TCR_Public/040316.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 16, 2004, Vol. 8, No. 53

                           Headlines

AADCO AUTOMOTIVE: Shareholders Approves Financial Restructuring
ADELPHIA COMMS: Taps Heidrick & Struggles as Search Consultants
AEARO CORP.: S&P Places Low-B Ratings on Watch Negative
AEC HOLDING CORP: Case Summary & 40 Largest Unsecured Creditors
AGCO: Files Resale Registration in re Previously Issued Sr. Notes

AIR CANADA: Receives Confirmation of Financing for Embraer Orders
AK STEEL: Plans to Increase Stainless Steel Prices by 3% in April
ALAMOSA: Returns to Nasdaq Market Under "APCS" Trading Symbol
ALLIED SERVICES REHAB: Fitch Affirms Revenue Bonds Rating at BB+
AMERCO: Successfully Emerges From Chapter 11 Bankruptcy

AMERICAN HOSPITALITY: Hanify & King Tapped as Bankruptcy Counsel
AMERICAN PACIFIC: Seth Van Voorhees to Succeed David Keys as CFO
AMERIPATH: Releases Fourth Quarter & Full Year 2003 Results
AMKOR TECHNOLOGY: Closes $250 Million Senior Debt Offering
ARCHIBALD CANDY: Reaffirms March 30 Bid Deadline for April Auction

ARMSTRONG: Gets Nod to Assume WAVE Pacts for AWI Grid Products
ASTROPOWER INC: Court Approves $15 Million+ Sale of U.S. Assets
BAY VIEW CAPITAL: Unit President James A. Badame Resigns
BESS EATON: Selling Assets to Wendy's Int'l. for $35,520,000
BETHLEHEM STEEL: Court Amends Adversary Proceeding Protocol

BIOPHAGE: Needs to Secure Funds to Continue as a Going Concern
BOOTS & COOTS: Q4 & FY 2003 Conference Call Set for March 25
BOND TRANSFER CO: Case Summary & 20 Largest Unsecured Creditors
CABLE SATISFACTION: Creditors to Discuss Plan Amendments Today
CALPINE CORP: Prices CalGen Term Loans and Secured Notes

CLB PUBLISHERS: Case Summary & 20 Largest Unsecured Creditors
CONE MILLS: WL Ross Now Owns Company After $46MM+ Asset Sale
CORBAN TOWERS INC: Voluntary Chapter 11 Case Summary
DELTA AIR: Files Form 10-K With Revised March Quarter Guidance
DIAMOND JO: S&P Rates Planned $230Mil. Senior Secured Notes at B

DONLAR CORP: Gets Go-Signal to Hire Crane Heyman as Attorneys
DT INDUSTRIES: S&P Withdraws Default-Level Corp. Credit Rating
DUANE READE: Updates Fin'l Report in Light of NLRB Recommendation
EASTERN SHORE: Case Summary & 6 Largest Unsecured Creditors
ELIZABETH ARDEN: Inks Exclusive Agreement with Britney Spears

EL PASO: Names Jeffrey Sherrick as Sr. VP -- Exploration Services
ENRON: Says $7M Frontera Claim is Overstated & Wants it Expunged
ENRON CORP: Wants Court to Enforce Stay on Dynegy Entities
FEDERAL-MOGUL: Classification & Treatment of Claims Under Plan
FLEMING COS.: Barry Roads Balks at Proposed Lease Rejection

FOSTER WHEELER: Wins $6.8MM Oil Sector Management Contract in Iraq
GARDEN RIDGE: Hires Gavin Anderson as PR Consultants
GENTEK INC: Discloses Current Directors & Officers Information
GEORGIA-PACIFIC: Cerberus Buying Products Distribution Business
GMAC COMMERCIAL: S&P Affirms Ratings for Class G & H Notes

HALL KINION: Balks at Kforce's Move to Terminate Merger Agreement
HEALTHSOUTH: Obtains Temporary Order Preventing Debt Acceleration
HEARTWOOD LUMBER: Case Summary & 20 Largest Unsecured Creditors
JARDEN CORP: Dixon Extends Exclusivity Agreement to April 12
JOEAUTO INC: Turns to GulfStar Group for Financial Advice

LOEWEN GROUP: Reorganized Debtors Want Fleegers Claim Disallowed
MCDERMOTT: December 2003 Balance Sheet Insolvent by $363 Million
MEAL SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
MEDMIRA: 2nd Quarter Results Conference Call Set for March 23
MERCY HOSPITAL: S&P Raises Revenue Bonds' Rating to CC from D

MILACRON INC: Secures $100MM to Repay Maturing Bonds and Bank Debt
MIRANT: PricewaterhouseCoopers' Report on the Canadian Debtors
NATIONAL BENEVOLENT: Taps Pranschke & Holderle as Special Counsel
NAT'L CENTURY: Gets Okay to Use Cash Collateral Through April 30
NAT'L STEEL: UMWA Demands Partial Payment of Administrative Claim

NET PERCEPTIONS: Stockholders to Reconvene on March 23 in Minn.
NEW CONSTRUCTION: Section 341(a) Meeting Scheduled for March 24
NEXTEL COMMS: Improved Credit Profile Spurs Fitch to Up Ratings
NORTHWESTERN CORPORATION: Files Reorganization Plan in Delaware
NRG ENERGY: Moves to Sell Nelson Assets & Proposes Sale Protocol

ONEIDA: Sr. Lenders Agree to Postpone $3.9M Payment Until Mar 31
ONEIDA: Sells Buffalo China Plant to Niagara Ceramics for $5.5MM
OWENS CORNING: Committee Turns to Andrew Churg for Asbestos Advice
PACIFIC GAS: Plans to Offer $6.7 Billion in First Mortgage Bonds
PACIFIC GAS: Responds to Moody's Investment Grade Ratings

PARMALAT: U.S. Units Obtain Interim Nod for GECC-Backed Financing
PARMALAT FINANZIARIA: Investigators Recover EUR4 Million
PDC MILFORD POWER: Case Summary & 3 Largest Unsecured Creditors
PEABODY ENERGY: S&P Assigns BB- Rating to $200M Sr. Unsec. Notes
PG&E NATIONAL: Wants Approval for $30-Mil. Trancanada Break-Up Fee

RCN CORPORATION: Retains the Blackstone Group as Financial Advisor
REAL MEX RESTAURANTS: S&P Rates Proposed Sr. Secured Notes at B-
RENAISSANCE COSMETICS: Chapter 7 Conversion Approved
ROUTIER INC: Case Summary & 20 Largest Unsecured Creditors
ROYAL OLYMPIC: US Bankruptcy Court Dismisses Ch. 11 Proceedings

SIRIUS: Extends Option to Purchase $50 Million Convertible Notes
SK GLOBAL: Wants Plan-Filing Exclusivity Extended to June 16, 2004
SLATER STEEL: Closes $41-Mil. Sale of Sorel Forge to A. Finkl Unit
SOLUTIA: Court Stretches Lease-Decision Time Through May 17, 2004
SOUTHWEST RECREATIONAL: Creditors' Committee Hires Morris Manning

SPIEGEL GROUP: Unsecured Panel Taps Capstone as Financial Advisor
STELCO INC: Awaits CCAA Court Approval for $75MM DIP Financing
STILLWATER MINING: Amends 2003 Fourth Quarter and Year-End Results
TITAN: Extends Exchange Offer & Consent Solicitation to April 12
TORCH OFFSHORE: Lenders Forgive Violations & Provide More Funding

UNIGLOBE.COM: CCAA Creditors' Meeting Adjourned Sine Die
UNITED AIRLINES: Pushing to Maintain Florida Self-Insurance
UNITED AIRLINES: US Bank Auctions Off Aircraft Collateral Today
US AIRWAYS: Prepays $250 Million to ATSB & Modifies $1B Loan Terms
WARNER STREET INC: Case Summary & 1 Largest Unsecured Creditor

WESTAR ENERGY: S&P Rates New $300MM Revolving Facility at BB+
WORLDCOM/MCI: Completes Restatement and 2002 Audit
YUM! BRANDS: Fitch Raises Senior Debt Ratings to BBB- from BB+

* CenterOne Financial Services Adds Executive Directors
* eXrP Launches Comprehensive Services for Indicted Corp Officials

* Large Companies with Insolvent Balance Sheets

                           *********

AADCO AUTOMOTIVE: Shareholders Approves Financial Restructuring
---------------------------------------------------------------
AADCO Automotive Inc. obtained a disinterested shareholder vote at
its February 19, 2004, annual general and special meeting of
shareholders approving:

     (1) its recent financial restructuring, and

     (2) a possible change of control of the Company in favor of
         Mr. Robert Hodgkinson.

The Company's January 27, 2004, press release and its
January 13, 2004, Information Proxy Circular set out the details
of the above noted items. Under the financial restructuring, the
Inventory Pool program of the Company, previously used to finance
operations, has been restructured into Series II Convertible
Debentures, Series III Convertible Debentures, and common shares.
The Company no longer utilizes an Inventory Pool program.

At the same shareholders meeting, the Board of Directors was set
to have three members, and Messrs. Robert Hodgkinson, Charles
Hodgkinson, and Douglas Kemp-Welch were elected as the only
directors of the Company. Mr. Philip Bookalam, the Company's
founder, is no longer a director or on the board of the Company.

The TSX Venture Exchange has accepted for filing the Company's
final documents for its financial restructuring.

With the completion of its financial restructuring, the Company
will now be focusing primarily on its business operations, which
will include:

    (a) Building business and marketing alliances with a view to
        increasing market share, and

    (b) Acquiring complementary assets or business operations,
        with a view to increasing revenue, where opportunities
        present themselves.

The company's December 31, 2003, balance sheet discloses a total
shareholders' deficiency of $3,674,102.


ADELPHIA COMMS: Taps Heidrick & Struggles as Search Consultants
---------------------------------------------------------------
The Adelphia Communications Debtors seek the Court's authority to
employ Heidrick & Struggles, Inc. as executive search consultants,
to continue to assist them with the placement of highly qualified
candidates in key executive positions within the Debtors'
organization.

Since June 27, 2002, the Debtors employed Heidrick & Struggles,
as an ordinary course professional.  Shelley C. Chapman, Esq., at
Willkie Farr & Gallagher LLP, in New York, informs Judge Gerber
that it is now necessary to employ Heidrick & Struggles because
its fees exceeded the cap for an ordinary course professional.

Heidrick & Struggles provides its clients with executive search
services and leadership consulting.  Heidrick & Struggles has 50
years of experience locating executives for a broad spectrum of
clients in a range of industries.  Heidrick & Struggles also
provides other services to its clients, including executive
performance assessment and professional development consulting.
With offices located worldwide, Heidrick & Struggles conducted
over 1,400 executive searches for prominent firms, including:

   (1) Gap, Inc.,
   (2) The Home Depot, Inc.,
   (3) Maytag Corporation, and
   (4) The Nasdaq Stock Market, Inc.

Heidrick & Struggles has been providing valuable services to the
Debtors throughout these Chapter 11 cases, pursuant to the
Court's June 27, 2002 OCP Order.  According to Ms. Chapman,
Heidrick & Struggles understand the ACOM Debtors' operations and
businesses, and has substantial experience and expertise in
locating the type of qualified executives the ACOM Debtors
require to lead their organizations and business operations.

The ACOM Debtors require the services of Heidrick & Struggles to
provide executive search services in connection with their
continuing search for qualified candidates to fill key positions,
such as the position of Litigation Counsel.

In consideration for Heidrick & Struggles' services, Heidrick &
Struggles will be compensated on a per project basis, plus
reimbursement of actual and necessary expenses incurred by
Heidrick & Struggles.  Heidrick & Struggles charges fees
consistent with its peer firms.  Within the industry, standard
compensation for locating a candidate is a fee equal to one-third
of the placed candidate's total first year compensation, paid in
the form of a retainer.  Heidrick & Struggles agreed to discount
its standard rates in these cases by 10%.  All of Heidrick &
Struggles' rates are subject to periodic, ordinary course,
adjustments.

Ms. Chapman informs the Court that Heidrick & Struggles has no
outstanding prepetition claims against the ACOM Debtors for fees
and expenses.  Since the Petition Date and pursuant to the OCP
Order, the Debtors owe Heidrick & Struggles $102,397 for billed
but unpaid fees and expenses through January 31, 2004.

Since the Petition Date and pursuant to the OCP Order, the ACOM
Debtors paid Heidrick & Struggles these fees and expenses:

         Period                       Amount
         ------                       ------
         June 2003                   $40,500

         July 2003                    40,500
                                       1,819

         August 2003                  40,500
                                       3,637

         September 2003                9,090

         October 2003                 33,333

         November 2003                62,333
                                         667

         December 2003                 2,445

Fritz E. Freidinger, Heidrick & Struggles' General Counsel and
Corporate Secretary, informs the Court that upon evaluation of
their client database and the Debtors' list of parties-in-
interest, these relationships were found:

   (1) Clients.  Heidrick & Struggles served these parties-in-
       interest:  ABN Amro Bank, N.V.; AXA Financial, Inc.; Banc
       of America Securities; Banc of America Securities LLC;
       Bank of America; Bank of America National Trust & Savings
       Association; Bank of America, N.A., Bank of Hawaii; Bank
       of New York; Bank of Montreal; Bank One, N.A.; Barclays
       Bank PLC; Bayerische Landesbank Girozentrake; Citizen's
       Bank; CIBC World Markets Corp.; Fleet National Bank; J.P.
       Morgan Securities, Inc.; Long-Term Credit Bank of Japan,
       Ltd.; Merrill Lynch; Merrill Lynch Capital Corp.; Merrill
       Lynch & Co., Inc.; Morgan Stanley; Morgan Stanley & Co.,
       Inc.; PNC Bank Corp.; PNC Bank, National Association;
       Salomon Smith Barney, Inc.; Wellington Management;
       Buchanan Ingersoll-Pitts; Deloitte & Touche;
       PriceWaterhouseCoopers LLP; Squire, Sanders & Dempsey
       LLP; Alliance Capital; BNP Paribas; Bear, Stearns & Co.;
       Bear, Stearns & Co., Inc.; Bayerische Landesbank
       Girozentrale; Highbridge; Highbridge Capital Corp,;
       Oppenheimer Funds; Fidelity Investments; Citizens
       Communications; Barclays Global; Oppenheimer; Columbia
       Management, Co.; General Electric; Disney; National
       Geographic; CNBC/NBC; American Movie Classics; Bravo; The
       Disney Channel; ADC Telecommunications; Cablevision
       Systems Corporation; California Public Employees; New York
       Life Insurance and Annuity, Co.; Northwestern Mutual Life
       Insurance Company; University of Chicago; Microsoft
       Corporation; Walt Disney Company and its Affiliates; ADC
       Telecommunications, Inc.

       J.P. Morgan Securities, Inc. provided more than 1% of
       Heidrick & Struggles' earned revenues.

   (2) Former Employees.  Heidrick & Struggles had a former
       employee named Scott C. Miller;

   (3) Current Employees.  Heidrick & Struggles has a current
       employee named Scott K. Johnson;

   (4) Vendors.  These parties-in-interest served Heidrick &
       Struggles: ADC Telecommunications, Inc.; Adelphia
       Communications Corp.; Bloomberg LP; Cleary Gottlieb Steen
       & Hamilton; Comcast Cable Area One; Comcast Cablevision;
       Cox Communications, Inc.; Deloitte & Touche LLP; Ernst &
       Young LLP; JP Morgan Chase Manhattan Bank; Mercer Human
       Resource Consulting; Mercer Human Resource Consulting,
       Inc.; PricewaterhouseCoopers; PricewaterhouseCoopers
       LLP; Solomon Smith Barney, Inc.; Sidley, Austin, Brown &
       Wood; and

   (5) Potential Candidates for Client Positions:  Heidrick &
       Struggles has these potential candidates for positions in
       one of their client companies: Ann Montgomery; Erland E.
       Kailbourne; James R. Brown; Jenny Brown; Keith Horn;
       Kenneth L. Wolfe; Leslie Brown; Mike Brady; Philip
       Lochner, Jr.; Philip R. Lochner, Jr.; Scott Johnson;
       Timothy J. Rigas; W.T. Schleyer; James E. Mundy; Richard
       W. Shore; Robert H. Stewart; Betsy S. Atkins; Peter L.
       Murphy; Ronald Cooper; William Schleyer; Ann M. Martinez;
       Alan Garner; Alexander Moreno; Alfred Jones; Andy
       Williams; Ann Jones; Barry Goldman; Bruce Hall; Byron
       Jones; Carol Prince; David Downey; David Fowler; David
       Powers; David Ray Jones; Deborah Wilson; Eric Montgomery;
       Gary & Lori Cooperstein; George Martinez; James Kennedy;
       James Miller; Jeff Maynard; John Fuller; John Marino; John
       McGarth; Jose Santiago; Joseph Stocke; Mark Davis; Mark
       Epstein; Michael Powers; Peter Mitchell; Richard J. Conti;
       Robert Brewer; Robert Fritz; Robert Hamilton; Ronald
       Moore; Rosemary Sullivan; Russel Thomas; Scott Miller; and
       James R. Brown.

Mr. Freidinger assures the Court that Heidrick & Struggles:

   (1) does not represent any party, or hold any interest,
       adverse to the ACOM Debtors with respect to the matters on
       which Heidrick & Struggles is to be retained in these
       cases; and

   (2) has no connection with any of the Potential Parties-in-
       Interest that would affect Heidrick & Struggles' ability
       to provide search services to the ACOM Debtors in these
       cases.

Mr. Freidinger relates that Heidrick & Struggles' employees may
indirectly hold publicly traded securities of ACOM.  Mr.
Freidinger does not believe that any of these direct and indirect
holdings will affect the firm's ability to provide the ACOM
Debtors with search services. (Adelphia Bankruptcy News, Issue No.
53; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AEARO CORP.: S&P Places Low-B Ratings on Watch Negative
-------------------------------------------------------
Standard & Poor's Ratings Services places its ratings on Aearo
Corp. on CreditWatch with negative implications, including its
'BB-' corporate credit rating. This action follows the
announcement that the company will be acquired by Bear Stearns
Merchant Banking for $385 million, including the assumption of
about $210 million in debt. Based on this purchase price
and the amount of debt that will be needed to finance the
purchase, there would be an increase in leverage beyond what is
commensurate for the current rating. The deal is expected to close
in early April 2004.

The company's rated debt is $235 million.

Indianapolis, Ind.-based Aearo Corp. is a leader in the hearing,
eye, face, head, and respiratory segments of the personal
protection equipment market with sales of $327 million for the 12
months ended December 2003.

"Standard & Poor's will review with management the financing of
the transaction and financial policies before taking further
rating action," said credit analyst John R. Sico. If the deal
closes as anticipated, the ratings on the existing bank loan and
subordinated notes will be withdrawn. Standard & Poor's expects to
rate the new debt financing.


AEC HOLDING CORP: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: AEC Holding Corp.
        17951 West Austin Road
        Manchester, Michigan 48158

Bankruptcy Case No.: 04-10827

Debtor affiliates filing separate chapter 11 petitions:

Entity                                       Case No.
------                                       --------
American Engineered Components, Inc.         04-10828
Manchester Stamping Corporation              04-10829
Johnson & Hoffman Manufacturing Corporation  04-10830

Type of Business: The Debtor is a leading manufacturer and
                  developer of engineered and automotive
                  components, including plug buttons, brackets,
                  sealer plugs, bulb shields, air bag
                  components, burst disk products, tie-downs
                  and straps.

Chapter 11 Petition Date: March 14, 2004

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: Eric Lopez Schnabel, Esq.
                  Klett Rooney Lieber & Schorling
                  1000 West Street, Suite 1410
                  Wilmington, DE 19801
                  Tel: 302-552-4200
                  Fax: 302-552-4295

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
AEC Holding Corp.            $0 to $50,000      $10 M to $50 M
American Engineered          $0 to $50,000      $10 M to $50 M
Components, Inc.
Manchester Stamping Corp.    $10 M to $50 M     $10 M to $50 M
Johnson & Hoffman            $10 M to $50 M     $10 M to $50 M
Manufacturing Corporation

Debtors' 40 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wayne and Sue Hamilton        Contract                  $499,800
505 E. Huron St., #607
Ann Arbor, MI 48104

Alkar Steel and Processing    Trade                     $355,124
P.O. Box 388
Roseville, MI 48066-0388

TRW Engineered Fastners       Trade                     $288,669
180 State Road
East Westminster, MA 01473

L & L Products, Inc.          Trade                     $268,567
160 McLean Drive
Romeo, MI 48065-0308

Ulbrich                       Trade                     $260,940
P.O. Box 845164
Boston, MA 02284 5164

Maxable, Inc.                 Trade                     $234,773

Mill Steel Company            Trade                     $232,164

Maes Tool & Dies              Trade                     $191,641

Micro Metal Finishing         Trade                     $156,655

Alcoa Mill Products           Trade                     $150,152

Ernst & Young LLP             Services                  $139,153

Advance Temporary Services    Services                  $126,211

Manchester Township           Government                $122,526

ADCO Products, Inc.           Trade                     $119,267

CEF and Associates, Inc.      Services                  $117,083

Telefast Industries           Trade                     $115,617

Atmosphere Heat Treating      Trade                     $112,094

Progressive Coatings          Trade                     $104,142

Federal Screw Works           Trade                     $100,216

Faegre & Benson LLP           Services                   $97,055

Arro Supply Company           Trade                      $90,257

Charles Berman - Rec. of      Trade                      $85,515
Taxes

Spectrum Industries           Trade                      $84,878

Hascall Steel Company         Trade                      $82,554

RHL Investments               Trade                      $78,505

Marsh USA Inc.                Trade                      $78,473

Feroleto Steel                Trade                      $76,534

Tecumseh Corrugated           Trade                      $70,802

Olympic Steel Lafayet         Trade                      $63,324

Washtenaw County Peas         Trade                      $60,924

Ken Mac Metals, Inc.          Trade                      $55,766

Rives Manufacturing, Inc.     Trade                      $54,611

Gemini Plastics               Trade                      $54,070

Michner Plating Company       Trade                      $50,612

Rafferty-Brown Steel          Trade                      $50,359

Product Action                Trade                      $49,300

Volcor Finishing, Inc.        Trade                      $41,321

Doral Steel, Inc.             Trade                      $40,665

FWT & Div S&P                 Trade                      $39,986

A.J. Oster Co.                Trade                      $39,570


AGCO: Files Resale Registration in re Previously Issued Sr. Notes
-----------------------------------------------------------------
AGCO Corporation (NYSE: AG), a worldwide designer, manufacturer
and distributor of agricultural equipment, announced that in
connection with its December 2003 private offering of 1-3/4%
Convertible Notes due 2033, it has filed a Registration Statement
on Form S-3 with the Securities and Exchange Commission. The
Registration Statement was filed in satisfaction of certain
registration rights granted to the noteholders.

When declared effective by the SEC, the Registration Statement
will be available for use by the noteholders to resell the
previously issued $201,250,000 principal amount of 1 3/4%
Convertible Notes and the common shares that can be issued upon
conversion of the notes. AGCO will not receive any proceeds from
any resale of the convertible notes by the selling noteholders or
the common stock that may be issued upon conversion of the
notes.

The Registration Statement relating to these securities has been
filed with the SEC but has not yet become effective. These
securities may not be sold nor may offers be accepted prior to the
time the Registration Statement becomes effective. T

AGCO Corporation, headquartered in Duluth, Georgia, is a global
designer, manufacturer and distributor of agricultural equipment
and related replacement parts. AGCO products are distributed in
over 140 countries. AGCO offers a full product line including
tractors, combines, hay tools, sprayers, forage, tillage equipment
and implements through more than 8,600 independent dealers and
distributors around the world. AGCO products are distributed under
the brand names AGCO(R), Agco Allis(R), AgcoStar(R),
Challenger(R), Farmhand(R), Fendt(R), Fieldstar(R), Gleaner(R),
Glencoe(R), Hesston(R), LOR*AL(R), Massey Ferguson(R), New
Idea(R), RoGator(R), SisuDiesel(TM), Soilteq(TM), Spra-Coupe(R),
Sunflower(R), TerraGator(R), Tye(R), Valtra(R), White(TM), and
Willmar(R). AGCO provides retail financing through AGCO Finance in
North America and through Agricredit in the United Kingdom,
France, Germany, Ireland, and Brazil. In 2003, AGCO had net sales
of $3.5 billion. Visit its website at http://www.agcocorp.com/

                       *    *    *

As reported in the Troubled Company reporter's January 9, 2004
edition, Standard & Poor's Rating Services assigned its 'BB+'
senior secured bank loan rating, the same level as the corporate
credit rating, to AGCO Corp.'s $750 million senior secured bank
credit facility and placed the new rating on CreditWatch with
negative implications.

At the same time, Standard & Poor's assigned its recovery rating
of '2' to the bank credit facility, indicating substantial
recovery of principal (80%-100%) in the event of a default. The
'BBB-' rating on the previous bank credit facility was withdrawn.

At the same time, Standard & Poor's said that the 'BB+' corporate
credit and all other ratings on AGCO will remain on CreditWatch
with negative implications, where they were placed on Sept. 10,
2003.


AIR CANADA: Receives Confirmation of Financing for Embraer Orders
-----------------------------------------------------------------
Air Canada received confirmation from Embraer that the aircraft
manufacturer has secured financing on satisfactory commercial
terms to Air Canada for the carrier's entire firm order of Embraer
aircraft.

On December 19, 2003, Air Canada announced that it had reached an
agreement in principle to purchase 45 Embraer aircraft. The
Embraer order consists of 45 firm 93-seat Embraer 190 aircraft.
Deliveries are scheduled to begin in November 2005. The order also
contemplates the potential for Air Canada to exercise options to
acquire 45 additional aircraft.

As announced, the purchase agreement is subject to a number of
conditions including financing on satisfactory commercial terms,
final documentation and requisite approvals.

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


AK STEEL: Plans to Increase Stainless Steel Prices by 3% in April
-----------------------------------------------------------------
AK Steel (NYSE: AKS) said it will increase the transaction prices
of all 200, 300 and 400 series stainless steel sheet, strip and
continuous mill plate products by approximately 3%, effective with
shipments April 4, 2004, and by an additional 3%, effective with
shipments May 2, 2004.  The increases will be accomplished through
one point reductions in the functional discount rate.

AK Steel said that the price increases are necessary because of
continuing increases in raw materials, energy and other input
costs that are not covered by the current alloy surcharges.

Headquartered in Middletown, AK Steel -- whose December 31, 2003
AK Steel's balance sheet shows a $52.8 million shareholders'
equity deficit -- produces flat-rolled carbon, stainless and
electrical steel products for automotive, appliance, construction
and manufacturing markets, as well as tubular steel products.  In
addition, the company produces snow and ice control products.


ALAMOSA: Returns to Nasdaq Market Under "APCS" Trading Symbol
-------------------------------------------------------------
Alamosa Holdings, Inc. (OTC Bulletin Board: ALMO), the largest
(based on number of subscribers) PCS Affiliate of Sprint (NYSE:
FON; PCS), which operates the largest all-digital, all-CDMA Third-
Generation (3G) wireless network in the United States, announced
that Alamosa's application for listing its common stock on the
Nasdaq National Market has been approved.  Alamosa common stock
was scheduled to begin trading on Monday, March 15, 2004, under
the ticker symbol "APCS," subject to the Company maintaining a $5
minimum bid.

"Our anticipated return to the Nasdaq National Market, where we
first began trading after our initial public offering (IPO) in
2000, provides Alamosa with greater recognition in the investor
community," stated David E. Sharbutt, Chairman and CEO of Alamosa
Holdings, Inc.  "Our new listing should offer our company and its
shareholders many advantages of a broader market including:
liquidity to our shareholders, increased visibility on our
operating performance and inclusion among the list of many leading
companies that currently trade on the Nasdaq National Market," Mr.
Sharbutt concluded.

                         ABOUT ALAMOSA

Alamosa Holdings, Inc. (S&P, CCC+ Corporate Credit Rating,
Developing Outlook) is the largest (based on number of
subscribers) PCS Affiliate of Sprint (NYSE: FON, PCS), which
operates the largest all-digital, all-CDMA Third-Generation (3G)
wireless network in the United States. Alamosa has the exclusive
right to provide digital wireless mobile communications network
services under Sprint's PCS division throughout its designated
territory located in Texas, New Mexico, Oklahoma, Arizona,
Colorado, Utah, Wisconsin, Minnesota, Missouri, Washington,
Oregon, Arkansas, Kansas, Illinois and California. Alamosa's
territory includes licensed population of 15.8 million residents.


ALLIED SERVICES REHAB: Fitch Affirms Revenue Bonds Rating at BB+
----------------------------------------------------------------
Fitch Ratings affirms the 'BB+' rating on Allied Services
Rehabilitation Hospitals' (ASRH) approximately $25 million
outstanding Scranton-Lackawanna Health and Welfare Authority
revenue bonds (Allied Services Rehabilitation Hospitals project)
series 1994A. The obligated group is Allied Services
Rehabilitation Hospitals (ASRH), which consists of Allied Services
Institute of Rehabilitation Medicine and John Heinz Institute of
Rehabilitation Medicine. The Rating Outlook is Stable. The rating
affirmation reflects ASRH's improved operating performance,
favorable market position, low-cost structure relative to other
Pennsylvania rehabilitation services, and effective length of stay
management. ASRH has been able to return to profitability recently
since posting losses in fiscal 2001 due to rising utilization and
improved reimbursement under Medicare prospective payment system
(PPS). For fiscal years ending 2002 and 2003, operating margins
were 0.8% and 4.3%, respectively, and 8.5% through the seven
months ended Jan. 31, 2004. ASRH has received improved
reimbursement under the Medicare PPS since July 1, 2002 which has
provided increased reimbursements per discharge due to the
hospital's higher patient acuity levels and effective cost
management. Admission levels have been stable over the past 4
years, up through 7 months of fiscal 2004.

Fitch's primary credit concerns are ASRH's weak historical
financial profile, exposure to changes in Medicare reimbursement,
historic and financial losses at the system-wide level until
recently, and the nationwide nursing shortage, especially at its
non-obligated nursing home. Despite recent operating improvements,
ASRH's liquidity levels remain weak with 75 days cash on hand and
cash to debt of 50% at fiscal year-end 2003. Allied's high
reliance on Medicare payors exposes the system to any adverse
changes in the reimbursement methodology.

Financial performance at the system-wide level has historically
been weak averaging a negative 4.5% operating margin from fiscal
2001-2003, which was mainly due to losses at its affiliated
nursing home. The nursing home has recently been able to reduce
losses; however, faces challenges with its nursing staff. Through
the 6 months ended December 2003, operating margins for the system
were 3.5%, due to improvement at other non-obligated group
members. Additionally, the obligated group's defined benefit
contribution pension plan's costs have exceeded expectations, and
was underfunded by $8.3 million (of $26 million in obligations) at
6/30/03. Management expects to contribute a total $1.5 million in
fiscal 2004.

Fitch's outlook is stable due to the lack of competition ASRH
faces in its service area, and to its recent financial stability.
ASRH continues to be the only freestanding rehabilitation hospital
in both Lackawanna County and Luzerne County, and has a good
referral network with nearby hospitals. However, Fitch feels
management will continue to be challenged in maintaining the
improved financial profile of the whole system. ASRH has no major
capital plans for the foreseeable future.

Allied Services Institute of Rehabilitation Medicine is located in
Scranton (Lackawanna County), PA and John Heinz Institute of
Rehabilitation Medicine is located in Wilkes-Barre (Luzerne
County), PA. Located approximately 120 miles from Philadelphia,
the hospitals together operate 211 rehabilitation beds. Disclosure
to Fitch has been adequate in terms of content and timeliness.
There is not a separate audit committee, and ASRH does not have a
policy to rotate auditors.


AMERCO: Successfully Emerges From Chapter 11 Bankruptcy
-------------------------------------------------------
AMERCO (Nasdaq: UHALQ), the parent company of U-Haul
International, the nation's leader in the do-it-yourself household
moving industry, has completed the necessary steps to effect its
Plan of Reorganization and has successfully emerged from its
Chapter 11 bankruptcy.

"This is a very positive result for our shareholders and lenders,"
stated Joe Shoen, Chairman of AMERCO. "When we filed our voluntary
petitions nine months ago, we said that our intention was to
restructure, on a consensual basis, over $1.2 billion in debt and
lease obligations with no dilution to equity holders. We have now
achieved that goal and are poised to enhance our leadership
position in the moving and storage industry. We could not have
achieved such positive results without the continued contribution
from our employees, the support of our customers, the cooperation
from our creditors and new lenders and the confidence of our
shareholders. We will continue to conduct operations in a manner
to merit this trust and support."

"With a strengthened balance sheet that includes new financing, we
are continuing to focus our attention on our core business of
helping families move across North America as the Company has done
so for over 58 years," added Shoen.

In conjunction with the emergence, AMERCO entered into a $550
million credit facility with a banking syndicate led and arranged
by Wells Fargo Foothill, a part of Wells Fargo & Company (NYSE:
WFC).

Under the Plan of Reorganization, the Company's creditors are paid
in full and its preferred and common stock is unimpaired by the
bankruptcy.

According to Richard Williamson, Regional Managing Director at
Alvarez & Marsal, Inc., "AMERCO's completion of the necessary
steps to effect its Plan or Reorganization marks the successful
culmination of months of effort on the part of the Company, its
stakeholders and its restructuring advisors." Alvarez and Marsal,
Inc., have served as the financial advisor to AMERCO since May
2003, with respect to its negotiations with creditors and in the
raising of exit financing and its capital restructuring.

AMERCO will hold its third quarter investor call on tomorrow,
March 17, 2003 at 10:30 a.m. Mountain Standard Time MST). To hear
a simulcast of the call over the Internet, or a replay, visit

                    http://www.amerco.com/

AMERCO is the parent company of Republic Western Insurance
Company, Oxford Life Insurance Company, Amerco Real Estate Company
and U-Haul, the nation's leading do-it-yourself-moving company
with a network of over 14,000 locations in all 50 United States
and 10 Canadian provinces. The 58-year old industry giant has the
largest rental fleet in the world, with over 93,500 trucks and
85,000 trailers. U-Haul has also been a leader in the storage
industry since 1974, with over 340,000 rooms and more than 33
million square feet of storage space and over 1000 facilities in
throughout North America.

Wells Fargo Foothill is a leading provider of senior secured
financing to middle-market companies across the United States and
Canada. It is part of Wells Fargo & Company, a diversified
financial services company with $388 billion in assets, providing
banking, insurance, investments, mortgage and consumer finance
from more than 5,900 stores and the Internet (wellsfargo.com)
across North America and elsewhere internationally. Wells Fargo
Bank, N.A. is the only "Aaa"-rated bank in the United States. For
more information, visit Wells Fargo Foothill on the Internet at

                    http://www.foothill.com/


AMERICAN HOSPITALITY: Hanify & King Tapped as Bankruptcy Counsel
----------------------------------------------------------------
American Hospitality Concepts, Inc., and its debtor-affiliates
want to employ Hanify & King, Professional Corporation as their
bankruptcy counsel.

The Debtors tell the U.S. Bankruptcy Court for the District of
Massachusetts, Eastern Division, that Hanify & King has
substantial experience and extensive knowledge and is well
qualified to represent them in their chapter 11 cases.

Hanify & King will:

   a) advise the Debtors with respect to its rights, powers and
      duties as debtors-in-possession in the continued conduct
      of their Chapter 11 is and the management of their assets;

   b) advise the Debtors with respect to any plan proposed by
      the Debtors and any other matters relevant to the
      formulation and negotiation of a plan or plans of
      reorganization in these cases;

   c) represent the Debtors at all hearings and matters
      pertaining to their affairs as debtors and debtors-in-
      possession;

   d) prepare on the Debtors' behalf all necessary and
      appropriate applications, motions, answers, orders,
      reports, and other pleadings and other documents, and
      review all financial and other reports filed in these
      chapter 11 cases;

   e) review and analyze the nature and validity of any liens
      asserted against the Debtors' property and advise the
      Debtors concerning the enforceability of such liens;

   f) advise the Debtors regarding their ability to initiate
      actions to collect and recover property for the benefit of
      the estate;

   g) advise and assist the Debtors in connection with any
      potential property dispositions;

   h) advise the Debtors concerning executory contract and
      unexpired lease assumptions, assignments and rejections
      and lease restructurings and recharacterizations;

   i) review and analyze various claims of the Debtors'
      creditors and the treatment of such claims and the
      preparation, filing or prosecution of any objections
      thereto;

   j) commence and conduct any and all litigation necessary or
      appropriate to assert rights held by the Debtors, protect
      assets of the Debtors' Chapter 11 estates or otherwise
      further the goal of completing the Debtors' successful
      reorganization other than with respect to matters to which
      the Debtors retains special counsel; and

   k) perform all other legal services and provide all other
      necessary legal advice to the Debtors as debtors-in-
      possession which may be necessary herein.

As of the Petition Date, Hanify & King held an unapplied $75,000
retainer. The Debtors do not disclose the firm's current hourly
rates.

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


AMERICAN PACIFIC: Seth Van Voorhees to Succeed David Keys as CFO
----------------------------------------------------------------
American Pacific Corporation (Nasdaq: APFC) announced that is
Chief Financial Officer, Executive Vice President, Secretary and
Treasurer, David N. Keys, has resigned as an officer and director
to pursue personal business interests.  The Company has named Seth
Van Voorhees, a long-time financial advisor to the Company, to
replace Mr. Keys as CFO, effective immediately.

"On behalf of the company, I want to thank David for his services
as CFO," said John R. Gibson, Chairman, President and CEO of
American Pacific. Mr. Gibson comments, that "David has been an
energetic member of our executive team and we wish him the best."

The new CFO, Mr. Van Voorhees, has held over the past 15 years
various investment banking positions specializing in the chemical
and advanced materials industries while employed at Merrill Lynch,
Paine Webber/UBS Warburg, Wasserstein Perella and most recently,
Young & Partners.

Mr. Van Voorhees holds a Ph.D. in chemistry from the University of
Pennsylvania and an MBA in finance from Columbia University.

"Seth brings a complementary skill set to American Pacific both on
the financial and industry sides," commented Mr. Gibson.
"American Pacific has successfully worked with Seth in the past.
We are confident in his ability to oversee the financial affairs
of American Pacific," stated Mr. Gibson.

American Pacific Corporation is a specialty chemical company that
produces products used primarily in space flight and defense
systems, automotive airbag safety systems, fire extinguishment
systems and explosives.  The company also designs and manufactures
environmental protection products and is involved in real estate
development.

                         *   *   *

As reported in the Troubled Company Reporter's March 8, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on Las Vegas, Nevada-based American Pacific Corp. to
'B+' from 'BB-'. The outlook is negative.

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


AMERIPATH: Releases Fourth Quarter & Full Year 2003 Results
-----------------------------------------------------------
AmeriPath, Inc., a leading national provider of cancer
diagnostics, genomics, and related information services, reported
its financial results for the fourth quarter and the year ended
December 31, 2003.

As noted in the consolidated financial statements, the merger of
AmeriPath on March 27, 2003, resulted in a new basis of accounting
for AmeriPath. In some cases, for ease of comparison purposes,
financial data for the period after the merger, March 28, 2003
through December 31, 2003, has been added to the financial data
for the period from January 1, 2003 through March 27, 2003
(predecessor period), to arrive at the 12-month combined period
ended December 31, 2003. The financial data for the period January
1, 2003 through March 27, 2003 include the results of the
predecessor operation for the period from January 1, 2003 through
March 31, 2003 since operating results for the two business days
from March 27, 2003 to March 31, 2003 are not material to either
period presented. This combined data may be referred to herein as
year 2003, 2003 or the combined twelve-month period ended December
31, 2003.

Net revenues for the fourth quarter of 2003 were $124.1 million
compared to $121.4 million in the fourth quarter of 2002. Net
revenues for the combined twelve-month period ended December 31,
2003 were $485 million compared to $478.8 million for the year
2002. Net revenues for the combined twelve-month period ended
December 31, 2003 were negatively impacted by charges to revenues
of $4.5 million for the combined twelve-month period ended
December 31, 2003 to reflect changes in our estimated contractual
allowances resulting from the analysis of our managed care
contracts.

Same store net revenue, excluding revenue from national labs, for
the fourth quarter of 2003 increased 3.4%, or $3.9 million when
compared to the fourth quarter of 2002. Same store net revenue,
excluding revenue from national labs, for the combined twelve-
month period ended December 31, 2003 increased 3.4%, or $15.2
million, when compared to the year ended December 31, 2002. For
the fourth quarter of 2003, national lab revenue was $0.3 million,
down from $4.8 million in the fourth quarter of 2002. For the
combined twelve-month period ended December 31, 2003, national lab
revenue was $4.3 million, down from $23.2 million for the year
ended December 31, 2002. This decline in national lab revenues is
consistent with the notice we received in late 2002 and our
previous financial statement disclosures that this business would
be lost.

