast
copper rod, and among the leading producers of magnet wire and
carbon black. The company and its two divisions, Phelps Dodge
Mining Co. and Phelps Dodge Industries, employ more than 13,000
people in 27 countries.

                         *   *   *

As reported in the Troubled Company Reporter's December 15, 2003
edition, Fitch has changed the Rating Outlook on Phelps Dodge to
Positive from Stable and affirmed the company's senior unsecured
rating at 'BBB-', commercial paper at 'F3' and the company's
mandatory convertible preferred at 'BB+'.

In concert with the euphoric climb in copper prices, Phelps Dodge
performance in this past third quarter bested Fitch's expectations
and assuredly will do so again in the current quarter. The company
is banking cash and looking for a means of retiring debt. No doubt
copper prices have dashed ahead of the economic recovery in this
country and owe their heady levels to activity in China and Japan
and a loss in the purchasing power of the U.S. dollar. Prices
could adjust downwards, but likely not returning to pre-June
averages. At around $.80/lb. and higher Phelps Dodge should be
cash positive after cash used for investing and finance, and if
current prices are a prediction of 2004, Phelps Dodge should have
an enjoyable year. One risk point is the sale of stockpiled
inventories and/or the ramp-up of curtailed production. Fitch
notes the discipline the industry has followed throughout this
past recession, foretelling it unlikely that producers will throw
copper at the market in response to higher prices. The measure of
unwanted production coming on the market could significantly
influence credit ratings.


PLANVISTA CORP: NCR Pension Trust Owns 5.67% Equity Stake
---------------------------------------------------------
NCR Pension Trust beneficially owns 964,000 shares of the common
stock of PlanVista Corporation, representing 5.67% of the
outstanding common stock of the Company.  NCR Pension Trust holds
shared voting and dispositive powers over the shares.

PlanVista Corporation (together with its wholly owned
subsidiaries) provides medical cost containment and business
process outsourcing solutions for the medical insurance and
managed care industries. Specifically, it provides integrated
national preferred provider organization (sometimes called PPO)
network access, electronic claims repricing, and network and data

The company's June 30, 2003, balance sheet discloses a total
stockholders' deficit of $127 million.   


REEVES COUNTY: Fitch Places Junk Certificates Rating on Watch Pos.
------------------------------------------------------------------
Fitch Ratings places on Rating Watch Positive its underlying
rating of 'CCC' on approximately $89 million Reeves County, TX
certificates of participation-lease rentals (Reeves County
Detention Center [RCDC] Trust). The certificates are insured by
various financial guarantors.

The Rating Watch reflects the likelihood of positive rating action
based on improving demand for the county's 3,000-bed prison, which
now markets itself to federal and state agencies. 'CCC' ratings
indicate high default risk. An upgrade to the 'B' category (highly
speculative, significant credit risk) or the 'BB' category
(speculative, possibility of credit risk) is possible. Based on
demonstrated demand volatility, the likelihood of the underlying
rating being upgraded by Fitch to 'BBB-' or higher is low.

The review process will take several weeks, as submission of
significant additional information, described below, is expected.
The timeliness and content of disclosure related to these
certificates has been a concern.

A new customer, the State of Arizona, has agreed to pay to
incarcerate offenders at RCDC. Via an annual contract with
termination provisions, Arizona reportedly will fill the RCDC's
recently completed third phase (R3). In addition, a renewed
service agreement with the Federal Bureau of Prisons (BOP) appears
favorable for RCDC.

The unexpected refusal of federal agencies to use R3 for prisoner
housing in 2003 led to the deterioration of Reeves County's
credit, although $1.5 million in county general fund subsidies
resulted in continued timely bond payments with no debt service
reserve fund draws. The prior, close relationship of BOP and the
county previously was a major strength of this credit.

Taken together, the new BOP agreement and the new Arizona
relationship reportedly will result in increased occupancy and
revenues to cover RCDC's operating and debt service costs.
Prisoner housing agreements generally are not long-term in nature,
and these are no exception. Demand volatility may continue. As a
result, Fitch expects that the bond rating may improve due to the
rising strength of RCDC finances in the near term, but the rating
is unlikely to rise to investment-grade.

Before taking additional rating action, Fitch expects to wait for
the receipt of additional information, including executed
management agreements with RCDC's new private manager, The GEO
Group (formerly Wackenhut Corrections Corp.), and new financial
models. Representations of the county and its agents as to their
content contribute to Fitch's opinion that positive rating action
is possible.

Fitch's review, expected to take several weeks, will consider,
among other factors, the following:

-- the strength of the new agreements with BOP and Arizona;

-- the insulation of RCDC's legal and payment structure from the
   corporate credit of its new manager;

-- the health of the relationship between BOP and project
   managers;

-- the county's future expansion plans, if any, for RCDC;

-- the corporate track record of the new manager in operating
   corrections facilities; and

-- the county's credit health, which has always been a rating
   factor, considering substantial depletion of its fund balances
   to subsidize the prison.


ROBERTS DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Roberts Development Associates, LLC
        dba 1st Class Express
        3180 Mathieson Drive, North East, Suite 902
        Atlanta, Georgia 30305

Bankruptcy Case No.: 04-63536

Chapter 11 Petition Date: March 1, 2004

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Herbert C. Broadfoot, II, Esq.
                  Herbert C. Broadfoot II, P.C.
                  2400 International Tower
                  229 Peachtree Street
                  Atlanta, GA 30303
                  Tel: 404-588-0500
                  Fax: 404-588-1125

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Selig Parking, Inc. dba AAA   Parking Facility          $297,382
376 Spring Street             Management Agmt.-
Atlanta, GA 30308             Operating Expense


BAA-Indianapolis              Rent per Land Lease        $37,115
                              Agreement

Indianapolis Airport          Amounts due under          $10,679
Authority                     Land Lease Agreement

American Trans Air            Advertising Contract        $7,880

Receivable Mgmt. Corp.        Printing for                $5,030
(Hammer Graphics)             advertisements

Holt, Ney, Zatcoff &          Legal Fees                  $3,682
Wasserman, LLP


ROYAL OLYMPIC: Olympia Explorer & Olympia Voyager to Be Auctioned
-----------------------------------------------------------------
Royal Olympic Cruises (Nasdaq: ROCLF) announced that the vessels
OLYMPIA EXPLORER and OLYMPIA VOYAGER will be sold at judicial
auction, on March 24 and March 26 respectively, under process
initiated by creditor banks and pursuant to a settlement agreement
between ROCL, the owners, and the banks. The owning companies of
the ships (subsidiaries of ROCL) had filed for Chapter 11
reorganization in the U.S. Bankruptcy Court in Honolulu, Hawaii,
following which the ships were placed under judicial arrest
pursuant to the settlement agreement.

The judicial auction of the OLYMPIA EXPLORER is scheduled to take
place on March 24 in Long Beach California, and the auction of
OLYMPIA VOYAGER will be held on March 26 in Miami, Florida. ROCL
does not expect to receive any proceeds from the sales after
payment to the creditors.


SEMCO ENERGY: Names George Schreiber, Jr. as President and CEO
--------------------------------------------------------------
SEMCO ENERGY, Inc. (NYSE: SEN) announced the appointment of George
A. Schreiber, Jr. as President and Chief Executive Officer. Mr.
Schreiber will also serve as a member of SEMCO ENERGY's Board of
Directors.

Mr. Schreiber (55) is a prominent banking and energy company
executive who most recently served as Chairman of Credit Suisse
First Boston's Global Energy Group. In this capacity, he headed
CSFB's energy, power and utility businesses. He previously was
President of Pinnacle West Capital Corporation, a $7 billion
diversified holding company whose principal businesses are Arizona
Public Service Company and Suncor Development Corp, its real
estate development company. Mr. Schreiber's experience has covered
the gamut of financial matters in the utility industry with
extensive experience in corporate finance, M&A and restructuring
activities. Additionally, Mr. Schreiber has testified before the
U.S. Congress on various energy policy matters, and has been
involved in various rate, tax, finance and operational regulatory
issues before ten different state commissions. Mr. Schreiber
received his Bachelor of Science degree in 1970 and his MBA in
1971, both from Arizona State University.

Mr. Schreiber's appointment is effective immediately.

Mr. John Hinton, a SEMCO ENERGY director since 2002 has been
elected SEMCO's non-executive Chairman.

Mr. Hinton said: "George Schreiber is a highly successful
executive whose long professional involvement with the energy
industry will be enormously helpful as we seek to return SEMCO to
sound financial health and to build value for shareholders,
customers and employees. On behalf of the entire Board of
Directors, I want to personally welcome George to the SEMCO ENERGY
Board and to its senior management. Mr. Schreiber has discussed
with the Board SEMCO ENERGY'S recent history and current
opportunities and challenges. He is focusing on strategies for
increasing stakeholder value now and over the long term.

"I also thank Gene Dubay for his dedicated service as interim
President and CEO." Mr. Dubay, who has been serving as interim
president and chief executive, has resumed his previous duties as
a Vice President of the Company and as Senior Vice President and
Chief Operating Officer of SEMCO ENERGY GAS COMPANY.

SEMCO ENERGY, Inc. (S&P, BB- Corporate Credit Rating, Negative) is
a diversified energy and infrastructure company that distributes
natural gas to approximately 391,000 customers in Michigan and
Alaska. It owns and operates businesses involved in natural gas
pipeline construction services, propane distribution and
intrastate pipelines and natural gas storage in several regions in
the United States. In addition, SEMCO provides information
technology, specializing in serving mid-sized companies in various
sectors.


SLMSOFT INC: Infocorp Completes Conversion of Debt to Equity
------------------------------------------------------------
Infocorp Computer Solutions Ltd. (TSX: INP), a leader in the
design and delivery of point-of-service cashiering and multi-
channel revenue management solutions for e-Government and
integrated retail management solutions for retailers, has
completed the conversion of the SLMsoft Inc. debt, including all
principal and accrued interest as of conversion date, February 6,
2004, of $1,762,343, into 1,286,382 common shares.

In aggregate, since May 2003, the Company has reduced its
outstanding debt by $3.8 million by entering into debt settlement
and debt-for-equity exchange transactions. As a result, the
Company has reduced its annual interest expense by approximately
$400,000. The Company may enter into similar transactions from
time to time depending on market conditions and available terms,
subject to regulatory approval.

With the issuance of these shares to SLM, the Company today has
16,071,597 common shares issued and outstanding. Infocorp  
continues to operate as an independent company, of which SLM
remains a major shareholder.

                        *   *   *

Pursuant to an order of the Honorable Justice Ground of the
Ontario Superior Court of Justice made on October 31, 2003,
Richter & Partners Inc., has been appointed Interim Receiver and
Receiver and Manager over the assets, property and undertaking of
SLMSoft Inc., and certain of its subsidiaries, SLM Networks
Corporation, SLM Technologies Inc., GSA Consulting Group Inc. and
FMR Systems Inc.

