TCR_Public/040317.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, March 17, 2004, Vol. 8, No. 54

                           Headlines

ADELPHIA COMMS: Van Greenfield Resigns from Fee Committee
AES GENER: S&P Assigns Final BB+ Rating to $400 Million 7.5% Bonds
ASCENT ASSURANCE: CSFB Holds 93% Stake After Stock Conversion
BANC ONE/FCCC: Fitch Ups Series 2000-C1 Class H Notes to B+
BETHLEHEM STEEL: Settles Dispute over Prepetition Debts with GE

CINCINNATI BELL: Fitch Places Low-B Ratings on Watch Negative
CINCINNATI BELL: Completes Investigation & Annual Report Delayed
CRITTENDEN MEMORIAL: S&P Hatchets Debt Rating to BB- from BBB
COMMSCOPE: Revises Q4 Results to Add More OFS BrightWave Charges
CRESCENT JEWELERS: Ernst & Young Resigns as Accountants

D&E COMMUNICATIONS: Reports Increased Revenues for 2003
DEL GLOBAL: Agrees to Settle Civil & Criminal Charges for $5 Mil.
DOMAN: Will Restart Port Alice Mill Operations for 37 Days
EAGLE FOOD: Plan Confirmation Hearing Set for March 25, 2004
EARTH PRODUCTS: Retains Chishol Bierwolf Following Firm's Merger

E.DIGITAL CORPORATION: Ability to Continue Operations is in Doubt
EOS INT'L: Working Capital Concerns Spur Going Concern Uncertainty
ENRON CORP: Wants Court to Expunge & Disallow 8 Duplicate Claims
ENRON: Gets Court Go-Signal to Sell Hanover Partnership Interest
EQUIFIRST MORTGAGE: Fitch Rates Ser. 2004-1 Class B-1 Notes at BB+

EVEREST CONSTRUCTION: Voluntary Chapter 11 Case Summary
EXIDE TECH: Court Sets Confirmation Hearing Date for April 16
FEDERAL FORGE INC: Case Summary & 21 Largest Unsecured Creditors
FEDERAL-MOGUL: Amended Plan Provides Details about Asbestos Trust
FLEMING COMPANIES: Retaining Darrel Skinner as Market Surveyor

FLOWSERVE: Financial Restatements Delay Form 10-K Filing
FOSTER WHEELER: December 2003 Deficit Stands at $872 Million
G+G RETAIL: Completes Debt and Equity Restructuring
HAWAIIAN AIRLINES: Inks Licensing Agreement with VRX Worldwide
HIGH VOLTAGE: Files for Chapter 11 with Prenegotiated Plan

HIGH VOLTAGE: Case Summary & 21 Largest Unsecured Creditors
HOLLINGER INT'L: Fails to Beat Fiscal 2003 10-K Filing with SEC
I2 TECHNOLOGIES: Plans to Cut Expenses to Strengthen Balance Sheet
IGAMES: Equitex Declares Loan Default & Ends Stock Purchase Pact
IGAMES: Tells a Different Story on Stock Purchase Pact Termination

INSITUFORM: Q4 Results Trigger Non-Compliance with Debt Covenants
INTERSTATE BAKERIES: Shutting Down San Pedro, Calif. Bakery in May
JOEAUTO: Bracewell & Patterson Serves as Bankruptcy Counsel
KAISER ALUMINUM: Wants Until June 30 to Exclusively File a Plan
KNOLOGY INC: Full Year 2003 Net Loss Balloons to $87.8 Million

LEVEL 3 COMMS: Klayman Continues Securities Arbitration Claims
LIBERTY MEDIA: Plans to Separate International Businesses
LINDSEY MORDEN: Divests US-Based 3rd Party Claims Admin. Business
MARINER HEALTH: Reports Improved 2003 Fourth Quarter Results
MEDMIRA: Names Giles Crouch as VP -- Marketing & Business Dev't.

METRIS COS.: Secures $1.7 Billion Commitment from MBIA Insurance
METROCALL HOLDINGS: Quarterly Revenues Increase to $87.1 Million
MIRANT CORP: Proposes Reclamation Claim Procedures
MODELWIRE INC: Case Summary & 20 Largest Unsecured Creditors
NATIONAL BENEVOLENT: Wants to Hire Ordinary Course Professionals

NATIONAL CENTURY: Creditors Have Until March 31 to Change Votes
NATIONAL STEEL: Reaches Pact Settling Mizuho Global's Claims
NATIONAL WASTE: Section 341(a) Meeting Slated for April 9
NATIONSRENT: Court Waives Rule 3007-1(f) for Creditor Trustee
NEWKIDCO LLC: Case Summary & 20 Largest Unsecured Creditors

NORTEL: Appoints Interim Chief Financial Officer and Controller
NORTHWESTERN CORPORATION: 2003 Loss Decreases to $128.7 Million
NRG ENERGY: Engages Thomassen Amcot as Nelson Asset Broker
OSPREY COURT INC: Case Summary & 20 Largest Unsecured Creditors
OWENS CORNING: Panel Turns to Edward Sider for Asbestos Advice

PANTRY INC: Obtains New $415MM Senior Secured Credit Facilities
PARMALAT GROUP: Finalizes Eur105.8 Million Unicredit-Led Financing
PARMALAT GROUP: US Trustee Appoints Unsecured Creditors' Committee
PG&E NATIONAL: Court Directs U.S. Trustee to Appoint Examiner
PIONEER NATURAL: S&P Ups Credit & Sr. Unsec. Debt Ratings to BBB-

PLAINS RESOURCES: Special Committee Responds to Leucadia's Offer
POLYONE CORP: Will Present to Cleveland Analysts on March 24
RANTZ'S CONCRETE: Case Summary & 20 Largest Unsecured Creditors
RCN CORPORATION: Continues Financial Restructuring Negotiations
REPUBLIC ENGINEERED: Admin. Claims Bar Date Set for March 19

SAKS INC: S&P Affirms BB Ratings After One-Time Special Dividend
SAKS INC: Fitch Affirms Debt Ratings at Lower-B Level
SK GLOBAL AMERICA: Wants Until June 21, 2004 to Decide on Leases
SNAP2: Boards Appoints Bagell Joseph as New Independent Auditor
STANDARD CAPITAL: Ex-Auditor Doubts Ability to Continue Operations

TE-KHI TRAVEL: Case Summary & 64 Largest Unsecured Creditors
TENET HEALTHCARE: Posts $1.5 Billion Net Loss at December 2003
TYCO: Annual Shareholders' Meeting Slated for March 25 in Conn.
UNITED AIRLINES: Wants to Reject N396UA & N908UA Aircraft Leases
UNITED HERITAGE: Working Capital Losses Spur Going Concern Doubts

US AIRWAYS: S&P Keeps Watch on Ratings Due to Loan Restructuring
VERITAS: Delays 2003 Form 10-K Filing to Restate Financials
VESTA INSURANCE: Fitch Watches Low-B Level Issuer & Debt Ratings
VIE FINANCIAL: Accumulated Loss Prompts Going Concern Uncertainty
WORLDCOM: Agrees to Sell Embratel Investment to Telmex

W.R. GRACE: Asbestos Committee Pushes to Terminate Exclusivity
XO COMMS: Reports Declining Revenues for 4th Quarter & FY 2003
XTREMESPECTRUM INC: Case Summary & 20 Largest Unsecured Creditors
ZENITH TECH: Dismisses Stonefield & Installs Marcum as New Auditor

* Government-Forfeited S.C. Property Up for Sale at Bid4Assets
* Miller Buckfire Hires Michael Wildish to Enhance M&A Practice
* NASD Charges Three Brokers with Suitability Violations

* Upcoming Meetings, Conferences and Seminars

                           *********

ADELPHIA COMMS: Van Greenfield Resigns from Fee Committee
---------------------------------------------------------
James A. Beldner, Esq., Adelphia Communications Fee Committee's
counsel, informs the Court that as of February 18, 2004, Van
Greenfield, the representative of the Official Committee of Equity
Security Holders, resigned from his position on the Fee Committee.

The March 7, 2003 Court Order approving the Fee Protocol
authorizes the Equity Committee to designate a successor member
to Mr. Greenfield's position.  As of press time, no such
designation has been made. (Adelphia Bankruptcy News, Issue No.
53; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AES GENER: S&P Assigns Final BB+ Rating to $400 Million 7.5% Bonds
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its final 'BB+' rating
to AES Gener S.A.'s US$400 million 7.5% 10-year 144A bonds to be
issued in March 2004. Since the placement will be US$100 million
greater than the original amount planned, this bond issue should
take the place of the previously expected $75 million syndicated
loan.

In addition, as indicated by the research update published on
Feb. 25, 2004, Standard & Poor's has also raised the company's
corporate credit rating to 'BB+' from 'B' and removed the rating
from CreditWatch with positive implications.

The outlook is stable.

"The upgrade reflects the projected significant improvement of the
company's financial profile due to its debt restructuring plan
that should result in consolidated debt reduction of around US$300
million and a significant extension of the company's financial
debt," said Standard & Poor's credit analyst Sergio Fuentes.

"The bond issuance is an important step in the company's
restructuring plan which, so far, has been advancing as expected,"
continued Mr. Fuentes.

Standard & Poor's also said that the 'BB+' ratings on AES Gener
reflect the company's improved financial profile but still
indicate relatively weak financial flexibility and ratios.

The ratings also incorporate the cash flow dependence on weather
conditions, which influence margins through the level and cost of
energy purchases needed to comply with contracts. However, the
company benefits from relatively large long-term sale contracts
with solid offtakers.

The stable outlook reflects Standard & Poor's expectations that
the company's financial performance will significantly improve due
to the proposed deleveraging. In addition, the outlook
incorporates lower debt and the projected attractive node prices
and high levels of demand growth in the SIC.


ASCENT ASSURANCE: CSFB Holds 93% Stake After Stock Conversion
-------------------------------------------------------------
Ascent Assurance, Inc. (OTC Bulletin Board: AASR) reported that
its shareholders approved an amendment to the Company's
Certificate of Incorporation to increase the authorized number of
shares of Common Stock to 75 million shares from 30 million shares
as recommended by the Company's Board of Directors. The approval
of this amendment resulted in the automatic conversion of all
37,504 outstanding shares of the Company's Series B convertible
participating preferred stock into 43,995,026 shares of common
stock. All outstanding shares of the Series B Preferred Stock were
held by a wholly-owned subsidiary of Credit Suisse First Boston
LLC, the Company's largest shareholder. The conversion of the
Series B Preferred Stock increased the ownership percentage of
CSFB in the Company's common stock to approximately 93% from 49%.
In addition, the Company's shareholders approved the election of
the following three directors: Gregory M. Grimaldi, David G.
Kaytes and Patrick J. Mitchell.

Ascent Assurance, Inc. -- http://www.ascentassurance.com/-- is an
insurance holding company primarily engaged in the development,
marketing, underwriting and administration of medical-surgical
expense, supplemental health, life and disability insurance
products to self-employed individuals and small business owners.
Marketing is achieved primarily through the career agency force of
its marketing subsidiary.  The Company's goal is to combine the
talents of its employees and agents to market competitive and
profitable insurance products and provide superior customer
service in every aspect of operations.

The Company's September 30, 2003 balance sheet shows that its net
capitalization dwindled to about $441,000 from about $2.3 million
nine months ago.

                       CSFB Financing

In its Form 10-Q filed with Securities and Exchange Commission,
the Company reported:

"Ascent received debt financing to fund an $11 million capital
contribution to FLICA in April 2001 from Credit Suisse First
Boston Management Corporation, which is an affiliate of Special
Situations Holdings, Inc. - Westbridge (Ascent's largest
stockholder). The credit agreement relating to that loan provided
Ascent with total loan commitments of $11 million, all of which
were drawn in April 2001. The loan bears interest at a rate of 12%
per annum and matures in April 2004. Absent any acceleration
following an event of default, Ascent may elect to pay interest in
kind by issuance of additional notes. During the three months
ended June 30, 2003, Ascent issued $427,000 in additional notes
for payment of interest in kind which increased the notes payable
balance to CSFB at June 30, 2003 to approximately $14.4 million.
Terms of the CSFB Credit Agreement are equivalent to terms that
exist in arm's-length credit transactions. Ascent must obtain
additional financing to retire the note payable when it matures in
April 2004 or restructure the terms of the note. Failure of Ascent
to successfully refinance the note payable would have a material
adverse impact on Ascent's liquidity, capital resources and
results of operations.

"The Company has authorized 40,000 shares of non-voting preferred
stock. At June 30, 2003, 35,654 shares of preferred stock were
outstanding, all of which are owned by Special Situations
Holdings, Inc. - Westbridge, which is Ascent's largest common
stockholder and is also an affiliate of CSFB. Dividends on
Ascent's preferred stock are payable in cash or through issuance
of additional shares of preferred stock at the option of Ascent.
On June 30, 2003, preferred stock dividends accrued in the second
quarter of 2003 were paid through the issuance of 890 shares of
preferred stock.

"The preferred stock is mandatorily redeemable in cash on March
24, 2004 in an amount equal to the stated value per share plus all
accrued and unpaid dividends thereon to the date of redemption.
Ascent must obtain additional financing to retire the preferred
stock when due or restructure the terms of the preferred stock.
Failure of Ascent to successfully refinance the preferred stock
would have a material adverse impact on Ascent's liquidity,
capital resources and results of operations."


BANC ONE/FCCC: Fitch Ups Series 2000-C1 Class H Notes to B+
-----------------------------------------------------------
Banc One/FCCC's commercial mortgage pass-through certificates,
series 2000-C1, are upgraded by Fitch Ratings as follows:

        --$34.3 million class C to 'AAA' from 'AA+';
        --$8.6 million class D to 'AAA' from 'AA';
        --$15 million class E to 'AAA' from 'A';
        --$8.6 million class F to 'AAA' from 'A-';
        --$23.6 million class G to 'BBB+ from 'BB+';
        --$15 million class H to 'B+' from 'B'.

In addition, Fitch affirms the following classes:

        --$15.6 million class A-2 'AAA';
        --Interest-only classes 'AAA';
        --$42.9 million class B 'AAA'.

Fitch does not rate the $14.6 million class J certificates.

The upgrades are the result of increased subordination levels due
to loan amortization and prepayments. As of the February 2004
distribution date, the pool's aggregate balance has been reduced
by 79% to $178.1 million from $857.1 million at issuance. Of the
original 1,099 loans there are 282 remaining. The pool remains
diverse, with the top five loans representing 15% of the pool.
There are currently eight loans in special servicing, representing
5% of the pool, including one 60-day delinquent (0.45%) and one
90-day delinquent loan (0.3%). The loans currently in special
servicing are the result of maturity defaults, as well as loans
which periodically transfer due to chronically late payments
attributed to the borrower's cash management.

Fitch remains concerned with the transactions high Illinois
(Chicago) concentration. However, the ratings reflect the
geographic concentration concerns.


BETHLEHEM STEEL: Settles Dispute over Prepetition Debts with GE
---------------------------------------------------------------
Before the Petition Date and in the ordinary course of their
businesses, the Bethlehem Steel Debtors and various divisions of
General Electric Company -- GE Supply Company, GE Power Systems,
General Electric Transportation Systems, GE Industrial Systems,
and GE Mostardi Platt -- engaged in transactions with each other
and incurred mutual debt obligations on account of the
transactions.

Pursuant to and as a result of the Prepetition Transactions, as
of the Petition Date, the Debtors owed GE $523,118 while GE owed
the Debtors $1,943,875.

After the Petition Date, GE withheld payment from the Debtors
pursuant to an asserted right of set-off.  GE ultimately paid to
the Debtors all amounts owed but $367,073 in connection with the
Prepetition Transactions.

GE filed Claim Nos. 144, 143, 177, 951, 959, 960, 382, and 975 --
aggregating $523,118 -- against the Debtors in which GE asserted
a right of offset.

The Debtors and GE have agreed to resolve the issues pertaining
to the Prepetition Transactions and their prepetition mutual debt
obligations on these terms and conditions:

   (a) GE was fully secured on the Petition Date.  GE's security  
       was subsequently reduced to $367,073;

   (b) GE will be permitted to exercise its right to offset its
       $523,118 Claim against the Debtors' $367,073 Claim, which
       will result in a net prepetition balance owed by the
       Debtors to GE of $156,044;

   (c) GE will have an allowed general unsecured claim, Claim
       No. 975, for $156,044 in respect of the Balance; and

   (d) The remaining GE Filed Claims are withdrawn.

Headquartered in Bethlehem, Pennsylvania, Bethlehem Steel
Corporation -- http://www.bethlehemsteel.com/-- was 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, the centerpiece of which was a sale of
substantially all of the steelmaker's assets to International
Steel Group.  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 obtained confirmation of
a chapter 11 plan on October 22, 2003, which took effect on Dec.
31, 2003. (Bethlehem Bankruptcy News, Issue No. 52; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CINCINNATI BELL: Fitch Places Low-B Ratings on Watch Negative
-------------------------------------------------------------
Fitch Ratings has placed the ratings assigned to Cincinnati Bell,
Inc. (CBB) and Cincinnati Bell Telephone Company (CBT) on Ratings
Watch Negative. Fitch's action applies to the following ratings
for Cincinnati Bell, Inc. and its subsidiaries: CBB's senior
secured bank facility at 'BB-', CBB's 7.25% senior secured notes
due 2023 at 'BB-', CBB's 7.25% senior unsecured notes due 2013 at
'B+', CBB's 16% senior subordinated discount notes due 2009 and
the 8.375% senior subordinated notes due 2014 at 'B', and CBB's
6.75% convertible preferred stock at 'B-'. Fitch's action also
applies to the 'BB+' senior unsecured rating of CBT.

Fitch's action follows the company's announcement that CBB is
seeking a waiver of an event of default from its bank group that
will facilitate a restatement of CBB's historical financial
statements. The restatement is in connection with the accounting
for a network construction contract the company entered into in
2000. As of the end of the third quarter of 2003 the senior
secured bank facility had approximately $640 million outstanding.

CBB has announced its intention to restate its historical
financial statements covering a period from year-end 2000 through
September 2003. The restatement will not have an impact on CBB's
revenue for the year to date period ended September 30, 2003,
however the company's cost of services and products will decrease
by approximately $51 million and its net income for the year to
date period ended September 30, 2003 will increase by $51 million.
For the year ended 2002 the company intends to increase its net
loss by approximately $18 million reflecting an increase in income
tax expense. Revenue for the year ended 2001 will decrease by
approximately $31 million and cost of services will increase by
$15 million. Year-end 2001 net loss will increase by approximately
$30 million. Lastly, revenue for year ended 2000 will decrease by
approximately $23 million, cost of services will decrease by $18
million and the net loss for year-end 2000 will increase by
approximately $3 million.

The company has announced that the administrative agent of its
credit agreement has approved the waiver. The company has received
a waiver from the holders of the company's 16% senior subordinated
discount notes in connection to the note indenture.

Fitch expects the Rating Watch to be resolved with the conclusion
of CBB's waiver process. While there is some risk in the company
attaining its waivers, Fitch expects that CBB will ultimately be
successful. Fitch currently expects to affirm CBB's ratings when
the company attains its bank group waivers.


CINCINNATI BELL: Completes Investigation & Annual Report Delayed
----------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) has sought a 15-day extension to
file its 2003 Form 10-K with the U.S. Securities and Exchange
Commission.

As previously disclosed, the Company has been investigating the
allegations contained in an amended class action securities
lawsuit filed in December 2003. These allegations relate primarily
to the manner in which the Company recognized revenue, and wrote
down assets, with respect to its former broadband business.

The Audit Committee of the Company's Board of Directors has now
completed its investigation of those matters. In connection with
that investigation, adjustments have been identified related to
the manner that the Company recorded a particular broadband
network construction agreement entered into in 2000. These
adjustments related to the timing of revenue recognition resulting
from the inappropriate inclusion of certain costs that had not
been fully incurred and use of estimates regarding the extent to
which the construction contract had been completed. The Company
intends to restate its financial statements to reflect the revised
accounting for this contract. In investigating plaintiffs' other
allegations, the Audit Committee did not identify any information
that warranted any modification or change to the Company's
financial statements.

While the following amounts could change on final review, the
Company believes its revenue for the year-to-date period ended
September 30, 2003 will remain the same as previously reported,
cost of services and products will decrease by approximately $51
million and net income will increase by approximately $51 million;
revenue and cost of services and products will likely be unchanged
in 2002 and net loss will increase by approximately $18 million
due to an increase in income tax expense; revenue for 2001 will
decrease by approximately $31 million, cost of services and
products for 2001 will increase by approximately $15 million and
net loss for 2001 will increase by approximately $30 million; and
revenue for 2000 will decrease by approximately $23 million, cost
of services and products for 2000 will decrease by approximately
$18 million and net loss for 2000 will increase by approximately
$3 million. Thus, the Company believes that there will be no
cumulative change to net income over the reporting period as a
result of this restatement.

While no definitive assurance can be given, the Company believes
that the amounts summarized above are an accurate reflection of
the effects of the restatement.

In November 2001, the Company publicly announced its intention to
exit the broadband network construction business. Thereafter, the
Company did not enter into any new network construction agreements
and no revenue was recognized in either 2002 or 2003 on the
broadband network construction contract referenced above. As
previously disclosed, the Company effectively completed the sale
of substantially all of the assets of its broadband business in
June 2003.

The anticipated impact of the restatement on the Company's
historical financial statements gives rise to an event of default
under the Company's credit agreement and prevents future
borrowings under the Company's revolving credit facility. In
conjunction with finalizing its revised financial statements, the
Company intends to seek a waiver from its lenders relating to
these provisions. Due to cross default provisions, an event of
default under the credit agreement also gives rise to an event of
default under certain other indebtedness of the Company, which
events of default will be cured upon receipt of the waiver of the
lenders under the credit agreement. The Company believes it will
obtain the requested waiver on or before March 30, although there
can be no assurances in that regard. Citibank, the administrative
agent of the credit agreement, has approved the waiver and will
recommend that the other lenders approve it as well. In the event
that the waiver is not obtained, substantially all of the
Company's debt would be classified as current obligations, which
would give rise to a going concern opinion from the Company's
independent auditors.

The Company has already received a waiver from the holders of its
16% notes for an event of default relating to representations and
warranties contained in the 16% notes purchase agreement.

Assuming that the Company is able to obtain the waiver from its
lenders, the Company expects to be in a position, on or before
March 30, to announce its fourth quarter and full year 2003
results, issue its 2003 Form 10-K and release its restated
financial statements for prior years. The Company will also file
amended Form 10-Qs for the first three quarters of 2003.

                About Cincinnati Bell Inc.

Cincinnati Bell Inc. (NYSE:CBB) is parent to one of the nation's
most respected and best performing local exchange and wireless
providers with a legacy of unparalleled customer service
excellence.  The Company was recently ranked number one in
customer satisfaction, for the third year in a row, by J.D. Power
and Associates for residential long distance among mainstream
users.  Cincinnati Bell provides a wide range of
telecommunications products and services to residential and
business customers in Ohio, Kentucky and Indiana. Cincinnati Bell
is headquartered in Cincinnati, Ohio.  The company's Web site is
at http://www.cincinnatibell.com/


CRITTENDEN MEMORIAL: S&P Hatchets Debt Rating to BB- from BBB
-------------------------------------------------------------  
Standard & Poor's Ratings Services lowered its rating on
Crittenden County, Arkansas' outstanding debt, issued for
Crittenden Memorial Hospital, to 'BB-' from 'BBB'. At the same
time, Standard & Poor's has revised its outlook to negative from
stable.

"The downgrade and outlook revision reflect an operating loss in
the fiscal year ending Dec. 31, 2003 (negative 4.2% margin) based
on unaudited year-end results; a highly constrained cash position;
maximum annual debt coverage that has fallen to 0.37x; and
declining volumes, coupled with stagnant population growth and
out-migration to the nearby Memphis, Tennessee Market," said
Standard & Poor's credit analyst Kevin Holloran.

Unaudited fiscal year-end financials for fiscal 2003 (through
Dec. 31, 2003) show an operating income loss of $1.9 million
(negative 4.2% margin).

Crittenden's liquidity is extremely slim, at $1.8 million at
fiscal year-end 2003, equaling only 15 days' cash on hand and only
16% of outstanding debt.

Management points to the additional loss of two key admitters that
accounted for approximately 10% of Crittenden's volume, as the
primary contributors to the fiscal 2003 loss.

Crittenden admitted 4,459 patients in 2003, down 2.8% from the
2002 level of 4,586.

In order to boost volumes and reduce out-migration, management has
invested in capital equipment over the past several years above
annual deprecation and amortization levels. However, Crittenden's
average age of plant remains an elevated 16.6 years.

The estimated amount of outstanding debt affected by this rating
action is $8.2 million.

The outlook is changed to negative. Management is faced with the
difficult task of recruiting physicians, bringing expenses back
into line with projected revenues, and rebuilding balance sheet
strength.

Should Crittenden not succeed in returning to profitable
operations or rebuilding their cash position in the near term,
future rating downgrades are likely.

Crittenden Memorial Hospital is a 152-bed community hospital
located in West Memphis, Arkansas, approximately 10 miles outside
of Memphis, Tennessee.

The West Memphis area experienced a 6.8% decrease in population
from 1990 to 2000, while Crittenden County itself experienced a
stagnant 0.5% growth over the same time period.

Patient out-migration to the nearby Memphis, Tennessee market and
Crittenden's historic difficulty in attracting and retaining
nurses and physicians to the West Memphis area, continue to be a
major concern of senior management.


COMMSCOPE: Revises Q4 Results to Add More OFS BrightWave Charges
----------------------------------------------------------------
CommScope, Inc. (NYSE: CTV) announced final fourth quarter 2003
results for the period ended December 31, 2003.  There was no
change in CommScope's preliminary operating results reported on
February 19, 2004, other than additional equity in losses of OFS
BrightWave, LLC.  CommScope's final, audited 2003 results are
included in the Company's Form 10-K.

CommScope's equity-method investee, OFS BrightWave, recently
performed an impairment analysis of its fixed assets and
identified intangible assets primarily due to the difficult global
business conditions for optical fiber and fiber optic cable. As a
result, for the fourth quarter of 2003 OFS BrightWave recorded
impairment charges totaling $202.3 million, which include $101.3
million for its identified intangible assets and $101 million for
tangible property, plant and equipment.

The losses incurred by OFS BrightWave in 2003 resulted in a
members' deficit of $130.8 million as of December 31, 2003 and
reduced CommScope's equity in the net assets of OFS BrightWave to
zero. CommScope's share of OFS BrightWave's losses in excess of
its equity investment was recognized for accounting purposes as a
reduction of its advances to OFS BrightWave, based on CommScope's
proportionate share of OFS BrightWave's long-term debt, which was
11.66% as of December 31, 2003. However, these charges have no
effect on its contractual right to sell our ownership interest in
OFS BrightWave to Furukawa for a cash payment equal to our
original investment in and advances to OFS BrightWave. CommScope's
ownership interest in OFS BrightWave currently remains unchanged.

CommScope recorded after-tax charges of $20.9 million, or $0.35
per share, in the fourth quarter of 2003 for its share of the
losses of OFS BrightWave related to the Company's ownership
interest in this venture. The preliminary equity in losses of OFS
BrightWave included in the initial fourth-quarter earnings release
was $4.6 million, or $0.08 per share.

CommScope's final fourth quarter 2003 results were a net loss of
$17.2 million, or $0.29 per share, which included after-tax equity
in losses of OFS BrightWave. For calendar year 2003, CommScope
reported a net loss of $70.6 million or $1.19 per share.
CommScope's 2003 results include: a) after-tax equity in losses of
OFS BrightWave of $61.7 million or $1.04 per share; and b)
impairment charges primarily related to uninstalled, underutilized
and idle broadband cable manufacturing equipment of $20.0 million
after tax or $0.34 per share. Final fourth quarter and calendar
year 2003 results are attached.

                    About CommScope

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


CRESCENT JEWELERS: Ernst & Young Resigns as Accountants
-------------------------------------------------------
Friedman's Inc. (NYSE: FRM) announced that on March 12, 2004,
Friedman's was informed by management for Crescent Jewelers that
Ernst & Young (E&Y) had resigned as the independent accountants
for Crescent Jewelers. Friedman's is not aware of the reasons for
E&Y's resignation as independent accountants for Crescent
Jewelers. E&Y has advised Friedman's that it is continuing to work
on the Friedman's financial statements for the three years in the
period ended September 27, 2003.

Since 1996, Friedman's has maintained a strategic relationship
with Crescent Jewelers, a specialty retailer of fine jewelry based
in Oakland, California. Friedman's has a direct investment in
Crescent of $85 million, consisting of $50 million of Series A
preferred stock and $35 million of senior subordinated debt. As of
September 27, 2003, Crescent also owes Friedman's accrued
dividends and interest on the preferred stock and the subordinated
debt in the amount of approximately $5.5 million. In connection
with the completion of the audit of Friedman's fiscal 2003
financial statements, Friedman's retained an outside appraisal
firm to provide a conclusion on the fair value of Crescent's
business enterprise. This valuation will be used to assist
Friedman's in determining whether any impairment charge to the
carrying value of that investment is warranted. While the
valuation of Friedman's investment in Crescent has not yet been
finalized, at this time Friedman's expects to record a substantial
impairment (a non-cash charge) of its investment in Crescent in
the Friedman's Inc. fiscal 2003 financial statements. Friedman's
believes that financial information for Crescent previously
included in Friedman's public filings should no longer be relied
upon.

Friedman's is affiliated with Crescent through common controlling
ownership -- Phillip E. Cohen controls Crescent and is also the
beneficial owner of all of the Friedman's Class B voting common
stock. From September 1999 through August 2002, before Crescent
entered into its existing credit facility and Friedman's made its
$85 million direct investment in Crescent, Friedman's provided
credit enhancement for Crescent's then-existing credit facility.
In partial consideration for the credit enhancement, Friedman's
received a warrant to purchase 50% of Crescent's non-voting
capital stock for $500,000, which remains outstanding. During
fiscal 2003, Friedman's shared common executive management with
Crescent. However, effective as of the beginning of December 2003,
Crescent and Friedman's have been separately managed. Friedman's
has contractual arrangements with Crescent under which Friedman's
provides Crescent with accounting and information technology
support, certain other back-office processing services and the use
of the "The Value Leader' trademark. Crescent is currently in
default of the payments required under these agreements.
Friedman's has taken no action with respect to these defaults, but
has reserved its rights to do so at any time.

Friedman's Inc. is a leading specialty retailer of fine jewelry
based in Savannah, Georgia. The Company is the leading operator of
fine jewelry stores located in power strip centers. At February
26, 2004, Friedman's Inc. operated a total of 714 stores in 20
states, of which 488 were located in power strip centers and 226
were located in regional malls. Friedman's Class A Common Stock is
traded on the New York Stock Exchange (NYSE Symbol, FRM).


D&E COMMUNICATIONS: Reports Increased Revenues for 2003
-------------------------------------------------------
D&E Communications, Inc. (Nasdaq: DECC), a leading provider of
integrated communications services in central and eastern
Pennsylvania, announced operating results for the year ended
December 31, 2003 (dollar amounts in thousands, except per share
information)

               Overview of 2003 Compared to 2002

Consolidated operating revenues from continuing operations in 2003
increased $35,791, or 26.1%, to $173,125 in 2003 from $137,334 in
2002. The revenue increase was primarily due to the inclusion of
$95,965 of Conestoga's revenues for the full twelve months in
2003, compared to only $60,933 for seven months in 2002, after the
May 24, 2002 acquisition. Conestoga revenues include the decrease
in revenues due to the sale of Conestoga Wireless in January 2003,
which resulted in decreased revenue of $7,180.

Consolidated operating income from continuing operations for 2003
increased $16,492, to $23,767 in 2003 from $7,275 in 2002. The
increased operating income in 2003 was primarily attributable to
Conestoga's contribution to income of $18,629 for a full twelve
months compared with $7,513 for the seven months in 2002. Further,
2003 results did not include merger related costs similar to the
$973 experienced in 2002. The full effect of the reduction of
expenses, primarily related to staff reductions at the date of the
merger and over the following six months, were reflected in the
2003 results.

Income from continuing operations increased $10,982 to income of
$3,877 in 2003 from a loss of $7,105 in 2002 primarily due to the
increase in operating income discussed above, net of taxes. Also,
in 2003, there was an increase of $3,789 in realized gains/losses
on the disposition of investments available for sale, a $892
reduction in expenses from reduced equity losses in affiliates,
and other miscellaneous income increases. This reduction was
offset by the $6,179 increase in interest expense related to
larger borrowings for the full twelve months.

Net income in 2003 of $4,084 was a decrease of $44,310. The
decrease was due to the sale of our discontinued D&E Wireless
segment operations on April 1, 2002, which resulted in the
recognition of an after-tax gain of $55,506.

                    Results of Operations

D&E's business segments are as follows: incumbent rural local
exchange carrier (RLEC), competitive local exchange carrier
(CLEC), Internet services, systems integration and Conestoga
Wireless.

RLEC segment revenues increased $29,288, or 34.9%, to $113,294 in
2003. In 2003, the Conestoga acquisition added $64,512 of revenue,
versus $36,794 for the seven months included in 2002. D&E revenues
increased $1,570, to $48,782 in 2003, from $47,212 in 2002. D&E
local telephone service revenues increased $792, or 5.4%, to
$15,509 in 2003, from $14,717 in 2002 as a result of increases in
enhanced services sold and rate increases in July 2003. D&E
network access revenues increased $994, or 4.2%, to $24,427 in
2003, from $23,433 in 2002. This increase resulted partially from
a favorable change in the National Exchange Carrier Association
(NECA) average schedule settlement formula for interstate access
that took effect in July 2003. Other RLEC revenue increased $5,220
in 2003 from 2002 as a result of the additional Conestoga revenue
that was primarily from directory revenue. D&E other revenue
decreased $213 in 2003 compared to 2002 primarily from a decrease
in long distance revenues. RLEC segment operating expenses
increased $13,283, or 20.0%, to $79,631, in 2003. These increases
were primarily attributable to including twelve months in 2003 of
Conestoga operating expenses and seven months since the
acquisition in 2002. The synergies resulting from the Conestoga
acquisition, including staff reductions and other cost savings
have contributed to the improved profitability in 2003. These
savings are expected to continue at the same level, but are not
likely to result in similar incremental increases in operating
income in future years.

CLEC segment revenues increased $13,649, or 61.7%, to $35,753 in
2003. In 2003, the Conestoga acquisition added $24,294 of revenues
versus $13,682 in 2002. D&E's revenues increased $3,037, to
$11,459, in 2003, from $8,422 in 2002. The increases in 2003 were
attributable to the Conestoga acquisition and the expanding of the
CLEC business customer base in our edge-out markets. CLEC segment
operating expenses increased $13,283, or 50.5%, to $39,590 in
2003. These increases were partially attributable to including
twelve months in 2003 of Conestoga operating expenses and due to
increased costs of services related to an increase in our customer
base. Operating losses decreased $366, or 8.7%, to $3,837 in 2003
primarily due to changes in operating efficiencies as the customer
base grew. Operating results are expected to continue to improve
as more customers are added to cover the fixed costs of operations
and as we expand the number of customers completely on our own
network.

Internet Services segment revenues increased $2,311, or 45.9%, to
$7,341 in 2003. The Conestoga acquisition added $1,567 to revenue
in 2003, versus $1,116 in 2002. The primary source of the revenue
increase was from the addition of new Internet subscribers.
Operating expenses were $7,450 in 2003, and $5,526 in 2002,
resulting in an operating loss of $109 in 2003, compared to a loss
of $496 in 2002. The decrease in the operating losses was due to
improved operating efficiencies as the customer base grows.

Systems Integration segment revenues decreased $210, or 0.9%, to
$23,409 in 2003. In 2003, the Conestoga acquisition added $8,458
of revenue, versus $3,961 of revenue from the seven months since
the acquisition in 2002. Increases in revenue due to the Conestoga
acquisition were offset by decreases in D&E revenues of $4,707 in
2003. The 2003 decreases were primarily $304 of communication
services and $4,379 of product sales. We believe these decreases
partially relate to the effects of a slow economy and reductions
in customer spending for communications related infrastructure and
consulting services. Revenues are expected to grow as business
demand for integrated voice and high speed data services
increases. Operating expenses increased $970, or 3.6%, to $27,731
in 2003. The 2003 expenses increased as a result of a full year of
expenses from the Conestoga operations acquired in May 2002,
selling expense increases and increased expenses relating to
integration of software systems. Operating losses increased $1,180
to $4,322 in 2003. We expect Systems Integration results to
improve as a result of improved economic conditions and expanding
data sales efforts.