EBITDA (earnings before interest, taxes, depreciation and
amortization), which is a non-GAAP financial measure, for the
fourth quarter of 2003 was $21.8 million compared to $18.8 million
for the fourth quarter of 2002. EBITDA, excluding merger-related
and restructuring costs of $15.7 million, $4.5 million of charges
to revenues to reflect changes in our estimated contractual
allowances and $6.5 million of increases in the provision for
doubtful accounts, for the combined twelve-month period ended
December 31, 2003 was $94.6 million and was $105.1 million for the
year ended December 31, 2002 excluding merger-related costs and
asset impairment and related charges of $5.6 million.

Cost of services for the fourth quarter of 2003 increased to $65.3
million (52.6% of net revenues) from $64.1 million (52.8% of net
revenues) in the fourth quarter of 2002. Cost of services for the
combined twelve-month period ended December 31, 2003 increased to
$251.9 million (51.9% of net revenues after charges; 51.5% of net
revenues before charges) from $238.6 million (49.8% of net
revenues) for the year ended December 31, 2002. The increase in
cost of services as a percentage of net revenues is primarily due
to increased medical malpractice costs and excess lab capacity.

Selling, general and administrative expenses for the fourth
quarter of 2003 decreased to $21.4 million (17.2% of net revenues)
from $22.3 million (18.4% of net revenues) in the fourth quarter
of 2002. Selling, general and administrative expenses for the
combined twelve-month period ended December 31, 2003 increased to
$87.3 million (18.0% of net revenues after charges; 17.8% of net
revenue before charges) from $84.9 million (17.7% of net revenues)
in the comparable period in 2002. The increases for the combined
twelve-month period ended December 31, 2003 are primarily due to
investments in information technology and expansion of the sales
and marketing efforts.

The provision for doubtful accounts for the fourth quarter of 2003
increased to $17.6 million (14.2% of net revenues) from $15.3
million (12.6% of net revenues) in the same period of 2002. The
provision for doubtful accounts for the combined twelve-month
period ended December 31, 2003 increased to $71.4 million (14.7%
of net revenues) from $58.2 million (12.2% of net revenues) in the
same period of 2002. The provisions for doubtful accounts for the
combined twelve-month period ended December 31, 2003 were
increased by charges of $6.5 million to reflect the net realizable
value of certain receivables based on our analysis of the ability
to collect historical revenues and billings associated with
clinical professional component ("CPC") services.

Net income for the fourth quarter of 2003 was $4.7 million
compared to net income of $7.1 million for the same quarter of
2002. The net income was negatively impacted by higher interest
expense of $10.6 million associated with the financing of the
merger with Welsh, Carson, Anderson and Stowe. Net income for the
combined twelve-month period ended December 31, 2003 was $5.4
million compared to net income of $44.6 million for the same
period in 2002. The net income was negatively impacted by merger-
related and restructuring costs of $15.6 million and higher
interest expense of $31.6 million associated with the financing of
the merger with Welsh, Carson, Anderson and Stowe.

In February of 2004, the Company issued an additional $75 million
of 10.5% senior subordinated notes due 2013 and reduced its
borrowings under the term loan facility to $125 million. At the
same time, the interest rate of the term facility and covenants of
the facility were modified.

More detailed information regarding the business, operations and
financial performance of the Company through December 31, 2003,
and related and other matters will be included in the Company's
Form 10-K for the combined twelve-month period ended December 31,
2003, which is expected to be filed with the SEC on March 19,
2004.

AmeriPath is a leading national provider of cancer diagnostics,
genomics, and related information services. The Company's
extensive diagnostics infrastructure includes the Center for
Advanced Diagnostics (CAD), a division of AmeriPath. CAD provides
specialized diagnostic testing and information services including
Fluorescence In-Situ Hybridization (FISH), Flow Cytometry, DNA
Analysis, Polymerase Chain Reaction (PCR), Molecular Genetics,
Cytogenetics and HPV Typing. Additionally, AmeriPath provides
clinical trial and research development support to firms involved
in developing new cancer and genomic diagnostics and therapeutics.

                         *   *   *

As reported in the Troubled Company Reporter's February 16, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
secured bank  loan rating and its recovery rating of '2' to
anatomic pathology  laboratory AmeriPath Inc.'s proposed $190
million, six-year credit  facility. A recovery rating of '2'
indicates the likelihood of  substantial recovery of principal
(80%-100%) in the event of a  default.

Standard & Poor's also assigned its 'B-' subordinated debt rating
to the company's proposed $75 million, 10-year senior subordinated
note issue. At the same time, Standard & Poor's affirmed its 'B+'
corporate credit rating on AmeriPath. The outlook is stable.

"The speculative-grade ratings reflect concern with AmeriPath's
aggressive growth through acquisitions in the U.S. market for
anatomic pathology services, a niche segment of the diagnostic
services market that is subject to reimbursement risks and
competitive uncertainties," said Standard & Poor's credit analyst
Jordan Grant. "The ratings also reflect new management's challenge
to improve performance, while saddled with a debt burden related
to a 2003 LBO."


AMKOR TECHNOLOGY: Closes $250 Million Senior Debt Offering
----------------------------------------------------------
Amkor Technology, Inc. (Nasdaq: AMKR) has closed an offering of
$250 million of its 7 1/8% Senior Notes due 2011.

The 7 1/8% Senior Notes were sold to qualified institutional
buyers in reliance on Rule 144A and outside the United States in
compliance with Regulation S under the Securities Act of 1933.
The 7 1/8% Senior Notes have not been registered under the
Securities Act of 1933, as amended, and may not be offered or sold
in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.

$169 million of the net proceeds of the Senior Notes will be used
to prepay the entire term loan outstanding under Amkor's senior
secured credit facility.  The remaining proceeds will be used for
general corporate purposes.

In connection with prepayment of the term loan, Amkor will incur a
non-recurring charge of $2.9 million in the first quarter of 2004
consisting of $1.7 million for the early payment of the loan and a
$1.2 million non-cash charge for amortization of deferred debt
issuance costs.

"This senior notes financing allows Amkor to take advantage of a
favorable interest rate environment, while also providing the
company with improved liquidity and greater flexibility to pursue
our strategic growth initiatives," said Ken Joyce, Amkor's chief
financial officer.

                        About Amkor

Amkor Technology, Inc. (Nasdaq: AMKR) is a leading provider of
contract semiconductor assembly and test services.  The company
offers semiconductor companies and electronics OEMs a complete set
of microelectronic design and manufacturing services.  More
information on Amkor is available from the company's SEC filings
and on Amkor's web site: http://www.amkor.com/

                         *   *   *

As reported in the Troubled Company Reporter's March 11, 2004
edition, Standard & Poor's Ratings Services assigned its 'B'
rating to  Amkor Technolgy Inc.'s $250 million senior unsecured
notes due 2014 and affirmed its 'B' corporate credit on the
company and its other ratings. West Chester, Pa.-based Amkor is
expected to use the proceeds of the notes issue in part to repay
its $170 million term loan and to bolster cash balances. The
outlook is stable.

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


ARCHIBALD CANDY: Reaffirms March 30 Bid Deadline for April Auction
------------------------------------------------------------------
As previously reported, the U.S. Bankruptcy Court for the Northern
District of Illinois approved bidding procedures on February 19,
2004 in connection with sale of certain assets relating to Fannie
May and Fanny Farmer. These bidding procedures set March 30, 2004
as the deadline for receipt of bids for an auction to be held on
April 1, 2004. The date for the court hearing to approve the sale
is April 2, 2004.

The bidding procedures allow parties interested in purchasing
selected assets of Archibald Candy Corporation to do so as long as
Archibald will obtain greater value from such offers than under
the $18 million offer submitted by Alpine Confections. As a
result, parties interested in submitting a competing proposal will
have the opportunity to bid for the Intellectual Property (i.e.,
the Fannie May and Fanny Farmer brand names), and 31 company-owned
retail stores, either as two separate lots or as a combined
package. Parties interested in purchasing only certain real estate
assets are encouraged to submit a good faith, non-binding
indication of interest by March 23, 2004.

Archibald Candy Corporation directs any interested parties to
contact Paragon Capital Partners LLC, the only investment banking
firm that has been approved by the Bankruptcy Court, the Company
and the Ad Hoc Bondholder Committee to market the company's assets
in accordance with Section 363 of Chapter 11 of the U.S.
Bankruptcy Code.

Parties interested in exploring a potential acquisition of these
assets are directed to contact Michael Levy of Paragon Capital
Partners at 212-894-0275 or by email at mlevy@paragoncp.com .
Paragon Capital Partners is located at 450 Park Avenue, Suite
2500, New York, New York 10022.


ARMSTRONG: Gets Nod to Assume WAVE Pacts for AWI Grid Products
--------------------------------------------------------------
Armstrong World Industries, Inc., sought and obtained the Court's
authority to assume:

       (a) a support agreement between Worthington Armstrong
           Venture and AWI;

       (b) a supplemental agreement among Armstrong Ventures,
           Inc., Worthington Ventures, Inc., and AWI;

       (c) a trademark license agreement between AWI and WAVE;
           and

       (d) a sales representation agreement between AWI and
           WAVE.

AWI included the Trademark and License Agreement and the
Supplemental Agreement with WAVE as executory contracts to be
assumed pursuant to the Plan.  However, AWI inadvertently
neglected to list the Sales Representation Agreement and the
Support Agreement in the Plan exhibit.

                       The WAVE Agreements

On March 23, 1992, Armstrong Ventures, a wholly owned subsidiary
of AWI, and Worthington Ventures, a wholly owned subsidiary of
National Rolling Mills, signed an agreement to form WAVE as a
joint venture.  WAVE was formed to construct, equip and sell grid
and related items for suspended ceiling systems.

Concurrently with Armstrong Ventures' entry into the Joint Venture
Agreement, AWI signed the WAVE Agreements and a guarantee
agreement whereby AWI unconditionally guaranteed to National
Rolling Mills and Worthington Ventures the full and prompt payment
and performance of all financial obligations of Armstrong Ventures
arising under the Joint Venture Agreement and related agreements.

                 The Supplemental Agreement

Pursuant to the Supplemental Agreement, AWI and National Rolling
Mills agreed to make available to WAVE their current grid business
systems subject to certain terms and conditions.  The principal
terms of the Supplemental Agreement as it relates to AWI are:

       * Contribution of Current Grid Business: AWI and National
         Rolling Mills will contribute their current grid
         business systems to WAVE.

       * Cash Contribution: AWI will make available to Armstrong
         Ventures, and National Rolling Mills will make available
         to Worthington Ventures, funds that are required in
         connection with the capital contributions of Armstrong
         Ventures and Worthington Ventures pursuant to the Joint
         Venture Agreement.  AWI and National Rolling Mills have
         the option of making additional capital contributions
         to Armstrong Ventures and Worthington Ventures.

       * Retention of Certain Items: National Rolling Mills and
         AWI will retain certain items, which are not
         contributed to WAVE:

              (i) cash;

             (ii) accounts receivable;

            (iii) land and buildings, although WAVE may lease
                  properties from National Rolling Mills or AWI;
                  and

             (iv) existing liabilities, with the exception of
                  those relating to compliance with purchase
                  orders and sale orders that were contributed
                  to, and accepted by, WAVE.

       * Warranty: National Rolling Mills and AWI will retain
         the responsibility for any warranty claims made with
         respect to grid products sold by it before the
         effective date of the Joint Venture Agreement.  WAVE,
         however, is responsible for handling warranty claims
         provided that the party responsible for those claims
         reimburses WAVE for its out-of-pocket costs -- with
         the exception of employee salaries.

       * Environmental Liabilities: WAVE will assume
         responsibility for certain environmental liabilities
         caused by the operation of WAVE on or after the
         effective date of the Joint Venture Agreement and is
         obligated to indemnify, defend and hold harmless AWI
         and National Rolling Mills from all costs resulting
         from those liabilities.  National Rolling Mills and
         AWI, however, will retain the liability for any
         environmental impairment that may have existed before
         the Joint Venture Effective Date, as well as any
         environmental impairment that does not arise from the
         operation of WAVE.

       * Employees: The Supplemental Agreement contains the
         terms and treatment of AWI and National Rolling Mills
         employees that are selected to work for WAVE.

       * Sales: AWI's sales force will be responsible for the
         sale of the Grid Products, although WAVE may employ
         additional sales representatives as needed.

       * Agreement to Enter into Support Agreements: AWI and
         National Rolling Mills may enter into support
         Agreements pursuant to which each company will provide
         administrative, advertising and product development
         assistance to WAVE.

       * Armstrong Trademark: The Supplemental Agreement
         entitles WAVE to use the "Armstrong" name and trademark
         and provides that AWI will enter into a separate
         Trademark License Agreement that will govern the terms
         of that use.

       * Non-Competition: The parties agree that neither will
         compete with the other in respect of any grid business
         sales and that each will bring to the attention of WAVE
         any business opportunities specifically relating to
         grid systems.  Nothing in the Supplemental Agreement
         otherwise obligates the parties to bring any other
         business opportunities to the attention of WAVE.

                 The Trademark License Agreement

The Trademark License Agreement allows WAVE to use the "Armstrong"
trademark only in connection with the Grid Products.  The
principal terms of the Trademark License Agreement are:

       * License: WAVE is granted a non-exclusive license to
         use the "Armstrong" trademark so long as the Grid
         Products are manufactured in accordance with the
         directions and specifications provided by AWI at
         certain specific times.

       * Inspection Duties: WAVE is obligated to provide AWI
         on a periodic basis:

              (i) copies of advertising materials in which the
                  "Armstrong" trademark is used by WAVE; and

             (ii) samples of products to be sold under the
                  "Armstrong" trademark.

       * Termination: The Trademark License Agreement will
         terminate in the event of the dissolution of WAVE or
         in the event that the interest of Armstrong Ventures
         in WAVE is transferred to a third party that is not
         affiliated with AWI.  Within six months after
         termination, WAVE is obligated to remove the
         "Armstrong" trademark from any and all WAVE products.
         However, WAVE is entitled to finish selling any
         products that already bear the "Armstrong" trademark.

       * Ownership by AWI: AWI will retain all ownership
         interests in the "Armstrong" trademark.

                       The Guaranty

In accordance with the Plan, the Armstrong Guarantee will be
reinstated and otherwise treated as an Allowed Class 10 Subsidiary
Debt Guarantee Claim upon Plan confirmation.

                    The Support Agreement

AWI agrees to provide administrative, management and other support
to WAVE.  The principal terms of the Support Agreement are:

       * Services to be Provided: If requested by WAVE, AWI will
         assist in:

              (i) hiring and providing benefits to WAVE
                  personnel;

             (ii) arranging for desirable insurance coverage.
                  However, premiums and deductibles will be
                  paid by WAVE or will be prorated between the
                  parties if the insurance obtained also covers
                  AWI;

            (iii) providing cash management services; and

             (iv) providing administrative, advertising,
                  research and development and credit and
                  collection services.

       * Provision of Employees: The parties may agree to have
         AWI "lease" AWI employees to WAVE.  In the event AWI
         provides benefits services to WAVE, the parties will
         agree on a reasonable cost for AWI to be paid and
         reimbursed.  The employment and management of the
         employees are AWI's responsibility.  WAVE, however,
         has the entire proprietary right to the work performed
         by any personnel "leased" by AWI.  The Support
         Agreement distinguishes between "direct employees"
         -- those who are assigned on a full-time basis to
         WAVE -- and "indirect employees" -- those who work
         primarily for AWI, but who work for WAVE when the
         need arises.

       * Expenses: Subject to certain provisions in the Support
         Agreement, all expenses incurred by AWI in the
         performance of its obligations under the Support
         Agreement will be paid or reimbursed by WAVE.  Debts to
         third parties are the obligations of WAVE.  AWI is
         reimbursed for expenses associated with the direct
         employees, not for wages or benefits provided to
         indirect employees.  The Support Agreement also
         delineates a means of apportioning out-of-pocket
         expenses and other costs and allows the parties to
         renegotiate a different method of apportionment.

       * Indemnification: WAVE agrees to indemnify AWI for any
         act or omission of a direct employee arising in
         connection with WAVE's obligation.

       * Termination: The Support Agreement will terminate:

              (i) upon the dissolution of WAVE;

             (ii) in the event that neither AWI nor an
                  affiliate of AWI is a member of WAVE; or

            (iii) by mutual agreement of the parties.

         To the extent the parties terminate the agreement
         upon dissolution of WAVE or in the event that neither
         AWI nor its affiliate is a member of WAVE, AWI is
         obligated to provide services for a reasonable period
         not to exceed six months.

                  Sales Representation Agreement

AWI agrees to be WAVE's agent in connection with WAVE's sale of
the Grid Products.  The principal terms of the Sales
Representation Agreement are:

       * Duties: AWI will attempt to sell the Grid Products,
         employ salespersons as may be appropriate, and service
         the sales made on behalf of WAVE in the same manner
         that it services sales made on its behalf.  AWI
         agrees to make all reasonable efforts to obtain
         business for WAVE to the same extent it does for AWI
         exclusively.

       * Pricing: All pricing and terms of any agreement between
         WAVE and its customers will be under the exclusive
         control of WAVE.

       * Sales Fee: AWI will receive a fee for its services.
         The fee is based on a fair and reasonable allocation of
         costs and expenses of the sales staff between AWI's
         business and WAVE's business.

       * Claims: AWI will report to WAVE any claims that it
         receives on account of its sale of the Grid Products.
         WAVE is responsible for handling the claims.

                     The WAVE Credit Facility

On October 13, 1999, WAVE entered into a Credit Agreement with
Bank One, NA, pursuant to which Bank One agreed to provide WAVE
with a term loan for $50 million.  The extension of credit by Bank
One to WAVE under the Credit Facility was subject to the existence
and continued effectiveness of the Joint Venture Agreement and
"other operative documents or Material Contracts" related to the
joint venture, including the WAVE Agreements.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., Weil, Gotshal &
Manges LLP and Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors in in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities. (Armstrong Bankruptcy News, Issue
No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ASTROPOWER INC: Court Approves $15 Million+ Sale of U.S. Assets
---------------------------------------------------------------
AstroPower, Inc. (OTC:APWRQ.PK) announced the US Bankruptcy Court
presiding over AstroPower's Chapter 11 proceeding approved the
sale of most of AstroPower Inc.'s US business assets to General
Electric Company's designee Heritage Power LLC.

The sale price was $15 million cash plus the assumption of certain
liabilities. The sale is expected to close by the end of March.

                    About AstroPower

Headquartered in Newark, Delaware, AstroPower manufactures solar
electric power products, and is a leading provider of solar
electric power systems for the mainstream residential market.
AstroPower develops, manufactures, markets and sells a range of
solar electric power generation products, including solar cells,
modules and panels, as well as its SunChoice pre-packaged systems
for the global marketplace. Solar electric power systems provide a
clean, renewable source of electricity in both off-grid and on-
grid applications. More information at http://www.astropower.com/


BAY VIEW CAPITAL: Unit President James A. Badame Resigns
--------------------------------------------------------
Bay View Capital Corporation announced that James A. Badame,
President of Bay View Acceptance Corporation ("BVAC"), the
Company's automobile finance subsidiary, will resign for personal
reasons effective March 19, 2004.  The Company has retained a
recruiting firm to search for Mr. Badame's replacement.
Until his replacement is found, Charles G. Cooper, the Company's
President and Chief Executive Officer, will serve as interim
President of BVAC.

Bay View Capital Corporation is a financial services company
headquartered in San Mateo, California and is listed on the NYSE:
BVC.  For more information, visit http://www.bayviewcapital.com/

As reported in Troubled Company Reporter's January 29, 2004
edition, Bay View Capital Corporation announced fourth quarter
earnings and announced that it has discontinued its use of the
liquidation basis of accounting and re-adopted the going concern
basis of accounting effective October 1, 2003.

From September 30, 2002 through September 30, 2003, the Company
reported its results under the liquidation basis of accounting
because the Company had adopted a Plan of Dissolution and
Stockholder Liquidity in October 2002, pursuant to which the
Company would sell all of its assets, pay all of its liabilities,
then distribute the proceeds to the Company's stockholders and
then dissolve.  As previously announced during the fourth quarter,
the Company's Board of Directors amended the Plan to become a
plan of partial liquidation under which the Company will complete
the liquidation of the assets and satisfaction of the liabilities
of Bay View Bank, N.A., remaining after the Bank's September 30,
2003 dissolution, distribute the proceeds to its stockholders
through a series of cash distributions, and continue to operate
its auto finance subsidiary, Bay View Acceptance Corporation, on
an ongoing basis.  In accordance with the amended plan, the
Company made an initial cash distribution of $4.00 per share to
its stockholders on December 30, 2003.


BESS EATON: Selling Assets to Wendy's Int'l. for $35,520,000
------------------------------------------------------------
Bess Eaton Donut Flour Company Incorporated is asking the U.S.
Bankruptcy Court for the District of Rhode Island to approve the
sale of substantially all of its operating business assets and
related real estates, free and clear of claims, liens, interests
and encumbrances.

The Debtor reports that on February 27, 2004, the Debtor,
Gencarelli and Wendy's International, Inc., executed the Asset
Purchase Agreement for the purchase of the assets for $35,520,000.
The Debtor points out that this chapter 11 case was commenced to
effectuate the sale and provide for the claims of Debtor's
creditors and Gencarelli's.

Of the aggregate purchase price, $28,882,302 has been allocated
fir the Gencarelli Locations, and $6,637,698 for the Bess Eaton
assets.

Excluded from the proposed sale are the commercial bakery facility
and equipment therein and the office building owned by Bess Eaton
in Westerly, Rhode Island.  Wendy's International, as the
purchaser, is required to post $500,000 cash deposit under the
Agreement.

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


BETHLEHEM STEEL: Court Amends Adversary Proceeding Protocol
-----------------------------------------------------------
The Court amends its ruling approving the Bethlehem Steel Debtors'
Prosecution of Preference Actions Procedures to provide that:

A. The time to file proof of service of the summons and complaint
   in any Preference Action under Local Bankruptcy Rule 9078-1
   will be extended from three days to 90 days from the date of
   service;

B. With respect to the settlement of any Preference Action where
   the amount demanded is less than $10,000, the Debtors will be
   authorized to consummate the proposed settlement without Court
   order or giving notice to, or receiving consent from, any
   other party;

C. With respect to the settlement of any Preference Action where
   the amount demanded is greater than $10,000 but less than
   $1,500,000, the Debtors will provide 10 days' notice of any
   proposed settlement by overnight mail, fax, or e-mail solely
   to the Official Committee of Unsecured Creditors and the
   Office of the United States Trustee.  If no written objection
   is received from the Committee or the U.S. Trustee within the
   10-day period, the Debtors will be authorized to consummate
   the proposed settlement without Court order or consent of any
   other party;

D. With respect to the settlement of any Preference Action where
   the amount demanded is $1,500,000 or greater, the Debtors will
   be required to move for Court approval of the settlement
   pursuant to Rule 9019 of the Federal Rules of Bankruptcy
   Procedure upon limited notice to the Committee, the U.S.
   Trustee and the defendant in that particular Preference
   Action;

E. Where an adversary proceeding has been commenced, upon
   consummation of the settlement as provided, the Debtors will
   dismiss the Preference Action:

   (a) by the filing of a Notice of Dismissal if no answer has
       been filed; and

   (b) by the filing of a Stipulation of Dismissal if an answer
       has been filed;

F. These provisions will apply to any of the Debtors' Preference
   Actions including any settlements executed before March 3,
   2004;

G. The Debtors will submit to the Court, the Committee, the
   Liquidating Trustee and the U.S. Trustee a status report
   setting forth the Preference Actions settled and the amount of
   each settlement;

H. As of December 31, 2003, the Liquidating Trust will be deemed
   substituted as plaintiff in all of the then pending Preference
   Actions; and

I. As of December 31, 2003, the law firm of Kramer Levin
   Naftalis & Frankel, LLP will be substituted for the law firm
   of Weil, Gotshal & Manges LLP with respect to certain cases
   without the need for filing any further documentation.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- is the second-
largest integrated steelmaker in the United States, manufacturing
and selling a wide variety of steel mill products including hot-
rolled, cold-rolled and coated sheets, tin mill products, carbon
and alloy plates, rail, specialty blooms, carbon and alloy bars
and large diameter pipe.  The Company filed for chapter 11
protection on October 15, 2001 (Bankr. S.D.N.Y. Case No. 01-
15288).  Jeffrey L. Tanenbaum, Esq., and George A. Davis, Esq., at
WEIL, GOTSHAL & MANGES LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $4,266,200,000 in total assets and
$4,420,000,000 in liabilities. (Bethlehem Bankruptcy News, Issue
No. 52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


BIOPHAGE: Needs to Secure Funds to Continue as a Going Concern
--------------------------------------------------------------
Biophage Pharma Inc. (TSX:BUG.V), a Canadian biopharmaceutical
company, reported its financial results for the fiscal year ended
November 30, 2003.

During Fiscal 2003, despite a difficult industry environment,
Biophage continued to pursue the development of new therapeutic
and diagnostic products for the management of life-threatening
diseases in two large potential targeted markets, anti-infective
and anti-inflammatory. Moreover, the Corporation continued to
expand its contract research organization division raising its
contract revenues to $1.35 million, a 22.5% increase over fiscal
2002. This important increase in revenues was mainly due to the
sustained ramp-up of beryllium testing activities.

In Spring 2003, Biophage streamlined and refocused its activities
in order to reduce its burn rate, awaiting a general improvement
in the market for small-cap biotech companies. These steps
protected both the integrity of Biophage and the long-term value
for the Corporation's shareholders.

"Fiscal 2003 was a challenging year for the Corporation and for
the biotechnology sector in general. However, Biophage's capacity
to increase its revenues, collaborate with government agencies on
funded research programs and reduce its overhead expenses has
allowed us to be well positioned to move quickly as the market
environment improves. The recent down-sizing in the biotech
industry has created new opportunities and Biophage is ready to
build a stronger pipeline of new therapeutic and diagnostic
products and take them closer to commercialisation," declared Mr.
Elie Farah, Chief Executive Officer of Biophage Pharma Inc.

Contract revenues for the year ended November 30, 2003 increased
to $1,347,291 compared with $1,100,074 in 2002. This substantial
growth was mainly due to the continuous ramp-up of beryllium
testing activities since their inception in 2002. Investment
income for 2003 decreased to $14,825, compared with $29,007 in
2002, resulting from lower average cash balances in the current
year.

Research and development costs for 2003, before tax credits,
decreased to $835,205 compared with $1,233,634 in 2002. During
2003, management decided to limit spending on R&D activities in
order to maintain its cash position.

Research and development tax credits were $249,388 in 2003 and
$436,636 in 2002, representing 30% and 36% of the costs for 2003
and 2002 respectively. The reduction of tax credits for the year
was attributable to an increase in non-admissible expenses for
Quebec tax credit as well as a decrease of the tax credit rate
from 40% to 35% in June 2003.

Costs of contracts for 2003 amounted to $814,740 compared to
$772,426 in 2002, representing 60% and 70% of contract revenues,
respectively. The decrease was mainly due to a major increase in
gross margin generated by the beryllium testing activities.

General and administrative expenses totalled $905,871 in 2003,
compared to $1,095,112 in the same period last year, a 17%
reduction. This reflected management's decision to lower the
corporate burn rate.

Amortization of intangible assets for 2003 increased to $126,205
as compared to $92,248 for the same period in 2002, resulting from
management decision to accelerate the amortization of certain
assets following the on-going review of the Corporation's
intellectual property portfolio due to the 2003 cash constraints.
Amortization of capital assets totalled $76,746, compared with
$85,994 in 2002.

Biophage's net loss for the year ended November 30, 2003 amounted
to $1,152,992 or $0.04 per share compared to a net loss of
$1,738,244 or $0.07 per share for the year ended November 30,
2002.

At November 30, 2003, Biophage had cash, cash equivalents and
temporary investments of $848,333 compared to $1,447,705 at
November 30, 2002. The decrease was mainly due to spending related
to the operating activities for 2003.

Cash flow used in operating activities averaged $76,480 per month
in 2003 on a year-to-date basis, as compared to $129,942 in 2002,
a 41% decrease related to the general reduction of expenses.

During 2003, Biophage raised net proceeds of $188,286 through a
private placement of 600,000 shares at $0.31667 and the exercise
of 18,000 stock options at a purchase price of $0.14 per share.
The Corporation reduced its long-term debt to $40,277 on November
30, 2003 from $86,087 at the end of 2002.

In 2004, the Corporation will seek additional funding in order to
pursue its anti-infective and anti-inflammatory programs. In the
short term, Biophage's priority is to enhance its data,
demonstrating in-vivo effectiveness of its technologies, while
increasing its revenues, controlling costs and securing additional
funding. The consolidated financial statements also include a
going concern assumption note as the Corporation's ability to
continue operating as going concern is dependant on its raising
additional financing and achieving and maintaining profitable
operations.

Biophage Pharma -- http://www.biophage.com/--is a Canadian
biopharmaceutical company engaged in the development of new
therapeutics in two core domains: the treatment of antibiotic-
resistant infections in livestock and inflammatory diseases in
humans. Founded in 1995, Biophage is located at the Biotechnology
Research Institute in Montreal and employs 16 people, including a
team of 13 researchers. Through an active research and development
program, as well as in-licensing and collaboration agreements,
Biophage is building a portfolio of promising new therapeutics.


BOOTS & COOTS: Q4 & FY 2003 Conference Call Set for March 25
------------------------------------------------------------
Boots & Coots International Well Control, Inc. (Amex: WEL), a
global prevention, emergency response and restoration company for
the oil and gas industry, provided the following
operational updates and earnings call schedule.

Boots & Coots has been awarded a two-year contract from the Oil
and Natural Gas Commission (ONGC) of India.  The SafeGuard
contract is for training, inspection and blowout control for
ONGC's 28 offshore rigs and 94 land rigs.  Under the terms of the
contract, Boots and Coots will train 30 ONGC engineers in Houston,
and then send two engineers to provide training in India at ONGC's
six regional centers.  The contract, which is expected to commence
the beginning of the second quarter of 2004, also provides for the
inspection of, and suggestion of remedial measures for, all of
ONGC's well control equipment.

The company also stated that, pending the transition to the new
contract for the Restore Iraqi Oil (RIO) program in Iraq, it has
temporarily demobilized its personnel in the region.  The company
remains positioned to respond immediately, however, whenever an
emergency arises in Iraq.

"While this delay in redeployment was unanticipated, it occurs
during a period when our domestic response business has improved,"
said Jerry Winchester, Chief Executive Officer of Boots & Coots.
"Additionally, the prevention side of our business continues to
grow, especially in Venezuela and North Africa.  We also expect
our expanded relationship with ONGC to create additional
opportunities for us in Asia.  We have spent the last five years
developing a strategy to build the prevention side of our
business, and as a result our prevention services revenues have
increased approximately 50 percent over the past year."

The company will hold a conference call to discuss fourth quarter
and year-end results for 2003 on Thursday, March 25, at 2:00 pm
Central Time (3:00 pm Eastern Time).  The dial-in number for the
call is 800-901-5241, passcode Boots & Coots.  A transcript of the
call will be available on the investor relations page of the
company's Web site within 24 hours of the call.

                        About Boots & Coots

Houston, Texas-based Boots & Coots International Well Control,
Inc. -- whose September 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $2 million -- provides a
suite of integrated oilfield services centered on the prevention
of and emergency response to blowouts and well fires around the
world and the restoration of affected wells to production.  Boots
& Coots' proprietary risk management program, WELLSURE(R),
combines traditional well control insurance with post-event
response and preventative services, providing oil and gas
operators and insurance underwriters a medium for effective
management of well control insurance premiums, claims and
payments.  The company's SafeGuard program, developed for regional
producers and operators sponsored by Boots & Coots, provides
dedicated emergency response services, risk assessment and
contingency planning, and continuous training and education in all
aspects of critical well management.  For more information, visit
the company's web site at http://www.bncg.com/


BOND TRANSFER CO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bond Transfer Company, Inc.
        5501 Belle Grove Road
        Baltimore, Maryland 21225

Bankruptcy Case No.: 04-14910

Type of Business: The Debtor offers Full Truckload service,
                  delivery of oversized loads and International
                  Specialized transportation services.

Chapter 11 Petition Date: March 1, 2004

Court: District of Maryland (Baltimore)

Judge: E. Stephen Derby

Debtor's Counsel: J. Daniel Vorsteg, Esq.
                  Whiteford, Taylor & Preston L.L.P.
                  7 Saint Paul Street
                  Baltimore, MD 21202

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Bond Logistics, LLC           Trade debt                $312,000
5501 Belle Grove Road
Baltimore, MD 21225-3304

Ryder Transportation          Trade debt                $148,360
Services

Penske Truck Leasing Co.      Trade debt                $145,804

CitiCapital Trailer Rental    Trade debt                $128,914

Amerada Hess Corp.            Trade debt                $113,691

American Express              Trade debt                $125,000

Fidelity Insurance Company    Trade debt                $106,655

Cananwill, Inc.                                          $87,269

AMI Leasing                   Trade debt                 $82,664

Internal Revenue Service      Trade debt                 $67,213

Carroll Independent Fuel Co.  Trade debt                 $55,161

Lincoln Farms, Inc.           Trade debt                 $35,600

ECBM                          Trade debt                 $33,731

IWIF                          Trade debt                 $18,049

Internal Revenue Service      Trade debt                 $21,791

K.W. Restall Oil Company      Trade debt                 $17,594

American Management Services  Trade debt                 $16,000
Inc.

Chesapeake Industrial         Trade debt                 $14,639
Leasing Company, Inc.

Creative Systems Corp.        Trade debt                 $12,320

CRW Parts, Inc.               Trade debt                 $11,698


CABLE SATISFACTION: Creditors to Discuss Plan Amendments Today
--------------------------------------------------------------
Richter & Associes Inc., in its capacity as Monitor and Interim
Receiver of Cable Satisfaction International Inc. pursuant to
proceedings filed by Cable Satisfaction International Inc. under
the Companies' Creditors Arrangement Act, received, on
March 12, 2004, written notice from the attorneys for the
Noteholder Committee stating that certain amendments to the
Amended and Restated Plan of Arrangement and Reorganization would
be put before the creditors at the upcoming Meeting of Creditors
scheduled for today, at 10:30 a.m. at the offices of Richter.

The written advice of the Noteholder Committee and the proposed
amendments to the Plan relating thereto are available on Richter's
Web site at http://www.richter.ca/


CALPINE CORP: Prices CalGen Term Loans and Secured Notes
--------------------------------------------------------
Calpine Corporation (NYSE: CPN) announced that its wholly owned
subsidiary Calpine Generating Company, LLC (CalGen), formerly
Calpine Construction Finance Company II, LLC (CCFC II), has priced
its offering of secured institutional term loans and secured
notes.  Calpine will realize total proceeds from the offering in
the amount of $2.405 billion, before transaction costs and fees.
The offering, which is expected to close on March 23, 2004, will
include:

        --  $835 million in combination of non-recourse Super
            Priority Floating Rate Secured Institutional Term
            Loans and Notes Due 2009 priced at Libor plus 375
            basis points, with a Libor floor of 125 basis points;

        --  $740 million in combination of non-recourse Floating
            Rate Senior Secured Institutional Term Loans and Notes
            Due 2010 priced at Libor plus 575 basis points, with a
            Libor floor of 125 basis points;

        --  $680 million of non-recourse Floating Rate Secured
            Notes Due 2011 priced at Libor plus 900 basis points,
            with a Libor floor of 125 basis points; and

        --  $150 million of non-recourse Fixed Rate Secured Notes
            Due 2011 priced at 11.50%.

The term loans and secured notes described above will in each case
be secured, through a combination of direct and indirect stock
pledges and asset liens, by CalGen's 14 power generating
facilities and related assets located throughout the United
States, and the lenders' recourse will be limited to such
security.  None of the indebtedness will be guaranteed by Calpine
Corporation.

Net proceeds from the offerings will be used to refinance amounts
outstanding under the $2.5 billion CCFC II credit facility, which
matures in November 2004, and to pay fees and transaction costs
associated with the refinancing.  Current outstanding indebtedness
and letters of credit under the CCFC II credit facility total
approximately $2.3 billion.

The secured institutional term loans will be placed in the
institutional term loan market.  The secured notes will be offered
in a private placement under Rule 144A, have not been registered
under the Securities Act of 1933, and may not be offered in the
United States absent registration or an applicable exemption from
registration requirements.

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/


CLB PUBLISHERS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CLB Publishers, Inc.
        10580 Metropolitan Avenue
        Kensington, Maryland 20895

Bankruptcy Case No.: 04-13738

Type of Business: The Debtor provides printing and publishing
                  services.

Chapter 11 Petition Date: February 19, 2004

Court: District of Maryland (Greenbelt)

Judge: Duncan W. Keir

Debtor's Counsel: Ronald J. Drescher, Esq.
                  Drescher & Associates
                  4 Reservoir Circle, Suite 107
                  Baltimore, MD 21208
                  Tel: 410-484-9000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Enovation Graphics Systems    Trade Debt                 $69,002

WWF Paper Corporation         Trade Debt                 $65,000

RIS Paper Company Inc.        Trade Debt                 $57,379

Frank Parsons Paper Company   Trade Debt                 $50,755

Lindenmeyr Munroe             Trade Debt                 $41,884

The  Michael Companies, Inc.  Trade Debt                 $41,773

Creo America, Inc.            Trade Debt                 $31,274

XPEDX                         Trade Debt                 $25,511

Selective Insurance Company   Trade Debt                 $25,000

Central Lawmar South          Trade Debt                 $24,356

Case Paper Company            Trade Debt                 $18,860

Montgomery County Government  Trade Debt                 $15,220

United Parcel Service         Trade Debt                 $13,186

Graphic Arts Benefit Corp.    Trade Debt                 $12,461

C & J Graphics                Trade Debt                 $11,096

Artisan II                    Trade Debt                  $9,570

Postal Logistics              Trade Debt                  $7,213
International

Performance Bindery           Trade Debt                  $7,175

Kohl & Madden Printing Ink    Trade Debt                  $6,836
Inc.

Mitchell Nydish               Trade Debt                  $6,347


CONE MILLS: WL Ross Now Owns Company After $46MM+ Asset Sale
------------------------------------------------------------
Cone Mills Corporation has completed the sale of the company's
assets to WL Ross & Co. The sale was approved by the U.S.
Bankruptcy Court on February 10, 2004.

The company's operating segments -- consisting of Cone Denim,
Carlisle Finishing and Cone Jacquards -- are now operating in the
normal course of business under the ownership of WL Ross & Co. All
of Cone's approximately 2300 employees are now employed by
affiliates of WL Ross & Co.

WL Ross & Co. LLC discloses that the company acquired the assets
and business of Cone Mills Corporation for a price of $46 million
in cash, plus assumption of certain specified liabilities.

Wilbur L. Ross, Chairman of WL Ross & Co., commented: "We are
delighted that the bankruptcy court approval process has been
completed and that now we can help Cone's customers, management,
employees and vendors benefit from a vastly reduced debt burden
and synergies with Burlington Industries. I will be in Greensboro
next week to discuss with the management and employees of both
companies ways to maximize values."

Founded in 1891, Cone Mills Corporation, headquartered in
Greensboro, NC, is the world's largest producer of denim fabrics
and one of the largest commission printers of home furnishings
fabrics in North America. The Company's main operating segments
include Cone Denim, Carlisle Finishing and Cone Jacquards.


CORBAN TOWERS INC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Corban Towers, Inc.
        901 Jupiter Road
        Plano, Texas 75074

Bankruptcy Case No.: 04-33001

Type of Business: The Debtor is a carrier-neutral network
                  services provider offering Point-to-Point
                  Interconnect services and Transport services
                  for TDM and IP networks.  The Debtor is
                  affiliated with Corban Communications Inc. which
                  filed a chapter 11 petition on March 11, 2004
                  (Bankr. N.D. Tex. Case No. 04-32972).