SLM filed for protection under the Companies' Creditor Arrangement
Act on May 27, 2003. As a result of SLM's inability to meet
ongoing obligations and its continuing losses after the CCAA
filing, the CCAA proceedings were terminated and Richters was
appointed.


SMTC CORP: December Balance Sheet Upside Down by $21.3 Million
--------------------------------------------------------------
SMTC Corporation(1) (Nasdaq: SMTX, TSE: SMX), a global electronics
manufacturing services provider, reported fourth quarter revenue
of $76.9 million, compared to $109.1 million for the same quarter
last year and $77.0 million in the third quarter of 2003. Net loss
on a Generally Accepted Accounting Principles (GAAP) basis was
$2.6 million, or $0.09 per share, compared to a net loss of $24.5
million, or $0.85 per share, for the same quarter last year and
net income of $2.6 million or $0.09 per share in the third quarter
of 2003.

Gross profit on a GAAP basis for the fourth quarter of 2003 was
$5.8 million, or 7.5% of revenue, compared to $8.4 million, or
7.7% of revenue, for the same period in the prior year and $8.1
million, or 10.6% of revenue, for the third quarter of 2003.

The Company calculates adjusted net earnings (loss)(2) as net  
earnings (loss)(2) before discontinued operations, the effects of
changes in accounting policies, restructuring and other one-time
charges and the related income tax effect. Adjusted net loss(2)
for the fourth quarter of 2003 of $1.6 million, or $0.06 per
share, compares to adjusted net income(2) of $1.0 million, or
$0.04 per share, for the same period last year and adjusted net
income of $1.3 million, or $0.05 per share, for the third quarter
of 2003.

"Results for this fourth quarter, although unsatisfactory, met our
expectations" stated John Caldwell, President and Chief Executive
Officer. "Our financial performance reflects the stabilization of
our key markets and the alignment of our cost structure with our
revenue base but were adversely affected by vendor credit
constraints arising from our burdensome debt position. This
constraint resulted in additional freight and material costs
and labor inefficiencies that lowered our margins in the quarter."

Total debt at December 31, 2003 of $70.1 million, consisting of
$63.2 million of revolver and $6.9 million of term debt, compared
to total debt of $82.6 million exiting the fourth quarter of 2002
and $74.9 million exiting the third quarter of 2003. The Company
generated approximately $4.5 million of cash from operations
during the fourth quarter of 2003 compared to the use of cash from
operations of $10.5 million for the third quarter of 2003.

On March 4, 2004 the Company announced that it closed its
previously announced private placement of 33,350,000 Special
Warrants to qualified investors at a price of CDN $1.20 per
Special Warrant, representing an aggregate amount of issue of CDN
$40.0 million (approximately US $30.0 million at current exchange
rates.) The sale of the Special Warrant is part of the previously
announced refinancing of the Company which also includes a new
three year $40.0 million credit facility, subject to certain
borrowing base conditions and a transaction with the Company's
current lenders to repay $40.0 million of debt at par, exchange
$10.0 million debt for $10.0 million of the Company's equity on
the same terms of the private placement and convert up to $27.5
million of debt into subordinated debt. The effect of this
refinancing will be to lower the Company's overall indebtedness by
approximately $37.0 million, extend the term of the majority of
the remaining indebtedness and will provide the necessary
liquidity to support our growth plan for the foreseeable future.
The net proceeds from the private placement are being held in
escrow pending receipt of all necessary shareholder, regulatory
and stock exchange approvals for the refinancing and definitive
agreements and other customary conditions.

"The fourth quarter presented SMTC with many challenges that
stemmed from our liquidity position and capital structure" said
Marwan Kubursi, SMTC's Chief Financial Officer. "We are pleased
with how the Company met the challenges but recognize that it is a
very inefficient way to conduct our business. With our recently
announced refinancing, we plan to return to more normalized terms
with our suppliers and position our company for growth with our
customers."

For the fiscal year ended December 31, 2003, revenue was $306.1
million compared to $525.2 million for the same period last year.
Net loss on a GAAP basis was $39.8 million, or $1.39 per share,
compared to a net loss on a GAAP basis of $108.0 million, or $3.76
per share for the prior year.

The net loss on a GAAP basis for fiscal year 2003 includes a loss
from discontinued operations of $2.4 million, or $0.09 per share,
related to the disposition of the manufacturing operations of the
Appleton facility of $4.0 million or $0.14 per share, offset by a
net gain of $1.6 million, or $0.05 per share, from the proceeds of
the liquidation of the Company's former Cork, Ireland subsidiary.  
The net loss on a GAAP basis for fiscal year 2002 includes a loss
from discontinued operations of $8.5 million or $0.30 per
share related to earnings from the discontinued manufacturing
operations of the Appleton facility of $1.7 million or $0.06 per
share, offset by a loss of $10.2 million, or $0.36 per share, from
the closure of the Company's former Cork, Ireland subsidiary.

"SMTC has been through a difficult period in its history  driven
by weak end market demand, overcapacity and burdened by too much
debt" stated John Caldwell. "We are very pleased to have announced
the refinancing transaction for SMTC. This marks an important
milestone for our Company. With an improved capital structure,
increased availability to fund working capital, we are now in a
position to fully support the growth of our customers as well as
attracting new customers. With typical new program lead times, we
would not expect additional revenue until the latter part of
2004."

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

At December 31, 2003, the company reports a working capital
deficit of about $55.1 million while total shareholders' equity
tops $21.3 million.


SMTC CORPORATION: Appoints J.E. Caldwell as New Board Chairman
--------------------------------------------------------------
The Board of Directors of SMTC Corporation announced the
appointment of Mr. J. E. Caldwell as Chair of the Board replacing
Mr. William Brock. Mr. Brock will remain on the SMTC Board and
continue as Chair of the Audit Committee. Mr. Caldwell also will
continue as Interim President and Chief Executive Officer until a
permanent replacement is announced.

"I am very pleased with the progress of the Company and its recent
successful refinancing" stated Mr. Brock. "It is timely to appoint
a new Chair of the Board as part of SMTC's plan for renewal and
growth."

"Mr. Brock has made a very important contribution to SMTC as its
Chair of the Board through the operational and financial
restructuring phases. We are delighted Bill will remain as a
valued member of our Board" stated John Caldwell.

SMTC Corporation is a global provider of advanced electronic
manufacturing services to the technology industry. The Company's
electronics manufacturing, technology and design centers are
located in Appleton, Wisconsin, Boston, Massachusetts, San Jose,
California, Toronto, Canada, and Chihuahua, Mexico. SMTC offers
technology companies and electronics OEMs a full range of value-
added services including product design, procurement, prototyping,
printed circuit assembly, advanced cable and harness interconnect,
high precision enclosures, system integration and test,
comprehensive supply chain management, packaging, global
distribution and after-sales support. SMTC supports the needs of a
growing, diversified OEM customer base primarily within the
industrial networking, communications and computing markets.

SMTC is a public company incorporated in Delaware with its shares
traded on the Nasdaq National Market System under the symbol SMTX
and on The Toronto Stock Exchange under the symbol SMX. Visit
SMTC's web site, http://www.smtc.com/, for more information about  
the Company.

At December 31, 2003, the company reports a working capital
deficit of about $55.1 million while total shareholders' equity
tops $21.3 million.


SPEIZMAN: Lonati & SouthTrust Agree to Forbear Until May 7, 2004
----------------------------------------------------------------
Speizman Industries, Inc. (OTC Bulletin Board: SPZN) announced
that Lonati, SpA, and its affiliated companies, Santoni SpA,
Tecnopea Srl and SRA Srl, have each terminated their respective
agreements with the Company due to breaches of these agreements by
the Company. In addition, Lonati terminated its agreement to
forbear with respect to the collection of $4.3 million owed to it
by the Company and accelerated payment in full of this debt.

The Company also announced that, subsequent to these events, it
entered into a Distributorship and Forbearance Agreement with
Lonati pursuant to which Lonati agreed to allow the Company to
continue to serve as the exclusive distributor of Lonati sock-
knitting machines in the United States and Canada, and agreed to
forbear from enforcing any remedies with respect to the payment of
the $4.3 million owed by the Company to Lonati, until May 7, 2004,
subject to certain terms and conditions set forth therein.

In consideration of this agreement by Lonati, the Company paid
Lonati $197,101 on March 8, 2004 and agreed to pay $196,221 on
April 1, 2004 against the Company's debt to Lonati. An event of
default under this new agreement with Lonati is the Company's
failure to enter into a new forbearance agreement with its lender,
for a period at least through May 7, 2004.

The Company also announced that it is negotiating new agreements
with Tecnopea Srl, Santoni SpA and SRA Srl, extending the
Company's exclusive right to distribute textile machines
manufactured by these companies through May 7, 2004.

Algon Capital, LLC has been retained by the special committee of
the Company's board of directors (comprised of two independent
directors) to advise it in evaluating the Company's strategic and
financial alternatives. Algon Capital is a specialized investment
banking firm that provides sophisticated financial advisory
services to debtors and creditors in complex and challenging
situations.

The Company also announced that SouthTrust Bank has agreed to
extend the Company's existing credit facility until May 7, 2004 to
allow the Company time to consider Algon's recommendations and
review them with the Bank. In conjunction with the extension, the
Bank has indicated that the revised credit facility will be a
$9,000,000 revolving line of credit (with availability subject to
certain borrowing base calculations). The Bank has indicated that
it will no longer issue new letters of credit on the Company's
behalf.

Speizman Industries is a leader in the sale and distribution of
specialized industrial machinery, parts and equipment. The Company
acts as exclusive distributor in the United States, Canada, and
Mexico for leading Italian manufacturers of textile equipment and
is a leading distributor in the United States of industrial
laundry equipment representing several United States
manufacturers. For additional information on Speizman Industries,
visit the Company's web site at http://www.speizman.com/  


SPHERION CORP: Looks for New CEO as Cinda A. Hallman Retires
------------------------------------------------------------
Spherion Corporation (NYSE:SFN) announced that Cinda A. Hallman,
its chief executive officer who has been on a medical leave of
absence since July 2003, will not resume the office of chief
executive officer and will retire effective April 10, 2004.
Hallman will also resign her position as a member of the board of
directors at that time.

Steven S. Elbaum, Spherion chairman, stated: "The Company is
appreciative of Cinda's leadership since she assumed the position
of chief executive officer in April 2001 and the work that has
been accomplished to reposition the Company and improve its
competitiveness during a challenging economic period. Cinda will
continue to provide support and advice as the Company proceeds to
fill the CEO position and completes the enterprise-wide
information system implementation that was initiated under her
leadership.

"The board expects to name a new CEO in the next several months
through a search process that had been planned as a contingency in
light of Cinda's medical leave. We expect that our strong existing
management team led by Roy Krause, president and chief operating
officer, Byrne Mulrooney, president of the staffing services
segment, Eric Archer, president of the professional services
segment and Mark Smith, chief financial officer, will continue to
effectively manage the business. The board has retained Korn/Ferry
International to conduct the search.