Conestoga Wireless segment revenues were $460, earned in the first
quarter before the sale of the segment was completed on January
14, 2003. Revenues were $7,640 from the May 24, 2002 date of
acquisition until December 31, 2002. The 2003 operating loss of
$680 included the first quarter activity plus an additional cost
accrued in the third quarter related to a change in the estimated
amount necessary to satisfy the commitment to Mountain Union
Telecom under the Build-to-Suit agreement that D&E assumed with
the Conestoga acquisition.

                        Other Matters

On March 5, 2004, we completed a syndicated senior secured debt
financing in the amount of $260 million jointly arranged by
CoBank, ACB and SunTrust Bank. The credit facilities are in the
form of a $25 million revolving line of credit, term loans in the
amounts of $50 million and $150 million, respectively, and the
assumption of $35 million of term indebtedness of a D&E
subsidiary. The proceeds of the credit facilities were used to
restructure indebtedness under our prior credit facilities and for
general corporate purposes. The facilities received ratings of BB-
and Ba3 from Standard & Poor's Ratings Services and Moody's
Investors Services, respectively. The effect of the refinancing
was to allow us to lower the interest rates on our indebtedness,
provide greater flexibility in our financial covenants and extend
the amortization of principal. There are approximately $2 million
in annual interest savings under the new facilities and
approximately $2 million of one-time costs associated with closing
the facilities. We will incur a one-time write-off of
approximately $6.3 million of the $7.9 million unamortized debt
issuance costs associated with the company's previous financings.

D&E Communications, Inc. is a leading provider of integrated
communications services to residential and business customers in
markets throughout central and eastern Pennsylvania. D&E offers
its customers a comprehensive package of communications services
including local and long distance telephone service, high-speed
data services and Internet access service. D&E also provides
business customers with systems integration services including
voice and data network solutions.

                         *   *   *

As reported in the Troubled Company Reporter's February 5, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
corporate credit rating to Ephrata, Pennsylvania-based incumbent
local exchange carrier D&E Communications Inc. A bank loan rating
of 'BB-' and a recovery rating of '3' were assigned to the
company's proposed $225 million senior secured credit facility,
subject to a review of final bank documentation. This bank
facility will be used to refinance existing secured debt. The
rating on the loan is at the same level as the corporate credit
rating; this and the '3' recovery rating reflect expectations of a
meaningful recovery of principal (50%-80%) in a hypothetical
default. The outlook is negative. Pro forma for the refinancing,
D&E has total debt of about $245 million at Sept. 30, 2003.

"The ratings primarily reflect D&E's small size, lack of
geographical diversity, and significant exposure to the risky
competitive local exchange carrier business," said Standard &
Poor's credit analyst Michael Tsao. D&E's small ILEC business
(about 143,000 access lines), which accounts for nearly all of
consolidated EBITDA and had an EBITDA margin of about 57% in third
quarter 2003, operates in a few mature markets concentrated in
eastern Pennsylvania. Given the relatively high population density
of D&E's ILEC markets, the ILEC will likely experience increased
competition from wireless and, in the distant future, cable
telephony. The company's small size, in conjunction with limited
financial resources, could limit D&E's ability to deal with
substantially better-capitalized competitors, particularly those
providing wireless services, in the longer term. Without
geographic diversity, D&E is vulnerable to any downturn in the
local economy, which is heavily dependent on agriculture,
manufacturing, and tourism.


DEL GLOBAL: Agrees to Settle Civil & Criminal Charges for $5 Mil.
-----------------------------------------------------------------
Del Global Technologies Corp. (DGTC) announced operating results
for its fiscal 2004 second quarter and six month period ended
January 31, 2004, and updated shareholders on a variety of
matters.

Walter F. Schneider, President and Chief Executive Officer of Del
Global, commented, "The Company reported higher sales and
operating income at the Medical Systems Group, which were offset
by lower sales and an increased operating loss at the Power
Conversion Group. Our efforts to strengthen gross margins are
producing positive results at the Medical Systems Group, where
margins for the second quarter of fiscal 2004 remained stable with
the first quarter of fiscal 2004 at 23.9%."

               REACHES AGREEMENT IN PRINCIPLE
               WITH U.S. GOVERNMENT REGARDING
            DEPARTMENT OF DEFENSE INVESTIGATION

Del Global has reached an agreement in principle with United
States Government regarding a settlement of the civil and criminal
aspects of the previously disclosed Department of Defense ("DoD")
investigation into certain past business practices at the
Company's RFI subsidiary. The terms of this settlement call for
Del Global to pay, by September 30, 2004, fines and restitution of
up to $5 million and to plead guilty to one criminal count. The
amounts payable would be reduced by $400,000 if Del Global were to
pay the U.S. Government by June 30, 2004. There can be no
assurances that Del Global will enter into a binding agreement
with the U.S. Government regarding the proposed settlement, or
that the terms will not be changed.

Management expects that the Company will need to raise additional
capital to fund the proposed settlement. There can be no assurance
that additional capital will be available to the Company on
acceptable terms to either pay or accelerate the payment of these
potential fines and restitution amounts.

In connection with this settlement, Del Global recorded a $3.2
million charge in the second quarter of fiscal 2004. This charge
represented the difference between the previously announced $2.3
million charge taken during the third quarter of fiscal 2003,
which represented Del Global's estimate of the low end of a range
of potential fines and restitution, plus estimated legal and
professional fees, and the up to $5 million in fines and
restitution, plus estimated legal and professional fees, related
to this settlement.

Del Global expects to work with the DoD to avoid any future
limitations on the ability of the Company to do business with U.S.
Government entities. Such limitations could include seeking a
"debarment" or exclusion from doing business with U.S. Government
entities for a period of time. Because management believes that it
has been responsive in addressing the problems that affected RFI
in the past, the Company believes this settlement will not limit
or interrupt its ability to service the governmental and defense
sectors of its business.

Mr. Schneider stated, "We are pleased to have reached an agreement
in principle with the US Government regarding these civil and
criminal matters. This proposed settlement removes a layer of
uncertainty and allows management to further focus its energies on
strengthening Del Global's operations and enhancing shareholder
value."

               FISCAL 2004 SECOND QUARTER RESULTS

Net sales for the second quarter of fiscal 2004 increased 14.4% to
$29.9 million from $26.1 million in the second quarter of fiscal
2003; consolidated net sales also increased 38% sequentially from
the first quarter of fiscal 2004. Increased net sales for the
fiscal 2004 second quarter reflect higher sales at the Company's
Medical Systems Group, most notably from deliveries on the
previously announced $8.5 million order from Instituto Mexicano
del Seguro Social ("I.M.S.S.") for 22 "Mercury" remote controlled
digital Radiographic/Fluoroscopic ("R/F") imaging systems. Higher
sales at the Medical Systems Group were partially offset by lower
sales at the Power Conversion Group.

Medical Systems Group sales increased 56% to $23.8 million from
the same period last year, and represented approximately 80% of
total net sales. Higher sales were attributable to the
aforementioned I.M.S.S. order, which offset a slight decline in
domestic sales, plus favorable exchange rate effects at the
Company's Villa Sistemi Medicali S.p.A. subsidiary. Sales at the
Power Conversion Group decreased 44.1% from the fiscal 2003 second
quarter to $6.1 million. This decline was due principally to
decreases in the Company's Explosive Detection Systems business
("EDS") and the shift to in-house production of components
formerly purchased from Del Global by a large customer.

Consolidated gross margin for the fiscal 2004 second quarter
remained stable at 21.1% compared to 21.2% in the same period last
year, and increased slightly from the 20.7% reported in the first
quarter of fiscal 2004. Gross margin at the Medical Systems Group
for the fiscal 2004 second quarter was 23.9%, a decrease from
24.5% in the comparable prior year period. This change was due to
the lower margins on the large I.M.S.S. sale, offset by higher
margins due to the effects of cost cutting measures at Del
Global's domestic Medical Systems business. Gross margin at the
Power Conversion Group for the fiscal 2004 second quarter was 9.9%
versus 16.6% in the prior year. The prior year's second quarter
margins reflected shipments of higher margin EDS product.

The Company reported an operating loss of $4.4 million for the
fiscal 2004 second quarter, compared to an operating loss of $1.0
million in the prior year's second quarter. The Medical Systems
Group reported operating income of $2 million. The $5.6 million
operating loss at the Power Conversion Group includes the
following:

-- the previously discussed $3.2 million charge related to the
   agreement in principle with the U.S. Government regarding the
   settlement of the DoD matter; and

-- a $1.5 million non-cash write off of goodwill and intangible
   assets associated with the Power Conversion Group's High
   Voltage business, due to operating losses at that business.

On a pro forma basis, absent the charges noted above, Del Global
had Operating Income in the second quarter of approximately
$283,000, versus a pro forma Operating Loss in the prior year of
$757,000. For the first two quarters of fiscal 2004, Del Global
had pro forma Operating Income of approximately $168,000, versus a
pro forma operating loss in the prior year of $1.3 million.

Selling, general and administrative expense ("SG&A") declined as a
percentage of net sales to 18.7% in the second quarter, from 21.3%
in the same period one year ago, and also decreased from 19.8% in
the first quarter of fiscal 2004. The decline in SG&A as a percent
of sales is due to the higher sales volume in the second quarter.
The decline in SG&A expenses in the first half of fiscal 2004 is a
result of reduced corporate legal and accounting costs, reductions
in headcount and the consolidation of the Hicksville facility.

The net loss for the second quarter of fiscal 2004 was $12.4
million, or $1.20 per diluted share, versus a net loss of $6.3
million, or $.60 per diluted share, in the same period one year
ago. The net loss for the fiscal 2004 second quarter included:

-- the $3.2 million, or $0.31 per diluted share, charge related to
   the agreement in principle with the US Government regarding the
   settlement of the DoD matter, versus no such charge in the same
   period last year;

-- the $1.5 million, or $0.14 per diluted share, non-cash write
   off in goodwill and intangible assets associated with the Power
   Conversion Group's High Voltage business, versus no such charge
   in the year earlier period; and

-- a $7.4 million, or $0.71 per diluted share, income tax
   provision versus an income tax provision of $4.8 million, or
   $0.46 per diluted share, in the same period last year.

Thomas V. Gilboy, Chief Financial Officer, commented on the income
tax provision for the second quarter of fiscal 2004, "As part of
our standard review process, we re-evaluated the carrying value of
certain U.S. deferred tax assets, which represent the economic
value of the expected future realization of Net Operating Losses
for tax purposes. As a result, we increased the valuation
allowance by $7.2 million to $15.1 million, which reduces the
carrying value of our domestic deferred tax assets to
approximately $732,000, which management believes to be
recoverable. The Company is currently not paying any significant
cash taxes in the US, and does not expect to for some time."

                            BACKLOG

Consolidated backlog at January 31, 2004 was $22 million versus
backlog at August 2, 2003 of approximately $26.3 million. The
backlog in the Power Conversion Group decreased $4.8 million from
levels at the beginning of the 2004 fiscal year, partially offset
by a $0.4 million increase in the backlog at Del's Medical Systems
Segment.

                      FINANCIAL CONDITION

Del Global's balance sheet at January 31, 2004 reflected working
capital of $9.1 million, shareholders' equity of $10.6 million and
a stated book value of $1.03 per share.

               RECEIVES WAIVER FROM U.S. LENDER

As of January 31, 2004, the Company was not in compliance with
certain financial covenants in its current U.S. credit facility.
In March 2004, the Company received a waiver of these covenant
defaults from its U.S. lender and signed a Fourth Amendment to the
U.S. credit facility. This Fourth Amendment (i) includes revisions
to the financial covenants, (ii) provides for a $100,000 waiver
fee payable immediately and a $500,000 fee earned immediately but
payable on the earlier to occur of (a) the expiration date of its
U.S. credit facility and/or (b) the date of repayment of all
amounts outstanding under, and the termination of, the facility,
(iii) includes the elimination of the early termination fee, (iv)
contains the consent of the lender for the Company to obtain
funding from a junior lender to fund the proposed settlement
regarding the DoD matter, (v) replaces the existing prime rate and
LIBOR pricing with pricing based on 30 day Commercial Paper plus
3.5% and (vi) requires the Company to have entered into a written
settlement agreement regarding the DoD matter and to have paid the
US Government an amount not to exceed $5 million with respect to
such settlement by September 30, 2004. In addition, the
termination date of the credit facility has been changed from June
2005 to December 31, 2004.

While Del Global expects to be able to meet these revised
covenants, there can be no assurance that the Company will be able
to continue to meet them.

The Company will record additional interest expense of $600,000 in
the third quarter of fiscal 2004 to reflect the additional
financing charges associated with this Waiver and Fourth
Amendment.

                    RETAINS IMPERIAL CAPITAL

The Board of Directors of Del Global has retained Imperial
Capital, LLC, an investment bank, to assist the Company in
exploring all strategic alternatives to raise the additional
capital necessary to fund the proposed DoD settlement and to
maximize returns to shareholders. In particular, such alternatives
include potential financings and asset sales.

Del Global Technologies Corp. is primarily engaged in the design,
manufacture and marketing of cost-effective medical imaging and
diagnostic systems consisting of stationary and portable x-ray
systems, radiographic/fluoroscopic systems, dental imaging systems
and proprietary high-voltage power conversion subsystems for
medical and other critical industrial applications. Industrial
applications for which Del Global supplies power subsystems
include airport explosives detection, analytical instrumentation,
semiconductor capital equipment and energy exploration.


DOMAN: Will Restart Port Alice Mill Operations for 37 Days
----------------------------------------------------------
Doman Industries Limited intends to recommence operations
at the Port Alice Mill on April 5, 2004 for a minimum period of 37
days. The decision to recommence operations at Port Alice is based
on the strengthening of the dissolving pulp markets and the desire
to support the employees and local communities of Port Alice.

The Company is optimistic that if the Government of British
Columbia honors its fiber supply commitment to the Company, then
the Company will be able to implement the cost reduction agreement
in principle between Western Pulp Limited Partnership and
Communication, Energy and Paperworkers Union of Canada Local 514
previously announced on November 21, 2003. The foregoing
improvements, in the Company's view, would allow the Company to
operate the Port Alice pulp mill on a more stable and sustainable
basis.

Notwithstanding the foregoing, and as announced on February 27,
2004, the long-term future of the Port Alice Mill remains
uncertain as a result of the decision by a significant percentage
of the holders of Doman's unsecured notes that Port Alice must be
permanently shutdown or sold to a third party as part of any
restructuring plan that would be supported by such noteholders.
The Company is continuing its efforts to identify a strategic
buyer or investor for the Mill to avoid a permanent shutdown.

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing dissolving sulphite pulp and NBSK
pulp. All the Company's operations, employees and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.

Western is wholly owned by Doman Industries Limited. The Port
Alice Cellulose Operations, is a unique pulp mill producing
specialty-dissolving pulp for global markets. Its product is a
highly purified form of cellulose used in the manufacture of rayon
for yarns and fabrics, cellulose ethers for binders and cosmetics,
nitrocelluose for paint lacquers and munitions and cellulose
acetate for filaments and cigarette filters.

                        *   *   *

As recently reported in the Troubled Company Reporter, Doman
announced that the Court extended its stay of proceedings under
the Companies' Creditors Arrangement Act to April 5, 2004. The
extension will permit the Company to continue its efforts to
finalize a restructuring plan based upon a term sheet submitted to
the Court by certain unsecured noteholders and to allow time for
the International Forest Products Limited proposal to be further
developed.


EAGLE FOOD: Plan Confirmation Hearing Set for March 25, 2004
------------------------------------------------------------
On January 29, 2004, the U.S. Bankruptcy Court for the Northern
District of Illinois approved the Disclosure Statement of Eagle
Food Centers, Inc., and its debtor-subsidiaries.

The Honorable Pamela S. Hollis found that the Disclosure Statement
contained the right kind and amount of information, giving
creditors sufficient information to vote in favor of or in
opposition to the Debtors' First Amended Joint Liquidation Plan.

Judge Hollis will consider the merits of the Debtors' Plan and
whether it should be confirmed on March 25, 2004, at 11:00 a.m.
(CDT).  

Eagle Food Centers Inc., a leading regional supermarket chain
headquartered in Milan, Illinois, filed for chapter 11 protection
on April 7, 2003 (Bankr. N.D. Ill. Case No. 03-15299).  George N.
Panagakis Esq., at Skadden Arps Slate Meagher & Flom represents
the Debtors in their restructuring efforts. As of Nov. 2, 2002,
the Debtors listed $180,208,000 in assets and $177,440,000 in
debts.


EARTH PRODUCTS: Retains Chishol Bierwolf Following Firm's Merger
----------------------------------------------------------------
On February 12, 2004, Earth Products & Technologies Inc.'s
independent auditors, Chisholm & Associates, Certified Public
Accountants, informed the Company that on February 9, 2004, that
firm had merged its operations into Chisholm, Bierwolf & Nilson,
LLC.  Chisholm & Associates had audited Earth Products financial
statements for the past two fiscal years ended December 31, 2002
and 2001 and its reports for each of the two fiscal years were
modified as to the uncertainty of Earth Products & Technologies,
Inc.'s ability to continue as a going concern.  Earth Products
Board of Directors approved the change in auditors.

Earth Products is a development stage company with no assets and
recurring losses from inception.


E.DIGITAL CORPORATION: Ability to Continue Operations is in Doubt
-----------------------------------------------------------------
e.Digital Corporation, is incorporated under the laws of Delaware.
The Company offers to Original Equipment Manufacturers and
Original Design Manufacturers engineering services, as well as
complete reference designs and technology platforms with a focus
on digital video, music/voice, voice/video and player/recorders.  

The Company has incurred significant losses and negative cash flow
from operations in each of the last three years and has an
accumulated deficit of $67,616,724 at December 31, 2003. At
December 31, 2003 the Company had a working capital deficiency of
$898,961. Substantial portions of the losses are attributable to
marketing costs of the Company's new technologies and products and
substantial expenditures on research and development of
technologies. The Company's operating plans may require additional
funds that may take the form of debt or equity financings. There
can be no assurance that any additional funds will be available.
The Company's ability to continue as a going concern is in
substantial doubt and is dependent upon achieving a profitable
level of operations and obtaining additional financing.   

Management of the Company has undertaken steps as part of a plan
to improve operations with the goal of sustaining Company
operations for the next twelve months and beyond. These steps
include (a) delivering digital products produced under contracts
for OEMs; (b) expanding sales and marketing to additional OEM/ODM
customers and markets; (c) controlling overhead and expenses; and
(d) raising additional capital and/or financing. There can be no
assurance the Company can successfully accomplish these steps and
it is uncertain if the Company will ever achieve a profitable
level of operations in the future without additional financing.  

There can be no assurance that any additional financings, if
required, will be available to the Company on satisfactory terms
and conditions, if at all. In the event the Company fails to
achieve profitable operations and is unable to continue as a going
concern, it may elect or be required to seek protection from its
creditors by filing a voluntary petition in bankruptcy or may be
subject to an involuntary petition in bankruptcy. To date,
management has not  considered this alternative, nor does
management view it as a likely occurrence.   


EOS INT'L: Working Capital Concerns Spur Going Concern Uncertainty
------------------------------------------------------------------
Due to lack of working capital at Eos International Inc. and
possible non-compliance with bank covenants, there is uncertainty
as to whether Eos can continue as a going concern. The report of
its auditors on its consolidated financial statements as of
September 30, 2003 contains a separate paragraph stating that
substantial doubt exists about the Company's ability to continue
as a "going concern".  Uncertainty existed as to whether Eos would
have sufficient working capital, whether Discovery Toys would be
successful in receiving a waiver on default of its bank covenants
at September 30, 2003 and renegotiating covenants for the
remainder of 2003 and 2004, and whether the Company's other
operating subsidiaries will be able to continue to comply with
certain borrowing covenants during the fiscal year ending
September 30, 2004. On December 17, 2003, Discovery Toys received
the waiver, and renegotiated its covenants for the fiscal year
ending September 30, 2004. Should Eos be unable to secure
additional financing or be in default of its debt agreements
because of covenant violations, a lender could call its line of
credit. These conditions raise substantial doubt about the
Company's ability to continue as a "going concern".

At December 31, 2003, Eos, on a stand alone basis, had negative
working capital of $524,000, including $262,000 of restricted cash
and approximately $74,000 of unrestricted cash, offset by accounts
payable of $345,000 and other accrued liabilities of $738,000,
consisting of related party balances of $367,000 for management
fees, and estimated costs of $155,000 for the offer and sale of
its common stock incurred in the quarter ended December 31, 2003.

Eos is registering an aggregate of 85,381,594 shares of its common
stock offered for resale by the selling shareholders named in the
prospectus which is part of the Form S-1 filed with the SEC on
January 15, 2004. Except for cash received from the sale of its
securities, Eos has no separate source of cash other than payments
received from its operating subsidiaries, and its operating
subsidiaries' lenders limit the amount of parent company
expenditures that may be funded by Discovery Toys, Regal, and IFS.
Eos does not have any line of credit. On December 17, 2003,
Discovery Toys entered into an amendment to its line of credit
agreement with PNC Bank, National Association which prohibits
Discovery Toys from making any payments to Eos for corporate
overhead expenses during calendar year 2004. On December 18, 2003,
IFS entered into an amendment to its line of credit agreement with
PNC Bank to allow IFS to fund $500,000 of Eos' overhead expenses.

The amendment also authorizes IFS to pay (i) management or other
fees to Eos or any affiliate, provided that the fees do not exceed
an aggregate of $300,000 (exclusive of the $500,000 overhead
payment to Eos) in any consecutive 12 month period and that no
Default (as defined) or Event of Default (as defined) occurs or
has occurred and (ii) the management or other fees to Eos on or
prior to January 31, 2004, so long as no Default or Event of
Default occurs or has occurred, and is continuing or would occur
as a result of such payment. IFS paid cost-sharing fees of
$500,000 to Eos on January 16, 2004. Eos' management believes that
Eos has sufficient cash to fund its operations through March 31,
2004. The Company proposed to McGuggan LLC and I.F.S. Management
LLC, related parties that provide consulting services to Eos,
Discovery Toys, and IFS, that Eos defer payment on amounts owed to
them under consulting agreements and utilize the funds for Eos
corporate expenses. If its negotiation is successful, Eos expects
that IFS will transfer approximately $250,000 to Eos in April 2004
and that Eos will have sufficient funds to fund its operations
through May 2004. Eos will need to identify additional sources of
cash to fund operations beyond May 2004.   

Discovery Toys, Regal, and IFS are highly seasonal operating
subsidiaries and have revolving lines of credit established with
lenders to provide seasonal financing for their operations.
Historically, Discovery Toys and Regal have recognized
approximately 40-50% of their annual sales revenues in the fourth
calendar quarter and IFS has recognized up to 60% of its annual
sales revenue in the fourth calendar quarter. Borrowings on Eos'
operating subsidiaries' lines of credit decreased from $15.0
million at September 30, 2003 to $4.2 million at December 31,
2003. These lines of credit require that each of Discovery Toys,
Regal, and IFS maintain certain financial ratios and performance
measures to remain in compliance with their borrowing covenants.

There can be no assurance that these operating subsidiaries will
remain in compliance with their borrowing covenants or that their
lenders will negotiate modified covenants to avoid default. In the
future, should Eos be in default, its lenders could call the loans
due and payable.   Eos expects Regal to be out of compliance with
certain of these financial covenant ratios from time to time
during fiscal 2004. Eos is currently negotiating with the Bank of
Nova Scotia for modification of these covenants for Regal to
remain in compliance with its loan agreements. There are no
assurances that the bank will agree to these modifications.   

Eos continues to explore how to restructure its lines of credit,
long-term debt and Series D Preferred Stock. Its objectives are to
eliminate restrictions that limit payments of cash for corporate
overhead expenses from its operating subsidiaries to Eos, to
provide additional working capital to Eos, to reduce its total
short-term borrowing requirements by allowing intercompany cash
transfers, to extend the maturities of its long-term debt and to
replace its Series D Preferred Stock. The Company cannot give any
assurances that it will accomplish any of these restructuring
plans.


ENRON CORP: Wants Court to Expunge & Disallow 8 Duplicate Claims
----------------------------------------------------------------
Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
informs the Court that eight Claims are determined to be exact
duplicates of other claims filed in the Enron Corporation Debtors'
cases:

   Claimant                               Claim No.      Amount
   --------                               ---------      ------
   Dennis R. Altman                         221400      $90,000
   Lester R. Croft, Jr.                    1468200      125,200
   Ken L. Harrison                         2357600   19,262,263
   Ronald W. Johnson                       2334600      199,518
   Ronald W. Johnson                       2419800      199,518
   Joshi Vyomark                           2287600            0
   Warren E. McCain                        2337600      339,245

Accordingly, the Debtors object to the Exact Duplicate Claims and
ask the Court to disallow and expunge them in their entirety.

Ms. Gray explains that if the Exact Duplicate Claims are not
formally expunged and disallowed, the persons or entities that
filed them could potentially receive a double recovery.  
Moreover, elimination of redundant claims will enable the Debtors
to maintain a claims registry that more accurately reflects the
claims that have been asserted against them.

The Debtors also identified 39 Claims aggregating $13,720,692
that have been amended or superseded by a subsequent proof of
claim filed by or on behalf of the same claimant.  Among the
Amended Claims are:

   Claimant                               Claim No.      Amount
   --------                               ---------      ------
   Alvin Alexanderson                      2210100   $1,621,000
   James M. Bannantine                       92600    2,568,092
   Don Kielblock                           1638800    1,046,793
   Peter O'Neill                            759900    1,594,483

"The Debtors should not be required to pay the same obligation
twice," Ms. Gray asserts.

Thus, the Debtors ask the Court to disallow and expunge the 39
Amended Claims in their entirety.

Also, the Debtors ask Judge Gonzalez to disallow and expunge 53
Claims, aggregating $8,954,281, that are duplicates of claims
already filed against another Debtor.

Among the largest of the Different Debtor Duplicate Claims are:

   Claimant                               Claim No.      Amount
   --------                               ---------      ------
   James M. Bannantine                     2372300   $1,926,579
                                           2372500    1,105,075
                                           2372700    1,105,075

   Richard P. Bergsieker                    867100      631,830
                                           2402700      631,830

   Joseph G. Kishkill                      2387800      687,511
                                           2390700      616,667

Moreover, the Debtors object to five Claims with documentation
that is similar to another proof of claim.  The Debtors want
these Same Document Duplicate Claims expunged:

   Claimant                               Claim No.      Amount
   --------                               ---------      ------
   Kenneth L. Graham                       1569300     $359,678

   Joseph G. Kishkill                       597200      190,196
                                           2387900      616,667
                                           2388000      616,667

   Deborah Lucadou                         2275500        9,000
                                                     ----------
          TOTAL                                      $1,792,208

(Enron Bankruptcy News, Issue No. 101; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ENRON: Gets Court Go-Signal to Sell Hanover Partnership Interest
----------------------------------------------------------------
Enron North America Corporation, as Seller, and Enron Corporation
sought and got Court approval for:

   (a) the sale and assignment of ENA's partnership interests in
       Hanover Measurement Services Company LP, free and clear of
       any liens, claims, interests and restrictions; and

   (b) the Partnership Interest Purchase Agreement between ENA and
       EMS Pipeline Services LLC.

The sale is subject to higher and better offers and any additional
marketing efforts required by either the Court or the Official
Committee of Unsecured Creditors.

ENA owns a 44.422% Class A limited partnership interest and a
1.0% Class B limited partnership interest in Hanover, subject to
the obligations of the Limited Partnership Agreement of the
Partnership dated August 31, 1999, as amended, by and between
Houston Pipe Line Company and Hanover.  ENA is a party to this
Partnership Agreement.

EMS offered the highest and best bid for the Partnership
Interests.  

The salient terms of the Purchase Agreement are:

A. Purchase Price

   EMS will pay at Closing $4,400,000, decreased to the extent
   the amount of ENA's Proportional Share of the Long-Term
   Indebtedness at the Closing Date exceeds $272,400, and
   increased to the extent ENA's Proportional Share of Long-Term
   Indebtedness as of the Closing Date is less than $272,400.  
   The Purchase Price will be adjusted for working capital
   pursuant to the Purchase Price Adjustment mechanism.

B. Deposit

   EMS agree to deliver to ENA irrevocable letters of credit in
   the aggregate face amount of $440,000 and having an
   expiration date not sooner than March 1, 2004.  The parties
   also agreed on the terms by which ENA may make drawdowns for
   the entire Deposit available to it under the Deposit Letters
   of Credit and return the undrawn Deposit Letters of Credit
   to EMS.

C. Letters of Credit

   EMS agree to deliver to ENA irrevocable letters of credit in
   the aggregate face amount of Purchase Price minus the Deposit
   and having an expiration date not sooner than March 1, 2004
   -- the Security Letters of Credit.  The Purchase Agreement
   provides the terms by which ENA may make drawdowns for the
   entire amount available to it under the Security Letters of
   Credit and by which it will return the undrawn Security
   Letters of Credit to EMS.

D. Escrowed Amount

   At Closing, concurrently with ENA's return of the undrawn
   Letters of Credit, each marked "cancelled" to EMS, EMS will
   deposit $200,000 with the Escrow Agent.

E. Payment of Purchase Price

   Upon satisfaction of the closing conditions, the parties
   agree to execute and deliver the Closing Notice two days
   prior to the Closing Date to the selected bank regarding the
   cancellation of the undrawn Letters of Credit and delivery of
   the Purchase Price reduced by the Escrow Amount.  At Closing,
   EMS will transfer the Purchase Price reduced by the Escrowed
   Amount, by wire transfer into an ENA-designated account.  In
   the alternative, ENA may drawdown on the Letters of Credit
   for Closing to occur.

F. Purchase Price Adjustment

   Subject to the dispute procedures, the Purchase Price will be
   increased to the extent the Proportional Net Working Capital
   of the Partnership as of December 31, 2003 exceeds the
   Proportional Net Working Capital of the Partnership as of
   February 28, 2003, and decreased to the extent the
   Proportional Net Working Capital as of the effective date is
   less than that as of February 28, 2003.  The increase or
   decrease should not be more than the Escrowed Amount.  The
   Purchase Price, as decreased or increased will be the "Final
   Price."

G. Adjustments to the Closing Balance Sheet

   The Closing Balance Sheet will be prepared as of December 31,
   2003 -- the Effective Date -- in accordance with GAAP.  The
   Proportional Net Working Capital as of the Effective Date
   will be determined in a manner consistent with the
   Calculation of Proportional Net Working Capital as of
   February 28, 2003 and:

   (a) there will be no adjustments for extraordinary charges
       after February 28, 2003;

   (b) any increase in assets as a result of unrealized gains,
       translation adjustments, reversals of accruals for
       contingent liabilities or changes of accounting will not
       be considered;

   (c) any amounts paid or payable by the Partnership to
       purchase outstanding employee partnership interests will
       not be considered; and

   (e) ENA will receive credit on the Closing Balance Sheet for
       an amount equal to its Proportional Share of the Net LUAF
       Bonus.

H. Termination of Agreement

   The Purchase Agreement may be terminated prior to the Closing
   Date by:

   (a) the mutual written consent of the Parties;

   (b) either party if the Closing has not occurred on or
       before February 1, 2004, provided that the terminating
       party is not in default of its obligations.  If the Court
       failed to enter an order by February 1, 2004, neither
       party may terminate the Purchase Agreement prior to
       March 1, 2004;

   (c) either party if there will be any applicable law that
       makes consummation of the contemplated transactions
       illegal or otherwise prohibited or if any Order is
       entered by a Governmental Authority permanently
       restraining, prohibiting or enjoining either party from
       consummating the transactions; or

   (d) ENA after the Court approves a superior transaction or
       EMS upon the financial closing of the superior
       transaction;

I. Break-up Fee

   In the event the Purchase Agreement is terminated by either
   party with the closing of an Alternative Transaction, ENA
   agrees to pay to EMS an amount equal to 3% of the Purchase
   Price on the date of financial closing of the Alternative
   Transaction; provided, however, that any Break-up Fee will
   not be due and payable if:

   (a) a Purchaser Material Adverse Effect occurred; or

   (b) if EMS failed to provide and maintain one or more letters
       of credit in the aggregate amount of the Purchase Price.
       (Enron Bankruptcy News, Issue No. 101; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


EQUIFIRST MORTGAGE: Fitch Rates Ser. 2004-1 Class B-1 Notes at BB+
------------------------------------------------------------------
Equifirst Mortgage Loan Trust Series 2004-1 $279.5 million home
equity loan asset-backed certificates, classes I-A1, II-A1, II-A2
and III-A3 are rated 'AAA' by Fitch Ratings.  The $23.7 million
class M-1 certificates are rated 'AA', the $10.7 million class M-2
certificates are rated 'A+', the $9.3 million class M-3
certificates are rated 'A', the $6.1 million class M-4
certificates are rated 'A-', the $5.2 million class M-5
certificates are rated 'BBB+', the $5.2 million class M-6
certificates are rated 'BBB', the $5.5 million class M-7
certificates are rated 'BBB-', and the $3.6 million class B-1
certificates are rated 'BB+'.

The 'AAA' rating on the senior certificates reflects the 21.65%
total credit enhancement provided by the 6.65% class M-1, the
3.00% class M-2, the 2.60% class M-3, the 1.70% class M-4, the
1.45% class M-5, 1.45% class M-6, 1.55% class M-7, 1.00% class B-
1, and the 2.25% initial and targeted overcollateralization (OC).
All certificates have the benefit of monthly excess cash flow to
absorb losses. In addition, the ratings reflect the quality of the
loans, the integrity of the transaction's legal structure as well
as the capabilities of HomEq Servicing Corp, as servicer and
Deutsche Bank National Trust Company as the Trust Administrator.

The Group 1 mortgage loans consist of 1,445 conforming, fixed rate
(31.03%) and adjustable rate (68.97%), first lien loans with an
aggregate balance of $179,012,118 as of the cut-off date. As of
origination, approximately 81.13% of the mortgage loans had loan-
to-value ratios in excess of 80.00%. The weighted average combined
loan-to-value ratio (CLTV) for the mortgage loans is approximately
91.24% and the weighted average remaining term to maturity is
approximately 350 months. The weighted average coupon (WAC) is
7.339% and the average balance is $124,274. The three states that
represent the largest portion of the mortgage loans are
Pennsylvania (8.31%), Michigan (6.70%) and Ohio (6.34%).

The Group 2 mortgage loans consist of 1,333 conforming, fixed rate
(30.25%) and adjustable rate (69.75%), first lien loans with an
aggregate balance of $178,992,834 as of the cut-off date. As of
origination, approximately 77.79% of the mortgage loans had loan-
to-value ratios in excess of 80.00%. The weighted average CLTV for
the mortgage loans is approximately 90.64% and the weighted
average remaining term to maturity is approximately 352 months.
The WAC is 7.206% and the average balance is $134,278. The three
states that represent the largest portion of the mortgage loans
are Pennsylvania (7.93%), Texas (7.41%) and Michigan (6.52%).


EVEREST CONSTRUCTION: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Everest Construction, Inc.
        62 Milk Street, Suite 200
        Westborough, Massachusetts 01581

Bankruptcy Case No.: 04-41251

Type of Business: Contractor

Chapter 11 Petition Date: March 8, 2004

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: Frank D. Kirby, Esq.
                  Law Office of Frank D. Kirby
                  314 West 2nd Street
                  South Boston, MA 02127
                  Tel: 617-269-0011

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

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


EXIDE TECH: Court Sets Confirmation Hearing Date for April 16
-------------------------------------------------------------
Exide Technologies (OTCBB: EXDTQ), a global leader in stored
electrical energy solutions, announced that the U.S. Bankruptcy
Court for the District of Delaware has approved the Company's
Disclosure Statement and has scheduled a confirmation hearing on
the Joint Plan of Reorganization filed by Exide with the Official
Committee of Unsecured Creditors for April 16, 2004.

