TCR_Public/040322.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, March 22, 2004, Vol. 8, No. 57

                           Headlines

ADELPHIA COMMS: Exclusivity Hearing Adjourned to April 26
AGRICORE UNITED: Better Grain Shipments Boost 1st Quarter Results
AINSWORTH LUMBER: Closes Tender Offers for Senior Secured Notes
AIR CANADA: Pursuing Okay to Enforce Perpetual Debt Pact in Plan
AIR CANADA: Trinity's Pension Grab Gambling with Company's Future

AIRLEASE: Plans to Sell Remaining Assets & Dissolve Partnership
AIRLEASE: Will Make First Quarter Cash Distribution on May 14
ALLEGIANCE TELECOM: Files Reorganization Plan in S.D.N.Y.
AURORA FOODS: Emerges from Chapter 11 & Completes Pinnacle Merger
B & B COMMNET: Voluntary Chapter 11 Case Summary

BEAR STEARNS: Fitch Assigns Low-B Ratings to 6 Note Classes
BURLINGTON: BII Trust Wants to Extend Service Date for Complaints
CARAUSTAR: Will Present at Lehman Brothers' Conference Tomorrow
CARAUSTAR: Will Raise Tube & Core Product Line Prices on Apr. 12
CHYPS CBO: S&P Places Class A-3A & A-3B Ratings on Watch Negative

CINCINNATI BELL: Lenders Agree to Waive Credit Default
COMMSCOPE: Prices $225 Million Convertible Debt Private Offering
COTT CORP: Appoints John K. Sheppard as Chief Executive Officer
CSG SYSTEMS: S&P Affirms & Removes Low-B Ratings from Watch
CSK AUTO: Reports Improved Sales and Profits for Q4 & FY 2003

DAVID ELLIS AGENCY: Voluntary Chapter 11 Case Summary
DII INDUSTRIES: Court Okays Gelco Automotive Fleet Lease
EDISON INT'L: Declares Quarterly Dividends Payable on April 30
ENRON CORP: Court Temporarily Allows 58 Claims for Voting
ENRON CORP: Various Creditors Sell Claims Totaling $130,652,295

EXIDE TECH: Trade Creditors Sell 88 Claims Totaling $2.2 Million
EXTENDICARE: Signs-Up Philip Small as Chief Operating Officer
FALCON PRODUCTS: S&P Junks Rating over Lower-than-Expected Profits
FAST FORWARD INC: Case Summary & 20 Largest Unsecured Creditors
FOOTSTAR INC: Taps Hilco Merchant Resources as Liquidation Agent

FOOTSTAR: Liquidating 88 Just for Feet & 75 Footaction USA Stores
GARDEN RIDGE: Retains Andrews & Kurth as Real Estate Attorneys
GEO SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
G+G RETAIL: S&P Lowers Ratings to D After Debt Restructuring
HAVENS STEEL CO: Case Summary & 20 Largest Unsecured Creditors

HYTEK MICRO: Expects Going Concern Qualification in 2004 Audit
IMC HOME EQUITY: Moody's Takes Rating Actions on 4 Loan Trusts
INDUSTRY MORTGAGE: Fitch Ratchets Class B Notes Rating to CCC
INDYMAC ABS: Fitch Takes Rating Actions on Ser. SPMD 2001-A Notes
INTERNATIONAL PAPER: Redeeming 8-1/8 Percent Notes on April 19

IVACO INC: Canadian Court Ends Truckers' Boycott of Services
KAISER ALUMINUM: Selling Parcels 2A & 2B in Va. to Harley Douglas
KCS ENERGY: S&P Assigns Low-B Level Credit & Debt Ratings
KMART HOLDING: Profitable Since Reorganization, Says Report
KMART: Featured in Schaeffer's Street Chatter

LUIGINO'S INC.: S&P Rates Proposed Sr. Sec. Bank Facility at B+
MARINER: Discloses Risks Relating to Substantial Indebtedness
MEDCOMSOFT: Completes Private Placement Equity Financing
MEDMIRA: Raises Additional $350,000 Through Debenture Financing
METROMEDIA: Russian Unit Buys 80% Stake in Pskov Telephone Network

METROPOLITAN MORTGAGE: Fitch Affirms & Downgrades 3 Debt Issues
MIRANT CORP: Court Clears Compromise Agreement with Insurers
MIRANT: CDC Globeleq Sells Back Stake in Philippines Power Station
MLEA INC: Voluntary Chapter 11 Case Summary
NATIONAL CENTURY: Selling Lincoln Center to Promise Hospital

NATIONSRENT: Creditor Trustee Wants 2 Duplicate Claims Disallowed
NATIONAL WASTE: Seeks Nod to Pay Vendors' Prepetition Claims
NORTEL NETWORKS: Featured in Schaeffer's Street Chatter
NET PERCEPTIONS: Obsidian Enterprises Increases Stock Offer
OREGON ARENA: U.S. Trustee Fails to Form Creditors Committee

OWENS: Obtains Go-Ahead to Buy Jackson, Tenn. Facility Equipment
PACIFIC GAS: Fitch Expects to Rate $6.7B Secured Debt at BBB
PARMALAT GROUP: US Debtors Tap BSI as Claims & Noticing Agent
PARMALAT: Gets Interim Nod to Amend Receivables Purchase Pact
PEABODY ENERGY: Fitch Rates New Senior Unsecured Notes at BB

PENTHOUSE: Rolling Stone Magazine Features Founder Robert Guccione
PG&E NATIONAL: USGen Permits JPMorgan to File Consolidated Claims
POLAROID: Settles False Claims Act Suit, Reports U.S. Attorney
POTLATCH CORP: Fitch Affirms Ratings & Revises Outlook to Stable
RESIDENTIAL ASSET: Fitch Slashes Class B Notes Rating to CCC

RIGGS NATIONAL: Fitch Places Low-B Ratings on Watch Negative
ROCKFORD PROPERTIES: Case Summary & Largest Unsecured Creditors
ROGERS CABLE: Michael Adams is New CFO Effective April 20, 2004
SEALY CORP: S&P Rates $490 Million Sr. Sub. Notes at B-
SEITEL INC: Bankruptcy Court Confirms Amended Reorganization Plan

SHELBOURNE: Entering Into a Liquidating Trust Pact on April 16
SHERWOOD HD: Case Summary & 11 Largest Unsecured Creditors
SOLECTRON CORP: Second Quarter Net Loss Reduces to $90 Million
SOUTHWEST RECREATIONAL: Kaye Scholer Retained as Special Counsel
SPECTRASITE INC: CFO to Speak at Lehman Brothers' Conference Today

STOLT OFFSHORE: Settles European Patent Dispute Out of Court
SUPERIOR ESSEX: Buying Belden's Comm. Cable Assets for $95 Million
TEEKAY SHIPPING: Increased Debt Leverage Spurs S&P's Neg. Watch
THOMPSON PRINTING: Taps Booker Rabinowitz as Bankruptcy Counsel
TOTAL CONTAINMENT: Case Summary & 20 Largest Unsecured Creditors

UAL CORP: Examiner Sides with Airline on Retiree Benefits Issue
US AIRWAYS: Reaches Pact Resolving Four DFO Partnership Claims
WORKFLOW MGT: Int'l Shareholder Urges Clients to Vote For Merger
WORLDCOM INC: Reaches AT&T Dispute Settlement & Compromise
W.R. GRACE: Neutocrete Wants to Defend Grace Lawsuit

* Susan Kohlmann Joins Pillsbury's NY Office as Managing Partner

* BOND PRICING: For the week of March 22 - 26, 2004

                           *********

ADELPHIA COMMS: Exclusivity Hearing Adjourned to April 26
---------------------------------------------------------
The hearing on the Adelphia Communications Debtors' request to
extend their exclusive periods during which to file a plan of
reorganization and solicit votes on that plan from their creditors
is continued to April 26, 2004 at 9:45 a.m., and to the extent
required, continued to April 28, 2004.  The ACOM Debtors'
Exclusive Periods, the Bankruptcy Court in Manhattan orders, are
extended until the conclusion of that hearing. (Adelphia
Bankruptcy News, Issue No. 53; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


AGRICORE UNITED: Better Grain Shipments Boost 1st Quarter Results
-----------------------------------------------------------------
Agricore United (TSX:AU) saw improved grain handling in the first
quarter of 2004 as a result of a better growing season in 2003.
The company's grain shipments for the three months ended January
31, 2004 increased by 53 percent over the same period last year.
Agricore United's net loss of $12.7 million or $0.31 per share for
the first quarter of 2004 improved by $6.9 million from a net loss
of $19.6 million or $0.46 per share for the same quarter last
year.

Earnings before interest, taxes, depreciation and amortization
(EBITDA) increased by $8.8 million over the $1.9 million earned
for the quarter last year - almost entirely related to higher
gross profits from significantly increased grain shipments.
However, even though industry grain shipments in the past quarter
increased by 63 percent over the last year, they still only
reached about 80 percent of pre-drought levels.

"As we expected at the end of the 2003 fiscal year, grain handling
picked up significantly despite a slower than expected start to
the Canadian Wheat Board's export program and the outlook for
grain movement through the summer is bullish," says Brian Hayward,
Chief Executive Officer. "Even with higher grain shipments and
sustained sales activity for Crop Production Services, our
operating, general and administrative costs remained flat in the
quarter compared to last year." Hayward notes that while crop
production services and grain handling are improving, the same
cannot be said for the livestock industry and the potential impact
on the company's relatively smaller livestock feed business.