"As has been the practice at Spherion, particularly since the
inception of Cinda's medical leave, the board will continue to
provide oversight, support and governance."

Hallman said: "I am proud of the Company's accomplishments during
my tenure as CEO, including repositioning the Company for
profitable growth and strengthening the management team. I am
pleased to offer my counsel to the board and the current
management team as the Company makes the transition to a new CEO.
Business is a significant part of my life and I look forward to
pursuing new opportunities in this arena."

In an unrelated matter, the Company determined in first quarter
2004 to exit substantially all of its international staffing
operations and a court reporting business in the United States.
These businesses are non-core and do not meet the Company's growth
and return requirements. During 2003, these operations had
aggregate revenues of $302 million and a pre-tax loss of
approximately $8 million.

Spherion President Roy Krause said, "We will redeploy capital and
shift senior management's focus away from these discontinued
businesses in order to profitably grow our business and be a
premier provider of staffing and recruitment-based services in
North America."

The Company will incur a pre-tax charge in first quarter 2004 of
approximately $6 million, of which approximately $1 million is
non-cash, as a result of the termination of Hallman's employment
contract. The termination payments are payable to Hallman over a
two-year period. Further, the Company will incur a pre-tax charge
in first quarter 2004 of between $4 - $6 million for the estimated
loss on disposal of its discontinued operations.

Before giving effect to either of these charges and the
reclassification of certain businesses as discontinued operations,
management anticipates that based on current trends, first quarter
2004 results will be at the high end of the guidance range offered
in the Company's February 2, 2004 press release. The Company does
not currently anticipate any further restructuring or similar
charges this year, other than those previously announced.

                         About Spherion

Spherion Corporation (S&P, B+ Corporate Credit Rating, Negative)
is a leader in the staffing industry in North America, providing
value-added staffing, recruiting and workforce solutions. Spherion
has helped companies improve their bottom line by efficiently
planning, acquiring and optimizing talent since 1946. To learn
more, visit http://www.spherion.com/


SPIEGEL GROUP: Court Clears New Donnelley Service Agreement
-----------------------------------------------------------
Marc B. Hankin, Esq., at Shearman & Sterling LLP, in New York,
relates that each of The Spiegel Group Debtors' Merchant Division
prints catalogs and other sales materials, and markets their
merchandise through two or three distribution channels.  The
Debtors' three subsidiaries that publish Catalogs are Eddie Bauer,
Inc., Spiegel Publishing, Inc. and Newport News, Inc.  These
Catalogs require gravure printing services, which are specialty
printing services. The gravure printing process is primarily used
for printing on lightweight paper because, in general, it provides
the best quality and most consistent color throughout a press run.  
In addition, on long press runs such as over 1,000,000
impressions, it is the most cost-effective process.

            Rejection of the Prior Donnelley Agreement

The Debtors understand that there are only three major gravure
Catalog and magazine printing companies in the United States.  
The Debtors are currently party to agreements with two of these
companies -- R.R. Donnelley & Sons Company and Quebecor World-
USA, Inc. -- for gravure printing services for the Spiegel Group
Members' Catalogs.

The Debtors began to review their gravure printing contracts to
determine whether they could restructure these contractual
relationships so as to generate savings for their estates.  After
an in-depth financial analysis, the Debtors determined that
consolidating all their gravure printing work into a single
contractual relationship with one vendor would result in
substantial savings to their estates.

Since most of their gravure printing work was already
consolidated at Donnelley, the Debtors determined that they
should solicit bids from both of their printers, Donnelley and
Quebecor World, to perform all of Spiegel Publishing's gravure
printing work.  After receiving and reviewing such bids, the
Debtors determined to pursue negotiations with Donnelley to be
the single gravure printing provider not only for
Spiegel Publishing, but for all of the Spiegel Group Members.

Following lengthy negotiations, the Debtors and Donnelley have
agreed to restructure their current contractual relationship to
provide for, among other things, better pricing to the Debtors
with respect to their gravure printing requirements in exchange
for Donnelley becoming their single provider of gravure printing
services and certain settlements between the parties.

Thus, the Debtors have determined to reject the Prior Donnelley
Agreement.

            The Proposed Donnelley Printing Agreement

The lengthy negotiations between the parties have culminated in
the proposed printing and electronic publishing services
agreement among Spiegel, Distribution Fulfillment Services, Inc.,
each of the Spiegel Group Members, and Donnelley.

Under the new Donnelley Printing Agreement, Donnelley will be the
sole provider of the gravure printing services to the Debtors.
The Donnelley Printing Agreement thus obligates each of the
Spiegel Group Members to utilize the services of only Donnelley
to perform gravure printing services for their Catalogs, with
certain limited exceptions.

In addition to the reduced pricing that the Donnelley Printing
Agreement will provide to the Debtors, it will also result in
other benefits to the Debtors and their estates.

Mr. Hankin tells the Court that by entering into one agreement
with Donnelley, the Debtors will be ensuring that all of their
printing work, which has experienced a significant increase in
volume, by up to 250%, will be completed since Donnelley has
agreed that it can complete up to an amount of work that is
greater than the Debtors' requirements for volumes per title.
Furthermore, consolidation of the Debtors' gravure printing work
will also result in mailing efficiencies.  By using a single
printing plant for all of the Spiegel Group Members' Catalogs
rather than using multiple plants, Catalogs of the same size but
from different Spiegel Group Members can be packaged and mailed
together from the same location.  The Debtors believe that this
will result in a reduction in postage for each Spiegel Group
Member.

The key terms and conditions contained in the proposed Donnelley
Printing Agreement are:

   (A) Term

       The term is five years, beginning with the production of
       the 2003 Catalog cycle and ending at the completion and
       delivery of the last Catalog produced in the 2007 Catalog
       cycle for each of the Spiegel Group Members.

   (B) Financial

       The initial price schedule reduces current prices by 8% to
       9%.  The reduced pricing is retroactive to May 3, 2003.
       Thus, the Debtors will receive a $1,500,000 refund for
       the period from May 3, 2003 through January 30, 2004.

   (C) Prepetition Debt, Payment Allocation & Releases

       (1) Prepetition Amounts Owed

           Pursuant to the Donnelley Printing Agreement, the
           Debtors acknowledge and agree that Donnelley has
           prepetition claims totaling $6,807,679 against the
           Debtors and that the aggregate amount is comprised of
           these claims:

             (i) $2,767,782 against Eddie Bauer;
            (ii) $2,520,705 against Newport News;
           (iii) $1,519,192 against Spiegel Publishing; and
            (iv) a contingent guarantee claim totaling
                 $6,807,679 against Spiegel.

           To ensure that the accounting records of Donnelley and
           the Spiegel Group Members were in agreement, a very
           detailed reconciliation process was performed by the
           Debtors together with Donnelley.

       (2) Payment Allocation

           The payment allocation schedules set forth the
           allocation of $5,301,722 in payments made by Spiegel
           to Donnelley.  The parties agree that each of the
           payments were intended to be applied against the
           invoice.  These payments are the subject of the
           proposed settlement between the parties pursuant to
           Rule 9019(a) of the Federal Rules of Bankruptcy
           Procedure.

       (3) Releases

           Pursuant to the Donnelley Printing Agreement, the
           Spiegel Group and each of Spiegel, Newport News,
           Spiegel Publishing, Eddie Bauer and DFS agree to
           release Donnelley from and against any and all claims
           that the Debtors may have except for any claims
           arising from the Donnelley Printing Agreement.

           Likewise, Donnelley releases the Debtors from and
           against any and all claims that it may have against
           them, except for the Donnelley Claims.

   (D) Liquidated Damages

       There are three sections in the Donnelley Printing
       Agreement that could result in the Debtors owing
       liquidated damages if adequate notice is not provided to
       Donnelley or if certain levels of or the continuation of
       print services are not performed by Donnelley.  The
       Debtors believe that given the totality of beneficial
       terms of the Donnelley Printing Agreement, including the
       significant cost savings, and given that the liquidated
       damages vary according to the length of the notice
       provided, they are reasonable and do not constitute taxes
       or unfair penalties on the Debtors' estates.

         (i) Substantial Decreases in Manufacturing Billings

             Under the Donnelley Printing Agreement, beginning in
             January 1, 2004, if a Spiegel Group Member's actual
             manufacturing billings decreases by more than a
             certain specified amount when compared to the annual
             forecast provided on January 1 for the upcoming
             year, then a one-time additional charge is applied
             against the actual billings incurred during the
             applicable forecasted period for which the decrease
             relates.  This provision does not apply to any
             instance in which a Spiegel Group Member is liable
             to Donnelley for liquidated damages due to non-
             assignment during bankruptcy or discontinuation of
             publication.

        (ii) Non-Assignment During Bankruptcy

             If a Spiegel Group Member provides Donnelley with
             less than the requisite notice that the Donnelley
             Printing Agreement will not be assigned to, and
             assumed by, an acquirer of any publishing Spiegel
             Group Member, then such Spiegel Group Member would
             incur liquidated damages based on the length of the
             notice period.

       (iii) Discontinuance of Publication

             If any Spiegel Group Member gives less than the
             requisite notice set forth in the Donnelley Printing
             Agreement for it discontinuing all Catalog
             publishing, that Spiegel Group Member would incur
             liquidated damages based on the length of the notice
             period.

   (E) Volume Discount

       Each Spiegel Group Member is entitled to a volume
       discount on total print manufacturing.  If the Spiegel
       Group Members meet certain conditions, then the volume
       discount will increase.

   (F) Liability of Spiegel

       In the event that a Spiegel Group Member does not pay its
       undisputed invoices, then Donnelley may invoice Spiegel
       for the value of the undisputed invoice.  If a Spiegel
       Group Member is sold, Spiegel remains liable for any
       invoices, as well as any work in process or work completed
       prior to the sale date, or any liquidated damages or other
       expenses in connection with workforce reductions, in
       certain limited circumstances.  Once a Spiegel Group
       Member is sold and any unpaid invoices and liquidated
       damages are satisfied, Spiegel will be released from these
       contingent liabilities and the Donnelley Printing
       Agreement will continue on the same terms and conditions
       for the remaining Spiegel Group Members.

The Donnelley Printing Agreement contains certain terms and
exhibits that set forth confidential information regarding
commercial pricing information of Donnelley's services for the
Spiegel Group Members and information regarding the number,
titles, and quantities of, and method of producing, the Spiegel
Group Members' Catalogs.  This information is crucially
confidential and consists of vital trade secrets to the Debtors.  
The Debtors believe that their business would suffer irreparable
harm if these crucial marketing and operational methodologies
became available to their competitors.

Accordingly, the Debtors sought and obtained the Court's
authority to file the Donnelley Printing Agreement under seal
with the Clerk of the Court.  