The Company said that it would immediately begin to solicit
support for the Plan from creditors eligible to vote. Creditors
have until April 9, 2004 to return their ballot to the Balloting
Agent, BMC.

A free copy of Exide's Amended Joint Plan is available at:

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

A free copy of Exide's Amended Joint Disclosure Statement is  
available at:

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

Additionally, Exide has established a toll-free number to answer
questions regarding the Company's Plan of Reorganization. The
toll-free number is 1-800-821-EXIDE (3943) or 212-515-1962.
Creditors seeking additional information about the balloting
process may contact BMC at (888) 909-0100.

                   About Exide Technologies

Exide Technologies, with operations in 89 countries and fiscal
2003 net sales of approximately $2.35 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The Company's three global business groups - transportation,
motive power and network power - provide a comprehensive range of
stored electrical energy products and services for industrial and
transportation applications.

Transportation markets include original-equipment and aftermarket
automotive, heavy-duty truck, agricultural and marine
applications, and new technologies for hybrid vehicles and 42-volt
automotive applications. Industrial markets include network power
applications such as telecommunications systems, fuel-cell load
leveling, electric utilities, railroads, photovoltaic (solar-power
related) and uninterruptible power supply (UPS), and motive-power
applications including lift trucks, mining and other commercial
vehicles.

Further information about Exide and its financial results are
available at http://www.exide.com/


FEDERAL FORGE INC: Case Summary & 21 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Federal Forge, Inc.
        2807 South M.L. King Jr. Boulevard
        Lansing, Michigan 48910

Bankruptcy Case No.: 04-01738

Type of Business: The Debtor is a supplier specializing
                  in nonsymetrical forgings. See
                  http://www.durgam.com/

Chapter 11 Petition Date: February 19, 2004

Court: Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtor's Counsel: Lawrence A. Lichtman, Esq.
                  Carson Fischer, PLC
                  Third Floor, 300 East Maple Road
                  Birmingham, MI 48009-6317
                  Tel: 248-644-4840

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 21 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Republic Engineered Products  Trade Debt              $2,139,096
3770 Embassy Parkway
Akron, OH 44333-8367

State of Michigan             SBT Taxes                 $641,748
Dept. of the Treasury
3060 E. Grand Blvd Ste 2-200

S & Die Company               Trade Debt                $257,575
830 River Street
Lansing, MI 48912

Lansing City Treasurer -P/T   Taxes                     $237,340

Board of Water & Light        Utility                   $125,298

Barnard Manufacturing Co Inc  Trade Debt                $111,959

Non-Destructive Testing Group Trade Debt                 $96,518

Wohlert Corporation           Trade Debt                 $89,773

Ajax Technologies             Trade Debt                 $77,023

Jet Gage & Tool               Trade Debt                 $75,754

AIG Insurance                 Insurance                  $75,645

Bell Industries               Trade Debt                 $73,844

R M Electric                  Trade Debt                 $70,280

Phoenix Induction Corp.       Trade Debt                 $49,805

Tech Induction                Trade Debt                 $48,454

M & I Trust                   Employee Benefits          $47,840

MetoKote Corp.                Trade Debt                 $38,058

Transportation Services       Trade Debt                 $35,254

Charlevoix Energy Trading     Trade Debt                 $33,327

Plante & Moran                Professional Services      $31,648

Reid Machinery Inc.           Trade Debt                 $26,352


FEDERAL-MOGUL: Amended Plan Provides Details about Asbestos Trust
-----------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates' Amended Plan
includes provisions with respect the Asbestos Personal Injury
Trust.  Under the Plan, the rights of the holders of Asbestos
Personal Injury Claims including those with claims against the
Reorganized Hercules-Protected Entities, are assigned to the
Trust, including any direct action rights that the holders
might otherwise have under applicable law.  In consideration for
the assignment, the Trust will confer on the holder a Trust
Claim, which will entitle the holder to payment from the Trust in
accordance with the Trust Distribution Procedures and the other
Trust Documents.  As a corollary, the Trust will assume all
obligations with respect to Asbestos Personal Injury Claims in
excess of:

   (a) the GBP690,000,000 self-insured retention -- i.e. the
       deductible -- and the GBP500,000,000 layer of coverage
       provided by 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.

                The Trust Distribution Procedures

The Trustees will implement and administer the Trust pursuant to
the Trust Distribution Procedures.  The Trust Distribution
Procedures sets forth procedures for processing and paying claims
generally in an impartial first-in-first-out basis, with the
intention of enabling each claimant against the Trust to receive
a payment from the Trust of the Debtors' several shares of the
unpaid portion of the liquidated value of Asbestos Personal
Injury Claims that is at a level proportionate to other
claimants, and calculated by reference to the level of
settlements, verdicts or judgments which claimants have received
in their tort systems.

The Trust Distribution Procedures establishes a schedule of eight
different asbestos-related Disease Levels, each of which have
presumptive medical and exposure requirements, and seven of which
have specific liquidated values, anticipated average values, and
caps on their liquidated values.  These have all been selected
and derived with the intention of achieving a fair allocation of
the Trust funds as among claimants suffering from different
disease processes in light of the best available information
considering the settlement history of the Debtors and the rights
claimants would have in the tort system absent the bankruptcy.

                       The PI Trust Funds

The Trust Distribution Procedures provides for four separate
Trust Funds to compensate the holders of the Asbestos Personal
Injury Claims:

   (1) T&N Worldwide Fund
   (2) FMP Fund
   (3) Fel-Pro Fund
   (4) Vellumoid Fund

T&N Worldwide Fund will be liable for five separate streams of
asbestos-related personal injury liabilities, based on exposure:

   -- within the U.S. or Canada to asbestos and asbestos-
      containing products, marketed, distributed, sold, or
      utilized by T&N;

   -- within the U.K. to asbestos and asbestos-containing
      products, marketed, distributed, sold, or utilized by T&N;

   -- throughout the rest of the world to asbestos and asbestos-
      containing products, marketed, distributed, sold, or
      utilized by T&N;

   -- within or outside the U.S. to asbestos-containing products,
      marketed, distributed, sold, or utilized by Gasket
      Holdings, Inc.; and

   -- within or outside the U.S. to asbestos-containing products,
      marketed, distributed, sold, or utilized by Ferodo America,
      Inc.

The other three PI Trust Funds will be based on exposure within
or outside the United States to asbestos-containing products
produced, marketed, distributed, sold or utilized by FMP, Fel-
Pro, and Vellumoid.

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 COMPANIES: Retaining Darrel Skinner as Market Surveyor
--------------------------------------------------------------
The Fleming Debtors propose to employ Darrel Skinner from Dakota
Worldwide Corporation as an expert in connection with their
disputes with Price Chopper.

Kathleen Marshall DePhillips, Esq., at Pachulski Stang Ziehl
Young Jones & Weintraub PC in Wilmington, Delaware, tells Judge
Walrath that the Debtors and Price Chopper have agreed to modify
the stay in order to submit their dispute to arbitration.  One of
the issues in the Price Chopper dispute is the accuracy of a
market survey conducted by Fleming.  In this regard, the Debtors
intend to use Mr. Skinner's expertise as a market surveyor.  Mr.
Skinner will:

       (1) review and render opinions regarding the Survey
           Report;

       (2) render any requested advice or expert opinion that
           may be required to assist in addressing issues
           arising from the contested Price Chopper matter; and

       (3) appear if necessary as a witness at the arbitration
           or in court in connection with the contested matter.

Compensation will be payable to DWC on behalf of Mr. Skinner's
services on an hourly basis.  Mr. Skinner's hourly rate is $625,
subject to periodic adjustments to reflect economic and other
conditions.

Elliott Olson, an officer of DWC, assures the Court that Mr.
Skinner and DWC are disinterested within the meaning of the
Bankruptcy Code, neither holding nor representing any interest
adverse to the Debtors or their estates in the matters for which
employment is sought.  Mr. Olson relates that DWC has not
received any retainer.

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)


FLOWSERVE: Financial Restatements Delay Form 10-K Filing
--------------------------------------------------------
Flowserve Corp. (NYSE:FLS) filed a Form 12b-25 with the Securities
and Exchange Commission notifying the Commission that the Company
is unable to file its Form 10-K for 2003 by March 15, 2004. On
Feb. 3, 2004, the Company announced its intention to restate its
financial results for the nine months ended Sept. 30, 2003 and
full years 2002, 2001 and 2000. The restatement predominantly
corrects inventory and related balances and cost of sales. The
Company is working diligently to complete the restatement as
expeditiously as possible, and the Audit/Finance Committee of the
Board of Directors is conducting a review of the matter. Until
these matters are resolved, the Company is not able to finalize
the financial statements and related information for inclusion in
the Company's 2003 Form 10-K.

While the analysis of the restatement and the 2003 audit are
ongoing, the Company presently believes that the impact of the
restatement and other post closing adjustments related to 2003
will not affect its net income by more than 5% from the Feb. 3,
2004 preliminary estimated net income for the full-year 2003 of
$1.20 per share before special items and 93 cents a share after
special items. For the nine months ended Sept. 30, 2003 and for
the full years 2002, 2001 and 2000, the Company currently expects
that the preliminary estimated aggregate pre-tax charge of $11
million for all such periods announced on Feb. 3, 2004 will
increase. The Company believes that none of the estimated
restatement adjustments will adversely affect the Company's
operations going forward.

The Company now believes that the effects of the estimated
restatement adjustments may have caused the Company to have not
complied by a minimal amount with a financial covenant at Sept.
30, 2001 in its then applicable Credit Agreement, which is no
longer in effect. The Company also believes that it would have
undertaken readily available actions to maintain compliance had
this situation then been known. The Company is currently in
compliance with the financial covenants in its current Credit
Agreement and believes that no further action regarding this
matter is necessary.

Flowserve Corp. (S&P, BB- Corporate Credit Rating, Stable) is one
of the world's leading providers of industrial flow management
services. Operating in 56 countries, the company produces
engineered and industrial pumps for the process industries,
precision mechanical seals, automated and manual quarter-turn
valves, control valves and valve actuators, and provides a range
of related flow management services.


FOSTER WHEELER: December 2003 Deficit Stands at $872 Million
------------------------------------------------------------
Foster Wheeler Ltd. (OTCBB: FWLRF) reported a net loss for the
fourth quarter 2003 of $81 million, or $1.98 per diluted share,
which included a non-cash asbestos charge of $68.1 million,
detailed below, and charges of $16.1 million for professional
services and severance benefits driven by the company's
restructuring process. This compares with a net loss of $112.1
million, or $2.73 per diluted share, for the same quarter last
year. Revenues for the fourth quarter of 2003 totaled $1,158.4
million compared with $995.4 million in the fourth quarter of last
year.

For the year ended December 26, 2003, revenues were $3.8 billion,
up 6% from last year. Excluding the impact of the sale of the
assets of the environmental business in the first quarter of 2003,
revenues were up 13%. The net loss for the year was $157.1
million, which included net pre-tax charges of $151.7 million,
compared with a net loss of $525.2 million for the year 2002,
which included net pre-tax charges of $545.9 million.

"During 2003, we saw tangible evidence that our operational
turnaround is yielding positive results," said Raymond J.
Milchovich, chairman, president and chief executive officer. "For
the first time in four years, and in some of the most challenging
market conditions in a decade, our North American power unit
returned to profitability. This turnaround was a key contributor
to the improvement in our domestic liquidity during the year. Our
European businesses continue to perform strongly and generate
significant cash flow. Each of our units met or exceeded the
operating plan we established for them in 2003 and we look forward
to building on this success in 2004."

"Our improved liquidity resulting from solid worldwide operating
performance, coupled with the anticipated financial benefits of
our proposed equity for debt exchange offer, enabled us to
discontinue previously announced plans to divest one of our
European operating units," continued Mr. Milchovich. "We are now
focused on finalizing our balance sheet restructuring initiative
with a goal of completing our exchange offer by the end of May.
This transaction will significantly reduce our debt and create a
stronger financial base which will better support our operating
companies in the marketplace."

"Foster Wheeler has a long history of delivering exceptional
quality and service to a sophisticated client base which includes
global leaders in the oil/gas, energy and pharmaceuticals sectors.
A top priority for 2004 will be to increase our backlog with
bookings of high quality business," concluded Mr. Milchovich.

Worldwide, total cash and short-term investments at year-end 2003
were $430.2 million, compared with $470.1 million at the end of
the third quarter of 2003, and $429.4 million at year-end 2002. Of
the $430.2 million in cash and short-term investments at year-end
2003, $366.7 million was held by non-U.S. subsidiaries. As of
December 26, 2003, the company's indebtedness was $1.0 billion,
down $61 million from the end of the third quarter of 2003 and
down $91 million from year-end 2002.

                Bookings and Segment Performance

New orders booked during the fourth quarter of 2003 were $457.7
million compared with $550.7 million in the fourth quarter of last
year, excluding environmental orders of $17.0 million. The
company's backlog was $2.3 billion, compared with $3.6 billion at
the end of the fourth quarter of 2002, excluding $1.8 billion
related to the environmental business.

Fourth-quarter new bookings for the Engineering and Construction
(E&C) Group were $114.7 million, down from $289.0 million during
the year-ago quarter, excluding the environmental orders. The
Group's backlog was $1.3 billion, compared with $2.2 billion at
quarter-end 2002, excluding the environmental backlog. Revenues
for the E&C Group in the fourth quarter of 2003 were $765.9
million, up 56% compared with $489.5 million in the fourth quarter
of 2002, excluding environmental revenues of $94.2 million. Both
the UK and Continental Europe recorded significant revenue
increases. The Group's earnings before income taxes, interest
expense, depreciation and amortization (EBITDA) were $16.9 million
this quarter, compared with a negative EBITDA of $30.1 million for
the same period last year.

New bookings in the fourth quarter for the Energy Group were
$340.6 million, compared with $264.8 million in fourth quarter
2002. Backlog at quarter-end was $946 million, compared with $1.4
billion at quarter-end 2002. Energy Group revenues for the quarter
were $397.4 million, down from $421.7 million in the same quarter
of 2002, as improvements in the European power business were more
than offset by the U.S. power operations decline. The Group's
EBITDA for the quarter was $50.6 million compared with a negative
EBITDA of $5.7 million last year. Operations in Europe continued
to improve on revenue growth while the U.S. business benefited
from cost reductions and better execution on existing projects.

               Non-Cash Charge Related to Asbestos

In the fourth quarter of 2003, the company recorded a non-cash
charge of $68.1 million related to potential asbestos liability.
The company received a somewhat larger number of claims in 2003
than had been expected, which resulted in an increase in the
projected liability related to asbestos. In addition, the size of
the company's insurance assets was reduced due to the insolvency
of a significant carrier in 2003. The company expects to reverse
$15 million of the $68.1 million non-cash charge in the first
quarter of 2004 upon additional settlements with insurance
carriers.

The company currently projects that, even with the charge and the
reduced size of the insurance assets, the company will not be
required to fund asbestos liabilities from its cash flow for at
least six years. The company plans to continue its strategy of
settling with insurance carriers by monetizing policies or
arranging coverage in place agreements. This strategy is designed
to reduce cash payments from the company to cover future asbestos
liabilities.

At December 26, 2003, Foster Wheeler Ltd.'s balance sheet shows a
total shareholders' deficit of $872,440,000 compared to
$780,939,000 the previous year.

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 our Web site at http://www.fwc.com/


G+G RETAIL: Completes Debt and Equity Restructuring
---------------------------------------------------
G+G Retail, Inc. announced the successful completion of
arrangements to restructure the Company's debt and equity.

As a result of the restructuring, all of the Company's outstanding
Senior Notes, which were exchanged together with the outstanding
Preferred Stock of the Company's parent, G&G Retail Holdings, have
been converted into newly issued common stock of the Company. In
addition, the Company's long term debt has been completely
eliminated and a new $50 million senior secured revolving credit
facility has been provided by the CIT Group/Business Credit Inc.
and Madeleine L.L.C. The restructuring will immediately strengthen
the Company's liquidity and cash position and provide the capital
necessary to expand the business.

The Galin family, which founded the G+G business, remains part of
the ownership group. Jay Galin continues as the Company's
Chairman. Scott Galin continues as the Company's President and has
been named Chief Executive Officer.

The Company is a leading national mall-based retailer of popular
price female junior and pre-teen apparel with approximately 585
stores, principally located in major enclosed regional shopping
malls throughout the United States, Puerto Rico, and the U.S.
Virgin Islands under the Rave, G+G, Rave Girl and Authentica
names.

As reported in the Troubled Company Reporter's February 4, 2004
edition, Standard & Poor's Ratings Services lowered its ratings on
G+G Retail Inc. to 'CC' from 'CCC'. The outlook is negative. As of
Nov. 1, 2003, G+G had about $111 million of funded debt
outstanding.

"The downgrade is based on G+G's announcement that the company has
reached an agreement in principle with bondholders to exchange the
company's 11% senior notes due 2006 and outstanding preferred
stock of G&G Holdings for new common stock of the company," said
credit analyst Ana Lai. "Because terms of the exchange call for
bondholders to receive patently less than par value, Standard &
4Poor's views the debt restructuring transaction to the detriment
of bondholders." Upon completion of the exchange, expected by the
end of March 2004, the ratings will be lowered to 'D', even though
no legal default will have occurred.

G+G's operating performance has been very weak, with a sharp
decline in same-store sales of 13.8% for the nine months ended
Nov. 1, 2003. A significant decline in average selling price,
increased markdowns to clear inventory, and a poorly received
merchandising mix contributed to the company's poor operating
performance. As a result, G+G suffered operating losses of about
$16.4 million for the nine months ended Nov. 1, 2003, compared
with operating income of $3.5 million a year ago.


HAWAIIAN AIRLINES: Inks Licensing Agreement with VRX Worldwide
--------------------------------------------------------------
VRX Worldwide Inc. (TSX - Venture: VRW) announced that its
subsidiary, VRX Studios Inc. ("VRX") has signed a one-year
worldwide licensing agreement with Hawaiian Airlines, Inc.

As part of the agreement, Hawaiian Airlines will utilize VRX's
interactive marketing tools, including VRX's industry leading 360
degrees virtual tours and interactive maps as a key component of
its online marketing initiative. VRX's stunning visual content
will add a new dimension to the viewing experience of Hawaiian
Airline's Web site, http://www.HawaiianAir.com/

This improved online experience will help Hawaiian Airlines market
their services directly to consumers helping to lower the
associated transaction costs. Through its licensing agreement with
VRX, Hawaiian Airlines now has access to hundreds of breath-taking
virtual tours of Hawaii's popular tourist attractions and
interactive maps of Hawaii's islands and major cities.

In order to meet the needs of Hawaiian Airlines, VRX is working
closely with Wcities, a location-specific information service
provider, to create an exciting, highly informative, and visually
compelling website for Hawaiian Airlines that attracts and retains
loyal air travelers. By combining VRX's visual content, and
WCities' destination information with Hawaiian Airlines' dynamic
booking engine, consumers will have the necessary tools to
confidently research, plan, and book their next Hawaiian vacation.

"Being intimately familiar with the many stunning natural wonders
and cultural attractions Hawaii has to offer, we were quick to
recognize the value of VRX's virtual tours," commented Gordon P.
Locke, Senior VP of Marketing and Sales, Hawaiian Airlines.
"Hawaiian Airlines has enjoyed strong traffic growth over the past
year and with our new online marketing tools, we are working to
maintain that trend. VRX's impressive content helps to create
purchase confidence and this confidence will make our growth
objectives that much easier to attain."

The Hawaiian Airlines website provides detailed flight schedules,
route maps, travel tips, frequent flier information, and other
information in order to help novice to expert travelers
successfully plan a business trip or their next family vacation.

"We are particularly proud of our Hawaiian coverage. Our Hawaiian
images capture the true beauty of Hawaii, its people, and its
culture. We believe this will help attract new visitors to the
Hawaiian Islands and strengthen Hawaiian Airlines customer base,"
stated David MacLaren, President and CEO of VRX. "We're delighted
to be working with Hawaiian Airlines and we are looking forward to
helping them grow their business."

                 About VRX Worldwide Inc.

VRX Worldwide Inc., through its wholly owned subsidiary VRX
Studios Inc., is a leading provider of online sales and marketing
tools to the global travel and hospitality industries. VRX's
unique, interactive, visual approach showcases destinations,
attractions, and accommodations to help companies boost consumer
confidence, build customer loyalty, and increase bookings. In
addition to developing custom sales and marketing tools and
providing content management services, VRX maintains the largest
archive of high quality, bandwidth-friendly, travel related, 360-
degree virtual tours and interactive maps in the world.

To find out more about VRX's products and services visit
http://www.vrxstudios.com/

For corporate information, please visit
http://www.vrxworldwide.com/

    About Hawaiian Airlines

Founded in Honolulu 74 years ago, Hawaiian Airlines is Hawaii's
largest and longest-serving airline, and the second largest
provider of passenger air service between Hawaii and the mainland
U.S. Hawaiian offers nonstop service to Hawaii from more mainland
U.S. gateways than any other airline. Hawaiian also provides
approximately 100 daily jet flights among the Hawaiian Islands, as
well as service to American Samoa and Tahiti.

The Company filed for chapter 11 protection on March 21, 2003
(Bankr. Hawaii Case No. 03-00817).  Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed debts and assets of more than $100
million each.

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

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


HIGH VOLTAGE: Files for Chapter 11 with Prenegotiated Plan
----------------------------------------------------------
High Voltage Engineering Corporation has signed a restructuring
agreement with the holders of more than a majority of its 10-3/4%
Senior Notes due 2004 regarding the terms of a restructuring of
HVE's outstanding indebtedness.

The restructuring will significantly reduce the Company's
indebtedness by restructuring its Senior Notes while allowing
business operations to continue.  In order to implement the
restructuring, HVE and all of its U.S. subsidiaries have filed
voluntary petitions for relief under chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Massachusetts.  

                     DIP Financing in Place

HVE has obtained a commitment for, subject to court approval, a
$25 million debtor in possession credit facility from certain
holders of its Senior Notes.  The Bankruptcy Court gave interim
approval to the postpetition credit facility and will convene a
final hearing on March 29.  The Bank of New York will be the Agent
for the facility.  The interim approval grants HVE the immediate
ability to use $21 million of the $25 million facility, which
remains subject to the final approval of the Bankruptcy Court. The
debtor in possession facility is designed to ensure that HVE has
sufficient liquidity to operate in the ordinary course during the
chapter 11 cases and to repay in full HVE's existing senior
secured facility provided by Ableco Finance LLC. The Bankruptcy
Court approval of the additional motions enables HVE to continue
its employee pay and benefit programs.

                        Plan Outline

The Company intends to implement the restructuring pursuant to a
chapter 11 plan of reorganization that it anticipates will be
filed in the near term. In accordance with the terms of the
restructuring agreement, the Company expects the plan to provide,
among other things, that:

     (1) the Company's 10_% Senior Notes will be converted into
         97% of the new common stock of reorganized HVE, subject
         to dilution,

     (2) trade claims will not be impaired, and

     (3) HVE's existing preferred and common stock will be
         extinguished and the holders of such stock will receive,
         in the aggregate, warrants to acquire up to 10% of the
         new common stock.

The company expects that the plan will have the support of all of
its constituencies.

Vendors, suppliers and other business partners will continue to be
paid under normal terms for goods and services provided during the
period while the company is operating in chapter 11.

As noted above, in order to finance its operations during the
restructuring process, HVE has obtained a commitment, subject to
court approval, for a debtor in possession facility from certain
holders of its Senior Notes. The Bank of New York will be the
Agent for the facility. This new credit facility is designed to
ensure that the Company has sufficient liquidity to operate in the
ordinary course and to repay in full the Company's existing senior
secured facility provided by Ableco Finance LLC. The proposed
aggregate debtor in possession financing from the bank group is
$25 million.

Russell Shade, Chief Executive Officer of HVE, said:

"We appreciate the continuing support of our customers,
bondholders and suppliers and the dedication of our employees. We
are confident that the recapitalization plan will, in the long
term, serve the interests of our employees, creditors and
customers by making the Company healthier overall. The proposed
transaction and related restructuring steps will strengthen our
financial performance and position the Company for success in the
future."

HVE owns and operates a group of technology-based manufacturing
businesses that focus on designing and manufacturing high quality,
applications-engineered products and services designed to address
customer needs. HVE's businesses include (1) ASIRobicon, which
includes ASIRobicon S.p.A. (Milan, Italy) and Robicon Corporation
(Pittsburgh, Pennsylvania); (2) Evans Analytical Group (Sunnyvale,
California), and High Voltage Engineering (Amersfoort, The
Netherlands).

ASIRobicon, with joint headquarters in New Kensington,
Pennsylvania, and Milan, Italy, is one of the leading power
control and power quality solutions providers to industrial
markets worldwide. The Company designs, manufactures and markets
variable frequency drives, motors and generators, power control
and power quality systems and automation systems that incorporate
all of these components. For more information about ASIRobicon,
visit http://www.asirobicon.com/


HIGH VOLTAGE: Case Summary & 21 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: High Voltage Engineering Corp.
             dba High Voltage
             dba High Voltage Engineering
             dba HVEC
             dba HVE
             dba Physical Electronics, Inc.
             401 Edgewater Place, Suite 680
             Wakefield, Massachusetts 01880

Bankruptcy Case No.: 04-11586

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
TTS Mexican Holding Company, Inc.          04-11593
HVEC, Inc.                                 04-11595
Connectrics Acquisition Corporation        04-11596
Hivec Holdings, Inc.                       04-11597
High Voltage Funding Corp.                 04-11598
Robicon Corporation                        04-11599
Carolyn Corporation                        04-11600
HVE Acquisition Corp.                      04-11601
Ansaldo Ross Hill, Inc.                    04-11602
Nicole Corporation                         04-11603

Type of Business: The Debtor designs and manufactures technology-
                  based products in three segments: power
                  conversion technology and automation, advanced
                  surface analysis instruments and services, and
                  monitoring instrumentation and control systems
                  for heavy machinery and vehicles.

Chapter 11 Petition Date: March 1, 2004

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtors' Counsel:  Christian T. Haugsby, Esq.
                   Douglas B. Rosner, Esq.
                   Goulston and Storrs, PC
                   400 Atlantic Avenue
                   Boston, MA 02110
                   Tel: 617-482-1776

                         - and -

                   Vivek Melwani, Esq.
                   Fried, Frank, Harris, Shriver & Jacobson
                   One New York Plaza
                   New York, NY 10004
                   Tel: 212-859-8000

Debtors'
Financial Advisor: John P. Fitzsimons
                   Managing Director
                   Evercore Restructuring L.P.
                   65 East 55th Street
                   New York, NY 10022
                   Telephone (212) 857-3100
                   Fax (212) 857-3101

Official
Claims Agent:      Donlin, Recano & Company, Inc.

Financial Condition:

    Total Assets: $371,204,000 at January 25, 2003

    Total Liabilities: $533,357,000 at January 25, 2003

Debtor's 21 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
U.S. Bank Corporate Trust                           $155,000,000
Services
EX-MA-FED Indenture Trustee
One Federal Street, 3rd Fl.
Boston, MA 02110

Barclays Capital              Bonds                  $23,836,941
222 Broadway, 10th Fl.
New York, NY 10038

Credit Suisse First Boston    Bonds                  $21,130,940
Intl.
One Cabot Square
London, UK F14 4QJ

Merrill Lynch Asset Mgmt.     Bonds                  $15,736,173
800 Scudder Mill Road
Plainsboro, NJ 08536

Morgan Stanley Investment     Bonds                  $12,737,165
Mgmt.
1221 Avenue of the Americas
New York, NY 10020

RBC Capital Markets           Bonds                  $11,117,012
Corporation as agent for
Royal Bank of Canada
RBC Plaza, PO Box 50
Toronto, OT Canada

Scotts Cove Capital           Bonds                   $9,496,858
Management
230 Park Avenue
New York, NY 10169

Bear Stearns Asset Mgmt. Inc  Bonds                   $9,445,151
245 Park Avenue, 5th Fl.
New York, NY 10167

Indosuez Capital Asset        Bonds                   $8,893,609
Advisors
1211 Avenue of the Americas
New York, NY 10036

CNA Financial Company         Bonds                   $6,997,685
333 South Wabash Avenue
Chicago, IL 60685

Nomura Asset Mgmt. USA Inc.   Bonds                   $6,118,665
180 Maiden Lane
New York, NY 10038

Fountain Capital Management   Bonds                   $5,567,124
Four Times Square, 25th Fl.
Overland Park, KA 66210

LibertyView Capital Mgmt Inc  Bonds                   $4,894,932
111 River Street, 10th Fl.
Hoboken, NJ 07030

DLJ CBO Ltd.                  Bonds                   $4,170,000
Credit Suisse Asset Mgmt LLC
466 Lexington Ave, 13th Fl.
New York, NY 10017

CSAM High Yield Focus CBO     Bonds                   $3,170,000
Ltd.
Credit Suisse Asset Mgmt LLC
466 Lexington Ave, 13th Fl.
New York, NY 10017

First Dominion Funding I      Bonds                   $3,000,000
Credit Suisse Asset Mgmt LLC
466 Lexington Ave, 13th Fl.
New York, NY 10017

First Dominion Funding II     Bonds                   $3,000,000
Credit Suisse Asset Mgmt LLC
466 Lexington Ave, 13th Fl.
New York, NY 10017

BEA CBO 1998-2 Ltd.           Bonds                   $2,362,000
Credit Suisse Asset Mgmt LLC
466 Lexington Ave, 13th Fl.
New York, NY 10017

CypressTree Investment Mgmt.  Bonds                   $2,223,402
Co.
1 Washington Mall
Boston, MA 02110

Smoky River CDO, L.P.         Bonds                   $2,000,000
RBC Capital Partners
One Liberty Plaza
New York, NY 10006

Taconic Capital Advisors,     Bonds                   $2,000,000
LLC as Investment Advisor
450 Park Ave., 8th Fl.
New York, NY 10022


HOLLINGER INT'L: Fails to Beat Fiscal 2003 10-K Filing with SEC
---------------------------------------------------------------    
Hollinger International Inc. (NYSE: HLR) announced that primarily
as a result of the ongoing investigation being conducted by the
Special Committee of the Company's Board of Directors, as well as
the disruption of management services provided to the Company
arising from its ongoing dispute with Ravelston Corporation
Limited, the Company is not able to complete its financial
reporting process and its audited financial statements for
inclusion in the Annual Report on Form 10-K for fiscal year 2003
by the filing deadline.  The Company intends to complete its
financial reporting process as soon as practicable after the
completion of the investigation by the Special Committee, and then
promptly file the 10-K.

As a result of the delay in filing the 10-K, the Company announced
that there would be a corresponding delay in the date of the
Company's annual meeting of shareholders.  The Company intends to
hold the annual meeting as soon as practicable following the
filing of the 10-K.

The Company also announced that its Board of Directors will be
considering the Company's dividend policy at its next meeting,
which is expected to be held in April.  In any event, the normal
record and payable dates for the second quarter dividend, will not
apply.

Hollinger International Inc. is a global newspaper publisher with
English-language newspapers in the United States, Great Britain,
and Israel. Its assets include The Daily Telegraph, The Sunday
Telegraph and The Spectator magazine in Great Britain, the Chicago
Sun-Times and a large number of community newspapers in the
Chicago area, The Jerusalem Post and The International Jerusalem
Post in Israel, a portfolio of new media investments and a variety
of other assets.
    
The company's September 30, 2003, balance sheet shows a
working capital deficit of about $293 million.


I2 TECHNOLOGIES: Plans to Cut Expenses to Strengthen Balance Sheet
------------------------------------------------------------------
i2 Technologies, Inc. (OTC:ITWO), a leading provider of closed-
loop supply chain management solutions, announced that the company
will undergo a restructuring exercise in an effort to reduce
expenses and strengthen its balance sheet.

The company plans to reduce its quarterly operating expenses by
approximately ten percent through workforce, program, and other
expense reductions in all its organizations and regions. The
reduction is expected to decrease total operating expenses for the
second quarter of 2004 by approximately ten percent as compared to
the levels i2 reported for the fourth quarter of 2003. The company
will continue to invest in sales initiatives and other customer-
facing activities to help stabilize revenues in parallel with the
restructuring.

"This restructuring is a continuation of our ongoing efforts to
strengthen the balance sheet and return the company to
profitability," said i2 chairman and CEO Sanjiv Sidhu. "We feel
confident that the planned reductions will result in minimal
customer impact."

The company also announced that, based on the status of settlement
negotiations with respect to the various class action and
derivative lawsuits currently pending against the company, it has
established an accrual of $42 million relating to a possible
settlement of those lawsuits. The accrual represents the company's
estimate of the amount, in excess of expected payments from its
insurance carriers, that will be required to be paid by i2 if a
settlement of the lawsuits is achieved. The company anticipates
that it will obtain proceeds of approximately half of the accrued
amount from the sale of common stock to certain of the individual
defendants in the lawsuits in connection with any settlement of
that litigation.

The accrual has been included in the company's 2003 financial
statements as part of its Annual Report on Form 10-K for the year
ended December 31, 2003. The effect of this accrual was to reduce
the company's earnings per share by $0.09 for the both the year
and quarter ended December 31, 2003, from the amount the company
announced on January 27, 2004. Including the effect of the
accrual, the company's diluted earnings (loss) per share for the
year and quarter ended December 31, 2003 were $0.00 and $(0.11),
respectively. The company had previously indicated at the time of
its January 27 announcement that an accrual might be required to
be recorded in its 2003 financial statements and that the effect
would be a reduction in earnings for the fourth quarter of 2003.

Negotiations to reach a final and definitive settlement of the
class action and derivative lawsuits are continuing. There can be
no assurance that these negotiations will result in a settlement
of the lawsuits. Any settlement would be subject to numerous
conditions, including the execution of a settlement agreement and
court approval. If achieved, any settlement will involve
significant cash payments from i2. The company noted that such
cash payments could be more than the amount currently estimated
and accrued for in i2's financial statements for the year ended
December 31, 2003.

                         About i2

i2 -- whose December 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $255 million -- is a leading
provider of closed-loop supply chain management solutions. The
company designs and delivers software that helps customers
optimize and synchronize activities involved in successfully
managing supply and demand. i2's worldwide customer base consists
of some of the world's market leaders -- including seven of the
Fortune global top 10. Founded in 1988 with a commitment to
customer success, i2 remains focused on delivering value by
implementing solutions designed to provide a rapid return on
investment. Learn more at http://www.i2.com/


IGAMES: Equitex Declares Loan Default & Ends Stock Purchase Pact
----------------------------------------------------------------
Equitex, Inc. (Nasdaq:EQTX) announced that on March 11, 2004 its
Board unanimously approved resolutions (i) declaring a default
under a $2,000,000 obligation owed by iGames Entertainment, Inc.
to the Company's Chex Services, Inc. subsidiary, and (ii)
authorizing and approving the termination of the Stock Purchase
Agreement dated November 3, 2003 between the Company and iGames
Entertainment, Inc. for the purchase of all of the stock of the
Company's Chex Services, Inc. subsidiary.

In a letter dated March 12, 2004, the Company notified iGames
Entertainment, Inc. of the termination resulting from certain
material adverse changes in their business. The Company intends to
immediately seek payment of all amounts due it and Chex Services,
Inc.

The Company intends to seek new strategic partners to investigate
possible business combinations involving either the Company or its
Chex Services, Inc. subsidiary.

Equitex, Inc. is a holding company operating through its wholly
owned subsidiary Chex Services of Minnetonka, Minnesota, as well
as its majority owned subsidiary Denaris Corporation. Chex
Services provides comprehensive cash access services to casinos
and other gaming facilities. Denaris was formed to provide stored
value card services.

iGames Entertainment, Inc. develops, manufactures and markets
technology-based products for the gaming industry. The Company's
growth strategy is to become the innovator in cash access and
financial management systems for the gaming industry.  The
business model is specifically focused on specialty transactions
in the cash access segment of the funds transfer industry. For a
complete corporate profile on iGames Entertainment Inc., please
visit the Company's corporate Web site at
http://www.igamesentertainment.com/

                            *    *    *

                    Going Concern Uncertainty

In its most recent Form 10-Q filed with the Securities and
Exchange Commission, iGames Entertainment reported:

"The [Company's] financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has
a net loss of $940,395 for the six months ended September 30,
2003, an accumulated deficit of $3,808,343 at September 30, 2003,
cash used in operations of $576,088 for the six months ended
September 30, 2003, and requires additional funds to implement our
business plan. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

"Management is in the process of implementing its business plan
and has begun to generate revenues. Management believes that sales
of its Protector and placement of new table games will continue to
contribute to its operating cash flows. Additionally, management
is actively seeking additional sources of capital, but no
assurance can be made that capital will be available on reasonable
terms. Management believes the actions it is taking allow the
Company to continue as a going concern. The financial statements
do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern."