Chapter 11 Petition Date: March 12, 2004

Court: Northern District of Texas (Dallas)

Debtor's Counsels: Judith Weaver Ross, Esq.
                   Luckey McDowell, Esq.
                   Baker Botts LLP
                   2001 Ross Avenue
                   Dallas, TX 75201-2980
                   Tel: 214-953-6605
                   Fax: 214-661-4605

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

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


DELTA AIR: Files Form 10-K With Revised March Quarter Guidance
--------------------------------------------------------------
Delta Air Lines (NYSE: DAL) filed its Annual Report on Form 10-K
for the year ended Dec. 31, 2003. The Form 10-K contains updated
guidance on Delta's March 2004 quarter net loss estimate. The
estimated March quarter net loss is now expected to be
approximately $400 million. Delta had previously estimated its net
loss to range between $300 million and $350 million.

Continued pressures on passenger revenue, sustained higher fuel
prices and costs associated with the settlement of fuel hedge
contracts drove this revision. Approximately $47 million, net of
tax, of the increase in Delta's March 2004 quarter net loss
estimate is attributable to the fuel-related costs.

The continuing weakness on the revenue side, coupled with external
cost pressures, including but not limited to fuel prices, further
illustrate Delta's critical need to reduce costs to a competitive
level for the long term.

Delta Air Lines (S&P, B+ Corporate Credit Rating, Negative)is
proud to celebrate its 75th anniversary in 2004. As the world's
second largest airline in terms of passengers carried and the
leading U.S. carrier across the Atlantic, Delta offers 7,737
flights each day to 494 destinations in 84 countries on Delta,
Song, Delta Shuttle, Delta Connection and Delta's worldwide
partners. Delta is a founding member of SkyTeam, a global airline
alliance that provides customers with extensive worldwide
destinations, flights and services. Go to http://www.delta.com/


DIAMOND JO: S&P Rates Planned $230Mil. Senior Secured Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigns its 'B' rating to
Diamond Jo, LLC's (DJL; formerly known as Peninsula Gaming
Company, LLC) proposed $230 million senior secured notes due 2012.
The notes have concurrently been placed on CreditWatch with
positive implications.

In addition, Standard & Poor's places its 'B' corporate credit and
senior secured debt ratings on DJL, as well as its 'B-' corporate
credit and senior secured debt ratings on the company's wholly
owned subsidiary The Old Evangeline Downs LLC (OED) on CreditWatch
with positive implications. Dubuque, Iowa-based DJL is a riverboat
casino owner and operator, and Opelousas, La.-based OED owns and
operates a pari-mutuel horse racetrack and casino.

The CreditWatch listing follows DJL's announcement that it plans
to refinance the existing debt at each company (other than the OED
FF&E credit facility) with a proposed $230 million senior secured
note offering due 2012 and a new senior secured credit facility.
In connection with the refinancing, and subject to regulatory
approval, a new entity, Peninsula Gaming, LLC, will be formed to
co-issue the proposed new notes along with The Old Evangeline
Downs Capital Corp. (OED Corp.). DJL and OED will become separate
wholly owned subsidiaries of Peninsula Gaming. Otherwise,
DJL and OED Corp. will be co-issuers, and provided that the
approval of regulatory authorities is obtained on or after the
issue date, Peninsula Gaming will become an additional co-issuer.
If the approval of regulatory authorities is obtained, OED Corp.
will be renamed Peninsula Capital Corp.

Standard & Poor's has determined that if the transaction closes
under terms substantially in line with those described, the
corporate credit rating on DJL and OED will be withdrawn and a new
corporate credit rating on Peninsula Gaming of 'B+' will be
assigned with a stable outlook. Similar to the corporate credit
rating, the rating on the proposed notes will also be raised to
'B+' if the transaction closes under terms substantially in line
with those described.

Proceeds from the proposed notes, along with excess cash, and
borrowings under the expected senior secured credit facility, will
be used to repay outstanding borrowings under the companies'
existing senior secured credit facilities (other than the OED FF&E
credit facility), to redeem DJL's outstanding $71 million 12.25%
senior secured notes due 2006, to tender for the existing $123.2
million 13% senior secured notes due 2010 outstanding at OED, and
for related fees and expenses.  The ratings on these existing
notes will be withdrawn once the redemption and tender are
consummated. Pro forma for this transaction, Standard & Poor's
expects that total debt outstanding as at Dec. 31, 2003, would
have been approximately $270 million.

"The anticipated upgrade to the combined entity's corporate credit
rating reflects a change in the company's financing strategy such
that the funding for its subsidiaries will flow through the parent
issuer, with such loans in turn guaranteed by such subsidiaries,"
said Standard & Poor's credit analyst Peggy Hwan.  Lenders and
bondholders will rely on a more diversified pool of assets for
repayment.  "The upgrade also reflects the company's successful
completion of the major portion of its construction project at
OED, which included slot machines opening in advance of the
planned racetrack, as well as Standard & Poor's expectation
that OED will significantly enhance the size of the company's
consolidated EBITDA base in its first full year of operation,"
said Ms. Hwan.


DONLAR CORP: Gets Go-Signal to Hire Crane Heyman as Attorneys
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, gave its nod of approval for Donlar Corporation
to retain and employ Crane, Heyman, Simon, Welch & Clar as its
attorneys.

The Debtor states that it selected Crane Heyman because of the
firm's considerable experience in matters in this nature.  The
Debtor is convinced the Firm is well qualified to perform the
required services.

Crane Heyman will:

   a. prepare necessary applications, motions, answers, orders,
      reports and other legal papers;

   b. provide Debtor legal advice with respect to its rights and
      duties involving its property;

   c. appear in court and to litigate whenever necessary;

   d. perform any and all other legal services that may be
      required from time to time in the ordinary course of the
      Debtor's business during the administration of the estate
      herein.

The Debtor reports that it paid Crane Heyman a $30,839 prepetition
retainer.  The Debtor does not disclose the Firm's current hourly
billing rates.  The professional who will primarily provide
services to the Debtor are Scott R. Clar, Esq., and Arthur G.
Simon, Esq.

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


DT INDUSTRIES: S&P Withdraws Default-Level Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'D' corporate
credit rating on Dayton, Ohio-based DT Industries Inc. At the same
time, Standard & Poor's withdrew the 'D' rating on DT Industries'
$42 million senior secured credit facility. The corporate credit
rating was lowered to D on Jan. 7, 2004, following the company's
failure to make a mandatory principal prepayment totaling $2.7
million, due on Dec. 31, 2003.

On March 11, 2004, the company announced it had used $10 million
of proceeds from an asset sale to reduce outstanding debt under
its senior credit facility including the $2.7 million prepayment.
However, DT Industries is currently in violation of minimum net
worth and EBITDA covenants under the credit facility. Although the
company has requested a forbearance agreement from the senior
lenders for these defaults, the lenders have neither waived the
defaults nor issued a forbearance from accelerating payment under
the credit facility.

"There is no indication that the lenders will extend the credit
facility beyond its maturity date of July 2, 2004, and the company
and its lenders have not been able to agree upon the terms of any
third-party financing to replace the credit facility," said
Standard & Poor's credit analyst Nancy Messer.

Therefore, DT Industries has engaged the services of an advisor to
explore the sale of the company and/or a recapitalization. Pending
any such transaction, DT Industries intends to continue operating
its businesses.

DT Industries makes equipment used to manufacture, test, or
package a variety of industrial and consumer products. The company
has suffered from falling sales and poor profitability during the
past few years, primarily because of the weak U.S. manufacturing
sector and low industrial capital investment that has increased DT
Industries' financial stress and liquidity challenges.


DUANE READE: Updates Fin'l Report in Light of NLRB Recommendation
-----------------------------------------------------------------
Duane Reade Inc. (NYSE: DRD) commented on the financial reporting
consequences of a recent National Labor Relations Board (NLRB)
Administrative Law Judge (ALJ) recommendation in a litigation
matter with the Allied Trades Council, a union representing
employees in 139 of its stores.

After a lengthy negotiating period in 2001, the Company determined
that it had reached a bargaining impasse with the Allied Trades
Council in August of that year. Its collective bargaining
agreement expired on August 31, 2001. The Company continued to pay
some benefits directly to its employees covered under that
contract after the August expiration date and implemented its last
and best offer of new contract terms for these employees in
December 2001. This implemented contract included wage increases,
vacation and sick pay, health and welfare benefits and a 401(k)
retirement plan.

On February 18, 2004, an initial unenforceable recommendation by
an NLRB Administrative Law Judge concluded that the parties had
not reached impasse and recommended that the Company make its
employees whole by reimbursing them for any ensuing expenses and
to make various benefit funds under the collective bargaining
agreement whole for contributions the Company had not continued to
make since the expiration of the last labor contract.

The Company has been advised by its outside counsel that it has
numerous meritorious responses and defenses to this recommendation
and the Company remains confident in the validity of its position
with regard to both the impasse matter as well as its obligations
to union funds.

In light of the foregoing, while it is the Company's belief that
the final financial outcome of this litigation cannot be
determined at this time, the Company, in accordance with Financial
Accounting Standards Board Statement No. 5 has recorded a charge
for the year ended December 27, 2003, representing its best
estimate of the loss that would result upon application of the
ALJ's recommendations. The Company notes that such charge is based
upon the facts available to the Company as of this date and, in
the Company's opinion, such charge could be subject to significant
modification in the future, upon review by the full NLRB, the
Federal Circuit Court of Appeals and the completion of a
compliance hearing.

On the date of the ALJ recommendation, the Company had not yet
filed its Annual Report on Form 10-K for the 2003 fiscal year. It
is therefore revising its previously reported 2003 earnings to
reflect this subsequent event. The revised fiscal 2003 earnings
now include an additional non-cash pre-tax charge of $12.6 million
that represents an estimate of the contributions not paid into the
various union benefit funds less a portion of the implemented
contract benefits paid on behalf of the employees covered under
the collective bargaining agreement plus an interest cost factor.

Following are the revised earnings for the fourth quarter and full
year ended December 27, 2003.

                    Fourth Quarter Results

For the fourth quarter the Company incurred a net loss of $4
million, or $0.16 per diluted share, compared to the previously
reported net income of $2.8 million, or $0.12 per diluted share.

                    Full Year Results

For the full year net income was $5.1 million, or $0.21 per
diluted share, compared to the previously reported net income of
$11.9 million, or $0.49 per diluted share.

               Future Quarters' Results

Until such time as further legal developments warrant a change in
the application of this accounting standard, or until this matter
is resolved, the Company expects to record additional non-cash
pre-tax charges of approximately $1.1 million per fiscal quarter
in future periods, assuming a continuation of current interest
rates.

The Company is continuing to move forward with its previously
announced transaction pursuant to which it would be acquired for
$17.00 per share.

Founded in 1960, Duane Reade is the largest drug store chain in
the metropolitan New York City area, offering a wide variety of
prescription and over-the-counter drugs, health and beauty care
items, cosmetics, greeting cards, photo supplies and
photofinishing. As of December 27, 2003, the Company operated 241
stores. Duane Reade maintains a web site at

                    http://www.duanereade.com

                         *   *   *

As reported in the Troubled Company Reporter's December 29, 2003
edition, Standard & Poor's Ratings Services placed its ratings on
Duane Reade Inc., including the 'B+' corporate credit rating, on
CreditWatch with negative implications. The CreditWatch placement
follows Duane Reade's announcement that it has entered into a
definitive merger agreement to be acquired by an affiliate
of Oak Hill Capital Partners, L.P. Oak Hill Capital will be
acquiring Duane Reade's outstanding common stock for $17.00 per
share in cash. The aggregate value of the merger transaction
exceeds $700 million, including the repayment of indebtedness. The
transaction is subject to shareholder and regulatory approval and
is expected to close in the second quarter of calendar 2003.

"The CreditWatch listing reflects the possibility that ratings
could be lowered based on a potential deterioration in Duane
Reade's credit profile post merger," said credit analyst Diane
Shand. Standard & Poor's will monitor the developments of the
proposed offer.


EASTERN SHORE: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Eastern Shore Equipment Leasing Corp.
        8055 Ritchie Highway, Suite 301
        Pasadena, Maryland 21122

Bankruptcy Case No.: 04-14639

Chapter 11 Petition Date: February 27, 2004

Court: District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: James P. Koch, Esq.
                  1101 Saint Paul Street, Suite 404
                  Baltimore, MD 21202
                  Tel: 410-539-7816

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
------                        ---------------       ------------
Chesapeake Bank of Maryland   Guaranty/Beka             $600,000
2001 East Joppa Road          Industries
Baltimore, MD 21234

Ramina & Associates           Accounting Services         $6,544

Modern Equipment Sales &                                  $6,300
Rental

Alban Tractor                                             $2,944

Bay Security                                                $294

Comfort Air Service                                         $211


ELIZABETH ARDEN: Inks Exclusive Agreement with Britney Spears
-------------------------------------------------------------
Elizabeth Arden Inc. has signed an exclusive global licensing
agreement with Britney Spears, the internationally acclaimed music
star, to develop and market her own line of fragrance, skincare,
and color cosmetics products.

The licensing agreement includes the development, marketing, and
distribution of fragrance, skincare, and color cosmetics with
Britney Spears' exclusive endorsement.  The first product to be
introduced will be a fragrance, to debut in prestige department
stores in Fall 2004.  Britney is personally involved in all
aspects of product development, in order to bring her own style
and personality to the fragrance, packaging and marketing.  "I
love perfume and cosmetics," said Britney, "and am so excited to
develop my own line with Elizabeth Arden."

"We are delighted to be working with Britney Spears," said Paul
West, president of Elizabeth Arden.  "She is a talented,
fashionable woman who appeals to a young and international
consumer base.  Together with our Department Store trade partners,
we will introduce a glamorous fragrance concept to the U.S. market
in the fall, and we look forward to the launch of the new brand."

The agreement was arranged through Brand Sense Marketing, the
Los Angeles-based marketing and licensing company.  "We are
thrilled to have Elizabeth Arden on board as a premier licensing
partner for our client Britney Spears," said Robert Hollander,
president of Brand Sense.  "They have already demonstrated superb
creativity and exceptional commitment to building this key
category of Britney's licensing program into a huge retail
success."

Britney Spears is a multi-faceted performer whose extraordinary
career and style is an inspiration to millions of fans around the
globe.  With the release of her latest CD, "In The Zone," she
became the first female artist to have four number one albums in a
row, with total sales exceeding 50 million copies. To date, "In
The Zone" has sold more than 5 million CDs.  Her performing career
has evolved to include writing, producing and acting while her
concerts continue to sell out. Her new concert tour, "The Onyx
Hotel Tour" debuted March 2, 2004 and continues through the spring
and summer with 75 stops in major US and European and Asian
cities.

Elizabeth Arden (S&P, B- Senior Subordinated Debt and B+ Corporate
Credit Ratings, Stable Outlook) is a global prestige fragrance and
beauty products company. The Company's portfolio of leading brands
includes the fragrance brands Red Door, Red Door Revealed,
Elizabeth Arden green tea, 5th Avenue, ardenbeauty, Elizabeth
Taylor's White Diamonds, Passion, Forever Elizabeth and Gardenia,
White Shoulders, Geoffrey Beene's Grey Flannel, Halston, Halston
Z-14, Unbound, PS Fine Cologne for Men, Design and Wings; the
Elizabeth Arden skin care line, including Ceramide and Eight Hour
Cream; and the Elizabeth Arden cosmetics line.


EL PASO: Names Jeffrey Sherrick as Sr. VP -- Exploration Services
-----------------------------------------------------------------
El Paso Corporation (NYSE: EP) announced that Jeffrey B. Sherrick
has been named senior vice president, Exploration and Production
Services for El Paso Production and Non-regulated Operations.
Sherrick, 49, is responsible for Reservoir Engineering; Business
Development; Technology; Land Administration; Procurement; and
Environmental, Health, and Safety.

Sherrick was most recently president and chief executive officer
of Enron Global Exploration and Production Company, an
international oil and gas company.  Prior to that, he held various
positions with Enron Oil and Gas Company, including the position
of senior vice president of Engineering, Business Development, and
Planning.  He holds a Bachelor of Science degree in petroleum
engineering from Marietta College.

"Jeff brings great experience, technical ability, and leadership
to our production business," said Lisa A. Stewart, president of El
Paso Production and Non-regulated Operations.

El Paso Corporation's purpose is to provide natural gas and
related energy products in a safe, efficient, dependable manner.
The company owns North America's largest natural gas pipeline
system and one of North America's largest independent natural gas
producers.  For more information, visit http://www.elpaso.com/

                         *   *   *

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


ENRON: Says $7M Frontera Claim is Overstated & Wants it Expunged
----------------------------------------------------------------
On October 11, 2002, Frontera Generation Limited Partnership
filed Claim No. 10832 for $7,212,926 against Enron Power
Marketing, Inc.  Pursuant to a Transfer Agreement dated
August 1, 2003, Frontera transferred its interest in Claim No.
10832 to Teco Energy, Inc.

According to Melanie Gray, Esq., at Weil, Gotshal & Manges LLP,
in New York, Claim No. 10832 arises out of amounts Frontera
alleges are owed to it by:

   (i) the Electric Reliability Council of Texas and EPMI
       pursuant to that certain Energy Management Services
       Agreement effective as of April 10, 2001, between
       Frontera and EPMI and that arise in connection with
       EPMI's activities as a Qualified Scheduling Entity for
       the benefit of Frontera; and

  (ii) EPMI on account of energy sold to EPMI by Frontera and
       for three options for the purchase of power pursuant to
       an Edison Electric Institute Master Power Purchase and
       Sale Agreement dated April 10, 2001.

That portion of the Frontera Proof of Claim dealing with the EMSA
is the subject of an adversary proceeding in the Court styled
Frontera Generation Limited Partnership v. Enron Power Marketing,
Inc., Adv. Pro. No. 02-8004A.

The Debtors determine that Claim No. 10832 is overstated.  Based
on the Debtors' books and records, Claim No. 10832 should only be
$2,200,000.  Accordingly, the Debtors ask the Court to disallow
and expunge Claim No. 10832 or, to the extent Frontera is able to
introduce sufficient documentation to support its Claim, allow
Claim No. 10832 in an amount the Court determines. (Enron
Bankruptcy News, Issue No. 101; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ENRON CORP: Wants Court to Enforce Stay on Dynegy Entities
----------------------------------------------------------
Enron Corporation, Enron North America Corporation, Enron Power
Marketing, Inc., Enron Energy Services, Inc., Enron Capital and
Trade Resources International Corp., Enron Gas Liquids, Inc.,
Enron Broadband Services LP and EnronOnline LLC ask the Court to
enforce the automatic stay under Section 362(a) of the Bankruptcy
Code or, in the alternative, to enjoin prosecution of an
Arbitration Against Non-Debtor affiliates under Section 105 of
the Bankruptcy Code, against these Dynegy Entities:

   -- Dynegy Marketing and Trade,
   -- Dynegy Power Marketing, Inc.,
   -- Dynegy Broadband Marketing and Trade,
   -- Dynegy Canada, Inc.,
   -- Dynegydirect, Inc.
   -- Dynegy Global Liquids, Inc.
   -- Dynegy Liquids Marketing and Trade, formerly known as
      Warren Gas Liquids, Inc., and
   -- Dynegy UK Limited

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
recalls that on October 18, 2002, the Dynegy Entities commenced
the Arbitration against four Enron affiliates, three of which are
non-debtors -- Enron Capital and Trade Resources Corp., Enron
Capital and Trade Resources Limited, and Enron Canada Corp.  The
fourth entity is EnronOnline.  The parties subsequently agreed to
hold it in abeyance.

On November 26, 2003, the Dynegy Entities sent notice that they
will "advise the [arbitration forum] International Centre for
Dispute Resolution of the need to activate the arbitration."

Ms. Gray points out that, if allowed to proceed, the Arbitration
will directly determine the rights and obligations not just of
the Enron Affiliated Non-debtors, but also the Enron Debtors, due
to the Dynegy Entities' position taken under a Master Netting,
Set-off and Security Agreement between the Enron Affiliated Non-
debtors and the Debtors on the one hand, and the Dynegy Entities
on the other.

The Dynegy Entities have made clear that what they intend to
impact is the property of the Enron Debtors in the arbitration
brought against the Enron Affiliated Non-debtors in an attempt to
circumvent the automatic stay.  According to the Dynegy
Entities' view of the Master Agreement, they can set off and net
the obligations of each Dynegy party against every Enron party.
Accordingly, the arbitration against non-debtors could allow the
Dynegy Entities to achieve both triangular and square setoff
rights against property of the Debtors, and the Dynegy Entities
could, therefore, achieve their true objective of adjudicating
claims against the Enron Debtors outside the supervision of the
Court.

Ms. Gray contends that the negative consequences for the Debtors,
their legitimate creditors, and the resources of such entities
would be particularly egregious in Enron's case, where the
issues at the heart of the Arbitration -- the meaning and effect
of the Master Agreement, and the determination of amounts owed by
one side to the other -- already are pending in the Court.
Specifically, the Dynegy Entities filed proofs of claim on
October 15, 2002, for amounts purportedly due them by the Debtors
and Enron Affiliated Non-debtors under the very same Master
Agreement and the underlying master agreements subject to the
Master Agreement.  More importantly, the Enron Debtors and
Affiliated Non-debtors commenced an adversary proceeding in this
Court -- Enron Corp., et al. v. Dynegy, Inc., et al., Adv. Pro.
No. 02-03468 -- asserting that the Master Agreement and its non-
mutual setoff, netting, termination, and purported joint and
several liability provisions (if any) are unenforceable under
numerous provisions of the Bankruptcy Code, and demanding
judgment against certain of the Dynegy Entities for a total of
$229,936,000 under various underlying master agreements.
Furthermore, a similar master netting agreement between certain
Enron entities and Reliant Energy Services, Inc. and certain
Reliant affiliates is the subject of another adversary proceeding
before the Court -- Enron Corp., et al. v. Reliant Energy
Services, Inc., Adv. Pro. No. 03-02073.  As in the Dynegy
Adversary Proceeding, the Reliant Adversary Proceeding implicates
substantially similar issues, namely whether the Reliant Master
Agreement and its non-mutual setoff, netting, termination, and
purported joint and several liability provisions (if any) are
unenforceable under the Bankruptcy Code, and that certain of the
Reliant Entities should pay the Enron Entities amounts due under
various underlying master agreements.

Both the Dynegy Adversary Proceeding and the Reliant Adversary
Proceeding, being Trading Cases, were expressly made subject to
the Mediation Order governing Trading Cases entered by the Court
on March 5, 2003, amended as of March 20, 2003.  Accordingly, Ms.
Gray asserts, the Bankruptcy Court is already very familiar with
the adjudication of issues related to the meaning, effect and
enforceability of master netting agreements.  Indeed, the Dynegy
Entities and the Enron Entities already participated in two days
of mediation before Judge Gropper on September 10 and 11, 2003.
The mediation has been adjourned so that the parties may
reconcile relevant data.

Under the terms of the Master Agreement, a ruling by the
Bankruptcy Court that the default and setoff provisions of the
Master Agreement are unenforceable would render the Master
Agreement "null and void in its entirety."  Therefore, Ms. Gray
argues that the outcome of the Dynegy Adversary Proceeding could
render the Master Agreement unenforceable even against the Enron
Non-debtor Affiliates named in the Arbitration.  Accordingly, the
Arbitration should be stayed at least until the Court rules on
whether the Master Agreement is enforceable under the Bankruptcy
Code.  It does not make sense to determine the liabilities due
under the Master Agreement in an arbitration when a pending case
in the Court will determine whether the Master Agreement is even
enforceable.

According to Ms. Gray, the Debtors want to prevent the Dynegy
Entities from further prosecuting the Arbitration, which seeks an
award against the Enron Affiliated Non-debtors under a Master
Agreement that already is sub judice in the Court and that the
Court may hold unenforceable.  The arbitration award the Dynegy
Entities seek would have the effect of circumventing the Court's
jurisdiction and imposing a judgment directly against the
Debtors.  Issues that the Dynegy Entities seek to resolve in the
Arbitration would require adjudication of the same rights and
obligations of the Debtors under both the Master Agreement and
the master agreements subject to the MNA, necessarily impacting
the property of the Debtors.  Moreover, the Arbitration could
effectively determine each of the Dynegy Entities' proofs of
claim.

Ms. Gray asserts that the Arbitration violates the automatic stay
provisions of the Bankruptcy Code because it represents:

   (1) an "act to obtain possession of the property of the
       estate . . . or to exercise control over property of the
       estate"; and

   (2) a setoff of debt owing to the Debtor that arose
       prepetition.

In the alternative, Ms. Gray contends that the Court should
exercise its authority under Section 105 to enjoin the activation
of the Arbitration on the grounds it would interfere with the
Debtors' efforts to reorganize, diminish the value of their
estates, necessarily have another tribunal determine for and
impose upon the Debtors liability under a number of agreements,
decide core bankruptcy issues with potentially preclusive effects
against the Debtors, and adversely affect the rights of
legitimate creditors of the Debtors' estates.  Considering that
issues related to the Master Agreement and the Reliant Master
Agreement are already before the Court in the Dynegy and Reliant
Adversary Proceedings -- including the baseline issue of whether
provisions of the Bankruptcy Code render the Master Agreement
unenforceable, halting the Arbitration is necessary if the Court
is to maintain control over the reorganization process. (Enron
Bankruptcy News, Issue No. 101; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FEDERAL-MOGUL: Classification & Treatment of Claims Under Plan
--------------------------------------------------------------
The classification of Claims and Equity Interests under the
Federal-Mogul Debtors' Amended Plan takes into account the
differing nature and priority of the Claims against and Equity
Interests in the Debtors.  There are 157 Debtors in the Chapter 11
cases, 23 of which are U.S. Debtors and 134 are U.K. Debtors.
Each Debtor has been assigned its own number for claims
classification and treatment purposes as well as for balloting
purposes.  The Claims against and Equity Interests in each Debtor,
in turn, have been assigned to separate lettered Classes with
respect to each Debtor, based on the type of Claim involved.  Not
all of the Classes apply to every Debtor, and consequently not all
of the lettered Classes appear in the case of each Debtor.
However, whenever a Class of Claims or Equity Interests is
relevant to a particular Debtor, that class of Claims or Equity
Interests will be grouped under the appropriate lettered Class
from this list:

   Class A - Priority Claims or Preferential Liabilities
   Class B - Secured Bank Claims
   Class C - Secured Surety Claims
   Class D - Noteholder Claims
   Class E - Other Secured Claims
   Class F - Convertible Subordinated Debenture Claims
   Class G - Environmental Claims
   Class H - Unsecured Claims
   Class I - Non-Priority Employee Benefit Claims
   Class J - Asbestos Personal Injury Claims
   Class K - Bonded Claims
   Class L - Affiliate Claims
   Class M - Federal-Mogul Preferred Stock Interests
   Class N - Subordinated Securities Claims
   Class O - Federal Mogul Common Stock Interests
   Class P - Equity Interests in Affiliates

   Class                         Description
   -----   ------------------------------------------------------
     A     For each of the 23 U.S. Debtors, consists of Priority
           Claims, which are non-tax Claims entitled to priority

           For each of the 134 U.K. Debtors, consists of
           Preferential Liabilities, which are Claims and
           Liabilities that would have been preferential had an
           order for the compulsory winding-up of the Debtor been
           made on the Petition Date.  To the extent that a
           Priority Tax Claim against a U.K. Debtor also
           qualifies as a Preferential Liability in whole or
           part, the Priority Tax Claim or portion of it will be
           treated as a Preferential Liability.

     B     Allowed Secured Bank Claims arising under the Bank
           Credit Agreement.  JPMorgan Chase Bank, as
           Administrative Agent, filed a $1,988,386,803 Claim
           inclusive of the Tranche C portion of the DIP
           Facility, on the Bank Claimholders' behalf.

     C     Secured Surety Claims arising in connection with any
           indemnity contract or guarantee between any of the
           Debtors signatory and the Sureties relating to the
           Center for Claims Resolutions Surety Bonds.  Unsecured
           Claims of the Sureties against T&N Limited and Gasket
           Holdings, Inc. are not included in Class C.

     D     Noteholder Claims evidenced by the Notes or the
           Indentures for the Notes and related documents.
           Class D does not include any Convertible Subordinated
           Debenture Claims or Subordinated Securities Claims.

     E     All Secured Claims other than Secured Bank Claims,
           Secured Surety Claims, Noteholder Claims or Bonded
           Claims.  An Other Secured Claim is a Claim that is:

           (a) secured in whole or in part as of the Petition
               Date, by a Lien which is valid, perfected and
               enforceable under applicable law and is not
               subject to avoidance; or

           (b) subject to set-off, but in each case, only to the
               extent of the value of the holder of the Claims
               interest in the particular Estate's interest in
               the property securing any of the Claim or the
               amount subject to set-off, as the case may be.

     F     Convertible Subordinated Debenture Claims arising out
           of or related to the 7% Convertible Subordinated
           Debentures due 2027 issued by Federal-Mogul
           Corporation.

     G     On-Site Environmental Claims against the U.S. Debtors
           arising from or related to property currently owned
           and that will continue to be owned by the U.S. Debtors
           after Plan confirmation.

     H     Unsecured Claims, which are not specifically included
           in a separately identified Class of Claims or Equity
           Interests.  Unsecured Claims will include:

           (a) any claim arising from the rejection of an
               executory contract or unexpired lease; and

           (b) any portion of a Claim to the extent the value of
               the holder's interest in the applicable Estate's
               interest in the property securing the Claim is
               less than the amount of the Claim, or to the
               extent that the amount of the Claim subject to
               set-off is less than the amount of the Claim, as
               determined.

           Unsecured Claims will also include:

           (1) Surety Claims against T&N Limited and Gasket
               Holdings, Ind.;

           (2) Other U.K. Claims, including, Environmental Claims
               and Asbestos Property Damage Claims against any
               U.K. Debtors to the extent that the Allowed
               Amounts of the Claims are not otherwise satisfied
               by any applicable insurance coverage;

           (3) any unsecured deficiency claims held by the
               holders of Bonded Non-Asbestos Claims and Surety
               Claims;

           (4) Asbestos Property Damage Claims against any U.S.
               Debtors to the extent that the Allowed Amounts of
               the Claims are not otherwise satisfied by any
               applicable insurance coverage, and to the extent
               that the Claims are not Bonded Claims;

           (5) Excluded Non-Qualified Pension Claims;

           (6) Off-Site Environmental Claims against U.S.
               Debtors; and

           (7) Claims arising from the provision of goods or
               services to the Debtors before the Petition Date,
               including the Claims of commercial trade
               creditors.

     I     Any Claims arising from or relating to an Employee
           Benefit Plan, including but not limited to retiree
           benefit claims, but excluding Excluded Non-Qualified
           Pension Claims, that are neither secured nor entitled
           to priority under the Bankruptcy Code or a Final Court
           Order.

     J     Claims that are liquidated or unliquidated against the
           Debtors or their non-Debtor Affiliates, or their
           present or former officers, directors or employees for
           asbestos personal injury claims.  Asbestos Personal
           Injury Claims will include:

           (a) Indirect Asbestos Personal Injury Claims;

           (b) Asbestos Personal Injury Demands;

           (c) any Claim or Demand based on, arising under or
               attributable to an asbestos personal injury
               settlement agreement or protocol entered into by
               CCR on behalf of one or more of the Debtors; and

           (d) any Claims asserted by CCR against the Debtors or
               their non-Debtor Affiliates excluding any Claim
               asserted by the CCR for postpetition fees and
               expenses incurred in the Reorganization Cases.

     K     The Secured portion of Bonded Asbestos Personal Injury
           Claims, Bonded Non-Asbestos Claims and the CCR Bond
           Claim.  The unsecured portion, if any, of the Claims
           is not included in the Class.

     L     All prepetition Claims against any of the Debtors held
           by a Debtor or a non-Debtor Affiliate, or any interest
           held by the entities in any property of the Debtors,
           but excluding Equity Interests and the Convertible
           Subordinated Debentures.

     M     All Equity Interests represented by or arising from
           the Series C ESOP Convertible Preferred Stock issued
           by Federal-Mogul Corporation, of which there are
           439,937 shares outstanding.

     N     Claims that arise from the rescission of a purchase or
           sale of a security of any of the Debtors, or damages
           arising from the purchase or sale of the security, or
           reimbursement, indemnification, or contribution
           allowed under Section 502 of the Bankruptcy Code on
           account of the Claim, which Claims are subject to
           subordination under Section 510(6).

     O     All Equity Interests represented by the common stock
           of Federal-Mogul Corporation, of which there were
           87,131,298 outstanding as of November 3, 2003.

     P     The Equity Interests in all of the Debtors except
           Federal-Mogul Corporation, which are represented by
           the shares of capital stock in the Debtors, whether
           or not issued.

The Claims against and Equity Interests in the five primary U.S.
Debtors and 15 U.K. Debtors are classified and treated as:

   U.S. Debtors                                   Class
   ------------                                   -----
   Federal-Mogul Corporation                  1A through 1O
   Federal-Mogul Piston Rings Inc.            2A through 2P
   Federal-Mogul Powertrain Inc.              3A through 3P
   Federal-Mogul Ignition Company             4A through 4P
   Federal-Mogul Products Inc.                5A through 5P

   U.K. Debtors                                   Class
   ------------                                   -----
   T&N Limited                                6A through 6P
   Federal-Mogul Ignition (U.K.) Limited      7A through 7P
   F-M Systems Protection Group Limited       8A through 8P
   Federal-Mogul Aftermarket U.K. Limited     9A through 9P
   Federal-Mogul Sintered Products Limited   l0A through 10P
   F-M Sealing Systems (Slough) Limited      11A through 11P
   Federal-Mogul Friction Products Limited   12A through 12P
   F-M Sealing Systems (Rochdale) Limited    13A through 13P
   Federal-Mogul Camshaft Castings Limited   14A through 14E
   Federal-Mogul Bradford Limited            15A through 15E
   Federal-Mogul Camshafts Limited           16A through 16E
   Federal-Mogul Eurofriction Limited        17A through 17F
   F-M Powertrain Systems International      18A through 18E
   TBA Industrial Products Limited           19A through 19G
   Federal-Mogul Export Services Limited     20A through 20E

Ferodo America, Inc. and Felt Products Manufacturing Co. are two
U.S. Debtor non-operating companies that have pledged their
assets to secure (a) their guarantees of the Bank Credit
Agreement, (b) the Surety Claims and (c) the Noteholder Claims,
and have known asbestos liabilities.  The Plan provides for the
classification and treatment of Claims against them:

        Class          Classification
        -----          --------------
   21A through 22A     Priority Claims
   21B through 22B     Secured Bank Claims
   21C through 22C     Secured Surety Claims
   21D through 22D     Noteholder Claims
   21H through 22H     Unsecured Claims
   21J (Ferodo)        Asbestos Personal Injury Claims
   22J (Felt Products) Asbestos Personal Injury Claims
   21L through 22L     Affiliate Claims and Interests
   21P through 22P     Equity Interests

Gasket Holdings, Inc. is another U.S. Debtor non-operating
company that has pledged its assets to secure the Surety Claims
and has known Asbestos liabilities.  The Claims against Gasket
Holdings are classified as:

        Class          Classification
        -----          --------------
         23A           Priority Claims
         23H           Unsecured Claims
         23J           Asbestos Personal Injury Claims
         23L           Affiliate Claims
         23P           Equity Interests

Ten U.S. Debtor holding companies have pledged certain assets to
secure (a) their guarantees of the Bank Credit Agreement, (b) the
Surety Claims, and (c) the Noteholder Claims.  The 10 U.S.
Debtors do not have any Asbestos Personal Injury Claims asserted
against them that is pending as of the Petition Date.

The 10 U.S. Debtor Holding Companies are:

     1. Carter Automotive Company, Inc.,
     2. Federal-Mogul Dutch Holdings Inc.
     3. Federal-Mogul Global Inc.,
     4. Federal-Mogul Global Properties, Inc.,
     5. Federal-Mogul Mystic, Inc.,
     6. Federal-Mogul U.K. Holdings Inc.,
     7. Federal-Mogul Venture Corporation,
     8. Federal-Mogul World Wide, Inc.,
     9. McCord Sealing, Inc., and
    10. T&N Industries Inc.

Under the Amended Plan, Claims against these Debtor Holding
Companies are classified as:

        Class          Classification
        -----          --------------
   24A through 33A     Priority Claims
   24B through 33B     Secured Bank Claims
   24C through 33C     Secured Surety Claims
   24D through 33D     Noteholder Claims
   24E through 33E     Other Secured Claims
   24H through 33H     Unsecured Claims
     31G and 33G       On-Site Environmental Claims
   24L through 33L     Affiliate Claims
   24P through 33P     Equity Interests

F-M U.K. Holding Limited is a U.K. Debtor holding company that
has pledged its assets to secure (a) its guaranty of the Bank
Credit Agreement, (b) the Surety Claims, and (c) its guaranty of
the Noteholder Claims, and has no Asbestos Personal Injury Claim
asserted against it.  The Plan classifies the Claims against F-M
U.K. Holding as:

        Class          Classification
        -----          --------------
         34A           Priority Claims & Preferential Liabilities
         34B           Secured Bank Claims
         34C           Secured Surety Claims
         34D           Noteholder Claims
         34H           Unsecured Claims
         34L           Affiliate Claims
         34P           Equity Interests

The Plan proposes to classify the Claims against five U.S. Debtor
holding companies or non-operating companies that have not
guaranteed or pledged any assets to secure payment of the Bank
Claims, the Surety Claims or the Noteholder Claims, and have no
known asbestos liability.  The five Debtors are:

     1. Federal-Mogul FX, Inc.,
     2. Federal-Mogul Puerto Rico Inc.,
     3. Federal-Mogul Machine Tool Inc.,
     4. FM International LLC, and
     5. J.W.J. Holdings, Inc.

The Claims against the five Debtors are classified as:

        Class          Classification
        -----          --------------
   35A through 39A     Priority Claims
   35H through 39H     Unsecured Claims
   35L through 39L     Affiliate Claims
   35P through 39P     Equity Interests

Potential Claims against four U.K. Debtor Companies that are
terminating or have terminated operations are classified as:

        Class          Classification
        -----          --------------
   40A through 43A     Priority Claims & Preferential Liabilities
   40H through 43H     Unsecured Claims
   40I through 43I     Non-Priority Employee Benefit Claims
         42J           Asbestos Personal Injury Claims
   40L through 43L     Affiliate Claims
   40P through 43P     Equity Interests

The liquidating Debtors are:

     1. Federal-Mogul Sealing System (Cardiff) Limited,
     2. Federal-Mogul Bridgewater Limited,
     3. Federal-Mogul Engineering Limited, and
     4. Federal-Mogul Technology Limited.

There are 80 U.K. Debtor holding and non-operating companies that
have neither guaranteed the Bank Claims or Noteholder Claims, nor
given indemnities in respect of the Surety Claims, nor pledged
any assets to secure any of the Claims, and have no known
Asbestos Personal Injury Claims pending as of the Petition Date.
The Plan provides for the classification of Claims against the 80
U.K. Debtors:

        Class          Classification
        -----          --------------
   44A through 123A    Priority Claims & Preferential Liabilities
   44H through 123H    Unsecured Claims
   44L through 123L    Affiliate Claims
   44P through 123P    Equity Interests

On the other hand, 34 U.K. Debtor non-operating companies have
Asbestos Personal Injury Claims asserted against them.  These
U.K. Debtors have neither guaranteed the Bank Claims or the
Noteholder Claims, nor given indemnities in respect of the Surety
Claims, nor pledged any assets to secure any of the Bank Claims,
Surety Claims or Noteholder Claims.  Under the Plan, the Claims
against the 34 U.K. Debtors are classified as:

        Class          Classification
        -----          --------------
   124A through 157A   Priority Claims & Preferential Liabilities
   124H through 157H   Unsecured Claims
   124J through 157J   Asbestos Personal Injury Claims
   124L through 157L   Affiliate Claims
   124P through 157P   Equity Interests

Under the Amended Plan, the treatment and recoveries of
Administrative Claims, Administration Claims and Priority Tax
Claims remain the same.  However, the Debtors relate that most of
the Priority Tax Claims have been paid and resolved.  The Debtors
estimate that the remaining Priority Tax Claims that may become
Allowed aggregate $4,000,000.  This estimate includes the claims
filed by the State of Michigan.  The State of Michigan has filed
proofs of claim totaling in excess of $4,000,000 related to
audits of sales and use taxes.  The Debtors have provided
additional information to the State of Michigan that it is
currently reviewing.  The Debtors expect that the claims will be
reduced to $500,000.  In addition, the U.S. Internal Revenue
Service has filed proofs of claim for income taxes that the
Debtors believe will be offset in their entirety by prepetition
amounts owed to the Debtors.  Although some additional Claims
have been filed asserting an entitlement to treatment as Priority
Tax Claims, the Debtors believe that most of these Claims do not
represent valid Priority Tax Claims against their estates, either
because:

   -- the Debtors are in the process of disputing or settling the
      asserted tax liability and believe that the Claims will be
      disallowed or resolved; or

   -- the claims were erroneously filed as Priority Tax Claims
      and are not properly entitled to priority.