                  The Settlement With Donnelley

The Donnelley Printing Agreement also provides for the approval
of the allocation of certain prepetition and postpetition
payments made in the aggregate amount of $5,301,722.  This amount
is comprised of prepetition invoices for $2,939,912 and
postpetition invoices for $2,361,809.  Prepetition payments of
$3,001,722 and postpetition payments of $2,300,000 were made by
the Debtors, aggregating $5,301,722.  Donnelly has been holding
the $5,301,722 and subject to the approval of the Donnelley
Printing Agreement will apply the entire amount against the
Prepetition Invoices and the Postpetition Invoices, and the
Indefeasible Payments in addition to any amounts received by
Donnelley up to and including the Effective Date of the Donnelley
Printing Agreement, will be deemed fully, finally, irrevocably
and indefeasibly paid.

Thus, at Debtors' request, the Court authorizes them to:

   * reject the Prior Donnelley Agreement;

   * execute and perform under the new Donnelley Printing
     Agreement for exclusive printing and electronic publishing
     services; and

   * enter into settlements with Donnelley.

Mr. Hankin is confident that given the Debtors' critical need to
print their Catalogs in a quality, efficient and cost-effective
manner, the Donnelley Printing Agreement will accomplish a sound
business purpose and substantially aid in the Debtors'
reorganization.

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)   


SOUTHWEST RECREATIONAL: Gets Nod to Tap Trumbull as Claims Agent
----------------------------------------------------------------
Southwest Recreational Industries, Inc., and its debtor-affiliates
sought and obtained approval from the Northern District of
Georgia, Rome Division, to appoint The Trumbull Group, LLC, as
their claims, noticing and balloting agent in these Chapter 11
case.

The numerous potential creditors and other parties in interest
involved in the Debtors' Chapter 11 cases, which may well impose
heavy administrative and other burdens on the Court and the Office
of the Clerk of the Court.  To relieve the Clerk's Office of these
burdens, the Debtors engage Trumbull as their Claims, Noticing and
Balloting Agent.

The Debtors anticipate that Trumbull will:

   a) prepare and serve required notices in these Chapter 11
      cases, including:

        i) a notice of the commencement of these Chapter 11
           cases and the initial meeting of creditors under
           Section 341(a) of the Bankruptcy Code;

       ii) a notice of the claims bar date;

      iii) notices of objections to claims;

       iv) notices of any hearings on a disclosure statement and
           confirmation of a plan or plans of reorganization;
           and

        v) such other miscellaneous notices as the Debtor or
           Court may deem necessary or appropriate for an
           orderly administration of these Chapter 11 cases.

   b) within five business days after the service of a
      particular notice, file with the Clerk's Office a
      certificate or affidavit of service that includes;

        i) a copy of the notice served,

       ii) an alphabetical list of persons on whom the notice
           was served, along with their address, and

      iii) the date and manner of service;

   c) maintain copies of all proofs of claim and proofs of
      interest filed in these cases;

   d) maintain official claims registers in these cases by
      docketing all proofs of claim and proofs of interest in a
      claims database that includes the following information
      for each such claim or interest asserted:

        i) the name and address of the claimant or interest
           holder and any agent thereof, if the proof of claim
           or proof of interest was filed by an agent;

       ii) the date the proof of claim or proof of interest was
           received by Trumbull and/or the Court;

      iii) the claim number assigned to the proof of claim or
           proof of interest; and

       iv) the asserted amount and classification of the claim;

   e) implement necessary security measures to ensure the
      completeness and integrity of the claims registers;

   f) transmit to the Clerk's Office a copy of the claims
      registers on a weekly basis, unless requested by the
      Clerk's Office on a more or less frequent basis;

   g) maintain an up-to-date mailing list for all entities that
      have filed proofs of claim or proofs of interest and make
      such list available upon request to the Clerk's Office or
      any party in interest;

   h) provide access to the public for examination of the proofs
      of claim or proofs of interest filed in these cases
      without charge during regular business hours;

   i) record all transfers of claims pursuant to Fed. R. Bankr.
      P. 3001(e) and provide notice of such transfers as
      required by Rule 3001(e), if directed to do so by the
      Court;

   j) comply with applicable federal, state, municipal and local
      statues, ordinances, rules, regulations, orders and other
      requirements;

   k) provide temporary employees to process claims, as
      necessary;

   l) promptly comply with such further conditions and
      requirements as the Clerk's Office or the Court may at any
      time prescribe; and

   m) provide such other claims processing, noticing, balloting,
      and relating administrative services as may be requested
      from time to time by the Debtors.

Lorenzo Mendizabal, President of Trumbull discloses that his
firm's rates are:

      Claims Management                $65 per hour
      Administrative Support           $50 per hour
      Assistant Case Manager/
         Data Specialist               $65 - $80 per hour
      Case Manager                     $110 - $125 per hour
      Automation Consultant            $140 - $160 per hour
      Sr. Automation Consultant        $165 - $185 per hour
      Consultant                       $175 - $225 per hour
      Sr. Consultant                   $230 - $300 per hour

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,  
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir
Meyerowitz, Esq., Mark I. Duedall, Esq., and Matthew W. Levin,
Esq., at Alston & Bird, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, they listed $101,919,000 in total assets and
$88,052,000 in total debts.


SUN HEALTHCARE: Auditors Remove Going Concern Qualification
-----------------------------------------------------------
On Friday, March 5, 2004, Sun Healthcare Group, Inc. (NASDAQ:
SUNH) filed its annual report to the Securities and Exchange
Commission on Form 10-K. The operating results Sun reported
included net income for the year ended Dec. 31, 2003 of $0.4
million. The report also included audited financial statements
that no longer contain a going concern qualification from its
independent auditors. On March 10, 2004, Sun's common stock
commenced trading on the NASDAQ National Market under the symbol
"SUNH."

"We are pleased with our progress as a company in 2003," said
Richard K. Matros, Sun's chairman and chief executive officer.
"Improving the Company's financial condition and liquidity to
allow our auditors to remove the 2002 going concern qualification
represents an important step forward for the Company, its
stockholders and other constituents." Matros continued, "Despite
the improvement in the Company's finances and operations in 2003,
we will not rest on those achievements. We will be focused on
creating better operations company-wide while seeking
opportunities for growth and enhanced profitability."

For the year ended Dec. 31, 2003, Sun reported total net revenues
of $834 million and a net income of $0.4 million, including net
income on discontinued operations of $35.4 million resulting
primarily from the sale of its pharmaceutical services operations
in July 2003, compared with total net revenues of $980.9 million
and a net loss of $451.0 million for the year ended Dec. 31, 2002,
which included an impairment charge of $407.8 million and excluded
the gain on extinguishment of debt of $1.5 billion recorded as a
result of Sun's emergence from bankruptcy protection on Feb. 28,
2002. For the quarter ended Dec. 31, 2003, Sun reported total net
revenues of $212.5 million and a net loss of $13.9 million, which
included an impairment charge of $2.8 million and restructuring
costs of $4.7 million, compared with total net revenues of $197.5
million and a net loss of $415.4 million for the three-month
period ended Dec. 31, 2002, which included an impairment charge of
$407.8 million, part of which is reclassified into Discontinued
Operations.

Net revenues from the long-term care and inpatient services
operations, which comprised 68.7 percent of Sun's total revenue
from continuing operations for the year ended Dec. 31, 2003,
decreased $132.7 million, from $705.7 million for the year ended
Dec. 31, 2002, to $573.0 million for the same period in 2003, due
primarily to reclassification of discontinued operations. The net
segment income, excluding any allocation of corporate overhead,
before loss on asset impairment, restructuring costs, gain on sale
of assets, income taxes and discontinued operations from the long-
term care and inpatient services operations increased $18.8
million from a loss of $2.0 million for the year ended Dec. 31,
2002, to income of $16.8 million for the same period in 2003,
primarily due to the restructuring efforts' impact on operating
overhead and rent expense combined with the effect of the
accounting treatment of operations for the two months of 2002
prior to emergence from bankruptcy.

For the year ended Dec. 31, 2003, Sun's net revenues from its
continuing ancillary business operations, comprised primarily of
SunDance Rehabilitation Corporation, CareerStaff Unlimited and
SunPlus Home Health Services, Inc., net of intersegment
eliminations, decreased $14.0 million, from $275.0 million for the
year ended Dec. 31, 2002, to $261.0 million for the same period in
2003. Adjusted for $32.8 million of revenues related to the
pharmaceutical services operations for the two months ended Feb.
28, 2002, net revenues for 2003 for the ancillary business
operations actually increased over the same period 2002 by $18.8
million. The net segment income, excluding any allocation of
corporate overhead, before loss on asset impairment, restructuring
costs, gain on sale of assets, income taxes and discontinued
operations for those operations, decreased $18.2 million over the
same period, from net income of $38.4 million to net income of
$20.2 million. The decrease was the result of multiple factors,
including a $10.0 million decrease in rehabilitation services
income related to (i) loss of affiliated business from the
divestitures within our inpatient services operations and (ii)
Medicare Part B therapy caps, $2.7 million related to the
divestiture of the pharmaceutical services operations and $3.3
million due to start up losses associated with our medical
staffing services.

In early 2003, Sun commenced a restructuring of its operations to
divest its under-performing long-term care facilities, divest
certain non-core business operations, and reduce its overhead
expenses. During 2003, Sun reduced the number of its long-term
care facilities from 237 facilities with 26,845 licensed beds on
Dec. 31, 2002, to 110 facilities with 11,210 licensed beds on Dec.
31, 2003. The Company also sold its SunScript Pharmacy Corporation
pharmaceutical operations and its Shared Healthcare Systems, Inc.
software development operations during 2003. In Feb. 2004, Sun
completed a private placement of $56.2 million of its securities
to accredited and institutional investors, raising net proceeds of
approximately $52.3 million. Although Sun intends to divest seven
more facilities during 2004, Sun believes that its 2003
restructuring is substantially complete.

The Company emerged from bankruptcy on Feb. 28, 2002, and adopted
the provisions of fresh-start accounting effective March 1, 2002.
Under these provisions, the terms of the Company's reorganization
plan were implemented, assets and liabilities were adjusted to
their estimated fair values, and a new entity was deemed created
for financial reporting purposes. As a consequence, the financial
results for the quarter and year ended Dec. 31, 2002, are
generally not comparable to the financial results for the same
periods in the prior year.

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

Sun Healthcare Group Inc.'s December 31, 2003 balance sheet shows
a stockholders' deficit of $166,398,000 compared to $186,938,000
the prior year.


TECH DATA: Fourth-Quarter 2004 Results Swing to Positive Zone
-------------------------------------------------------------
Tech Data Corporation (Nasdaq: TECD), a leading provider of IT
products and logistics management services, announced results for
the fourth quarter and fiscal year ended January 31, 2004.