IGAMES: Tells a Different Story on Stock Purchase Pact Termination
------------------------------------------------------------------
iGames Entertainment, Inc. (OTC Bulletin Board: IGME) announced
that on March 12, 2004 it terminated the November 3, 2003 stock
purchase agreement with Equitex, Inc. As stated in the notice of
termination, iGames terminated the stock purchase agreement as the
result of material adverse changes in Chex Services' business,
including the loss of significant revenues and cash flow due to
the termination of contracts at casinos operated by the Seminole
Tribe, breaches by Equitex of representations and warranties in
the stock purchase agreement, the failure by Equitex and Chex to
perform under the stock purchase agreement and the decision by
Equitex's management that Equitex could not consummate the
transaction as originally structured due to adverse federal tax
consequences. In addition, Chex failed to provide iGames with
required evidence of its ability to meet financial commitments
made by Chex to iGames in a January 2004 promissory note from
iGames to Chex, forcing iGames to obtain replacement financing.

As a result of this termination, iGames is entitled to receive
from Equitex a termination amount of $1,000,000, plus
reimbursement of its expenses associated with the transactions
contemplated by the stock purchase agreement. iGames intends to
seek immediate payment of these amounts.

Christopher Wolfington, CEO of iGames, stated that, "iGames has
been working for two months to restructure the Chex deal to
accommodate Equitex's tax issues and to reflect changes in Chex's
business. The termination of the original agreement was necessary
to protect our rights. We are committed to our acquisition
strategy and still strongly believe in the value proposition of
the combined businesses. We will be reviewing our options with
respect to a new proposed transaction."

                    About iGames Entertainment

iGames Entertainment, Inc. provides cash access and financial
management systems for the gaming industry, focusing on specialty
transactions in the cash access segment of the funds transfer
industry through its Money Centers of America, Inc. and Available
Money, Inc. subsidiaries. The Company's growth strategy is to
develop or acquire innovative gaming products and systems and
market these products worldwide. For a complete corporate profile
on iGames Entertainment Inc., please visit iGames' corporate Web
site at http://www.igamesentertainment.com/

                           *    *    *

                    Going Concern Uncertainty

In its most recent Form 10-Q filed with the Securities and
Exchange Commission, iGames Entertainment reported:

"The [Company's] financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has
a net loss of $940,395 for the six months ended September 30,
2003, an accumulated deficit of $3,808,343 at September 30, 2003,
cash used in operations of $576,088 for the six months ended
September 30, 2003, and requires additional funds to implement our
business plan. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

"Management is in the process of implementing its business plan
and has begun to generate revenues. Management believes that sales
of its Protector and placement of new table games will continue to
contribute to its operating cash flows. Additionally, management
is actively seeking additional sources of capital, but no
assurance can be made that capital will be available on reasonable
terms. Management believes the actions it is taking allow the
Company to continue as a going concern. The financial statements
do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern."


INSITUFORM: Q4 Results Trigger Non-Compliance with Debt Covenants
-----------------------------------------------------------------
Insituform Technologies, Inc. (Nasdaq:INSU) reported fourth
quarter and 2003 year-end results and resumption of compliance
with debt covenants.

Revenues from continuing operations for the fourth quarter of 2003
were $121.8 million, compared to $125.2 million in the fourth
quarter of 2002. The Company reported a net loss of $11 million,
or $(0.41) per diluted share, which included an after-tax loss of
$3.0 million, or $(0.11) per diluted share, on a single cured-in-
place-pipe process (CIPP) project in Boston. In addition, there
were certain adjustments for reserves, write-down of assets, other
charges and tax reserves which adversely affected earnings by $6.6
million, or $(0.25) per diluted share. The fourth quarter 2003
results, when compared with the same period from the prior year,
reflected operational challenges in two areas of the North
American rehabilitation business as well as delays on certain jobs
in the tunneling area. In the year-earlier quarter, the Company
reported net income of $6.2 million, or $0.23 per diluted share.
Discontinued operations for the fourth quarter of 2003, which were
included in the Company's net loss, reported a net loss of $0.9
million, or $(0.03) per diluted share, compared to a net loss of
$2.6 million, or $(0.10) per diluted share, in the fourth quarter
of 2002.

Thomas S. Rooney, Jr., President and Chief Executive Officer of
the Company, explained, "We identified and addressed several
operational and balance sheet issues. These steps, among other
things, reflect management's commitment to more rigorous financial
controls and resulted in our entering 2004 as a much stronger
company."

In August 2003, the Company began a CIPP installation in Boston.
The $1 million project required the Company to line 5,400 feet of
a 109-year-old 36- to 41-inch diameter unusually shaped hand-laid
rough brick pipe. Many aspects of this project were atypical of
the Company's CIPP installations. The loss on the Boston project
reflects estimated costs for removing and re-installing
approximately 4,500 feet of CIPP liner. The pre-tax charge of $5.1
million is net of $750,000 of insurance recovery proceeds expected
to be received in 2004. The Company has filed a lawsuit against
its excess insurance carrier for its failure to acknowledge
coverage and to indemnify the Company for the loss in excess of
the primary coverage. "In terms of magnitude, the loss on the
Boston project is unique in Insituform's history," Rooney pointed
out. "We believe this represents an isolated incident."

For the full year, the Company's revenues rose to $487.3 million
from $480.4 million in 2002. The Company earned $4.6 million from
continuing operations, or $0.17 per diluted share, compared with
$28.6 million, or $1.07 per diluted share, in 2002. Net income was
$3.5 million, or $0.13 per diluted share, compared with $22.7
million, or $0.85 per diluted share, in the prior year.

Due to the results in the fourth quarter, the Company was not in
compliance with certain financial covenants under its Senior
Notes, its Credit Facility and an insurance collateral agreement.
The Company obtained amendments to the various debt agreements
with more flexible financial covenants in place, but additional
restrictions on the use of cash. Management feels confident that
it will be in compliance with the amended covenants in 2004 and
beyond.

"While results for 2003 were certainly both disappointing and
unacceptable, we are confident that our strategic initiatives will
lead to improved financial performance," Rooney said. He added,
"We have already made, and will continue to make, investments
aimed at enhancing our quality control, safety, sales and
logistics programs. One of my highest priorities since taking over
as CEO was to focus on the financial area. I was particularly
pleased to bring Chris Farman on board as CFO in December, and I
feel that the Company has already improved its internal financial
controls."

He added that the Company's focus remains directed toward
achieving operational excellence, developing competitive
advantages through technological innovation, and growing the
business.

Although competition remains intense, the operating environment
shows signs of improvement, Rooney noted. "The outlook for
tunneling remains robust, and during the first two months of 2004,
the Company bid on approximately $500 million of business," he
said. "Moreover, I'm pleased to report that the poor performing
contracts we acquired with the Elmore purchase are behind us, and
that division is building a solid backlog," he added. "And
according to UNDERGROUND CONSTRUCTION magazine's Municipal
Infrastructure Survey, sewer rehabilitation spending this year is
projected to increase by nearly 7%."

Nonetheless, Rooney emphasized, "As we have consistently stated,
we don't expect our initiatives to produce much positive impact on
our bottom line until 2005. Further, our investments in these
initiatives will be tempered by the fact that the Company's most
recent financial performance resulted in new debt covenants that
place additional temporary restrictions on the use of cash. We are
truly investing in the future. As the clear-cut industry leader,
we are well-positioned to capitalize on significant growth
opportunities, assuming, of course, that we can execute our
strategies, and we will."

Insituform Technologies, Inc. is a leading worldwide provider of
proprietary technologies and services for rehabilitating sewer,
water and other underground piping systems without digging and
disruption. More information about the Company can be found on its
Internet site at http://www.insituform.com/  


INTERSTATE BAKERIES: Shutting Down San Pedro, Calif. Bakery in May
------------------------------------------------------------------
Interstate Bakeries Corporation (NYSE:IBC) plans to close its
bakery in San Pedro, CA. The closing, scheduled for May 14, 2004,
will affect 184 employees.

The San Pedro facility primarily bakes bread and rolls, as well as
English muffins, sold under various brand names, including Di
Carlo, Parisian, Wonder, and Millbrook. This production will be
transferred to other IBC bakeries, including facilities in Los
Angeles, Glendale, Pomona, and San Diego. The bakery closing will
not affect distribution of IBC products to food stores in Southern
California and other markets.

"The decision to close the San Pedro bakery was difficult. Our
employees there have been solid contributors and we appreciate
their efforts," said James R. Elsesser, IBC's Chief Executive
Officer. "However, company-wide we are consolidating operations
and seeking production efficiencies. The Di Carlo bakery, which
was built in 1957, is not as efficient as some of our other
facilities. As a result, we concluded that economically it was
best for the Company to close the facility."

Most of the employees affected by this decision are represented by
three unions: local #31 of the Bakers, Confectionery, Tobacco
Workers and Grain Millers Union; local #1484 of the International
Association of Machinists; and local #572 of the International
Brotherhood of Teamsters. There may be opportunities for
employment for some of the affected San Pedro employees as
production is transferred to other IBC bakeries. Those
opportunities, as well as severance arrangements for employees not
placed, will be determined during affects bargaining and will be
guided by IBC's agreements with the applicable unions.

Interstate Bakeries Corporation (S&P, BB Corporate Credit and
Senior Secured Bank Loan Ratings, Negative) is the nation's
largest wholesale baker and distributor of fresh baked bread and
sweet goods, under various national brand names including Wonder,
Hostess, Dolly Madison, Merita and Drake's. The Company, with 58
bread and cake bakeries located in strategic markets from coast-
to-coast, is headquartered in Kansas City, Missouri.


JOEAUTO: Bracewell & Patterson Serves as Bankruptcy Counsel
-----------------------------------------------------------
Joeauto, Inc., is seeking authority from the U.S. Bankruptcy Court
for the Southern District of Texas, Houston Division, to employ
Bracewell & Patterson LLP as its bankruptcy counsel, nunc pro tunc
to January 30, 2004.

The Debtor expects Bracewell & Patterson to:

   a) advise the Debtor with respect to its rights, duties and
      powers in this cases;

   b) assist and advise the Debtor in its consultations relative
      to the administration of this cases;

   c) assist the Debtor in analyzing the claims of the creditors
      and in negotiating with such creditors;

   d) assist the Debtor in the analysis of and negotiations with
      any third party concerning matters relating to, among
      other things, the terms of the plan of reorganization;

   e) represent the Debtor at all hearings and other
      proceedings;

   f) review and analyze all applications, orders, statements of
      operations, and schedules filed with the Court and advise
      the Debtor as to their propriety;

   g) assist the Debtor in preparing pleadings and applications
      as may be necessary in furtherance of the Debtor's
      interests and objectives; and

   h) perform such other legal services as may be required and
      are deemed to be in the interests of the Debtor in
      accordance with the Debtor's powers and duties as set
      forth in the Bankruptcy Code.

Because of the extensive legal services that will be necessary in
this case, and the fact that the full nature and extent of such
services are not known at this time, the Debtor believes that the
employment of Bracewell & Patterson would be appropriate and in
its best interests.

Bracewell & Patterson's hourly rates range from:

      Position                 Billing Rate
      --------                 ------------
      Partners                 $300 to $600 per hour
      Associates               $125 to $325 per hour
      Paralegals and Clerks    $65 to $125 per hour

The professionals who will be primarily responsible in this
engagement are:

      Professional Name       Billing Rate  
      -----------------       ------------
      Henry J. Kaim           $600 per hour
      Christopher Adams       $300 per hour
      Toni Silva              $120 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.


KAISER ALUMINUM: Wants Until June 30 to Exclusively File a Plan
---------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates need another
extension of their exclusive periods to file and solicit
acceptances of a reorganization plan so they may continue ongoing
efforts to resolve various restructuring issues. Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, in Wilmington,
Delaware, tells the Court that, most recently, the Debtors have:

   (a) reached key agreements with the United Steelworkers of
       America AFL-CIO, the International Association of
       Machinists and Aerospace Workers, and the Official
       Committee of Retired Employees regarding the modification
       of the Debtors' retiree medical obligations;

   (b) reached an agreement with the USWA and the IAM regarding
       the termination of existing pension plans and institution
       of replacement plans;

   (c) obtained a Court order finding that the remaining pension
       plans meet the standards for distress termination under
       ERISA, and approving a distress termination of the plans;

   (d) assisted in the facilitation of an agreement in principle
       among certain creditors to settle, subject to
       documentation and Court approval, various intercompany
       issues;

   (e) continued to make progress in their ongoing efforts to
       market and explore the potential sale of their commodities
       businesses by, among other steps, negotiating agreements
       to sell their interests in Alumina Partners of Jamaica and
       their interest in Volta Aluminum Company Limited and
       commencing the marketing process for their interest in
       Queensland Alumina Limited;

   (f) consummated the sale of surplus properties located in
       Spokane, Washington for an aggregate purchase price of
       $10,800,000;

   (g) entered into an agreement to sell their aluminum smelter
       in Mead, Washington for an aggregate purchase price of
       $4,000,000, plus the assumption of related environmental
       liabilities;

   (g) continued to reconcile and resolve the 7,500 claims filed
       to date in their Chapter 11 cases; and

   (h) continued to implement operating efficiencies and cost-
       reduction initiatives.

Furthermore, the Debtors are currently proceeding in earnest on
multiple fronts to advance their programs toward a successful
reorganization.  The Debtors anticipate using the extension to
continue making progress on a variety of key liability issues and
move forward with the other tasks necessary to proceed with the
negotiation and formulation of a Plan.

Mr. DeFranceschi states that the process for ultimately achieving
a consensus on a framework for a Plan may very well be lengthy
because of the complexity of the issues and the numerous creditor
constituencies with varying interests involved.  Given the
numerous complex issues that must be resolved and the Debtors'
need to negotiate any plan with two separate creditors'
committees, the Futures Representative, the Retirees Committee,
the USWA and other unions, significant creditors and other
parties-in-interest, the Debtors still need to continue working
aggressively, as they have to date, on a Plan framework.

The Debtors ask the Court for a two-month extension of the
Exclusive Periods for Kaiser Alumina Australia Corporation,
Alpart Jamaica, Inc. and Kaiser Jamaica Corporation, three Kaiser
Aluminum & Chemical Corporation subsidiaries that hold interests
in joint ventures that own alumina refineries and other assets.  
The Alumina Debtors' assets are currently in the process of being
sold or marketed for potential sale.  The Debtors ask Judge
Fitzgerald to extend the Alumina Debtors' Exclusive Plan Filing
Period through and including April 30, 2004, and Exclusive
Solicitation Period through and including June 30, 2004.

The Debtors ask the Court for a four-month extension of the
Exclusive Periods for the remaining 23 Debtors.  Specifically,
the Debtors want the Remaining Debtors' Exclusive Plan Filing
Period extended through and including June 30, 2004, and
Exclusive Solicitation Period extended through and including
August 31, 2004.

Judge Fitzgerald will convene a hearing on April 26, 2003, at
1:30 p.m. to consider the Debtors' request.  By application of  
Rule 9006-2 of the Local Rules of Bankruptcy Practice and  
Procedures of the U.S. Bankruptcy Court for the District of
Delaware, the Debtors' Exclusive Filing Period is automatically
extended through the conclusion of that hearing.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation
operates in all principal aspects of the aluminum industry,
including mining bauxite; refining bauxite into alumina;
production of primary aluminum from alumina; and manufacturing
fabricated and semi-fabricated aluminum products.  The Company
filed for chapter 11 protection on February 12, 2002 (Bankr. Del.
Case No. 02-10429).  Corinne Ball, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
September 30, 2001, the Company listed $3,364,300,000 in assets
and $3,129,400,000 in debts. (Kaiser Bankruptcy News, Issue No.
40; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


KNOLOGY INC: Full Year 2003 Net Loss Balloons to $87.8 Million
--------------------------------------------------------------
Knology, Inc. (Nasdaq: KNOL) reported financial and operating
results for the fourth quarter and year ended December 31, 2003.
Total revenue for the fourth quarter and full year of $45.6
million and $172.9 million, respectively, represented increases of
17.6% and 21.9% over total revenue for the same periods one year
ago of $38.8 million and $141.9 million. Knology reported EBITDA,
as adjusted of $9.3 million for the fourth quarter of 2003, which
represented a 26.7% increase over the EBITDA, as adjusted of $7.4
million for the fourth quarter of 2002. EBITDA, as adjusted of
$33.0 million for the full year of 2003 grew 57.2% over EBITDA, as
adjusted of $21.0 million for the full year of 2002.

Knology reported a net loss for the fourth quarter of 2003 of
$16.6 million or $0.94 per share. In the fourth quarter of 2002,
Knology reported net income of $87 million, which included a
restructuring gain and special charges, net, of $108.3 million.
Excluding those charges, Knology's net loss for the fourth quarter
of 2002 would have been $21.3 million or $424.09 per share.

For the full year of 2003, Knology reported a net loss of $87.8
million or $5.17 per share compared with a net loss of $2.6
million or $52.20 per share in 2002. The 2002 net loss per share
numbers are calculated based on common shares outstanding in 2002
and do not include the common equivalent shares for the preferred
stock which was converted to common in conjunction with our IPO in
December 2003. The net loss for 2002 included a restructuring gain
and special charges, net of $94.8 million and the net loss for the
2003 included a charge of $12.4 million during the third quarter
for a loss on an investment in a non-operating asset.

Knology also completed an initial public offering of common stock
in the fourth quarter of 2003 with net proceeds of approximately
$50 million. Subsequent to year end, the underwriters of the
transaction exercised their over-allotment option which provided
Knology with an additional $7 million of net proceeds for total
net proceeds from the IPO of approximately $57 million. A portion
of the proceeds were used to fund the Verizon Media acquisition
and the remainder will be used to upgrade the network acquired
from Verizon Media in Pinellas County, Florida and general
corporate purposes.

"2003 was a strategic year for Knology, with many notable
successes in spite of difficult industry conditions," said Rodger
L. Johnson, President and Chief Executive Officer of Knology, Inc.
"We addressed our capital structure to improve our financial
position and future operating results. At the same time, we were
able to grow by retaining our focus on operations and executing
our business plan. Because of our accomplishments in 2003, we are
well positioned to further improve our operating and financial
results as we continue to build value for all of our
shareholders."

                    Balance Sheet/Cash Flow

As of December 31, 2003, Knology had cash and cash equivalents of
$63.3 million and stockholders' equity of $150.9 million. Cash
flow provided by operations was $10.6 million for the quarter,
bringing year-to-date cash flow provided by operations to $29.5
million. Capital expenditures totaled $9.0 million for the fourth
quarter and $35.5 million for 2003.

Robert K. Mills, Chief Financial Officer, said, "Knology's
financial position is much stronger as we enter 2004 because of
the continued growth in EBITDA, as adjusted and due to the equity
raised by our IPO. With a net debt to EBITDA, as adjusted ratio of
5.7 times fourth quarter 2003 annualized EBITDA, as adjusted we
are well positioned to pursue our growth objectives for the
future. Our focus remains on executing our business plan to
achieve profitable growth and increased operating cash flow in
2004."

                         About Knology

Knology, Inc., headquartered in West Point, Georgia, is a leading
provider of interactive communications and entertainment services
in the Southeast. Knology serves both residential and business
customers with one of the most technologically advanced broadband
networks in the country. Innovative offerings include over 200
channels of digital cable TV, local and long distance digital
telephone service with the latest enhanced voice messaging
features, and high-speed Internet access, which enables consumers
to quickly download video, audio and graphic files using a cable
modem. For more information, visit http://www.knology.com/

As reported in the Troubled Company Reporter's February 23, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC+'
corporate  credit rating to cable overbuilder Knology Inc. At the
same time, a 'CCC-' rating was assigned to the company's proposed
$280 million senior notes due 2014, which will be issued under
Rule 144A with registration rights. These notes are rated two
notches below the corporate credit rating because of Standard &
Poor's assessment that existing and potential secured debt claims
could impair noteholder recovery values in light of uncertain
asset values of overbuilder or competitive cable operators. The
outlook is developing. Proceeds from the notes will be used to
refinance Knology's $220.3 million 12% notes and to retire the
company's $15.5 million senior secured credit facility.

"The ratings on Knology reflect high financial risk from debt-
financed capital spending and operating cash flow losses, limited
financial flexibility, rising competitive pressure that the
company could face as a cable overbuilder competing with larger
and better-financed incumbent operators, and increasing
programming costs," said Standard & Poor's credit analyst Eric
Geil. "The company also faces competition from direct-to-home
(DTH) satellite TV companies and incumbent local exchange carriers
(ILECs) for voice service. Tempering factors include Knology's
attractive bundled offerings delivered over upgraded systems,
which have helped the company achieve respectable penetration
levels and revenue growth. In addition, the smaller markets in
which the company operates are somewhat less competitive than
larger markets."


LEVEL 3 COMMS: Klayman Continues Securities Arbitration Claims
--------------------------------------------------------------
The law firm of Klayman & Toskes, P.A. -- http://www.nasd-law.com/
-- is continuing to pursue securities arbitration claims on behalf
of Level 3 Communications, Inc. (Nasdaq:LVLT) investors with
significant holdings.

K&T represents numerous technology and telecommunications
investors with concentrated positions managed by full-service
brokerage firms in securities arbitration lawsuits filed before
the New York Stock Exchange and the National Association of
Securities Dealers. The claims seek compensatory damages directly
related to the over-concentration in these technology and
telecommunications stocks with specific reliance upon the
brokerage firm's financial advisors and research analyst
recommendations.

The above-mentioned suits allege that the brokerage firms
recommended the over-concentration of invested assets in
technology and telecommunications stocks. Concentration is defined
as an investment of over 10% of portfolio assets in a single
stock. The losses attributed to this over-concentration are the
basis of the damages sought by K&T. Additionally, the claims focus
on the firm's mismanagement of their clients' portfolios given the
fact that there were option strategies available at the time that
the stock position was concentrated that would have protected the
value of the concentrated portfolio, known as a "zero cost"
collar.

"The sole purpose of this release is to investigate, on behalf of
our clients, sales practice violations of licensed brokers at
various major brokerage firms. The firm is pursuing arbitration
suits before the NYSE and the NASD for securities violations
including the misuse of margin in the establishment of these over-
concentrations, the failure to recommend hedge strategies, the
failure to supervise, misrepresentation and material omissions of
fact. We would greatly appreciate any information from technology
and telecommunication investors concerning the method or process
used by various major brokerage firms with regard to clients'
over-concentration and the handling of their accounts."

K&T has offices in California, Florida and New York and represents
investors throughout the nation. If you wish to discuss this
announcement, and have done business with any major brokerage firm
with regard to the over-concentration in technology and
telecommunications stocks or have information relevant to our
lawsuits, please contact Lawrence L. Klayman, Esquire of Klayman &
Toskes, P.A., 888-997-9956 or visit the company web site at
http://www.nasdlaw.com/   

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'CC' rating to Level 3
Communications Inc.'s shelf drawdown of $250 million convertible
senior notes due 2010. The outlook is negative.

Although cash proceeds improve Level 3's liquidity, Standard &
Poor's is still concerned about the company's ability to withstand
prolonged industry weakness, and risk from its acquisition
strategy.


LIBERTY MEDIA: Plans to Separate International Businesses
---------------------------------------------------------
Liberty Media Corporation (NYSE: L, LMCB) said it intends to spin-
off to its shareholders a separate company comprised of its
international businesses. The transaction, which is intended to be
tax-free to shareholders, will create a new publicly-traded
company called Liberty Media International, Inc. (LMI).

LMI will be comprised of Liberty Media's interests in various
broadband and content businesses operating principally in Europe,
Japan and Latin America. These businesses include UnitedGlobalCom,
Inc. (Nasdaq: UCOMA), Jupiter Telecommunications, Co., Ltd., and
Jupiter Programming Co., Ltd., and Liberty Cablevision of Puerto
Rico, Inc. among others.

Within the coming weeks, Liberty Media will make the appropriate
SEC filings with completion of the transaction expected to occur
in the early- Summer.

Liberty Media Corporation (NYSE: L, LMCB) is a holding company
owning interests in a broad range of electronic retailing, media,
communications and entertainment businesses operating in the
United States, Europe, South America and Asia. Our businesses are
classified in three groups; Interactive, Networks and
International and include some of the world's most recognized and
respected brands, including QVC, Encore, STARZ!, Discovery,
UnitedGlobalCom, Inc., IAC/InterActiveCorp, and News Corporation.

                         *     *     *

As reported in the Troubled Company reporter's February 9, 2004
edition, Liberty Media Corporation's auditors, KPMG PLC, of
London, England, on May 26, 2003, issued a "going concern" notice
in its Auditors Report of that date.  KPMG cited recurring losses,
a net shareholders deficit and financial restructuring as
contributing causes.


LINDSEY MORDEN: Divests US-Based 3rd Party Claims Admin. Business
-----------------------------------------------------------------
Lindsey Morden Group Inc. announces that Cunningham Lindsey U.S.,
Inc. has completed the sale of its third party claims
administration business, consisting of RSKCo Services, Inc.
(RSKCo) and Cunningham Lindsey Claims Management, Inc. (CMI), to
Broadspire Services Inc., a Platinum Equity company.

Cunningham Lindsey U.S.'s loss adjusting business and Vale
National Training Centers, Inc. are not affected by this
transaction and will continue to operate under their existing
trade names.

Lindsey Morden Group Inc. (S&P, B Credit Rating/Negative Outlook)
is a holding company which, through its subsidiaries, provides a
wide range of independent insurance claims services, including
claims adjusting, appraisal and claims and risk management
services. It has a worldwide network of branches in Canada, the
United States, the United Kingdom, continental Europe, the Far
East, Latin America and the Middle East. Lindsey Morden also
provides claims adjusting and appraisal training courses in the
United States through Vale National Training Centers, Inc.


MARINER HEALTH: Reports Improved 2003 Fourth Quarter Results
------------------------------------------------------------
Mariner Health Care, Inc. (OTC Bulletin Board: MHCA) announced a
net loss for the 2003 fourth quarter of $19.9 million as compared
to a net loss of $72.2 million for the comparable 2002 period.
Revenues declined 4.2% to $416.8 million from $435 million for the
same period last year. Mariner achieved an 11.6% improvement in
Adjusted EBITDA (earnings before interest, taxes, depreciation and
amortization, and certain divestiture related and other items) to
$24.6 million for the fourth quarter ending December 31, 2003 as
compared to $22.1 million for the same period in 2002.

Fourth quarter 2003 operating results were positively impacted by
certain changes in Medicare reimbursement for skilled nursing
facilities. Medicare payment rates were increased by both a 3.26%
correction to the market basket adjustment as well as an annual 3%
market basket increase. Together, these adjustments increased
Medicare revenues by approximately $19 per patient day, or $6.2
million for the 2003 fourth quarter.

                    Fiscal Year Results

Consolidated revenues for the fiscal year ended December 31, 2003
decreased 2.2% to $1,715.4 million from $1,754.1 million for the
comparable 2002 period. The decrease in revenues is primarily
related to the divestiture of Mariner's Florida operations during
the fourth quarter of 2003. Mariner recorded a net loss of $12.8
million for the 2003 year as compared to net income of $1,375.6
million for the comparable 2002 period. Mariner's results in 2002
include significant non-cash income associated with its emergence
from bankruptcy in May 2002 and are not directly comparable to its
2003 results.

Adjusted EBITDA was $73.9 million for the 2003 fiscal year, as
compared to $119.7 million for the comparable 2002 twelve-month
period. Operating results in 2003 were adversely impacted by the
expiration of certain Medicare skilled nursing reimbursements
beginning October 1, 2002 that reduced operating earnings by
approximately $21.1 million for the first nine months of 2003.

               Improving Operating Performance

"I am encouraged by our progress in what began as a very difficult
year for the industry," said C. Christian Winkle, Chief Executive
Officer. "Both our skilled nursing facility and long-term acute
care hospital groups showed improvement in Adjusted EBITDA margins
through the year. For the fourth quarter of 2003, our Adjusted
EBITDA margin improved to 5.9% from 5.1% for the same period last
year. This improvement was primarily driven by the Medicare rate
increase, our divestiture of non-profitable facilities and our
successful transition to the new prospective payment system for
long-term acute care hospitals."

Mariner continued to improve its Medicare patient mix during 2003.
For facilities operated at December 31, 2003, average Medicare
census increased 7.3% during 2003 over the previous year. As a
percentage of total revenues, Medicare revenues continued to grow,
increasing to 33.3% for the fourth quarter of 2003. Medicare
revenues associated with Mariner's skilled nursing and long-term
acute care hospital segments accounted for 27.4% and 5.9% of total
revenues, respectively, for the fourth quarter of 2003.

               Strategic Portfolio Repositioning

As previously announced, Mariner successfully divested its Florida
and Louisiana nursing facility operations during the fourth
quarter of 2003. Mr. Winkle commented, "These portfolio
refinements afforded us the opportunity to substantially reduce
our exposure to future patient-care liability costs and associated
litigation risks in the state of Florida, eliminate a $3.1 million
annual pretax earnings drag and reduce our total leverage." Total
gross divesture proceeds during the fourth quarter, including
$13.1 million in seller financing and the elimination of $29.8
million of existing capital lease obligations, exceeded $120
million. All net divestiture proceeds were used to reduce debt
during the quarter.

                 Strengthening Balance Sheet

During 2003, Mariner significantly improved its balance sheet and
liquidity position by reducing total debt by more than $95 million
to $390 million at December 31, 2003. The debt reduction was
primarily associated with the strategic divestiture of Mariner's
Florida skilled nursing facilities completed during the fourth
quarter 2003. Additionally, on December 19, 2003, Mariner
consummated a refinancing through which it entered into a new
secured bank credit facility and issued senior subordinated notes,
the proceeds of both were used to refinance substantially all of
Mariner's debt arrangements on more attractive terms.

Mariner's new $225 million secured credit facility (which consists
of a $135 million term loan and a $90 million revolving credit
facility) provides for borrowings at the London Interbank Offering
Rate (LIBOR) plus 2.75%. The new LIBOR spread creates an interest
margin savings of more than 125 basis points when compared to
Mariner's previous bank financing arrangements. Mariner's note
offering resulted in the successful issuance of $175 million in
8.25% ten-year senior subordinated notes in December 2003.

                    Board of Directors Change

Mariner also announced that Mr. Patrick H. Daugherty from Highland
Capital Management, L.P. and Mr. M. Edward Stearns from Wells
Fargo Foothill Corporation resigned from the Mariner Board of
Directors effective March 10, 2004. Mr. Winkle reflected, "Pat and
Ed have both played important roles in advising our Company, both
prior to and since its reorganization." Mariner's Nominating and
Corporate Governance Committee has commenced a search for new
directors to replace Messrs. Daugherty and Stearns.

                    About Mariner Health Care

Mariner is headquartered in Atlanta, Georgia. At year-end 2003
certain of its subsidiaries and affiliates owned and/or operated
264 skilled nursing and assisted living facilities as well as 11
long-term acute care hospitals representing approximately 32,000
beds across the country.


MEDMIRA: Names Giles Crouch as VP -- Marketing & Business Dev't.
----------------------------------------------------------------
MedMira Inc. (TSX Venture: MIR) appointed (subject to the approval
of the TSX Venture Exchange) Mr. Giles Crouch to the position of
vice president marketing & business development. Mr Crouch has
over ten years experience in senior marketing positions in a
variety of industries.

"The appointment of Mr. Crouch to this important position will
enhance our senior management team", said Stephen Sham, chairman
and CEO of MedMira. "Giles' experience in international markets,
building and managing distribution networks in the United States,
Europe and Asia will be of great value to MedMira as we expand our
marketing efforts globally", continued Sham.

"I am very pleased to join the MedMira team." Said Mr. Crouch. "We
have exciting products that offer significant benefits to the
healthcare sector. I believe that I will be able to develop
lucrative new markets for our cutting edge products" continued
Crouch.

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.


METRIS COS.: Secures $1.7 Billion Commitment from MBIA Insurance
----------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) reported net income for the
quarter ended December 31, 2003 of $35 million, or $0.39 per
share. This compares to a net loss of $41 million or $0.88 per
share for the quarter ended December 31, 2002.

"We are pleased to report our first quarter of profitability in
more than a year," said David Wesselink, Metris Chairman and Chief
Executive Officer. "The steps we have taken over the past year to
improve the overall performance of our portfolio, specifically in
the areas of account management and collections, are beginning to
show tangible results. We also are announcing a $1.7 billion, two-
year commitment from MBIA Insurance Corporation to provide
financial guaranty insurance policies to refinance a portion of
our maturing asset-backed securitization transactions in 2004 and
2005. This commitment represents another milestone in our long-
term funding plans."

The three-month average excess spread in the Metris Master Trust
was 3.62 percent as of December 31, 2003, compared to 2.70 percent
as of September 30, 2003, and 3.64 percent as of December 31,
2002. The two-cycle plus delinquency rate in the Metris Master
Trust was 11.0 percent as of December 31, 2003, compared to 11.1
percent as of September 30, 2003, and 11.8 percent as of December
31, 2002. The gross default rate of the Metris Master Trust for
the fourth quarter of 2003 was 19.10 percent, down from its
previous peak of 21.45 percent for the first quarter of 2003.

As of December 31, 2003, the Company's managed credit card loans
were $8.1 billion, compared to $11.4 billion as of December 31,
2002. The Company's owned credit card portfolio was $129 million,
down from $846 million at December 31, 2002. The decrease in the
managed portfolio was due to the $494.3 million portfolio sale
during the fourth quarter, the $590.9 million portfolio sale
during the third quarter, the sale of two portfolios of delinquent
accounts totaling $69 million, continued slower account growth,
tighter underwriting standards and more stringent account
management strategies.

The managed net charge-off rate for the fourth quarter of 2003 was
21.6 percent, compared to 22.9 percent in the previous quarter and
18.0 percent for the fourth quarter of 2002. The owned net charge-
off rate was 58.0 percent, compared with 51.8 percent in the
previous quarter and 34.2 percent in the fourth quarter of 2002.
Included in these rates are the effects of the portfolio sale of
$494.3 million in November 2003, the sale of $39.9 million of 2-
cycle plus delinquent assets and the portfolio sale of $590.9
million in September 2003, and the sale of $72.5 million of 2-
cycle plus delinquent assets in December 2002.

The managed delinquency rate was 11.1 percent as of December 31,
2003, compared to 11.1 percent as of September 30, 2003, and 11.0
percent as of December 31, 2002. The owned delinquency rate was
15.8 percent as of December 31, 2003, compared to 15.1 percent as
of September 30, 2003, and 0.9 percent as of December 31, 2002.
Excluding the 2-cycle plus delinquent asset sales, the managed
delinquency rate would have been 11.4 percent as of September 30,
2003, and 11.6 percent as of December 31, 2002. Excluding the 2-
cycle plus delinquent asset sales, the owned delinquency rate
would have been 37.6 percent as of September 30, 2003 and 8.7
percent as of December 31, 2002.

Metris Receivables, Inc., a wholly owned subsidiary of Metris
Companies Inc., has received a $1.7 billion, two-year commitment
from MBIA Insurance Corporation to provide financial guaranty
insurance policies to refinance maturing MBIA-guaranteed series
from the Metris Master Trust. Over the next two years, MBIA has
guaranteed three series issued from the Metris Master Trust
totaling $1.7 billion with maturity dates of June 2004, May 2005,
and October 2005. This commitment from MBIA will provide financial
guaranty insurance capacity to wrap newly issued series from the
Metris Master Trust. It is one of the components of Metris
Companies' plans to meet funding requirements for the next two
years.