"The livestock industry in Canada, especially western Canada,
continues to be hammered by import restrictions and currency
fluctuations," says Hayward. The western Canadian livestock
industry's prospects and the impact on producer purchasing power
remain uncertain. Import restrictions imposed by the United States
and other countries as a result of BSE concerns continue to
negatively impact the beef industry. In addition, hog producers
may continue to suffer margin erosion as the Canadian dollar
strengthens against the US dollar and the cost of certain feed
ingredients remains high.

Nevertheless, the company experienced its third consecutive
quarter of improved earnings and realized a net profit of $4.6
million for the twelve months ended January 31, 2004 - the first
profit for any trailing twelve month period since the impact of
the first drought in 2001.

                        FIRST QUARTER REPORT
              FOR THE THREE MONTHS ENDED JANUARY 31, 2004

Q1 Highlights

- Higher Grain Handling Volumes - Industry grain shipments for the
  three months ended January 31, 2004 increased by 63% over the
  same period last year and the Company's shipments increased 53%.
  The Company's average grain margin per tonne declined to $20.56
  from $22.53 last year, largely due to lower earnings from open
  market commodities.

- Lower Expenses Despite Increased Grain Activity - The Company
  reduced operating, general and administrative expenses by
  $792,000 despite sustained sales activity for Crop Production
  Services and significantly higher grain shipment activity in the
  quarter. Increases in the cost of port terminal operations in
  Vancouver, British Columbia - that result from the absence of
  the labour dispute that temporarily reduced operating costs last
  year - were fully offset by an accrual for recovery of property
  taxes on port terminal operations in Thunder Bay, Ontario.

- Improved EBITDA and EBIT (a) - EBITDA increased $8.8 million,
  almost entirely related to higher gross profits from Grain
  Handling as a result of the significantly increased grain
  shipments. Lower depreciation and amortization charges
  contributed to a $10.9 million improvement in EBIT for the
  quarter.

- Improved Net Earnings - The net loss of $12.7 million ($0.31 per
  share) for the quarter ended January 31, 2004 improved by $6.9
  million from the loss of $19.6 million ($0.46 per share)
  reported in the same quarter last year.

- Improved Cash Flow from Operations - Largely as a result of
  improved EBITDA, cash used in operations of $1.7 million ($0.08
  per share) improved by $13.7 million from cash used in
  operations of $15.4 million ($0.37 per share) for the quarter
  ended January 31, 2003.

- First Annualized Profit Post-Merger - The Company realized a net
  profit of $4.6 million for the twelve months ended January 31,
  2004 - the first profit for any trailing twelve-month period
  since the impact of the first drought in 2001.

                   Consolidated Financial Results

Crop Production Services

Sales of seed, crop nutrients, crop protection and other products
of $57.3 million for the quarter ended January 31, 2004 declined
$7 million (10.9%) compared to sales of $64.3 million for the same
quarter last year. While the Company does not record sales until
products are delivered or services are rendered to customers,
deferred sales revenue (prepaid sales not yet delivered) amounted
to $111.8 million at January 31, 2004 compared to $121.5 million
at January 31, 2003. This decline in recorded as well as deferred
sales resulted from both advanced fertilizer sales in the quarter
ended October 31, 2003 (due to favourable weather conditions) and
producers delaying seed purchasing decisions for 2004 until later
in the spring when final planting decisions are made. Other sales
and revenue from services for the quarter ended January 31, 2004
declined by $4.5 million compared to last year due to reduced
sales of agri-services (custom application, NH3 application and
agronomic services), associated with lower crop input sales, and
lower supplier rebates on crop protection products for the
preceding season.

Gross profit and net revenue from services of $20.9 million for
the quarter ended January 31, 2004 increased $380,000 (1.8%) over
the same quarter last year despite the underlying decrease in
sales and revenue from services. The increased margin on sales is
largely attributable to higher gross profits from the Company's
joint venture, Western Co-operative Fertilizers Ltd., and its
fertilizer manufacturing subsidiary, Canadian Fertilizers Limited.

Crop Production Services operating, general and administrative
("OG&A") expenses of $22 million for the quarter ended January 31,
2004 were $2.1 million (8.5%) lower than the same quarter in 2003.
The reduction reflects lower credit expenses, reduced staff levels
and general cost containment. As a result, Crop Production
Services EBITDA loss of $1 million for the quarter improved by
$2.4 million over 2003. An $803,000 decrease in depreciation and
amortization expenses further improved the EBIT loss for this
segment to $6.0 million from a loss of $9.2 million in 2003.

Grain Handling

The Canadian Grain Commission ("CGC") reported that industry
shipments of the six major grains (wheat, barley, oats, canola,
flax, peas) were 6.8 million tonnes in the three months ended
January 31, 2004, an increase of 2.6 million tonnes (63%) over the
same period in 2003 - reflecting a return to more normal shipping
patterns. Nevertheless, this was still only 78% of industry
shipments in the same quarter ended January 31, 2001 (prior to the
effects of either the 2001 or 2002 droughts). The timing of
shipments of Canadian Wheat Board ("CWB") grains (wheat, durum and
barley) was the predominant reason for the reduction in 2004
shipments compared to 2001.

Reflecting the improvement in industry shipments, Agricore United
handled 2.3 million tonnes in the quarter ended January 31, 2004,
an increase of 779,000 tonnes (or 53%) over 2003. The Company
shipped 1.1 million tonnes of CWB grains, an increase of only
256,000 tonnes (29%) over 2003, reflecting both lower industry
shipments of CWB grains and the Company's reduced participation in
CWB tenders during the quarter. As a result, the ratio of Company
grain shipments to industry grain shipments for the quarter ended
January 31, 2004 declined to 33.1% (2003 - 35.5%) but increased to
35.3% for the twelve months ending January 31, 2004 (2003 -
33.9%).

The Company handled 1.2 million tonnes of grain through its port
terminals in the quarter ended January 31, 2004 (2003 - 475,000
tonnes) - an increase of 149% - representing about 52.2% of its
total grain shipments (2003 - 32.1 %). The lower port terminal
handling in the prior year arose as a result of the 2002 drought
as well as the closure of all grain terminals in the port of
Vancouver from August 26th to December 6th, 2002 due to a labour
dispute. The Company handled 1.7 million tonnes or 56.6% of its
grain shipments through its port terminal operations in the three
months ended January 31, 2002 (prior to the 2002 drought and
labour dispute).

Grain Handling gross profit and revenue from services of $46.5
million ($20.56 per tonne) for the latest quarter increased $8.5
million over last year. The average margin per tonne for the same
period last year was $22.53 - excluding a $4.6 million additional
recovery from the Company's grain volume insurance program related
to the crop year ended July 31, 2002. The decline of $1.97 (8.7%)
in the average margin per tonne resulted, in part, from the time-
lag between estimating execution costs when commodities were
purchased compared to higher than expected vessel freight rates
once shipping was booked. Margins were negatively impacted by
advance execution costs to move oilseeds, which have not yet been
sold, to sale position in Europe. Increased competition to procure
handling of open market (non-CWB) grains and oilseeds in place of
the lower-than-expected CWB export program also contributed to
lower margins.

Grain Handling OG&A expenses of $30.7 million for the three months
ended January 31, 2004 increased by $4.6 million (15%) over 2003.
The increase was entirely attributable to higher insurance costs
and increased operating costs in the port terminals - reflecting
normalized operations in the latest quarter compared to the prior
year when a labour dispute closed the Vancouver port grain
terminals and grain handling was unusually low following the 2002
drought. Accordingly, the balance of Grain Handling OG&A expenses
related to merchandising, logistics and country operations did not
increase significantly despite the substantial increase in grain
handling activity this year and higher insurance costs. Offsetting
the underlying increase in port terminal OG&A expenses, the
Company accrued a recovery of $4.5 million from property tax
reassessments related to its terminals in Thunder Bay, Ontario for
the years 1996 to 2003, after both the Ontario Municipal Property
Assessment Corporation and the Thunder Bay city council agreed to
adjust the methodology underlying the assessment calculation. The
Company had previously disclosed this recovery as a contingent
gain in Note 19 to its consolidated financial statements for the
fiscal year ended October 31, 2003. Accordingly, the Company
reported a net increase in its Grain Handling OG&A expenses for
the latest quarter of only $53,000.

As a result, the $8.4 million increase in Grain Handling EBITDA to
$15.7 million was due entirely to the higher volume of grain
shipped and the related increase in gross profit. Depreciation and
amortization expenses of $8 million for the three months to
January 31, 2004 decreased by $920,000 (10.3%) over last year as
the Company completes the consolidation of its country grain
handling assets. Consequently, Grain Handling EBIT of $7.8 million
($3.43 per tonne) for the quarter ended January 31, 2004
represented an increase of $9.4 million over the segment's EBIT
loss of $1.6 million in 2003 (loss of $1.08 per tonne).

Livestock Services

Manufactured feed sales of 224,000 tonnes for the quarter ended
January 31, 2004 declined by 10,000 tonnes (4.3%) from 234,000
tonnes in the same quarter last year. The number of beef cattle on
feed continues to be negatively impacted by ongoing import
restrictions imposed by the United States and other countries
following the single case of bovine spongiform encephalopathy
("BSE") discovered in Alberta on May 20, 2003. The relaxation of
the import restrictions by many of these markets was delayed by
the discovery on December 23, 2003 of a case of BSE in the United
States which was subsequently traced to an animal originating from
Alberta. Although affecting only a small part of the segment's
manufactured feed tonnes, generally worse conditions for
commercial fish farming in British Columbia and in other parts of
the world also resulted in substantial reductions in the sale of
high margin manufactured fish feed.

Gross profit on feed sales of $9.9 million ($43.97 per tonne) for
the quarter declined $413,000 (4%) from $10.3 million ($43.86 per
tonne) in 2003. Most of the decline in gross profit arose from
reductions in commercial fish feed sold. Feed prices tend to
fluctuate in response to input prices and accordingly, the
profitability of feed manufacturing tends to be more closely
correlated to manufactured tonnes sold rather than sales values.