Net sales for the fourth quarter of fiscal 2004 were $4.9 billion,
an increase of 22.6 percent from $4 billion in the fourth quarter
of the prior year and an 11.9 percent increase from the third
quarter of the current fiscal year. On a regional basis, net sales
in Europe increased 40.8 percent (18.5 percent on a local currency
basis) and in the Americas increased 2.1 percent over the
comparable prior-year period. On a sequential basis, net sales in
Europe increased 28.2 percent (19.7 percent on a local currency
basis) and in the Americas decreased 6.6 percent compared to the
third quarter of the current fiscal year. Both the third and
fourth-quarter results in the current fiscal year include a full
quarter of operations from the company's Azlan Group Limited
acquired on March 31, 2003.

Net income for the fourth quarter of fiscal 2004 totaled $38.9
million, or $.67 per diluted share, compared with a net loss of
$303 million, or $5.37 per diluted share for the fourth quarter of
fiscal 2003. Net income on a non- GAAP basis for the prior-year
comparable quarter was $33.1 million or $.58 per diluted share.
Non-GAAP net income for the prior-year quarter excludes a non-
cash goodwill impairment charge of $328.9 million and net loss of
$7.3 million related to the disposition of subsidiaries.

"The Tech Data team again delivered strong results, with sales and
earnings significantly exceeding our plan for the fourth quarter,"
commented Steven A. Raymund, Tech Data's chairman and chief
executive officer. "We continued to manage our costs appropriately
and exercise disciplined pricing practices to achieve our profit
objectives. We remain encouraged by the improving market demand
conditions that characterize our industry today. The IT
infrastructure investments that we are making are building a
platform to maximize our long-term growth potential."

               Financial Highlights

* Fourth-quarter net sales were $4.9 billion, exceeding the
  company's forecast for the quarter and increasing both   
  sequentially and on a year-over- year basis.

* Net sales in Europe during the fourth quarter were $3.0 billion
  or 61 percent of worldwide sales, while sales in the Americas
  totaled $1.9 billion or 39 percent of worldwide sales.

* Gross margin for the fourth quarter was 5.94 percent of sales,
  an increase from 5.58 percent in the third quarter of this year
  and an increase from 5.12 percent in the prior-year fourth
  quarter. Sequentially, the increase in gross margin was
  attributable to the adoption of EITF 02-16 combined with
  incremental vendor rebates earned in the fourth quarter and a
  modest improvement in the pricing environment. The year-over-
  year increase in gross margin is the result of the inclusion of
  results from the company's Azlan operations and the impact of
  the company's adoption of EITF 02-16, partially offset by a
  decrease in gross margin due to the competitive pricing
  environment.

* Fourth-quarter SG&A expense was $230.5 million or 4.69 percent
  of sales, an increase from third-quarter SG&A of $203.5 million
  or 4.63 percent of sales. The sequential increase is due to the
  variable costs incurred as a result of the seasonally strong
  European sales volume experienced in the fourth quarter, the
  reclassification of vendor funding pursuant to EITF 02-16, and
  the effect of the strengthening of the Euro. Fourth-quarter SG&A
  includes approximately $6.3 million related to the upgrade of
  the company's European systems.

* Results for the fourth quarter ended January 31, 2004 include a
  reclassification pursuant to Emerging Issues Task Force Issue  
  No. 02-16 ("EITF 02-16") "Accounting by a Customer (Including a
  Reseller) for Certain Consideration Received from a Vendor."
  EITF 02-16 requires that, under certain circumstances,
  consideration received from vendors be treated as a reduction of
  cost of goods sold and not as a reduction of selling, general
  and administrative ("SG&A") expenses. As a result, $21.7 million
  was reclassified from SG&A with $19.7 million of this amount
  being recorded as a reduction of cost of goods sold and $2.0
  million deferred pending the sale of the related inventory. Year
  to date, $51.6 million has been reclassified from SG&A with
  $45.3 million of this amount recorded as a reduction of cost of
  goods sold and $6.3 million deferred pending the sale of the
  related inventory. The company expects no further material
  adjustments as a result of the phase-in of this pronouncement.

* Worldwide operating income for the fourth quarter was 1.25
  percent of sales, an increase from 0.95 percent of sales when
  compared to third-quarter operating income and an increase from
  a loss of 6.84 percent of sales in the fourth quarter of the
  prior year. Operating income for the prior-year fourth quarter
  on a non-GAAP basis, which excludes a non-cash goodwill
  impairment charge of $328.9 million, was 1.36 percent of sales.
  Geographically, fourth- quarter operating income was 1.70
  percent of sales in the Americas and .96 percent of sales in
  Europe.

* The worldwide effective income tax rate for the fourth quarter
  and 2004 fiscal year was 31.0 percent.

* Cash flow from operations for the quarter and year ended January
  31, 2004 was $130.0 million and $303.2 million, respectively.

* Total debt to total capital at January 31, 2004, was 19 percent
  compared to 27 percent at January 31, 2003.

                    Fiscal Year 2004 Results

Net sales for the fiscal year ended January 31, 2004, were $17.4
billion, increasing 10.6 percent over $15.7 billion in the prior
year. Net sales in Europe represented 55 percent of sales and
increased 29.3 percent (7.6 percent on a local currency basis) to
$9.6 billion from $7.4 billion for the fiscal year ended January
31, 2003. Net sales in the Americas represented 45 percent of
sales and decreased 6.0 percent to $7.8 billion from $8.3 billion
in the prior fiscal year. The results for the fiscal year ended
January 31, 2004 include ten months of results of operations from
the company's Azlan Group Limited acquired on March 31, 2003.

Gross margin for the fiscal year ended January 31, 2004, was 5.64
percent of sales, up from 5.28 percent of sales in the prior
fiscal year. The increase in gross margin is the result of the
impact of the reclassification due to EITF 02-16 and the impact of
the company's Azlan operations, offset by declines in gross margin
due to the competitive pricing environment.

Operating income for the fiscal year ended January 31, 2004, was
$165.6 million or .95 percent of sales compared with a loss of
$109.8 million or (.70) percent of sales in the prior year. Non-
GAAP operating income for the fiscal year ended January 31, 2004,
which excludes the charges associated with closing the company's
U.S. education business, was $168.7 million or .97 percent of
sales compared to non-GAAP operating income in the prior year of
$219.0 million or 1.39 percent of sales. Prior-year operating
income on a non-GAAP basis excludes a non-cash goodwill impairment
charge of $328.9 million.

Net income for the fiscal year ended January 31, 2004, was $104.1
million or $1.81 per diluted share, increasing from a net loss of
$199.8 million or $3.55 per diluted share in the prior year. Net
income on a non-GAAP basis for the fiscal year ended January 31,
2004, which excludes the charges associated with closing the
company's U.S. education business, was $106.1 million, or $1.85
per diluted share compared to non-GAAP net income in the prior
year of $136.3 million or $2.35 per diluted share. Prior-year net
income on a non- GAAP basis excludes a non-cash goodwill
impairment charge of $328.9 million and net loss of $7.3 million
related to the disposition of subsidiaries.

                         About Tech Data

Tech Data Corporation (Nasdaq: TECD) (Fitch, BB+ Senior Unsecured
Debt & BB Conv. Subordinated Debt Ratings, Stable), founded in
1974, is a leading global provider of IT products, logistics
management and other value-added services. Ranked 117th on the
Fortune 500, the company and its subsidiaries serve more than
100,000 technology resellers in the United States, Canada, the
Caribbean, Latin America, Europe and the Middle East. Tech Data's
extensive service offering includes technical support, financing
options and configuration services as well as a full range of
electronic commerce solutions. The company generated sales of
$17.4 billion for its most recent fiscal year, which ended January
31, 2004.


TOYS R US: S&P Lowers Debt Ratings to BB Following Interim Review
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit,
bank loan, and senior unsecured debt ratings on Toys "R" Us Inc.
to 'BB' from 'BB+'. The ratings remain on CreditWatch with
negative implications, where they were placed on Jan. 8, 2004.

The rating action follows Standard & Poor's completion of an
interim review of management's operating strategies and
expectations for the business as it is currently configured. Toys
"R" Us is undertaking a major strategic review to determine the
optimal configuration and uses of resources for its assets and
operations. After the company has announced its findings and its
future plans, Standard & Poor's will reassess the appropriateness
of the 'BB' rating.

The downgrade is based on the significant drop in profitability at
the company's U.S. toy division in 2003 and its inability to
improve cash flow protection measures. In addition, Standard &
Poor's believes that management faces significant challenges in
turning around the performance of its U.S. toy business given the
sizable market share Wal-Mart and Target have amassed and their
strategies of using low prices on toys to generate traffic.

"The ratings on Toys reflect the company's participation in the
intensely competitive retail toy industry and its inability to
find a differentiated niche within the industry," said Standard &
Poor's credit analyst Diane Shand. "These risks are partially
mitigated by the strength of its Babies "R" Us business, its
geographically diverse U.S. and international store base, and its
position as the leading specialty toy retailer in the U.S."

Since the mid-1990s, Toys has faced intense competition from
discount department stores and other retailers of toys and
electronic games. In addition, traditional toys have decreased in
importance, as children are turning to video games, computer
software, sporting goods, and music for entertainment at younger
ages. As a result, Toys' performance has been inconsistent despite
its important position in the toy industry and management's
repositioning efforts.


TRINITY INDUSTRIES: Completes Debt Financing Transactions
---------------------------------------------------------
Trinity Industries, Inc. (NYSE: TRN) has issued $300 million
aggregate principal amount of 6-1/2% senior notes due 2014 in a
private offering. Trinity has applied approximately $163 million
of the net proceeds of the offering to repay all indebtedness
outstanding under its existing credit facility and intends to use
the remaining net proceeds for general corporate purposes,
including, among others, to make capital expenditures in strategic
manufacturing facilities and fund working capital requirements of
its railcar manufacturing operations.
    
In addition to the issuance of the senior notes, Trinity also
extended its existing credit facility to provide for a three-year,
$250 million senior secured revolving credit facility and to
eliminate the existing term loan facility.

The senior notes were offered in a private offering only to
qualified institutional buyers under Rule 144A under the
Securities Act of 1933 and to non-U.S. persons in reliance on
Regulation S under the Securities Act of 1933. The notes have not
been registered under the Securities Act of 1933 or any
state securities laws.  Unless so registered, the notes may not be
offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
of 1933 and applicable state securities laws.  

Trinity Industries, Inc., with headquarters in Dallas, Texas is
one of the nation's leading diversified industrial companies.  
Trinity reports five principal business segments: the Rail Group,
the Railcar Leasing and Management Services Group, the Inland
Barge Group, the Construction Products Group and the Industrial
Products Group.  Trinity's web site is at http://www.trin.net/
    
                          *   *   *

As reported in the Troubled Company Repoorter's March 3, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB+'
senior secured bank loan rating and its '1' recovery rating,
indicating a high expectation of full recovery of principal, to
Dallas, Texas- based Trinity Industries Inc.'s $250 million senior
secured revolving credit facility due 2007. At the same time,
Standard & Poor's assigned its 'BB-' senior unsecured debt rating
to the company's proposed $300 million senior unsecured notes due
2014, which is being issued under SEC Rule 144A with registration
rights. Standard & Poor's also affirmed its 'BB' corporate credit
rating on the company. The outlook remains stable.