The Company also filed a Form 12b-25 notification of late filing
relating to the Company's Annual Report on Form 10-K for the year
ended December 31, 2003 due to the time required to complete the
previously announced restatement of the Company's results for
prior periods. The Company is working diligently to file the
report as soon as practicable.

Metris Companies Inc. (NYSE:MXT), based in Minnetonka, Minn., is
one of the largest bankcard issuers in the United States. The
Company issues credit cards through Direct Merchants Credit Card
Bank, N.A., a wholly owned subsidiary headquartered in Phoenix,
Ariz. For more information, visit http://www.metriscompanies.com/
or http://www.directmerchantsbank.com/

                         *    *    *

As reported in the Troubled Company Reporter's November 21, 2003,
edition, Fitch Ratings placed Metris Companies Inc. 'CCC' senior  
unsecured rating on Rating Watch Negative following the company's  
announcement that its external auditor, KPMG LLP, has issued a  
letter to the Audit Committee citing material weakness surrounding  
internal controls around the valuation of the company's retained  
interest in securitized assets. As a result, Metris has delayed  
the filing of its quarterly 10-Q report to the Securities and  
Exchange Commission. Fitch's Rating Watch reflects the uncertainty  
around this recently identified issue, and the ultimate impact on  
Metris' financial condition and liquidity. Fitch will settle the  
Rating Watch after evaluating the financial impact, if any, once  
the issue is resolved between KPMG and Metris.  


METROCALL HOLDINGS: Quarterly Revenues Increase to $87.1 Million
----------------------------------------------------------------
Metrocall Holdings, Inc. (NASDAQ: MTOH), a leading provider of
paging and two-way wireless messaging, announced total revenues
for the fourth quarter of 2003 of $87.1 million and total revenues
for 2003 of $336.9 million. Net income available to common
stockholders was $2 million and $10.9 million for the three and
twelve months ended December 31, 2003, respectively.

On November 18, 2003, Metrocall acquired the substantial majority
of the operating assets of Weblink Wireless, Inc. and
subsidiaries. The operating results from these assets were
included in Metrocall's consolidated results of operations from
November 18 to December 31, 2003. As such, fourth quarter revenues
of $87.1 million consisted of $78.0 million from Metrocall's
legacy operations and $9.1 million from the Weblink acquired
operations.

Operating expenses including service, rent and maintenance, cost
of products sold, selling and marketing and general and
administrative expenses for the fourth quarter of 2003 totaled
$60.1 million, including general and administrative expenses of
stock-based compensation costs of $0.7 million. Of the fourth
quarter expenses, approximately $50.4 million and $9.7 million
were related to legacy Metrocall operations and the Weblink
acquired operations, respectively. Had the asset purchase not
occurred, Weblink revenue and Metrocall operating expenses would
have been approximately $2.0 million higher as a result of costs
that would have been incurred by Metrocall to utilize the Weblink
network.

Metrocall reported basic and diluted earnings per share available
for common stockholders of $0.39 and $0.37 per share,
respectively, for the fourth quarter and $2.17 and $2.11 per share
for the year ended December 31, 2003. Cash balances were $35.6
million on December 31, 2003.

"Our fourth quarter and fiscal year results reflect our continued
focus on business and enterprise based accounts as well as our
commitment to providing superior customer service while running an
efficient, low cost operation," stated Vincent D. Kelly,
President & CEO of Metrocall Holdings. "These results were also
affected by the acquisition of the major assets of Weblink
Wireless on November 18th. As the integration of the former
Weblink operations continues, we expect the operating expenses of
the combined company to continue to decrease throughout 2004
relative to the synergies that will be realized."

Metrocall reported an increase of 451,518 units in service for the
fourth quarter over the third quarter including 634,000 units on
hand attributable to Weblink operations. Total units in service on
December 31, 2003 were approximately 3,465,000 comprised of
3,105,000 traditional and 360,000 advanced messaging units in
service. Average revenue per direct and indirect unit in service
was $7.09 for traditional and $22.17 for advanced messaging at the
end of the fourth quarter of 2003, representing an increase in
traditional ARPU of $0.03 per unit and a decrease of advanced
messaging ARPU of $2.46 per unit respectively, as compared to the
end of the third quarter of 2003.

Said Kelly, "In addition to significant reductions in operating
expenses, since the beginning of 2003 our financial condition has
strengthened due to the retirement in full of approximately $81.5
million aggregate principal amount of Metrocall's long-term debt
securities and the redemption of $40 million of our series A
preferred stock, including a redemption payment made in January
2004. Following the recently announced $20 million series A
preferred stock redemption, to occur on March 31, 2004, Metrocall
will have made payments representing 95% of the Company's
aggregate debt and preferred stock obligations related to our 2002
reorganization."

Metrocall's operating results include separate results and cash
flows prior to its emergence from bankruptcy on October 8, 2002
(the Predecessor Company), as well as operating results and cash
flows after its emergence from bankruptcy (the Reorganized
Company), reflecting the application of "fresh-start" accounting
that resulted from the Company's Chapter 11 reorganization.
Consequently, and due to other reorganization-related events and
adjustments, the Predecessor Company's financial statements, share
and per share information for the twelve months ended December 31,
2002 are not comparable to the Reorganized Company's financial
statements for the twelve months ended December 31, 2003. In
addition, all share and per share amounts of the Reorganized
Company give effect to the 5 for 1 common stock split effected
through a common stock dividend on October 16, 2003.

               About Metrocall Wireless, Inc.

Metrocall Wireless, Inc., headquartered in Alexandria, Virginia,
is a leading provider of paging products and other wireless
services to business and individual subscribers. In addition to
its reliable, nationwide one-way networks, Metrocall's two-way
network has the largest high-powered terrestrial ReFLEX footprint
in the United States with roaming partners in Canada, Mexico, the
Caribbean, Central and South America. Metrocall Wireless is the
preferred ReFLEX wireless data network provider for many of the
largest telecommunication companies in the United States that
source virtual network services and resell under their own brand
names. In addition to traditional numeric, one-way text and two-
way paging, Metrocall also offers wireless e-mail solutions, as
well as mobile voice and data services through AT&T Wireless and
Nextel. Also, Metrocall offers Integrated Resource Management
Systems with wireless connectivity solutions for medical,
business, government and other campus environments. Metrocall
focuses on the business-to-business marketplace and supports
organizations of all sizes, with a special emphasis on the medical
and government sectors. Metrocall is at http://www.metrocall.com/

The Company filed for chapter 11 protection on June 3, 2002
(Bankr. DE. Case No. 02-11579). Laura Davis Jones, Esq. at
Pachulski Stang  Ziehl Young Jones & Weintraub, PC represented the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $189,297,000 in total
assets and $936,980,000 in total debts.

As previously reported, Metrocall, Inc., and its debtor-affiliates
sought and obtained an extension from the U.S. Bankruptcy Court
for the District of Delaware of their time to file final reports
and to delay automatic entry of a final decree.

This was the Debtors' second request to delay entry of a final
decree.  As reported in the Troubled Company Reporter on September
27, 2002, the Court confirmed the Company's Chapter 11 Plan.
Since then, the Debtors have devoted their time to reviewing and
reconciling approximately 4,300 claims.  The Debtors told the
Court that process is taking longer than expected.

Consequently, the Court extended the deadline for entry of the
final decree in these Chapter 11 Cases, to December 31, 2003.


MIRANT CORP: Proposes Reclamation Claim Procedures
--------------------------------------------------
Consistent with the normal operations of their business, prior to
the Petition Date, the Mirant Corp. Debtors ordered goods from
various vendors on varying credit terms.  These goods are
typically delivered directly to the Debtors, to their storage
facilities or to facilities owned by third parties.  Given the
extension of credit by various vendors, the Debtors are
perpetually in possession of goods for which payment has not been
made at the time of delivery.

John D. Penn, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that under the laws of most states and the Bankruptcy
Code, sellers who ship goods on credit may have the right under
certain circumstances to reclaim the goods.  Before the
commencement of a case under the Bankruptcy Code, reclamation
rights of sellers are governed by state law.  Section 2-702 of
the Uniform Commercial Code allows a seller of goods, upon
discovering that the buyer has received goods on credit while
insolvent, to reclaim the goods upon demand made within 10 days
after the buyer's receipt of the goods.

Upon commencement of a Chapter 11 bankruptcy case, reclamation
rights are governed by Section 546(c) of the Bankruptcy Code,
which provides that sellers, who have sold goods to debtors in
the ordinary course of the seller's business, may reclaim the
goods if (i) the debtor has received the goods while insolvent
and (ii) the seller makes a demand in writing (a) before 10 days
after receipt of the goods by the debtor or (b) if the 10-day
period expires after the commencement of the case, before 20 days
after receipt of the goods by the debtor.  Notwithstanding, a
court may deny reclamation if (i) a seller is granted an
administrative priority claim pursuant to Section 503(b) of the
Bankruptcy Code or (ii) the payment of the seller's claim is
secured by the granting of a lien or a security interest in the
property of the debtor.

Mr. Penn informs the Court that the Debtors received
correspondences from numerous vendors asserting some form of
reclamation.  Through the Notices, the vendors asserted
approximately $3,005,297 in reclamation claims.  Mr. Penn notes
that Oak Mountain Products LLC's $2,031,127 reclamation claim has
already been settled through a Settlement Agreement.

According to Mr. Penn, many of the Notices were received outside
the prescribed time period for making a demand for reclamation
pursuant to Section 546(c).  In addition, other Notices did not
provide sufficient description to put the Debtors on notice of a
reclamation claim.  Nevertheless, the Debtors have undertaken an
effort to examine each Notice and corresponding reclamation claim
in an effort to amicably reconcile any dispute with individual
vendors.  To that end, AlixPartners LLC, the Debtors'
restructuring advisors, undertook a preliminary analysis of each
individual Notices to determine if the elements of Section 546(c)
and Section 2-702 of the Uniform Commercial Code are met.

By this motion, the Debtors ask the Court, pursuant to Sections
105(a) and 546(c), to establish these procedures for the
resolution of reclamation claims against them:

   (a) On or before April 10, 2004, the Debtors will begin to
       implement the Reclamation Procedures by filing with the
       Court and serving, along with a copy of the Reclamation
       Claims Procedure Order, a statement identifying the
       Reclamation Claims of which the Debtors have received
       notice and the Debtors' proposed treatment of the
       Reclamation Claims.  The Notice Statement will contain:

       -- the Claimant;

       -- the amount of the asserted Reclamation Claim;

       -- the address, telephone, and facsimile number to which
          all communications regarding the asserted Reclamation
          Claim will be sent by the Debtors;

       -- the date upon which the Debtors received notice of
          the Reclamation Claim; and

       -- the Debtors' proposed treatment of the Reclamation
          Claim.

       In addition, the Debtors will provide a letter to the
       Claimants listed on the Notice Statement detailing the
       preliminary reclamation analysis, and the Debtors'
       proposed treatment of the Reclamation Claim.  The Debtors
       will serve the Notice Statement upon all parties listed
       on the Notice Statement and upon the Limited Service List;

   (b) On or before May 10, 2004, all persons or entities
       asserting a Reclamation Claim that dispute the proposed
       treatment of their Reclamation Claim contained in the
       Notice Statement must notify the Debtors in writing of
       their dispute of the proposed treatment.  In addition,
       any party or entity that believes it has a Reclamation
       Claim that has been omitted from the Notice Statement
       must send a Notice of Dispute to the Debtors.
       Accompanying the Notice of Dispute, the parties must
       provide the Debtors with all documentation (i) in support
       of the asserted Reclamation Claim and (ii) demonstrating
       that timely notice of the asserted Reclamation Claim was
       provided to the Debtors.  Parties must serve the Notice
       of Dispute and supporting documentation on the Debtors'
       counsel at this address:

           Mark J. Elmore, Esq.
           Haynes and Boone, LLP
           901 Main Street, Suite 3100
           Dallas, Texas 75202
           Telephone: 214 651 5265
           Facsimile: 214 200 0905

   (c) The Debtors will then have until June 10, 2004 to:

       (1) review its business records to determine the validity
           of the facts and circumstances alleged in the Notice
           of Dispute;

       (2) inform the holder of its findings; and

       (3) use its discretion to determine whether the proposed
           allowed amount of each Reclamation Claim should be
           revised, either upward or downward.

       After reviewing the Reclamation Claims in light of the
       additional information provided with the Notice of
       Dispute, the Debtors will file a revised statement
       listing those Reclamation Claims which they believe to
       have been correctly asserted and allowable according to
       applicable law.  The Statement of Reclamation Claims will
       identify (i) the Claimant asserting the Reclamation Claim
       and (ii) the proposed treatment of the Claimant's
       Reclamation Claim.  The Debtors will file the Statement
       of Reclamation Claims with the Court on or before
       June 10, 2004 and will serve the Statement of Reclamation
       Claims upon all persons or entities identified on the
       Statement of Reclamation Claims, the Notice Statement,
       all persons who provided the Debtors' counsel with a
       Notice of Dispute, and the Limited Service List;

   (d) The Debtors will treat the Reclamation Claims in
       accordance with applicable law, including Section
       546(c)(2), in the amount as indicated in the Statement of
       Reclamation Claims.  Accordingly, to the extent proceeds
       exist in the reclamation goods after satisfaction of any
       prior secured claims against such goods, the Debtors
       propose to treat the allowed Reclamation Claims as
       administrative expense claims payable according to the
       terms of a confirmed plan of reorganization after
       considering possible claims and defenses to avoidance
       actions and applying the provisions of Section 502(d) of
       the Bankruptcy Code;

   (e) If a party asserting a Reclamation Claim disagrees with
       any part of the Statement of Reclamation Claims, this
       party will file and serve a written request for judicial
       adjudication of the Reclamation Claim on or before
       July 10, 2004.  The Request for Judicial Resolution must
       allege, with specificity, that its Reclamation Claim
       meets all the requirements for treatment as a valid
       reclamation claim pursuant to applicable state law and
       Section 546(c).  In proposing this reclamation process
       and proposed treatment, the Debtors do not admit or
       concede that they were insolvent;

   (f) After filing the Request for Judicial Resolution, the
       Court will establish a hearing date, which will be used
       to establish discovery procedures and fix trial dates to
       adjudicate the treatment of the Reclamation Claim;

   (g) In the event that a party asserting a Reclamation Claim
       does not file and serve a Request for Judicial Resolution
       prior to July 10, 2004, then the holder of a Reclamation
       Claim will be deemed to have waived any objection to the
       Debtors' proposed treatment of the Reclamation Claim
       described in the Statement of Reclamation Claim.  If a
       Reclamation Claim is not included in the Statement of
       Reclamation Claims or is included as a claim of zero, a
       Claimant failing to file and serve a Request for Judicial
       Resolution would concede that no Reclamation Claim is
       allowable;

   (h) The failure of a party asserting a Reclamation Claim
       materially to comply with these procedures will
       constitute a waiver of the party's right to object to the
       proposed determination of the Reclamation Claim as set
       forth in the Debtors' Statement of Reclamation Claim,
       unless the Court orders otherwise;

   (i) If a person or entity asserting a Reclamation Claim (i)
       fails to submit a timely Notice of Dispute, or (ii)
       submits a Notice of Dispute but thereafter fails to file
       and serve a timely Request for Judicial Resolution, this
       party will be bound by the Debtors' determination of the
       Claimant's Reclamation Claim as set forth in the Debtors'
       Statement of Reclamation Claims with respect thereto; and

   (j) The Court will retain jurisdiction over the Debtors and
       the holders of Reclamation Claims with respect to any
       matter, claims, rights, or disputes arising from or
       related to the Reclamation Claims or the Reclamation
       Procedures, including, without limitation, its
       implementation.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect  
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 26; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MODELWIRE INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: ModelWire Inc.
        594 Broadway, Suite 510
        New York, NY 10012

Bankruptcy Case No.: 04-11724

Type of Business: The Debtor is a software development company
                  engaged in providing collaborative software
                  products and applications designed to automate
                  the selection of, and bookings for professional
                  fashion models. See
                  http://www.modelwire.com/

Chapter 11 Petition Date: March 15, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Kevin J. Nash, Esq.
                  Finkel Goldstein Berzow Rosenbloom Nash
                  26 Broadway, Suite 711
                  New York, NY 10004
                  Tel: 212-344-2929
                  Fax: 212-422-6836

Total Assets: $1,670,463

Total Debts:  $4,535,446

Debtor's 20 Largest Unsecured Creditors:

Entity                                        Claim Amount
------                                        ------------
Bingham Dana                                      $107,124

Frankfurt, Garbus, Klein & Sulz                    $62,240

Salans Hertzfield & Heilbronn Bruno Gregoire       $54,303

BEA Systems                                        $50,595

Madge Web                                          $45,767

594 Broadway Associates LLC                        $35,047

Jean Charles Chouraqui                             $30,480

Paul Ahern                                         $26,345

Guardian                                           $18,550

NYS Department of Taxation & Finance               $18,359

Newton Law                                         $17,975

McGladrey & Pullen, LLP                            $16,054

EasyLink Services                                   $7,969

Athens Group                                        $7,692

La Micela                                           $6,279

Guardian Life                                       $5,650

Globix Corporation                                  $4,784

Richard DeVore                                      $4,275

Morris & Foster LLP                                 $4,180

T-Mobile                                            $4,006


NATIONAL BENEVOLENT: Wants to Hire Ordinary Course Professionals
----------------------------------------------------------------
The National Benevolent Association of the Christian Church and
its debtor-affiliates ask the U.S. Bankruptcy Court for the
Western District of Texas, San Antonio Division, for permission to
continue employing the professionals they turn to in the ordinary
course of their businesses.

The Debtors tell the court that they require the ordinary course
professionals to render services to the estates similar to those
rendered prior to the Petition Date.

The services of the Ordinary Course Professionals include:

   a) tax preparation and other tax advisory services;

   b) legal services with regard to

        (i) routine litigation,
       (ii) collection matters,
      (iii) reimbursement and regulatory matters,
       (iv) government investigations,
        (v) acquisitions, divestitures, and other corporate
            matters, and
       (vi) real estate issues; and

   c) other matters requiring the expertise and assistance of
      professionals.

The Debtors point out that it is impractical and inefficient for
them to submit individual applications and proposed retention
orders for each such professional.  

Consequently, the Debtors propose that they be permitted to pay,
without a formal application to the Court, 100% of the fees and
expenses of any Ordinary Course Professional upon the submission
of an appropriate invoice setting forth in reasonable detail the
nature of the services rendered and expenses actually incurred.  
Provided, however, that if any professional's fees and expenses
exceed a total of $50,000 per month on average, over a rolling
six-month period, will be subject to the prior approval of the
Court.

It is essential that the employment of the Ordinary Course
Professionals, who are already familiar with the Debtors' affairs,
be continued on an ongoing basis to enable them to conduct,
without disruption, their ordinary business affairs.

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


NATIONAL CENTURY: Creditors Have Until March 31 to Change Votes
---------------------------------------------------------------
After filing the Plan exhibits, the National Century Debtors
determined to make significant revisions to the Retained Actions
Exhibit, which contains a non-exclusive list of claims that the
Debtors are retaining against third parties for prosecution after
the Plan is confirmed and becomes effective.  Charles M.
Oellermann, Esq., at Jones Day Reavis & Pogue, in Columbus, Ohio,
reports that on February 10, 2004, the Debtors filed and served on
a large number of parties an amended version of the Retained
Actions Exhibit.

The Debtors believe that some creditors' decisions to vote to
accept or reject the Plan may be impacted by the revisions made
to the Retained Actions Exhibit.  Hence, the Debtors want to give
creditors that previously voted on the Plan prior to the Voting
Deadline the opportunity to change their votes after receiving
the amended Retained Actions Exhibit.  In particular, the Debtors
will enclose with the Amended Exhibit Notice being sent to Voting
Creditors a form allowing each creditor to change its previously
cast vote to accept or reject the Plan.  

At the Debtors' request, the Court approves the Amended Exhibit
Notice, the Retained Actions Exhibit and the Vote Change Form.

With the Court's consent, the Debtors served the Amended Exhibit
Notice, the Retained Actions Exhibit and the Vote Change Form.  
To change a prior vote to accept or reject the Plan, all Vote
Change Forms must be properly executed, completed and delivered
to the Debtors' counsel either by mail in the return envelope
provided with each Vote Change Form, overnight courier or
personal delivery so that, in each case, they are received by
Jones Day no later than 5:00 p.m., Eastern Time, on March 31,
2004.

The Court also orders that the same solicitation and tabulation
procedures set forth in the Disclosure Statement Order will be
utilized in connection with the tabulation of decisions by
creditors, as reflected on Vote Change Forms, to change their
votes on the Plan.

The deadline for filing objections to the confirmation of the
Plan will be extended, but solely as to objections involving the
Debtors' amendments to the Retained Actions Exhibit.  The
objections must be in writing, state the name and address of the
objecting party and the nature of the claim or interest of the
party, state with particularity the basis and nature of the
objection, and be filed with the Court and served so that they
are received no later than 4:00 p.m., Eastern Time, on March 31,
2004.  

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)


NATIONAL STEEL: Reaches Pact Settling Mizuho Global's Claims
------------------------------------------------------------
Mizuho Global, Ltd. alleges that prior to the Petition Date, on
March 10, 1997, The Fuji Bank and Trust Company had made an
unsecured loan to ProCoil Corporation evidenced by a promissory
note in the original principal amount of $3,250,000 and
guaranteed by National Steel Corporation in favor of The Fuji
Bank.

Mizuho Global further alleges that on March 2, 1998, the Loan,
the Guarantee and all related documents were assigned by The Fuji
Bank to The Fuji Bank, Limited, New York Branch.  On April 1,
2002, The Fuji Bank-New York changed its name to Mizuho Corporate
Bank, Ltd.

Mizuho Corporate filed a timely proof of claim against ProCoil on
August 8, 2002 with respect to ProCoil's primary liability
aggregating to $2,333,248.  Mizuho Corporate also filed a timely
proof of claim against NSC asserting a contingent, unliquidated
claim pursuant to the Guarantee.

Mizuho Global states that pursuant to a certain Assignment and
Acceptance, dated as of July 23, 2003, Mizuho Corporate sold to
Mizuho Global all of its rights, title and interest in the
ProCoil and NSC Claims.

The NSC Proof of Claim had been indexed against a New York
corporation with the identical name "National Steel Corporation"
in Case No. 02-08738, which should have been indexed under Case
No. 02-08699.  Accordingly, on October 8, 2003, Mizuho Global
amended the NSC Proof of Claim to cause it to be indexed against
NSC in the proper case number.

On November 7, 2003, the Debtors sought to disallow and expunge
Mizuho Corporate's Claim No. 3716 as a "duplicate claim for a
single liability."  Mizuho Global asserts that Claim No. 3716 is
not a duplicate of Claim No. 3717.  Rather, it is the contingent,
unliquidated claim of Mizuho Global against NSC that arises from
NSC's liability as guarantor of the Loan.

The Debtors and Mizuho Global seek to clarify the disposition of
the Claims.  In a Court-approved stipulation, the parties agree
that:

   (a) Claim No. 3716 is reclassified as having been filed
       against NSC in Case No. 02-08699.  Mizuho Global
       acknowledges and agrees that it does not have any claim
       against NSC - New York.  Claim No. 5438 filed on
       October 8, 2003 is withdrawn; and

   (b) The Debtors acknowledge and agree that each of the Proofs
       of Claim for the ProCoil Claim and the NSC Claim was
       timely filed and therefore waive any rights they have to
       object to these Claims on the grounds that either or both
       is time-barred. (National Steel Bankruptcy News, Issue No.
       45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL WASTE: Section 341(a) Meeting Slated for April 9
---------------------------------------------------------
The United States Trustee will convene a meeting of National Waste
Services of Virginia, Inc.'s creditors at 10:00 a.m., on April 9,
2004, at the J. Caleb Boggs Federal Building, Room 2112, 2nd
Floor, 844 King Street, Wilmington, Delaware 19801.  This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

Headquartered in Little Creek, Delaware, National Waste Services
of Virginia, Inc. -- http://www.natwaste.com/-- collects,  
processes and disposes solid non-hazardous waste and recycling
materials.  The Company filed for chapter 11 protection on March
4, 2004 (Bankr. Del. Case No. 04-10709). Michael Gregory Wilson,
Esq., at Hunton & Williams represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated debts and assets of over $10
million each.


NATIONSRENT: Court Waives Rule 3007-1(f) for Creditor Trustee
-------------------------------------------------------------
Ashley B. Stitzer, Esq., at The Bayard Firm, in Wilmington,
Delaware, relates that as a result of Perry Mandarino's efforts,
as the Creditor Trust Trustee for NationsRent's Chapter 11 cases,
claims totaling more than $2,100,000,000 have been expunged by
mutual agreement between him and various claimants.  Based on his
review of the Class C-4 Claims, the Creditor Trustee anticipates
that approximately 600 claims will be objected on substantive
grounds.  Pursuant to the Confirmed Plan, the Creditor Trust is
authorized to prosecute any objections to Class C-4 Claims.  Thus,
the Creditor Trustee expects to file four substantive omnibus
objections to claims.  

Currently, the Reorganized Debtors are in the process of
reclassifying certain Class C-4 Claims.  Towards that end, the
Reorganized Debtors informed Mr. Mandarino that they also intend
to file two substantive omnibus objections.

Ms. Stitzer points out that Rule 3007-1(f)(i) and (ii) of the
Local Rules of Practice and Procedure of the United States
Bankruptcy Court for the District of Delaware provides that,
unless otherwise ordered by the Court, each substantive omnibus
objection to claims will be limited to no more than 150 claims
and in each calendar month, no more than two substantive
objections may be filed.  Mr. Mandarino asserts that in order for
him and the Debtors to complete the claims objection process, it
will be necessary for approximately four substantive omnibus
objections to claims to be filed in the months of February and
March 2004.

Accordingly, Mr. Mandarino sought and obtained a Court order:

   (a) setting aside the requirements of Local Rule 3007-1(f)(i)
       and (ii); and

   (b) allowing him and the Reorganized Debtors to each file two    
       substantive omnibus objections to claims in the months of
       February and March 2004. (NationsRent Bankruptcy News,
       Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-
       7000)


NEWKIDCO LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: NewKidCo, LLC
        250 West 57th Street
        New York, New York 10107

Bankruptcy Case No.: 04-11776

Type of Business: The Debtor publishes and markets interactive
                  entertainment based on well-known licensed
                  characters with worldwide appeal. See
                  http://www.newkidco.com/

Chapter 11 Petition Date: March 16, 2004

Court: Southern District of New York (Manhattan)

Debtor's Counsel: David M. Bass, Esq.
                  Herrick, Feinstein LLP
                  2 Park Avenue
                  New York, NY 10016
                  Tel: 212-592-1400
                  Fax: 212-592-1500

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Universal Studios Licensing, Inc.        $4,640,000
100 Universal City Plaza;
Building 1440;
Universal City, CA 91608

Saffire Corporation                      $1,694,500
734 East Utah Valley Drive
American Fork, UT 84003

Zed Two Limited                          $1,279,000
Portland Chambers; 133
Portland Street
Manchester, United Kingdom
Canada

Warthog Games Limited                    $1,137,500
10 Eden Place
Cheadle, Cheshire SK8 1AT
Canada

VIS Entertainment, PLC                   $1,000,000
Seabraes; Perth Road
Dundee, Scotland DD1 4LN
Canada

Handheld Games, LLC                        $647,500
16000 Bothell Everett Highway, Ste 200
Mill Creek, WA 98201

Little League Baseball Incorporated        $625,000
Route 15
Williamsport, PA 17702

MTV Networks                               $610,966
Ancillary Sales; PO Box 13801
Newark, NJ 07188

Cinegroup Interactive                      $422,383
1010 Rue Sainte-Catherine Est
Montreal, Quebec H2L 2G3
Canada

Sesame Workshop                            $271,625
1 Lincoln Plaza
New York, NY 10023

Digital Eclipse Software, Inc.             $182,716

TLC Multimedia, LLC                        $180,000

Dr. Seuss Enterprises, L.P.                $153,000

Game Titan, LLC                            $150,000

Handheld Games, Inc.                       $125,000

DC Studios, Inc.                           $122,500

JayMar Marketing                           $120,047

Fillpoint, Inc.                            $104,488

Sports Illustrated for Kids                 $81,345

Transcap Trade Finance                      $72,500


NORTEL: Appoints Interim Chief Financial Officer and Controller
---------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) announced the
appointments of William Kerr as Chief Financial Officer on an
interim basis and MaryAnne Pahapill as Controller on an interim
basis. The appointments are effective immediately.

Douglas Beatty, the Company's incumbent Chief Financial Officer,
and Michael Gollogly, the incumbent Controller, have been placed
on paid leave of absence pending completion of the independent
review being undertaken by the Nortel Networks Audit Committee.

The independent review is examining the circumstances leading to
the restatement of Nortel Networks financial statements, which
was announced in October 2003. The Company announced on March 10,
2004 that as a result of the work done to date in connection with
the independent review, Nortel Networks believes it is likely
that it will need to revise its previously announced unaudited
results for the year ended December 31, 2003, and the results
reported in certain of its quarterly reports for 2003, and to
restate its previously filed financial results for one or more
earlier periods.

Mr. Kerr originally joined Nortel Networks in 1994 as Controller.
Before leaving Nortel Networks in 2001, he held a number of
senior positions in the Company's Finance organization including
Senior Vice-President, Finance and Treasurer and Senior
Vice-President, Corporate Business Development.

Since joining Nortel Networks in 1999, Ms. Pahapill has held a
number of positions in the Company's Finance organization
including Assistant Controller and, most recently, Assistant
Treasurer.

Mr. Kerr and Ms. Pahapill have also been appointed Chief
Financial Officer and Controller, respectively, on an interim
basis, of Nortel Networks Limited, the Company's principal
operating subsidiary.

The Company also announced that it and Nortel Networks Limited
will each be filing today with the U.S. Securities and Exchange
Commission a Form 12b-25 Notification of Late Filing relating to
the previously announced delay in the filing of their respective
annual reports on Form 10-K for the period ended December 31,
2003, which delay will extend beyond March 30, 2004.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The Company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Wireless Networks, Wireline
Networks, Enterprise Networks, and Optical Networks. As a global
company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found on
the Web at http://www.nortelnetworks.com/  

                         *   *   *

Standard & Poor's Rating Services placed its 'B' long-term
corporate credit, senior secured debt, and other ratings on
telecom equipment supplier, Brampton, Ontario-based Nortel
Networks Ltd. on CreditWatch with negative implications.

"The CreditWatch placement follows the announcement by parent
Nortel Networks Corp. that it, and Nortel Networks Ltd.
(collectively Nortel Networks), will need to delay the filing of
its Form 10-K for the year-ended Dec. 31, 2003, with the U.S.
Securities and Exchange Commission," said Standard & Poor's credit
analyst Joe Morin. In addition, Nortel Networks will likely have
to revise its previously reported unaudited results for the year-
ended Dec. 31, 2003, and might have to restate previously filed
financial results.

As a result, Nortel Networks will not likely be in compliance with
the requirements under its public indentures, Export Development
Canada (EDC) support facility, and its credit facilities to
deliver their SEC filings. The inability of Nortel Networks to
meet these requirements results in near-term uncertainties.
Failure to meet SEC filings within the allowable cure periods
under the indentures or credit facilities could result in a
lowering of the ratings. Inability to obtain a temporary waiver
from EDC could result in additional uncertainties, which in turn
could result in a lowering of the ratings. Finally, the ratings
could also be lowered if Nortel Networks further revises, or
restates financials results, which result in a materially weakened
financial profile.


NORTHWESTERN CORPORATION: 2003 Loss Decreases to $128.7 Million
---------------------------------------------------------------
NorthWestern Corporation (Pink Sheets: NTHWQ) reported financial
results for 2003 and filed the Company's Annual Report on Form 10-
K with the Securities and Exchange Commission.

On Sept. 14, 2003, NorthWestern filed a voluntary petition for
relief under Chapter 11 of the Federal Bankruptcy Code in the
United States Bankruptcy Court for the District of Delaware under
case number 03- 12872. The Company's subsidiaries, including
Netexit, Inc., formerly Expanets, Inc., and Blue Dot Services
Inc., are not party to the Chapter 11 case. Pursuant to the
Chapter 11 filing, NorthWestern retains control of its assets and
is authorized to operate its business as a debtor-in-possession
while being subject to the jurisdiction of the Bankruptcy Court.
The Company's consolidated financial statements have been prepared
in accordance with the American Institute of Certified Public
Accountants Statement of Position (SOP) 90-7, Financial Reporting
by Entities in Reorganization Under the Bankruptcy Code. Under SOP
90-7, certain liabilities existing prior to the Chapter 11 filing
are classified as liabilities subject to compromise. In addition,
the extent to which reported interest expense differs from the
contractual rate of interest is disclosed in the Company's
Consolidated Statements of Loss.

          Consolidated Financial Results and Liquidity

Consolidated losses on common stock in 2003 were $128.7 million,
compared with consolidated losses on common stock of $892.9
million in 2002. The decrease is primarily due to impairment and
other charges of $878.5 million in 2002 and decreased losses after
impairment and other charges from the Company's discontinued
communications segment of approximately $32 million in 2003.
However, results were adversely affected by a $31 million increase
in operating expenses in 2003, primarily due to increased legal
and other professional fees related to the Company's
reorganization efforts and Chapter 11 bankruptcy filing, along
with a $49.6 million increase in interest expense.

Revenues from continuing operations in 2003 were $1.03 billion,
compared with $783.7 million in 2002. Revenues in 2003 included 12
full months of Montana utility operations while results for 2002
included only 11 months of Montana utility operations. In
addition, revenues also increased during 2003 due to higher
recovered purchased energy costs and increased retail and
wholesale electricity and natural gas sales volumes.

As of Dec. 31, 2003, cash and cash equivalents were $15.2 million,
compared with $26.6 million as of Dec. 31, 2002. Cash flows used
in continuing operations during 2003 were $105.7 million, compared
with cash provided by continuing operations of $125.6 million
during 2002. NorthWestern continues to maintain access of up to
$85 million in debtor-in-possession (DIP) financing provided by
Bank One, N.A. As of March 13, 2004, no borrowings have been made
on the facility. However, the Company had issued letters of credit
of $15.2 million against the facility as of Dec. 31, 2003. The DIP
facility expires on Sept. 12, 2004.

          Results from Continuing Utility Operations

NorthWestern's electric and natural gas utility operations
reported 2003 operating income of $144.4 million, compared with
operating income of $143.6 million in 2002. Operating income from
electric operations in 2003 was $121.4 million, an increase of
10.6 percent, compared with $109.7 million in 2002. The increase
was due primarily to the inclusion in 2003 of 12 months of Montana
operations as compared with 11 months in 2002 and increased
margins in 2003. Operating income from natural gas operations in
2003 was $23.0 million, compared with operating income of $33.9
million in 2002. While the inclusion of January 2003 results from
Montana operations contributed $6.4 million in increased operating
income in 2003, it was offset by the Montana Public Service
Commission's disallowance of $6.2 million in gas supply costs and
an increase to the Company's environmental reserves.

Electric revenues for 2003 were $673.1 million, a 26.1 percent
increase from revenues of $533.9 million in 2002. The increase in
revenues was due to the inclusion in 2003 of 12 months of Montana
operations compared with 11 months in 2002, which contributed
$47.8 million. In addition, revenues from February through
December 2003 increased approximately $91.3 million, compared with
the same period in 2002, due to an $80.2 million increase in
revenues recovered for purchase power supply costs, which are
reflected in the Company's cost of sales and have no margin
impact. Revenues also increased $10.8 million in 2003 due to a 3.8
percent increase in retail volumes and the addition of Montana
customers that moved back to NorthWestern as the default supplier
from customer choice. Wholesale revenues increased $1.8 million in
2003 due to a 0.7 percent increase in wholesale volumes and higher
wholesale prices. This increase was offset by a $1.4 million
decrease in wholesale revenue in 2003 due to Montana choice
customers moving back to NorthWestern as the default supplier.