Swine sales of $11.6 million for the quarter increased by $2.2
million over last year. However, gross profit on swine sales
deteriorated by $193,000 due largely to the weakening U.S. dollar
relative to the Canadian dollar, which has effectively reduced
Canadian hog prices and resulted in relatively higher costs of
certain feed ingredients. Other revenues decreased by a modest
$78,000 over the same quarter last year, largely due to poorer
performance by the Company's investment in The Puratone
Corporation.

Consequently, Livestock Services gross profit and revenue from
services of $10.6 million for the quarter ended January 31, 2004
declined by $684,000. OG&A expenses increased by $896,000 to $8
million, reducing EBITDA to $2.6 million from $4.2 million last
year. Depreciation and amortization expenses increased modestly to
$813,000 as a result of ongoing investments in infrastructure
renewal and contributed to a decline in EBIT of $1.6 million from
last year to $1.8 million.

          Financial Markets and Other Investments

On December 23, 2003, the Company and a Canadian chartered bank
announced the implementation of a new credit program for livestock
customers of Unifeed Limited, a wholly owned subsidiary of the
Company. Similar to the existing arrangement for the same bank to
provide credit financing to crop inputs customers under Agricore
United Financial, the new financial product will be marketed under
the brand Unifeed Financial. Commencing in the second quarter,
Unifeed Financial will extend additional working capital financing
to livestock producers to purchase feeder cattle, feeder hogs and
related feed inputs under terms that do not require payment until
the livestock is sold.

Credit outstanding under AU Financial has increased significantly
as customers increase their patronage of the program. At the same
time, credit over 90 days at January 31, 2004 has declined to 7.4%
of total outstanding receivables from 10.8% one year ago. Revenues
from AU Financial increased $559,000 to $1.8 million for the three
months ended January 31, 2004 compared to last year - the result
of increased credit authorized during 2003. This increase was more
than offset by a $734,000 reduction in earnings from other equity
investments, lower credit recoveries as the quality of trade
credit continues to improve and miscellaneous revenues from
services which contributed to a $175,000 reduction in EBIT for the
segment to $2.9 million (2003 - $3.1 million).

                    Corporate Expenses

Corporate OG&A expenses for the quarter ended January 31, 2004
increased $310,000 (3.4%) over last year but were entirely offset
by a $374,000 reduction in corporate amortization costs, primarily
resulting from reduced deferred financing expenses.

               Gross Profit and Net Revenue
              from Services, EBITDA and EBIT

The Company's gross profit and net revenue from services increased
$8 million (or 11%) to $80.9 million for the quarter ended January
31, 2004 compared to the same period last year, entirely due to
improved profits from increased grain shipments.

OG&A expenses for the quarter declined by $792,000 (1.1%) from
last year due to lower Crop Production Services costs offset by
higher Livestock Services costs. The weighted average equivalent
full-time ("EFT") staff (b) for the 12 months ended January 31,
2004 was 2,739 compared with 2,707 at October 31, 2003 and 2,816
for the 12 months ended January 31, 2003.

The latest quarter's depreciation and amortization expenses of
$15.9 million decreased $2.1 million from the same period last
year as a result of ongoing consolidation of the Company's country
grain handling assets and a declining trend in the Crop Production
Services segment's expense.

As a result of the above, the EBIT loss of $5.2 million for the
quarter ended January 31, 2004 improved by $10.9 million compared
to the EBIT loss of $16.1 million last year.

                    Gain on Disposal of Assets

The $75,000 gain on disposal of assets in the quarter ended
January 31, 2004 arose from dispositions in the normal course of
business. The comparable gain of $970,000 in 2003 largely
reflected the excess of insurance proceeds over the net book value
of a country elevator destroyed by fire.

                         Interest Expense

Interest and securitization expenses of $13 million for the three
months ended January 31, 2004 increased $1 million (9%) from $11.9
million in 2003 and included $9.7 million of interest on long-term
debt (including $850,000 on the debt portion of the 9% convertible
unsecured subordinated debentures), $3.1 million on short-term
debt and $448,000 in securitization expenses, offset by $320,000
in carrying charges recovered from the CWB in respect of grain
purchased on its behalf.

Short-term interest costs for the quarter declined $605,000
compared to last year as a result of the Company reducing its
average short-term indebtedness to $215 million - $68 million less
than the average short-term indebtedness in the same quarter in
2003. Capitalized interest related to capital expenditures
increased $199,000 to $279,000 for the quarter ended January 31,
2004.

The average value of grain inventory held on behalf of the CWB
during the three months ended January 31, 2004 was $54 million,
$27 million (33%) lower than in 2003 - the primary reason for the
reduction of $601,000 in carrying charges recovered from the CWB
in respect of grain purchased on its behalf.

Average long-term debt of $411 million for the quarter ended
January 31, 2004 was $36 million (10%) higher than in the same
period last year - the result of the debt restructuring which
occurred on December 13, 2002. Consequently, long-term interest
costs increased by $1.2 million (12%).

                    Discontinued Operations

The Company sold the assets and liabilities of its Farm Business
Communications division effective September 30, 2003. As a result,
there are no ongoing Farm Business Communications division
operations and its earnings, net of taxes, of $256,000 for last
year's quarter ended January 31 have been reclassified as
discontinued operations in the presentation of the Consolidated
Statements of Earnings and Retained Earnings for this year.

                         Income Taxes

The Company's effective tax recovery rate on losses from
continuing operations was 29.9% for the three months ended January
31, 2004 (2003 - 26.4%). The low effective tax recovery rate
reflects the differential tax rates of certain taxable wholly
owned and partially owned subsidiaries and the effect of the
federal Large Corporation tax (which levies a flat rate on capital
employed at the end of the year). As at January 31, 2004, the
Company has tax loss carry-forwards of over $300 million available
to reduce income taxes otherwise payable in future years, with
about $200 million expiring between October 2008 and 2010.

                    Net Loss for the Period

The net loss of $12.7 million for the quarter ($0.31 per share)
was $6.9 million better than the net loss of $19.6 million or
$0.45 per share for the same period ended January 31, 2003. Per
share calculations deduct from the net loss the pro rata effect of
the preferred share dividend of $276,000 (2003 - $276,000) and
after-tax interest of $1 million (2003 - $626,000) on the equity
component of the Debentures. The net loss from continuing
operations for the same three-month period last year was $19.9
million or a loss of $0.46 per share.

               Liquidity and Capital Resources

                    Short-term Debt

Bank and other loans of $238.2 million at January 31, 2004 reflect
a seasonal increase of $62.2 million from October 31, 2003. The
$38.5 million increase in short-term borrowings compared to
January 31, 2003 resulted from an increase in non-cash working
capital of $48.6 million, net capital expenditures and investments
of $25.4 million, scheduled debt repayments of $20.3 million,
interest paid on the Debentures of $9.5 million, dividends of $2.5
million, deferred financing and other costs of $3.2 million and
increased cash on deposit of $3 million, offset by cash flow
provided by operations of $74 million for the twelve months ended
January 31, 2004.

The Company had $94 million in outstanding letters of credit at
January 31, 2004 (an increase of $41.9 million from a year
earlier) in support of the security requirements of the CGC,
Winnipeg Commodity Exchange and the Company's grain volume
insurance program. Accordingly, the Company's available
uncommitted short-term revolving credit facility at January 31,
2004 was $52 million compared with an uncommitted facility of $113
million at the same time last year.

On March 1, 2004, the Company obtained from a syndicate of banks a
$375 million revolving facility maturing February 28, 2005 plus an
incremental $50 million "swing" facility to handle seasonal
requirements between November 1 and April 30 at prime rates plus
up to 2% (subject to the Company's fixed charge ratio). The new
facilities replaced the Company's existing $350 million revolving
facility that matured February 29, 2004 and expanded the syndicate
of banks (from the existing two Schedule A Canadian chartered
banks and two major international banks) to include three
additional Schedule A Canadian chartered banks. The terms of the
new facility, including covenants and security, are substantially
unchanged from the facility it replaced.

                    Securitization Agreement

On November 5, 2003, the Company transferred its securitization
program to a new independent trust, which permits the Company to
sell, on an unlimited basis, an undivided co-ownership interest in
its right to receive reimbursements of amounts advanced to
producers arising from the delivery of grains that are held in
accordance with a grain handling contract between the Company and
the CWB. As at January 31, 2004, the Company had securitized $64
million of CWB grain inventory compared with $81 million at
January 31, 2003.

The CWB compensates grain handlers for the cost of financing
inventory purchased on its behalf and this recovery is recorded in
Interest and Securitization Expenses on the Statement of Earnings
and Retained Earnings.

                 Cash Flow Used in Operations

Cash flow used in operations of $1.7 million ($0.08 per share) for
the quarter improved $13.7 million from cash flow used in
operations of $15.4 million ($0.37 per share) for the same three
months ended in 2003. Per share calculations add the pro rata
effect of the preferred share dividend of $276,000 (2003 -
$276,000) and accrued after-tax interest on the Debentures of $1.5
million (2003 - $1 million) to cash flow used in operations. The
improved cash flow from operations resulted from an increase in
EBITDA of $8.8 million, supplemented by a decrease of $2.7 million
in cash income taxes and a decrease in non-cash post-employment
benefit recoveries for the quarter ended January 31, 2004 compared
to the same quarter last year.