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


UAL CORP: Flight Attendants Staging Protests in 3 Airports Today
----------------------------------------------------------------
United Airlines flight attendants and retirees, represented by the
Association of Flight Attendants-CWA, AFL-CIO, will picket and
leaflet at San Francisco, Oakland and San Jose airports today,
March 12, to protest United's plan to break its agreement with
flight attendant retirees and change their health benefits.

    Picketing and leafleting will be held on March 12 at:

    * Oakland Airport -- In front of United ticket counters, from
      4:30 a.m. to 4 p.m. Local contact: Cicina Norton, 510-390-
      3011.

    * San Jose Airport -- Terminal C, from 10 a.m. to 2 p.m. Local
      contact: Ruthie Funk, 408-858-1765.

    * San Francisco Airport -- Domestic Terminal, Entrances 1-8, 9
      a.m. to 1 p.m. Local contact, Stan Kiino, 415-902-5764.

United management signed a letter of agreement in May 2003 to
ensure that flight attendants retiring before July 1, 2003 would
have access to health care benefits that were less costly and more
comprehensive than those that would be in place for those who
retire after that date. Based on that agreement, over 2,500 flight
attendants retired before the July 1 deadline, only to find out
just six months later that United intends to double-cross them and
cut their benefits. These changes will force retirees to pay
hundreds of dollars more per month of their modest pensions just
to continue health insurance.

An examiner has been appointed by the bankruptcy court to
investigate United Airlines' scheme to intentionally mislead
thousands of flight attendants into ending their careers or
retiring early, defrauding them out of their retirement benefits.
He will present his findings in bankruptcy court in Chicago on
March 19.

Retirees will be on hand at all of the airport events to tell
their stories about how United's proposed changes will impact
their lives, and current United employees will join in the fight
to inform the public of United's bait and switch tactics. Some of
these retirees will be attending events for the first time because
cancer treatment prohibited their involvement until now.

More than 46,000 flight attendants, including the 21,000 flight
attendants at United, join together to form AFA, the world's
largest flight attendant union. AFA is part of the 700,000 member
strong Communications Workers of America, AFL-CIO. Visit  

                    http://www.unitedafa.org/


UNION ACCEPTANCE: Says $65MM Confirmed Debt Not Likely to be Paid
-----------------------------------------------------------------
Union Acceptance Corporation (UAC) (Pink Sheets:UACA) released its
balance sheet as of December 31, 2003 and outlined its current
operations.

          Results for the Year Ended December 31, 2003

UAC released its un-audited balance sheet as of December 31, 2003.
This balance sheet reflects the assets of the company as UAC
continues to pay creditors from its Chapter 11 reorganization. UAC
does not anticipate releasing any future income statements in
relation to its current operations because any income reflected on
such an income statement in accordance with Generally Accepted
Accounting Principles (GAAP) will most likely be for the benefit
of creditors and not for the benefit of common shareholders.
Should UAC begin operations that are not exclusively for the
benefit of creditors, then UAC will release an income statement
for such activity.

UAC did record an extraordinary gain of $65.0 million related to
the reduction in the estimated debt payments outlined in the plan
of reorganization. However, results during this period included a
charge of $43.7 million for the revaluation of UAC's retained
interest in its securitized assets. The majority of the
revaluation is related to the impact of the higher than
anticipated credit losses experienced by the portfolio following
the servicing transition to Systems and Services Technologies,
Inc. ("SST"), a subsidiary of JP Morgan Chase, Inc. In order to
value the retained interest, a weighted average net credit loss
assumption of 9.74% was used for the December 31, 2003 valuation,
verses the 8.95% assumption used at December 31, 2002. At December
31, 2003, UAC's total portfolio was $1.0 billion compared to $2.4
billion at December 31, 2002.

During the year ended December 31, 2003, UAC's expenses included
approximately $9.4 million directly related to its bankruptcy
case. These expenses include payments to professional bankruptcy
advisors as well as payments related to UAC's Employee Retention
Program. These expenses were partially offset by proceeds from the
sale of the servicing platform and servicing rights to SST on
April 18, 2003 for $8.0 million.

                     Current Operations

As previously reported, UAC sold its servicing rights to SST and
in connection with this transaction, the majority of the portfolio
servicing activities were transferred to SST. UAC has retained
some functions related to its securitized portfolio including the
collection of dealer reserve for charged off or prepaid
receivables and assisting with certain third party collections
efforts on deficiency balance accounts. Trilogy Capital Management
LLC of San Diego, California is managing third party collection
efforts on deficiency balance accounts. UAC intends to utilize the
portion of collections from these activities not owed to
securitization trusts to help fund its current operations and to
pay its pre-bankruptcy obligations. UAC currently employs seven
full-time employees. UAC also continues to evaluate opportunities
for the Company to regain value for equity holders by developing
new operations to generate income against which it may be able to
utilize its significant accumulated net operating losses.

                   Bankruptcy Plan Update

As previously reported, on August 8, 2003, the U.S. Bankruptcy
Court for the Southern District of Indiana confirmed UAC's Second
Amended Plan of Reorganization. UAC emerged from bankruptcy on the
effective date of the Plan, September 8, 2003. The confirmed Plan
prescribes that available cash resources and cash flows released
over time from the retained interest be used to repay creditors in
their order of priority. Holders of senior and senior subordinated
notes received new limited-recourse restructured notes reflecting
these rights. For convenience, holders of smaller unsecured claims
were entitled to elect a discounted repayment in exchange for
early payout. As a result of the above-mentioned revaluation of
retained interest and the associated impact on future cash flows,
UAC has estimated that approximately $65 million of liabilities
confirmed in the Plan will not likely be paid.

The ultimate realization of the claims by UAC's creditors is
currently based on assumptions that are subject to change. It
should be noted that, although UAC has positive equity, the
majority of which is cash in escrow accounts reserved to fund the
future operations of the Company and to pay claim and litigation
expenses, any future cash flows from remaining pre-petition assets
subject to the Plan will be distributed to creditors according to
the Plan and will not likely be available to equity holders.
During the months of September, October, and November 2003 and
January 2004, UAC distributed a total of $48.7 million under the
provisions of the confirmed bankruptcy plan. Of that total, $46.7
million represented principal and interest payments to senior debt
holders. After these distributions, the remaining principal
balance of claims outstanding is $65 million. Of this $65 million
outstanding, $9 million is owed to holders of senior debt. There
have been no payments of principal or interest to holders of the
subordinated debt. There are no material additional distributions
anticipated at this time.

UAC's future cash flows include potential distributions from the
master trust account established to capture cash flows from, and
support the obligations of, UAC's outstanding securitization
trusts. Such future distributions, if any, are contingent on the
future performance of the portfolio. Additional future sources of
cash from pre-petition assets are proceeds from the principal and
interest payments from customers of UAC owned receivables,
collection of dealer reserves, and the collection of previously
charged off deficiency balance accounts. In accordance with the
Plan, revenues, if any, that may be generated in the future from
new investment capital, borrowings, or newly developed or acquired
operations will not be available to creditors under the Plan, but
will instead be for the benefit of equity holders.

     Asset Backed Securities Servicer Certificate Availability

Historically, the servicer certificates for UAC asset backed
securities were available on the UAC corporate website. However,
during UAC's Chapter 11 reorganization, UAC shut down its web site
as a cost saving measure. Servicer certificates are now available
at the JP Morgan Structured Finance Reporting website at:

               http://www.jpmorgan.com/sfr


UNITED AIRLINES: Has Until April 7, 2004 to File Chapter 11 Plan
----------------------------------------------------------------
Judge Wedoff extends the United Airlines Inc. Debtors' Exclusive
Period to file a plan through April 7, 2004 and the carrier's
Exclusive Period to solicit acceptances of that plan through
June 7, 2004.

Judge Wedoff will convene another hearing on March 19, 2004, to
consider further extensions of the Exclusive Periods.

Headquartered in Chicago, Illinois, UAL Corporation
-- http://www.united.com/-- through United Air Lines, Inc., is  
the holding company for United Airlines -- the world's second
largest air carrier.  the Company filed for chapter 11 protection
on December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James
H.M. Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman,
Esq., and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from their creditors, they listed
$24,190,000,000 in assets and  $22,787,000,000 in debts. (United
Airlines Bankruptcy News, Issue No. 41; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


UNIVERSAL HEALTH: Ranks No. 5 in Zacks' List of Stocks to Sell Now
------------------------------------------------------------------
Zacks.com currently rates Universal Health Services, Inc. stock
with a 'Strong Sell' (Rank #5) recommendation.

Zacks.com from time to time releases details on a group of stocks
that are part of their exclusive list of Stocks to Sell Now. Since
inception in 1988 the S&P 500 has outperformed the Zacks #5 Ranked
Strong Sells by 170.3% annually (12.1% vs. 4.5% respectively).
"While the rest of Wall Street continued to tout stocks during the
market declines of the last few years, we were telling our
customers which stocks to sell in order to save themselves the
misery of unrelenting losses," according to Zacks.com.

To see the full Zacks #5 Ranked list of Stocks to Sell Now then

               visit: http://at.zacks.com/?id=92

Here is a synopsis of why Universal Health stock has a Zacks Rank
of 5 (Strong Sell) and should most likely be sold or avoided for
the next 1 to 3 months. Note that a #5/Strong Sell rating is
applied to 5% of all the stocks the company ranks:

Universal Health Services, Inc. (NYSE:UHS) is one of the nation's
largest hospital companies, operating acute care and behavioral
health hospitals, ambulatory and radiation centers. Early this
month, Universal Health Services stated that its earnings per
diluted share for the quarter ending March 31, 2004, could be as
much as -25% below the year-ago result. The company went on to say
that, on a same facility basis, its acute care hospitals continued
to experience a decline in inpatient admissions in the first two
months of 2004. Also during the period, the company said that
certain acute care facilities have been impacted by a negative
shift in payor mix, a decline in intensity and an increase in
length of stay. Over the past seven trading days, earnings
estimates for the year ending December 2004 moved lower by about
34 cents, or -10%. Universal Health Services is addressing all the
issues mentioned above, which should bode well for the company
moving forward. Universal Health Services should get back on track
in the future, but in the present investors may want to wait on a
position for a rise in its earnings estimates.

                  About the Zacks Rank

For over 15 years the Zacks Rank has proven that "Earnings
estimate revisions are the most powerful force impacting stock
prices." Since inception in 1988 the #1 Ranked stocks have
generated an average annual return of +33.7% compared to the
(a)S&P 500 return of only +12.1%. Plus this exclusive stock list
has generated total gains of +100.3% since January 2000 as the
market suffered its worst downturn in 60 years. Also note that the
Zacks Rank system has just as many Strong Sell recommendations
(Rank #5) as Strong Buy recommendations (Rank #1). And since 1988
the S&P 500 has outperformed the Zacks #5 Ranked Strong Sells by
170.3% annually (12.1% vs. 4.5% respectively). Thus, the Zacks
Rank system can truly be used to effectively manage the trading in
your portfolio.