Natural gas revenues during 2003 were $344.8 million, an increase
of 43.8 percent, compared with $239.8 million in 2002. The
increase was due to the inclusion in 2003 of January operating
results from Montana operations which contributed $20.4 million.
Revenues for February through December 2003 increased $84.6
million, compared with the same period in 2002 due in part to a
$25.3 million increase in gas supply costs, which are reflected in
the cost of sales and have no impact on gross margins. Also
contributing to this increase was a $59.9 million increase in
wholesale and retail revenues. Wholesale revenues increased in
2003 due to a 10.0 percent increase in volumes resulting from the
addition of new ethanol plant customers and higher natural gas
prices.

Electric volumes in 2003 totaled approximately 10.1 million
megawatt hours, an increase of 3.2 percent, compared with volumes
of approximately 9.8 million megawatt hours in 2002. The increase
was due primarily to the inclusion of January results from Montana
operations in 2003, which were excluded in 2002 and the return of
Montana choice customers to NorthWestern as the default supplier.

Natural gas volumes totaled approximately 36.4 million dekatherms
in 2003, an increase of 1.7 percent, compared with volumes of
approximately 35.8 million dekatherms in 2002. The increase was
due primarily to January 2003 results from Montana operations,
which were excluded in 2002, and a 10.0 percent increase in
wholesale volumes in 2003 from new ethanol plant customers.

                         Asset Sales

On Nov. 25, 2003, Expanets closed on the sale of substantially all
of the assets and business of Expanets to Avaya, Inc. and retained
certain specified liabilities. Thereafter, Expanets was renamed
Netexit, Inc., which will continue as a nonoperating company until
its affairs can be wound down. Among the terms of the agreement,
Avaya paid Netexit cash of approximately $50.8 million and assumed
debt of approximately $38.1 million, and approximately $14.5
million of the purchase price was set aside to satisfy certain
liabilities that were not assumed by Avaya, and certain
indemnification obligations of Netexit. Avaya also reduced cash
paid at closing by approximately $44.6 million as a working
capital adjustment, pending the determination of a final closing
balance sheet. On Feb. 24, 2004, Avaya submitted its proposed
final calculation of the working capital adjustment asserting that
there was a holdback amount plus an additional $4.2 million.
Netexit disputes this calculation and believes that pursuant to
the terms of the asset purchase agreement, Netexit is owed
additional cash ranging from $10 to $20 million resulting in
potential net cash proceeds to Netexit of $60.8 million to $70.8
million. The dispute over the working capital adjustment is
subject to an arbitration process, which is expected to be decided
in May 2004. If Netexit cannot wind down its affairs in an orderly
manner pursuant to applicable provisions of Delaware law, it may
be forced to file bankruptcy. NorthWestern has recognized an
estimated loss on disposal of approximately $49.3 million based on
the terms of the sale and the expected amount to be received from
Avaya. An additional loss may arise based on the results of the
arbitration process.

Blue Dot has sold 48 businesses during 2003, repaid its credit
facility from sales proceeds and terminated the facility. As of
Dec. 31, 2003, Blue Dot had 14 remaining businesses and has
subsequently sold an additional six businesses as of March 1,
2004. Blue Dot anticipates selling substantially all of the
remaining businesses by June 30, 2004. NorthWestern hopes to
receive in excess of $15 million in cash proceeds from Blue Dot
during the liquidation of operations, assuming the remaining
businesses sold produce their projected proceeds and there is
successful resolution of insurance matters and remaining
obligations.

                    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: Engages Thomassen Amcot as Nelson Asset Broker
----------------------------------------------------------
In October 2003, Debtors LSP-Nelson Energy, LLC and NRG Nelson
Turbines LLC consulted with the NRG financial advisors in an
effort to evaluate the Nelson Entities' investment in the Nelson
Assets.  After extensive analysis, the Debtors determined that
the sale of the Nelson Assets on an individual basis will yield a
higher recovery for their estates than if the Nelson Project was
sold as a whole.  Accordingly, the Debtors entered into
negotiations to retain Thomassen Amcot International LLC as their
brokers for the limited purpose of selling the Nelson Assets.  

The salient provisions of the Agreement are:

A. Services

   Thomassen will strategically target specific segments of the
   market to identify potential purchasers and negotiate the sale
   of the Nelson Assets with the purchasers on the Debtors'
   behalf.  Thomassen's experience will provide the Debtors with
   the best opportunity for complete market coverage and value
   maximization for the Nelson Assets.

B. Compensation

   Thomassen will receive a fee of 3% of the gross sale price
   for all of the Nelson Assets sold.  With respect to a sale of
   any of the Nelson Assets to any of the pre-existing buyers,
   Thomassen will receive a fee of 1% of the gross sale price for
   the asset.  Thomassen will cover the cost of its own expenses
   for any and all Sales of the Nelson Assets.

C. Term

   The Agreement will remain in effect for a period of 90 days
   after the Court's approval, at which time the Agreement may be
   renewable by mutual agreement of the Debtors and Thomassen for
   an additional 90 days.

The Debtors believe that Thomassen possesses the necessary skills
and experience to perform the services required under the
Agreement.  Thomassen has begun to identify various potential
strategic and financial buyers selected on the basis of a variety
of factors, including perceived interest in the Nelson Assets,
familiarity with the Debtors' industry and financial ability to
consummate a sale transaction with the Debtors.

Thus, the Debtors seek the Court's authority to hire Thomassen as
Brokers, in connection with the sale of the Nelson Assets.

Richard Williamson, President of Thomassen, assures the Court
that Thomassen does not hold or represent any interest adverse to
the Debtors' estates and is a "disinterested person" as defined
under Section 101(14) of the Bankruptcy Code. (NRG Energy
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


OSPREY COURT INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Osprey Court, Inc.
        dba Olde Silver Tavern
        149 Freehold Road
        Manalapan, New Jersey 07726-3403

Bankruptcy Case No.: 04-18725

Type of Business: The Debtor owns a bar and restaurant known as
                  The Olde Silver Tavern.

Chapter 11 Petition Date: March 15, 2004

Court: District of New Jersey (Trenton)

Debtor's Counsel: Peter Broege, Esq.
                  Broege, Neumann, Fischer & Shaver
                  25 Abe Voorhees Drive
                  Manasquan, NJ 08736
                  Tel: 732-223-8484

Total Assets: $1,055,000

Total Debts:  $1,445,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
U.S. Foodservice              Trade debt                 $30,000

Sysco Food Service Metro NY   Trade debt                 $22,821

Excellent Meats               Trade debt                  $5,000

George P. Spodak Meats        Trade debt                  $5,000

Lusty Lobster, Inc.           Trade debt                  $4,000

Citi Business Card            Credit Card                 $3,525

R. Manzetti Foods, Inc.       Trade debt                  $3,000

Crown Beer Dist.              Trade debt                  $3,000

North Fork Bank               Trade debt                  $2,900

Talco Business Systems        Trade debt                  $2,700

F and A Dist.                 Trade debt                  $2,500

Paramount Paper & Plastic     Trade debt                  $2,500

Shore Point Distributors      Trade debt                  $2,300

Krohn Refrigeration           Services Rendered           $2,200

Federal Wine & Liquor Co.     Trade debt                  $2,000

Asbury Syrup                  Trade debt                  $2,000

Brooks Seafood Dist.          Trade debt                  $2,000

Point Pleasant Distributors   Trade debt                  $1,500

Hav-A-Cup Beverage            Trade debt                  $1,500

Ecolab                        Trade debt                  $1,500


OWENS CORNING: Panel Turns to Edward Sider for Asbestos Advice
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Owens Corning Debtors' Chapter 11 cases seeks to retain Lee
Edward Sider, M.D., as asbestos medical consultant, nunc pro tunc
to December 2, 2003, to advise the Commercial Committee on issues
related to radiology and the use of x-rays in asbestos-related
disease and impairment.

Dr. Sider is an asbestos medical consultant specializing in
radiology.  He has extensive and diverse experience, knowledge
and reputation in the field of radiology, especially with regard
to his experience as a "B-reader" of x-rays related to asbestos-
related disease and impairments.  Dr. Sider wrote medical journal
articles concerning the use of x-rays in determining asbestos-
related disease and impairment.  Dr. Sider has been a board-
certified radiologist for 20 years and a certified B-reader of x-
rays for 18 years.

According to William H. Sudell, Jr., Esq., at Morris, Nichols,
Arsht & Tunnel, in Wilmington, Delaware, as consultant, Dr. Sider
will be:

   (1) advising on issues related to radiology;

   (2) providing advice related to the use of x-rays in asbestos-
       related disease and impairment;

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

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

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

   (6) performing any other necessary services as the Commercial
       Committee may request from time to time with respect to
       any asbestos-related issue.

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

Dr. Sider will be compensated for services rendered at $450 per
hour.  This does not include out-of-pocket expenses like travel,
long distance telephone calls, messenger service, express mail,
bulk mailing, photocopies, or entertainment.  These expenses are
billed at cost in addition to the hourly rate.  This compensation
arrangement is consistent with and typical of the arrangements
entered into by Dr. Sider regarding the provision of similar
services for clients like the Commercial Committee.

Dr. Sider 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 estates for the matters
       for which he is to be employed; and

   (2) he has no connection to the Debtors, their creditors and
       their related parties.

Dr. Sider 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.
Sider will supplement his disclosure with the Court.

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


PANTRY INC: Obtains New $415MM Senior Secured Credit Facilities
---------------------------------------------------------------
The Pantry, Inc. (NASDAQ: PTRY), the leading independently
operated convenience store chain in the southeastern United
States, has closed on $415 million in new senior secured credit
facilities, the final step in a comprehensive refinancing
initiative launched last month. The new credit facilities,
together with a recent private placement of $250 million in 10-
year Senior Subordinated Notes, replace virtually all of the
Company's previous debt with longer-term obligations at
significantly reduced interest rates, providing a capital
structure that complements its long-term growth strategy.

President and Chief Executive Officer Peter J. Sodini commented,
"We are very pleased to complete this new bank agreement and the
overall restructuring of our long-term debt, which began with our
successful bond offering in February. On a pro forma basis for
fiscal 2004, these transactions would have reduced our annual
interest expense by approximately $12 million, or $0.36 per share.
We expect to realize actual savings of approximately half that
amount in the second half of our current fiscal year. Beyond the
benefits to our earnings, the transactions also have significantly
increased our working capital line, extended the Company's debt
maturities, and reduced our required annual principal payments.
The combination of lower interest expense and reduced principal
payments has substantially increased our projected free cash flow
and enhanced our flexibility to pursue our growth strategies."

The new credit facilities consist of a $345 million term loan
maturing in 2011 and a $70 million revolving credit facility
maturing in 2010. The new term loan effectively replaces $379
million of term loans that were scheduled to mature in 2007, and
has an average interest rate approximately 250 basis points lower
than the previous term loans. The new revolving credit facility,
increased in size from the Company's previous $56 million
revolver, also carries substantially lower interest rates. It will
be available as needed for working capital and other corporate
purposes. Wachovia Capital Markets, LLC and Credit Suisse First
Boston were co-lead arrangers and joint book managers for the
senior debt syndication. Additional details are available in the
credit agreement, which will be filed on a Form 8-K with the
Securities and Exchange Commission this week.

As previously announced, the Company recently completed the sale
of $250 million in new 7.75% Senior Subordinated Notes due 2014 in
a private placement offering. Upon completion of that offering,
the Company called for redemption its $200 million in outstanding
10 1/4% Senior Subordinated Notes, which were due to mature in
2007.

The Pantry's upcoming reported financial results for its second
fiscal quarter ending March 25, 2004 will include unusual pre-tax
expenses of approximately $23.3 million, or $0.70 per share,
related to these refinancing transactions, of which $11.9 million
are non-cash charges. These expenses include the prepayment
penalty on the outstanding bonds and the write-off of deferred
financing costs and unamortized original issue discounts. In
addition, the Company will incur duplicate interest expense on the
two bond issues for the one-month period that both are outstanding
of approximately $1.7 million, or $0.05 per share.

The Pantry, Inc. expects to release second quarter results on
Thursday, April 22, 2004, and will host a conference call at 10:00
a.m. Eastern Daylight Time for interested parties. Additional
details and information regarding a live internet broadcast of the
second quarter earnings conference call will be released in
advance of the event.

                    About The Pantry

Headquartered in Sanford, North Carolina, The Pantry, Inc. is the
leading independently operated convenience store chain in the
southeastern United States and one of the largest independently
operated convenience store chains in the country, with net sales
for fiscal 2003 of approximately $2.8 billion. As of March 12,
2004, the Company operated 1,380 stores in ten states under a
number of banners including The Pantryr, Kangaroo Expressr, Golden
Gallonr and Lil Champ Food Storer. The Pantry's stores offer a
broad selection of merchandise, as well as gasoline and other
ancillary services designed to appeal to the convenience needs of
its customers.

As reported in the Troubled Company Reporter's February 16, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating and a recovery rating of '4' to The Pantry Inc.'s amended
and restated $440 million bank facility. The facility is secured
by a first-priority lien on substantially all of the company's
assets, as  well as a first priority pledge of subsidiaries'
capital stock.  The bank loan is rated at the same level as the
corporate credit rating; this and the '4' recovery rating indicate
the expectation of a marginal (25%-50%) recovery of principal in
the event of a default. In addition, a rating of 'B-' was assigned
to The Pantry's proposed offering (under Rule 144a with future
registration rights) of $225 million senior subordinated notes due
2014.

Outstanding ratings on the company, including the 'B+' corporate
credit rating, were affirmed. The outlook is stable.

"The ratings reflect The Pantry's participation in the competitive
and highly fragmented convenience store industry, significant
exposure to the volatility of gasoline prices, and market
concentrations in resort communities and in the Southeastern U.S.,
in which economic slowdowns can impact operations," said Standard
& Poor's credit analyst Gerald Hirschberg. The company is also
highly leveraged, and cash flow available for interest is
relatively thin. These risks are somewhat mitigated by the
company's leading position in the industry and a less aggressive
expansion strategy over the next two years, which should allow the
company to reduce debt levels.


PARMALAT GROUP: Finalizes Eur105.8 Million Unicredit-Led Financing
----------------------------------------------------------------
Parmalat Finanziaria SpA, under |  Parmalat Finanziaria SpA, in
Extraordinary Administration,   |  Amministrazione Straordinaria,
communicates that the contract  |  comunica che oggi a Milano e
relating to a financing for a   |  stato stipulato il contratto
total of Euros 105.8 million in |  di finanziamento per
favor of Parmalat SpA, under    |  complessivi Euro 105,8 milioni
Extraordinary Administration,   |  a favore di Parmalat SpA in
has been finalized in Milan     |  Amministrazione Straordinaria.

               12-Month Loan From 21 Italian Banks

The financing, for a maximum    |       Il finanziamento, di
duration of twelve months, is   |  durata massima di 12 mesi, e
divided into two tranches:      |  suddiviso in due tranche:
                                |
   -- the first, for an amount  |     -- la prima di Euro 52,4
      of Euros 52.4 million, is |        milioni sara erogata
      in the form of a current  |        sotto forma di scoperto
      account overdraft, and    |        di conto corrente,
                                |
   -- the second, for an amount |     -- mentre la seconda di
      of Euros 53.4 million, is |        Euro 53,4 milioni sotto
      issued against advanced   |        forma di anticipi su
      trade receivables.        |        fatture.
                                |
     The following banks are    |       Al finanziamento
participating in the financing: |  partecipano le seguenti
                                |  banche:

    (1) Banca di Roma SpA
    (2) Banca Intesa SpA
    (3) Cassa di Risparmio di Parma e Piacenza SpA
    (4) Sanpaolo IMI SpA
    (5) Banca Monte dei Paschi di Siena SpA
    (6) Unicredit Banca d'Impresa SpA
    (7) Banca Popolare di Lodi Scrl
    (8) Banca Nazionale del Lavoro SpA
    (9) Banca Popolare dell'Emilia Romagna SpA
   (10) Banca Popolare di Bergamo SpA
   (11) Deutsche Bank SpA
   (12) Banco di Brescia San Paolo CAB SpA
   (13) Banca Popolare di Milano Scrl
   (14) Banca Antoniana Popolare Veneta SpA
   (15) Banca delle Marche SpA
   (16) Banca Carige SpA - Cassa di Risparmio di Genova e Imperia
   (17) Banca Popolare Etruria e Lazio Scrl
   (18) Banca Monte Parma SpA
   (19) Banca CR Firenze SpA
   (20) BIPOP Carire SpA

     Unicredit Banca d'Impresa  |       Unicredit Banca d'Impresa
SpA is acting as Agent Bank.    |  SpA svolge il ruolo di Banca
                                |  Agente.

                 EUR8,000,000 Funding for Lactis

     The above financing is in  |       Il finanziamento di cui
addition to that for a total of |  sopra si aggiunge ai
Euros 8 million recently agreed |  finanziamenti per complessivi
by Lactis SpA, under            |  Euro 8 milioni recentemente
Extraordinary Administration,   |  stipulati da Lactis SpA in
with the following banks:       |  Amministrazione Straordinaria
                                |  con le seguenti banche:

    (1) Banco di Brescia San Paolo CAB SpA
    (2) Banco Popolare di Verona e Novara Scrl
    (3) Banca Popolare di Bergamo SpA
    (4) Banca di Bergamo SpA

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


PARMALAT GROUP: US Trustee Appoints Unsecured Creditors' Committee
------------------------------------------------------------------
Pursuant to Sections 1102(a) and 1102(b) of the Bankruptcy Code,
Deirdre A. Martini, the United States Trustee for Region 2,
appoints nine unsecured claimants to the Official Committee of
Unsecured Creditors to serve in Parmalat Group North America and
its debtor-affilates' bankruptcy cases:

          1. Comerica Bank, Special Assets Group
             One Detroit Center, 4th Floor
             Detroit, MI 48226
             Attn: Ernest M. Zarb
             Tel. No. (313) 222-9741

          2. Blue Ridge Paper Products, Inc.
             41 Main Street
             Canton, NC 28716
             Attn: Dale Henderson
             Tel. No. (828) 646-2189

          3. Tetra Pak, Inc.
             101 Corporate Woods Parkway
             Vernon Hills, IL 60061
             Attn: James McClain
                   Vice President and General Counsel
             Tel. No. (847) 955-6202

          4. All Star Dairy Association, Inc.
             P.O. Box 911050
             Lexington, KY 40591-1050
             Attn: Jim Sutton
             Tel. No. (859) 255-3644

          5. CKS Packaging, Inc.
             P.O. Box 44386
             Atlanta, GA 30336
             Attn: Malcolm McCarn, General Counsel
             Tel. No. (404) 699-9438

          6. Ryder Truck Rental
                   doing business as Ryder Transportation
             6000 Windward Parkway
             Alpharetta, GA 30005
             Attn: Kevin P. Sauntry
                   Corporate Collections Manager
             Tel. No. (770) 569-6522

          7. Industrial Machine Corp.
             44 Lehigh Avenue
             Paterson, NJ 07503
             Attn: Sam Szewczyk
             Tel. No. (973) 345-1800

          8. Valley Packaging Corp.
             275 Industrial Boulevard
             Pulaski, TN 38478
             Attn: Carter Moore, VP Finance
             Tel. No. (931) 363-8625

          9. Liqui-Box Corporation
             6950 Worthington-Galena Road
             Worthington, OH 43085
             Attn: Chrisa Spear
             Tel. No. (614) 543-1292

Greg M. Zipes, Esq., is the trial attorney assigned to the U.S.
Debtors' cases.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PG&E NATIONAL: Court Directs U.S. Trustee to Appoint Examiner
-------------------------------------------------------------
Pursuant to Section 1104(c)(2) of the Bankruptcy Code, Mitsubishi
Heavy Industries sought and obtained Court approval to appoint an
examiner with the authority to examine the PG&E National Energy
Group Debtors' activities with respect to:

   (a) their control of numerous non-debtor subsidiaries and
       affiliates; and

   (b) their direction of the liquidation of assets and claims
       settlement of the subsidiaries and affiliates.

                        *   *   *

Judge Mannes directs the Office of the United States Trustee to
appoint an examiner in the NEG Debtors' Chapter 11 cases as
expeditiously as possible following consultation with Mitsubishi
Heavy Industries, NEG, the Official Committee of Unsecured
Creditors, and the Official Noteholders Committee.

The Examiner will investigate the claims arising from NEG's
obligation under the GenHoldings Guarantee, the Lake Road
Guarantee, and the La Paloma Guarantee -- the Project Guarantee
Claims -- for the purpose of determining whether the allowance of
a Project Guarantee Claim would result in a claimholder receiving
an "Excess Recovery Amount" with respect to the claim or whether
the Project Guarantee Claim should be reduced based on recoveries
from the underlying projects.

Judge Mannes rules that the Examiner may, in its discretion, make
interim reports to the Court concerning the amount of the Project
Guarantee Claims and any "Excess Recovery Amount."  The Examiner
is required to make a final report to the Court by
April 21, 2004.  The Examiner may request additional time for its
examination, if the Examiner deems it necessary.

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)    


PIONEER NATURAL: S&P Ups Credit & Sr. Unsec. Debt Ratings to BBB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior unsecured debt ratings on Pioneer Natural Resources Co. to
'BBB-' from 'BB+'. The outlook is stable.

"The ratings upgrade reflects Pioneer's success in improving its
credit profile by completing large oil and natural gas
developments that have increased the company's production by about
43% (as of the fourth quarter of 2003 versus the fourth quarter of
2002) during a period of heated oil and natural gas prices while
holding debt levels almost constant," said Standard & Poor's
credit analyst Bruce Schwartz.

"Consequently, Pioneer's ability to service its debt has greatly
improved and now is consistent with its investment-grade rated
peers," added Mr. Schwartz.

Furthermore, Standard & Poor's said that it expects that Pioneer's
financial profile will continue to improve over the next two years
because of continued production increases, material price hedging
activities, an expectation that management will not outspend
internal cash flow, and continued risk mitigation practices that
adeptly insulated Pioneer from financial and business risks during
its construction of its "Big 4" projects.

The ratings on Irving, Texas-based Pioneer reflect the company's
participation in the volatile, fiercely competitive, and capital-
intensive exploration and production (E&P) industry with an
average cost structure and moderate debt leverage.

Pioneer is a midsize, independent E&P company that had a reserve
base totaling 789 million barrels of oil equivalent as of
Dec. 31, 2003.


PLAINS RESOURCES: Special Committee Responds to Leucadia's Offer
----------------------------------------------------------------    
Plains Resources Inc. (NYSE: PLX) announced that on March 5, 2004
the Special Committee of the Board of Directors of Plains
Resources Inc. appointed to consider offers for Plains Resources
received a revised proposal to acquire Plains Resources from
Leucadia National Corporation.

The transaction described in the Revised Proposal, and more fully
explained in Leucadia's press release of March 5, 2004 and in a
proposed merger agreement supplied to the Special Committee by
Leucadia on March 10, 2004, contemplated that Plains Resources
stockholders would receive, per share, approximately $1.19 in cash
and 0.5019 of a new security issued by Plains Resources that
Leucadia described as a debt security.  The Revised Proposal also
contemplated that within 30 to 60 days after the closing of the
transaction, Leucadia would use "commercially reasonable efforts"
to commence a tender offer to purchase up to 3,125,000 of these
new securities at a purchase price of $32.00 per security (up to
an aggregate price of $100,000,000).

The Special Committee, following review of the Revised Proposal
with its financial and legal advisors, provided a revised form of
confidentiality agreement to Leucadia and entered into discussions
with representatives of Leucadia in an attempt to improve certain
aspects of the Revised Proposal, including:
    
     -- the fact that the Revised Proposal placed substantially
        all of the risk of the market liquidity, valuation and
        trading price of the new securities on Plains Resources
        stockholders and that, as a result of those risks, the
        realizable value of the new securities could well be
        lower than the value asserted in the Revised Proposal;

     -- the fact that the Revised Proposal would result in a
        recapitalized Plains Resources with extremely high
        leverage obligated to support the payment of principal and
        interest on the new securities;

     -- the possible adverse effect the new structure of a
        recapitalized Plains Resources could have on the credit
        rating of Plains All American Pipeline, L.P. ("PAA"), the
        equity ownership of which is Plains Resources' principal
        asset and the limited partner units of which were to
        provide the basis for distributions on the new securities;

     -- the potential negative tax effects of the transaction
        contemplated by the Revised Proposal, including original
        issue discount applicable to the new securities, the
        attribution of taxable interest to the holders of the new
        securities during periods of permitted interest deferral
        (up to 60 months) when the new security holders would not
        be receiving any cash, the possible characterization of
        the new securities as equity and the application of
        proposed "straddle" tax regulations to the transaction;
        and

     -- the fact that the Revised Proposal would require Plains
        Resources to reimburse Leucadia for its expenses in
        connection with the transaction.
    
To address these issues, the Special Committee requested, among
other things, that Leucadia make a firm tender offer to purchase
any and all of the new securities, guarantee payment of principal
and interest on the new securities, eliminate the provision
allowing for deferral of interest payments on the new securities
from time to time for up to 60 months, and pay its own expenses.  
After consideration, Leucadia informed the Special Committee that
it was unwilling to make such changes to the Revised Proposal and
stated that unless the parties were closer together on a deal,
Leucadia remained unwilling to enter into a confidentiality
agreement with Plains Resources.  As a result of these
discussions, the Special Committee determined that the Revised
Proposal was not a Superior Proposal (as defined in the Vulcan
merger agreement described below), terminated the negotiations
with Leucadia, and rejected the Revised Proposal.

As previously announced, Plains Resources has entered into a
merger agreement with an affiliate of Vulcan Capital.  Under the
terms of the merger agreement, stockholders of Plains Resources,
other than James C. Flores and John T. Raymond, would receive
$16.75 per share in cash for each share of Plains Resources stock
that they own. Plains Resources' Chairman James C. Flores and its
CEO John T. Raymond are participating with the affiliate of
Vulcan Capital in the transaction.
    
Plains Resources -- whose September 30, 2003 balance sheet reports
a working capital deficit of about $20 million -- is an
independent energy company engaged in the acquisition, development
and exploitation of crude oil and natural gas. Through its
ownership in Plains All American Pipeline, L.P., Plains Resources
has interests in the midstream activities of marketing, gathering,
transportation, terminalling and storage of crude oil.  Plains
Resources is headquartered in Houston, Texas.


POLYONE CORP: Will Present to Cleveland Analysts on March 24
------------------------------------------------------------
PolyOne Corporation (NYSE: POL) announces the following Webcast:

    What:     PolyOne President & CEO presents to Cleveland
              Society of Security Analysts

    When:     Wednesday, March 24, 2004 at 12:30 p.m. Eastern

    Where:    http://www.polyone.com/or
              http://www.firstcallevents.com/service/ajwz402071818gf12.html

    How:      Live over the Internet -- Simply log on to the web
              at the address above.

    Contact:  Dennis A. Cocco, Vice President, Investor Relations
              and Communications

PolyOne Corporation (Fitch, B Senior Unsecured Debt and BB- Senior
Secured Debt Ratings, Negative), with revenues approximating $2.5
billion, is an international polymer services company with
operations in thermoplastic compounds, specialty resins, specialty
polymer formulations, engineered films, color and additive
systems, elastomer compounding and thermoplastic resin
distribution. Headquartered in Cleveland, Ohio, PolyOne has
employees at manufacturing sites in North America, Europe, Asia
and Australia, and joint ventures in North America, South America,
Europe, Asia and Australia. Information on the Company's products
and services can be found at http://www.polyone.com/


RANTZ'S CONCRETE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Rantz's Concrete, Inc.
        3787 East State Highway 248
        Reeds Spring, Missouri 65737

Bankruptcy Case No.: 04-30263

Type of Business: The Debtor manufactures concrete lawn
                  ornaments.

Chapter 11 Petition Date: March 11, 2004

Court: Western District of Missouri (Joplin)

Judge: Jerry W. Venters

Debtor's Counsel: J. Kevin Checkett, Esq.
                  Checkett & Pauly
                  P.O. Box 409
                  Carthage, MO 64836
                  Tel: 417-358-4049
                  Fax: 417-358-6341

Total Assets: $517,121

Total Debts:  $1,279,507

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Internal Revenue Service                   $106,237

Missouri Dept of Revenue                    $22,968

Chem Supply Co.                             $17,654

State of Missouri                           $17,301
Dept. of Labor & Industrial Relations

Kirkpatrick, Phillips & Miller              $11,396

Texas Traditions Molds                       $9,250

Summit Safety Group                          $4,475

LaFarge North America                        $4,385

C C Fiberglass, Inc.                         $4,188

DeVille Steel, Inc.                          $2,359

Anchor Paint Mfg. Co.                        $2,287

Current Wave Electric                        $2,037

Stone County Collector                       $1,381

W&J Manufacturing Co.                        $1,338

Table Rock Asphalt                             $835

Grainger                                       $815

Ryder Commercial Leasing                       $762

L&J Plumbing                                   $492

Oram Material Handling                         $417

Loyds Electric Supply                          $340


RCN CORPORATION: Continues Financial Restructuring Negotiations
---------------------------------------------------------------
RCN Corporation (Nasdaq: RCNC) announced that the 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 April 1, 2004.

In addition, the Company will not make the approximately $14.2
million interest payment that was scheduled to be made on February
15, 2004 in respect of its 9.8% Senior Discount Notes Due 2008.
The Company remains hopeful that the continuing 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 extended 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 the Company's senior credit facilities or the
Company's senior notes, respectively, as a result of the Company
not making an interest payment on its 10-1/8% Senior Notes due
2010 or its 9.8% Senior Notes due 2008 and certain other defaults.

RCN has said that it expects any financial restructuring to be
implemented through a reorganization of the Company under chapter
11. The Company 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 anticipates that a chapter 11 filing would occur at the
holding company level and does not intend that its market
operating subsidiaries be included in such a filing, although
there is no assurance this will occur. Additionally, it is
anticipated that a filing at the holding company level would not
have any adverse effect on customer service levels. Since
financial restructuring negotiations are ongoing, the treatment of
existing creditor and stockholder interests in the company is
uncertain at this time. However, RCN has said that the
restructuring will likely result in a conversion of a substantial
portion of its outstanding Senior Notes into equity and an
extremely significant, if not complete, dilution of current
equity.

RCN's objective is to reach agreement on a consensual financial
restructuring plan during the current forbearance period. If
financial restructuring negotiations were to proceed beyond that
period or were to end, however, additional forbearance, waiver
and/or amendment agreements would be needed to support RCN's
continuing operations. In addition, in the absence of an agreement
on a consensual financial restructuring upon expiration of the
forbearance agreements, the Lenders and members of the
Noteholders' Committee who hold 10-1/8% Senior Notes and 9.8%
Senior Notes would be entitled, but not required, to declare RCN's
senior credit facilities and the outstanding 10-1/8% Senior Notes
and 9.8% Senior Notes, respectively, immediately due and payable.

Any acceleration of amounts due under RCN's senior credit
facilities or the 10-1/8% Senior Notes or the 9.8% Senior Notes
would, due to cross default provisions in the Company's indentures
governing its other senior notes, entitle, but not require, the
holders of other senior notes to declare the Company's other
senior notes immediately due and payable if they so choose.
Holders of 10-1/8% Senior Notes or the 9.8% Senior Notes that are
not members of the Noteholders' Committee are not subject to the
terms of the forbearance agreements. If acceleration of the
Company's senior credit facilities and 10-1/8% Senior Notes or the
9.8% Senior Notes were to occur, RCN would not, based on current
and expected liquidity, have sufficient cash to pay the amounts
that would be payable.

Although RCN is actively pursuing discussions towards a final
agreement on a consensual financial restructuring, there can be no
assurance that such an agreement will ultimately be reached, that
RCN would be able to obtain further extensions of its forbearance
agreements with the Lenders and members of the Noteholders'
Committee, or that holders of 10-1/8% Senior Notes or the 9.8%
Senior Notes that are not members of the Noteholders' Committee
will not declare an Event of Default under the 10-1/8% Senior
Notes or the 9.8% Senior Notes (which would terminate the
forbearance agreement with Lenders), or seek other remedies
available under applicable law or the terms of the 10-1/8% Senior
Notes or the 9.8% Senior Notes, prior to such time. RCN will
continue to apply substantial effort and resources to reaching a
formal agreement on a consensual financial restructuring while
also continuing to evaluate the best alternatives for RCN under
current circumstances and as discussions and events unfold.

RCN also announced that it would not file its annual report on
Form 10-K for 2003 on March 15, 2004 and that it had filed a
Notification of Late Filing on Form 12b-25 with the Securities and
Exchange Commission. As disclosed in the Notification of Late
Filing the Company's delay in filing its Form 10-K is related to
the continuing financial restructuring negotiations. The Company
believes it will be able to file its Form 10-K on or before March
30, 2004.

For additional information about the restructuring process, please
visit http://www.rcntomorrow.com/

                    About RCN Corporation

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


REPUBLIC ENGINEERED: Admin. Claims Bar Date Set for March 19
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio sets
March 19, 2004, at 4:00 p.m., as the deadline for creditors to
file claims for payment of administrative expenses against
Republic Engineered Products Holdings LLC and its debtor-
affiliates.

Administrative Claims must be filed in person, by courier service,
by mail, or by hand delivery and addressed to:

            the United States Bankruptcy Court
            Clerk of Court
            455 U.S. Courthouse
            2 South Main Street
            Akron Ohio 44308

Five categories of administrative expense claims are exempted from
the bar date:

   a) Claims of professionals retained in the Debtors' chapters 11
      cases pursuant to sections 327 or 1103 of the Bankruptcy
      Code;

   b) Claims of the U.S. Trustee, on account of an Administrative
      Expense Claim for any fees payable pursuant to 28
      U.S.C.1930;

   c) Claims previously allowed by, or paid pursuant to, an
      order of the Court;

   d) Claims previously paid in the ordinary course of the
      Debtors' businesses; and

   e) Claims against any of the Debtors for goods or services
      provided to the Debtors.

For additional information regarding the filing of an
administrative expense claim form, contact the Debtors' lawyers:

            Scott N. Opincar, Esq.
            McDonald Hopkins Co., LPA
            2100 Bank One Center
            600 Superior Avenue
            East Cleveland, OH 44114-2653
            Telephone (216) 348-5400
            Fax (216) 348-5474
            E-Mail sopincar@mcdonaldhopkins.com

Headquartered in Fairlawn, Ohio, the Debtors are leading suppliers
of special bar quality (SBQ) steel, a highly engineered product
used in axles, drive trains, suspensions and other critical
components of automobiles, off-highway vehicles and industrial
equipment. The Company filed for chapter 11 protection on October
6, 2003 (Bankr. N.D. Ohio Case No. 03-55118).  Shawn M Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co LPA and Martin J.
Bienenstock, Esq., at Weil, Gotshal & Manges LLP represent the
Debtors in their restructuring efforts.  As of June 30, 2003, the
Debtors listed $481,000,000 total assets and $467,939,000 total
debts.


SAKS INC: S&P Affirms BB Ratings After One-Time Special Dividend
----------------------------------------------------------------  
Standard & Poor's Ratings Services affirmed its existing ratings
on Saks Inc., including the 'BB' corporate credit rating,
following the company's announcement that it will pay shareholders
a one-time special dividend of approximately $284 million. The
outlook remains negative.

The affirmation reflects the fact that excess cash is being used
to pay the dividend. Saks had about $366 million of cash at
Jan. 31, 2004. That cash position largely resulted from the
company's April 2003 sale of its credit business to Household
International, which generated in excess of $300 million. The
negative outlook reflects Standard & Poor's concern that
management may remain more financially aggressive, and that Saks
may still falter in its recovery despite recent improving trends
in sales and earnings.

"The ratings on Saks Inc. reflect the company's generally
lackluster earnings performance and relatively weak, though
recently stabilized, cash flow protection," said credit analyst
Gerald Hirschberg. "Further, Standard & Poor's expects that
management will continue to be challenged to generate, and then
sustain, improving trends in business fundamentals at its two
distinctly different department store segments. These factors
are only partially mitigated by the company's position as one of
the major multiregional players in the large, but highly
competitive, department store industry and its good niche in
upscale retailing."

Birmingham, Alabama-based Saks operates 242 traditional department
stores under various nameplates, 62 upscale Saks Fifth Avenue
department stores, and 53 Off 5th clearance stores. The company is
well positioned in the industry in terms of store numbers and
geographic diversity, but it has struggled since it acquired the
Saks Fifth Avenue business in 1998. In addition to past
integration problems, which included the melding of two different
corporate cultures, Saks has also been troubled by the poor
economy and general consumer malaise over the past few years, and
by ongoing intense competition.