The Amended Plan provides for these modified creditor recoveries:

  Class     Description         Recovery Under the Plan
  -----     -----------         -----------------------
   N/A      Tranche C portion   $328,000,000 plus the amount
            of DIP Facility     of any draws before the Effective
                                Date on letters of credit
                                outstanding under the Tranche C
                                portion will either be
                                refinanced, in whole or in part,
                                as part of the Exit Facilities.
                                Any non-refinanced portion will
                                be converted to a separate senior
                                tranche of the Reorganized
                                Federal-Mogul Secured Term Loan
                                Agreement on market terms.
                                Undrawn letters of credit will be
                                replaced in connection with the
                                Exit Facilities.

  6A-20A    Priority Claims     Impaired
   34A      & Preferential      On the Distribution Date,
40A-157A   Liabilities         each Allowed Claimholder will
            Against U.K.        receive either (1) Cash equal to
            Debtors             the Allowed Amount of the
                                Priority Claim, or (2) other
                                treatment as may be agreed upon
                                in writing by the holder and the
                                Reorganized Debtor.

  1B-5B     Secured Bank        Impaired
21B-22B    Claims              On the Effective date, Claims
24B-34B                        arising under the Bank Credit
                                Agreement will be deemed fully
                                secured and allowed for
                                [$1,648,136,464 (as adjusted on
                                the Effective Date to convert
                                foreign currencies to U.S.
                                dollars)] and the Reorganized
                                Debtors will:

                                (a) enter into the Reorganized
                                    Federal-Mogul Secured Term
                                    Loan Agreement, which will
                                    provide for term Loans for:

                                    * [$1,305,352,118], plus

                                    * the amount of any draws
                                      before the Effective Date
                                      on letters of credit
                                      outstanding under the Bank
                                      Credit Agreement, and

                                    * the amounts, if any,
                                      required to be included in
                                      the loan agreement pursuant
                                      to the Plan;

                                (b) replace with the Exit
                                    Facilities any letters of
                                    credit not drawn as of the
                                    Effective Date;

                                (c) issue a total of $300,000,000
                                    in Junior Secured PIK Notes
                                    to the holders of Allowed
                                    Secured Bank Claims; and

                                (d) cause those subsidiaries,
                                    which guaranteed the Bank
                                    Claims, to also guarantee the
                                    payment of the Reorganized
                                    Federal-Mogul Secured Term
                                    Loan Agreement and the Junior
                                    Secured PIK Notes.

  1C-5C     Secured Surety      Impaired
   21C      Claims              On account of the Allowed Secured
   22C                          Surety Claims, as determined by
24C-34C                        the CCR Litigation, the Holders
                                will receive Secured Surety Notes
                                and Junior Secured Surety PIK
                                Notes with collective principal
                                amounts equal to the Allowed
                                Amounts of the Allowed Secured
                                Surety Claims.  The Notes will be
                                secured by Liens on the same
                                property that secured the Secured
                                Surety Claims before the Petition
                                Date -- subject to the Liens
                                securing the Exit Facilities --
                                and which will provide for
                                deferred cash payments of a
                                present value equal to the
                                Allowed Amounts of the Allowed
                                Secured Surety Claims.

                                The Debtors that guaranteed the
                                Surety Claims on a secured basis
                                will also guarantee on a secured
                                basis Reorganized Federal-Mogul's
                                obligations, if any, under the
                                Secured Surety Notes and the
                                Junior Secured Surety PIK Notes.
                                The balance of the Surety Claims
                                which are deemed unsecured will
                                be treated as an Unsecured Claim
                                against the Debtors obligated on
                                the Surety Claims.

  1D-5D     Noteholder          Impaired
   21D      Claims              On the Distribution Date, the
   22D                          Disbursing Agent will issue the
24D-34D                        Reorganized F-M Class A Common
                                Stock for ultimate Pro Rata
                                Distribution by the Indenture
                                Trustees to the Allowed
                                Noteholder Claimholders.

                                If the Classes of Noteholder
                                Claims and Asbestos Personal
                                Injury Claims accept the Plan,
                                and at least one of the Classes
                                of holders of preferred stock,
                                common stock or Subordinated
                                Securities Claims accepts the
                                Plan, then the holders of Allowed
                                Noteholder Claims will also
                                receive 50% of the Warrants,
                                provided, however, that the
                                Allowed Noteholder Claimholders
                                have agreed to distribute any of
                                the Warrants to the holders of
                                preferred stock, common stock or
                                Subordinated Securities Claims in
                                accordance with the Plan
                                provisions governing the
                                treatment of the Claims and
                                Interests, and subject to the
                                Plan requirements pertaining to
                                the issuance of Warrants.

                                Allowed Noteholder Claimholders
                                will also receive 100% of the
                                equity of Reorganized Federal-
                                Mogul Piston Rings, Inc.,
                                provided that the Claimholders
                                will be deemed to have
                                automatically transferred 100% of
                                the equity of Reorganized FMPRI
                                to Federal-Mogul Powertrain, Inc.
                                as of the Effective Date.

                                Claims arising under each
                                Debtor's guaranty of the
                                Noteholder Claims will be
                                released, extinguished and
                                discharged and holders of
                                Noteholder Claims will receive no
                                additional distribution under the
                                Plan on account of the Claims.

  1E-6E     Other               Unimpaired
24E-33E    Secured             At the Debtors' option:
            Claims
                                (a) the Plan will leave unaltered
                                    the legal, equitable and
                                    contractual rights to which
                                    a Secured Claim entitles the
                                    holder;

                                (b) any default before the
                                    Petition Date will be cured;
                                    the maturity of the Secured
                                    Claim will be reinstated as
                                    such maturity existed before
                                    any default; the Secured
                                    Claimholder will be
                                    compensated for any damages
                                    incurred as a result of that
                                    holder's reasonable reliance
                                    on any right to accelerate
                                    its claim; and the holder's
                                    legal, equitable and
                                    contractual rights will not
                                    otherwise be altered;

                                (c) an Allowed Secured Claim will
                                    receive other treatment as
                                    the Debtor and the holder
                                    will agree; or

                                (d) the Debtors will surrender
                                    all collateral for the
                                    Secured Claim to the holder
                                    on or as soon as practicable
                                    after the Effective Date.

                                With respect to Allowed Claims
                                against T&N Limited, the Plan
                                will leave unaltered the legal,
                                equitable and contractual rights
                                to which the Allowed Claim
                                entitles the holder.

  1F        Convertible         Impaired
            Subordinated        Holders will receive pro rata
            Debenture           portion of the Reorganized
            Claims              Federal-Mogul Class A Common
                                Stock.  To the extent necessary
                                to comply with the contractual
                                subordination provisions in the
                                indentures for the Convertible
                                Subordinated Debentures, the
                                Disbursing Agent will hold in
                                trust and cause all distributions
                                of Reorganized Federal-Mogul
                                Class A Common Stock allocable
                                to the Allowed Convertible
                                Subordinated Debenture Claims
                                to be paid directly to the
                                applicable Indenture Trustees on
                                behalf of the Allowed Noteholder
                                Claims.

  1G-5G     On-Site             Unimpaired
   31G      Environmental       Each holder of an Allowed Claim
   33G      Claims Against      will retain unaltered, the legal
            U.S. Debtors        equitable and contractual rights
                                to which the Allowed Claim
                                entitles the holder.

            Unsecured Claims    Impaired
            Against:            Each holder of an Allowed
                                Unsecured Claim will
  1H-5H     * U.S. Debtors      receive:
21H-33H
35H-39H                        (a) an initial payment equal to
                                    ___% of the holder's Allowed
   34H      * F-M U.K.              Unsecured Claim in Cash on
              Holding               the Distribution Date;
              Limited
                                (b) a second payment equal to
                                    ___% of its Allowed Unsecured
                                    Claim in Cash on the first
                                    anniversary of the
                                    Distribution Date; and

                                (c) a third payment equal to
                                    ___% of its Allowed Unsecured
                                    Claim in Cash on the second
                                    anniversary of the
                                    Distribution Date.

  6H-20H    Unsecured Claims    Undisclosed
40H-157H   Against U.K.
            Debtors other
            than F-M U.K.
            Holding Limited

  1I-5I     Non-Priority        Unimpaired
            Employee Benefit    Each holder of an Allowed Claim
            Claims Against      will retain unaltered, the legal
            U.S. Debtors        equitable and contractual rights
                                to which such Allowed Claim
                                entitles the holder.

  6I-20I    Non-Priority        Undisclosed
40I-43I    Employee Benefit
            Claims Against
            U.K. Debtors

   1J       Asbestos Personal   Impaired
   5J       Injury Claims       Except for Asbestos Personal
   6J                           Injury Claims against the
   8J                           Reorganized Hercules-Protected
11J-13J                        Entities, as of the Effective
  17J                           Date, sole and exclusive
  19J                           liability and responsibility for
21J-23J                        all Asbestos Personal Injury
  42J                           Claims will automatically
124J-157J                      transfer to the Trust, and
                                will be paid solely by the Trust
                                in accordance with the Asbestos
                                Personal Injury Trust
                                Distribution Procedures, in
                                consideration for which the Trust
                                will receive the Trust Assets.

  1L-5L     Affiliate Claims    Impaired
21L-39L    Against U.S.        At the Plan Proponents' option,
            Debtors and F-M     all Allowed Affiliate Claims
            U.K. Holding        against these Debtors will
            Limited             either be (a) reinstated, in full
                                or in part, or (b) discharged and
                                extinguished, in full or in part,
                                in which case the discharged and
                                extinguished portion will not be
                                eliminated and the holders will
                                not be entitled to, and will not
                                receive or retain, any property
                                or interest on account of that
                                portion under the Plan.
                                Prior to the discharge and
                                extinguishment, the Affiliate
                                Claims may be contributed to
                                capital, transferred, set-off or
                                subject to any other arrangement
                                at the Plan Proponents' option.
                                If any of the Claim is
                                reinstated, in full or in part,
                                the reinstated Claim may be
                                subordinated in legal right and
                                priority of payment to all non-
                                Affiliate Claims against the
                                applicable Debtor.

  6L-20L    Affiliate Claims    Unimpaired
  40L-157L  Against U.K.        All Affiliate Claims in these
            Debtors other       Classes will be subject to the
            Than F-M U.K.       Subordination Deed, which will
            Holding Limited     become effective on the Plan
                                Effective Date, but not as a
                                result of the Plan provisions,
                                the Confirmation Order, the
                                Voluntary Arrangement or the
                                Scheme of Arrangement or the
                                U.K. Court order sanctioning
                                the Scheme of Arrangement.

   1M       F-M Corporation     If the Classes of Noteholders
            Preferred Stock     Claims, Asbestos Personal Injury
                                Claims and Federal-Mogul
                                Corporation preferred stock
                                interests all accept the Plan,
                                then each holder of Federal-Mogul
                                Corporation preferred stock will
                                receive Warrants in exchange for
                                and in full satisfaction of its
                                preferred stock interest.

                                If the Class of Federal-Mogul
                                Corporation preferred stock
                                interests rejects the Plan, then
                                no distributions will be made on
                                account of those preferred stock
                                interests, and the Warrants
                                otherwise distributable to
                                holders of preferred stock will
                                be distributed Pro Rata to
                                holders of Subordinated
                                Securities Claims or Federal-
                                Mogul Corporation common stock
                                interests.

   1N       Subordinated        Impaired
   2N       Securities          If the Classes of Noteholders
            Claims              Claims, Asbestos Personal Injury
            Against             and Subordinated Securities
            Federal-Mogul       Claims all accept the Plan, each
            Corp & FMPRI        Claimholder will receive, in
                                exchange for and in full
                                satisfaction of its Allowed Class
                                1N Subordinated Securities Claim,
                                its Pro Rata share of any
                                applicable insurance and, with
                                respect to any deficiency, the
                                holder will receive Warrants, as
                                calculated pursuant to the Plan.

                                If Class 1N rejects the Plan,
                                then no distributions of
                                Warrants will be made on Account
                                of the Subordinated Securities
                                Claims, and the Warrants
                                otherwise distributable to the
                                holders of the Claims will be
                                distributed Pro Rata to the
                                holders of Federal-Mogul
                                Corporation common stock or
                                preferred stock.

                                No distribution will be made on
                                account of Class 2N Subordinated
                                Securities Claims.  All
                                Subordinated Securities Claims
                                against FMPRI will be discharged
                                and extinguished on the Effective
                                Date.

   1O       Federal-Mogul       Impaired
            Corp Common         If the Classes of Noteholders
            Stock               Claims, Asbestos Personal Injury
                                and Federal-Mogul Corporation
                                common stock interests accept
                                the Plan, then each holder of
                                Federal-Mogul Corporation common
                                stock will receive Warrants in
                                exchange for and in full
                                satisfaction of its common stock
                                interest.  If the Class of
                                Federal-Mogul Corporation common
                                stock interests rejects the Plan,
                                then no distribution will be made
                                on account of those common stock
                                interests, and the Warrants
                                otherwise distributable to
                                holders of common stock will be
                                distributed Pro Rata to holders
                                of Federal-Mogul Corporation
                                Preferred Stock or Subordinated
                                Securities Claims in accordance
                                with the Plan.

   2P       Equity Interests    Impaired
            of FMPRI            No Distribution will be made on
                                account of Equity Interests in
                                FMPRI.  All Equity Interests in
                                FMPRI will be cancelled on the
                                Effective Date.

  3P-157P   Equity Interests    Unimpaired
            of Subsidiaries     Each holder of an Allowed Equity
                                Interest will retain unaltered
                                the legal, equitable and
                                contractual rights to which the
                                Allowed Equity Interest entitles
                                the holder.

Under the amended classification and treatment of Claims, Classes
35A to 39A were added to the Priority Claims Against U.S.
Debtors.  Classes 2I to 4I, 5J and 33H were taken out of the
Bonded Claims and only Classes 1K to 5K remain.

                 Asbestos Personal Injury Claims

If the Classes of Noteholder Claims and Asbestos Personal Injury
Claims accept the Plan, and at least one of the Classes of
holders of preferred stock, Subordinated Securities Claims, or
common stock accepts the Plan, then the holders of Allowed
Asbestos Personal Injury Claims will receive 50% of the Warrants.
However, the holders of Allowed Asbestos Personal Injury Claims
have agreed to distribute any of the Warrants to the holders of
preferred stock, Subordinated Securities Claims or common stock
in accordance with the Plan provisions governing the treatment of
the Claims and Interests, and subject to the Plan requirements
pertaining to the issuance of Warrants.

With respect to Asbestos Personal Injury Claims against the
Reorganized Hercules-Protected Entities, the Trust will be
liable for all the Claims in excess of both:

   (a) the GBP690,000,000 retention and the GBP500,000,000 layer
       of coverage under the Hercules Policy; and

   (b) all other sums as are attributable to or otherwise
       represent the Hercules Insurance Recoveries to the extent
       the amounts exceed the GBP500,000,000 layer of coverage.

From and after the Hercules Policy Expiry Date, the Trust will
assume sole and exclusive liability for all remaining Asbestos
Personal Injury Claims against the Reorganized Hercules-Protected
Entities, and the Reorganized Hercules-Protected Entities will be
discharged and released from any and all liability with respect
to Asbestos Personal Injury Claims.

On the Effective Date, the liability for each Asbestos Personal
Injury Claim will continue but recourse to the applicable
Reorganized Hercules-Protected Entities on account of the Claims
will -- by operation of the Plan, the Scheme of Arrangement or
the Voluntary Arrangement and the Confirmation Order -- be
limited in and to (i) all amounts actually recovered by the
Reorganized Hercules-Protected Entities under or attributable to
the Hercules Policy, (ii) the outstanding amounts of the Stock
Repayment Obligation and (iii) such sums as may have been
provided in the Reorganized Hercules-Protected Entity by the
Trust or any other person, whether by loan or otherwise, for the
purpose of enabling Asbestos Personal Injury Claims to be paid.

Each holder of Asbestos Personal Injury Claims will have no other
rights against or other recourse to any property or interests in
property of the Reorganized Hercules-Protected Entities.  The
confirmation of the Plan and the resulting discharge of the
Reorganized Hercules-Protected Entities will not discharge or
release these entities from liability for all Asbestos Personal
Injury Claims unless and until the Hercules Policy Expiry Date,
at which time the Reorganized Hercules-Protected Entities will,
without further Court order, be released and discharged from any
and all liability for all Asbestos Personal Injury Claims.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some $6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $ 10.15 billion in assets and $ 8.86
billion in liabilities. (Federal-Mogul Bankruptcy News, Issue No.
51; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FLEMING COS.: Barry Roads Balks at Proposed Lease Rejection
-----------------------------------------------------------
The Fleming Debtors deny the allegations by Barry Road Foods,
Inc., that they wrongfully sold certain refrigeration equipment
subject to an agreement without Barry's permission and contrary
to the terms of the agreement.  Barry and the Debtors are parties
to an equipment lease, dated December 27, 1996, for various types
of refrigeration equipment for use in the Debtors' stores.  Barry
has asserted that the payments remaining under the Agreement are
allowable as an administrative expense.

The Debtors contend that the Agreement is a disguised security
agreement.  But in an abundance of caution, the Debtors seek the
Court's authority to reject the Agreement.  The Debtors no longer
use or possess the equipment.

                         Barry Responds

L. Jason Cornell, Esq., at Fox Rothschild LLP in Wilmington,
Delaware, tells Judge Walrath that the equipment lease expressly
provided that, during its term, the equipment remained the
property of Barry.  Neither Barry nor the Debtors could "pledge,
lend, create a security interest in, sublet, sell or part with
possession" of the equipment, or any part of the equipment, or
attempt in any other manner to dispose of the equipment, without
the other party's prior written permission.

In September 1998, Steve A. Malecki, the Marketing Director for
the Debtors, contacted Dan Birk and Nick Holaves, principle
employees of Barry, and advised Barry that the Debtors had
established a relationship with a retailer that was interested in
operating the "Barry Road Food-4-Less" store and changing that
store to a new concept called "Festival Foods."  Mr. Malecki
asked Mr. Holaves to provide the Debtors with written permission
to move the equipment in the store, and otherwise upgrade the
store to Festival Foods.  To implement the changes required to
make this conversion, the Debtors represented to Barry that the
changes would require the movement of the equipment and upgrade
of some of the equipment.  If the deal to convert the store to a
Festival Foods did not materialize, the letter signed by Barry
would not be relied upon by the Debtors.

Barry never received additional information from the Debtors that
the Festival Foods conversion would take place.  Based on the
Debtors' prior representations, Barry reasonably assumed that the
store conversion would not occur, and that the letter was a
nullity.  Barry signed the letter for the sole purpose of
allowing the Debtors to remodel the store as part of the Festival
Foods conversion.  Under no circumstances did Barry Goods intend
to convey to the Debtors the right to dispose of the equipment.

Barry believes that, before the Petition Date, the Debtors sold
some or all of the leased equipment to a non-debtor third party.
The Debtors sold something they didn't have -- ownership of the
equipment.  Barry believes that the equipment the Debtors sold
had a $1,200,000 market value as of the Petition Date.

Barry complains that the Debtors, by their request,
inappropriately seek to retain the benefits of the lease, namely,
the sales proceeds, while at the same time discarding the burdens
of the lease.  At the time the Debtors sold the equipment, and at
all times since, the Debtors have made no attempt to inform or
otherwise notify Barry that they intended to sell the leased
equipment.  Furthermore, at no time have the Debtors received
permission or consent from Barry to sell the equipment.  However,
Barry asserts that an executory contract must be either assumed
or rejected in its entirety.  A debtor cannot assume part of a
contract and reject other parts.

The Debtors contend that the letter permitted them to dispose of
the equipment at will.  However, the evidence will show that the
Debtors "fraudulently misrepresented the purpose of the letter."
Mr. Holaves never would have signed the letter were it not for
the Debtors' representations that they intended merely to convert
the store to a Festival Foods.

Furthermore, the letter lacked any consideration in that the
Debtors were still obligated to make the lease payments,
regardless of whether Barry consent to the letter.  Had Mr.
Holaves not signed the letter, Barry would not suffer any
detriment.

The Debtors should not be permitted to reject the lease because
they inappropriately disposed of the equipment.  Due to the
inequities of the Debtors' misrepresentations to Barry, the
Debtors should be required to fully perform their lease
obligations.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- is the largest multi-tier distributor
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Richard L. Wynne, Esq., Bennett L. Spiegel, Esq.,
Shirley Cho, Esq., and Marjon Ghasemi, Esq., at Kirkland & Ellis,
represent the Debtors in their restructuring efforts.  When the
Debtors filed for protection from its creditors, they listed
$4,220,500,000 in assets and $3,547,900,000 in liabilities.
(Fleming Bankruptcy News, Issue No. 27; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FOSTER WHEELER: Wins $6.8MM Oil Sector Management Contract in Iraq
------------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) announced that its UK
subsidiary, Foster Wheeler Energy Limited, has been awarded the
Oil Sector Program Management Office (SPMO) support contract in
Iraq by the U.S. Department of Defense. Foster Wheeler will
provide dedicated program management and coordination support for
all design and construction activities being performed for the
Program Management Office (PMO) in this sector. The initial value
of the Foster Wheeler contract is $6.8 million, which covers the
first six months' services.

"We are delighted with news of the award," said Ian Bill, chairman
and chief executive of Foster Wheeler Energy Limited. "This award
reflects our world-class program management, engineering,
procurement and construction skills and our extensive experience
in the oil sector. We have a very successful track record in the
Middle East, especially in the reconstruction of Kuwait. Our
involvement with Iraq's oil sector began in the 1930s with the
construction of the first oil processing units at Kirkuk and has
included the development of the Daura and Basra facilities."

The contract is part of the international effort to restore the
damaged and neglected infrastructure of Iraq. It is one of six
SPMO contracts covering various sectors under the general
oversight of the Program Management Office established by the
Coalition Provisional Authority (CPA). The Iraq Program Management
Office (PMO), part of the Coalition Provisional Authority, manages
the $18.4 billion appropriated by the U.S. Congress to support the
reconstruction of Iraqi infrastructure. This office is responsible
for all activities associated with program, project, asset,
construction and financial management of that portion of the
reconstruction effort undertaken by the U.S. The goal of PMO, and
the prime contractors who are selected, is to maximize Iraqi
capabilities, and to leave Iraq with the tools and processes to
continue the work begun under the Coalition Provisional Authority.
Part of the objective of the contract is, therefore, to work with
the Iraqi Ministry of Oil and to provide training to Iraqi
personnel.

Foster Wheeler Ltd. is a global company offering, through its
subsidiaries, a broad range of design, engineering, construction,
manufacturing, project development and management, research and
plant operation services.  Foster Wheeler serves the refining, oil
and gas, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries. The corporation is based
in Hamilton, Bermuda, and its operational headquarters are in
Clinton, New Jersey, USA. For more information about Foster
Wheeler, visit its Web site at http://www.fwc.com/ Foster
Wheeler's balance sheet shows the company is insolvent, with
liabilities exceeding assets by nearly $900 million at
September 26, 2003.


GARDEN RIDGE: Hires Gavin Anderson as PR Consultants
----------------------------------------------------
Garden Ridge Corporation and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
retain and employ Gavin Anderson & Company as their Public
Relations Consultants.

The Debtors believe that Gavin Anderson will be able to assist
them in protecting, retaining acid developing the goodwill and
confidence of their many constituencies.

Gavin Anderson will:

   a. prepare materials to be distributed to the Debtors'
      employees explaining the impact of the chapter 11 cases;

   b. draft correspondence to creditors, vendors, employees and
      other interested parties regarding the chapter 11 cases;

   c. prepare written guidelines for head office and location
      managers to assist them in addressing employee and
      customer concerns;

   d. prepare news releases for dissemination to the media for
      distribution;

   e. interface and coordinate media reports to contain the
      correct facts and the Debtors' perspective as an ongoing
      business;

   f. assist the Debtors in maintaining their public image as a
      viable business and going concern during the chapter 11
      reorganization process;

   g. assist the Debtors in handling inquiries, e.g., employees,
      vendors, customers, etc. and developing internal systems
      for handling such matters;

   h. coordinate public relations services with a third party
      making an investment in the Debtors; and

   i. perform other strategic communications consulting services
      as may be required by the Debtors during the chapter 11
      cases.

The Debtors point out that by having a public relations consultant
provide these services, other professionals in these cases and
officers who might otherwise handle public relations matters will
be able to focus better on their respective duties in the
management and reorganization of the Debtors.

Gavin Anderson professionals will bill the Debtors for services at
customary hourly rates:

         Position                 Billing Rate
         --------                 ------------
         President                $500 per hour
         Managing Director        $350 per hour
         Director                 $325 per hour
         Associate Director       $250 per hour
         Senior Executive         $185 per hour
         Executive                $150 per hour

The principal consultants presently designated to represent the
Debtors and their current hourly rates are:

      Professional    Title               Current Rate
      ------------    -----               ------------
      Robert Mead     President           $500 per hour
      Joel Weiden     Managing Director   $350 per hour
      Doug Morris     Director            $325 per hour
      Jerry Tolk      Associate Director  $250 per hour

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


GENTEK INC: Discloses Current Directors & Officers Information
--------------------------------------------------------------
GenTek, Inc. disclosed information about the members of its board
of directors and executive officers in a regulatory filing with
the Securities and Exchange Commission on February 6, 2004.

The Executive Officers are:

   * Richard R. Russell, 61, President and Chief Executive
     Officer and Director since April 1999.  From 1994 until
     April 1999, he served as the President and Chief Executive
     Officer and a Director of The General Chemical Group Inc.
     Mr. Russell has also been the President and Chief Executive
     Officer of General Chemical Corporation since 1986.

   * Matthew R. Friel, 37, Vice President and Chief Financial
     Officer since September 2001.  Mr. Friel also served as
     Treasurer from September 2001 to October 2003.  From
     September 1997 to September 2002, Mr. Friel served as
     Managing Director of Latona Associates Inc.  Latona
     Associates has provided GenTek with certain administrative
     functions and corporate support services since 1995.

   * Mark J. Connor, 37, Vice President - Corporate Development
     and Investor Relations since November 2003.  From October
     2000 to November 2003, Mr. Connor served as Assistant
     Treasurer.  From 1998 through October 2000, Mr. Connor
     served as Assistant Treasurer of The Warnaco Group, Inc.

   * Ronald A. Lowy, 48, Chief Operating Officer of the Krone
     Group since January 2001.  Mr. Lowy served as Vice President
     and General Manager - Automotive and Industrial Products of
     Prestolite Wire Corporation from January 2000 to December
     2000, and Vice President and General Manager - Automotive
     Products of Prestolite Wire Corporation from 1995 to 2000.

   * Kevin J. O'Connor, 53, Vice President and Controller since
     April 1999.  From March 1996 until April 1999, he served as
     the Controller of The General Chemical Group Inc.  Mr.
     O'Connor has also served as Controller of General Chemical
     Corporation since 1986.

   * Ramanlal L. Patel, 58, President of the Manufacturing
     segment since December 2001.  Mr. Patel has also served as
     President and Chief Executive Officer of Noma Company since
     January 2001.  From 1997 to December 2000, he was Chief
     Executive Officer of Pram Filtration Corporation.

   * Charles W. Shaver, 45, Vice President and General Manager
     for Performance Products since November 2001.  Mr. Shaver
     served as Vice President and General Manager for
     Performance Products for Arch Chemicals, Inc. from 1999 to
     November 2001.  From September 1996 to 1999 he served as
     Vice President of Operations and Chief Operating Officer for
     MMT, Inc.

   * Scott Sillars, 48, Vice President and Treasurer since
     October 2003.  Mr. Sillars served as Acting Treasurer from
     2002 to October 2003.  From 1998 through 2002, Mr. Sillars
     served as an Independent Consultant in general management
     and corporate finance.

   * Matthew M. Walsh, 37, Vice President and Operations
     Controller since December 2000.  Mr. Walsh served as Vice
     President and Treasurer from January 2000 through December
     2000.  Mr. Walsh served as Group Controller-Performance
     Products of General Chemical Corporation from October 1997
     to December 1999.

The Directors are:

   * John G. Johnson, Jr., 63, Chairman of the Board.  Mr.
     Johnson was previously President and Chief Executive Officer
     of Foamex International Inc. from 1999 through 2001 and
     serves as a Director of Thermadyne Industries, Inc.  Mr.
     Johnson spent five years with Safety-Kleen Corporation where
     he served as President and Chief Executive Officer -- from
     1995 to 1997 -- and President and Chief Operating Officer --
     from 1993 to 1994.  Prior to 1992, Mr. Johnson spent 34
     years with ARCO where he was a director and president of
     ARCO Chemicals America from 1987 to 1992.

   * Dugald K. Campbell, 57.  Mr. Campbell currently serves as a
     Director of MTS Systems Corporation and JL French Automotive
     Castings Inc.  Mr. Campbell was President and Chief
     Executive Officer of Tower Automotive Inc. from 1993 to
     2003.  Prior to that, Mr. Campbell served in senior
     leadership roles within the automotive groups of Allied
     Signal Corporation and Siemens AG.

   * Henry L. Druker, 50.  Mr. Druker is a Partner of Questor
     Management Company, a private investment firm, where he has
     been specializing in investing in turnaround and special
     situation companies since 1995.  Previously, has was a
     partner of a Toronto based merchant bank, Gordon Capital,
     managing director and head of the leveraged buyout group at
     L.F. Rothschild, Inc. and an associate in corporate finance
     at Goldman Sachs & Co.  Mr. Druker is a former Director of
     Aegis Communications, Thermadyne Holdings and Pathsource,
     Inc.

   * Kathleen R. Flaherty, 52.  Ms. Flaherty currently serves as
     a Director of CMS Energy Corporation and Marconi
     Corporation, plc.  Ms. Flaherty was previously President and
     Chief Operating Officer of Winstar International from 1999
     through 2001.  From 1997 through 1998, Ms. Flaherty was the
     Senior Vice President, Global Product Architecture for MCI.

   * Bruce D. Martin, 35.  Mr. Martin is a Director of Angelo,
     Gordon & Co., a private investment firm.

   * John F. McGovern, 57.  Mr. McGovern is Founder and a Partner
     of Aurora Capital LLC since 1999.  Prior to joining Aurora
     Capital, Mr. McGovern worked for Georgia-Pacific Corporation
     from 1981 to 1999 serving in many different positions, most
     recently as Executive Vice President, Finance and Chief
     Financial Officer from 1994 to 1999.  Mr. McGovern currently
     serves on the Board of Directors for Payless ShoeSource,
     Inc. and Forest2Market.  Mr. McGovern was formerly a
     director of Golden Bear, Inc., ChanneLinx, Inc. and Seabulk
     International, Inc.

   * William E. Redmond, Jr. - Mr. Redmond has been a Director of
     World Kitchen Incorporated since January 2003 and a Director
     of Arch Wireless since June 2002.  Previously he served as
     Chairman, President, and Chief Executive Officer for Garden
     Way Incorporated from December 1996 through February 2003.

   * Richard R. Russell, 61.  Mr. Russell is the President and
     Chief Executive Officer and a Director of GenTek, Inc. since
     April 1999.  From 1994 until April 1999, he served as the
     President and Chief Executive Officer and a Director of The
     General Chemical Group Inc.  Mr. Russell has also been the
     President and Chief Executive Officer of General Chemical
     Corporation since 1986.

Each of the Debtors' directors was appointed pursuant to the
confirmed Reorganization Plan.

               Non-Employee Directors Compensation

The non-employee directors of the Debtors are entitled to receive
cash compensation and compensation pursuant to these compensation
plans:

   (a) Cash Compensation

       Non-employee directors will receive $35,000 as
       compensation per year, with additional fees of $1,000 for
       attendance at Board or committee meetings.  The board
       chairman receives an additional $35,000 per year.
       Committee chairpersons also receive additional
       compensation in the amount of $10,000, with the exception
       of the audit committee chair who receives $15,000; or

   (b) Equity-based Compensation

       At the time the members of the board of directors were
       appointed, an understanding was reached that each non-
       employee director of the Debtors would receive an annual
       grant of equity securities with a grant date value of
       $35,000.  This agreement has not been implemented to date.

           New Management and Directors Incentive Plan

As of the Effective Date of the Debtors' Reorganization Plan, the
Debtors adopted the New Management and Directors Incentive Plan,
whereby any full or part-time employee, officer or director of
the Debtors or any of its subsidiaries are eligible to receive:

   -- incentive stock options,
   -- non-qualified stock options,
   -- stock appreciation rights,
   -- restricted stock,
   -- performance share awards,
   -- dividend equivalent rights, or
   -- any "other stock-based awards"

Other stock-based awards are defined to include any awards that
are valued in whole or in part by reference to, or are otherwise
based on the fair market value of our common stock.  The
Compensation Committee has the authority to select participants
and determine grants of awards.  As of December 31, 2003, there
were 1,000,000 shares of GenTek common stock available for
issuance under the plan -- subject to equitable adjustment in the
event of a change in capitalization of the Debtors.  The maximum
number of shares with respect to which any awards may be granted
during a calendar year to any participant is 100,000.  Pursuant
to the Plan, within three months following the Effective Date,
the Board is to designate participants to receive stock options
that will, in the aggregate, constitute no more than 10% of the
total common stock issued on the Effective Date.  Upon a "change
in control" of the Debtors, unless otherwise determined by the
Compensation Committee, each outstanding award will automatically
become fully exercisable.

                         Performance Plan

Each of the Executive Officers is eligible to participate in the
Debtors' Performance Plan.  Under the Performance Plan, key
employees may be granted performance awards and annual bonuses
that vest upon the achievement of certain corporate targets.  The
Compensation Committee of the Board has discretion to choose the
recipients of performance awards and annual bonus and the amount
of the awards and bonuses and to set the incentive targets.  With
respect to those employees who are "covered employees" under
Section 162(m) of the Internal Revenue Code, no performance award
may exceed -- when added to any annual bonus awarded under the
Performance Plan -- the lesser of:

   (a) $2,000,000; or

   (b) 200% of the base salary of a "covered employee" as in
       effect on the date that the incentive targets are set.

Upon the achievement of the incentive targets, a participant
becomes vested in his or her award, which is payable in cash.
Upon the occurrence of a change in control, the Compensation
Committee has discretion to accelerate vesting of any outstanding
performance awards.

                          Pension Plans

Certain employees, including Messrs. Russell, Friel and Shaver,
participate in the General Chemical Corporation Salaried
Employee's Pension Plan, a defined benefit plan that generally
benefits full-time, salaried employees.  A participating
employee's annual retirement benefit is determined by the
employee's credited service under the Pension Plan and average
annual earnings during the five years of the final ten years of
service credited under the Pension Plan for which such employee's
earnings were highest.  Annual earnings include principally
salary, overtime and short-term incentive compensation.  The
Pension Plan provides that a participating employee's right to
receive benefits under the Pension Plan becomes fully vested
after five years of service.  Under the Pension Plan, benefits
are adjusted by a portion of the social security benefits
received by participants.

In addition, Messrs. Russell, Friel and Shaver participate in an
unfunded non-qualified excess benefit plan, which pays benefits
that would otherwise accrue in accordance with the provisions of
the Pension Plan, but which are not payable under the Pension
Plan by reason of certain benefit limitations imposed by the
Internal Revenue Code of 1986, as amended.  Under this formula,
the average recognized compensation under the non-qualified
excess benefit plan for each of the Executives as of December 31,
2002 are:

                Mr. Russell            $804,000
                Mr. Friel               200,400
                Mr. Shaver              416,400

Each of the Executive Officers currently has account balances
under these pension plans:

   (a) The General Chemical Corporation Supplemental Savings and
       Retirement Plan;

   (b) The Krone Incorporated Supplemental Executive Retirement
       Plan; or

   (c) The Prestolite Wire Corporation Supplemental Executive
       Retirement Plan.

GenTek adopted a Key Employee Retention Plan pursuant to a
Bankruptcy Court Order on January 21, 2003.  Under the terms of
the KERP, the Debtors were authorized to protect up to $215,000
of the supplemental retirement plan account balance of certain
Executive Officers, provided that no distribution may be made to
any Executive Officer before the second anniversary of the
Debtors' emergence from Chapter 11.  For each of Messrs. Russell,
Friel and Shaver, the $215,000 includes a pension component of
the Executive Officer's supplemental retirement plan balance.
The supplemental retirement plan accounts of Messrs. Lowy and
Patel include only a savings and not a pension component.  With
respect to Messrs. Russell and Lowy, all SERP balances in excess
of $215,000 that is attributable to the savings component of a
SERP -- including employee contributions, employer matching
contributions, and accrued interest -- will be deemed to vest
ratably over a four-year period commencing on the Plan Effective
Date and will be otherwise paid in accordance with the terms of
the SERPs, provided that:

   (a) No payment will be made before the second anniversary of
       the Effective Date or during the four-year vesting period.
       In addition, the entire excess SERP balance will accrue
       interest at the United States Treasury Bill rate.  During
       the four-year vesting period, any non-vested portion of
       the SERP balance of any employee covered by this
       subsection will vest immediately on the earlier of:

       -- the date on which the employee's employment is
          terminated for any reason other than for "cause" or
          such employee terminates such employment for "good
          reason" as each such term is defined in the KERP;

       -- as to Mr. Lowy, the date on which the Debtors'
          businesses or the Debtors' communications segment is
          sold through a single transaction or series of related
          transactions; or

       -- as to Mr. Russell, the date on which the Debtors'
          businesses are sold through a single transaction or
          series of related transactions; and

   (b) All portions of the excess amount that is attributable to
       the pension component of Mr. Russell's SERP -- $2,633,897
       -- have been treated as a general unsecured claim under
       the Plan.

          Severance and Change in Control Arrangements

Pursuant to the terms of the KERP, certain key employees,
including the Executive Officers are entitled to severance and
change in control benefits.  Under the KERP, an Executive Officer
will receive a lump sum cash payment equal to two times -- or in
the case of Mr. Russell, three times -- the annual salary on the
termination date, in the event that a Executive Officer's
employment is terminated:

   (a) by the Executive Officer for "good reason";

   (b) by the Debtors for any reason other than "cause"; or

   (c) either by the Executive Officer or the Debtors for death
       or "disability".

In addition, the Executive Officers will continue to be covered
by all life, health care, medical and dental insurance plans and
programs -- excluding disability -- for two years, or in
the case of Mr. Russell, for three years.

The KERP further provides for alternative severance protections
to certain key employees, including the Executive Officers within
twelve months following a change of control of the Debtors or a
sale of the business segment by which they are then employed,
provided that the change on control or sale of business segment
occurs prior to the first anniversary of the Effective Date.

If any payment or distribution to any Executive Officer is
subject to excise tax pursuant to Section 4999 of the Internal
Revenue Code, the Executive Officer is entitled to receive a
gross-up payment from the Debtors in an amount that, after
payment by the Executive Officer of all taxes -- including
the excise tax imposed on the gross-up payment -- the amount of
the gross-up payment remaining is equal to the excise tax imposed
under Section 4999 of the Code. (GenTek Bankruptcy News, Issue No.
29; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GEORGIA-PACIFIC: Cerberus Buying Products Distribution Business
---------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) reached a definitive agreement to
sell its building products distribution business to a new company
owned by Cerberus Capital Management L.P., a private, New York-
based investment firm, and members of the distribution business'
management team.  The overall transaction is valued at
approximately $810 million, which assumes $630 million of working
capital at closing and includes the separate sale of the business'
real estate assets for $100 million.

Georgia-Pacific expects the transaction to result in net after-tax
proceeds of approximately $780 million, which will be used to
reduce debt. Actual cash proceeds could be larger or smaller
depending upon working capital levels in the business at closing.
The company expects to record an after-tax gain on the sale of
approximately $20 million in the second quarter.

In addition, Georgia-Pacific will enter into a five-year agreement
for the distribution business to continue purchasing structural
panels, lumber and other building products manufactured by
Georgia-Pacific.  This agreement contains substantially similar
terms as the current arrangement between Georgia-Pacific's
building products manufacturing and building products distribution
businesses.

All current employees of the distribution business, including the
current management team led by Charles McElrea, president -
building products distribution, are expected to join the new
company.

Closing, which is expected to occur during the second quarter, is
subject to customary conditions.  Completion of the transaction is
not subject to financing.