For continuous coverage of Zacks #1 and #5 Ranked stocks, then get
your free subscription to "Profit from the Pros" e-mail newsletter
where we highlight stocks to buy and sell using our time tested
stock evaluation model. http://at.zacks.com/?id=94

The Zacks Rank, and all of its recommendations, is created by
Zacks & Co., member NASD. Zacks.com displays the Zacks Rank with
permission from Zacks & Co. on its web site for individual
investors.

                         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=95

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.

               About Universal Health

Universal Health Services, Inc. is one of the nation's largest
hospital companies, operating acute care and behavioral health
hospitals, ambulatory surgery and radiation centers nationwide, in
Puerto Rico, and in France.  It acts as the advisor to Universal
Health Realty Income Trust, a real estate investment trust (NYSE:
UHT). For additional information on the Company, visit

                    http://www.uhsinc.com/

Universal Health Services' 0.426% bonds due 2020 are currently
trading way below par at about 67 cents-on-the-dollar.


US AIRWAYS: Resolves Connecticut Revenue Department's Tax Claims
----------------------------------------------------------------
The Connecticut Department of Revenue Services filed Claim No.
5228 asserting a $1,707,794 priority tax claim against U.S.
Airways, Inc., which included certain estimated taxes.  The
Revenue Department also filed Claim No. 5229 against Piedmont
Airlines, Inc., asserting a $825 priority tax claim secured by a
$3,565 credit owing to the Reorganized Debtors and held by
Connecticut.  Claim No. 5229 also asserted estimated corporation
taxes.  Later, it was determined that the actual corporation tax
owing by Piedmont Airlines was $250, which has been paid.

In March 2003, the Connecticut Revenue Department amended Claim
No. 5228, asserting that $318,991 was owing.  The revised amount
included estimated taxes.

After negotiations, the Reorganized Debtors and the Revenue
Department agree that Claim No. 5228 is reduced and allowed for
$109,594 as a Priority Tax Claim against U.S. Airways.  The
Allowed Amount is divided into these components:

     (a) $9,183 for Business Use Taxes; and

     (b) $100,410 for income tax and interest.

A $58,194 credit owing by the Connecticut Revenue Department to
the Reorganized Debtors will be offset against the Gross Allowed
Income Tax Amount, resulting in a net income tax owing of
$42,217.  The Net Allowed Income Tax Amount will be paid by the
Reorganized Debtors over the next five years in equal quarterly
installments with simple interest running from April 1, 2003
based on the 90-day Treasury Rate.

The Amended Claim is withdrawn and disallowed.  Claim No. 5229 is
withdrawn as paid.  The Connecticut Revenue Department will
investigate whether a check that was issued to refund to the
Reorganized Debtors the $3,565 credit that secured Claim No. 5229
was cashed, and if not -- or if no check was ever issued --
Connecticut will pay the Debtors the $3,565.

All other claims for taxes for tax years 2002 or earlier asserted
by the Revenue Department are withdrawn and disallowed.  The
payments are in full satisfaction of all taxes for 2002 and prior
tax years. (US Airways Bankruptcy News, Issue No. 49; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


V-NET BEVERAGE: Bankruptcy Case Dismissed & Retires 240 Mil Shares
-----------------------------------------------------------------
V-Net Beverage, Inc. (Pink Sheets:VNTB) announced that its Chapter
11 Bankruptcy proceedings filed in January, 2004 in the Federal
District Court of Northern Illinois has been dismissed. The Courts
decision came late last week.

In addition, V-Net announced it has retired 240 million shares
owned by the company's former President Michael Brette. The
retirement of shares, by mutual agreement, drastically reduces the
total shares outstanding by 63% from approximately 380 million
shares to about 140 million shares. "The Court's decision gives us
the ability to begin immediately implementing our plans to
increase shareholder value," said Robert Corr, the recently
appointed President.

V-Net Beverage is a niche beverage company that privately labels
bottled water and specialty drinks for a variety of customers.


WADDINGTON NORTH AMERICA: S&P Assigns B Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Covington, Kentucky-based Waddington North
America Inc. At the same time, Standard & Poor's assigned its 'B'
senior secured bank loan rating and a recovery rating of '4' to
the company's proposed $155 million senior secured credit
facilities, based on preliminary terms and conditions.

The senior secured bank loan rating is the same as the corporate
credit rating; this and the '4' recovery rating indicate the
expectation of a marginal (25% to 50%) recovery of principal in
the event of default. The outlook is stable. Pro forma for the
transaction, total debt will be about $170 million. The proceeds
from the transaction will be used primarily to refinance the
company's existing debt and to fund a $48 million dividend
to shareholders.

"The ratings on WNA reflect a very limited scope of operations as
the leading manufacturer in the small, upscale segment of the
injection molded food-service tableware industry, some
vulnerability to fluctuating raw-material costs, and very
aggressive debt leverage," said Standard & Poor's credit analyst
Franco DiMartino. However, the company's narrow business focus is
partially offset by a favorable product mix in the domestic
tableware segment, solid market positions in niche markets,
well-diversified customer relationships, and stable operating
margins.

With annual revenues of about $170 million, WNA is a well-
positioned competitor in the upscale injection molded food-service
tableware segment of the North American food-service disposable
products market. Due to favorable demographic trends and changing
eating habits, the domestic food-service disposable market is
growing by about 4% annually. In addition, both injection molded
and thermoformed plastic products are growing at faster rates than
paper, glass and metal ware. WNA focuses on certain upscale, niche
segments of the plastic food-service market (where its products
capture premium pricing) and typically does not participate
in high-volume, commodity sectors. Key competitive factors include
product quality, service, cost, printing and graphics quality, and
distribution capabilities.


WARNACO GROUP: Names Robert Mazzoli as CK Chief Creative Officer
----------------------------------------------------------------
The Warnaco Group, Inc. (NASDAQ: WRNC) announced that Robert G.
Mazzoli has been named Chief Creative Officer for Warnaco's Calvin
Klein Underwear brand.  His appointment is effective March 8,
2004.  

In this role, Mr. Mazzoli will oversee all aspects of design,
development, merchandising and marketing of the Calvin Klein Men's
and Women's Underwear lines.

Mr. Mazzoli, 46, returns to Warnaco from Sara Lee Corporation,
where he served as Chief Creative Officer of Sara Lee Branded
Apparel.

Mr. Mazzoli is re-joining Warnaco and returning to the Calvin
Klein Underwear brand, with which he was associated for almost 20
years prior to joining Sara Lee.  Mr. Mazzoli worked on the launch
of the Calvin Klein Underwear concept, and held numerous
merchandising positions during his tenure with Warnaco.

Mr. Mazzoli began his career in the Bloomingdale's Executive
Training Program.  He holds a Bachelor of Arts degree from
Columbia University.

Joe Gromek, President and Chief Executive Officer of Warnaco,
said, "We are excited to have Bob back at Calvin Klein Underwear
joining our current team of talented designers and merchandisers
and look forward to his contributions to further build the brand.  
We believe the Calvin Klein Underwear brand has significant
potential to expand its global leadership position in designer
underwear, and we look forward to building on that momentum."

The Warnaco Group, Inc. is a manufacturer of intimate apparel,
menswear, jeanswear, swimwear, men's and women's sportswear,
better dresses, fragrances and accessories. The Company filed for
Chapter 11 protection on June 11, 2001 (Bankr. S.D.N.Y. Case No.
01-41643).  Elizabeth McColm, Esq., and Kelley Ann Cornish, Esq.,
at Sidley, Austin Brown & Wood represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
their creditors, they listed $2,372,705,638 in assets and
$3,078,347,176 in debts. (Warnaco Bankruptcy News, Issue No. 59;
Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WEIRTON STEEL: Pushing for Approval of $6.3 Million Break-Up Fee
----------------------------------------------------------------
In connection with a proposed sale of all of Weirton Steel
Corporation and its debtor-affiliates' assets, the Debtors ask the
Court to approve a $6,375,000 Break-Up Fee, payable to ISG
Weirton, Inc:

   (a) at any closing of an Alternative Transaction if the
       ISG Agreement is terminated and the Debtors enter into an
       agreement to consummate the Alternative Transaction within
       one year after the termination, provided that ISG
       Weirton's right to payment of the Break-Up Fee will be
       subordinated to payment of the Senior Debt; or

   (b) at the closing of an Alternative Transaction from the
       proceeds thereof if the ISG Agreement first terminates
       pursuant to Section 8.1(j) of the Agreement.

The Debtors also propose that if the ISG Agreement is terminated
because the Debtors enter into an agreement to consummate an
Alternative Transaction, or the ISU does not ratify a collective
bargaining agreement with ISG Weirton, the Debtors will reimburse
ISG Weirton for its actual documented out-of-pocket expenses
incurred in connection with the transactions contemplated by the
ISG Agreement, including expenses associated with obtaining
financing necessary to consummate the transactions, not to exceed
$500,000 in cash.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, relates that the Break-Up Fee and the Expense
Reimbursement are beneficial to the Debtors' estates and
creditors in that they provide an incentive for a potential
stalking horse bidder to agree to a higher stalking horse bid
prior to the Auction than it might otherwise be prepared to do in
the absence of such protections. (Weirton Bankruptcy News, Issue
No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


* Penn. Gov. Rendell Urges Senate to Reinstate Waste Clean Up Fund
------------------------------------------------------------------
Pennsylvania Governor Edward G. Rendell urged the U.S. Senate to
reinstate the federal Superfund tax that expired in 1995 to ensure
the continued cleanup of some of the nation's worst hazardous
waste sites, including priority spots in Pennsylvania.

"Each cleanup that gets delayed because of funding constraints
puts Commonwealth residents and the citizens of this nation in
jeopardy," Governor Rendell said. "Without reauthorization,
taxpayers are going to be stuck with the multi-billion dollar
burden of cleaning up these abandoned and poisoned lands."

Created by the Comprehensive Environmental Response Compensation
Liability Act in the 1980s, the Superfund Trust Fund, financed
with modest taxes on industries that handle the petroleum and
hazardous chemicals most often found on polluted sites, helped to
pay for the cleanup of contaminated sites when ownership was
unknown or bankrupt.

In 1995, when the Superfund was flush with cash, Congress allowed
the taxes to expire and has yet to reauthorize them. Once a self-
replenishing pot of $4 billion, the Superfund went bankrupt last
fall, threatening efforts to address 1,240 sites, including 92 in
Pennsylvania, that the U.S. Environmental Protection Agency has on
its cleanup list. The fund currently has a $175 million shortfall.

In letters to Pennsylvania Senators Arlen Specter and Rick
Santorum, Governor Rendell urged their support of an amendment to
the fiscal 2005 budget resolution (S. Con. Res. 95), which would
reinstate the tax on polluters. A Senate vote could come as early
as this week.