In part because of disappointing same-store sales since March
2000, the company's credit measures have been generally weak.
Operating results were disappointing for the first nine months of
2003, but the fourth quarter was sparked by much stronger same-
store sales, especially at Saks Fifth Avenue stores, and by much
better gross margins. While this generated full-year segment
operating profit improvement of 6.9% at Saks Fifth Avenue
Enterprises, fourth-quarter improvement at traditional stores
could not overcome dismal earlier results, and operating profit
was off by 7%. On balance, credit measures were slightly better
for the year as a whole.


SAKS INC: Fitch Affirms Debt Ratings at Lower-B Level
-----------------------------------------------------
Fitch has affirmed the ratings of Saks Incorporated following the
company's announcement that it will be paying a $284 million
special dividend on March 17, 2004. Fitch currently rates Saks'
$800 million secured bank facility 'BB+', and its $1.2 billion of
senior notes 'BB-'. The Rating Outlook remains Negative.

Payment of the dividend will diminish Saks' cash liquidity, which
totaled $366 million as of Jan. 31, 2004, and modestly reduce its
financial flexibility. Following payment of the dividend, Saks is
expected to have sufficient cash on hand and other sources of
liquidity to repay $143 million of debt maturities in 2004. Other
sources of liquidity include an $800 million secured revolver,
which is currently unused, and cash flow from operations.

The special dividend notwithstanding, the ratings reflect Saks'
solid position within its markets balanced against its weak
operating results and high financial leverage. Saks' operations
have been pressured in recent years by soft apparel sales and
growing competition from specialty and discount retailers.
However, the Saks' operations began to turn around in the second
half of 2003, with improved sales and earnings trends,
particularly at the company's Saks Fifth Avenue luxury segment.

Saks' credit measures remain weak despite ongoing debt reduction
over the past four years. EBITDAR coverage of interest plus rents
of 2.1 times (x) in 2003 was flat compared with 2002. Leverage as
measured by lease-adjusted debt to EBITDAR of 4.4x in 2003
compares with 4.3x the prior year. Payment of the special dividend
will limit the company's ability to delever going forward.

The Negative Rating Outlook reflects the more aggressive financial
posture by Saks' management, as well as some uncertainty as to the
strength of the current economic recovery. It is assumed that
Saks' sales trends will remain positive and that its operating
margins will gradually improve over the medium-term. However, the
Negative Outlook will remain in place until there is evidence that
current sales trends are sustainable, and they translate into
improved bondholder protection measures.


SK GLOBAL AMERICA: Wants Until June 21, 2004 to Decide on Leases
----------------------------------------------------------------
When SK Global America Inc. filed for chapter 11 protection it was
party to seven non-residential real property leases.  Since the
Petition Date, the Debtor has consolidated its operations and has
rejected its office leases for the premises located in:

   -- Stanford, California;
   -- Newport, California; and
   -- Houston, Texas.

Accordingly, the Debtor asks the Court to extend the time within
which it may assume or reject its remaining Leases to June 21,
2004.  The extension will be without prejudice to the rights of
each of the lessors under the Leases to seek, for cause shown, an
earlier date upon which the Debtor must assume or reject a
specific Lease.

"Given the multitude of other pressing matters it has been
required to address so far, the Debtor requires additional time
to analyze the Leases to avoid what would be either a premature
assumption or rejection of the Leases," Scott E. Ratner, Esq., at
Togut, Segal & Segal LLP, in New York, says.  

If the Debtor were to assume the Leases prematurely, the Debtor,
its estate and creditors would incur unnecessary administrative
costs for the Leases, which ultimately may not be important to
the Debtor's estate.  Additionally, any post-assumption breach by
the Debtor under an assumed Lease would give rise to an
administrative expense claim.

Certain of the Leases may have assignment value and the Debtor
does not want to inadvertently forfeit any Lease as a result of
the "deemed rejected" provision of Section 365(d)(4) of the
Bankruptcy Code prior to determining whether a Lease can be
assumed and assigned for value.  "It is simply not possible for
the Debtor to make a reasoned decision as to the assumption or
rejection of the Leases prior to the expiration of the deadline,"
Mr. Ratner says.

According to Mr. Ratner, an extension of the Debtor's lease
decision period will not prejudice the Lessors because:

   (a) the Debtor is current on its postpetition rent obligations
       under the Leases;

   (b) the Debtor has the financial wherewithal and intent to
       continue to perform timely all of its postpetition
       obligations under the Leases; and

   (c) in all instances, individual Lessors may ask, for cause
       shown, that the Court fix an earlier date by which the
       Debtor must assume or reject a Lease. (SK Global Bankruptcy
       News, Issue No. 13; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


SNAP2: Boards Appoints Bagell Joseph as New Independent Auditor
---------------------------------------------------------------
Snap2 Corporation, has appointed Bagell, Josephs & Company, LLC as
its new independent public accountant after S.W. Hatfield, CPA has
resigned effective January 28, 2004, as its independent public
accountant, effective with respect to the Company's fiscal year
ending September 30, 2003. This change in independent public
accountants was approved by the Board of Directors of Snap2 on
January 29, 2004, upon the recommendation of the audit committee.

The audit reports of S.W. Hatfield, CPA on the financial
statements of the Company as of, and for, the fiscal year ended
September 30, 2002 were modified as to uncertainty concerning the
Company's ability to continue as a going concern.

SNAP2 Corporation, originally founded as ISES Corporation in 1997,
is a software company focusing on providing applications,
middleware and software services for next generation consumer
devices.


STANDARD CAPITAL: Ex-Auditor Doubts Ability to Continue Operations
------------------------------------------------------------------
On February 5, 2004, Standard Capital Corporation dismissed
Sellers & Andersen from its position as the Company's independent
accountants.

Sellers & Andersen, LLC. reports on Standard Capital's financial
statements as of and for the years ended August 31, 2003, and
August 31, 2002, contained modifications as to the Company's
ability to continue as a going concern.

The Company's Board of Directors participated in and approved the
decision to change independent accountants.

On February 5, 2004, Standard Capital engaged Madson & Associates,
CPA's Inc., to audit its financial statements for the year ended
August 31, 2004.  

Standard Capital provides innovative and competitive leasing
programs from equipment cost ranging from $7,500 to $3,000,000.


TE-KHI TRAVEL: Case Summary & 64 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Te-Khi Travel Court, Inc.
             aka Te-Khi Truck Auto Plaza, Inc.
             15874 11 Mile Road
             Battle Creek, Michigan 49014

Bankruptcy Case No.: 04-01847

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Te-Kon Travel Court, Inc.                  04-01848
     Te-Khi Service Center, Inc.                04-01849
     Petroleum Holdings, Inc.                   04-01850

Type of Business: The Debtor operates full service truck stops
                  and service centers.

Chapter 11 Petition Date: February 23, 2004

Court: Western District of Michigan (Grand Rapids)

Judge: Jeffrey R. Hughes

Debtor's Counsel: John T. Piggins, Esq.
                  Miller Johnson Snell & Cummiskey
                  250 Monroe Avenue North West, Suite 800
                  Grand Rapids, MI 49503
                  Tel: 616-831-1700

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
Te-Khi Travel Court, Inc.    $1 M to $10 M      $1 M to $10 M
Te-Kon Travel Court, Inc.    $1 M to $10 M      $1 M to $10 M
Te-Khi Service Center, Inc.  $100,000-$500,000  $1 M to $10 M
Petroleum Holdings, Inc.     $50,000-$100,000   $1 M to $10 M

A. Te-Khi Travel Court, Inc.'s 20 Largest Unsecured Creditors:

Entity                                    Claim Amount
------                                    ------------
US Bank National Association, as Trustee    $2,286,427
c/o Peter D. Cronk, Esq.
Plunkett & Cooney P C
325 E. Grand River Avenue, Ste 250
East Lansing, MI 48823

Watkins Oil Co. Inc.                          $292,069
120 W. Fayette St.
P.O. Box 195
Hillsdale, MI 49242

Michael Madden                                 $48,678

Norman Foods                                   $46,327

Emmett Township                                $42,259

KSG Distributing                               $25,575

Barjan Products                                $17,652

Ambest Inc.                                    $11,092

State of Michigan - SBT                         $9,493

American Midwest Distributors                   $8,340

Ganz Inc.                                       $6,304

Consumers Energy                                $4,445

Abraham S & Sons Inc.                           $4,027

Adams Outdoor Advertising                       $2,714

Semco Energy                                    $2,426

Muller Muller Richmond Harms                    $2,195

Lyn Novelty & Souvenir                          $2,062

Emmanuel Amosha                                 $1,932

American Express                                $1,753

Michigan Logos Inc.                             $1,700

B. Te-Kon Travel Court, Inc.'s 19 Largest Unsecured Creditors:

Entity                                    Claim Amount
------                                    ------------
U S Bank National Association, as Trustee   $8,180,861
c/o Peter D. Cronk, Esq.
Plunkett & Cooney P C
325 E. Grand River Avenue, Ste 250
East Lansing, MI 48823

Watkins Oils                                  $143,780

Michael Madden                                 $70,764

Ross and Associates                            $32,499

Tekonsha Township Treasurer                    $30,273

Norman Foods                                   $17,349

State of Michigan - SBT                        $13,102

Ganz Inc.                                       $8,913

Barjan Products                                 $7,532

Ambest Inc.                                     $7,427

Abraham S. & Sons Inc.                          $3,070

Aquila                                          $3,000

RJS Enterprises Inc.                            $2,449

Walters Dimmick                                 $2,246

Barjan Entertainment                            $1,958

E T Products                                    $1,579

Sara Lee Coffee & Tea                           $1,543

Grain & Associates                              $1,024

Trendar Merchant Services Comdata                 $995
Corporation

C. Te-Khi Service Center, Inc.'s 20 Largest Unsecured Creditors:

Entity                                    Claim Amount
------                                    ------------
U S Bank National Association, as Trustee   $4,992,838
c/o Peter D. Cronk, Esq.
Plunkett & Cooney P C
325 E Grand River Avenue, Ste 250
East Lansing, MI 48823

Michael Madden                                 $21,635

The Goodyear Tire and Rubber Co.               $19,626

Bridgestone Firestone North American           $19,392

Tekonsha Township                              $14,438

Easter Tire & Retreading                       $12,717

Road Equipment Parts Center                     $7,670

Valley Truck Parts Inc.                         $6,676

Cargo Heavy Duty                                $6,470

Freightliner of Grand Rapids Inc.               $5,812

Village of Tekonsha                             $5,808

Colorado Custom Inc.                            $4,064

Michelin North America                          $2,727

Semco Energy                                    $2,419

Western Michigan Fleet Parts Inc.               $2,356

Merle Boes                                      $2,217

Barjan I P                                      $2,188

Cintas                                          $1,675

Industrial Battery Warehouse                    $1,672

Road Works Manufacturing                        $1,577

D. Petroleum Holdings, Inc.'s 5 Largest Unsecured Creditors:

Entity                                    Claim Amount
------                                    ------------
U S Bank National Association, as Trustee   $9,232,203
c/o Peter D. Cronk, Esq.
Plunkett & Cooney P C
325 E. Grand River Avenue Ste 250
East Lansing, MI 48823

Schaeffer Law Offices                           $3,654

TruckStops Direct                               $1,250

Michael Madden                                    $451

Beardslee Law Office                              $121


TENET HEALTHCARE: Posts $1.5 Billion Net Loss at December 2003
--------------------------------------------------------------
Tenet Healthcare Corporation (NYSE:THC) reported results for its
fourth quarter and full year ended December 31, 2003.

"This was a tough quarter made even tougher by rising bad debt
from the growing number of uninsured patients we treat, and our
increased difficulties in collecting amounts owed us by managed
care payers," said Trevor Fetter, president and chief executive
officer. "We have taken and will continue to take strong actions
to address these and other challenges, but positive results will
take time."

"We have launched a dramatic restructuring of Tenet's operations
to focus all our efforts on 69 well-positioned hospitals in good
markets," Fetter added. "We have implemented more than a dozen
major turnaround initiatives that will significantly slash our
costs, conserve our cash and build a more nimble, responsive
operating structure. We have appointed an innovative, experienced
hospital executive, Reynold Jennings, as our chief operating
officer. We have launched a far-reaching initiative to enhance
every aspect of quality in the care we provide to patients. And we
are rebuilding our relationships with our government and private
partners. Everything we do has one purpose: To rebuild trust in
this company and put it on a solid track for future growth."

Net operating revenues were $3.18 billion in the quarter, down 8.9
percent from the $3.49 billion in the prior-year quarter. This
decrease includes the impact of the following four items:

(1) a $114 million reduction in Medicare outlier revenue from
     $135 million in the prior-year quarter to $21 million in the
     current quarter;

(2) a $70 million favorable adjustment to Medicare outlier
     revenue resulting from adjustments and reconciliations
     related to the time period January 1 to August 7 during which
     Tenet voluntarily accepted reduced outlier payments while CMS
     finalized its new outlier rules; certain open issues remain
     in this adjustment and reconciliation process;

(3) $146 million of unfavorable net adjustments primarily related
     to Medicare contractual allowances; and,

(4) lower average managed care pricing, offset in part by
     increases in other payer categories and increases in
     admissions.

The company reported a net loss of $954 million, or $2.05 per
share, for the fourth quarter, compared with a net loss of $31
million, or $0.06 per share, in the prior-year quarter. The net
loss for the fourth quarter reflects the impact of outlier revenue
decreasing by $114 million compared to the same period in 2002, as
well as the following seven items that net to a total pre-tax loss
of approximately $1,182 million ($987 million after-tax, or $2.12
per share):

(1) impairment and restructuring charges totaling $1,447 million
     ($1,126 million after-tax, or $2.42 per share);

(2) income of $250 million ($134 million after-tax, or $0.29 per
     share) from discontinued operations, including a pre-tax gain
     of approximately $274 million from the sale of divested
     facilities;

(3) Net favorable adjustment of $45 million ($21 million after-
     tax, or $0.05 per share) primarily comprised of (a) the
     reversal of approximately $105 million resulting from a Court
     of Appeals decision reducing damages awarded to a former
     executive from $253 million to $161 million (which includes
     approximately $13 million for additional interest and legal
     costs that have been accrued in the fourth quarter), (b) the
     Company accruing approximately $30 million for proposed
     settlements involving certain legal matters, and
     (c) approximately $12 million of costs to defend the Company;

(4) a $70 million favorable adjustment ($42 million after-tax, or
     $0.09 per share) to Medicare outlier revenue as discussed
     above;

(5) $146 million of unfavorable net operating revenue adjustments
     noted above ($87 million after-tax, or $0.19 per share)
     primarily related to Medicare contractual allowances;

(6) a favorable adjustment of $39 million for the reversal of
     certain accruals for retirement and employee benefits ($24      
     million after-tax, or $0.05 per share); and,

(7) A gain of $7 million ($5 million after-tax, or $0.01 per
     share) primarily related to the collection of certain notes
     receivable associated with hospitals sold in prior years that
     had been reserved for in prior periods.

Stephen D. Farber, Tenet's chief financial officer, stated, "While
it is clear that Tenet continues to face significant issues, we
are confident that we are on the right track to improve Tenet's
performance and believe our capital resources are sufficient as we
execute our plans to restore Tenet to a competitive level of
profitability."

"Although we expect to have significant negative cash flows of
roughly $500 to $600 million in 2004, excluding legal settlements,
we expect an improvement of at least $300 to $400 million in cash
flows in 2005 with a good chance to achieve breakeven or even
slightly positive cash flow for that year," Farber added. "These
improvements will be driven primarily by our restructuring program
and operating performance improvements in our core hospitals. As
we move through this transition period, the company should have
ample liquidity for ordinary operations given the company's
current $425 million in cash, its newly amended $500 million bank
credit line, and roughly $600 million in expected proceeds from
its recently announced divestiture program, approximately half of
which we expect to receive by the end of 2004."

"It is important to note that our current liquidity structure was
not designed to fund a significant settlement with the government
or any other party," said Farber. "While we cannot predict the
ultimate timing or magnitude of any such settlements, our plan,
which we shared with our bank group as part of our recent
amendment process, is that if we achieve significant settlements
in the near term we would seek to finance at least a portion of
such settlements through other means. A material settlement of
litigation would likely reduce the credit risk of the company and
increase our access to additional capital."

             Details on Fourth Quarter Results

Outlier revenue was $91 million (comprised of the $70 million
favorable Medicare adjustment plus the normal revenue of $21
million, both of which were discussed above) in the fourth
quarter, compared with $135 million in the prior-year quarter. In
addition, the company recorded $146 million of negative
adjustments, primarily relating to Medicare contractual
allowances. Reflecting this decline, and lower average managed
care pricing, partially offset by increases in other payer
categories, same-facility unit revenue (GAAP same-facility net
inpatient revenue per admission) declined 12.8 percent versus the
prior year quarter. Pro forma same-facility unit revenue (a non-
GAAP measure the company defines as GAAP same-facility net
inpatient revenue, less Medicare outlier revenue, per admission)
would have decreased 11.6 percent. Excluding the above mentioned
$146 million Medicare contractual allowance adjustment, same-
facility net inpatient revenue per admission would have decreased
4.8 percent. Because of the significant reduction in outlier
revenue, the company has provided in the financial tables below an
analysis of 2003 results compared with 2002 results, excluding, on
a pro forma basis, all outlier revenue from all periods. The
company believes that these pro forma figures, while compiled on a
non-GAAP basis, highlight the impact of the reduction in outlier
revenue and provide important insight into its operations in terms
of other underlying business trends.

During the quarter, salaries and benefits costs were $1.41
billion, or 44.2 percent of net operating revenues, up from $1.40
billion, or 43 percent of net operating revenues, in the September
quarter after restatement for discontinued operations. Salaries
and benefits costs also included $30.1 million ($0.04 per share)
for the expensing of stock options and employee stock purchase
plan discounts in the quarter. The prior year quarter reflected
$40.7 million ($0.05 per share) expensing of stock options and
employee stock purchase plan discounts. Supplies expense was $533
million, or 16.8 percent of net operating revenues, versus $514
million, or 15.7 percent, in the September quarter. Bad debt
expense totaled $364 million, or 11.4 percent of net operating
revenues, down from $518 million, or 15.9 percent, in the
September quarter, primarily resulting from a $198 million charge
in the third quarter to write down accounts receivable to
estimated net realizable value. Other operating expense was $706
million, or 22.2 percent of net operating revenues, compared to
$748 million or 22.9 percent in the September quarter. In the
quarter, malpractice expense totaled $69 million, a decrease of
22.5 percent relative to the September quarter of $89 million.

Net cash provided by operating activities for the quarter, which
is before capital expenditures, was $118 million in the quarter
versus $350 million in the prior-year quarter. Capital
expenditures for the quarter were $269 million. At December 31,
2003, net accounts receivable from continuing operations was $
2.29 billion, down 1.4 percent relative to the $2.32 billion at
September 30, 2003. Accounts receivable days outstanding from
continuing operations were 66.1 days, up from 65.3 days at
September 30, 2003. The increase was primarily attributable to
growth in managed care accounts receivable.

                 Full Year 2003 Results

For the twelve months ended December 31, 2003, net operating
revenues declined by 2.9 percent to $13.21 billion, compared to
$13.60 billion in 2002. Tenet reported a net loss of $1,477
million, or $3.17 per share, compared with net income of $817
million, or $1.64 per share, for 2002. The net loss for the
current period reflects the impact of lower outlier revenue,
higher bad debt expense, a larger amount of impairment and
restructuring charges, as well as additional litigation and
investigation costs. These items net to a total pre-tax loss of
approximately $2,147 million ($1,690 million after-tax, or $3.63
per share), and include:

(1) impairment charges of $1,770 million ($1,352 million after      
     taxes, or $2.90 per share);

(2) restructuring charges of $111 million ($69 million after
     taxes, or $0.15 per share);

(3) cost of litigation and investigations of $282 million ($182
     million after taxes, or $0.39 per share);

(4) a $70 million favorable adjustment ($42 million after-tax, or
     $0.09 per share) to Medicare outlier revenue as discussed
     above;

(5) $146 million of unfavorable net operating revenue adjustments
     noted above ($87 million after-tax, or $0.19 per share)
     primarily related to Medicare contractual allowances;

(6) a favorable adjustment of $39 million for the reversal of
     certain accruals for retirement and employee benefits ($24
     million after-tax, or $0.05 per share), as noted above;

(7) income of $244 million ($133 million after-tax, or $0.29 per
     share) from discontinued operations, which is comprised of
     net gains on sale of assets of $274 million, as noted above,
     and a loss from operations of asset group of $30 million;

(8) a $202 million charge to discontinued operations for
     impairment and restructuring charges ($134 million after
     taxes or $0.29 per share);

(9) a $72 million after-tax charge, including interest costs, for
     a disputed tax deduction now in appeal with the Internal
     Revenue Service related to the company's discontinued
     psychiatric hospital business ($0.15 per share);

(10) a gain of $16 million ($10 million after-tax or $0.02 per
     share) primarily related to certain gains on sale, of which
     $7 million ($5 million after tax) or $0.01 per share) was
     identified for the fourth quarter

(11) a $5 million charge ($3 million after tax, or $0.01 per
     share), related to the impairment of investment securities.

Net income in 2002 reflects goodwill amortization of $40 million
($34 million after-taxes, or $0.07 per share) and loss from early
extinguishment of debt of $105 million ($66 million after-taxes,
or $0.13 per share).

For fiscal year 2003, Tenet's admissions rose 1.7 percent overall
and 1.9 percent on a same-facility basis, compared with the prior
year period. Outpatient visits declined 0.1 percent overall and
were flat on a same-facility basis while same-facility net
outpatient revenue per visit declined 1.1 percent.

Medicare outlier revenue dropped to $140 million in the current
year, compared with $750 million in the same period a year ago.
This decline was partially offset by increases in other payer
categories. Same-facility net inpatient revenue per admission
declined 6.9 percent from the prior-year period. Excluding outlier
revenue from both periods, pro forma same-facility unit revenues
(a non-GAAP measure the company defines as GAAP same-facility net
inpatient revenue, less Medicare outlier revenue, per admission)
would have decreased 0.1 percent. A reconciliation of net
operating revenues to pro forma net operating revenues, how the
company uses this measure and why the company believes this metric
is useful, are provided in the tables below entitled "Additional
Supplemental Non-GAAP Disclosures."

For the full year 2003, salaries and benefits costs were $5.71
billion, or 43.2 percent of net operating revenues. These costs
include stock-based compensation expense of $138 million ($0.18
per share), versus $149 million ($0.19 per share) in 2002.
Supplies expense was $2.09 billion, or 15.8 percent of net
operating revenues. Bad debt expense totaled $1.44 billion, or
10.9 percent of net operating revenues. Other operating expenses
were $2.91 billion, or 22.0 percent of net operating revenue.

For 2003, net cash provided by operating activities was $838
million versus $2.33 billion in 2002. Capital expenditures for
2003 amounted to $833 million, compared to $907 million in 2002.

Tenet Healthcare Corporation, through its subsidiaries, owns and  
operates acute care hospitals and numerous related health care  
services. Tenet's hospitals aim to provide the best possible care  
to every patient who comes through their doors, with a clear focus  
on quality and service. Tenet can be found on the World Wide Web  
at http://www.tenethealth.com/  

                         *   *   *                      

As reported in the Troubled Company Reporter's March 15, 2004
edition, Standard & Poor's Ratings Services lowered the corporate
credit and senior secured bank loan ratings on health care service
provider Tenet Healthcare Corp. to 'B' from 'B+', after the
company announced the completion of its expected bank amendment.
Tenet's unsecured notes are lowered to 'B-' from 'B+'. The bank
loan is rated the same as the corporate credit rating. The ratings
are removed from CreditWatch, where they were placed Jan. 28,
2004. The outlook is negative.

The unsecured notes are lowered two notches, and are now rated one
notch below the corporate credit rating. The two-notch downgrade
reflects the structural subordination of the unsecured debt as a
result of a guarantee now provided by certain subsidiaries for the
credit facility as part of this latest bank amendment. The grant
of subsidiary stock as security, though considered weak compared
with a guarantee of hard collateral, still disadvantages unsecured
creditors relative to bank creditors.

"The lower ratings reflect Standard & Poor's reduced confidence in
Tenet's prospects for operating performance and cash flow over the
next year," said credit analyst David Peknay. "The expectations
now incorporate probable credit protection measures commensurate
with a lower rating."


TYCO: Annual Shareholders' Meeting Slated for March 25 in Conn.
---------------------------------------------------------------    
Tyco International Ltd. (NYSE: TYC; BSX: TYC) will hold its Annual
General Meeting of shareholders on March 25, 2004 at its United
States Surgical facility in North Haven, Conn.  The meeting will
begin at 9 a.m. EST.

Tyco Chairman and Chief Executive Officer Edward D. Breen will
preside at the meeting and give an overview of the company's
progress.  Shareholders will also vote on seven proposals at the
meeting.  Investors and others who are interested may listen to
the meeting on Tyco's website site at:

      http://investors.tyco.com/medialist.cfm

Tyco International Ltd. is a diversified manufacturing and service
company. Tyco is the world's leading provider of both electronic
security services and fire protection services; the world's
leading supplier of passive electronic components; a world leader
in the medical products industry; and the world's leading
manufacturer of industrial valves and controls. Tyco also holds a
strong leadership position in plastics and adhesives. Tyco
operates in more than 100 countries and had fiscal 2003 revenues
from continuing operations of approximately $37 billion.
   
                        *    *    *

Fitch Ratings has affirmed its 'BB+' rating on the senior
unsecured debt of Tyco International Ltd., as well as the
unconditionally guaranteed debt of its wholly owned direct
subsidiary Tyco International Group S. A. The Rating Outlook has
been revised to Positive from Stable. Approximately $19 billion of
debt is affected by the ratings.

The move to Outlook Positive reflects evidence of progress in
Tyco's implementation of operating improvements throughout the
company together with a continuing favorable trend in the
company's free cash flow that can be expected to lead to
meaningful debt reduction during the next 2-3 years. Tyco's debt
structure has become considerably more manageable since the
beginning of fiscal 2003 as a result of the refinancing or paydown
of over $8 billion of debt. Debt maturities through 2007 total
$5.6 billion, of which the largest scheduled annual obligation is
approximately $3 billion due in 2006.


UNITED AIRLINES: Wants to Reject N396UA & N908UA Aircraft Leases
----------------------------------------------------------------
United Airlines Inc. and its debtor-affiliates want to reject
their leases for a Boeing 737-322 Aircraft with Tail No. N396UA
and a Boeing 737-522 Aircraft with Tail No. N908UA.  U.S. Bank is
the Indenture Trustee and Wilmington Trust Company is the Owner
Trustee of both Aircraft.

The Debtors are trying to restructure and mark to market their
aircraft financings in line with current market rates.  The
Debtors also seek to better match their fleet capacity with
demand.  As a result, the Debtors are undertaking an extensive
analysis of several hundred aircraft financings.

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
the Leases are burdensome to the Debtors' estates.  The Lease
Rates exceed current market rates for comparable aircraft.  The
payment obligations outweigh the benefits that the Debtors
receive from possessing and using the Aircraft.  The Debtors and
the Financing Parties have been unable to agree on terms that
would allow the retention of the Aircraft on economically
agreeable terms.  As a result, the Debtors want to reject the
Leases and rely on other Aircraft with lower costs.

Both Aircraft are currently parked at Timco Aviation Services, in
Goodyear, Arizona.

                     U.S. Bank & BNY Object

U.S. Bank serves as Indenture Trustee for the Aircraft, which are
among those included in a transaction designated as the 1995A Jet
Equipment Trust, for which The Bank of New York acts as
Collateral Agent.  The Aircraft are leased to the Debtors under
leveraged lease agreements.  Each Lease is collaterally assigned
to U.S. Bank to secure repayment of related debt, giving U.S.
Bank all lessor's rights under the Leases.  The Aircraft are also
subject to a Stipulation for Adequate Protection for Jets 1995A
Aircraft, which was approved by the Court.

According to Amy Zuccarello, Esq., at Palmer & Dodge, in Boston,
Massachusetts, the Debtors' proposed rejection procedures are
inconsistent with the Banks' rights and the Court has no
authority under Section 365 of the Bankruptcy Code to sanction
the Debtors' attempts to alter the rights and obligations of the
parties.

The Debtors have tried to play this game before.  The Court has
heard the arguments of both sides and consistently ruled that the
Debtors must follow the conditions provided in the relevant lease
and financing documents.  Nevertheless, "the Debtors continue to
include such offensive provisions in their motions and proposed
orders."  These efforts contradict the Court's directions and
require the Banks to needlessly object and litigate.  The Debtors
should be directed to halt this practice.

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 HERITAGE: Working Capital Losses Spur Going Concern Doubts
-----------------------------------------------------------------
United Heritage Corporation's consolidated financial statements  
have been prepared on a going concern basis, which contemplates
realization of assets and liquidation of liabilities in the  
ordinary course of business.  The Company has incurred substantial
losses from operations and has a working capital deficit.  The
appropriateness of using the going concern basis is dependent upon
the Company's ability to retain existing financing and to achieve
profitable operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.  

Management of the Company is currently exploring other methods of
financing operations  including additional borrowing from a
related party financing company, finding potential joint venture
partners and selling portions or all of certain properties and/or
subsidiary companies.  The Company continues to make efforts
toward reducing overhead in its oil and gas and meat sales
segments and in its corporate headquarters.  The Company expects
that these actions will allow it to continue and eventually
achieve its business plan.

The Company has a $3,000,000 revolving line of credit, secured by
substantially all of the assets of the Company, bearing interest
at 10%, due April 15, 2005, from ALMAC Financial  Corporation, a
corporation owned by the largest shareholder of the Company.  At
December 31, 2003 the Company had drawn $2,674,319 under the line
of credit.

United Heritage Corporation has its principal office in Cleburne,
Texas, and operates its business through its wholly owned
subsidiaries, National Heritage Sales Corporation, UHC   Petroleum
Corporation, UHC Petroleum Services Corporatio, and UHC New Mexico
Corporation.  Its subsidiaries conduct business in two segments.  
Through National, the Company engages in operations in the meat
industry by supplying meat products to grocery store chains for
retail sale to consumers.  The Company's other subsidiaries are
engaged in activities related to the oil and gas industry.  
Petroleum is the holder of oil and gas interests in South Texas
that produce from the Val Verde Basin. New Mexico holds properties
in the southeastern New Mexico portion of the Permian Basin.

At December 31, 2003, the Company had minimal cash.  When
internally generated cash flows are not adequate for all company
purposes, the Company has to call upon its largest shareholder  
and Chief Executive Officer, Walter G. Mize, for additional
advances by an entity controlled  by him or seek other sources.
There can be no assurance that such financing will be obtained.

During the nine months ended December 31, 2003, Mr. Mize's
affiliate advanced $148,950 to the Company under a line of credit.  
As stated, this line of credit is secured by substantially all of
the assets of the Company and Subsidiaries.  At December 31, 2003,
$2,674,319 was advanced under the line of credit. At February 5,
2004, the outstanding balance was $2,677,619, leaving $322,381
available. The Company's other line of credit remains fully drawn.

The Company is seeking strategic transactions that might involve a
sale or assignment of all or a portion the Company's interests in
the oil and gas properties of its Subsidiaries. Management is also
considering a disposition of National or its operations

The Company's equity capital has shown a decrease of $756,164
since March 31, 2003, the previous fiscal year-end.  This decrease
is primarily the result of the net loss for the nine-month period
ended December 31, 2003.

The working capital of the Company was a $2,988,083 deficit for
the period ended December  31, 2003, an increase of $598,174 as
compared to the working capital deficit reported at March 31, 2003
of $2,389,909. Current assets decreased $124,268 during the
current period due  primarily to reduced inventories and accounts
receivable.  Current liabilities increased $473,906, primarily due
to increased accrued expenses and payables resulting from a lack
of operating cash flow.

Total assets of the Company were $31,072,247 for the period ended
December 31, 2003, which is down slightly from the total assets of
$31,205,555 reported at March 31, 2003.


US AIRWAYS: S&P Keeps Watch on Ratings Due to Loan Restructuring
----------------------------------------------------------------
US Airways Group Inc. announced on March 12, 2004, an agreement
with the Air Transportation Stabilization Board (ATSB) under which
subsidiary US Airways Inc. prepaid $250 million of its original $1
billion loan (the balance is now $726 million) in return for
relief on covenants. At the same time, the company disclosed that
its 2003 10-K report would contain a going concern qualification
in the auditor's letter, which cites uncertainty regarding
covenant compliance, and its ability to finance upcoming regional
jet deliveries and to lower operating costs in order to compete
with low-cost airlines. Standard & Poor's Ratings Services said
its ratings on US Airways Group Inc. and its US Airways Inc.
subsidiary (both B-/Watch Neg/--), which were lowered to current
levels Jan. 9, 2004, remain on CreditWatch with negative
implications, where they were placed on Dec. 10, 2003.

"The loan restructuring averts a potential near-term covenant
default, and buys time for the airline to pursue urgently needed
cost reductions," said Standard & Poor's credit analyst Philip
Baggaley. "US Airways emerged from bankruptcy March 31, 2003, with
an improved operating cost structure and reduced debt burden, but
has been unprofitable (excluding special items) since then and
needs to further lower costs in the face of a still-weak airline
industry environment and rapidly rising competition from low-cost
airlines," the credit analyst continued.

In February 2004, the company reported a fourth-quarter 2003 net
loss of $98 million, compared with a net loss of $794 million in
the year-earlier fourth quarter. The 2003 results benefited from
gains on the sale of investments, while the fourth-quarter 2002
period included unusual bankruptcy-related charges. Excluding
these and other unusual items, the company narrowed its pretax
loss to $129 million from $352 million, reflecting cost reductions
achieved in Chapter 11 and an improved revenue environment. Still,
results remain unsatisfactory and behind original plans,
particularly given the considerable restructuring implemented in
bankruptcy during 2002 and 2003.

Long-term prospects for US Airways remain difficult, given the
company's limited route network and increasing exposure to low-
cost competition. Accordingly, acquisition by another airline or
some other form of close integration into a broader alliance
remains the best ultimate solution for US Airways.

Ratings will be lowered if US Airways is not able to secure
covenant revisions from the ATSB, while success in those
negotiations would buy time for US Airways to seek further cost
concessions from labor and pursue other expense initiatives.


VERITAS: Delays 2003 Form 10-K Filing to Restate Financials
-----------------------------------------------------------
VERITAS Software Corporation (Nasdaq: VRTS) announced that it will
delay filing its annual report on Form 10-K for the year ended
December 31, 2003, to restate the Company's financial statements
for the years ended December 31, 2001 and December 31, 2002. The
restatement is the result of an internal investigation, initiated
by management and under the supervision of the audit committee of
the Board of Directors, with the assistance of independent legal
and accounting experts. The financial statements for the year
ended December 31, 2003 will be revised to reflect corrections of
the prior periods and the settlement finalized today of tax audits
related to the Company's 2000 acquisition of Seagate Technology.

On a preliminary basis, the restatement is expected to decrease
2001 revenues in the range of $1 million to $5 million from the
previously reported $1.49 billion and to increase 2002 revenues in
the range of $5 million to $10 million from the previously
reported $1.51 billion. The Company expects that 2001 GAAP net
loss will decrease and non-GAAP net income will increase in the
range of $5 million to $10 million from the previously reported
GAAP net loss of $642 million and non-GAAP net income of $291
million. The Company expects that 2002 net income will decrease in
the range of $5 million to $10 million from the previously
reported GAAP net income of $57 million and non-GAAP net income of
$256 million.

As a result of the adjustments to the prior periods, the Company
also expects, on a preliminary basis, that revenues for the year
ended December 31, 2003 will decrease in the range of $10 million
to $15 million from the previously announced $1.77 billion. Net
income for the same period is expected to decrease in the range of
$15 million to $20 million from the previously announced GAAP net
income of $274 million and non-GAAP net income of $353 million.