"This agreement is yet another major step forward in reducing debt
and sharpening the focus of Georgia-Pacific," said A.D. "Pete"
Correll, Georgia-Pacific chairman and chief executive officer.
"We believe this transaction represents a fair valuation of the
distribution business, is consistent with our strategy and is in
our shareholders' long-term interest."

Distinct from the company's building products manufacturing
segment, Georgia-Pacific's building products distribution business
is the leading distributor of building products in the United
States. The distribution division's 2003 net sales were $4.3
billion.

The business employs approximately 3,400 people and operates 63
U.S.-based warehouses, plus one location in Canada, from which it
distributes more than 10,000 products across 14 categories,
including structural panels, hardwood plywood, roofing,
insulation, metal products, lumber, paneling, vinyl siding and
particleboard. These products are shipped via a fleet of 900
trucks, one of the nation's largest such fleets.

"The building products distribution business has been a
cornerstone of Georgia-Pacific for decades and these outstanding
employees have built a truly world-class organization," said David
J. Paterson, executive vice president and president - building
products. "This new building products distribution company and our
building products manufacturing business will each independently
focus on their core strengths and strategies while maintaining a
strong customer-supplier relationship.

"The distribution business' separation from Georgia-Pacific will
be an opportunity for it to grow and excel, while our building
products manufacturing business will continue to focus on
differentiating its products through branding and innovation,"
Paterson added.  "In addition, we will remain a leading supplier
to this distribution company as well as to the national home
improvement retailers with which we maintain direct
relationships."

Goldman, Sachs & Co. is acting as financial advisor to Georgia-
Pacific in this transaction.

Headquartered at Atlanta, Georgia-Pacific (S&P, BB+ Corporate
Credit Rating, Negative) is one of the world's leading
manufacturers and marketers of tissue, packaging, paper, building
products, pulp and related chemicals. With 2003 annual sales of
more than $20 billion, the company employs approximately 60,000
people at 400 locations in North America and Europe.  Its familiar
consumer tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products business has long been among the
nation's leading suppliers of building products to lumber and
building materials dealers and large do-it-yourself warehouse
retailers.  For more information, visit http://www.gp.com/

Headquartered in New York, Cerberus Capital Management, L.P. and
its affiliated entities manage funds and accounts with capital in
excess of $12 billion.


GMAC COMMERCIAL: S&P Affirms Ratings for Class G & H Notes
----------------------------------------------------------
Standard & Poor's Ratings Services affirms its ratings on two
classes from GMAC Commercial Mortgage Securities Inc.'s mortgage
pass-through certificates series 1997-C1.

The affirmations reflect credit enhancement levels that adequately
support the ratings under various stress scenarios. However,
Standard & Poor's has concerns regarding the watchlist and
specially serviced assets, as well as several other assets with
credit issues.

As of Feb. 17, 2004, the trust collateral consisted of 266 loans
with an aggregate outstanding principal balance of $1,180.3
million, down from 355 loans amounting to $1,697.0 million at
issuance. The master servicer, GMAC Commercial Mortgage Corp.
(GMACCM), provided partial-year 2003 net cash flow DSC figures for
75.2% of the pool. For the balance of the pool, full-year 2002 DSC
figures were used when available. Based on this information,
Standard & Poor's calculated a weighted average DSC of 1.53x
for these loans, up from 1.36x at issuance. The DSC figures
exclude 12 credit-tenant lease loans (7.4% of the pool), one
defeased loan (0.6%), and an additional 16 loans (4.8%) for which
2002 and 2003 financial data is not available. Thirty-two loans,
comprising 14.7% of the pool by balance, reported DSCs less than
1.0x.

The trust has experienced three losses to date totaling $31.5
million (1.9% of the original pool balance) including a 100.0%
principal loss in December 2003 on a healthcare asset in
Connecticut that had a principal balance of $29.0 million. Despite
this loss, the overall trust delinquency, as of Feb. 17, 2004, was
4.5%, up from 4.4% during Standard & Poor's last review in June
2003. Currently, there are two loans with appraisal reduction
amounts (ARA) aggregating to $4.9 million (0.4%).

The top 10 loans have an aggregate outstanding balance of $234.4
million(19.9%). Excluding the second-largest loan, which is a CTL,
Standard & Poor's calculated a weighted average DSC of 1.77x, up
from 1.32x at issuance. Partial-year 2003 data was used for all
loans in this calculation, with the exception of the largest loan,
for which only year-end 2002 data was available. The increase in
DSC since issuance is largely due to three loans for which the DSC
has approximately doubled since issuance. Three other loans
reported partial-year DSC below 1.10x; two of these loans are on
the watchlist and the third is in special servicing.

There are seven loans with an outstanding balance of $52.8 million
(4.5%) that are with the special servicer, also GMACCM. Four of
these loans are delinquent, while the other three were delinquent
as of the last remittance report, but are now current. The third-
largest loan was 90-plus days delinquent as of the last remittance
report but has recently been brought current. However, there
remains a strong possibility that this loan will become delinquent
once again. This property is secured by a 1.2-million-sq.-ft.
industrial facility in Detroit, Mich. that was built in several
phases, primarily between the 1950s and the 1970s. It has an
outstanding balance of $24.3 million (2.1%) and $25.2 million in
total exposure. According to a recently obtained rent roll, the
property is 75.0% occupied and leases for all but 65,000 sq. ft.
expire by July 2005. According to a recent CB Richard Ellis
report, the amount of leasing activity for Detroit industrial
space was down 70.0% in the fourth quarter 2003 compared to the
same period in 2002. Standard & Poor's is concerned with this
asset due to its size, age, occupancy, and very weak leasing
market. Collectively, these characteristics could result in a
protracted workout period, followed by a substantial loss.

The remaining specially serviced assets are secured by retail,
healthcare, and lodging properties. Two of the retail assets are
REO and have ARA amounts outstanding. One is a 107,000-sq.-ft.
retail property in Miami, Florida with a $4.7 million outstanding
balance, $1.1 million in servicer advances, and a $2.2 million
ARA. This property is currently under contract for sale. The other
retail REO asset is a 159,000-sq.-ft. facility in Antigo, Wis.
with a $4.7 million principal balance, $0.3 million in outstanding
servicer advances, and a $2.7 million ARA. The property will be
listed for sale shortly. Standard & Poor's anticipates losses
equal to, or in excess of, the ARA amount for both of these
properties. The healthcare assets are both 90-plus days
delinquent. One is a 90-bed skilled nursing facility in
Torrington, Conn. with an outstanding balance of $1.4 million and
advances totaling $0.2 million. The borrower has filed for
bankruptcy. The state has contemplated closing this property.
Although this property is still operating, it is no longer
accepting new patients. An appraisal is pending for this asset.
The other healthcare asset a 117-bed skilled nursing facility in
College Place, Wash. It has an outstanding principal balance of
$1.1 million and $0.1 million in advances. This facility closed
Feb. 29, 2004, but the licenses for these beds are valid in the
county until February 2012. Principal losses are expected on both
of these healthcare assets.

The remaining two specially serviced assets, a 156-unit hotel in
Fishkill, N.Y. and a 45,000-sq.-ft retail asset in Phoenix, Ariz.
are current and could be returned to the master servicer in the
next few months.

GMACCM's watchlist consists of 70 loans with an outstanding
principal balance of $288.1 million (24.4%) and includes two of
the top 10 loans. The sixth-largest loan in the pool is secured by
a 381-room hotel in Farmington, Conn. It has a principal balance
of $20.1 million. This property appears on the watchlist because
of a 1.09x DSC for year-to-date (YTD) third quarter 2003, down
from 1.55x in 2002. The eighth-largest loan is secured by an 896-
unit multifamily property in Oklahoma City, Okla. It has an
outstanding balance of $18.9 million. This property has
experienced a sudden and sharply deteriorating operating
performance, as its YTD third quarter 2003 DSC was 0.97x, down
from 1.23x in 2002.

There are six healthcare assets on the watchlist with an aggregate
principal balance of $35.3 million. All six of these loans are on
the watchlist because of DSC issues. None of the healthcare loans
reported a DSC greater than 0.81x, and two loans reported a
negative DSC. The watchlist also contains six lodging assets (in
addition to the sixth-largest loan), with a total principal
balance of $27.8 million. These assets all appear on the watchlist
because of DSC issues. The 58 other loans that are on the
watchlist largely appear due to low DSCs.

Standard & Poor's also examined 10 loans in the portfolio with an
aggregate balance of $13.1 million for which financial data has
been unavailable for the past two years. These loans exclude the
defeased loan, CTL loans, and loans that already appear on the
watchlist. Standard & Poor's also reviewed six loans with exposure
to Kmart that are not with the special servicer or on the
watchlist. The balance for these loans totals $38.1 million.

Standard & Poor's analysis included stressing the specially
serviced loans, loans on the watchlist, loans without recent
financial data, and other loans with credit issues at various loss
severities. The resultant credit support levels supported the
affirmed ratings.

                        RATINGS AFFIRMED

               GMAC Commercial Mortgage Securities Inc.
           Mortgage pass-through certificates series 1997-C1

        Class   Rating    Credit Enhancement
        G       B+                     6.68%
        H       CCC-                   1.65%


HALL KINION: Balks at Kforce's Move to Terminate Merger Agreement
-----------------------------------------------------------------
Hall, Kinion & Associates, Inc. (Nasdaq: HAKI), The Talent
Source(R), expresses strong disappointment in Kforce Inc.'s
announcement undermining the proposed merger.

In its Form 10-K filed with the Securities and Exchange
Commission, Kforce stated that its has notified Hall Kinion(R)
that it believes certain conditions exist or will exist in the
future that constitute a material adverse effect on Hall Kinion.
It also stated that Kforce had failed to confirm its intention to
recommend the merger to the Kforce shareholders, as requested by
Hall Kinion. The failure by Kforce to confirm its recommendation
is a violation of the merger agreement. Hall Kinion adamantly
denies that any conditions exist that would permit Kforce to
terminate the merger agreement. The merger agreement contains
provisions requiring a party to provide written notice of an
alleged breach of the agreement and also provides for an
opportunity to cure any alleged breach. Hall Kinion has not
received from Kforce a formal notice of alleged breach of the
material adverse effect provisions of the merger agreement. Given
the Kforce statements, the outcome of the merger is uncertain. "We
are continuing discussions with Kforce representatives," the
Company states.

"We have a valid and binding contract with Kforce. We do not
believe that we are in breach of the agreement, and we expect
Kforce to live up to its obligations to complete the merger on the
terms negotiated. We plan to take all steps necessary to protect
our rights under the merger agreement," said Brenda Rhodes, CEO of
Hall Kinion.

For the fourth quarter of 2003, net revenues were $33.6 million,
compared with net revenues of $39.2 million in the fourth quarter
of 2002. Gross profit for the fourth quarter of 2003 was $9.2
million or 27.4% of net revenues, versus $12.0 million or 30.6% of
net revenues, for the fourth quarter of 2002. The fourth quarter
of 2003 net loss was $15.1 million, or a loss of $1.20 per share
versus a net loss of $17.7 million, or a loss of $1.39 per share,
for the fourth quarter of 2002. The fourth quarter and fiscal year
ended December 28, 2003 results include an income tax provision of
$14.2 million, of which $14.0 million results from a 100%
valuation allowance recorded against the Company's deferred tax
assets.

For the year ended December 28, 2003, net revenues were $156.9
million, compared with net revenues of $120.4 million for the year
ended December 29, 2002. Gross profit for fiscal year 2003 was
$45.3 million or 28.9% of net revenues, versus $39.7 million or
32.9% of net revenues, for fiscal year 2002. Net loss for fiscal
year 2003 was $18.6 million, or a loss of $1.47 per share compared
with a net loss of $20.6 million, or a loss of $1.66 per share,
for fiscal year 2002. The foregoing results are unaudited and the
Company expects to file its audited financials in its Form 10-K on
or around March 29, 2004.

               About Hall Kinion & Associates

Hall, Kinion & Associates, Inc., The Talent Source for specialized
professionals, delivers world-class talent on a contract and full-
time basis to high-demand sectors. The Company finds, evaluates
and places industry- specific Technology and Corporate
Professionals.

Founded in 1991, Hall Kinion completed its initial public offering
in 1997. The Company operates two divisions, both of which provide
consultants and direct-hire talent: The Technology Professional
Division places highly- skilled experts in positions ranging from
software engineering to CTO into technology, financial services,
healthcare, government and energy sectors. The Corporate
Professional Services Division (OnStaff) places specialists at all
levels into real estate, financial services and healthcare
sectors. For the most current corporate and financial information,
visit the Company's Web site at http://www.hallkinion.com/

                    About OnStaff

OnStaff is a premier national specialty staffing firm placing
temporary and full-time professionals in the Title, Escrow,
Mortgage, Financial Services and Healthcare industries. The
Company operates industry-specific recruiting and placement Web
sites including: http://www.titleboard.com/,
http://www.escrowboard.com/, http://www.bankingboard.com/and
MediCenter.com . OnStaff's Web site address is
http://www.onstaff.com/

OnStaff is a wholly owned subsidiary of Hall Kinion & Associates,
Inc.

                         *   *   *

In its latest Form 10-Q filed with the Securities & Exchange
Commission, Hall, Kinion & Associates, Inc. reports:

               LIQUIDITY AND CAPITAL RESOURCES

"Historically, we funded our operations and working capital needs
through cash generated from operations, periodically supplemented
by borrowings under a revolving line of credit. Our operating
activities used $6 million for the nine months ended September 28,
2003. The use of these funds is primarily attributable to funding
a $3.1 million increase in accounts receivable related to
increased revenue and a decrease of $5.6 million in accrued
liabilities, primarily from restructuring.

"Net cash used by investing activities for the nine months ended
September 28, 2003 was $0.4 million, primarily reflecting payments
for software licenses and leasehold improvements.

"Net cash provided by financing activities for the nine months
ended September 28, 2003 was $0.6 million, primarily reflecting
net additional borrowing on the credit line. The Company's banking
arrangement requires that all cash deposits received be applied to
reduce the outstanding balance on the bank line of credit. The
Company then draws against the available line of credit the
estimated amount required for operations.

"The Company entered into an agreement dated June 13, 2003 with
CIT Business Credit for a new three-year renewable credit facility
of $16 million that replaced an existing credit facility of $12
million and is used primarily to fund operations. Significant
terms and conditions of the agreement are as follows:

  -- Availability is determined by the lesser of (i) 85% of
     eligible accounts receivable, less certain receivable
     balances as defined in the agreement that totaled $5.5
     million as of September 28, 2003, (ii) cash collected during
     the most recent 45-day period, or (iii) the full amount of
     the facility, less letters of credit and certain payables as
     defined in the agreement that totaled approximately $327,000
     as of September 28, 2003.


  -- Interest is at prime plus 1.25% and starting June 27, 2004,
     the interest may be reduced to a rate that is as low as prime
     plus 0.5%, contingent upon the Company meeting specified
     levels of profitability.

  -- Financial covenants require meeting specific ratios of fixed
     charge coverage and maintaining a minimum combined average
     balance of cash and credit line availability of $2 million,
     calculated on a monthly basis.

  -- Borrowings are collateralized by all of the Company's assets.

  -- The Company may not declare or pay any dividends or
     distribution of any kind nor acquire, redeem, or retire any
     of its own capital stock.

  -- A bank lockbox was established, whereby all Company cash
     receipts are first applied to the line of credit.

"As of September 28, 2003, outstanding borrowings under the line
of credit were $10,904,000 and additional available borrowings
were $2,620,000.

"The Company expects to be able to fund current operations from
cash flow from operations, its existing credit facility, and
securing additional availability under the line of credit from the
sale of real property not currently used in the operation of the
business. The OnStaff acquisition agreement provides for an
earnout with payments over a three-year period provided that
certain revenue, gross margin, earnings and productivity targets
are satisfied. The first earnout period will end on December 28,
2003, with payment of any earnout due on February 15, 2004. The
maximum earnout payment for the first period is $4.3 million. If
the maximum payment is earned, the Company will likely need to
seek additional sources of funds in order to make the payment. The
Company's cash flow is not sufficient to fund operations and cover
the payment of the earnout. No additional sources of liquidity
have been identified, and no assurance can be given that
additional financing will be available."


HEALTHSOUTH: Obtains Temporary Order Preventing Debt Acceleration
-----------------------------------------------------------------
HealthSouth Corp. (OTC Pink Sheets: HLSH) announced that the
Circuit Court of Jefferson County, Alabama, has granted its
request and issued a temporary restraining order to prevent
acceleration of its outstanding notes.

HealthSouth said it sought this relief to prevent certain holders
of its notes from accelerating their indebtedness, which
HealthSouth believes would cause substantial harm to its
enterprise value and all of its stakeholders. The suit also seeks
a judicial determination regarding several indenture issues,
including the applicability of certain acceleration and payment
provisions. HealthSouth said it is hopeful these actions will
assist the Company in reaching a consensual agreement with these
noteholders with respect to certain technical defaults and in
completing its restructuring.

The Special Committee of HealthSouth's board, its new management
team and its more than 46,000 employees have worked tirelessly
since the events of March 2003 to restore credibility with its
patients, doctors, employees, creditors, stockholders and other
constituencies. HealthSouth said it is current on all principal
and interest payments and has made great progress in its
turnaround.

                    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's Web site is at http://www.healthsouth.com/


HEARTWOOD LUMBER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Heartwood Lumber Company, Inc.
        62277 Highway 11
        Pearl River, Louisiana 70452

Bankruptcy Case No.: 04-11339

Type of Business: The Debtor offers a range of wood products
                  and related services; from import/export
                  services, to kiln drying, to the manufacture of
                  high end wood products. See
                  http://www.heartwoodlumber.com/

Chapter 11 Petition Date: March 2, 2004

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: Emile L. Turner, Jr., Esq.
                  Law Office of Emile L. Turner, Jr., LLC
                  424 Gravier Street
                  New Orleans, LA 70130
                  Tel: 504-586-9120
                  Fax: 504-581-4962

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Flettrich Services            Vendor                     $45,061

Flettrich Engineering         Vendor                     $27,000

John Muller                   Accounting services        $13,416

Hogan Hardwoods               Vendor                     $10,707

Downes & Reader               Vendor                     $10,430

Atmos Energy                  Utilities                   $9,857

Timber Trading Company        Vendor                      $8,577

Nu-Lite                       Vendor                      $7,982

Charter Industries            Vendor                      $7,880

Cleco Power                   Utilities                   $6,306

Capitol Steel, Inc.           Vendor                      $5,517

Foreverfood, Inc.             Vendor                      $4,907

Will Branch                   Vendor                      $4,000

B & S Underwriters            Insurance                   $3,141

AP Hubbard Lumber             Vendor                      $2,760

Bart Leaveau Boilers          Vendor                      $2,571

Pacific Wood Prod.            Vendor                      $2,000

Mould - Rite                  Vendor                      $1,887

K & B Duct                    Vendor                      $1,580

Straitoplane, Inc.            Vendor                      $1,378


JARDEN CORP: Dixon Extends Exclusivity Agreement to April 12
------------------------------------------------------------
Dixon Ticonderoga Company (Amex: DXT) and Jarden Corporation
(NYSE: JAH) have signed a third extension to the exclusivity
agreement signed on January 9, 2004.  The most recent extension
will allow Jarden until 5:00 p.m. on April 12, 2004, subject to
earlier termination under certain circumstances, to complete its
due diligence review of a potential transaction among Jarden and
Dixon in which Jarden or its affiliate may acquire specified
assets of the company, and to continue to negotiate the terms of
related definitive documentation.

Jarden Corporation Corporation (S&P, B+ Corporate Credit Rating,
Stable) is a leading provider of niche consumer products used
in and around the home, under well-known brand names including
Ball(R), Bernardin(R), Crawford(R), Diamond(R), FoodSaver(R),
Forster(R), Kerr(R), Lehigh(R) and Leslie-Locke(R).  In North
America, Jarden is the market leader in several consumer
categories, including home canning, home vacuum packaging, kitchen
matches, branded retail plastic cutlery, toothpicks and rope, cord
and twine.  Jarden also manufactures zinc strip and a wide array
of plastic products for third party consumer product and medical
companies, as well as its own businesses.


JOEAUTO INC: Turns to GulfStar Group for Financial Advice
---------------------------------------------------------
JoeAuto, Inc., is seeking permission from the U.S. Bankruptcy
Court for the Southern District of Texas, Houston Division, to
retain GulfStar Group as its financial advisor, nunc pro tunc to
January 30, 2004.

The Debtor reports that GulfStar has been providing financial
advisory services since December 1, 2003.  GulfStar has attained a
necessary background to assist the Debtor in dealing effectively
with many of the needs and problems that may arise in this case.

GulfStar will:

   a) assist in developing cash flow and income forecasts for
      the Company;

   b) assist in analyzing the assets and operations of tile
      Company and evaluate alternatives for the business;

   c) review the existing debt and capital structure of the
      Company and assist in developing and evaluating the
      restructuring or amendment thereof;

   d) analyze and evaluate any restructuring proposals to the
      Company; and

   e) report to the Board of Directors and any appropriate
      committee thereof with respect to these matters.

GulfStar will bill at its normal hourly rates:

         Position                    Billing Rate
         --------                    ------------
         Managing Directors          $450 per hour
         Vice Presidents             $350 to $400 per hour
         Associates and Analysts     $250 to $225 per hour
         Administrative Staff        $95 per hour

The current hourly rates for GulfStar employees that may work on
this matter are:

      Professional Name              Billing Rate
      -----------------              ------------
      F.W. "Colt" Luedde III         $450 per hour
      H. Rey Stroube IV              $400 per hour
      Christopher M. Hefty           $225 per hour

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


LOEWEN GROUP: Reorganized Debtors Want Fleegers Claim Disallowed
----------------------------------------------------------------
The Reorganized Loewen Group Debtors object to the proof of claim
jointly filed in these cases by Joe Fleeger, Sherry Dunn and Sandy
Brenneis, the children and heirs of the late Harold and Billie
Fleeger.

Mrs. Fleeger died in 1985 and was supposed to be interred in a
particular casket and tandem crypt, which was purchased from the
Memorial Park Funeral Home & Cemetery -- the Debtors' predecessor-
in-interest.  The crypt was located in Memphis, Tennessee.  The
Debtors purchased the cemetery in June 1997.

Approximately 14 years later, Mr. Fleeger passed away.  During Mr.
Fleeger's internment service, the Fleeger siblings were shocked to
discover that their mother's casket in the crypt was of a much
lesser quality than the one purchased for her remains.  This led
to an investigation, which resulted in further shock to the
family.  Not only was their mother buried in a cheap casket, she
was interred in the wrong space.  For 14 years, the Fleeger
siblings and their late father had been visiting the wrong crypt.

On July 12, 2000, the Fleeger siblings filed a proof of claim in
the Debtors' bankruptcy cases against Debtor Memorial Park, Inc.:

       (a) asserting an unsecured, non-priority claim in an
           unliquidated amount estimated to be $6,000,000; and

       (b) asserting a second unsecured, non-priority claim in
           an unliquidated amount estimated to be $6,000,000.

The claims are based on causes of action for:

       (1)  fraud;
       (2)  misrepresentation;
       (3)  concealment;
       (4)  outrage (tort);
       (5)  willful and malicious conduct;
       (6)  gross negligence;
       (7)  negligence;
       (8)  violations of consumer protection acts; and
       (9)  breach of contract.

In addition, the Fleeger siblings filed a complaint against the
former shareholders, directors and officers of the Debtors'
predecessor-in-interest in a state court in Tennessee.

On November 9, 2001, the Debtors submitted the claims to non-
binding arbitration under the Bankruptcy Court-approved
alternative dispute resolution procedures.  After the arbitration
was conducted, the arbitrator issued an award to the Fleeger
siblings amounting to $5,692.33.  The Fleeger siblings did not
accept the arbitrator's award, and on September 13, 2002, served a
notice of intent to litigate the claims.

The parties subsequently agreed in principle to a procedure to
liquidate the claims.  However, the stipulation documenting the
agreed procedure was delayed by several months due to difficulty
in obtaining a response from the Fleegers' counsel regarding the
draft stipulation.  On August 19, 2003, after the parties finally
reached agreement on the procedure, the discharge injunction was
modified by agreement to permit the procedure to be used.

          Disallow First Claim; Liquidate Second Claim

The parties agreed that the first claim would be disallowed as
duplicative of the second claim.  With respect to the second
claim, the parties agreed that the discharge injunction would be
modified to the extent necessary to permit the Fleeger siblings to
commence an action in an appropriate court in Tennessee and permit
the Fleeger siblings and Alderwoods (Tennessee), Inc., to
prosecute and defend the action -- but only for the purpose of
liquidating the amount of the second claim.  All hearings related
to the claim in the Bankruptcy Court were continued indefinitely
with respect to the second claim.  However, by agreement, the
Debtors could object to allowance of the surviving second claim by
providing the Fleeger siblings with 30 days' written notice.

The Debtors explain that they are moving forward with an objection
to the second claim because, in the six months since the agreement
was reached to proceed in Tennessee, the Fleeger siblings have
done nothing to initiate a proceeding to liquidate the second
claim under the terms of their agreement with Memorial and the
other Debtors.

                      Claim is Time Barred

The Debtors argue that the second claim should be disallowed
because the statute of limitations has expired with respect to the
causes of action that constitute the gravamen of the second claim.
Causes of action based in tort are subject to a one-year or three-
year statute of limitations, depending on the nature of the
alleged tort.  Causes of action based on violations of consumer
protection laws are subject to a one-year statute of limitations.
As in most states, including Tennessee, causes of action accrue,
and the statute of limitations begins to run, at the latest when
the cause of action is discovered by the claimant.

The Debtors do not address expressly the statute of limitations
applicable to the Fleeger siblings' actions for breach of contract
or negligence.

The Bankruptcy Code provides protection from claimants who seek to
commence an action against a debtor, but who are prohibited from
doing so due to the operation of the automatic stay by extending
the limitations period until the longer of:

       (1) the end of the applicable limitations period,
           including any suspension of the period occurring
           on or after the Petition Date; or

       (2) 30 days after notice of the termination or
           expiration of the stay with respect to the claim
           at issue.

The Debtors note that the event terminating the "stay" for
purposes of the Bankruptcy Code's saving statute was the agreement
between the parties providing relief from the discharge
injunction.  The Bankruptcy Code does not toll the statute of
limitations.  It only calls for the applicable time deadlines to
be extended for 30 days after notice of termination of the stay if
any limitations period would have ended on an earlier date.

The Fleeger siblings admit in the second claim that their causes
of action were discovered in January 2000 at the time of the
burial of Mr. Fleeger.  Accordingly, absent the Debtors'
bankruptcy cases, under Tennessee law the statute of limitations
for the Fleeger siblings' tort and consumer protection causes of
action would have expired no later than January 2003 -- three
years after the January 2000 discovery date. The parties'
agreement occurred on August 19, 2003, permitting the Claimants to
bring a state court action to liquidate the second claim.  By
operation of the Bankruptcy Code, the statute of limitations was,
therefore, extended to no later than September 18, 2003, or 30
days after the agreement.  However, months after the statute of
limitations has expired, the Fleeger siblings have done nothing to
file any suit against Memorial.  Therefore, the second claim
should be disallowed. (Loewen Bankruptcy News, Issue No. 82;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MCDERMOTT: December 2003 Balance Sheet Insolvent by $363 Million
----------------------------------------------------------------
McDermott International, Inc. (NYSE:MDR) reported a loss from
continuing operations of $81.4 million, or $1.26 per diluted
share, for the fourth quarter of 2003, compared to a loss from
continuing operations of $185.6 million, or $2.96 per diluted
share, for the corresponding period in 2002. Including a loss of
$1.3 million from discontinued operations, net loss for the 2003
fourth quarter was $82.7 million, or $1.28 per diluted share. Net
loss for the fourth quarter of 2002 was $184.5 million, or $2.94
per diluted share, which included income from discontinued
operations of $1.1 million. Weighted average common shares
outstanding on a fully diluted basis were 64.6 million and 62.7
million for December 31, 2003 and December 31, 2002, respectively.

Revenues in the fourth quarter of 2003 increased 31.5 percent, to
$581.8 million, compared to the corresponding period in 2002. The
growth in revenues is due to increased activity among J. Ray
McDermott, S.A. and its subsidiaries ("J. Ray"), which comprise
McDermott's Marine Construction Services segment, partially offset
by lower revenues at BWX Technologies, Inc. ("BWXT"), the
principle subsidiary in McDermott's Government Operations segment.

The fourth quarter 2003 operating loss was $61.1 million, which
included $64.7 million of losses on three J. Ray projects,
including a $10.9 million increase in the estimated costs
necessary to complete the Front Runner EPIC spar, a $24.6 million
increase in the expected loss associated with the Carina Aries
project in Argentina, and a $29.2 million loss on the Belanak FPSO
project at J. Ray's Batam Island facility. Also included in the
operating loss was an increase in an insurance charge to J. Ray of
$5.4 million, and $18.9 million of corporate, non-cash qualified
pension plan expense. Partially offsetting these items was a $4.5
million benefit at BWXT associated with a reimbursable corporate
expense. As indicated in its March 1, 2004 press release, the
Company is seeking to recover up to $25 million of the losses J.
Ray recorded during 2003 through change orders, negotiated
settlements or legal proceedings.

The 2002 fourth quarter operating loss of $70.5 million included
an increase of $47.2 million in expenses related to J. Ray's three
EPIC spar contracts.

"The fourth quarter 2003 was a step backwards in the turnaround
process at J. Ray due to additional charges on the three projects,
but I continue to believe that we will be successful in our
efforts, particularly as we see the end in sight to these troubled
projects," said Bruce W. Wilkinson, chairman of the board and
chief executive officer of McDermott. "We have now substantially
completed two of the EPIC spar projects that have plagued J. Ray,
and these three remaining projects that are in loss positions will
be behind us during 2004."

The Company's other expense for the fourth quarter of 2003 was
$15.8 million, compared to $91.0 million in the fourth quarter of
2002. The year-over-year improvement is primarily due to the $86.4
million establishment of the estimated costs related to The
Babcock & Wilcox Company ("B&W") Chapter 11 settlement in the 2002
fourth quarter, compared to the $8.9 million revaluation of that
expense in the 2003 fourth quarter. This revaluation will continue
to fluctuate on a quarterly basis and is largely dependent on the
quarterly price movement in McDermott's stock price.

At December 31, 2003, McDermott International Inc.'s balance sheet
shows a total stockholders' deficit of $363,177,000 compared to
$416,757,000 the prior year.

                         RESULTS OF OPERATIONS

          2003 Fourth Quarter Compared to 2002 Fourth Quarter

Marine Construction Services Segment

Revenues from the Marine Construction Services segment increased
54 percent to $428.6 million in the 2003 fourth quarter. The
revenue growth resulted from increased activity on fabrication and
marine installation projects in all geographic areas where J. Ray
operates, other than the Gulf of Mexico.

Segment loss for the 2003 fourth quarter was $61.3 million
compared to a segment loss in the fourth quarter 2002 of $81.9
million. Major projects contributing to the 2003 fourth quarter
loss were the $64.7 million of aggregate charges on the projects
referred to above (Carina Aries, Front Runner and Belanak),
partially offset by $2.8 million of gains on sales of assets.
Selling, general and administrative expenses were $17.4 million,
$1.5 million lower in the 2003 fourth quarter compared to the 2002
fourth quarter.

At December 31, 2003, J. Ray's backlog of $1.4 billion included
$78.5 million related to uncompleted work on the Front Runner
spar, $38.7 million on the Belanak project and $56.4 million
related to the Carina Aries project. J. Ray's backlog was $1.5
billion and $2.1 billion at September 30, 2003 and December 31,
2002, respectively.

Government Operations Segment

Revenues from the Government Operations segment decreased $11.4
million to $153.3 million in the 2003 fourth quarter primarily due
to lower revenues from a management and operations contract in
Ohio, partially offset by higher volumes from the manufacture of
nuclear components for certain U.S. government programs.

Segment income increased 45 percent to $21.1 million in the 2003
fourth quarter, primarily due to the following:

-- higher volumes and margins from the manufacture of nuclear
   components for certain U.S. government programs;

-- the reimbursement of $4.5 million of a corporate expense;

-- better margins from the commercial nuclear environmental
   services; and

-- reduced spending on fuel cell research and development
   projects, and lower other G&A expenses.

These items were partially offset by lower volumes from other
commercial work.

At December 31, 2003, BWXT's backlog was $1.8 billion, compared to
backlog of $1.4 billion and $1.7 billion at September 30, 2003 and
December 31, 2002, respectively.

                         Corporate

Corporate expenses were $21.0 million in the 2003 fourth quarter,
an increase of $17.6 million over the 2002 fourth quarter,
primarily due to an increase of $17.3 million in non-cash
qualified pension plan expense as a result of year-end 2002
changes in the discount rate and plan asset performance.

                 Other Income and Expense

Net interest expense was $6.7 million in the 2003 fourth quarter
compared to $0.9 million in the 2002 fourth quarter, due to higher
interest rates associated with the Company's borrowings, and lower
interest income due to a decrease in the amount of, and average
interest rates earned on, investments.

During the 2003 fourth quarter, revaluation of certain components
of the estimated settlement cost related to the Chapter 11
proceedings involving B&W resulted in an increase in the estimated
cost of the settlement to $127.9 million, resulting in the
recognition of other expense of $8.9 million ($9.7 million after
tax). The consideration to be provided in the proposed settlement
includes, among other things, McDermott common stock, a related
share price guaranty obligation and a promissory note. The
increase in the fourth quarter 2003 estimated settlement cost is
due primarily to an increase in the price of McDermott's common
stock from $5.71 per share at September 30, 2003 to $11.95 per
share at December 31, 2003. The Company is required to revalue
certain components of the estimated settlement cost quarterly and
at the time the securities are issued, assuming the settlement is
finalized. Assuming issuance of the debt and equity securities,
the Company will record such amounts as either liabilities or
stockholders' equity based on the nature of the individual
securities. Thereafter, only the three-year share price guaranty
will be required to be revalued on an ongoing quarterly basis.

The Company reported other expense of $0.2 million in the 2003
fourth quarter, compared to $3.7 million in the 2002 fourth
quarter, due to minority interest income associated with a J. Ray
joint venture, partially offset by an increase in foreign currency
transaction losses.

Provision for income taxes during the fourth quarter of 2003 was
$4.5 million, compared to $24.1 million during the fourth quarter
of 2002. The $19.6 million variance was due to the fourth quarter
2002 increase in provision for income taxes associated with the
B&W Chapter 11 settlement.

                 DISCONTINUED OPERATIONS

In August 2003, the Company completed the sale of Menck GmbH,
formerly a component of the Marine Construction Services segment.
Accordingly, the Company has reported the results of operations
for Menck as discontinued operations. In the fourth quarter 2003,
the Company recorded a loss of $1.3 million associated with the
resolution of open issues related to the sale of Menck.

Hudson Products Corporation ("HPC") was sold in July 2002.
Accordingly, the Company has reported the results of operations
for HPC as discontinued operations during the year 2002.

               THE BABCOCK & WILCOX COMPANY

The Company wrote off its remaining investment in B&W of $224.7
million during the second quarter of 2002 and has not consolidated
B&W with McDermott's financial results since B&W's Chapter 11
bankruptcy filing in February 2000. B&W's revenues decreased $40.0
million, compared to the fourth quarter of 2002, to $356.3 million
in the fourth quarter of 2003. B&W's net income for the 2003
fourth quarter was $24.1 million, an increase of $274.9 million
versus the corresponding period in 2002, due to a $286.5 million
expense in the fourth quarter 2002 related to an increase in B&W's
expected asbestos liability.

                         LIQUIDITY

On a consolidated basis, the Company incurred negative cash flows
for the fourth quarter and full-year 2003. J. Ray expects to incur
negative cash flows from operations during three of four quarters
in 2004, due to the cash outflow on the three spar projects, the
Carina Aries project and the Belanak project, for which
substantial income statement expenses have already been recorded.
The Company expects negative cash flows on a consolidated basis
for two of the four quarters in 2004, reflecting J. Ray's negative
cash flows.

Completion of these projects has and will continue to put a strain
on J. Ray's current liquidity. J. Ray intends to fund its negative
cash flow in 2004 with cash on hand, including cash expected to be
made available when it obtains a new letter-of-credit facility, as
well as through sales of non-strategic assets.

In December 2003, J. Ray issued $200 million of 11 percent, senior
secured notes due 2013. In addition, J. Ray is currently
negotiating a $75 million secured letter-of-credit facility which
is expected to be completed in the first half of 2004. Completion
of this facility would enable J. Ray to replace most of the
approximately $80 million of existing letters of credit which are
currently cash collateralized. Also in December, BWXT completed a
$135 million, three-year working capital facility with a syndicate
of banks.

J. Ray's ability to obtain a new letter-of-credit facility will
depend on numerous factors, including market conditions, J. Ray's
performance and the negotiation of acceptable terms and
conditions. In addition, J. Ray's ability to use the proceeds from
sales of assets to fund its working capital requirements is
limited under the terms of the indenture governing its senior
secured notes. If J. Ray is unable to obtain a new letter of
credit facility or a sufficient amount of available proceeds from
sales of non-strategic assets, J. Ray's ability to pursue
additional projects, which often require letters of credit, and
its liquidity will be adversely impacted. These factors continue
to cause substantial doubt about J. Ray's ability to continue as a
going concern.

                    About the Company

McDermott International, Inc. (S&P, CCC+ Corporate Credit Rating,
Positive) is a leading worldwide energy services company. The
Company's subsidiaries provide engineering, fabrication,
installation, procurement, research, manufacturing, environmental
systems, project management and facility management services to a
variety of customers in the energy and power industries, including
the U.S. Department of Energy.


MEAL SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Meal Solutions I, LLC
        aka Foodies Kitchen
        720 Veterans Boulevard
        Metairie, Louisiana 70005

Bankruptcy Case No.: 04-11367

Type of Business: The Debtor is the first full-service meals
                  market offering fine wines, artisan breads, the
                  freshest produce and meats, and specialty food
                  items.  See http://www.foodieskitchen.com/

Chapter 11 Petition Date: March 3, 2004

Court: Eastern District of Louisiana (New Orleans)

Judge: Thomas M. Brahney III

Debtor's Counsels: Christopher T. Caplinger, Esq.
                   Stewart F. Peck, Esq.
                   Lugenbuhl, Wheaton, Peck, Rankin & Hubbard
                   601 Poydras Street, Suite 2775
                   New Orleans, LA 70130
                   Tel: 504-568-1990
                   Fax: 504-529-7418

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Commander's Family of Restaurants           $30,000

Natco                                       $26,912

Schneider Paper Products                    $22,456

Sysco                                       $21,575

P.A. Menard                                 $15,545

Farmer Fresh Produce                        $12,667

BakeMak - Cahokia Flour Company              $7,230

Commander's Palace, Inc.                     $6,000

Barbe Dairy                                  $5,344

Entergy                                      $4,835

Louisiana Seafood Exchange                   $4,507

Rock-n-Sake                                  $4,090

Swis Chalet                                  $4,071

TLC Services, Inc.                           $3,509

New Orleans Fish House                       $2,699

Zapp's Potato Chips                          $2,509

Auto-Chlor System                            $2,474

Christina O'Malley                           $2,400

Southland Idealease                          $2,316

Louisiana Coca Cola Bottling                 $2,216


MEDMIRA: 2nd Quarter Results Conference Call Set for March 23
-------------------------------------------------------------
MedMira Inc. (TSX Venture: MIR) will host a conference call with
analysts to discuss the company's second quarter financial results
beginning at 11:30 a.m. Eastern Standard Time (12:30 p.m.
Atlantic) on Tuesday, March 23, 2004. The call will be preceded by
the release of the company's second quarter financial results,
which will occur immediately after the market closes the previous
day and will be available on the MedMira web site at:
http://www.medmira.com/

In order to listen to the conference call, please either dial
800-814-4857 for toll-free anywhere in Canada or the USA, or 416-
640-4127 in the Toronto area.

A replay of the call will be available until 23:59 ET Tuesday,
March 30, 2004 and may be accessed by dialing 877-289-8525 for
toll-free anywhere in Canada or the USA, or 416-640-1917 in the
Toronto area and entering the pass code: 21041278 followed by the
number sign anytime after the call has been ended.

MedMira -- http://www.medmira.com/--  is a commercial
biotechnology company that develops, manufactures and markets
qualitative, in vitro diagnostic tests for the detection of
antibodies to certain diseases, such as HIV, in human serum,
plasma or whole blood. The United States FDA and the SFDA in the
People's Republic of China have approved MedMira's Reveal(TM) and
MiraWell(TM) Rapid HIV Tests, respectively.