                    Working Capital

The Company maintained its liquidity with a current ratio at
January 31, 2004 of 1.25 to 1, unchanged from a year earlier but
seasonally lower than the current ratio of 1.3 to 1 at October 31,
2003. Working capital of $147.8 million at January 31, 2004 was
only $7.1 million lower than $154.9 million at January 31, 2003.
Working capital at January 31, 2004 was $29 million lower than
working capital of $176.8 million at October 31, 2003 - the result
of seasonal changes.

Non-cash working capital increased $48.6 million from January 31,
2003 to 2004. Accounts payable decreased $40.3 million (due to the
Company taking advantage of cash discounts on pre-season inventory
purchases) and unpresented cheques decreased $21.8 million
(primarily due to lower deferred grain cash tickets and reduced
grain deliveries in January resulting from unseasonably cold
weather), offset by $3.3 million lower receivables and prepaid
expenses. The modest $11.9 million decline in inventories included
a $25.3 million reduction in crop protection product inventories
(due to lower inventory carry-out following a relatively "normal"
2003 sales season), a $45.6 million reduction in non-CWB grain
inventories (due to reduced stocks on hand) and a $457,000
decrease in feed and other merchandise, offset by a $32.7 million
increase in fertilizer inventory and a $26.8 million increase in
seed inventory, resulting from higher fertilizer prices, the delay
in pre-season seed sales and the Company taking advantage of pre-
season purchase discount opportunities.

                    Capital Expenditures,
               Acquisitions and Divestitures

Capital expenditures of $8.4 million for the quarter were $3.8
million higher than the $4.6 million spent in the same period last
year. Individually large capital expenditures in the current
period include $2.9 million for five strategic grain storage
expansion projects and $1.9 million related to the ongoing
construction of the replacement feed mill at Edmonton, Alberta.
The Company anticipates spending between $30 million and $40
million on sustaining and expansion-related capital expenditures
during the 2004 fiscal year.

                    Pension Plan Surplus

At January 31, 2004, the market value of aggregate plan assets of
the Company's various defined benefit plans exceeded the aggregate
accrued benefit obligation. The Company reported a deferred
pension asset of $16.2 million in Other Assets at January 31,
2004. The Company made $15,000 in cash contributions to the
defined benefit plan and $769,000 in cash contributions to the
defined contribution and multi-employer plans for the quarter
ended January 31, 2004 (compared to the pension expense of $1.2
million recorded in the financial statements).

                         Leverage

The Company's total funded debt (excluding the Debentures), net of
cash, increased to $565 million at January 31, 2004 from $551
million a year earlier.

The Company's leverage ratio (net funded debt to capitalization)
fluctuates materially from month-to-month due to underlying
seasonal variations in working capital, reflecting increased
purchases of grain beginning in the fall and crop inputs inventory
through the winter and early spring, all of which cannot be
financed entirely with trade credit. Measured on a weighted
average trailing twelve month basis, the Company's leverage ratio
for the twelve months ended January 31, 2004 was 45.5%, a modest
improvement from the ratio of 46% for the fiscal year ended
October 31, 2003 and a significant improvement over the 51.6%
ratio for the twelve months ended January 31, 2003. The Company's
ratio of total net debt to net tangible assets at January 31, 2004
was 52.5% (2003 - 52%).

                    Market Capitalization

The market capitalization of the Company's 45,309,919 issued and
outstanding Limited Voting Common Shares (60,980,822 common shares
including convertible securities) was $422 million at March 15,
2004 or $9.31 per share compared with the Company's book value of
$10.44 per share ($9.76 per share fully diluted) at January 31,
2004.

                          Outlook

The Company has already processed $712 million of AU Financial
credit applications for the 2004 growing season, representing
about 75% of the total expected applications for the upcoming
spring sales season and consistent with the prior year. Unifeed
Financial approved its first credit applicants in February 2004.
The customer base for Unifeed Financial tends to be smaller with
individually larger credit balances carried from one livestock
marketing to another. At January 31, 2004, the Company had
advanced $32 million in secured trade credit that may be eligible
for credit under Unifeed Financial. As eligible customers complete
the marketing of their current livestock, their credit programs
will be transferred to Unifeed Financial. The Company also
anticipates expanding its base of creditworthy customers accessing
trade credit through Unifeed Financial.

Western Canada's livestock industry's prospects and the impact on
producer purchasing power remain uncertain. The industry continues
to suffer under import restrictions imposed by the United States
and other countries following the discovery of a single case of
BSE in Alberta and a case of BSE in the United States. The
relaxation of import bans to the United States that had begun, and
was expected to continue in 2004, has now been delayed until at
least the middle of this calendar year. Mitigating these
conditions, federal and provincial programs - particularly in
Alberta - have provided essential cash receipts to beef producers
to support the industry during this period. Hog producers may
continue to suffer margin erosion as the Canadian dollar
strengthens against the US dollar and the cost of certain feed
ingredients remains high. Production managed industries such as
dairy and poultry remain largely unaffected although pressures on
the beef and hog industries are expected to increase competition
among feed manufacturers for access to these markets.

Following a severe winter, the railways have experienced service
issues that have resulted in execution delays to port terminals
and other North American destinations. In addition, the spotting
and lifting of intermodal equipment has caused shipping delays and
increased expenses related to the execution of sales of low
volume, high value special crops. The railways have committed to
clearing delays in spotting cars and transit of up to three weeks
to a month. However, if unresolved during the upcoming spring
season, these events could negatively impact the industry's and
the Company's grain movement during this period.

CWB grain shipments were lower in the first quarter than
anticipated and lower than the same period in the "benchmark" year
of 2001 - the year prior to the last two droughts. The CWB has
indicated that it still intends to execute its original marketing
program over the 12 months ending October 31, 2004. Accordingly,
the Company anticipates there will be higher levels of CWB
shipments during each of the Company's next two quarters and
possibly during its fourth quarter. To the extent that the
original CWB marketing program is not fully executed in the
current year, increased "carry-out" stocks may result in increased
shipping of CWB grains during the crop year ending July 31, 2005.

Precipitation from September 1, 2003 to March 10, 2004 has been
mainly between 85% and 115% of historical averages across most of
the arable land in Manitoba and Saskatchewan. Precipitation in
Alberta was below average during that time period, at between 60%
and 85% of historical levels with some parts of southern Alberta
well below average (40% to 60%). However, Alberta also reported
the highest levels of on-farm surface water supplies at September
1, 2003, mitigating, to some extent, the current level of
precipitation. Generally, average precipitation across the
prairies has improved from those noted in the Company's 2003
fourth quarter release on December 11, 2003. Adequate
precipitation through the winter can be a positive factor during
the initial spring growing season. However, moisture levels in the
spring and early summer ultimately have the most impact on spring
sales of crop inputs and therefore, the size and quality of the
crop harvested and available for shipping in the following fiscal
year.

Average production in Western Canada for the 10 years ended July
31, 2001 (including the effects of the 2001 drought but excluding
the effects of the unprecedented 2002 drought) was about 48
million tonnes with about 32 million tonnes of that exported (67%
of average production). On March 12, 2004, Agriculture and
Agrifood Canada forecast crop production levels for the crop year
ending July 31, 2004 consistent with the 10-year average,
including a 15% increase in canola acres seeded. Such a change may
enhance canola seed sales during the spring of 2004 - to date
producers have delayed their seed purchase decisions compared to
the prior year - and any consequent increase in canola production
would increase opportunities for non-CWB shipping during fiscal
2005. The rally in canola prices over recent weeks to around $400
per tonne may further encourage producers to increase total seeded
canola acres. The Company is a principal supplier of canola seed
inputs and a major shipper of canola production.

The Company has engaged a third party to assist in the marketing
and sale of one of its Vancouver grain terminals pursuant to an
order of the Canadian Competition Bureau Tribunal. The proceeds of
such a sale may be utilized for general corporate purposes,
including the repayment of debt or sustaining capital
reinvestment. The sale is not expected to have a material impact
on the Company's ongoing operations. (a) Earnings before interest,
taxes, depreciation and amortization, gains or losses on asset
disposals, discontinued operations net of tax and unusual items
("EBITDA") and earnings before gains or losses on asset disposals,
interest, taxes, discontinued operations net of tax and unusual
items ("EBIT") are provided to assist investors in determining the
ability of the Company to generate cash from operations to cover
financial charges before income and expense items from investing
activities, income taxes and items not considered to be in the
ordinary course of business. A reconciliation of such measures to
net income is provided in the Consolidated Statements of Earnings
and Retained Earnings and Note 4 to the Consolidated Financial
Statements below. The items are excluded in the determination of
such measures as they are non-cash in nature, income taxes,
financing charges or are otherwise not considered to be in the
ordinary course of business. EBITDA and EBIT provide important
management information concerning business segment performance
since the Company does not allocate financing charges or income
taxes to these individual segments. Such measures should not be
considered in isolation of or as a substitute for (i) net income
or loss, as an indicator of the Company's operating performance or
(ii) cash flows from operating, investing and financing
activities, as a measure of the Company's liquidity. Such measures
do not have any standardized meanings prescribed by Canadian
generally accepted accounting principles ("GAAP") and are
therefore unlikely to be comparable to similar measures presented
by other companies. (b) Excluding staff related to non-wholly
owned subsidiaries and operations discontinued during fiscal 2003
as a result of the sale of the Farm Business Communications
Division. c Book value per share is derived by dividing the
shareholders' equity (excluding the equity portion of the
Debentures) at the end of the period by the total number of
Limited Voting Common Shares outstanding at the end of the period
as if the Series A convertible preferred shares had been converted
on a 1:1 basis. The fully diluted book value per share is derived
by dividing the shareholders' equity (including both the debt and
equity portions of the Debentures and the value of executive stock
options) at the end of the period by the total number of Limited
Voting Common Shares outstanding at the end of the period as if
the Series A convertible preferred shares, executive stock options
and the Debentures had been fully converted.