"The viability of the Superfund is necessary to remove
environmental harms and public health risks posed by some of the
nation's worst hazardous waste sites," Governor Rendell said.
"Given the mounting federal budget deficit, we cannot expect
cleanups to be financed out of the general treasury, which is why
the Superfund needs this dedicated funding. An empty Superfund
means scaled back remedial activities and delays in listing sites
that really need work."

Sites continue to be added to the National Priority List for which
there is no viable responsible party to undertake the cleanup.
Just this week, EPA proposed listing the Ryeland Road Arsenic Site
located in Heidelberg Township, Berks County. Contamination to
this site resulted from the manufacture of pesticides, paints,
varnishes and acids by long-defunct companies in operation between
1920 and 1940. Pennsylvania also awaits listing of the Safety
Light site in Bloomsburg, Columbia County. That site scored more
than 70 points on the Hazard Ranking System, well over the 28.5
points required for listing.

Pennsylvania's Hazardous Sites Cleanup Act is comparable to the
Superfund, dealing with a range of activities from spill
prevention to the cleanup of contaminated sites. Since 1995,
cleanups have been approved at more than 1,350 properties in 63 of
Pennsylvania's 67 counties, creating and/or retaining 30,000 jobs.

The Hazardous Sites Cleanup Fund, which is the primary funding
source for the state's brownfields program, faces an uncertain
fiscal future. The fund is drying up as the Legislature voted in
2002 to turn off the flow from the Capital Stock and Franchise
Tax, the previously dedicated funding source for HSCA.

Governor Rendell's budget will provide $40 million over four years
to clean up brownfield sites in Pennsylvania. Without new revenue,
the program will be bankrupt in the coming fiscal year.

Governor Rendell's letter says:

The Honorable Arlen Specter

Dear Senator Specter:

I write to encourage you to support an amendment to the fiscal
2005 budget resolution (S. Con. Res. 95) that would reinstate the
federal Superfund tax that expired in 1995. The viability of the
Superfund Trust Fund is absolutely essential if we are to continue
to make progress on cleaning up the nation's worst hazardous waste
sites.

Although the federal Superfund program has been in existence for
over 20 years, sites continue to be added to the National Priority
List (NPL) for which there is no viable responsible party to
undertake the cleanup. Indeed, just this week, the U. S.
Environmental Protection Agency proposed the listing of the
Ryeland Road Arsenic Site located in Heidelberg Township, Berks
County. Contamination to this site resulted from the manufacture
of pesticides, paints, varnishes and acids by long-defunct
companies that operated on the site between 1920 and 1940. We also
await the listing of the Safety Light site in Bloomsburg that
scored over 70 points on the Hazard Ranking System, well over the
28.5 points required for listing.

Given the mounting budget deficit, we cannot reasonably expect
cleanups to be financed out of the general treasury. Each listing
that gets deferred, each cleanup that gets delayed, puts the
citizens of the Commonwealth and the nation in jeopardy.

I urge you to support the amendment to secure the resources that
will be necessary to continue the work of this vitally important
environmental and public health program.

                                       Sincerely,
                                       Governor Edward G. Rendell


* London Meeting to Draw Insurance Executives from 50 Countries
---------------------------------------------------------------
Industry consolidation, regulatory scrutiny, and risk management
strategies, all representing some of the major global issues
facing the insurance world, will be discussed at a conference of
senior insurance executives from around the world at a meeting in
London, July 11-14.

The meeting at the London Hilton and Inter-Continental Hilton is
sponsored by the International Insurance Society, a non-profit
organization of insurance executives.

Keynote speakers participating in the meeting, which is expected
to draw over 600 people globally, represent some of the world's
most prominent insurance leaders, including among others:

    * Lord Peter Levene, Chairman, Lloyd's of London, UK
    * Brian O'Hara, President and CEO, XL Capital, Bermuda
    * John Coomber, CEO, Swiss Re, Switzerland
    * Don Shepard, Chairman and CEO, AEGON, N. V., Netherlands
    * Raymond Groves, Chairman and CEO, Marsh Inc., USA
    * David Strachan, Director, Insurance Firms Division,
      Financial Services Authority, UK
    * Chris Kloninger, President & CFO, AFLAC, USA
    * Wayne Upton, Director of Research, IASB, UK
    * Christopher Giles, Managing Director, Chubb UK, UK
    * David Prosser, Group Chief Executive, Legal & General, UK
    * Patrick Thiele, President and CEO, PartnerRe, Bermuda
    * Grahame Chilton, Chief Executive, Benfield Group, Ltd., UK
    * Ted Collins, Moody's Rating Services, USA
    * Robert W. Stein, Chairman, Global Financial Services Ernst &
      Young, USA

"Benchmarks of Success" is the topic of the meeting and discussion
subjects will range from the current roles and influence of rating
agencies and regulators; how companies are responding to expansion
opportunities or restructuring challenges; winning formulas for
leveraging and protecting capital; and best practices in risk
management and risk measurement.

Heading up the organization of the meeting, with Patrick Kenny,
President and Chief Executive Officer, International Insurance
Society, New York, is Lord Peter Levene, Lloyd's of London.

The International Insurance Society is a 40-year-old non-profit
organization of leading insurance executives and academics from 80
countries and in addition to organizing meetings is involved in
insurance research and awards programs.

Registration information for the London meeting can be obtained on
the Society's website http://www.IISonline.org/


* BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles
               and Other Disasters
-----------------------------------------------------------
Author:     Sallie Tisdale
Publisher:  BeardBooks
Softcover:  270 pages
List Price: $34.95
Review by Henry Berry

Order your own personal copy at
http://www.amazon.com/exec/obidos/ASIN/1587981645/internetbankrupt   

An earlier edition of "The Sorcerer's Apprentice" won an American
Health Book Award in 1986. The book has been recognized as an
outstanding book on popular science. Tisdale brings to her subject
of the wide and engrossing field of health and illness the
perspective, as well as the special sympathies and sensitivities,
of a registered nurse. She is an exceptionally skilled writer.
Again and again, her descriptions of ill individuals and images of
illnesses such as cancer and meningitis make a lasting impression.
Tisdale accomplishes the tricky business of bringing the reader to
an understanding of what persons experience when they are ill; and
in doing this, to understand more about the nature of illness as
well. Her style and aim as a writer are like that of a medical or
science journalist for leading major newspaper, say the "New York
Times" or "Los Angeles Times." To this informative, readable style
is added the probing interest and concern of the philosopher
trying to shed some light on one of the central and most
unsettling aspects of human existence. In this insightful,
illuminating, probing exploration of the mystery of illness,
Tisdale also outlines the limits of the effectiveness of
treatments and cures, even with modern medicine's store of
technology and drugs. These are often called "miracles" of modern
medicine. But from this author's perspective, with the most
serious, life-threatening, illnesses, doctors and other health-
care professionals are like sorcerer's trying to work magic on
them. They hope to bring improvement, but can never be sure what
they do will bring it about. Tisdale's intent is not to debunk
modern medicine, belittle its resources and ways, or suggest that
the medical profession holds out false hopes. Her intent is do
report on the mystery of serious illness as she has witnessed it
and from this, imagined what it is like in her varied work as a
registered nurse. She also writes from her own experiences in
being chronically ill when she was younger and the pain and
surgery going with this.

She writes, "I want to get at the reasons for the strange state of
amnesia we in the health professions find ourselves in. I want to
find clues to my weird experiences, try to sense the nature of
being sick." The amnesia of health professionals is their state of
mind from the demands placed on them all the time by patients,
employers, and society, as well as themselves, to cure illness, to
save lives, to make sick people feel better. Doctors, surgeons,
nurses, and other health-care professionals become primarily
technicians applying the wonders of modern medicine. Because of
the volume of patients, they do not get to spend much time with
any one or a few of them. It's all they can do to apply the
prescribed treatment, apply more of it if it doesn't work the
first time, and try something else if this treatment doesn't seem
to be effective. Added to this is keeping up with the new medical
studies and treatments. But Tisdale stepped out of this problem-
solving outlook, can-do, perfectionist mentality by opting to
spend most of her time in nursing homes, where she would be among
old persons she would see regularly, away from the high-charged
atmosphere of a hospital with its "many medical students,
technicians, administrators, and insurance review artists." To
stay on her "medical toes," she balanced this with working
occasional shifts in a nearby hospital. In her hospital work, she
worked in a neonatal intensive care unit (NICU), intensive care
unit (ICU), a burn center, and in a surgery room. From this
combination of work with the infirm, ill, and the latest medical
technology and procedures among highly-skilled professionals,
Tisdale learned that "being sick is the strangest of states." This
is not the lesson nearly all other health-care workers come away
with. For them, sick persons are like something that has to be
"fixed." They're focused on the practical, physical matter of
treating a malady. Unlike this author, they're not focused
consciously on the nature of pain and what the patient is
experiencing. The pragmatic, results-oriented medical profession
is focused on the effects of treatment. Tisdale brings into the
picture of health care and seriously-ill patients all of what the
medical profession in its amnesia, as she called it, overlooks.

Simply in describing what she observes, Tisdale leads those in the
medical profession as well as other interested readers to see what
they normally overlook, what they normally do not see in the
business and pressures of their work. She describes the beginning
of a hip-replacement operation, the surgeon "takes the scalpel and
cuts--the top of the hip to a third of the way down the thigh--and
cuts again through the globular yellow fat, and deeper. The
resident follows with a cautery, holding tiny spraying blood
vessels and burning them shut with an electric current. One small,
throbbing arteriole escapes, and his glasses and cheek are
splattered." One learns more about what is actually going on in an
operation from this and following passages than from seeing one of
those glimpses of operations commonly shown on TV. The author
explains the illness of meningitis, "The brain becomes swollen
with blood and tissue fluid, its entire surface layered with
pus...The pressure in the skull increases until the winding
convolutions of the brain are flattened out...The spreading
infection and pressure from the growing turbulent ocean sitting on
top of the brain cause permanent weakness and paralysis,
blindness, deafness...." This dramatic depiction of meningitis
brings together medical facts, symptoms, and effects on the
patient. Tisdale does this repeatedly to present illness and the
persons whose lives revolve around it from patients and relatives
to doctors and nurses in a light readers could never imagine, even
those who are immersed in this world.

Tisdale's main point is that the miracles of modern medicine do
not unquestionably end the miseries of illness, or even
unquestionably alleviate them. As much as they bring some relief
to ill individuals and sometimes cure illness, in many cases they
bring on other kinds of pains and sorrows. Tisdale reminds readers
that the mystery of illness does, and always will, elude the
miracle of medical technology, drugs, and practices. Part of the
mystery of the paradoxes of treatment and the elusiveness of
restored health for ill persons she focuses on is "simply the
mystery of illness. Erosion, obviously, is natural. Our bodies are
essentially entropic." This is what many persons, both among the
public and medical professionals, tend to forget. "The Sorcerer's
Apprentice" serves as a reminder that the faith and hope placed in
modern medicine need to be balanced with an awareness of the
mystery of illness which will always be a part of human life.

                           *********

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.

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