All of MedMira's diagnostic tests are based on the same flow-
through technology platform, thus facilitating the development of
future products. MedMira's technology provides a quick (under 3
minutes), accurate, portable, safe and cost-effective alternative
to conventional laboratory testing.

At October 31, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about C$3 million.


MERCY HOSPITAL: S&P Raises Revenue Bonds' Rating to CC from D
-------------------------------------------------------------
Standard & Poor's Ratings Services raises its rating on Illinois
Health Facilities Authority's $43.6 million series 1992 revenue
bonds and $18.2 million series 1996 bonds, issued for Mercy
Hospital and Medical Center, to 'CC' from 'D' due to Mercy making
its principal payments to the trustee and bondholders on Feb. 17.

Payments to bondholders included $3.5 million in principal and
$29,989 in accrued interest. Mercy also made additional payments
toward replenishing the debt service reserve fund, which had been
partially depleted in calendar 2003. According to trustee's
counsel, however, the debt service reserve fund is still only
partially funded, although just shy of being completely funded.
Mercy raised cash by selling two buildings that had been under
contract for sale since September 2003, resulting in cash
proceeds of $5.3 million. After not receiving the principal
payment from Mercy in December for the January payment, the
trustee used its discretionary right (according to master trustee
and bond indenture documents) to not use the debt service reserve
fund for principal payments on Jan. 1, 2004, and waited for the
actual payment from Mercy. Interest payments were made by Mercy on
time for the Jan. 1 payment to bondholders.

Mercy missed quarterly debt service payments to the trustee in
calendar 2003. The trustee used the debt service reserve fund to
make interest payments in July, but until the recent building
sales, Mercy did not replenish the debt service reserve fund.

The developing outlook reflects the possibility that Mercy's
rating could be raised or lowered over the next two years. Mercy's
still-difficult business position and financial profile suggest
another default is still possible, and this is compounded by
management's failure to fully fund the debt service reserve
despite available liquidity. However, if all required debt service
payments are made, including full funding of the debt service
reserve, and Mercy continues its recent improvement, a return to
'CCC' is possible. Standard & Poor's will monitor the rating over
the next 6 to 12 months and adjust the rating and outlook
accordingly.

The 'CC' rating reflects Mercy's tenuous liquidity position, weak
operating income, and the partially funded debt service reserve
fund and recent late principal payment. Management anticipates
making its upcoming quarterly debt service payments to the trustee
and all remaining interest and principal payments, but did not say
when it would fund the debt service reserve fund at the required
level.

Regarding sales discussions of Mercy that occurred in fall 2003,
management believes no merger or sale is pending at this time.


MILACRON INC: Secures $100MM to Repay Maturing Bonds and Bank Debt
------------------------------------------------------------------
Milacron Inc. (NYSE: MZ), a leading supplier of plastics
processing equipment and supplies and industrial fluids, has
reached a definitive agreement whereby Glencore Finance AG and
Mizuho International plc are jointly providing Milacron with $100
million in new capital in the form of convertible securities. This
new capital, together with existing cash balances, will be used to
repay the company's $115 million outstanding senior U.S. notes due
March 15, 2004.

Milacron has also reached a separate agreement with Credit Suisse
First Boston for a $140 million credit facility having a term of
approximately one year to refinance existing facilities and
provide additional liquidity. At close, extensions of credit under
the facility in an aggregate amount of $84 million were utilized
to refinance the company's existing revolving bank credit facility
and its existing receivables purchase program.

"We believe this infusion of capital will better position Milacron
to benefit from a sustained economic recovery and will enable the
company to realize its full potential as a leading global supplier
of plastics-processing technologies and industrial fluids," said
Ronald D. Brown, chairman, president and chief executive officer.
"After careful consideration of proposed alternatives, we believe
this refinancing plan represents the best solution for Milacron
and our investors, creditors, employees, customers, suppliers and
distributors. With a reinvigorated capital structure, we expect
Milacron to be a financially stronger company with greater
flexibility to refinance our EUR 115 million bonds due in April
2005."

Glencore and Mizuho will initially purchase $100 million of
exchangeable debt, $30 million of which will be convertible into
Milacron common stock at the option of the holders without
shareholder approval, in reliance on an exception to the New York
Stock Exchange's shareholder approval policy available if securing
such approval would seriously jeopardize the financial viability
of the enterprise. Upon receipt of shareholder approval of both
the authorization of additional shares of Milacron common stock
and the issuance of preferred stock convertible into such common
stock, the interest rate on all outstanding exchangeable debt
shall be 6% per annum, applied retroactively to the date of
closing. As soon thereafter as a condition relating to the
refinancing of Milacron's EUR 115 million bonds due in April 2005
is satisfied or waived, all exchangeable debt and any common stock
held by Mizuho and Glencore will automatically be exchanged for
convertible preferred stock with a 6% cumulative dividend rate.
Upon issuance of all the convertible preferred stock, Glencore and
Mizuho would together own approximately between 40% and 60% of
Milacron's fully diluted equity, depending on whether Milacron
exercises an option to conduct a rights offering to its existing
shareholders. After seven years, the convertible preferred stock
would automatically be converted into common stock but may be
converted prior to that time at the option of the holders. If
shareholder approval is not obtained, the debt issued to Mizuho
and Glencore will remain outstanding with an initial interest rate
of 20%, increasing to 24% over time, and will be in default, and
any common stock into which a portion of such debt had previously
been converted will be exchanged for shares of the company's
currently authorized, but unissued, serial preference stock with a
liquidation preference equal to $2.00 per share of common stock
exchanged.

The new $140 million credit facility provided by Credit Suisse
First Boston does not require shareholder approval and consists of
a $65 million revolving facility, with a $25 million subfacility
for letters of credit, and a $75 million term loan facility. The
entire credit facility is secured by first priority liens on
substantially all assets of Milacron and its domestic subsidiaries
and includes pledges of stock of various domestic subsidiaries and
certain foreign subsidiaries. Availability under the revolving
facility is limited by a borrowing base calculated based upon
specified percentages of eligible receivables and eligible
inventory, a $10 million minimum availability covenant (resulting
in aggregate availability of no more than $55 million) and other
reserve requirements. Following the closing, additional
availability under the revolving facility was approximately $20
million, after taking into account the minimum availability and
existing reserve requirements. After giving effect to the
termination of the existing revolving bank credit facility and the
accounts receivable liquidity facility and repayment of the senior
U.S. notes, Milacron's current cash balance is expected to be
approximately $60 million.

Milacron's agreements with Credit Suisse First Boston and with
Glencore and Mizuho will be filed with the Securities and Exchange
Commission.

To seek shareholder approval authorizing additional shares of
common stock of the company and the issuance of new preferred
stock convertible into such common stock, Milacron will file with
the SEC as soon as practicable a proxy statement, in which further
details of the refinancing plan will be described. Investors and
security holders of Milacron are urged to read the proxy statement
when it becomes available regarding the authorization of
additional shares of common stock of the company and the issuance
of new preferred stock convertible into such common stock for
which shareholder approval will be sought. The proxy statement
will contain important information about the refinancing plan. A
definitive proxy statement will be sent to the shareholders of
Milacron.

First incorporated in 1884, Milacron (NYSE: MZ) is a leading
global supplier of plastics-processing technologies and industrial
fluids. With 2003 consolidated sales of $740 million, the company
employs 3,500 people and operates major manufacturing facilities
in North America, Europe and Asia.

                         *   *   *

As reported yesterday in the Troubled Company Reporter, Standard &
Poor's Ratings Services said that its 'CCC' corporate  credit and
its other ratings on Milacron Inc. remain on CreditWatch where
they were originally placed Feb. 12, 2004, but the implications
were revised to negative from developing.

As Standard & Poor's has indicated previously, ratings would be
lowered further to 'D', if the various mid-March maturities
including the $115 million in principal amount of the company's
senior notes and indebtedness under its revolving credit facility
are not paid or if actions to reduce debt involve exchanges that
Standard & Poor's considers a constructive default.

"We believe that given the company's recent offer to bondholders
and subsequent rejection by the bondholders, it now appears less
likely that Milacron will be successful in meeting debt maturities
without impairing creditors," said Standard & Poor's credit
analyst Robert Schulz.


MIRANT: PricewaterhouseCoopers' Report on the Canadian Debtors
--------------------------------------------------------------
On February 13, 2004, PricewaterhouseCoopers, Inc., in its
capacity as the CCAA Court-appointed Monitor for the Canadian
Mirant Units, reports that based on the Canadian Debtors'
application, the CCAA Court:

   (a) extended the stay of proceedings until March 31, 2004;

   (b) approved the proposed sale of certain assets; and

   (c) resolved various issues relating to TransCanada.

          Monitoring of Business and Financial Affairs

The Canadian Debtors continued to provide the Monitor with access
to their property and to their books, records, data and financial
information to enable the Monitor to monitor and assess the
Canadian Debtors' business and financial affairs.  The Monitor
has continued to monitor the Canadian Debtors' business and
financial affairs and their compliance with the provisions of the
Initial Order regarding their property and the carrying on of
their business.

                        Cash Flow Forecast

According to the Monitor, the Canadian Debtors continue to trade
on a conservative basis while they await the closing of the CCAA
Court-approved sale transactions.  Throughout this period, the
Canadian Debtors' operations continue to have credit support from
Mirant Corporation and they have continued to trade with their
U.S. affiliate.  After the closing, the Canadian Debtors advised
that they would cease trading activities.

               Mirant Canada Energy Marketing, Ltd.
                        Cash Flow Forecast
            For the period from January 1, to 31, 2004

                                         Forecast      Actual
                                         --------      ------
Opening cash balance Dec. 31, 2003     $92,478,902  $92,442,213
Trading activity                            19,896     (609,684)
General and administrative expenses       (290,000)    (387,673)
                                       -----------  -----------
Closing balance Jan. 31, 2004          $92,208,798  $91,453,855

Mirant Canada had closing cash balances of $91,500,000 equivalent
at January 31, 2004 compared with its forecast of about
$92,200,000 equivalent.  The January 31, 2004 cash equivalent
balance was represented by approximately $68,400,000 and
CN$30,500,000.  The Company's existing foreign exchange policy is
to hold cash predominantly in U.S. Dollar deposits.  However,
Mirant Canada's U.S. Dollar requirements in relation to its
monthly trading obligations have substantially declined and will
be essentially eliminated when the sale to Tenaska Marketing of
Canada closes in early March 2004.  The Canadian Debtors and the
Monitor are currently determining the necessity and desirability
of paying dividends under the Plan in U.S. or Canadian dollars.
In addition, the Canadian Debtors will be seeking input from
their major stakeholders and experts in the area on whether to
continue to hold U.S. Dollar deposits beyond February 2004, and
if so, as to when a conversion of those deposits to Canadian
dollars should be made.

                     January 2004 Settlements

In January 2004, the Canadian Debtors received $800,000 net and
paid CN$1,700,000 net in respect of its contractual commitments
with 14 Counterparties under the Trading Contracts who had not
terminated their contracts with the Canadian Debtors.

             General and Administrative Disbursements

The Monitor informs the CCAA Court that the Canadian Debtors have
paid:

   (a) approximately $40,000 to various taxation authorities; and

   (b) approximately $286,000 in respect of Employee Obligations.

Management has advised that it has submitted its recommendation
for 2003 bonuses to the Canadian Debtors' U.S. affiliates for
approval by the compensation committee.  The current cash flow
forecast includes approximately $1,000,000 of bonuses payable in
March 2004.  Management informs the Monitor that it will seek
Monitor and CCAA Court approval prior to making any bonus
payments.

                    Intercompany Transactions

As the Canadian Debtors have given an undertaking that no
transfers to their U.S. affiliates will take place without the
CCAA Court's approval, no transfer has occurred since the Initial
Order.  The Canadian Debtors continue to trade with the U.S.
affiliate in the ordinary course.  However, trading volumes with
the U.S. affiliate have dropped significantly compared to levels
prior to the Initial Order.

In accordance with normal industry practices, during January
2004, the Canadian Debtors received payments from and made
payments to a U.S. affiliate for transactions that occurred
during December 2003.

                          Claims Process

As the CCAA Court directed, the Monitor is working with the
Canadian Debtors and the U.S. affiliates and the significant non-
related creditors, namely Enron Canada, Paramount Resources,
Inc., and TCPL, to advance the process of determining the claim
of the Canadian Debtors' U.S. affiliates.  The related party
claims, which were disallowed, are in excess of $1,000,000,000.

The current status of the claims:

   Accepted in full      - 22
   Partial disallowance  - 12
   Rejected in full      - 14

The Monitor received three late claims totaling $244,000.  The
Canadian Debtors advised that they will not oppose an application
by a late claimant to have its $133,761 claim allowed in the CCAA
proceedings.  The Monitor agrees and will also not oppose the
application.  A determination of the merits of the remaining two
late claims has not been made yet.

                        Plan of Arrangement

The Canadian Debtors are in the process of quantifying the total
value of claims outstanding against them.  This information will
be used to structure voting on and participation in a Plan of
Arrangement to be presented to the creditors.  The Canadian
Debtors have not indicated a time frame of a Plan of Arrangement
to be presented.  However, the Monitor expects that structuring a
Plan of Arrangement will have to await the conclusion of the
sales process and a determination of the claims made by the
Canadian Debtors' U.S. affiliates.

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 represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from their creditors, they listed
$20,574,000,000 in assets and $11,401,000,000 in debts. (Mirant
Bankruptcy News, Issue No. 25; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


NATIONAL BENEVOLENT: Taps Pranschke & Holderle as Special Counsel
-----------------------------------------------------------------
The National Benevolent Association of the Christian Church and
its debtor-affiliates sought and obtained approval from the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, to hire Pranschke & Holderle, L.C. as its special
corporate counsel.

The Debtors report that they've employed Pranschke & Holderle and
its predecessor firm, Draheim & Pranschke, as outside general
counsel for approximately 21 years.

Pranschke & Holderle is a full-service law firm has experience and
expertise in representing a wide variety of tax-exempt, non-profit
organizations.

The Debtors expect Pranschke & Holderle to:

   a. advise and represent the Debtors with respect to general
      legal matters, including, but not limited to, deferred and
      direct charitable giving and solicitation, federal, state
      and local taxation, corporate law, general business law,
      health care law, labor and employment law, employee
      benefit law, construction law, real estate and property
      law, real estate development law, securities law, secured
      and unsecured bond and HUD financing, acquisitions and
      divestitures, litigation oversight, commercial
      transactions, contracts, governmental regulation of non-
      profit organizations, constitutional law, environmental
      law, wills, trusts and probate, international law,
      insurance law, administrative law, and oversight of
      copyright and trademark registration;

   b. advise the Debtors with respect to the management and
      operation of their businesses, specifically excluding the
      representation of the Debtors in the prosecution of these
      chapter 11 cases;

   c. work with WG&M, the Debtors' reorganization counsel, as
      may be necessary from time to time;

   d. appear in court and before administrative bodies on the
      Debtors' behalf to protect the Debtors' interests; and

   e. provide other legal services, as requested by the Debtors.

The professionals who will render services in these cases are:

         Professional                 Billing Rate
         ------------                 ------------
         Karl E. Holderle, III        $241 per hour
         Leonard J. Pranschke         $241 per hour
         Heidrun M. Buehner           $228 per hour
         Ann T. Stillman              $198 per hour
         Ravi Sundara                 $196 per hour
         Sandra B. Greenfield         $182 per hour
         Lauren B. Homer              $220 per hour
         Donna H. Baber               $160 per hour
         Timothy R. Ramberger         $163 per hour
         Christina M. Schultejans     $140 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.


NAT'L CENTURY: Gets Okay to Use Cash Collateral Through April 30
----------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates sought and obtained the Court's permission to
continue using their cash collateral through the earlier of the
Effective Date of their Fourth Amended Joint Plan of Liquidation
or April 30, 2004, in accordance with the Budget.  The Court
further orders that the aggregate funds transferred from the
Restricted SPV Accounts during the period December 6, 2003
through and including the earlier of the Effective Date or
April 30, 2004, will not exceed $20,500,000.

National Century Financial Enterprises, Inc.'s Eleven-Week
Projected Cash Flow report (updated February 23, 2004) for the
period February 20 to April 30, 2004 is available for free at:

http://bankrupt.com/misc/NCcashcollbudget_022004to043004.pdf

           National Century Financial Enterprises, Inc.
                   Eleven-Week Cash Flow Forecast
                   February 20 to April 30, 2004

Operating Cash Inflows
   A/R Receipts (Net)                                         $0
   Leases/Other                                                0
                                                  --------------
   Total Operating Cash Inflows                                0

Operating Cash Outflows
   Payroll                                               523,287
   Legal                                                 235,500
   Sundry Services                                       691,500
   Miscellaneous/Contingency                             501,750
                                                  --------------
   Total Cash Outflows from Ops.                       1,952,037

   Net Operating Cash Flow                            (1,952,037)

Non-Operating In/(Out)flows
   Asset Sales                                                 0
   Other Non-Operating Cash Inflows                            0
   Restructuring Prof. Fees and Expenses
      Retained Debtor                                 (5,875,882)
      Retained Creditor                               (4,718,420)
      Non-Retained Professionals and Other               (18,462)
                                                  --------------
                                                     (10,612,763)

   Total Non-Operating In/(Out)flows                 (10,612,763)

   TOTAL NET CASH FLOW                               (12,564,800)

   Beginning Cash Balance                              4,424,516
   Net Cash Flow                                     (12,564,800)
   Transfers from Lockbox Funds                                0
   Transfers to NPF VI and NPF XII                             0
   Transfers from NPF VI and NPF XII                   8,140,284
   Total Available Net Cash Position                           0

   Cumulative Funding Need                             8,140,284
                                                  ==============
   Cumulative Net Cash Flow                         ($21,064,570)
                                                  ==============

Headquartered in Dublin, Ohio, National Century Financial
Enterprises, Inc. -- http://www.ncfe.com/-- is the market leader
in healthcare finance focused on providing medical accounts
receivable financing to middle market healthcare providers.  The
Company filed for Chapter 11 protection on November 18, 2002
(Bankr. D. Ohio Case No. 02-65235).  Paul E. Harner, Esq., Jones,
Day, Reavis & Pogue represents the Debtors in their restructuring
efforts. (National Century Bankruptcy News, Issue No. 35;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NAT'L STEEL: UMWA Demands Partial Payment of Administrative Claim
-----------------------------------------------------------------
The UMWA Combined Benefit Fund and the UMWA 1992 Benefit Plan ask
the Court to allow the administrative tax expenses owed by the
National Steel Debtors pursuant to the Coal Industry Health
Benefit Act of 1992, and to compel the Debtors to pay the portion
of the administrative claim that has become due as of January 20,
2004.

Thomas J. Angell, Esq., at Jacobs, Burns, Orlove, Stanton &
Hernandez, in Chicago, Illinois, explains that under the Coal
Act, the Debtors are required to pay premiums to the UMWA
Combined Benefit Fund and the UMWA 1992 Benefit Plan.  These
premiums are treated as federal taxes in bankruptcy and must be
paid as administrative expenses to the extent they are incurred
after the Petition Date.  The obligation to pay Coal Act premiums
is not discharged in bankruptcy, and premiums incurred following
the completion of the bankruptcy proceeding are the reorganized
Debtors' obligation.  Because the Coal Act provides for joint and
several liabilities among signatory operators and their related
persons, all of the Coal Act Debtors and the Reorganized Debtors
are jointly and severally liable for these obligations.
Accordingly, the Coal Act Funds now seek immediate payment of the
premiums that have come due during the administrative period, as
well as an order requiring the Debtors or the National Steel
Corporation Creditor Trust to continue paying premiums as they
come due.

Mr. Angell tells the Court that after the Petition Date, the
Debtors continued to comply with their Coal Act obligations for
some time.  The Debtors paid premiums to the 1992 Plan and the
Combined Fund, and they also continued to maintain their own
retiree health plan pursuant to the Coal Act, which covered 770
beneficiaries as of January 15, 2004.  The Debtors became
delinquent, beginning January 2003, and ceased paying any
premiums at all in September 2003.  The Debtors have also ceased
maintaining their Benefit Plan effective January 15, 2004 and, as
a result, they are now obligated to pay additional premiums to
the 1992 Plan on behalf of the beneficiaries formerly covered by
that Plan.

Mr. Angell notes that the Debtors' failure and refusal to pay the
premiums required by the Coal Act is in direct violation of the
statute and is not permitted by the Bankruptcy Code.  The
Debtors' recent assertions to the Coal Act Funds, that the
consummation of their liquidating plan has resulted in the
cessation of their Coal Act obligations, are both specious and
incorrect.

Mr. Angell relates that the Social Security Administration has
assigned 593 Combined Fund Beneficiaries to Debtors National
Steel Corporation and National Mines Corporation, and another 339
to non-debtor subsidiary Mathics Coal Company, pursuant to the
Coal Act.  For the Plan Year that began on October 1, 2002, the
amount of the Debtors' Combined Fund per beneficiary premium
obligation was $1,359,528.  Of that amount, the Debtors are
delinquent for $2,677, plus interest.

The Debtors' delinquency to the 1992 Plan for monthly per
beneficiary premiums through December 2003 is $8,093.  This
represents $4,708 owed by National Mines for the months of
January through December for one beneficiary, and $3,835 owed by
National Coal for the months of September through December for
two beneficiaries.  The Debtors are also delinquent to the 1992
Plan for $331,870 for the annual pre-funding premium that came
due on January 15, 2004.  In addition, as the result of the
Debtors' termination of their individual employer health plan,
770 additional beneficiaries are being enrolled in the 1992 Plan.
The amount per beneficiary premium is currently $465.
Accordingly, the Debtors' monthly per beneficiary premium
obligation will be $358,181. (National Steel Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NET PERCEPTIONS: Stockholders to Reconvene on March 23 in Minn.
---------------------------------------------------------------
Net Perceptions, Inc. (Nasdaq:NETP) announced that its special
meeting of stockholders convened at the Company's headquarters
this morning has been adjourned, as there were not enough shares
present at the meeting to constitute a quorum for the transaction
of business. The adjourned special meeting will be reconvened at
10:00 a.m. Central Standard Time on Tuesday, March 23, 2004 at the
Company's headquarters located at 7700 France Avenue South, Edina,
Minnesota. The original record date of January 13, 2004 will apply
to the reconvened meeting.

Tom Donnelly, the Company's President and Chief Financial Officer,
stated "I strongly urge stockholders to return their proxy cards
immediately with a vote in favor of the board-recommended plan of
liquidation. We want stockholders to know that every vote counts.
Because approval of the plan of liquidation requires the
affirmative vote of a majority of the outstanding shares of our
common stock, stockholders who do not return their proxy card or
do not come to the special meeting to vote in person are
effectively voting against the plan of liquidation. In the
interest of resolving the Company's future in the near term, we
sincerely hope that all stockholders will promptly cast their vote
in favor of the plan of liquidation."

The Company also said that stockholders who need additional copies
of the Company's definitive proxy statement and proxy card
previously sent to stockholders and filed with the Securities and
Exchange Commission should contact the Company's President at
(952) 842-5400.


NEW CONSTRUCTION: Section 341(a) Meeting Scheduled for March 24
---------------------------------------------------------------
The United States Trustee will convene a meeting of New
Construction, Inc.'s creditors at 10:00 a.m., on March 24, 2004,
at 115 South Union Street, Suite 208, Alexandria, Virginia 22314.
This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

Additionally, all creditors wishing to assert a claim against the
Debtor's estate have until June 22, 2004, to file their proofs of
claim or be forever barred from asserting that claim.  Government
units have until August 16, 2004, to file their proofs of claim.
Proofs of claim should be filed with the Bankruptcy Clerk.

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.


NEXTEL COMMS: Improved Credit Profile Spurs Fitch to Up Ratings
---------------------------------------------------------------
Fitch Ratings has upgraded the ratings on Nextel Communications
Inc.'s senior unsecured notes to 'BB' from 'BB-', and Nextel's
preferred stock rating to 'BB-' from 'B'. The rating on Nextel
Finance Company's senior secured bank facility at 'BB+' remains
unchanged. The Rating Outlook is Stable.

The rating upgrade reflects Nextel's continued progress in
improving its credit profile through its strong operating
performance, which is driving greater cash flows, and on-going
balance sheet reconstruction to reduce financial risk.

Consequently, Nextel has materially reduced interest and preferred
dividend obligations and extended maturities beyond 2010 while
reducing medium-term maturity levels. The balance sheet
improvements during the second half of 2003 include:

-- The retirement of $3.5 billion of higher yield debt and the
   issuance of $2.5 billion of lower cost debt.

-- The redemption of the majority (approximately $750 million) of
   its preferred stock obligation.

-- Increased financial flexibility through the amendment of the
   terms to its secured credit facility and the repayment of
   $2.775 in term loans from the proceeds of $2.2 billion in a new
   term loan E and $575 million in cash.

-- The issuance of over $1 billion in equity including $500
   million from its direct stock repurchase program.

Moreover, operational trends remain positive despite greater
competitive threats from wireless number portability and push-to-
talk offerings. Nextel strengthened credit protection measures in
2003 to 2.4 times Debt to EBITDA, which surpassed Fitch's revised
expectations of 2.9x or less. Free cash flow improved to
approximately $1.3 billion for 2003 compared to Fitch's
expectations of at least $700 million. Expectations for 2004 are
encouraging, with Nextel management providing guidance of at least
$1.6 billion in free cash flow. This performance is being driven
by expected net additions in excess of 1.8 million and relatively
stable ARPU due to the increased usage of wireless data services
and nationwide direct connect mitigating pressure on voice
pricing. With approximately $2.2 billion of additional debt
becoming callable in 2004, Fitch expects Nextel to pursue further
improvements to its capital structure by utilizing its excess
cash, free cash flow and availability under its shelf
registration. Nextel has $2 billion available on its $5 billion
shelf registration including $1 billion designated for the direct
stock purchase program. Despite Nextel's aggressive de-leveraging
efforts, liquidity remains solid with $2 billion in cash and over
$1 billion availability through its unused revolver at the end of
2003.

Significant uncertainty and event risk surrounds potential
outcomes associated with the Federal Communications Commission's
review of the Consensus plan proposal. Fitch believes that given
the healthy growth prospects underpinning free cash flow
expectations and debt reduction plans in 2004, Nextel has
significant flexibility within its current rating to offset event
risk associated with the Consensus Plan proposal even if the FCC
requires Nextel to increase its funding commitment in exchange for
PCS spectrum. Clearly, the allocation of 10 MHz of PCS spectrum
and contiguous spectrum at 800 MHz benefits the company and offers
additional strategic alternatives for Nextel's long-term
technology needs. Upon the FCC reaching a final resolution, Fitch
will evaluate the decision to determine if any future positive
rating actions are warranted.

Nextel has other options if a positive resolution is not reached
with the FCC. Nextel has committed to spend approximately $200
million on acquiring a significant amount of spectrum at 2.1 GHz
and 2.5 GHz covering 60 of the top 100 markets and could
potentially deploy a wireless broadband data network utilizing
this spectrum. However, it is worth noting that no other wireless
operator has deployed a nationwide commercial network utilizing
this spectrum, and the propagation characteristics of the MMDS
spectrum would require significantly more cell sites to provide an
equivalent level of coverage compared to a deployment in the 800
MHz spectrum band.

The notching between the unsecured and secured ratings was
compressed to one notch to reflect the rapidly improving credit
profile of Nextel. In addition, the notching between the unsecured
and preferred stock rating was also compressed to one notch given
the improving credit profile and the significant reduction in
total preferred stock thereby improving recovery prospects for the
preferred stockholders.


NORTHWESTERN CORPORATION: Files Reorganization Plan in Delaware
---------------------------------------------------------------
NorthWestern Corporation (OTC Pink Sheets: NTHWQ) has filed a Plan
of Reorganization and Disclosure Statement with the U.S.
Bankruptcy Court for the District of Delaware.

Under the proposed Plan, which is subject to creditor approval and
confirmation by the Bankruptcy Court, NorthWestern's financial
reorganization will be achieved through a debt-for-equity swap.
NorthWestern's existing common stock will be cancelled, and no
distribution will be available for current shareholders. The terms
of the Plan include:

    -- Holders of senior unsecured notes of the Company and trade
       vendor claims in excess of $100,000 would receive, pro
       rata, 98 percent of newly issued common stock.

    -- Holders of secured bonds, including the Company's First
       Mortgage, Pollution Control and Gas Transition Bonds, will
       not be impaired and will be reinstated.

    -- Prepetition claims of trade vendors with claims of $100,000
       or less will be paid in full.

    -- Holders of the Company's five series of Junior Subordinated
       Deferrable Interest Debentures (Trust Preferred Securities
       and QUIPs) would receive, pro rata, 2 percent of newly
       issued stock.

    -- Appointment of seven new members of the Board of Directors
       of the reorganized company by the Creditors Committee to
       include six independent directors and the Company's Chief
       Executive Officer.

The Company said that its newly issued common stock will be listed
on either the New York Stock Exchange or NASDAQ. The Plan
anticipates that the reorganized company's new Board of Directors
will consider paying a dividend on the new common stock, although
there can be no assurance of when the first dividend will be paid.

Upon emergence, the Plan contemplates that NorthWestern will have
an enterprise value of approximately $1.5 billion. The Company's
debt will total approximately $800 million, assuming an additional
paydown of approximately $100 million of secured debt upon
emergence. This represents a decrease of approximately $1.4
billion or 64 percent, from approximately $2.2 billion in Company
debt as of Dec. 31, 2003. The Plan contemplates that the Company's
equity position will be approximately $710 million at emergence,
and the Company will have an expected debt-to-total capitalization
ratio of 53 percent.

Gary Drook, President and Chief Executive Officer, said, "The Plan
we have filed is the result of a great deal of hard work with a
number of our major creditor constituents and other interested
parties and marks a significant milestone in our reorganization
process. While the filing of the Plan is a major step forward, our
intention is to continue our discussions with our Creditors
Committee and other major creditor constituents and interested
parties in the next several weeks in the hope that we can present
a consensual plan to the Court.

"Since our Chapter 11 reorganization filing six months ago, we've
made a tremendous amount of progress in restoring stability to
NorthWestern. We have divested most of our nonutility businesses
and are working to divest the remainder, and we have resolved a
number of other outstanding issues. None of the costs of the
bankruptcy proceeding will be borne by our customers, and we will
not be seeking to raise our utility rates as part of our
reorganization plan," Drook said. "Under the Plan that we have
submitted to the Court, upon emergence, NorthWestern will be a
stable utility with a strong balance sheet and quality assets. We
have initiated discussions with the rating agencies regarding our
Plan and the Company's post-reorganization financial position with
the goal of regaining an investment-grade rating. We will continue
to be focused on reducing our debt and making the necessary
investments in our utility operations to help ensure that we can
build on what we will have accomplished during our
reorganization."

                    Utility Operations

NorthWestern's Plan does not contemplate seeking increases in
rates for its electric and natural gas customers in Montana, South
Dakota or Nebraska. Costs associated with purchasing electricity
and natural gas for NorthWestern's customers fluctuate based on
market conditions and are a direct pass through to customers.

The Company will increase capital spending in 2004 to
approximately $77 million, and is targeting an additional $287
million in capital investments from 2005 to 2008 to further
enhance its transmission and distribution system. Additionally,
the Company said that it is in the process of contracting with an
independent, third-party engineering firm to review system
integrity and reliability.

Mike Hanson, Chief Operating Officer, said, "We have stated all
along that NorthWestern's ability to operate its utility business
would not be adversely affected by the Chapter 11 reorganization.
Our studies indicate that our utility customers believe we are
meeting their daily needs, and our system reliability has been
maintained and remains significantly better than industry
averages. We're proud that our employees have continued to deliver
quality service to our customers despite adversities."

                    Milltown Dam Settlement

NorthWestern, the United States and the State of Montana have
reached an understanding on the economic and certain other terms
of an agreement in principle that would resolve claims regarding
the Milltown Reservoir Superfund site near Missoula, Mont. The
parties are working to incorporate these understandings into an
overall settlement that can be presented to the Bankruptcy Court.
Previously, NorthWestern and Atlantic Richfield Company executed a
settlement agreement which caps NorthWestern's potential liability
for remediation of the Milltown site at no more than $10 million.
NorthWestern is currently seeking approval of this settlement
agreement from the Bankruptcy Court.

                      Employee Issues

NorthWestern said that employee wages, welfare benefits and
qualified pension plans will not change under the Plan.
Additionally, the Company said that it will be making
approximately $86 million in contributions to its qualified
pension plans over the next five years. The Company has
approximately 1,270 full-time employees in Montana, South Dakota
and Nebraska. Likewise, the Plan will not change welfare and
qualified pension benefits for its approximately 1,000 retirees.

             Securities Litigation Settlements

NorthWestern has entered into a tentative settlement agreement
with parties involved in certain pending class actions and
derivative lawsuits involving the Company, its subsidiaries and
certain present and former officers and directors. Under the terms
of the proposed settlement, all claims against the Company, its
subsidiaries and other parties would be dismissed without
admission of liability or wrongdoing. The Company will establish a
settlement fund for class members in the amount of $41 million of
which approximately $37 million will be contributed by the
Company's insurance carriers and $4 million would be contributed
from other persons or parties. In addition, if the Company's
nonoperating subsidiary, Netexit, Inc., formerly Expanets, Inc.,
determines to utilize a bankruptcy proceeding to wind-up its
affairs, the class action plaintiffs would receive a liquidated
securities claim in such proceeding of $20 million.

The fees and expenses of class counsel and administration costs
will be paid from the settlement fund. The settlement is subject
to approval by the Bankruptcy Court and by the U.S. District Court
for the District of South Dakota, where the consolidated class
actions are pending. Assuming receipt of necessary judicial
approvals, a notice containing a more complete description of the
proposed settlement and the steps class members must take in order
to share in the proposed settlement will be mailed to class
members.

             Disclosure Statement and Solicitation

The Company said it expects the Bankruptcy Court to hold a hearing
to approve the Disclosure Statement for the Plan of Reorganization
on May 17, 2004. Upon approval of the Disclosure Statement, the
Company will commence a solicitation of votes of creditors to
approve the Plan.

"We are focused on successfully completing reorganization and
emerging as a financially strong and publicly traded company in
the fourth quarter of 2004," said Drook. "If we are successful, we
will have completed the reorganization process in approximately
one year, which is substantially faster than other recent or
pending regulated utility bankruptcy proceedings."

                    About NorthWestern

NorthWestern Corporation is one of the largest providers of
electricity and natural gas in the Upper Midwest and Northwest,
serving approximately 608,000 customers in Montana, South Dakota
and Nebraska.


NRG ENERGY: Moves to Sell Nelson Assets & Proposes Sale Protocol
----------------------------------------------------------------
Debtors LSP-Nelson Energy, LLC and NRG Nelson Turbines LLC own
certain assets, which are related to the partially constructed
1,180-MW combined cycle Power Project located in Illinois.
Robbin L. Itkins, Esq., at Kirkland & Ellis, in New York, reports
that the Nelson Entities have no equity in the Nelson Assets.
The Nelson Project is not complete and therefore is not
operating.  The Nelson Assets have significant carrying costs and
the completion of the Nelson Project is not a viable option for
the Debtors.

Accordingly, the Debtors seek the Court's permission to sell the
Nelson Assets by sales, which Thomassen Amcot International, LLC,
on the Debtors' behalf, will negotiate subject to certain
procedures.

With Credit Suisse First Boston's consent, the Debtors propose to
sell each of the Nelson Assets for the highest and best offer
received taking into consideration the exigencies and
circumstances.  CSFB is the agent of the Nelson Entities'
Prepetition Credit Agreement.  The Debtors and Thomassen propose
to follow these procedures with respect to the pending sales:

A. The Debtors will notify interested parties of the filing of
   their request:

      * Any known affected creditor asserting a lien on any
        Nelson Asset subject to Sale;

      * The United States Trustee;

      * The Agent's counsel; and

      * The Committee's counsel.

B. The Debtors propose to sell each of the Nelson Assets for no
   less than the minimum prices:

                                             Individual Asset
      Quantity      Description             Minimum (per asset)
      --------      -----------             -------------------
         1          GE Frame 7FA GTG set       $15,000,000

         4          GE D-11 STG set              6,500,000 each

         4          Foster Wheeler HRSG          3,000,000 each
                                            -------------------
                    TOTAL ASSET MINIMUM        $53,000,000
                                            ===================

C. If the Debtors determine that they are unable to sell one of
   the Nelson Assets for an amount equal to or greater than the
   Individual Asset Minimum, the Debtors will give additional
   notice.  The notice will set forth the Nelson Asset to be sold
   and the price at which the Debtors propose to sell the asset.
   If none of the Interested Notice Parties objects within 7 days
   of receipt of the notice, the Debtors may consummate the Sale
   of the Nelson Asset.  If an objection is received within that
   period that cannot be resolved, the Nelson Asset will not be
   sold except upon further order of the Court after notice and a
   hearing.

D. The Debtors propose to send notice to all creditors in these
   cases.  The notice will set forth a list of the Nelson Assets
   and will provide information regarding the procedures to be
   used to sell the assets.  The Notice, together with a copy of
   the Sale Approval Order, will be served on the Notice Parties:

   (a) Governmental Entities:

       * the Office of the United States Trustee,

       * the Federal Energy Regulatory Commission,

       * the Internal Revenue Service,

       * the United States Environmental Protection Agency,

       * any applicable Illinois environmental agencies,

       * the Securities and Exchange Commission, and

       * all relevant federal, state and local taxing
         authorities.

   (b) The Debtors' significant creditors:

       * CSFB's counsel,

       * All other persons who are known by the Debtors to have
         liens on or are asserting a security interest in the
         Nelson Assets,

       * All financial institutions that have provided loans to
         the Debtors,

       * Holders of the 20 largest unsecured claims against the
         Debtors, and

       * the Committee's counsel.

   (c) All known parties that have expressed an interest to the
       Debtors in the last 12 months in acquiring the Nelson
       Assets; and

   (d) Any entity that has filed a notice of appearance and
       demand for service of papers in this bankruptcy case
       pursuant to Rule 2002 of the Federal Rules of Bankruptcy
       Procedure as of the date of service of the Notice in the
       NRG Debtors' cases and Nelson Entities' cases.

Mr. Itkins points out that the fairness and reasonableness of the
consideration to be received by the Debtors will ultimately be
demonstrated by a "market check" through an auction process.  The
Sale to the highest bidders for each of the Nelson Assets is
intended to result in proceeds of at least $53,000,000. (NRG
Energy Bankruptcy News, Issue No. 24; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ONEIDA: Sr. Lenders Agree to Postpone $3.9M Payment Until Mar 31
----------------------------------------------------------------
Oneida Ltd. (NYSE:OCQ) has obtained further waiver extensions
through March 31, 2004 from its lenders in regard to the company's
financial covenants and in respect to certain payments that are
due. Previously announced waivers were effective through March 15,
2004.

Oneida's bank lenders agreed to further postpone, until March 31,
2004, reductions of $5 million, $10 million and $20 million in the
company's credit availability that originally were scheduled to
take effect on November 3, 2003, January 30, 2004 and February 7,
2004, respectively, under the company's revolving credit
agreement.

Morgan, Lewis & Bockius LLP and Alvarez & Marsal are providing
professional advice to the bank lending consortium, comprised of:

     * JPMorgan Chase Bank
     * Banc of America Strategic Solutions, Inc.
     * Fleet National Bank
     * HSBC Bank USA
     * Manufacturers and Traders Trust Company
     * The Bank of Nova Scotia
     * Citibank, N.A. and
     * Banca Nazionale del Lavoro S.p.A.

Oneida's senior note holders also agreed to further defer until
March 31, 2004 a $3.9 million payment from the company that was
originally due on October 31, 2003.

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

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


ONEIDA: Sells Buffalo China Plant to Niagara Ceramics for $5.5MM
----------------------------------------------------------------
Oneida Ltd. (NYSE:OCQ) has completed its sale of certain assets of
its Buffalo China dinnerware factory in Buffalo, N.Y., to Niagara
Ceramics Corporation of Buffalo for $5.5 million in cash. Oneida
previously announced on January 20, 2004 an agreement to sell the
assets to BC Acquisition Company LLC, which has since assigned its
interests to Niagara Ceramics Corporation, an entity comprised of
the same principal leadership as BC Acquisition Company, LLC.

The sale includes the factory buildings and associated equipment,
materials and supplies. The Buffalo China name and all other
active Buffalo China trademarks and logos will remain the property
of Oneida. The sale does not include the Buffalo China warehouse
in Buffalo, N.Y., which Oneida will continue to operate for the
foreseeable future.