                         About the Company

Agricore United (S&P, BB Long-Term Corporate Credit and Senior
Secured Debt Ratings, Negative Outlook) is one of Canada's leading
agri-businesses. The prairie-based company is diversified into
sales of crop inputs and services, grain merchandising, livestock
production services and financial markets. Agricore United's
shares are publicly traded on the Toronto Stock Exchange under the
symbol "AU".


AINSWORTH LUMBER: Closes Tender Offers for Senior Secured Notes
---------------------------------------------------------------
Ainsworth Lumber Co. Ltd. announced that the tender offers and
consent solicitations initiated on February 17, 2004, relating to
Ainsworth's 13.875% Senior Secured Notes due July 15, 2007, and
its 12-1/2% Senior Secured Notes due July 15, 2007, have
expired.

As previously announced, Ainsworth accepted and paid for Secured
Notes tendered prior to the February 27, 2004 consent payment
deadline. Since that time, an additional US$125,000 total
aggregate principal amount of 12 1/2% Notes has been tendered.
Ainsworth has accepted and paid for these additional notes.

The aggregate principal amount of Secured Notes outstanding prior
to the commencement of the tender offers was US$89,085,000
aggregate principal amount of 13.875% Notes and US$184,600,000
aggregate principal amount of 12-1/2% Notes. A total of
US$87,085,000 aggregate principal amount of 13.875% Notes and
US$182,249,000 aggregate principal amount of 12-1/2% Notes have
been tendered and accepted.

This press release is not an offer to purchase, a solicitation of
an offer to purchase, or a solicitation of an offer to sell
securities, with respect to any Notes.

Ainsworth Lumber Co. Ltd. has operated as a forest products
company in Western Canada for over 50 years. The company's
facilities have a total annual capacity of approximately 1.5
billion square feet - 3/8" of oriented strand board (OSB), 155
million square feet - 3/8" of specialty overlaid plywood, and 55
million board feet of lumber. In Alberta, the company's
operations include an OSB plant at Grande Prairie and a one-half
interest in an OSB plant at High Level. In B.C., the company's
facilities include an OSB plant at 100 Mile House, a veneer plant
at Lillooet, a plywood plant at Savona and finger-joined lumber
plant at Abbotsford.

                        *    *    *

As reported in the Feb. 19, 2004, issue of the Troubled Company
Reporter, Standard & Poor's Ratings Services raised its long-term
corporate credit rating on wood products producer Ainsworth Lumber
Co. Ltd. to 'B+' from 'B-' due to a strong financial performance
and a strengthened balance sheet following completion of the
company's proposed refinancing. At the same time, Standard &
Poor's assigned its 'B+' senior unsecured debt rating to
Ainsworth's proposed US$200 million notes maturing in 2014. The
outlook is stable.

"The upgrade stems from Ainsworth's strengthened balance sheet
following strong profitability and cash generation in a year of
record demand and pricing for oriented strandboard (OSB)," said
Standard & Poor's credit analyst Clement Ma. Using a combination
of approximately C$194 million cash and the new senior unsecured
notes, Ainsworth is expected to retire its US$281.5 million in
existing secured debt through a public tender offer. Following the
refinancing, the company's total debt to capitalization should
eventually decrease to less than 45% from approximately 67% at
Dec. 31, 2003.

The ratings on Ainsworth reflect the company's narrow product
concentration in the production of OSB, and its mid-size market
position. These risks are partially offset by the company's strong
cost position stemming from its modern asset base, and its high
fiber integration.


AIR CANADA: Pursuing Okay to Enforce Perpetual Debt Pact in Plan
----------------------------------------------------------------
The Air Canada Applicants seek the CCAA Court's authority to
incorporate the terms of a settlement agreement reached between
certain holders of Air Canada senior unsecured debt and certain
holders of Air Canada subordinated unsecured perpetual debt in
their plan of compromise or arrangement.

Ashley John Taylor, Esq., at Stikeman Elliott LLP, in Toronto,
Ontario, explains that a majority of the holders of Senior Debt
and a significant majority of the holders of Perpetual Debt have
negotiated and agreed as to the relative treatment of their debt
in the Plan.  The Applicants believe that the Settlement
Agreement is fair and equitable.  Incorporating the terms of the
Settlement Agreement into the Plan and allowing the interested
stakeholders to vote on the Plan is commercially reasonable and
represents the most efficient way to resolve the issues of
enforceability.

"[T]he Agreement represents a fair and reasonable way of
accommodating a complex and difficult issue in the restructuring
of Air Canada without placing the restructuring itself in
jeopardy," Mr. Taylor says.

On the Petition Date, the Applicants had over CN$4,000,000,000 in
outstanding long-term debt obligations, which are made up of
Senior Debt and Perpetual Debt.  Approximately CN$1,193,000,000
of the total outstanding debt relates to Perpetual Debt issued
pursuant to these financial instruments:

   * 5-3/4% Subordinated Perpetual Bonds 1986 (CHF200,000,000);

   * 6-1/4% Subordinated Perpetual Bonds 1986 (CHF300,000,000);

   * 6-3/8% Adjustable Subordinated Perpetual Bonds 1987
     (DEM200,000,000);

   * Subordinated Loan Agreement, November 14, 1989
     (JPY20,000,000,000); and

   * Subordinated Loan Agreement, November 14, 1989
     (JPY40,000,000,000).

Each Instrument contains a covenant whereby the purchaser of the
Perpetual Debt agreed to subordinate the payment of its debt to
the payment of "Senior Indebtedness."  The definition of "Senior
Indebtedness" is virtually and effectively identical in each
Instrument, and is defined to mean all Indebtedness, which is not
expressly subordinated to or ranking pari passu with the loan
whether by operation of law or otherwise, in the event of a
winding-up, liquidation or dissolution, whether voluntary or
involuntary, whether by operation of law or by reason of
insolvency legislation.

The Settlement Agreement provides that:

   (a) The holders of Perpetual Debt will not be included in a
       separate class, but rather will be included in a general
       class of unsecured creditors;

   (b) Notwithstanding the treatment of holders of Perpetual Debt
       as proposed, each creditor holding Perpetual Debt will be
       entitled to vote the face value of its claim in the same
       manner as all other unsecured creditors;

   (c) The holders of Perpetual Debt will be entitled to a
       distribution under the Plan, which provides to them, in
       the aggregate, on a pro rata basis, 26% of the aggregate
       distribution, which would otherwise be made to them if
       they were not subordinated to the Senior Debt;

   (d) Seventy-four percent of the aggregate distribution, which
       would otherwise be made to the holders of Perpetual Debt
       if they were not subordinated to Senior Debt, will be
       distributed, on a pro rata basis, to the holders of Senior
       Debt, in addition to all other distributions to which they
       are entitled as unsecured creditors under the Plan;

   (e) For certainty, a party entitled to a distribution in
       accordance with the Agreement will be entitled to receive
       a corresponding portion of all direct or indirect benefits
       which may accrue to or be enjoyed by unsecured creditors
       pursuant to any rights offering, over-subscription
       mechanism or otherwise; and

   (f) The agreed upon mechanism will allow for the distributions
       to occur without the necessity of the holders of Senior
       Debt or Air Canada enforcing the subordination covenants
       directly against the holders of Perpetual Debt.

Five unsecured creditors led by Canadian Imperial Bank of
Commerce are currently seeking a declaration that the holders of
Perpetual Debt are subordinated to all unsecured creditors and
that any distribution due to the holders of Perpetual Debt must
be distributed pro rata to the general unsecured creditors.

Mr. Taylor tells the Court that the general unsecured creditors,
including CIBC and the other four creditors, have no standing to
enforce the terms of the Instruments.  The general unsecured
creditors are strangers to the Instruments.

If the Instruments are effective to subordinate the payment of
the Perpetual Debt, it is only to the payment of "Senior
Indebtedness."  There is no basis on which to extend the
subordination to other creditors.  Mr. Taylor points out that the
subordination provisions in the Instruments do not alter the
priority scheme or the distributions that the general unsecured
creditors receive under the Plan.  Creditors in the same class as
the subordinating creditor should not receive the benefit of a
subordination agreement to which they are not a party and on
which they are not entitled to rely.  To permit the general
creditors to do so would result in a windfall benefit.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Trinity's Pension Grab Gambling with Company's Future
-----------------------------------------------------------------
March 18 /CNW/

Trinity Times Investments' last minute pension grab is a gamble
for more concessions from Air Canada's unions that threatens
the airline and its workers, CUPE Air Canada Component president
Pamela Sachs said.

"Since day one Trinity knew that the unions made huge financial
sacrifices to Air Canada in exchange for a signed agreement
protecting our defined benefit pension plan," said Sachs. "We did
that under instructions from our members, as part of a collective
agreement ratified by our members, and signed by the employer as
part of a court-approved process."

"What part of 'a deal is a deal' does Trinity not understand? The
investor clearly knew we had a signed pension protection guarantee
from Air Canada when it made its investment offer in November. It
knew when it made a second offer in December."

"Trinity's assertions that the unions have not fully understood
Trinity's pension grab proposal is outrageous. The February 5
Trinity proposal is what Air Canada tried to get in the last round
of bargaining in 2002. We know exactly how it will strip pension
benefits and retirement security from our members and we have
communicated the reasons for rejecting its proposal repeatedly to
Air Canada and Trinity," Sachs said.

"We've given out of our pockets to secure the future of the
company," said Sachs. "All we ask in return is for our members to
continue to retire with dignity collecting the benefit from their
own deferred wages. If Trinity is serious about Air Canada it will
have to respect the deals the airline has made and behave
responsibly with Canada's national airline."