A further, and unrelated, adjustment will be required by the
settlement finalized today by federal taxing authorities of tax
audits related to the Company's 2000 acquisition of Seagate
Technology. This settlement will result in an increase to 2003 net
income of approximately $95 million. The combined impact of these
adjustments is expected to increase 2003 GAAP net income in the
range of $75 million to $80 million.

The restatement and other adjustments will not affect the
Company's reported cash flows or cash balances for any of these
periods.

The investigation began as an internal matter reviewed in
accordance with the Company's corporate governance processes,
which ultimately led to an independent forensic accounting and
legal investigation under the supervision of the audit committee
of the Board of Directors. This investigation concluded on March
12, 2004 and identified certain accounting practices not in
compliance with generally accepted accounting principles during
2002, 2001 and prior periods under the direction of former
financial management. These practices included the incorrect
deferral of professional services revenue and the unsubstantiated
accrual of certain expenses, which had a positive impact in some
periods and a negative impact in others. In addition, accounts
receivables and deferred revenue were overstated by approximately
$7 million at June 30, 2002. The expected adjustments for 2003 are
primarily a consequence of correcting errors from the prior
periods.

"Upon conclusion of the investigation, we decided that restating
our reported financial statements was the appropriate course of
action," said Gary Bloom, president, chairman and CEO. "The
Company is committed to accurate financial reporting and our
financial leadership has been substantially improved since the
arrival of Ed Gillis, our chief financial officer, in November
2002."

"While this announcement is unfortunate, it does not change the
fundamental strength of our business, as we drive the company to a
target of $2 billion in revenue in 2004," Bloom continued. "We
remain comfortable with our guidance for the first quarter, which
included revenue in the range of $455 to $470 million and diluted
earnings per share of $0.17 to $0.20, on a GAAP basis, and $0.18
to $0.21 on a non-GAAP basis."

The adjustments referred to in this announcement are preliminary
estimates, and because the reaudit has not been completed further
adjustments may be required for these or other periods. The
Company expects to file its Form 10-K during the June quarter.

The Company has notified the Securities and Exchange Commission of
the internal investigation and will cooperate regarding this
matter.

As a result of the Company's delay in filing its Form 10-K for
2003, the Company expects to receive notification from NASDAQ that
it is not in compliance with the filing requirements for continued
listing on NASDAQ and that its securities could be subject to
delisting from the NASDAQ National Market. In addition, the
Company anticipates that NASDAQ may change the Company's trading
symbol from "VRTS" to "VRTSE." The Company expects to remedy its
filing deficiency before NASDAQ delists its securities, but there
can be no assurance that NASDAQ will grant a request for continued
listing.

                    About VERITAS Software

VERITAS Software ranks among the top 10 software companies in the
world. VERITAS Software is the world's leading storage software
company, providing data protection, storage management, high
availability, application performance management and disaster
recovery software to 99 percent of the Fortune 500. VERITAS
Software's corporate headquarters is located at 350 Ellis Street,
Mountain View, CA, 94043. Web site is at http://www.veritas.com/

                    About VERITAS Software

With revenue of $1.77 billion in 2003, VERITAS Software ranks
among the top 10 software companies in the world. VERITAS Software
is the world's leading storage software company, providing data
protection, storage management, high availability, disaster
recovery, and application performance management software to 99
percent of the Fortune 500. VERITAS Software's corporate
headquarters is located at 350 Ellis Street, Mountain View, CA,
94043, tel: 650-527-8000, fax: 650-527-8050, e-mail: vx-
sales@veritas.com, Web site: http://www.veritas.com/

As reported in the Troubled Company Reporter's December 18, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on VERITAS Software Corp. to 'BB+' from 'BB' and its
subordinated rating to 'BB-' from 'B+'. The outlook is stable.

"The upgrade reflects VERITAS' good execution during a difficult
IT spending environment and growth opportunities that include
products, platforms, and geographies," said Standard & Poor's
credit analyst Philip Schrank.


VESTA INSURANCE: Fitch Watches Low-B Level Issuer & Debt Ratings
----------------------------------------------------------------
Fitch Ratings commented that the 'B-' long-term issuer and debt
ratings of the Vesta Insurance Group (Vesta, NYSE: VTA) remain on
Rating Watch Negative following Vesta's release of its fourth
quarter earnings and Vesta's announcements regarding the status of
various capital initiatives. The 'BB' insurer financial strength
ratings of Vesta's property/casualty insurance subsidiaries and
the 'CCC' capital securities rating of Vesta Capital Trust I also
remain on Rating Watch Negative. The ratings cover approximately
$56 million of public senior debt and $20 million of deferrable
capital securities.

On March 2, 2004, Vesta disclosed that an adverse ruling in an
arbitration proceeding would result in a $33.5 million charge to
fourth quarter earnings. In that announcement, Vesta also
indicated that it would review the recoverability of similar
reinsurance recoverables, its deferred tax asset and its goodwill
asset. Vesta also previously indicated that it did not expect to
be in full compliance with the financial covenants of its
revolving credit arrangement at year-end 2003.

Vesta announced that it has written off the reinsurance
recoverables related to the arbitration ruling and has established
a valuation allowance for its deferred tax asset, resulting in a
combined fourth quarter 2003 GAAP charge of $118.8 million.
Positively, Vesta has obtained a waiver from its bank for the loan
covenant violations.

In the review leading to the Rating Watch, Fitch considered the
possibility of significant charges related reinsurance
recoverables, deferred taxes and goodwill. The charges announced
today fall within the range of outcomes expected by Fitch.
Nonetheless, the charges materially deplete Vesta's capital.
Vesta's adjusted debt-to-total capital ratio rose from 28.5% at
September 30, 2003 to 43.8% at December 31, 2003. Likewise, Fitch
expects a considerable decline in risk-based capital levels of
Vesta's property/casualty insurance subsidiaries.

As a result, Fitch also reviewed Vesta's plans for replenishing
the capital lost as the result of the charges. Fitch expects the
sale of Vesta's American Founders life subsidiary and the IPO of
its non-standard auto insurance subsidiary, Affirmative Insurance
Holdings, to have positive effects on GAAP equity and statutory
surplus. However, Fitch also notes that considerable uncertainty
remains regarding Vesta's ability to execute its capital plans.
The American Founders sale is at the definitive agreement stage,
which Fitch views positively. Conversely, the preliminary
registration statement for the Affirmative Insurance IPO is
currently being filed. As such, the amount of capital to be raised
in the IPO is not yet known and Vesta's success in completing the
offering is not assured.

Fitch expects to maintain the Rating Watch Negative until the
transactions have been completed, the full amount of the capital
to be raised is known and the capital has been deployed in Vesta's
operations. If Vesta is not able to complete the planned
transactions in a timely manner or realize approximately the
amount of capital anticipated, Fitch will likely downgrade Vesta's
ratings.

Fitch also notes that with the sale of the American Founders life
operation and the spin-off of the Affirmative Insurance non-
standard auto operation, Vesta will be a much smaller, less
diverse insurance business going forward. The company will have a
smaller premium base to cover overhead expenses, including debt
service, and will retain a significant portion of its catastrophe
exposure. Fitch further notes that the proceeds from the sale of
American Founders are in the form of cash and a note. Therefore,
Fitch's determination of the ultimate Rating Outlook for Vesta
will depend on viability and competitive positioning of the
remaining standard personal lines insurance business and the
collectability of the American Founders note.

Vesta Insurance Group, Inc., headquartered in Birmingham, AL, is a
holding company for a group of insurance companies.

                        Affected ratings:

Affirmative Insurance Co.
Florida Select Insurance Co.
Hawaiian Ins. & Guaranty Co.
Insura Property and Casualty Ins. Co.
Shelby Casualty Insurance Co.
The Shelby Insurance Co.
Vesta Fire Insurance Corporation
Vesta Insurance Corporation
Texas Select Lloyds Insurance Co.

        -- Insurer financial strength 'BB' Remain on Watch
           Negative.

Vesta Insurance Group, Inc.

        --Long term rating 'B-' Remain on Watch Negative;
        --Senior debt 'B-' Remain on Watch Negative.

Vesta Capital Trust I

        --Deferrable Capital Securities 'CCC' Remain on Watch
          Negative.


VIE FINANCIAL: Accumulated Loss Prompts Going Concern Uncertainty
-----------------------------------------------------------------
To date, Vie Financial Group Inc. has recognized recurring
operating losses and has financed its operations primarily through
the issuance of equity securities. As of December 31, 2003, it had
an accumulated deficit of $107,445,162 and stockholders'
deficiency of $3,122,853, which raises substantial doubt as to the
Company's ability to continue as a going concern. While management
believes the series H preferred funding and changes made to reduce
its cost structure will enable the Company to continue operating
until it is able to generate sufficient revenues to fund
operations, there is no assurance that VIE will be successful. If
unable to attain profitability within the next 12 months, the
Company indicates that it may be unable to continue operating.

Vie Financial Group, Inc. is headquartered in Philadelphia with
offices in New York and Chicago. Vie and its subsidiaries provide
electronic trading services to institutional investors and broker-
dealers.


WORLDCOM: Agrees to Sell Embratel Investment to Telmex
------------------------------------------------------
Embratel Participacoes S.A. (NYSE: EMT) (BOVESPA: EBTP3 EBTP4),
the Company that holds 98.8 percent of Empresa Brasileira de
Telecomunicacoes S.A. - Embratel, announced that it has been
informed by its controlling shareholder, MCI (WCOEQ MCWEQ) that
MCI has entered a definitive agreement to sell its 19.26 percent
economic interest and a 51.79 percent voting interest in Embrapar
to Telefonos de Mexico, S.A. de C.V. (BMV: TELMEX) (NYSE: TMX)
(Nasdaq: TFONY) (LATIBEX: XTMXL) for US$360 million in cash.
Completion of the sale is subject to approval by the U.S.
Bankruptcy Court and Brazilian regulatory authorities with filings
to anti-trust and securities agencies.

Embrapar was also informed by MCI that the Telmex offer was
approved by both the MCI Board of Directors and by its Official
Committee of Unsecured Creditors.

Embratel is committed to its customers, employees and
stockholders. "While this process is taking place, Embratel will
remain focused on serving corporate, government and residential
clients with the quality that has rendered its leadership position
as the premium telecommunications service provider in Brazil,"
said Jorge Rodriguez, President of Embratel. The Company will
continue to endeavor to foster the interests of its clients,
employees, shareholders and various stakeholders.

Embratel is the premium telecommunications provider in Brazil and
offers an ample variety of telecom services -- local and long
distance telephony, advanced voice, high-speed data transmission,
Internet, satellite data communications, and corporate networks.
The company is a leader in the country for data services and
Internet, and is highly qualified to be an all-distance network
carrier in Latin America. Embratel's network spreads countrywide,
with almost 29 thousand kms of optic cables, which represents
about one million and sixty-nine thousand km of fiber optics.


W.R. GRACE: Asbestos Committee Pushes to Terminate Exclusivity
--------------------------------------------------------------
The Official Committee of Asbestos Personal Injury Claimants
complains that in nearly three years W.R. Grace & Co. has made no
meaningful progress toward filing a plan of reorganization to
emerge from chapter 11 bankruptcy.  The Committee's fed-up with
the Debtor's inaction and says its time to let creditors try to
propose a chapter 11 plan for the company.  The Committee asks the
U.S. Bankruptcy Court for the District of Delaware to terminate
the Company's exclusive right to propose a Chapter 11 Plan.  

The Committee tells Judge Fitzgerald that it met with W.R. Grace
in September 2003, following the August 25, 2003, hearing on the
company's fifth request to extend the exclusive periods.  At that
hearing, the Committee reminds Judge Fitzgerald, she directed the
parties to confer.  "The proposal made by the Debtors could not be
regarded as a serious attempt to reach a consensual plan," Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, says, without
disclosing any specifics.  W.R. Grace's contentions in its
pleadings that its talking to somebody about a reorganization plan
can't possibly refer to the Asbestos Claimants' Committee, Mr.
Inselbuch continues.

The Debtors have accomplished nothing in the past six months that
lead to the filing of a chapter 11 plan and there's nothing the
Committee sees that would lead anyone to believe there will
progress in the next six months is the Company's exclusive period
remains intact.  Five times now, W.R. Grace has argued that it's
bankruptcy case is large and complex and it needs a meaningful
opportunity to negotiate a plan.  Five times the Court's given the
Debtor a favorable nod.  This sixth time around, the argument is
tired and worn and the Debtors fail to demonstrate good cause for
a sixth extension, the Committee says.

Anticipating the argument that terminating exclusivity at this
juncture would lead to a parade of horribles, the Committee tells
Judge Fitzgerald she shouldn't fret.  The Committee believes there
is little likelihood of a consensual plan if the Company maintains
control of the plan process and there are other parties who are
willing and able to file a plan.  The threat of a creditor-
proposed plan, the Committee suggests, is what's needed now to
move the plan process forward.  

W.R. Grace & Co. (NYSE: GRA) and 61 debtor-affiliates filed for
chapter 11 protection on April 2, 2001 (Bankr. Case No. 01-1139)
in the U.S. Bankruptcy Court for the District of Delaware
following a sharp increase in asbestos-related litigation.  James
H.M. Sprayregen, Esq., at Kirkland & Ellis in Chicago, and Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl, Young & Jones PC,
in Wilmington, represent the Company.  W.R. Grace is a leading
global supplier of catalysts and silica products, specialty
construction chemicals and building materials, and container
products.  With billions of dollars in assets and annual revenues,
W.R. Grace employs thousands of workers in dozens of countries.  


XO COMMS: Reports Declining Revenues for 4th Quarter & FY 2003
--------------------------------------------------------------
XO Communications, Inc. (OTCBB:XOCM.OB) reported financial results
for the fourth quarter and year ended December 31, 2003.

XO reported fourth-quarter 2003 revenue of $261 million versus
revenue of $299.4 million for the fourth-quarter of 2002. For the
fiscal year ended December 31, 2003, XO reported revenue of
$1,110.5 million versus revenue of $1,259.9 million for the fiscal
year ended December 31, 2002.

The majority of the decline in revenue was caused by downsizings
from carrier customers. The commercial offerings to middle market
businesses, however, remained relatively stable as revenue
acquisition kept pace with attrition. The company estimates that
total 2004 revenue will increase as compared to annualized fourth
quarter 2003 results.

Of the total fourth quarter revenues, revenue from voice services,
which includes local, long distance and other voice services, was
$131.6 million, revenue from data services, which includes
Internet access, network access and web hosting services, totaled
$92.4 million, and fourth quarter revenue from integrated data and
voice services was $37.0 million. Of total revenues for the fiscal
year ended December 31, 2003, revenue from voice services was
$572.8 million, revenue from data services was $392.7 million, and
revenue from integrated data and voice services was $145.0
million.

Loss from operations for the fourth quarter of 2003 was $48.7
million versus $176.5 million for the fourth quarter 2002. Loss
from operations for the fiscal year ended December 31, 2003 was
$111.9 million versus $1,208.9 million for the fiscal year ended
December 31, 2002.

"XO's fourth-quarter and full year results reflect the continued
competitive pressures faced by companies in the telecommunications
industry," said XO Communications' Chief Executive Officer, Carl
Grivner. "Despite these challenges, we were able to execute more
than 10,000 new customer orders in the fourth quarter.
Furthermore, we took action to improve our operational
effectiveness by focusing on improving margins and reducing our
cash consumption. As a result of these efforts, we were able to
generate net cash from operations of $6.3 million during 2003."

Cost of service for the fourth quarter of 2003 was $102.8 million
versus $122.0 million for the fourth quarter of 2002. Cost of
service as a percentage of revenue for the fiscal year ended
December 31, 2003 declined to 38.0 percent or $422.1 million
versus 41.5 percent or $522.9 million for the fiscal year ended
December 31, 2002. Selling, operating and general expenses were
$679.3 million for the fiscal year ended December 31, 2003 versus
$765.9 million for the fiscal year ended December 31, 2002.
Capital expenditures for the fiscal year ended December 31, 2003
were $82.3 million versus $208.7 million for the fiscal year ended
December 31, 2002.

As of December 31, 2003, the company's balance of cash and
marketable securities decreased to $520.6 million from $561.0
million as of December 31, 2002. For the previous fiscal year, the
company's balance of cash and marketable securities decreased to
$561.0 million as of December 31, 2002 from $755.2 as of December
31, 2001.

In January 2004, XO closed a rights offering that resulted in the
sale of 39.7 million shares of the company's new common stock. XO
raised net proceeds of approximately $197.6 million from the
rights offering and applied those proceeds to reduce its
outstanding debt and accrued interest from approximately $536.8
million to approximately $339.2 million. XO has no current debt
service requirements since cash interest payments as well as
automatic and permanent quarterly reductions of the principal
amount outstanding under the company's credit facility do not
commence until 2009 except under certain circumstances relating to
financial results and ratios.

"While this has been a difficult year for the telecommunications
industry, XO was able to make progress by improving our gross
margins, reducing total overhead costs, and using our assets more
efficiently, thereby lowering our capital expenditures year over
year," said XO Communications' Chief Financial Officer Wayne
Rehberger.

On February 13, 2004, XO Communications announced that it had been
selected as the winning bidder to acquire substantially all of the
assets of Allegiance Telecom, Inc. On February 19, 2004, XO's
purchase of substantially all of the Allegiance Telecom assets was
approved by the U.S. Bankruptcy Court for the Southern District of
New York. The transaction remains subject to certain federal and
state governmental approvals. The financial information in this
press release does not include the financial results of Allegiance
Telecom, Inc. and relates only to XO's fourth-quarter and annual
results for the period ending December 31, 2003.

"The acquisition of Allegiance Telecom's network assets will make
XO one of the nation's largest national local telecommunications
services providers. The combination of XO and Allegiance is good
for both the industry and businesses as it will contribute to
increased competition for regional Bell operating companies and
give businesses more choices for their end-to-end
telecommunications needs," said Grivner. "In addition, the
acquisition increases the density of our PoPs (Points of Presence)
in local markets, which uniquely positions XO to sell last mile
and metro services to all the large long distance companies."

"We have identified approximately $60 million in network cost
savings and $100 million in general and administrative costs that
could be realized over time as a result of this acquisition,"
added Grivner.

XO Communications plans to hold a conference call during the
second quarter to discuss its pending acquisition of Allegiance
Telecom, company strategy, and financial results. Details about
the conference call will be publicly announced in the near future.

               About XO Communications

XO Communications is a leading broadband telecommunications
services provider offering a complete portfolio of
telecommunications services, including: local and long distance
voice, Internet access, Virtual Private Networking (VPN),
Ethernet, Wavelength, Web Hosting and Integrated voice and data
services.

XO has assembled an unrivaled set of facilities-based broadband
networks and Tier One Internet peering relationships in the United
States. XO currently offers facilities-based broadband
telecommunications services within and between more than 70
markets throughout the United States.


XTREMESPECTRUM INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: XtremeSpectrum, Inc.
        8133 Leesburg Pike, Suite 700
        Vienna, Virginia 22182

Bankruptcy Case No.: 04-11067

Type of Business: The Debtor is a provider of ultra-wideband
                  semiconductor solutions for the wireless
                  distribution of digital video and audio.  
                  See http://www.xtremespectrum.com/

Chapter 11 Petition Date: March 10, 2004

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Thomas P. Gorman, Esq.
                  Tyler, Bartl, Gorman & Ramsdell, PLC
                  206 North Washington Street, Suite 200
                  Alexandria, VA 22314
                  Tel: 703-549-5000
                  Fax: 703-549-5011

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
------                        ---------------       ------------
Alliance Technology                                   $1,676,389
Ventures II
c/o Mike Slawson
8995 Westside Pkwy, #200
Alpharetta, GA 30004

Cadence Design Systems, Inc.  Business Vendor         $1,618,776
PO Box D3610
Boston, MA 02241-3610

TI Ventures III, LP                                   $1,466,172
c/o Gus Warren
One Bush Street, 13th Fl
San Francisco, CA 94104

Drax Holdings, LP                                     $1,318,926
6684 32nd Place NW
Washington, DC 20015

POD Holding, LP                                       $1,061,259
c/o Peter Lawrence
18 Newburg Street, 3rd Fl
Boston, MA 02116

Motorola Inc.                                           $795,833
210 Broadway - 4th Fl
Cambridge, MA 02139

OCI                                                     $600,000
Attn: Charley Plunkett
7160 Little Cove Road
Mercersburg, PA 17236

HQVA Xtremespectrum Investors                           $361,132
c/o Gus Warren
One Bush Street, 13th Fl
San Francisco, CA 94104

NextCom Venture Partners, LP                            $265,259
c/o Mark Fahlberg
8000 Towers Crescent Dr #1220
Vienna, VA 22182

Annanora Trust                                          $107,244

Michael Faber                                           $106,207

Hale and Dorr LLP                                        $89,793

Todd U.S. Ventures, LLC                                  $67,304

Hamilton, Brook, Smith &                                 $54,218
Reynolds, PC

Piper Rudnick LLP                                        $51,263

ATV II Affiliates Fund, LP                               $44,750

Todd Pines                                               $26,482

Arrow Electronics, Inc.       Business Vendor            $22,578

Schnieder Capital Partners,                              $21,187
LL

Christian & Timbers, Inc.                                $20,726


ZENITH TECH: Dismisses Stonefield & Installs Marcum as New Auditor
------------------------------------------------------------------
Effective for its fiscal year commencing January 1, 2004, Adsouth
Partners, Inc., formerly Zenith Technology, Inc., has changed its
independent auditors from Stonefield Josephson, Inc. to Marcum &
Kliegman LLP.

The Former Accountant for the Company was dismissed on
February 9, 2004.  The report of the  Former Accountant for the
balance sheet of the Company as of December 31, 2002, and the  
related statements of operations, stockholders' deficit, and cash
flows for each of the two years in the period ended December 31,
2002, was qualified by the assumption that the Company will
continue as a going concern on the basis that: (1) the Company has
incurred net losses from operations, (2) has had negative cash
flows from operations, and (3) has a net capital  deficiency.  The
opinion of the Former Accountant as of December 31, 2002 states
that these conditions raise substantial doubt about the Company's
ability to continue as a going  concern.

The decision to change accountants was approved by the Company's
Board of Directors.  The  Company has no audit committee.

The New Accountant was engaged by letter dated January 30, 2004 to
audit the Company's  financial statements for its fiscal year
ended December 31, 2003, and the change of auditors became
effective as of February 9, 2004.

Control Panel Manufacturer. We manufacture high quality control
panels to your specification and design.


* Government-Forfeited S.C. Property Up for Sale at Bid4Assets
--------------------------------------------------------------
Bid4Assets, Inc., a leading online auction site for high-end
assets from government, non-profits and private industry,
announced that it will auction more than two acres of commercial
land in Florence, South Carolina, forfeited to the U.S. Marshals
Service. The online auction will be held March 22 - 24, 2004, on
the Bid4Assets Web site at http://www.bid4assets.com/USMS

Bid4Assets has been conducting online sales for the U.S. Marshals
Service since December 1999 to include residential and commercial
real estate, luxury vehicles, aircraft, boats, jewelry, timeshares
and financial instruments.

The commercial property is situated on a corner lot and is
rectangular in shape. It consists of 2.04 acres and is located at
1903 South Irby Street, Florence, South Carolina. There is a
ranch-style residence on the property as well as a concrete block
commercial building. The brick veneer residence has a total of
1,699 square feet. It contains seven rooms which includes three
bedrooms and two baths. The commercial building is a 60' x 100'
concrete building that was once utilized by a night club. The
building has a total of 6,000 square feet. All public utilities
are available to the site to include water, sewer, gas,
electricity, telephone and cable television. The property is zoned
B-3, General Commercial. Bidding starts at $330,000.

Photos, specs and other due diligence information are available
online at http://www.bid4assets.com.Interested buyers can contact  
Bid4Assets with any questions by sending an email to
service@bid4assets.com.

"We are pleased to continue to work with the United States
Marshals Service to sell commercial and residential property more
quickly and efficiently online," said Bid4Assets Vice President of
Marketing and Corporate-wide Communications Jenny Lynch.
"Interested buyers can find all of the information they need to
make a purchasing decision online."

                    About Bid4Assets, Inc.

Bid4Assets -- http://www.bid4assets.com/-- is a leading online  
auction site where serious buyers and sellers meet to find high-
end assets from government, non-profits and private industry. We
help our clients by providing customized solutions such as online,
webcast and traditional auctions, as well as Storefronts and
Private Auction Exchanges. Bid4Assets focuses on high-end assets,
selling real estate, personal property, financial instruments and
bankruptcy claims to a worldwide network of buyers. The company is
located in Silver Spring, Md., phone (301) 650-9193, fax (301)
650-9194.

                    About U.S. Marshals Service

The Marshals Service -- http://www.usdoj.gov/marshals/--  
administers the Department of the Justice's Asset Forfeiture
Program by managing and disposing of properties seized and
forfeited by federal law enforcement agencies and U.S. attorneys
nationwide. Currently, the Marshals Service manages more than $878
million worth of property. The proceeds from the sale of forfeited
assets such as real property, vehicles, businesses, financial
instruments, vessels, aircraft and jewelry are deposited into the
Asset Forfeiture Fund and are subsequently used to further law
enforcement initiatives.


* Miller Buckfire Hires Michael Wildish to Enhance M&A Practice
---------------------------------------------------------------
Miller Buckfire Lewis Ying & Co., LLC announced that mergers &
acquisitions specialist Michael A. Wildish has joined the firm as
a managing director. Mr. Wildish will focus on providing M&A
advice in connection with the firm's strategic advisory practice,
particularly in large-scale corporate restructurings. Over the
past 5 years, MBLY's professionals have completed over 100 M&A
transactions valued at over $15 billion.

Mr. Wildish has over 17 years of investment banking experience.
During his career, he has executed 50 M&A transactions valued at
over $45 billion in industries including media,
telecommunications, technology, consumer products and general
industrial. He joins MBLY from Capital Markets Services, Inc., a
subsidiary of General Electric, where he was a managing director.

"Michael's extensive investment banking experience, particularly
in mergers & acquisitions, will deepen our expertise in this area
and enhance MBLY's ability to bring senior-level experience and
high quality execution to its clients," said Henry S. Miller,
chairman of Miller Buckfire Lewis Ying. "Michael will expand our
capabilities across the franchise, especially in sell-side
transactions."

"Joining MBLY is a unique opportunity for me to return to a
private investment banking firm solely focused on strategic advice
and execution of complex transactions," said Mr. Wildish.

As a managing director for Capital Markets Services, Inc., Mr.
Wildish was responsible for new product development and capital
management. Prior to GE, Mr. Wildish was a managing director and
head of media M&A for Credit Suisse First Boston. He joined the
firm from Donaldson Lufkin & Jenrette, which CSFB acquired in
November 2000, where he was a managing director and head of
technology M&A. At DLJ he was also a founding member and co-head
of the firm's highly successful exclusive sales team, which
focused on sell-side transactions for middle market companies. Mr.
Wildish joined DLJ from Lazard Freres where he was a general
partner. Prior to this, he was with Goldman Sachs and Price
Waterhouse. Mr. Wildish received a B.S. from the University of
Virginia and a M.B.A. from Harvard Business School. He is also a
Certified Public Accountant.

          About Miller Buckfire Lewis Ying & Co., LLC

Miller Buckfire Lewis Ying is a leading independent investment
bank providing strategic and financial advisory services focusing
on complex restructuring transactions, mergers and acquisitions,
and equity and debt financing. The firm was formed in July 2002
when the financial restructuring group at Dresdner Kleinwort
Wasserstein spun off as an independent entity. Current and recent
engagements include: Kmart Corporation, Huntsman Corporation,
Level (3) Communications, Centerpoint Energy, Laidlaw
International Inc., Spiegel Inc., Stolt-Nielsen S.A., Horizon
Natural Resources, Grupo TMM S.A., and Vulcan Inc. concerning its
investment in Charter Communications. The firm's professionals
have successfully restructured more than $160 billion in debt,
advised on over 100 M&A transactions valued at more than $15
billion, and advised on financings involving over $18 billion. The
45-member firm is based in New York. Additional information about
Miller Buckfire Lewis Ying can be found at http://www.mbly.com/


* NASD Charges Three Brokers with Suitability Violations
--------------------------------------------------------
NASD has taken separate enforcement actions against three brokers
for making unsuitable recommendations to customers, urging them to
purchase investments using proceeds obtained from cash-out home
mortgage refinancing.

NASD also issued an Investor Alert to help highlight the dangers
associated with mortgaging a home to fund investments. NASD is
concerned that investors who purchase investments with mortgage
proceeds and use their investment returns to make the mortgage
payments could default on their home loans if their investments
decline and they are unable to meet their monthly mortgage
payments. Investors can learn more about the risk of the use of
mortgage proceeds for investing by reading, Betting the Ranch:
Risking Your Home to Buy Securities. It may be found at:

  http://www.nasd.com/investor/alerts/alert_betting_ranch.htm

These enforcement actions include two settlements and the filing
of a complaint:

   * James A. Kenas, of Coeur d'Alene, ID, and formerly a
     registered representative with WMA Securities, Inc., was
     suspended for 6-months for violating NASD's suitability rule
     by recommending that his customers purchase mutual fund
     shares, when the only funds available to those customers for
     the purchases were from mortgaging their home.

   * Steve C. Morgan, of Loveland, CO, and a registered
     representative associated with Washington Square Securities
     at the time of conduct, suspended for 6-months and ordered to
     pay restitution to customers of more than $15,000, which must
     be paid to the customers before he re-enters the securities
     business.  NASD found that Morgan recommended that a retired
     couple purchase a variable annuity even though they were
     financially unable to make the purchase except by mortgaging
     their home.

   * Jamie A. Engelking, of Denver, CO, and a registered
     representative formerly associated with First Union
     Securities, was charged in a complaint with recommending the
     purchase of a variable annuity using mortgage proceeds which
     were the only funds available for the investment.

"A recommendation by a securities firm or a broker that an
investor mortgage his home to buy securities raises all kinds of
regulatory red flags," said Mary L. Schapiro, NASD's Vice
Chairman. "NASD will always ask whether it is appropriate to
recommend that you risk your home to seek investment returns."

Under NASD rules, an individual named in a complaint can file a
response and request a hearing before an NASD disciplinary panel.
Possible sanctions include a fine, order to pay restitution,
censure, suspension or bar from the securities industry.

In settling these charges, Kenas and Morgan neither admitted nor
denied the allegations.

Investors can obtain more information and the disciplinary record
of any NASD-registered broker or brokerage firm by using NASD's
BrokerCheck. NASD makes available BrokerCheck at no charge to the
public. In 2003, members of the public used this service to
conduct more than 2.9 million searches for existing brokers or
firms and requested almost 180,000 reports in cases where
disclosable information existed on a broker or firm. Investors can
link directly to the program by going online to
http://www.nasdbrokercheck.com/

Investors can also continue to access this service by calling 1-
800-289-9999.

NASD is the leading private-sector provider of financial
regulatory services, dedicated to investor protection and market
integrity through effective and efficient regulation and
complementary compliance and technology-based services. NASD
touches virtually every aspect of the securities business -- from
registering and educating all industry participants, to examining
securities firms, enforcing both NASD rules and the federal
securities laws, and administering the largest dispute resolution
forum for investors and securities firms. For more information,
visit http://www.nasd.com/


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
March 18-19, 2004
BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
  The Fifth Annual Conference Healthcare Transactions 2004
   Successful Strategies for Mergers, Acquisitions,
    Divestitures, and Restructurings
     The Millennium Knickerbocker Hotel, Chicago
      Contact: 1-800-726-2524; 903-592-5168;
       dhenderson@renaissanceamerican.com  

April 15-18, 2004
AMERICAN BANKRUPTCY INSTITUTE
  Annual Spring Meeting
   J.W. Marriott, Washington, D.C.
    Contact: 1-703-739-0800 or http://www.abiworld.org  

April 18-20, 2004
INTERNATIONAL BAR ASSOCIATION
  Insolvency is Changing Globally - How and Why?
   Seville, Spain
    Contact: www.ibanet.org    

April 29-May 1, 2004
ALI-ABA
  Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting,
   Securities, and Bankruptcy
    Fairmont Hotel, New Orleans
     Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
AMERICAN BANKRUPTCY INSTITUTE
  New York City Bankruptcy Conference
   Millennium Broadway Conference Center, New York, NY
    Contact: 1-703-739-0800 or http://www.abiworld.org  

May 13-14, 2004
BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
  The First Annual Conference on Distressed Investing - Europe:
   Maximizing Profits in the European Distressed Debt Market
    Le Meridien Piccadilly Hotel - London, UK
     Contact: 1-800-726-2524; 903-592-5168;       
      dhenderson@renaissanceamerican.com  

May 20-22, 2004
ALI-ABA
  Fundamentals of Bankruptcy Law
   Astor Crowne Plaza, New Orleans
    Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

June 2-5, 2004
AMERICAN BANKRUPTCY INSTITUTE
  Central States Bankruptcy Workshop
   Grand Traverse Resort, Traverse City, MI
    Contact: 1-703-739-0800 or http://www.abiworld.org  

June 10-12, 2004
ALI-ABA
  Chapter 11 Business Reorganizations
   Omni Hotel, San Francisco
    Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

June 17-18, 2004
BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
  The Seventh Annual Conference on Corporate Reorganizations
   Successful Strategies for Restructuring Troubled Companies
    The Millennium Knickerbocker Hotel - Chicago
     Contact: 1-800-726-2524; 903-592-5168;
      dhenderson@renaissanceamerican.com   

June 24-26,2004
AMERICAN BANKRUPTCY INSTITUTE
  Hawaii Bankruptcy Workshop
   Hyatt Regency Kauai, Kauai, Hawaii
    Contact: 1-703-739-0800 or http://www.abiworld.org  

July 15-18, 2004
AMERICAN BANKRUPTCY INSTITUTE
  The Mount Washington Hotel
   Bretton Woods, NH
    Contact: 1-703-739-0800 or http://www.abiworld.org  

July 28-31, 2004
AMERICAN BANKRUPTCY INSTITUTE
  Southeast Bankruptcy Workshop
   The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
    Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2004
AMERICAN BANKRUPTCY INSTITUTE
  Southwest Bankruptcy Conference
   The Bellagio, Las Vegas, NV
    Contact: 1-703-739-0800 or http://www.abiworld.org  

October 10-13, 2004
NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
  Seventy Seventh Annual Meeting
   Nashville, TN
    Contact: http://www.ncbj.org/  

November 29-30, 2004
BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
  The Eleventh Annual Conference on Distressed Investing
   Maximizing Profits in the Distressed Debt Market
    The Plaza Hotel - New York City
     Contact: 1-800-726-2524; 903-592-5168;
      dhenderson@renaissanceamerican.com

December 2-4, 2004
AMERICAN BANKRUPTCY INSTITUTE
  Winter Leadership Conference
   Marriott's Camelback Inn, Scottsdale, AZ
    Contact: 1-703-739-0800 or http://www.abiworld.org  

April 28- May 1, 2005
AMERICAN BANKRUPTCY INSTITUTE
  Annual Spring Meeting
   J.W. Marriot, Washington, DC
    Contact: 1-703-739-0800 or http://www.abiworld.org  

June 2-4, 2005
ALI-ABA
  Partnerships, LLCs, and LLPs: Uniform Acts, Taxation, Drafting,
   Securities and Bankruptcy
    Omni Hotel, San Francisco
     Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 14 -17, 2005
AMERICAN BANKRUPTCY INSTITUTE
  Ocean Edge Resort, Brewster, MA
   Contact: 1-703-739-0800 or http://www.abiworld.org  

July 27- 30, 2005
AMERICAN BANKRUPTCY INSTITUTE
  Southeast Bankruptcy Workshop
   Kiawah Island Resort and Spa, Kiawah Island, SC
    Contact: 1-703-739-0800 or http://www.abiworld.org  

November 2-5, 2005
NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
  Seventy Eighth Annual Meeting
   San Antonio, TX
    Contact: http://www.ncbj.org/  

December 1-3, 2005
AMERICAN BANKRUPTCY INSTITUTE
  Winter Leadership Conference
   Hyatt Grand Champions Resort, Indian Wells, CA
    Contact: 1-703-739-0800 or http://www.abiworld.org  

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                           *********

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

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

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

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

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

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Rizande B.
Delos Santos, Paulo Jose A. Solana, Aileen M. Quijano and Peter A.
Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***