As was previously announced, the buyers will operate the Buffalo
factory as an independent supplier. Niagara Ceramics is headed by
Robert L. Lupica, who previously was Oneida's Senior Vice
President and General Manager for Buffalo Operations.

Oneida had announced on October 31, 2003 that it decided to close
the Buffalo factory, along with four other factory sites, because
of factors involving manufacturing costs. The Buffalo site has
remained in operation through the completion of the sale. The
other four locations that were closed included a dinnerware
factory in Juarez, Mexico; flatware factory in Toluca, Mexico;
holloware factory in Shanghai, China; holloware factory in
Vercelli, Italy. Those facilities' assets also are in the process
of being sold.

"With the completion of the Buffalo factory sale, we have
finalized a key element in our restructuring," said Peter J.
Kallet, Oneida Chairman and Chief Executive Officer. "We wish all
the best to Niagara Ceramics in their operations, and we look
forward to working with them as one of our key suppliers to Oneida
Foodservice."

Mr. Lupica of Niagara Ceramics said, "We would like to express our
thanks to local and state government leaders whose assistance
helped make this transaction possible. We are focused on enabling
the factory to continue as an important presence in Buffalo, and
on building a wide-ranging dinnerware business."

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


OWENS CORNING: Committee Turns to Andrew Churg for Asbestos Advice
------------------------------------------------------------------
On January 13, 2004, the Official Committee of Unsecured
Creditors appointed in the Chapter 11 cases of Owens Corning and
its debtor-affiliates selected Dr. Andrew M. Churg to provide them
with asbestos medical consulting services during the pendency of
these Chapter 11 cases.  The Commercial Committee selected Dr.
Churg as an asbestos medical consultant because of his extensive
and diverse experience, knowledge and reputation in the field of
pathology, especially with regard to asbestos-related illness,
and because the Commercial Committee believes that Dr. Churg is
well-qualified to provide the asbestos medical consulting
services and expertise that are required by the Commercial
Committee in these Chapter 11 cases.  Dr. Churg's experience
includes extensive research of lung-related diseases and
mesothelioma.  Dr. Churg has written numerous medical journal
articles and books regarding the pathology of asbestos related
disease.

The Commercial Committee believes that Dr. Churg's services are
both necessary and appropriate and will assist them with
evaluating and responding to the plan of reorganization,
including formulating and developing an estimate of future
asbestos-related injury claims and the appropriate medical
standards for evaluating the claims.

Accordingly, the Commercial Committee seeks the Court's
permission to retain Dr. Churg as an asbestos medical consultant,
nunc pro tunc to January 13, 2004, to provide expert services
regarding exposure to, identification of, and treatment for
asbestos-related injuries.

As consultant, Dr. Churg will be:

   (1) providing advice with respect to the pathology of
       asbestos-related illness;

   (2) assisting in the development of medical standards to be
       used in claims procedures in any future trust;

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

   (4) testifying on behalf of the Commercial Committee, if
       necessary; and

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

Dr. Churg is willing to coordinate with the Commercial
Committee's other advisors and counsel, as appropriate, to avoid
duplication of effort.

According to Gregory T. Donilon, Esq., at Morris, Nichols, Arsht
& Tunnel, in Wilmington, Delaware, Dr. Churg will be compensated
on an hourly or daily basis for the services rendered.  The
current hourly rate to be paid is $400 for work performed in
Vancouver, British Columbia, where Dr. Churg resides.  For any
work conducted outside of Vancouver, Dr. Churg will be paid
$4,000 daily.  In addition, Dr. Churg will be paid a $1,200 non-
refundable retainer.

Hourly and daily rates do not include out-of-pocket expenses like
travel, long distance calls, messenger service, express mail,
bulk mailing, photocopies, or entertainment.  Any expenses are
billed at cost in addition to the hourly and daily rates.  This
compensation arrangement is consistent with and typical of the
arrangements entered into by Dr. Churg regarding the provision of
similar services for clients like the Commercial Committee.

The Commercial Committee further asks Judge Fitzgerald not to
subject Dr. Churg's compensation to the 20% holdback adopted by
the Delaware Bankruptcy Court.  Dr. Churg's usual and customary
practice is to be paid in advance and on retainer, and he only
makes his services available on that basis.  The Commercial
Committee makes this request in light of Dr. Churg's pre-eminence
in the field of pathology and the benefit that will inure to the
creditors, the Debtors and the Debtors' estates as a result of
his services.

Dr. Churg assures the Court that:

   (1) he is a "disinterested person" within the meaning of
       Section 101(14) of the Bankruptcy Code and as required by
       Section 328 of the Bankruptcy Code and holds no interest
       adverse to the Debtors and their estate for the matter for
       which he is to be employed; and

   (2) he has no connection to the Debtors, their creditors or
       their related parties.

Dr. Churg will conduct an ongoing review of his files to ensure
that no conflicts or other disqualifying circumstances exist or
arise.  If any new facts or relationships are discovered, Dr.
Churg will disclose it to 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)


PACIFIC GAS: Plans to Offer $6.7 Billion in First Mortgage Bonds
----------------------------------------------------------------
Pacific Gas and Electric Company intends to offer $6.7 billion in
first mortgage bonds as part of its financing plan to emerge from
Chapter 11. The proceeds of the offering, subject to satisfaction
of certain conditions to implement the company's confirmed plan of
reorganization, will be used to pay allowed creditor claims as the
company emerges from Chapter 11.

The offering will be completed under a shelf registration
statement previously filed with the Securities and Exchange
Commission. The $6.7 billion in first mortgage bonds will be sold
in multiple tranches.

Lehman Brothers and UBS Investment Bank will act as joint
bookrunners for this offering. A written prospectus supplement and
the related prospectus may be obtained from Lehman Brothers at 745
Seventh Avenue, New York, NY 10019 or UBS Investment Bank at 677
Washington Boulevard, Stamford CT 06901.


PACIFIC GAS: Responds to Moody's Investment Grade Ratings
---------------------------------------------------------
Pacific Gas and Electric Company issued the following statement
after Moody's Investors Service upgraded the company's credit
rating to investment grade level at Baa3 and assigned a
prospective investment grade level of Baa2 to the company's senior
secured debt that would be issued as part of the Chapter 11
financing plan. Moody's prospective rating would become effective
upon closing of the company's senior secured debt financing:

"Moody's announcement is another positive development in PG&E's
effort to complete the necessary exit financing to implement the
plan of reorganization."

Moody's also upgraded the company's preferred stock to Ba2 from B1
and assigned a Baa2 rating to the company's $850 million secured
bank revolving credit facility that has also been arranged as part
of the company's exit financing plan. The rating agency stated
that the rating outlook for the company is stable.


PARMALAT: U.S. Units Obtain Interim Nod for GECC-Backed Financing
-----------------------------------------------------------------
According to Stephen B. Selbst, Esq., at McDermott, Will & Emery,
in New York, the U.S. Parmalat Debtors' liquidity crisis has left
them with virtually no available cash to fund their ongoing
operations pending a possible sale of their business.  The U.S.
Debtors urgently need new credit to purchase raw materials and
inventory, pay their employees, maintain their manufacturing and
distribution systems, and otherwise continue their businesses and
operations.  Without the immediate availability of new credit,
the Debtors' operations would be severely disrupted and they
would be forced to cease or sharply curtail operations of some or
all of their businesses, which in turn would limit or eliminate
their ability to generate operating revenue.

                        Liquidity Crisis

On the Petition Date, the U.S. Debtors have outstanding
obligations under prepetition credit arrangements with Citibank,
N.A., General Electric Capital Corporation and other banks:

    -- Citibank Financing

       Debtors Farmland Dairies, LLC and Milk Products of
       Alabama, LLC, as sellers and initial servicers, are
       parties to the Parmalat Receivables Purchase Agreement
       dated November 2, 2000, with Eureka Securitisation Plc, as
       purchaser, and Citibank, London Branch, as agent.  Under
       the Purchase Agreement, Farmland and Milk Products sell
       trade receivable interests to Eureka thereby generating
       immediate liquidity.  On December 11, 2003, Eureka
       sold and assigned to Citibank all of its rights and
       interest in, and under, the Receivable Interests and the
       Purchase Agreement.  On December 26, 2003, the Debtors
       received notice from Citibank that a default may have
       occurred under the Purchase Agreement.

       The Purchase Agreement provides for certain purchase price
       and related formulas based on a number of factors,
       including, without limitation, purchase eligibility
       standards.  From time to time as a result of the formulas,
       Citibank may have overpaid for Receivable Interests
       purchased from Farmland and Milk Products.  As of the
       Petition Date:

          (i) the aggregate Capital in respect of the Receivable
              Interests purchased from Farmland and Milk Products
              is $48,990,000;

         (ii) the gross amount of receivables of Farmland and
              Milk Products, which Citibank may collect and apply
              against the outstanding aggregate Capital, is
              $53,000,000; and

        (iii) the aggregate Purchase Price Overpayment is
              $2,900,000.

    -- GE Capital Financing

       Farmland is a party to an April 30, 2003 Master Lease
       Financing Agreement with GE Capital Public Finance, Inc.,
       for itself and as agent for certain participants.  GE
       Public Finance purchases from and leases to Farmland most
       of the equipment owned by Farmland located at its
       Wallington, New Jersey, Brooklyn, New York, and Grand
       Rapids, Michigan facilities -- the Prepetition Collateral
       -- for $100,000,000.  GE Public Finance later sold
       participations in its rights under the Prepetition Master
       Lease to other financial institutions and assigned to GE
       Capital the role of Agent for the Prepetition Lessors.

       On December 16, 2003 and December 30, 2003, Farmland
       received notices of default from GE Capital in connection
       with the Prepetition Master Lease.  As of the Petition
       Date, Farmland missed a $3,200,000 lease payment on
       February 1, 2004.  The outstanding payment balance under
       the Prepetition Master Lease is $95,000,000.  The Debtors
       were also liable to certain fees and expenses incurred in
       connection with the Prepetition Master Lease.

       To secure their Prepetition Indebtedness, the Debtors
       granted GE Capital and the Prepetition Lessors, valid,
       duly perfected, first priority liens upon and security
       interests in the Equipment and its proceeds.

    -- Other Financing

       Parmalat USA has outstanding unsecured obligations to
       three banks under separate notes:

          (i) $5,000,000 due on demand to Banca Di Roma;

         (ii) $5,000,000 due on demand to Intesa BCI; and

        (iii) $10,000,000 due on demand to Comerica Bank.

       Parmalat SpA guaranteed Parmalat USA's obligations to
       Intesa BCI and Comerica.

       Parmalat USA is also party to a $7,000,000 credit
       arrangement with Citibank, and a $5,000,000 credit
       arrangement with UniCredito Italiano.  In December 2003,
       however, following demands by Citibank and UniCredito
       Italiano pursuant to the terms of the relevant financing
       documents, Parmalat USA repaid all of the $2,500,000 due
       thereunder.  Citibank and UniCredito Italiano thereafter
       refused to advance further credit under their credit
       arrangements.

Farmland and Milk Products also owe other creditors, consisting
primarily of equipment and real property lessors, milk producers,
vendors of packaging materials, customers owed rebates, and
brokers owed commissions.  Except for Citibank's interests in the
Receivable Interests, and the Prepetition Lessors' interest in
the Prepetition Collateral under the Prepetition Master Lease,
the Debtors' assets are unencumbered.

On December 19, 2003, Westchester Fire Insurance Company demanded
cash collateralization of bonds or a standby letter of credit
backstop.  The bonding program with Westchester included surety
bonds aggregating close to $9,300,000 issued by Westchester to
secure the Debtors' payment obligations to their raw milk
suppliers.  As the Milk Bonds or certain other forms of security
are a licensing requirement for dairy operations in New York, New
Jersey, Pennsylvania, and Michigan, the termination of the Milk
Bonds could have had potentially catastrophic consequences for
the Debtors.  Following extensive negotiations, Westchester
agreed to reissue the bonds at that time, and the Debtors agreed
to provide a $1,000,000 cash collateral to secure their
reimbursement obligations to Westchester.

In mid-January 2004, the Debtors defaulted on several large
payments to milk suppliers.  On January 21 and 27, 2004, the
Debtors received $5,000,000 and $3,600,000 in loans from Parmalat
SpA as a temporary measure to address their most immediate and
critical funding needs.  Although the Parent Loans provided a
measure of relief, they were insufficient to enable the Debtors
to meet ongoing cash requirements and ensure the continuity of
their supply of raw milk.

                $35,000,000 GE Capital Commitment

Mr. Selbst relates that the Debtors were unable to procure
financing in the form of unsecured credit allowable under Section
503(b)(1) of the Bankruptcy Code, as an administrative expense
under Section 364(a) or (b), or in exchange for the grant of an
administrative expense priority pursuant to Section 364(c)(1)
without the grant of liens on assets.  Accordingly, the Debtors,
their attorneys and financial advisors, sought proposals for
postpetition financing from GE Capital, as well as a number of
outside institutions.

Because they have been unable to procure the necessary financing
from any other source, the Debtors have determined to accept a
financing proposal put forward by GE Capital.  The Debtors
believe that the GE Capital financing proposal addresses their
working capital and liquidity needs.

Pursuant to a Credit Agreement dated February 24, 2004, among
Farmland, as Borrower, Parmalat USA and Milk Products as
Guarantors, GE Capital, as Postpetition Agent, and a consortium
of postpetition lenders, the Debtors will obtain cash advances
and other extensions of credit in an aggregate principal amount
of up to $35,000,000 on a revolving credit basis.

The DIP Loan Facility will operate in two stages:

      (1) Under an interim facility, the initial loans and
          advances will be limited to $17,500,000; and

      (2) Upon final Court approval of the Facility, all of the
          Postpetition Loans will become available for the
          Debtors' use.

"The availability of post-petition financing will provide more
than just the necessary cash for the Debtors to operate their
businesses pending the sale.  Equally important is the sense of
confidence that the financing will instill in the suppliers,
customers, and employees.  The failure of the Debtors' suppliers
to extend credit and services to the Debtors at this time, and
the loss of customer patronage, could have a profound negative
impact on the Debtors' ability to reorganize or preserve value
pending a sale of the businesses," Mr. Selbst tells the Court.

By this motion, the Debtors ask the Court to approve the DIP Loan
Facility.

                      $2,000,000 Carve-Out

The DIP Loan Facility includes at least a $2,000,000 commitment
available only under certain circumstances to fund the payment of
the Permitted Fee Expenses following an Event of Default.  The
Interim Facility also includes a commitment to pay Permitted Fee
Expenses.  Borrowings under the DIP Loan Facility are subject to
a weekly budget established by the Debtors.

                         Use of Proceeds

The Debtors will use the DIP proceeds to:

   (a) fund ongoing working capital and general corporate needs
       during their Chapter 11 cases;

   (b) pay the fees, costs, expenses, and disbursements of
       professionals retained by the Debtors and any statutory
       committees appointed in the Chapter 11 cases;

   (c) pay the costs and expenses of members of the Committees as
       approved by the Court, and other bankruptcy-related costs
       as allowed by the Court; and

   (d) pay the fees and expenses, including, without limitation,
       reasonable attorneys' fees and expenses, owed to the DIP
       Lenders under the DIP Loan Facility and the other loan
       documents.

                            DIP Liens

To secure their obligations under the DIP Loan Facility, the
Debtors will grant the DIP Lenders security interests in, and
liens on, all of their assets, including, without limitation,
land, vehicles, and intangibles owned by Farmland and Milk
Products, and Parmalat USA's equity interest in Farmland.

                   Prepetition Lenders Consent

The Prepetition Lenders have agreed that the payment of the
Debtors' obligations to the Prepetition Lessors under the
Prepetition Master Lease will be subordinate and subject to the
prior payment of the Financing Obligations.  Moreover, the
Prepetition Lessors have consented to the deferral and accrual,
rather than the payment in cash, of all sums due pursuant to the
Prepetition Master Lease.

The Debtors have also agreed to grant the Prepetition Lessors a
junior lien in certain of the Collateral to secure any diminution
in value as a result of the Subordination Arrangements, plus,
junior liens -- not limited to diminution in value -- on certain
parcels of real property owned by the Debtors located in
Wallington, New Jersey, Brooklyn, New York, and Grand Rapids,
Michigan.

                      Citibank Consents Too

Citibank has agreed, among other things, to continue to provide
funds to the Debtors under the Receivables Purchase Agreement.
Citibank will be granted a first priority security interest --
shared with the Postpetition Lenders -- in the Postpetition
Collateral, to secure the Debtors' obligations to Citibank with
respect to any Purchase Price Overpayments but only to the extent
of the lesser of:

      * $3,000,000; and

      * the portion of the aggregate amount of the Purchase Price
        Overpayment that exceeds $1,500,000.

                Sale of Substantially All Assets

The DIP Loan Facility obligates the Debtors to file a request
with the Court seeking approval of the sale of substantially all
of their assets.  The Debtors will also seek Court approval of
certain procedures for competitive bidding.  The Debtors are
obligated to proceed with and accomplish the Sale pursuant to the
Procedures.

                       $1,000,000 DIP Fees

The Debtors agree to pay to GE Capital a non-refundable
arrangement fee of $300,000, and another non-refundable facility
fee of $700,000 for the ratable benefit of DIP Lenders.  The Fees
will be fully earned as of the Closing Date and are payable as:

   (a) Closing Date:

       On the Closing Date, the Debtors will pay $150,000 of the
       arrangement fee and $350,000 of the facility fee; and

   (b) Entry of the Final Order:

       On the date that the Final Order is entered, the Debtors
       will pay the remaining $150,000 of the arrangement fee and
       the remaining $350,000 of the facility fee.

                    Termination of Commitment

Except for the obligations with respect to Permitted Fee
Expenses, all obligations and commitments of Citibank, GE Capital
and DIP Lenders, and the Debtors' authorization to use Cash
Collateral, will terminate at the earliest of:

      (i) August 23, 2004;

     (ii) the effective date of any reorganization plan; or

    (iii) entry of a Court order converting any of the Chapter 11
          cases to a case under Chapter 7 of the Bankruptcy Code,
          or dismissing any of the Chapter 11 cases.

GE Capital is not obligated to give notice of Termination Events.

                       Events of Defaults

Events of Default under the DIP Loan Facility include:

   (a) the filing of any challenge by the Debtors, the Committee,
       or any party-in-interest, to the validity, priority, or
       extent of any liens of the DIP Lenders or the Prepetition
       Lessors, or the validity and enforceability of the claims
       of the DIP Lenders and the Prepetition Lessors;

   (b) the filing of any challenge by the Debtors, the
       Committees, or any party-in-interest, to the true sale
       nature of the Receivables Agreement, including, without
       limitation, to the validity or enforceability of any
       rights or claims granted to Eureka or Citibank;

   (c) the failure to continue to retain AlixPartners as the
       Debtors' consultants on terms acceptable to the DIP Agent;

   (d) the failure to continue to retain Lazard Freres & Co., as
       the Debtors' financial advisors; and

   (e) the Debtors' failure to meet any of these milestones with
       respect to the sale of their businesses and assets:

       * Approval of the Debtors' interim retention of Lazard by
         March 10, 2004;

       * Execution of definitive documentation with respect to
         the Sale on or before March 20, 2004;

       * Court approval of sales procedures by April 15, 2004;

       * Court approval of the Sale or a comparable sale to any
         higher bidder by May 30, 2004; and

       * Closing of the Sale or a comparable sale to any higher
         bidder on or before June 30, 2004.

       Creditors May Challenge Prepetition Lenders' Liens

The DIP Loan Facility provides that the creditor committee
appointed in these cases or other party-in-interest may file an
adversary proceeding or contested matter challenging the amount,
validity, enforceability, perfection, or priority of a
prepetition lender's claim and liens:

      -- within 75 days after the Petition Date if no Committee
         is appointed; or

      -- if a Committee is appointed, no later than 60 days after
         the appointment of the Committee.

The adversary proceeding or contested matter may proceed to
settlement or judgment solely with respect to any claim which had
been asserted in the adversary proceeding or contested matter
before the conclusion of the Investigation Period.

This provision is an extraordinary provision because the 60-day
statute of limitations for the committee begins to run on the
appointment of the committee rather than on the appointment of
counsel for the committee.  The deadlines are not subject to
extension upon a showing of good cause.

Daniel R. Murray, Esq., and Michael S. Terrien, Esq., at Jenner &
Block, LLP, in Chicago, Illinois, represent GE Capital.

                        *     *     *

The Court finds that an immediate and critical need exists for
the Debtors to obtain funds to continue the operation of their
business.  On an interim basis, Judge Drain permits the Debtors
to draw up to $17,500,000 from the DIP Loan Facility.  Judge
Drain also authorizes the Debtors to pay the necessary fees.

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 FINANZIARIA: Investigators Recover EUR4 Million
--------------------------------------------------------
Italian officials on Wednesday, March 10, confiscated about EUR4
million (US$4.9 million) belonging to a former Bank of America
executive, according to Agence France-Presse.

The amount, deposited with a bank not named by the news wire,
belongs to Luca Sala.  He reportedly acknowledged in late February
having misappropriated US$27 million in bonuses in relation to
Parmalat's bond issue.  Mr. Sala is the head of the bank's
business finance unit, supervising several bond issues for which
the bank received commissions.  He is currently under
investigation for money laundering in the northern city of Parma.


PDC MILFORD POWER: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: PDC Milford Power, LLC
        1900 West Loop South, Suite 770
        Houston, Texas 77027

Bankruptcy Case No.: 04-11521

Type of Business: The Debtor is a subsidiary of Power
                  Development Company, Inc., a developer
                  of independent power generation facilities in
                  the United States.

Chapter 11 Petition Date: February 27, 2004

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Jay F. Theise, Esq.
                  Rubin and Rudman LLP
                  50 Rowes Wharf
                  Boston, MA 02110
                  Tel: 617-330-7000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
El Paso Energy Corp.          Contract claims for     $3,310,055
1001 Louisiana Street         capital contributions
Houston, TX 77002             advanced to debtor

Internal Revenue Service                                 Unknown

Mass. Depart. of Revenue                                 Unknown


PEABODY ENERGY: S&P Assigns BB- Rating to $200M Sr. Unsec. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all its ratings on
Peabody Energy Corp. and assigned its 'BB-' rating to the
company's $200 million senior unsecured notes due 2016. In
addition, Standard & Poor's assigned its '1' recovery rating to
Peabody's $1.3 billion senior secured credit facility. This and
the existing 'BB+' rating on the credit facility (which is one
notch higher than the corporate credit rating) indicate a high
expectation of full recovery of principal in the event of a
default.

Proceeds from the bond offering, in conjunction with a $266
million equity offering, will be used to finance the acquisition
of three coal mines from RAG Coal International AG. The
subsidiaries that guarantee the notes accounted for 97% of the
company's EBITDA generated in 2003.

"The ratings on St. Louis, Mo.-based Peabody Energy Corp. reflect
its aggressive financial leverage, including its significant debt-
like liabilities," said Standard & Poor's credit analyst Thomas
Watters. "The ratings also reflect the company's leading market
position; its substantial, diversified reserve base; and
contractual coal sales."

Peabody is North America's largest coal producer, with
approximately 203 million tons of coal sold (including 26 million
from its trading and brokerage operations) during the 12 months
ended Dec. 31, 2003, and 9.2 billion tons of reserves. Since the
implementation of the Clean Air Act's Phase II provision on Jan.
1, 2000, which requires utilities to further reduce sulfur
emissions, coal utilities have been increasing consumption
of low-sulfur compliance coal to generate electricity. Through a
series of acquisitions, Peabody has shifted its production and
reserve profile to emphasize low-sulfur coal, especially in the
Southern Powder River Basin (SPRB) in Wyoming. Indeed, 78% of
Peabody's sales volume and 42% of its reserves are low sulfur.
Given its significant position in the low-sulfur producing SPRB,
Peabody is positioned to take advantage of the expected
continued, though gradual, growth in Powder River Basin coal
production.

Peabody prefers to contract most of its production under long-term
contracts, reducing exposure to spot market volatility and
ensuring some predictability in its financial performance. Indeed,
approximately 90% of Peabody's estimated 190 million to 195
million tons of 2004 coal production is contracted.

Standard & Poor's has a favorable near-term outlook for the coal
industry, because the factors responsible for the surge in spot
coal prices remain in place and likely will persist in 2004. U.S.
coal production decreased 2% in 2003, largely because of a 4%
decline in eastern coal production. These declines have been
caused by depleted reserve bases in the Central Appalachia
regions, along with geologic difficulties and difficulties in
permitting brownfield and greenfield expansions; lack of surety
bond issuances; environmental lawsuits; and increased regulation.
These difficulties are not expected to ease in 2004 and will
continue to restrain new production.


PG&E NATIONAL: Wants Approval for $30-Mil. Trancanada Break-Up Fee
------------------------------------------------------------------
Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, tells the Court that, pursuant to the Stock
Purchase Agreement, TransCanada will be entitled to payment of a
break-up fee and reimbursement of expenses if the Purchase
Agreement is terminated by:

   (a) TransCanada if:

          (i) NEG willfully breach the Purchase Agreement;

         (ii) the Court has not approved the Bidding Procedures
              and the Purchase Agreement within specified periods
              of time, and the orders do not remain final, non-
              appealable orders as originally entered on the
              Bankruptcy Court docket, not subject to stay.
              However, the Break-up Fee is only payable in this
              case if NEG enters into an agreement with one
              or more third parties relating to an alternative
              transaction or consummate an alternative
              transaction within six months after the
              termination.  In this event, the Break-up Fee is
              only paid upon the consummation of the alternative
              transaction;

        (iii) NEG or the "Acquired Companies" enter into an
              agreement with respect to an alternative
              transaction or the Court enters an order approving
              an alternative transaction, subject to the
              obligations of any Back-up Bidder in accordance
              with the terms of the Bidding Procedures.  The
              Break-up Fee is only paid upon the consummation of
              the alternative transaction;

         (iv) the Court confirms a reorganization plan or a
              liquidation plan that rescinds, avoids or is
              otherwise inconsistent with the Purchase Agreement
              or the transactions contemplated by the Purchase
              Agreement; or

   (b) TransCanada or NEG if:

          (i) the Closing does not occur by November 20, 2004, so
              long as:

              -- certain conditions to closing set forth in the
                 Purchase Agreement have been satisfied; and

              -- NEG enter into an agreement with one or more
                 third parties for an alternative transaction
                 or consummate an alternative transaction within
                 six months after the date of the termination.
                 The Break-up Fee is only paid upon a
                 consummation of an alternative transaction;

         (ii) the auction is held and TransCanada American is not
              the Winning Bidder or the Back-up Bidder, or
              TransCanada American was the Back-up Bidder but is
              no longer obligated to remain as the Back-up Bidder
              pursuant to the terms of the Bidding Procedures.
              In this event, the Break-up Fee is only paid upon
              the consummation of transaction with the Winning
              Bidder or Back-up Bidder, or the consummation of an
              alternative Transaction with a third party within
              nine months of the date the Back-up Bidder
              transaction fails; or

        (iii) after the conclusion of the auction and before the
              approval of the Purchase Agreement, if NEG elects
              to seek confirmation and consummation of a
              stand-alone reorganization plan that does not
              contemplate a sale of GTNC to TransCanada or the
              Winning Bidder.  In this event, the Break-up Fee is
              paid at or before the termination, if terminated by
              NEG, or within three business days of the
              termination, if terminated by TransCanada American.

Pursuant to the Purchase Agreement, the parties agree to a
$30,000,000 Break-up Fee.  The Break-Up Fee is equal to 2.5% of
the $1,203,000,000 cash consideration being provided to NEG under
the Purchase Agreement.

The Expense Reimbursement is equal to TransCanada's actual
documented reasonable fees and expenses incurred in connection
with the transactions contemplated by the Purchase Agreement not
to exceed $3,500,000, plus $500,000 for each 30-day period from
30th day after the Bidding Procedures is approved through the
Termination Date, but in no event more than $5,000,000.

By this motion, NEG seeks the Court's authority to pay the Break-
up Fee and reimburse TransCanada's expenses.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
17; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RCN CORPORATION: Retains the Blackstone Group as Financial Advisor
------------------------------------------------------------------
RCN Corporation (Nasdaq: RCNC) has retained the Blackstone Group
as financial advisor in connection with its continuing
negotiations, with its senior secured lenders, members of an ad
hoc committee of noteholders of its senior notes and others,
towards a successful financial restructuring of its balance sheet
and possible capital raising opportunities. Merrill Lynch will no
longer advise the company in this capacity.

In addition, RCN announced that John Dubel, RCN's President and
Chief Operating Officer, will lead the continuing financial
restructuring negotiations. Douglas Bradbury, who was appointed in
October 2003 to assist in the restructuring effort, has left the
company.

                         About RCN

RCN Corporation (Nasdaq: RCNC) is the nation's first and largest
facilities-based competitive provider of bundled phone, cable and
high speed Internet services delivered over its own fiber-optic
local network to consumers in the most densely populated markets
in the U.S. RCN Business provides carriers and enterprises with
high capacity bandwidth to meet a variety of communications needs.
RCN provides service in the Boston, New York, Philadelphia/Lehigh
Valley, Chicago, San Francisco, and Washington D.C. metropolitan
markets.

                    About Blackstone Group

The Blackstone Group -- http://www.blackstone.com--, a private
investment firm with offices in New York, London and Hamburg, was
founded in 1985. Blackstone's Private Equity Group has raised a
total of approximately $14 billion across five funds including
Blackstone Capital Partners IV, the largest institutional private
equity fund ever raised. Blackstone's Real Estate Group has raised
five funds, representing over $6 billion in total equity, and a
long track record of investing in hotels and other commercial
properties. In addition to Private Equity and Real Estate, The
Blackstone Group's core businesses include, Corporate Debt
Investing, Marketable Alternative Asset Management, Mergers and
Acquisitions Advisory, and Restructuring and Reorganization
Advisory.

                         *   *   *

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

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

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

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


REAL MEX RESTAURANTS: S&P Rates Proposed Sr. Secured Notes at B-
----------------------------------------------------------------
Standard & Poor's Ratings Services assigns its 'B-' rating to
casual restaurant operator Real Mex Restaurant Inc.'s proposed
$105 million senior secured note offering due 2010. The notes will
be issued under Rule 144A with registration rights. The proceeds
will be used to repay existing debt. Standard & Poor's also
assigned its 'B' corporate credit rating to the company. The
outlook is stable. The notes, which are secured by a second lien,
are rated one notch below the corporate credit rating because of
the significant priority debt ahead of the notes.

"The ratings reflect Real Mex's participation in the highly
competitive restaurant industry, its small size and regional
concentration, weak cash flow protection measures, and a highly
leveraged capital structure," said Standard & Poor's credit
analyst Robert Lichtenstein. "These risks are somewhat offset by
the company's established brand in California and its
relatively stable operating performance."

Long Beach, California-based Real Mex is a small player in the
highly competitive casual dining sector of the restaurant
industry. Although the company has an established presence in
California, where its El Torito and Acapulco concepts are the
first- and third-largest casual dining Mexican restaurant chains,
the company maintains a relatively small market share among
overall casual dining chains. Many of its competitors have
substantially greater financial and marketing resources and
continue to expand rapidly, while the company has closed some
units over the past several years. Moreover, Real Mex is
regionally concentrated, with about
90% of its restaurants in California.

The company's strategy is to expand and selectively convert
restaurants to the El Torito concept, as the El Torito restaurants
have better brand recognition, higher margins, and stronger unit
economics than Acapulco. Standard & Poor's believes the company
will maintain its growth at a measured pace.

Operating performance has been relatively stable over the past
three years despite a weak economy and highly competitive
restaurant environment. Same-store sales performance has been
consistent with the restaurant industry, showing improvement in
the second half of 2003 after a weak 2002.

Pro forma for the transaction, cash flow protection measures are
weak, with lease-adjusted EBITDA coverage of interest expense of
about 1.5x and funds from operations to total debt approaching
15%. The company is highly leveraged, with lease-adjusted total
debt to EBITDA of more than 5.5x. Ratios are highly variable due
to the company's small EBITDA base of about $28 million.


RENAISSANCE COSMETICS: Chapter 7 Conversion Approved
----------------------------------------------------
Judge Walrath approved Renaissance Cosmetics, Inc.'s request to
convert its chapter 11 case to a chapter 7 liquidation proceeding.
The Company told Judge Walrath it was hopeful that the resolution
of various causes of action would result in adequate funds to pay
administrative expenses in full and a small dividend to unsecured
creditors.  That didn't happen.

Renaissance filed for chapter 11 protection on June 2, 1999
(Bankr. D. Del. Case No. 99-02136), and sold substantially all
of its assets to DPC Acquisition Corp., on July 30, 1999, for
$29 million.  After terminating all but one employee, the Debtor
sought authority to terminate 401(k) benefit plans, began the
process of marshalling the remaining assets for the benefit of
creditors, and litigating avoidance actions.  The Debtor struck a
deal with General Electric Capital Corp., its secured lender, to
pursue avoidance actions for the benefit of unsecured creditors.
The Debtor thought all of this would culminate in a Liquidating
Chapter 11 Plan and a dividend to unsecured creditors.

Because it's impossible for the Company to propose a confirmable
plan, since administrative claims can't be paid in full, Judge
Walrath finds that a chapter 7 conversion is appropriate under 11
U.S.C. Sec. 1112(a).  The Company did not disclose the extent of
its administrative insolvency in connection with the request to
convert.

The United States Trustee has appointed a chapter 7 trustee to
oversee the estate's liquidation:

     Montague S. Claybrook
     P.O. Box 1310
     Wilmington, Delaware 19899-1310

The U.S. Trustee will convene a meeting of creditors on
March 24, 2004, at 3:00 p.m. in Room 2112 at 844 King Street in
Wilmington, Delaware.  Creditors are directed to file proofs of
claim with the Bankruptcy Court by June 22, 2004.


ROUTIER INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Routier, Inc.
        5818 Johnston Street
        Lafayette, Louisiana 70503

Bankruptcy Case No.: 04-50374

Chapter 11 Petition Date: February 20, 2004

Court: Western District of Louisiana (Opelousas)

Judge: Gerald H. Schiff

Debtor's Counsel: Thomas E. St. Germain, Esq.
                  Weinstein Law Center
                  P.O. Box 8
                  Opelousas, LA 70571-0008
                  Tel: 337-948-4700

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Farmers & Merchants Bank                                $580,000

Shannon E. Richardson                                   $200,000

Internal Revenue Service      940 and 941 taxes         $150,000

State of Louisiana            sales and payroll          $50,000

Lafayette Parish School       sales taxes                $40,000
Board

Conco Food Services                                      $28,534

Lafayette Parish              Property taxes              $9,741

Arrow-SYSCO                                               $6,649

Lafayette Utilities                                       $4,360

Alliant Food Service                                      $4,213

G.E. Capital                                              $3,994

Transwestern Publishing                                   $3,507

Clark Services                                            $2,823

Wright, Moore, Dehart, Dupuis                             $2,750

KRKA                                                      $2,275

LA Restaurant Assoc.                                      $1,915

LAMM Food Service                                         $1,816

KADN                                                      $1,776

Bano Produce Co.                                          $1,676

Chile Pepper Magazine                                     $1,500


ROYAL OLYMPIC: US Bankruptcy Court Dismisses Ch. 11 Proceedings
---------------------------------------------------------------
Royal Olympic Cruises ("ROCL") (Nasdaq: ROCLF) announced that the
U.S. Bankruptcy Court for the District of Hawaii has entered
orders dismissing the Chapter 11 proceedings applicable to the
owning companies of the vessels OLYMPIA EXPLORER and OLYMPIA
VOYAGER, which companies are subsidiaries of ROCL. The dismissal
of these proceedings was entered on consent of debtors and the
creditor banks in view of the imminent sale of the vessels, the
sole assets of their respective owners, at auction

As announced by the company on March 10th, the 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 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.


SIRIUS: Extends Option to Purchase $50 Million Convertible Notes
----------------------------------------------------------------
SIRIUS Satellite Radio (Nasdaq: SIRI) has extended the exercise
date of the option it granted to Morgan Stanley & Co. Incorporated
to purchase up to $50 million in principal amount of its 2-1/2%
Convertible Notes due 2009.  The option, which was granted to
Morgan Stanley & Co. Incorporated, as the initial purchaser, in
connection with the company's offering of $250 million of 2-1/2%
Convertible Notes due 2009 last month, will now expire on April
13, 2004 to the extent it is not exercised.

Each $1,000 in principal amount of the notes will be convertible,
at the option of the holder, into 226.7574 shares of SIRIUS'
common stock, an effective price of $4.41 per share.  SIRIUS plans
to use the net proceeds for general corporate purposes.

The notes were offered only to qualified institutional buyers in
reliance upon Rule 144A of the Securities Act of 1933.  The notes,
and the common stock issuable upon conversion of the notes, have
not been registered under the Securities Act, or any state
securities laws, and may not be offered or sold in the United
States absent registration under, or an applicable exemption
from, the registration requirements of the Securities Act and
applicable state securities laws.

                        About SIRIUS

SIRIUS -- http://www.SIRIUS.com-- is the only satellite radio
service bringing listeners more than 100 streams of the best music
and entertainment coast-to-coast.  SIRIUS offers 61 music streams
with no commercials, along with over 40 world-class sports, news
and entertainment streams for a monthly subscription fee of only
$12.95, with greater savings for upfront payments of multiple
months or a year or
more.  SIRIUS is also the official satellite radio partner of the
NFL.  Stream Jockeys create and deliver uncompromised music in
virtually every genre to our listeners 24 hours a day.  Satellite
radio products bringing SIRIUS to listeners in the car, truck,
home, RV and boat are manufactured by Kenwood, Panasonic, Clarion
and Audiovox, and are available at major retailers including
RadioShack, Circuit City, Best Buy, Car Toys, Good Guys, Tweeter,
Ultimate Electronics, Sears and Crutchfield.  SIRIUS is the
leading OEM satellite radio provider, with exclusive partnerships
with DaimlerChrysler, Ford and BMW.  Automotive brands currently
offering SIRIUS radios in select new car models include BMW, MINI,
Chrysler, Dodge, Jeep(R), Nissan, Infiniti, Mazda, Audi, Ford and
Lincoln-Mercury.  Automotive brands that have announced plans to
offer SIRIUS in select models include Mercedes-Benz, Jaguar,
Volvo, Volkswagen, Land Rover and Aston Martin.  Genmar Holdings,
the world's largest manufacturer of recreational boats, Formula
Boats and Winnebago, the leading supplier of recreational vehicles
and motor homes, also offer SIRIUS.  Hertz currently offers SIRIUS
in 29 vehicle models at 53 major locations around the country.

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'CCC-' rating to Sirius Satellite Radio Inc.'s new
$250 million convertible notes due 2009.

At the same time, Standard & Poor's affirmed its existing ratings,
including its 'CCC' corporate credit rating, on the satellite
radio broadcaster. The outlook is stable. The New York, New York-
based firm has approximately about $450 million in debt.

"The company is expected to use the proceeds for general corporate
purposes, including expanding distribution and product
development," according to Standard & Poor's credit analyst Steve
Wilkinson. He noted, "The added liquidity is important to ratings
stability given the considerable cash being consumed as Sirius
works to accelerate subscriber growth."


SK GLOBAL: Wants Plan-Filing Exclusivity Extended to June 16, 2004
------------------------------------------------------------------
Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, in New York,
points out that SK Global America Inc. has only been operating in
Chapter 11 for less than eight months.  As an international
trading company, the Debtor's business and financial affairs are
extremely complex, with vendors and creditors located in the
United States and abroad.  Notwithstanding the complexities of the
Chapter 11 case, the Debtor has already made significant strides
toward taking steps necessary to establish the pre-conditions for
a confirmable plan.

Among the meaningful and tangible progress made by the Debtor
since the Petition Date are:

   * increasing its cash on hand from $80,000,000 to more than
     $103,000,000 as of January 30, 2004;

   * obtaining consensual use of its cash collateral pursuant to
     the Cash Collateral Stipulations;

   * completing and filing on a timely basis its schedules of
     assets and liabilities and statement of financial affairs;

   * successfully negotiating a stipulation with Bank One
     regarding the release of more than $70,000,000 frozen by the
     bank pursuant to a prepetition restraining order;

   * obtaining Court Orders fixing various deadlines for the
     filing of proofs of claim against its estate, including (i)
     November 24, 2003 as the general bar date and (ii) January
     24, 2004 as the governmental unit bar date;

   * commencing the claims reconciliation and resolution process
     and, in that connection, shortly will file its first omnibus
     objection to claims;

   * identifying and disposing of certain non-essential assets in
     an effort to maximize the value of its estate, including the
     rejection of leases for former office space located in
     Stanford, California, Newport, California, and Houston,
     Texas; and

   * coordinating efforts to prepare a liquidation analysis for
     plan confirmation and other purposes -- a preliminary draft
     of the liquidation analysis has been provided to the
     Debtor's secured creditors, Cho Hung and KEB.