AIRLEASE: Plans to Sell Remaining Assets & Dissolve Partnership
---------------------------------------------------------------
Airlease Ltd., a California Limited Partnership (OTC Bulletin
Board: AIRL), announced that the Board of Directors of its General
Partner, acting in response to a recommendation made by a special
committee of independent directors, has directed the General
Partner to sell the Partnership's remaining assets as attractive
sale opportunities arise, distribute sale proceeds (after repaying
debt and establishing appropriate reserves) to unitholders after
disposition, and dissolve the Partnership when all assets are
sold. Given current market conditions, the General Partner cannot
predict either the actual timing for completing such sales or the
prices and other terms of such sales. The General Partner also
cannot predict when net proceeds will be distributed to
unitholders or the aggregate amount of such net proceeds, both of
which will depend upon a number of factors, including market
conditions, the timing and terms of such asset sales, the amount
of cash required to settle outstanding liabilities and
contingencies, the amount of necessary cash reserves, and the
expenses associated with selling assets and dissolving the
Partnership.

In 1997, the unitholders of the Partnership authorized the General
Partner to decide not to make new aircraft investments, to sell
aircraft when attractive opportunities arise, to distribute net
sale proceeds and to dissolve the Partnership when all assets are
sold. Since that time, the General Partner has continued to
operate the Partnership and consider, from time to time,
alternative investments. However, the General Partner has not made
new investments in aircraft, primarily due to the weak aircraft
leasing market. For a variety of reasons, including the General
Partner's belief that significant improvement in this market is
not forthcoming in the near term for the Partnership's three
aircraft, the General Partner has now determined that unitholders
likely will realize greater value from a dissolution of the
Partnership compared to continued operation of the Partnership.
Accordingly, the General Partner intends to exercise fully and
promptly the authority granted to it previously by the unitholders
to sell assets, distribute net proceeds and dissolve the
Partnership.

In 1997, the unitholders also authorized the General Partner to
impose restrictions on the transferability of outstanding units.
The General Partner has not taken this action, although it
reserves the right to do so if it concludes that implementing such
restrictions would be in the best interests of the unitholders in
light of current partnership tax law.

The Partnership's portfolio consists of three aircraft. One
aircraft, a 727-200FH, is leased to FedEx Corporation under a
lease which expires in April 2006. The other two aircraft are MD-
82s leased to CSI Aviation Services, Inc. through May 2004. The
General Partner is actively seeking buyers for these aircraft.


AIRLEASE: Will Make First Quarter Cash Distribution on May 14
-------------------------------------------------------------
Airlease Ltd., A California Limited Partnership, (OTC Bulletin
Board: AIRL), said its directors approved a first quarter 2004
regular cash distribution of 5 cents per unit, the same as the
2003 fourth quarter regular cash distribution.

The board of directors also approved a special cash distribution
of 26 cents per unit, as a result of the recently completed sale
of one MD-81 aircraft.  Due to the lack of attractive alternative
investments, the Partnership elected to disburse the sale proceeds
to unitholders.  Additional information concerning the sale of
this aircraft and 2003 financial results is set forth in the
Company's recent Form 10-KSB which will be filed shortly with
the Securities and Exchange Commission.

The first quarter cash distribution will be payable May 14, 2004,
to unitholders of record on March 31, 2004.


ALLEGIANCE TELECOM: Files Reorganization Plan in S.D.N.Y.
---------------------------------------------------------
Allegiance Telecom, Inc. (OTC Bulletin Board: ALGXQ), a national
local exchange carrier providing competitive telecom services to
business, filed its proposed plan of reorganization with Judge
Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York.

The company also filed a disclosure statement that explains the
details of the proposed plan.

The company will request that a hearing on the adequacy of the
disclosure statement and related procedures to solicit votes in
favor of the plan be scheduled by the Bankruptcy Court for April
16, 2004.

On February 13, 2004, Allegiance selected XO Communications Inc.
(OTC Bulletin Board: XOCM) as the winning bidder to purchase
substantially all of the assets of Allegiance Telecom and its
subsidiaries, including the stock of Allegiance's regulated
operating subsidiaries. XO will not purchase Allegiance's customer
premises equipment sales and maintenance business operated under
the name of Shared Technologies, its dedicated dial-up access
services business with Level 3, and certain other Allegiance
assets and operations. Under the terms of its bid, XO will
purchase substantially all of Allegiance's assets for
approximately $311 million in cash and approximately 45.38 million
shares of XO common stock. The bid was approved by the court on
Feb. 19, 2004, and is currently undergoing certain federal and
state government approvals. The Company anticipates that,
subsequent to receipt of the federal approvals which are expected
by mid-April, 2004, XO Communications will run the Allegiance
business under the terms of an operating agreement until final
closing.

Allegiance also recently announced that it reached a settlement
with Level 3 Communications, which subject to approval of the
Allegiance bankruptcy court and other conditions, would terminate
a multi-year contract Level 3 has to purchase wholesale dial
access services, including the use of operating equipment, from
Allegiance. Under this settlement, Level 3 has agreed to pay
Allegiance $54 million in cash in exchange for Allegiance's
contract with Level 3 and certain associated assets dedicated to
this contract.

With the sale to XO and the settlement agreement with Level 3,
Allegiance's remaining operations consist of its Shared Technology
customer premise equipment installation and maintenance business
and the Allegiance shared hosting business. The Company plans to
operate the Shared Technology business as a free-standing
enterprise, the stock of which will be held for the benefit of, or
distributed to, the Allegiance creditors. Allegiance is in the
process of selling its shared hosting business.

Allegiance Telecom is a facilities-based national local exchange
carrier headquartered in Dallas, Texas. It announced financial
restructuring plans under Chapter 11 of the U.S. Bankruptcy Code
on May 14, 2003.

As a leader in competitive local service for medium and small
businesses, Allegiance offers "One source for business
telecom(TM)" -- a complete package of telecommunications services,
including local, long distance, international calling, high-speed
data transmission and Internet services and a full suite of
customer premise communications equipment and service offerings.

Additional information regarding the Company's reorganization is
available at http://www.algx.com/restructuring


AURORA FOODS: Emerges from Chapter 11 & Completes Pinnacle Merger
-----------------------------------------------------------------
Aurora Foods Inc. (OTC Bulletin Board: AURF), a producer and
marketer of leading food brands, announced that its Plan of
Reorganization under Chapter 11 of the Bankruptcy Code, which was
filed on December 8, 2003, has become effective and Aurora has
completed its previously announced merger with Pinnacle Foods
Holding Corporation. The reorganized company has been renamed
Pinnacle Foods Group Inc. and is headquartered in Cherry Hill,
N.J.

"The successful emergence from Chapter 11 after less than four
months and the merger with Pinnacle Foods represent the final
steps in Aurora's financial restructuring," said Dale F. Morrison,
Aurora's outgoing Chairman and interim Chief Executive Officer.
"With the valued support of our vendors and employees, we
continued to operate the business in the ordinary course while
accomplishing a restructuring that maximized value for our
stakeholders and produced a strong branded food company that is
re-energized and well positioned for future growth."

               About the Reorganized Company

The reorganized company is a producer and marketer of leading
branded food products, including Duncan Hines(R) baking mixes; Log
Cabin(R), Mrs. Butterworth's(R) and Country Kitchen(R) syrups;
Lender's(R) bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen
seafood; Aunt Jemima(R) frozen breakfast products; Celeste(R)
frozen pizza; Chef's Choice(R) skillet meals; Swanson(R) and
Hungry-Man(R) frozen dinners; Vlasic(R) pickles; and Open Pit(R)
barbecue sauces.


B & B COMMNET: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: B and B CommNet Spectron Inc.
        516 Industrial Drive
        Lewisberry, Pennsylvania 17339

Bankruptcy Case No.: 04-01370

Chapter 11 Petition Date: March 9, 2004

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Lawrence G. Frank, Esq.
                  2023 North Second Street
                  Harrisburg, PA 17102
                  Tel: 717-234-7455

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


BEAR STEARNS: Fitch Assigns Low-B Ratings to 6 Note Classes
-----------------------------------------------------------
Bear Stearns Commercial Mortgage Securities Trust 2004-PWR3,
commercial mortgage pass-through certificates are rated by Fitch
Ratings as follows:

        --$186,500,000 class A-1 'AAA';
        --$150,000,000 class A-2 'AAA';
        --$158,000,000 class A-3 'AAA';
        --$469,869,000 class A-4 'AAA';
        --$1,108,470,769 class X-1 'AAA';
        --$1,072,357,000 class X-2 'AAA'
        --$26,326,000 class B 'AA';
        --$12,471,000 class C 'AA-';
        --$16,627,000 class D 'A';
        --$9,699,000 class E 'A-';
        --$15,241,000 class F 'BBB+';
        --$11,085,000 class G 'BBB';
        --$13,856,000 class H 'BBB-';
        --$2,771,000 class J 'BB+';
        --$5,542,000 class K 'BB';
        --$6,928,000 class L 'BB-';
        --$5,543,000 class M 'B+';
        --$2,771,000 class N 'B';
        --$2,771,000 class P 'B-';
        --$12,470,769 class Q 'NR'.

Classes A-1, A-2, A-3, A-4, B, C, D, and E are offered publicly,
while classes X-1, X-2, F, G, H, J, K, L, M, N, P, and Q are
privately placed pursuant to rule 144A of the Securities Act of
1933. The certificates represent beneficial ownership interest in
the trust, primary assets of which are 116 fixed-rate loans having
an aggregate principal balance of approximately $1,108,470,769 as
of the cutoff date.