In addition, the Debtor has commenced and maintained an active
dialogue with various parties -- including its Parent SK Networks
Co. Ltd., Cho Hung, KEB and others -- aimed at achieving a
consensual plan by, among other things, identifying and refining
various plan parameters and concepts.  However, the Debtor
requires more time to develop and promulgate a plan.

Although it has already made significant progress in its
Chapter 11 case, Mr. Ratner explains the Debtor has not yet had a
meaningful opportunity o develop and explore with its major
creditors the terms of a confirmable and consensual plan.

During the initial stages of its Chapter 11 case, the Debtor
focused primarily on stabilizing its business operations, making
the transition to debtor-in-possession status, and responding to
the concerns and information requests of parties-in-interest,
including the Banks, the Liquidators, the Foreign Bank Steering
Committee, its customers, employees, vendors and other creditors.
The Debtor has only recently been able to devote meaningful time
and resources to the process of developing a plan.

Moreover, until only recently, the time was not yet ripe for
meaningful plan discussions to take place between the Debtor and
its creditor constituents.  For instance, the recent successful
consummation of the Global Restructuring has resulted in a
dramatic change in the make-up of the Debtor's creditor body.  As
a result of its acquisition of the claims of the Foreign
Creditors and the Korean Creditors, SK Networks has now succeeded
to ownership of a substantial majority of the unsecured claims
against the Debtor.  To attempt to formulate a Chapter 11 plan
without SK Networks' participation would have been a wasteful
exercise in futility, Mr. Ratner says.

The Debtor was simply not in a position to engage in meaningful
and realistic plan discussions until the Global Restructuring was
consummated in late October 2003.  And, due to the presence of
certain factors related to the nature of the creditors and other
parties involved in the desired plan process, plan discussions
have proceeded at a slower than desired pace.  If given more
time, Mr. Ratner asserts that the Debtor can make progress with
its creditors in negotiating the framework for a confirmable and
consensual plan.

Thus, given the facts and circumstances surrounding the Debtor's
Chapter 11 case, particularly the size, complexity and early
stage of the case and the progress made so far, Mr. Ratner points
out that ample cause exists for the Court to grant a 90-day
extension of the exclusive periods.

Specifically, pursuant to Section 1121(d) of the Bankruptcy Code,
the Debtor asks the Court to extend its exclusive periods:

   (a) to file a plan through and including June 16, 2004; and

   (b) to solicit acceptances of that plan through August 19,
       2004.

"It is still premature and unreasonable to expect the Debtor --
at this still early stage -- to be in a position to promulgate a
plan, let alone a plan premised upon negotiated agreements with
its significant creditor groups," Mr. Ratner remarks.  (SK Global
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SLATER STEEL: Closes $41-Mil. Sale of Sorel Forge to A. Finkl Unit
------------------------------------------------------------------
Slater Steel Inc. (SSI) completed the sale, on a going concern
basis, of substantially all the assets of Sorel Forge to a
subsidiary of A. Finkl & Sons Co. for approximately $41 million.

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

Located in Sorel-Tracy, Quebec, Sorel Forge is the largest
integrated open-die forging plant in Canada. Sorel produces mold,
tool and die steels, custom forgings and forged steel bars and is
among the few facilities in the world that is capable of producing
large mold blocks of up to 55,000 pounds. Sorel employs
approximately 270 hourly and salaried employees.

A. Finkl & Sons Co. of Chicago is a leading North American
specialty steel company. With more than 100 patents to its credit,
Finkl's steel formulations and steel-making technologies are
worldwide standards. Finkl processes approximately 100,000 tons of
steel each year, and distributes its products domestically and to
more than 18 countries.  The company has been in business 125
years, and has 350 employees.

Slater Steel Inc. and its subsidiaries sought creditor protection
under applicable Canadian and U.S. legislation on June 2, 2003 and
have announced either the wind down and orderly realization or the
sale of its remaining assets. In press releases, Slater has stated
on six occasions -- October 7, 2003, November 20, 2003,
December 19, 2003, January 7, 2004, February 23, 2004 and
March 8, 2004 -- that it does not expect that shareholders will
receive any value from the insolvency proceedings.

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


SOLUTIA: Court Stretches Lease-Decision Time Through May 17, 2004
-----------------------------------------------------------------
Solutia, Inc., and its debtor-affiliates sought and obtained
an extension of the deadline by which it must decide whether to
assume, assume and assign, or reject their non-residential real
property leases.  The U.S. Bankruptcy Court for the Southern
District of New York extends the Company's Lease Decision Period
through and including May 17, 2004, pursuant to 11 U.S.C. Sec.
365(d)(4).

Headquartered in St. Louis, Missouri, Solutia, Inc.
-- http://www.solutia.com/-- with its subsidiaries, make and sell
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications. The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Company filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts. (Solutia Bankruptcy News,
Issue No. 9; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SOUTHWEST RECREATIONAL: Creditors' Committee Hires Morris Manning
-----------------------------------------------------------------
The Official Unsecured Creditors' Committee appointed in the
Southwest Recreational Industries, Inc.'s chapter 11 proceeding
seeks authority to employ Morris, Manning & Martin, LLP as its
bankruptcy counsel.

The Committee expects Morris Manning to:

   a) prepare pleadings, motions and conducting examinations
      incidental to the administration of this estate;

   b) investigate, provide analysis and appropriate action, if
      required, in connection with the disposition of assets;

   c) investigate, provide analysis and appropriate action, if
      required, for recovery of assets of the estate and the
      prosecution of claims on behalf of the estate; and

   d) any and all other necessary action incident to the
      preservation, administration and recovery of assets of the
      estate for the benefits of creditors in this case.

The Committee submits that Morris Manning has knowledge and
experience in this area, and is well qualified to represent the
Committee in Southwest Recreational's case.

The hourly rates for Morris Manning professionals designated to
perform services in this engagement are:

      Professional        Position    Billing Rate
      ------------        --------    ------------
      Frank W. DeBorde    Partner     $360 per hour
      David W. Cranshaw   Partner     $360 per hour
      Beth E. Rogers      Associate   $295 per hour
      Daniel P. Sinaiko   Associate   $250 per hour
      Darlene Parks       Paralegal   $115 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.


SPIEGEL GROUP: Unsecured Panel Taps Capstone as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases involving The Spiegel Group and its debtor-
affiliates seeks the Court's authority to retain Capstone
Corporate Recovery, LLC as its financial advisors to replace FTI
Consulting, Inc., nunc pro tunc to February 6, 2004.

The Committee explains that the purpose of the proposed
substitution is principally to permit the Committee to continue
using former FTI employees who have been principally involved in
the Committee's financial matters.  Specifically, Jay Borow,
Andrew Cowie, Norman Haslun, Christopher Kearns, and Andrea Will
have recently moved to Capstone from FTI.

The Committee seeks to retain Capstone as its financial advisors
because of Capstone's extensive expertise and knowledge in the
field of restructuring consulting, and so as to continue to
utilize the services of the professionals who have been most
actively involved in this matter from its inception.  The
Committee notes that these professionals are very familiar with
the Debtors' businesses and affairs and all of the business
issues that have arisen in the Debtors' Chapter 11 cases and are
best able to provide the advice and financial advisory services
the Committee will require during the remainder of these cases in
the most efficient and cost effective manner.

The Committee relates that it needs Capstone to:

   (a) advise and assist the Committee in its analysis and
       monitoring of the Debtors' historical, current and
       projected financial affairs, including without limitation,
       its business plan, schedules of assets and liabilities,
       statement of financial affairs, periodic operating
       reports, analyses of cash receipts and disbursements,
       analyses of cash flow forecasts, analyses of trust
       accounting, analyses of various asset and liability
       accounts, analyses of cost-reduction programs, analyses of
       any unusual or significant transactions between the
       Debtors and any other entities, and analyses of proposed
       restructuring transactions;

   (b) review the Debtors' expense structure and identify
       opportunities for further reductions, including store
       closings and arrangements for liquidation sales;

   (c) develop a monitoring report to enable the Committee to
       effectively evaluate the Debtors' performance on an
       ongoing basis;

   (d) analyze and critique actual and proposed debtor-in-
       possession financing arrangement;

   (e) analyze arrangements with trade creditors regarding
       postpetition credit extension, including inventory return
       programs and other related issues;

   (f) advise and assist the Committee in:

       -- reviewing executory contracts, including leasing
          arrangements and provide recommendations to assume or
          reject;

       -- identifying and reviewing preference payments,
          fraudulent conveyances and other causes of action; and

       -- reviewing the Debtors' books and records for related
          party and potential avoidance actions;

   (g) perform liquidation analyses of the Debtors and advise the
       Committee and its counsel;

   (h) assist and advise the Committee in evaluating and
       analyzing restructuring plans proposed by the Debtors,
       review and provide analysis of any plan of reorganization
       and disclosure statement, assist and advise the Committee
       in implementing a plan of reorganization, and ascertain
       the reasonableness of the Debtors' long-term viability and
       plan of reorganization;

   (i) analyze alternative reorganization scenarios in an effort
       to maximize the recovery to the Committee and develop
       negotiation strategies to support the Committee's
       position, assist the Committee and its counsel in the
       negotiation of any aspects of a restructuring, and advise
       and assist the Committee in reviewing any proposed sales
       or acquisitions of strategic or non-strategic assets or
       business units;

   (j) advise and assist the Committee in its:

       -- assessments of the Debtors' management team, including
          a review of any existing or proposed bonus, incentive
          and retention plans, including key employee retention
          plans; and

       -- review of the Debtors' existing management processes,
          including but not limited to organizational structure,
          cash management and management information and
          reporting systems;

   (k) render expert testimony and litigation support services,
       as requested from time to time by the Committee and
       its counsel, regarding the feasibility of a plan of
       reorganization and other matters;

   (l) attend Committee meetings and court hearings as may be
       required in the role as financial advisor to the
       Committee;

   (m) assist and advise the Committee and counsel in reviewing
       and evaluating court motions filed or to be filed by the
       Debtors or any other parties-in-interest; and

   (n) provide such other bankruptcy and related financial
       advisory services as are consistent with the Committee's
       role and duties.

Mr. Borow assures the Court that Capstone has no connection with,
and holds no interest adverse to, the Debtors, their estates,
their creditors, or any party-in-interest in their Chapter 11
cases.  Mr. Borow further attests that:

    (i) Capstone does not hold or represent any interest adverse
        to the Committee in the matters for which it is
        retained; and

   (ii) Capstone is a "disinterested person" as that phrase is
        defined in Section 101(14) of the Bankruptcy Code.

Capstone will be compensated on an hourly basis and reimbursed
for actual, necessary expenses incurred.

           Member                  $475 - 495
           Professional Staff       200 - 450
           Support Staff            125 - 175

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)


STELCO INC: Awaits CCAA Court Approval for $75MM DIP Financing
--------------------------------------------------------------
Stelco Inc. (TSX:STE) substantially completed the documentation
relating to its $75 million debtor-in-possession financing.
Availability under the facility depends on satisfaction of
conditions precedent of the financing and the outcome of the
motion before the Ontario Superior Court of Justice with respect
to the granting of the initial court order to Stelco Inc. and
other applicants pursuant to the Companies' Creditors Arrangement
Act. Stelco is awaiting the decision of the Ontario Superior Court
of Justice following a hearing of the motion on March 5, 2004.

The Corporation also announced that fourth quarter 2003 financial
information will be provided in conjunction with the 2003 annual
audited financial statements that Stelco Inc. expects to issue by
not later than mid-May 2004.

Stelco Inc. is Canada's largest and most diversified steel
producer. Stelco is involved in all major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses. Stelco has a presence in six
Canadian provinces and two states of the United States.
Consolidated net sales in 2002 were $2.8 billion.

To learn more about Stelco and its businesses, refer to the
company's Web site at http://www.stelco.ca/


STILLWATER MINING: Amends 2003 Fourth Quarter and Year-End Results
------------------------------------------------------------------
Stillwater Mining Company (NYSE: SWC), with the conclusion of its
annual audit, announced an amendment to its fourth quarter and
year ended December 31, 2003 results, which were unaudited and
originally announced on February 27, 2004.  As a result of the
amendment, the net loss for the fourth quarter of 2003 is
$300.6 million or $3.35 per share, instead of the $308.9 million,
or $3.44 per share originally reported.  The net loss for the year
2003 is $323.3 million or $4.77 per share, instead of the $331.5
million or $4.89 per share originally reported.

The amendment resulted from audit review and analysis by
management of the provision for a valuation allowance for net
deferred tax assets which is recorded in the company's statement
of operations.  As a result of the review, net deferred tax
liabilities of $8.3 million, originally shown on the balance
sheet, have been removed and credited to income reducing the
provision for the valuation allowance for net deferred taxes to
$70.3 million instead of $78.6 million previously recorded.

The amendment noted above does not affect any previously filed 10-
Q's for the company.  All amendments will be reflected in the 2003
10-K when filed.

Stillwater Mining Company (S&P/BB+ Corporate Credit/Developing) is
the only U.S. producer of palladium and platinum and is the
largest primary producer of platinum group metals outside of South
Africa.  The Company's shares are traded on the New York Stock
Exchange under the symbol SWC.  The company's Web site is at
http://www.stillwatermining.com/


TITAN: Extends Exchange Offer & Consent Solicitation to April 12
----------------------------------------------------------------
The Titan Corporation (NYSE: TTN) has extended its exchange offer
and consent solicitation relating to its outstanding 8% Senior
Subordinated Notes due 2011.  The exchange offer and consent
solicitation will expire at 1:00 p.m. EST on April 12, 2004, which
is the same date to which Titan intends to adjourn the special
meeting of its stockholders for consideration of its pending
merger with Lockheed Martin Corporation (NYSE: LMT).

As of the close of business on March 11, 2004, approximately 99.2%
of the $200,000,000 aggregate principal amount of 8% Senior
Subordinated Notes issued and outstanding had been tendered for
exchange with Deutsche Bank Trust Company Americas, the exchange
agent for the exchange offer and consent solicitation.

As previously announced, all of the tendered notes were
accompanied by the holders' consents to the proposed amendments to
the indenture governing the notes and the related registration
rights agreement made by Titan for the benefit of the note
holders.

Titan has entered into a supplemental indenture with the indenture
trustee to effect the proposed amendments to the indenture and has
entered into an amendment to the registration rights agreement
providing for its termination. Accordingly, the proposed
amendments to the indenture and the registration rights agreement
are effective and the notes tendered with consents are
irrevocable; however, the proposed amendments will not become
operative until immediately prior to the completion of Titan's
pending merger with Lockheed Martin.  If the merger is completed,
Lockheed Martin will guarantee the surviving entity's obligations
as the obligor of the notes.  If the merger is not completed, the
amendments will not become operative.  Until that point, the
indenture and the registration rights agreement, without giving
effect to the proposed amendments, will remain in effect.

Holders who validly tendered and delivered consents prior to 5:00
p.m., New York City Time, on February 25, 2004 will receive a
consent fee equal to 1.0% of the principal amount of the notes
validly tendered by the holders if the merger is completed.  Other
holders may tender their notes and consent to the proposed
amendments, without receiving the consent fee, at any time prior
to the expiration date.

The dealer-manager and solicitation agent for the exchange offer
and consent solicitation is Credit Suisse First Boston LLC.

                         About Titan

Headquartered in San Diego, The Titan Corporation is a leading
provider of comprehensive information and communications systems
solutions and services to the Department of Defense, intelligence
agencies, and other federal government customers.  As a provider
of national security solutions, the company has approximately
12,000 employees and annualized sales of approximately $2 billion.

                         *   *   *

As reported in the Troubled Company Reporter's March 11, 2004
edition, Standard & Poor's Ratings Services revised its
CreditWatch listing of Sept. 16, 2003, on Titan Corp. to
developing from positive,  following a Justice Department probe
into whether overseas consultants for Titan Corp. made illegal
payments to foreign officials, which may jeopardize the completion
of its acquisition by Lockheed Martin Corp. (BBB/Stable/A-2).

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

Standard & Poor's will continue to monitor the situation.


TORCH OFFSHORE: Lenders Forgive Violations & Provide More Funding
-----------------------------------------------------------------
Torch Offshore, Inc. (Nasdaq:TORC) announced updated guidance for
its earnings estimates based upon management's unaudited review.
The Company expects to record a net loss for the fourth quarter of
2003 in the range of $6.8 million to $7.5 million.

Lower than expected utilization of the Company's vessels combined
with a very competitive pricing market in the Gulf of Mexico
negatively impacted the Company's quarterly revenues and gross
margin. In addition, several significant charges are expected to
be included in the fourth quarter 2003 financial results. The
Company expects to record a $1.6 million (pre-tax) asset
impairment charge and to take additional charges of $2.6 million
(pre-tax) relating to claims and settlements for work completed in
prior periods. The net loss for the fourth quarter is also
expected to be negatively impacted by approximately $1.3 million
in reduced deferred tax benefits as the Company plans to establish
a valuation allowance limiting a portion of the tax benefits that
would otherwise result from the Company's operating losses
associated with fourth quarter operations.

Regions Bank and Export Development Canada (EDC) have committed to
waive the covenant violations the above mentioned events have
created as of December 31, 2003 and have committed to adjust the
covenant thresholds going forward. Regions Bank and EDC have also
committed to provide the Company an additional $19 million of
financing to complete the conversion of the Midnight Express. The
budget on the conversion of the Midnight Express has increased to
a range of $107 million to $112 million. The completion of the
vessel, including sea trials, is expected in the second half of
2004.

The Company will release its December 31, 2003 financial results
in late March 2004 and will announce the day and time of the
release and related conference call information at a later date.

Established in 1978, Torch Offshore, Inc. is involved in offshore
pipeline installation and subsea construction for the oil and
natural gas industry. Torch Offshore, Inc. is expanding beyond its
established shallow water niche market in order to serve the
industry's worldwide growing needs in the deep waters.


UNIGLOBE.COM: CCAA Creditors' Meeting Adjourned Sine Die
--------------------------------------------------------
Uniglobe.com Inc. (TSX Venture: UTO.B) has adjourned indefinitely
the creditors' meeting to approve the reorganization plan
Uniglobe.com filed in November 2003, under the Companies'
Creditors Arrangement Act of Canada as the Company has not been
able to come to agreement with one of its major creditors. The
Company has no current plans to seek approval for a new or amended
reorganization plan.

Also, in an unrelated development, the Company announced that
Roger Moore and Christopher Charlwood have resigned from its Board
of Directors.

Uniglobe.com operates independently and has no operational or
financial impact on Uniglobe Travel (International) Inc. or any of
its member regions or their franchises.

Uniglobe.com outsourced the fulfillment activities for the
http://www.uniglobe.com/Web site in January 2003 to OneTravel.com
Inc. Customers of the http://www.uniglobe.com/Web site are
unaffected by the announcement and continue to be serviced by
OneTravel.com under the outsource agreement.


UNITED AIRLINES: Pushing to Maintain Florida Self-Insurance
-----------------------------------------------------------
United Airlines Inc. and its-affiliates ask Judge Wedoff for
permission to continue to self-insure their workers' compensation
liabilities in Florida.  The Debtors also want to recover a cash
security deposit currently held by the Florida Department of
Financial Services and the Florida Division of Treasury, Bureau of
Collateral Management.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, relates that
the Debtors self-insure their workers' compensation programs in
16 states, including Florida.  In the other 39 states, the
Debtors rely on third-party insurers.  To self-insure in Florida,
employers must post a security deposit with the State to cover
liabilities in the event of default.  Unlike most states,
however, in Florida, an employer cannot post cash.  Rather, an
employer must post either surety bonds or irrevocable Letters of
Credit.

Prior to the Petition Date, the Debtors entered into an agreement
with the Florida Department of Insurance to post $6,377,313 in
cash, with the understanding that the cash would be replaced with
a bond or Letter of Credit.  The State of Florida, by and through
the Florida Self-Insurers Guaranty Association, Inc., and the
Florida Department of Financial Services, has now demanded
replacement of the cash deposit and an $800,000 increase in the
security deposit to maintain the Debtors' right to self-insure in
Florida.

The Debtors sent Florida a $7,191,000 Letter of Credit issued
under the DIP Facility and requested release of their cash
deposit.  To date, the Insurance Department has declined to
release the Debtors' cash balance because the LOC does not
conform to its guidelines.

Mr. Sprayregen explains that under Florida law, an LOC securing
self-insurance obligations must include an "Evergreen Clause,"
providing that the LOC will automatically renew upon its
expiration unless the issuing bank sends a notice of termination
at least 90 days prior to expiration.  Because of the terms of
the DIP Facility and its July 1, 2004 expiration date, which is
also the expiration date of the LOC, the DIP Facility agent and
the Lenders will not issue such an LOC with an Evergreen Clause.
As a result, Florida demands that the Debtors replace the LOC by
May 1, 2004, with a qualifying LOC.

If the Debtors fail to replace the LOC, Florida may draw upon it.
Also, if the Debtors do not receive any Court order, Florida has
threatened to revoke the Debtors' right to self-insure.

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)


UNITED AIRLINES: US Bank Auctions Off Aircraft Collateral Today
---------------------------------------------------------------
By virtue of defaults under a Trust Indenture and Mortgage dated
May 1, 1990, between Wilmington Trust Company (as Owner Trustee)
and the mortgagee, U.S. Bank National Association, as successor in
interest to State Street Bank and Trust Company of Connecticut,
the mortgagee seeks to sell the Owner Trustee's interest in the
mortgage collateral.  Today at 12:00 noon, U.S. Bank will
foreclose and auction all of Wilmington Trust's right, title, and
interest to their aircraft collateral, a Boeing 737-322 airframe
and two CFM International 56-3C-1 engines.

The aircraft is in the possession of and operated by United Air
Lines, Inc. It will be sold to the highest and best bidder, for
cash.

Wilmington Trust Company has 50 branches mainly in Delaware,
Maryland and Pennsylvania. Its trust business is one of the
largest in the U.S.

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.


US AIRWAYS: Prepays $250 Million to ATSB & Modifies $1B Loan Terms
------------------------------------------------------------------
US Airways Group Inc., (Nasdaq: UAIR) has reached an agreement
with the Air Transportation Stabilization Board (ATSB) to revise
the terms of the $1 billion loan that was made to US Airways Inc.,
upon its emergence from Chapter 11 on March 31, 2003.

Under the agreement, US Airways prepaid $250 million, causing the
remaining outstanding loan balance to be reduced to $726 million.
The prepayment has been made to the lenders on a prorated basis to
both the ATSB guaranteed (90 percent) and non-guaranteed (10
percent) portions of the loan. The ATSB's exposure therefore was
reduced by $225 million, and Bank of America and Retirement
Systems of Alabama received $6.25 million and $18.75 million,
respectively.

In exchange for this prepayment, the financial covenants contained
in the loan were modified through 2005. The revised covenants
require that US Airways significantly narrow its losses in 2004
and return to profitability in 2005. The company and the ATSB also
agreed to modify other terms and provisions, including lifting
certain restrictions on the company's ability to pursue asset
sales.

The amended loan agreement was completed along with US Airways
filing its Form 10-K with the U.S. Securities and Exchange
Commission (SEC) for the fiscal year ended Dec. 31, 2003, which
includes the independent auditors' (KPMG LLP) report to
shareholders. The auditors report indicates that "the company's
significant recurring losses and other matters regarding, among
other things, the company's ability to maintain compliance with
covenants contained in various financing agreements, as well as
its ability to finance and operate regional jet aircraft and
reduce its operating costs in order to successfully compete with
low-cost airlines, raises substantial doubt about its ability to
continue as a going concern."

The auditors' report for 2002, issued while the company was in
bankruptcy, also contained a similar explanatory paragraph
discussing the company's ability to continue as a going concern.

"It is essential for US Airways to significantly reduce its costs
and return to sustained profitability by 2005 to secure continued
availability of the ATSB loan," said US Airways Executive Vice
President - Finance and Chief Financial Officer Neal S. Cohen.
"This agreement provides US Airways the opportunity to continue
its restructuring efforts, while reducing the government's
exposure and providing additional loan protections to the ATSB."

After this payment, the company's unrestricted cash balance is
approximately $925 million.

US Airways Chairman David G. Bronner said that these developments
have been discussed with the board of the company and labor
leadership. "This agreement gives us a narrow window for
management and labor to continue to work together to make the
changes necessary to get this company back to profitability."

US Airways also agreed to a loan covenant that its minimum
unrestricted cash balance would not fall below the lower of $700
million and the outstanding balance of the loan at each month
until its "going concern paragraph" is removed, at which point the
unrestricted cash covenant will be reduced to $500 million.

"We fully recognize and appreciate the enormous sacrifices that
our employees have already made. We share their frustration that
we all have more to do to turn US Airways around," said US Airways
President and Chief Executive Officer David N. Siegel. "We are
talking with all of our employees and other key stakeholders on
how to respond to the new marketplace reality that only low-cost
carriers are making money. We need to make changes now in order to
demonstrate that US Airways will remain an important player in the
airline industry," said Siegel.


WARNER STREET INC: Case Summary & 1 Largest Unsecured Creditor
--------------------------------------------------------------
Debtor: Warner Street, Inc.
        P.O. Box 34208
        Bethesda, Maryland 20827

Bankruptcy Case No.: 04-15994

Chapter 11 Petition Date: March 11, 2004

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Richard H. Gins, Esq.
                  Gins & Greenfeld, P.C.
                  5028 Wisconsin Avenue North West, Suite 300
                  Washington, DC 20016
                  Tel: 202-537-7050
                  Fax: 202-364-5165

Estimated Assets: $1 Million to $10 Million

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

Debtor's 1 Largest Unsecured Creditor:

Entity                                 Claim Amount
------                                 ------------
Morgan Smith Financial Services, Inc.       $10,000


WESTAR ENERGY: S&P Rates New $300MM Revolving Facility at BB+
-------------------------------------------------------------
Standard & Poor's Ratings Services affirms its 'BB+' corporate
credit ratings on electric generation and transmission company
Westar Energy Inc. and subsidiary Kansas Gas & Electric Co. The
outlook remains positive.

At the same time, Standard & Poor's assigns its preliminary 'BBB-
/BB-' rating to Westar's $900 million Rule 415 shelf registration,
which includes senior secured and senior unsecured debt securities
and common stock. Net proceeds will be used to repay outstanding
debt and for working capital and other general corporate purposes.

Standard & Poor's also assigns its 'BB+' rating to Westar's $300
million revolving credit facility that is secured by Kansas Gas &
Electric's first mortgage bonds.

The credit facility is rated the same as Westar Energy's and
Kansas Gas & Electric's corporate credit rating and on par with
Kansas Gas & Electric's first mortgage bonds because Standard &
Poor's ultimate recovery analysis does not project the value of
the collateral as sufficient to warrant consideration of a higher
rating.

The credit facility will be used to refinance existing credit
facilities and other debt and for general corporate purposes,
including letters of credit. The agreement expires in March 2007
and contains fall-away provisions. Collateral will be released
upon achieving senior unsecured ratings of 'BBB-' or the
equivalent from another rating agency, each with
at least a stable outlook.

"The positive outlook reflects the possibility for credit
improvement following completion of Westar's restructuring plan,"
said Standard & Poor's credit analyst Barbara Eiseman.

"We expect that additional balance sheet improving initiatives,
such as sizable common stock offerings with proceeds applied
toward debt reduction, will be needed to achieve investment-grade
ratings," added Ms. Eiseman.


WORLDCOM/MCI: Completes Restatement and 2002 Audit
--------------------------------------------------
MCI (WCOEQ, MCWEQ) has filed its annual report on Form 10-K for
the year ended December 31, 2002 with the Securities and Exchange
Commission.

The report contains the Company's consolidated financial
statements for 2002. In addition, the report contains financial
statements for 2001 and 2000 that are restatements of previously
reported financial results.

The restatement process included revalidation and correction of
accounting records, review of the accounting for all major
acquisitions dating back to 1993, reassessing the propriety and
appropriateness of the application of accounting principles, and a
re-audit of the financial statements. The restatements have no
impact on the Company's current operations or liquidity.

"This filing culminates the largest and most complex financial
restatement ever undertaken," said Bob Blakely, MCI executive vice
president and chief financial officer. "It is one of the last
remaining milestones on our path to emerge from Chapter 11
protection. We appreciate the dedication and hard work of the MCI
employees, as well as those at Deloitte & Touche, who participated
in this process, and KPMG who audited the financials."

The restatement process resulted in adjustments to revenues,
expenses and earnings as well as write-downs of assets and
adjustments to liabilities. These adjustments and write-downs
resulted in a cumulative net reduction of $74.4 billion to
previously reported pre-tax income for 2000 and 2001.

"While these restatement adjustments are substantial they do not
have any impact on our current substantial liquidity position,"
said Blakely. At the end of 2003, the Company's consolidated cash
and cash equivalents was approximately $6 billion.

The largest category of restatement adjustments is impairment
charges resulting from write-offs of goodwill and write-downs in
the carrying value of other intangible assets and property, plant
and equipment in 2000 and 2001. The impairment charges for 2000
and 2001 total $59.8 billion.

Other significant restatement adjustments are related to the
Company's review of significant acquisitions as far back as 1993.
As part of this review, fair value allocations and purchase price
calculations were re- performed. Restatement adjustments to
correct errors in the application of purchase accounting for the
acquisitions totaled $5.8 billion during 2000 and 2001.

The remaining restatement adjustments to 2000 and 2001 pre-tax
income total $8.8 billion. Included in this amount are $4.8
billion of charges to pre-tax income to correct access costs that
had been reduced either by the improper capitalization of the
expenditures as additions to property, plant and equipment or by
inappropriate reductions to accrual balances.

As restated, consolidated revenues were $32.2 billion in 2002,
$37.7 billion in 2001, and $39.3 billion in 2000. These results
include the revenues of Embratel, the Company's Brazilian
affiliate. The Company had a net loss of $9.2 billion in 2002,
$15.6 billion in 2001, and $48.9 billion in 2000, including the
restatement adjustments.

The Company is continuing work on its 2003 financial statements
and expects to emerge from Chapter 11 protection in April 2004.

The restatement process and the resulting accounting adjustments
are described in the Company's 10-K report, available at
http://www.mci.com/investor.

                    About WorldCom, Inc.

WorldCom, Inc. (WCOEQ, MCWEQ), which, together with its
subsidiaries, currently conducts business under the MCI brand
name, is a leading global communications provider, delivering
innovative, cost-effective, advanced communications connectivity
to businesses, governments and consumers. With the industry's most
expansive global IP backbone, based on the number of company-owned
points-of-presence (POPs), and wholly-owned data networks,
WorldCom develops the converged communications products and
services that are the foundation for commerce and communications
in today's market. For more information, go to http://www.mci.com/


YUM! BRANDS: Fitch Raises Senior Debt Ratings to BBB- from BB+
--------------------------------------------------------------
Fitch Ratings has upgraded YUM! Brands, Inc.'s senior unsecured
notes and unsecured $1 billion bank credit facility to 'BBB-' from
'BB+'. The Rating Outlook is revised to Stable. Approximately $2
billion of unsecured debt is affected by this rating change.
The upgrade reflects significant debt reduction, strong growth in
international markets and an effective multibranding strategy for
the competitive US quick service restaurant (QSR) market. YUM has
significantly reduced its debt levels over the past five years to
just over $2 billion at fiscal-year end (FYE) 2003 from $3.5
billion at FYE 1998. Debt levels are expected to remain relatively
flat for 2004, but YUM plans to continue debt reduction as its
debt matures in 2005 and 2006. YUM's adjusted leverage (as defined
by total debt plus eight times rent divided by EBITDA plus rent)
improved to 2.7 times in 2003 from 3.0x in 2002. Cash flow has
steadily increased and EBITDA margins have gradually improved over
the past several years. Further gradual improvement is foreseen
over the near-to-intermediate term.

YUM is experiencing significant growth in its foreign markets,
especially in China, the UK, Australia/New Zealand and South
Korea. The majority of YUM's new restaurants in 2003 were built in
foreign markets. YUM's international segment represents about one-
third of company revenue and operating profit and international
revenue increased approximately 13% in both 2002 and 2003. Fitch
anticipates that international sales and profit will continue to
increase from unit expansion and organic sales growth.

Multibranding, the combination of one or more brands under one
roof, has enabled YUM to maintain generally positive comparable
sales growth in the US. It also diversifies the food offering for
the multibranded locations, increases average unit volume and
results in a remodeled unit. A multibrand roughly generates 25% in
incremental sales growth and typically costs $350,000 - $500,000
per unit. The one-time incremental sales increase from
multibranding is included in the same-store sales calculation.

Since its acquisition of A&W and Long John Silver's in May 2002,
the majority of YUM's multibranding has shifted to combinations
involving one of these brands. Although YUM's increasing reliance
on A&W and Long John Silver's is of some concern since they are
both mature brands, they have enabled YUM to greatly expand its
multibranding opportunities. When YUM only owned KFC, Taco Bell
and Pizza Hut, multibranding opportunities were limited due to the
number of stand-alone units in existence amongst its core brands.
Fitch believes that YUM can continue to multibrand in the US for
many years going forward. Any concerns about multibranding with
A&W and Long John Silver brands are mitigated by the fact that the
added brand does not have to perform to the same level as a stand-
alone restaurant. It only has to generate an incremental $200,000
- $300,000 in sales. On this basis, and with limited experience,
multibranding is producing the requisite one-time sales increase.

YUM franchises, operates or licenses more than 33,000 restaurants
in more than 100 countries and territories. Core brands include
KFC, Taco Bell and Pizza Hut each of which is a leader in its
respective segment.


* CenterOne Financial Services Adds Executive Directors
-------------------------------------------------------
CenterOne Financial Services LLC, an industry leader in providing
third-party servicing for motor vehicle sales finance and lease
contracts, has announced the addition of two executives. D. Brian
Johnson and Michael S. Heller have joined the company as Executive
Directors of Business Development. The announcement was made by
CenterOne Vice President Ed Brown.

In their new roles, Johnson and Heller are primarily responsible
for business development activities including product development
and relationship management. Before joining CenterOne, Johnson was
vice president, marketing and sales for JPMorgan's SST subsidiary.
He received his bachelor of science degree in business
administration from Missouri Western University. Johnson and his
wife, Heather and two boys, reside in St. Joseph, Missouri.

Before joining CenterOne, Heller was the southeast director of
Business Development for the Technology and Venture Capital Group
at Deloitte & Touche. He earned a juris doctor degree from
American University, a master of laws degree in taxation from New
York University School of Law and a bachelor of science degree in
management from Tulane University. Heller and his wife, Susan, and
their son will relocate to South Florida.

          About CenterOne Financial Services LLC

CenterOne -- http://www.centeronefinancial.com/-- is a division
of World Omni Financial Corp. It was established in March 2000 to
provide third-party servicing for motor vehicle sales finance and
lease contracts, and concentrates on five key areas: Originations,
including application entry, decisioning, discounting and funding;
Retail/Lease Servicing, including customer service, insurance
follow-up, payment processing, accounting, and investment
reporting; Collections, including automated predictive dialer,
champion/challenger strategies, skip tracing, bankruptcy, and
recovery; Pro-active Remarketing, including portfolio analysis and
strategy, telemarketing, direct mail, and termination processing;
and Vehicle Remarketing, including inventory tracking, field
representation, and channel management.

               About World Omni Financial Corp.

World Omni -- http://www.worldomni.com/-- is a diversified
automotive finance company providing a broad range of financial
services to consumers, dealers, and lenders. It is recognized as
one of the finance industry's premier providers in indirect
consumer retail and lease financing, commercial dealership
financing, consumer and commercial leasing, wholesale inventory
financing and dealership working capital, mortgage loans, third-
party portfolio management and servicing and remarketing services.
The company was the first to provide captive financing for import
vehicles in the United States. World Omni is a subsidiary of JM
Family Enterprises, Inc. (http://www.jmfamily.com),a $7.7 billion
diversified automotive company headquartered in Deerfield Beach,
Fla.


* eXrP Launches Comprehensive Services for Indicted Corp Officials
------------------------------------------------------------------
Executive Recovery Partners, LLC (eXrP), launched its
comprehensive services for corporate officers facing criminal
indictment, bankruptcy and related white collar and fraud charges,
with an ad in USA TODAY last Friday, focusing on the Houston, Los
Angeles, and New York markets.

eXrP was founded by Denver businessman Will Hoover.  The firm
contracts with professional specialists who can provide the wide
range of assistance required by indicted corporate officers,
including legal, strategic coaching, expert witnesses, public
relations, forensic accounting and psychological counseling; in
addition to others as needed.

"These people have never experienced anything like what they are
now going through," said Hoover. "There are no business school
courses or steps along the corporate ladder to provide them with
the tools they need to survive their ordeal," he said.

Hoover said that his own experience with the criminal legal
environment inspired him to start eXrP. Following the filing of
Ch. 11 reorganization bankruptcies, he has been indicted on
charges of securities fraud, theft and violation of the Colorado
Organized Crime Act, by the Denver District Attorney. His trial is
scheduled in Denver Municipal Court in May.

"One minute you are doing business, taking care of your clients
and your family, providing for your employees, and the next minute
your world totally comes apart," he said. "These people have had
their assets frozen, their contacts cut off and their support
systems totally evaporate," he said. "One result of these
investigations and the legal process is that the once-powerful
individuals are removed from their environment, become isolated,
and feel overwhelmed to the point that they often plead guilty
just to remove the pain and expense of dealing with the charges,"
he said.

Hoover is constrained from the securities business entirely and
not permitted to operate or participate in the capital partnering,
investment, insurance or planning businesses, which he previously
ran. He said that eXrP is a business which he can bring expertise
gained through his own experience to provide substantial value to
prospective clients while generating income and entity value to
repay his creditors.

A complete description of services can be found at:

          http://www.executiverecoverypartners.com/

Contact Will Hoover of eXrP at +1-720-528-7301.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (175)         280      140
AK Steel Holdings       AKS         (53)       5,025      579
Amazon.com              AMZN     (1,036)       2,162      568
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB         (18)         184      (25)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Columbia Laboratories   CBRX         (8)          13        5
Cubist Pharmaceuticals  CBST         (7)         221      131
Cedara Software         CDE          (2)          20      (12)
Choice Hotels           CHH        (118)         265      (43)
Cherokee International  CHRK       (120)          64       15
Compass Minerals        CMP         (90)         644      101
Caraco Pharm Labs       CPD         (20)          20       (2)
Volume Services         CVP          (5)         280      (11)
Centennial Comm         CYCL       (579)       1,447      (98)
Diagnostic Imag         DIAM          0           20       (3)
Echostar Comm           DISH     (1,206)       6,210    1,674
Deluxe Corp             DLX        (298)         563     (309)
Education Lending Group EDLG        (26)       1,481      N.A.
Eyetech Pharma          EYET        (78)          76       62
Graftech International  GTI         (95)         980      105
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Journal Register        JRC          (4)         702      (20)
Kinetic Concepts        KCI         (80)         618      244
KCS Energy              KCS         (30)         268      (16)
Lodgenet Entertainment  LNET       (101)         298       (5)
Lucent Technologies     LU       (3,371)      15,765    2,818
Memberworks Inc.        MBRS        (20)         248      (89)
Millennium Chem.        MCH         (46)       2,398      637
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maxxam Inc.             MXM        (582)       1,107      133
Niku Corp.              NIKU         (4)          30        1
Nuvelo Inc.             NUVO         (4)          27       21
Northwest Airlines      NWAC     (1,775)      14,154     (297)
ON Semiconductor        ONNN       (498)       1,144      201
Airgate PCS Inc.        PCSAD      (293)         574     (364)
Petco Animal            PETC        (11)         555      113
Pinnacle Airline        PNCL        (48)         128       13
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q        (1,106)      26,216   (1,132)
Quality Distribution    QLTY       (126)         387       19
Rite Aid Corp           RAD         (93)       6,133    1,676
Revlon Inc.             REV      (1,726)         892      (32)
Sepracor Inc            SEPR       (619)       1,020      728
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT          0           64       33
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holdings     THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC        (180)       1,519       52
Tessera Technologies    TSRA        (74)          24       20
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
Ultimate Software       ULTI         (7)          31      (10)
Universal Technical     UTI         (36)          84       29
Valence Tech            VLNC        (17)          36        4
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Expressjet Holdings     XJT         (10)         510       15
Xoma Ltd.               XOMA        (11)          72       30

                           *********

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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