BURLINGTON: BII Trust Wants to Extend Service Date for Complaints
-----------------------------------------------------------------
On November 12, 2003, the BII Distribution Trust filed Adversary
Proceedings seeking, inter alia, avoidance of preferential
transfers against various defendants.  After filing its
complaints and initiating the Adversary Proceedings, the BII
Trust attempted service at the last known address for each
Defendant.  

However, Etta Wolfe, Esq., at Richards, Layton and Finger, P.A.,
in Wilmington, Delaware, tells the Court that certain of the
addresses appear to be no longer valid.  In addition, the
Defendants have either formally or informally contested service
of process, have not formally acknowledged that both process and
service of process were proper or have not acknowledged that they
are the proper defendants.  Moreover, certain Defendants are
foreign corporations and additional time is necessary to serve
those Defendants pursuant to the Hague Convention of 1965 on the
Service Abroad of Judicial and Extra-judicial Documents in Civil
or Commercial Matters or otherwise.

Ms. Wolfe is concerned that if the complaints are not served
timely and the Adversary Proceedings are dismissed, the BII Trust
would be barred by the statute of limitations from re-filing the
complaints and would not have any chance to recover on these
causes of action for the benefit of the Debtors' estates.  This
would be unfair to those who may benefit from any recovery in the
Adversary Proceedings.

Ms. Wolfe points out that the granting of additional time to
effect service of original process is explicitly provided for by
Rule 9006(b) of the Federal Rules of Bankruptcy Procedure, which
states:

   "When an act is required or allowed to be done at or within a
   specified period by these rules or by a notice given
   thereunder or by order of court, the court for cause shown may
   at any time in its discretion with or without motion or notice
   order the period enlarged if the request therefore is made
   before the expiration of the period originally prescribed or
   as extended by a previous order."

Accordingly, the Trust asks the Court to extend by an additional
90 days, the time within which it may effect service of original
process in 26 Adversary Proceedings upon the Defendants within
any judicial district of the United States or foreign country,
without prejudice to the Creditor Trust's right to request
additional extensions. (Burlington Bankruptcy News, Issue No. 47;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


CARAUSTAR: Will Present at Lehman Brothers' Conference Tomorrow
---------------------------------------------------------------
Caraustar Industries, Inc. (Nasdaq: CSAR) announces that Michael
J. Keough, senior vice president and chief operating officer, and
Ronald J. Domanico, vice president and chief financial officer,
will be presenting an overview of the company at the Lehman
Brothers High Yield Bond and Syndicated Loan Conference in
Orlando, Florida on Tuesday, March 23, 2004 at 8:50 a.m. (EST).

The audio portion of the presentation will be webcast live and
archived for 90 days following the conference. In order to access
the webcast, please go to the Caraustar website at

                    http://www.caraustar.com/

Click on the Investor Relations icon and then the link for the
webcast:

http://customer.nvglb.com/LEHM002/032204a_by/default.asp?entiity=caraustar

Caraustar (S&P, BB Corporate Credit Rating, Negative Outlook), a
recycled packaging company, is one of the largest and most cost-
effective manufacturers and converters of recycled paperboard and
recycled packaging products in the United States.  The company has
developed its leadership position in the industry through
diversification and integration from raw materials to finished
products.  Caraustar serves the four principal recycled paperboard
product markets:  tubes, cores and cans; folding carton and custom
packaging; gypsum wallboard facing paper; and miscellaneous "other
specialty" and converted products.


CARAUSTAR: Will Raise Tube & Core Product Line Prices on Apr. 12
----------------------------------------------------------------
Caraustar Industries, Inc. (Nasdaq: CSAR) announced that it will
increase prices on all paper tube and core product lines by eight
percent.  The increase will become effective with shipments on
April 12, 2004.

This price change will help offset recent and dramatic increases
in recovered fiber costs.  Uncoated and coated paperboard price
increases of $50 per ton were previously announced for March and
April 2004, respectively. Caraustar continues to be dedicated to
providing customers with superior quality products and value-added
service at competitive prices.

Caraustar (S&P, BB Corporate Credit Rating, Negative Outlook), a
recycled packaging company, is one of the largest and most cost-
effective manufacturers and converters of recycled paperboard and
recycled packaging products in the United States.  The company has
developed its leadership position in the industry through
diversification and integration from raw materials to finished
products.  Caraustar serves the four principal recycled paperboard
product markets:  tubes, cores and cans; folding carton and custom
packaging; gypsum wallboard facing paper; and miscellaneous "other
specialty" and converted products.


CHYPS CBO: S&P Places Class A-3A & A-3B Ratings on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
A-3A and A-3B notes issued by Chyps CBO 1999-1 Ltd., a high-yield
arbitrage CBO transaction originated in January 1999, on
CreditWatch with negative implications. At the same time, the
ratings on the class A-1 and A-2 notes, which benefit from the
enhancement provided by a Financial Security Assurance Inc.
insurance policy, are affirmed.

The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since the transaction was last downgraded, in January 2002. Chief
among these factors is a sharp increase in the number of defaults
in the collateral pool securing the notes.

As a result of asset defaults and the sale of credit risk assets,
the class A overcollateralization ratio has dropped significantly,
and now stands at 78.5%. This contrasts with a ratio of 99.5% when
the notes were last downgraded, and places them well below their
minimum requirement of 115.0%. Meanwhile, the class B
overcollateralization ratio went down from 89.4% to 67.6%,
substantially below its 104.0% benchmark.

Including defaulted securities, $81.1 million (or approximately
45.4% of the collateral pool's par value) come from obligors now
rated in the 'CCC' range or lower.
   
        RATINGS PLACED ON CREDITWATCH NEGATIVE
   
                Chyps CBO 1999-1 Ltd.
   
                      Rating
        Class   To              From
        A-3A    B-/Watch Neg    B-
        A-3B    B-/Watch Neg    B-
   
                  RATINGS AFFIRMED
   
                Chyps CBO 1999-1 Ltd.
   
        Class         Rating
        A-1           AAA
        A-2           AAA
   
        TRANSACTION INFORMATION
        Issuer:             Chyps CBO 1999-1 Ltd.
        Co-issuer:          Chyps CBO 1999-1 (Delaware) Corp.
        Manager:            Delaware Investments Advisors
        Underwriter:        Bear Stearns Cos. Inc. (The)
        Insurer:            Financial Security Assurance Inc.
        Trustee:            US Bank
        Transaction type:   High-yield arbitrage CBO
   
   TRANCHE                   INITIAL   LAST       CURRENT
   INFORMATION               REPORT    ACTION     ACTION
   Date (MM/YYYY)            05/1999   1/2002     03/2004
   A-1 notes rtg.            AAA       AAA        AAA
   A-2 notes rtg.            AAA       AAA        AAA
   A-3A notes rtg.           A-        B-         B-/Watch Neg
   A-3B notes rtg.           A-        B-         B-/Watch Neg
   Class A OC ratio          118.8%    99.5%      78.5%
   Class A OC ratio min.     114.0%    115.0%     115.0%
   Class B OC ratio          107.8%    89.4%      67.6%
   Class A OC ratio min.     103.0%    104.0%     104.0%
   A-1 note bal.             $83.0mm   $83.0mm    $48.4mm
   A-2 note bal.             $97.0mm   $97.0mm    $97.0mm
   A-3A note bal.            $41.0mm   $41.0mm    $41.0mm
   A-3B note bal.            $14.9mm   $14.9mm    $14.9mm
   
   PORTFOLIO BENCHMARKS                           CURRENT
   S&P Wtd. Avg. Rtg. (excl. defaulted)           B
   S&P Default Measure (excl. defaulted)          5.59%
   S&P Variability Measure (excl. defaulted)      3.68%
   Obligors rated 'BB-' and above                 25.01%
   Obligors rated 'B+' and above                  39.95%
   Obligors rated 'B' and above                   46.67%
   Obligors rated 'B-' and above                  54.64%
   Obligors rated in 'CCC' range                  17.91%
   Obligors rated 'SD' or 'D'                     27.45%
   
   S&P RATED     LAST              CURRENT
   OC (ROC)      RATING ACTION     RATING ACTION
   Class A-3A    N.A. (B-)         74.78% (B-/Watch Neg)
   Class A-3B    N.A. (B-)         74.78% (B-/Watch Neg)


CINCINNATI BELL: Lenders Agree to Waive Credit Default
------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) has received a waiver from its
lenders under its credit facility and intends to release earnings
for fourth quarter and full year 2003 today, March 22, 2004.

The restatement of prior financial statements that the company
announced on March 15, 2004, gave rise to an event of default
under the company's credit facilities and certain other
indebtedness. With the receipt of this waiver the company has
cured all remaining instances of default.

The company intends to announce its fourth quarter and full year
2003 results and file its 2003 Form 10-K today, March 22, 2004.
The company will also host a conference call discussing its
results tomorrow, March 23, 2004 at 9:00 am EST, which will be
webcast on the company's website at http://www.cincinnatibell.com/

A taped replay of the conference call will be available one hour
after the conclusion of the teleconference until 5:00 (PST) on
April 6, 2004. The dial-in number and passcode for this call will
be released with the company's earnings announcement today.

               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. Visit http://www.cincinnatibell.com/for more  
information.


COMMSCOPE: Prices $225 Million Convertible Debt Private Offering
----------------------------------------------------------------
CommScope, Inc. (NYSE: CTV) has priced a private offering of $225
million aggregate principal amount of convertible senior
subordinated debentures due 2024. These convertible debentures
bear an interest rate of 1.00%. In addition, the Company has
granted the initial purchasers of the debentures an option to
purchase up to an additional $25 million aggregate principal
amount of debentures. This offering of debentures is expected to
close on March 24, 2004.

The debentures are convertible into CommScope common stock, under
certain circumstances at the option of the holder, at an initial
conversion rate of approximately 45.9770 shares per $1,000
principal amount at maturity of debentures, subject to adjustment.
At the initial conversion rate, the notes will be convertible into
common stock at a conversion price of approximately $21.75 per
share. This represents an approximate 33% premium based on the
last reported sale price of CommScope's common stock on the New
York Stock Exchange of $16.35 per share.

The Company plans to use the net proceeds as follows: a) to retire
all of the $172.5 million aggregate principal amount of our
outstanding 4% convertible subordinated notes due 2006 by
redemption, at a redemption price of 101.7143% of their principal
amount, plus accrued interest, and/or through privately negotiated
transactions concurrent with or subsequent to this offering; b) to
repay $25 million of outstanding revolving credit loans under our
senior secured credit facility; and c) for other general corporate
purposes.

                    About CommScope

CommScope (NYSE: CTV) (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 (HFC) 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.


COTT CORP: Appoints John K. Sheppard as Chief Executive Officer
---------------------------------------------------------------
Cott Corporation (NYSE:COT; TSX:BCB) appoints John K. Sheppard as
chief executive officer, effective September 1, 2004. Sheppard
currently serves as president and chief operating officer. Frank
E. Weise, the company's chief executive officer since 1998, will
remain chairman with an active role in assisting management in
long-term strategy, customer relations and investor relations.

"John's new leadership brings fresh vitality to Cott's ambitious
plans for growth in the coming decade." Weise said. "His extensive
experience in the beverage industry, his passion for the business
and his proven performance in top management at Cott make this
transfer of responsibilities both deserved and virtually
seamless."

Weise added, "With the company delivering record results, now is
the time for John's promotion. I am enthused to move forward and
to concentrate in areas that will help keep the company on the
successful course that our team has driven for six years. I am
personally delighted to continue working with John as he assumes
the chief executive role and as he takes our great company
to the next level."

Sheppard joined Cott in February 2002 as president of the
company's U.S. business unit. Under his direction, this unit saw
accelerated sales growth while posting record earnings. In July
2003, he was named Cott president and chief operating officer and
a member of the board of directors. Prior to joining Cott, he held
a series of executive positions at Coca-Cola Company ranging
across sales, marketing, finance, strategic planning and
international operations.

"Clearly, this is an exciting time in Cott's history," Sheppard
said. "Thanks to Frank's leadership, we are poised for ongoing
success. We have a sound strategy in place, strong relationships
with our customers and, perhaps most importantly, an exceptional
team of retailer-brand beverage professionals. We are ready to
seize the future and to keep our momentum going."

Cott's lead independent director, Serge Gouin, commented on the
executive change, "We have the fullest confidence in John's
ability to lead the company forward. These moves are a logical
progression for the management team. Frank and John will continue
to work together in fulfilling Cott's potential as the world's
largest retailer-branded beverage company. Their personal
partnership is a cornerstone in a very solid future for our
company."

Weise joined Cott in July 1998, following major management
assignments at Procter & Gamble, Campbell Soup and Confab. He
orchestrated and led Cott's successful turnaround by refocusing
the Company on its core soft drink business in the United States,
Canada and the United Kingdom. He then set a strategic growth
vision that led to five consecutive years of expanded sales
and profitable performance. He was named "Executive of Year" by
Beverage Industry magazine in 2002 and then top CEO in Canada in
2003 by Report on Business magazine.

The company also announced today that it will release its first
quarter financial results before the markets open on Tuesday,
April 20th. Weise, Sheppard and Raymond P. Silcock, executive vice
president and chief financial officer, will host a conference call
on the same date to discuss these results.

            First Quarter Results Conference Call

Cott Corporation will host a conference call on Tuesday, April
20th at approximately 10:30 AM ET to discuss first quarter
financial results.

For those who wish to listen to the presentation, there is a
listen-only dial-in telephone line, which can be accessed as
follows:

          North America: (800)-814-4860
          International: (416)-640-1907

                    Annual General Meeting

Cott Corporation's annual general meeting of shareowners will take
place on Tuesday, April 27, 2004 at 8:30 AM ET at the Glenn Gould
Studio, CBC Building, 250 Front Street West, Toronto, Ontario.

                            Webcast

To access the conference call on April 20th and the Annual General
Meeting on April 27th over the Internet, please visit Cott's
website at http://www.cott.comon both dates at least fifteen  
minutes early to register, download, and install any necessary
audio/video software. For those who are unable to access the live
broadcasts, a replay will be available at Cott's website following
these events until May 11th, 2004.

Cott Corporation (S&P, BB Long-Term Corporate Credit and BB+
Senior Secured Debt Ratings)  is the world's largest retailer
brand soft drink supplier, with the leading take home carbonated
soft drink market shares in this segment in its core markets of
the United States, Canada and the United Kingdom.


CSG SYSTEMS: S&P Affirms & Removes Low-B Ratings from Watch
-----------------------------------------------------------
Standard & Poor's Ratings Services affirms its 'BB-' corporate
credit and senior secured debt ratings on CSG Systems Inc. and
removed them from CreditWatch, where they had been placed on
Oct. 8, 2003.

"The ratings affirmation follows CSG's recent announcement that it
has signed a new five-year contract with Comcast Corp.
(BBB/Stable/--), its largest customer, mitigating concerns that
Comcast might seek to terminate its relationship with CSG," said
Standard & Poor's credit analyst Ben Bubeck.

The outlook is stable. As of Dec. 31, 2003, Englewood, Colo.-based
CSG had operating lease-adjusted total debt of approximately $306
million.
    
CSG provides billing solutions for converging communications
markets, including cable television, direct broadcast satellite,
telephony, and on-line services, through a combination of both
outsourced and licensed formats.

In addition to the five-year Comcast deal just completed, CSG also
recently extended its contract with Echostar, its second largest
customer, through March 2006. Customer concentrations are high,
however, as these two customers represent about one-third of CSG's
revenue base.

Debt maturities, including a $30 million mandatory repayment in
July 2004, should lead to steady improvement in leverage. Standard
& Poor's expects CSG to generate sufficient cash from operations
to meet scheduled maturities.

Following the signing of the Comcast contract, CSG has no major
contract renewals until 2006, which supports expectations for
relatively stable revenue and cash flow generation over the near-
to intermediate-term.


CSK AUTO: Reports Improved Sales and Profits for Q4 & FY 2003
-------------------------------------------------------------
CSK Auto Corp. (NYSE: CAO), the parent company of CSK Auto Inc., a
specialty retailer in the automotive aftermarket, reported its
financial results for the fourth quarter and fiscal year ended
Feb. 1, 2004.

The company noted the following highlights for the fourth quarter
and fiscal year:

-- Net sales were $372.3 million for the quarter and a record
   $1,578.1 million for the full year;

-- Same store sales increased by 8% for the fourth quarter and
   6.0% for the full year;

-- During the fourth quarter of fiscal 2003, we refinanced our
   debt, which is expected to provide us with pre-tax annual
   interest savings of between $11.0 million and $13.0 million or
   $0.14 to $0.17 per share; and

-- Adjusted free cash flow (a non-GAAP measure described below)
   for fiscal 2003 was $73.7 million.

                      Financial Results

Net sales for the 13 weeks ended Feb. 1, 2004 increased $22.6
million to $372.3 million from $349.7 million for the 13 weeks
ended Feb. 2, 2003. Sales for the fiscal year ended Feb. 1, 2004
increased $71.5 million to $1,578.1 million from $1,506.6 million
for the fiscal year ended Feb. 2, 2003. Same store sales increased
8.0% and 6.0% for the fourth quarter and fiscal year,
respectively. The higher sales are a result of our continued
efforts to increase our average sale per customer and to attract
new customers to our stores through our new and innovative product
offerings.

Gross profit increased $15 million to $187.2 million, or 50.3% of
net sales for the fourth quarter of fiscal 2003 from $172.2
million or 49.2% of net sales for the fourth quarter of fiscal
2002. Gross profit increased $48.0 million to $748.2 million, or
47.4% of net sales, for fiscal 2003 from $700.2 million, or 46.5%
of net sales, for fiscal 2002. As discussed previously during the
year, we adopted Emerging Issues Task Force No. 02-16 ("EITF 02-
16") during the first quarter of fiscal 2003. EITF 02-16 required
that certain vendor allowances previously recognized in operating
and administrative costs be reflected in cost of sales. Adjusted
gross profit percentages for the fourth quarter and full year of
fiscal 2002 for the effect of EITF 02-16 would have been 51.8% and
47.8% of net sales, respectively. As previously stated, we have
continued to offer new product offerings that carry higher dollar
averages but lower gross profit margin rates.

Operating profit for the fourth quarter of fiscal 2003 totaled
$18.3 million (4.9% of net sales) compared to $19.8 million (5.7%
of net sales) for the fourth quarter of fiscal 2002. Operating
profit for fiscal 2003 totaled $116.6 million (7.4% of net sales)
compared to $102.5 million (6.8% of net sales) for fiscal 2002.
Operating profit was negatively impacted during fiscal 2003 as a
result of charges related to our recent refinancing and a closed
store reserve adjustment (see discussion below). Operating profit
was favorably impacted during fiscal 2003 as a result of higher
gross margin dollars and the leveraging of fixed costs over the
rising net sales. On a comparable basis, operating profit for the
fourth quarter of fiscal 2003 increased to $32.4 million from
$30.8 million in the fourth quarter of fiscal 2002. On a
comparable basis, operating profit for fiscal 2003 increased to
$130.9 million from $114.6 million in fiscal 2002.

GAAP net loss for the fourth quarter of fiscal 2003 was $22.6
million, or $(0.49) per diluted common share, compared to net
income of $3.7 million, or $0.08 per diluted common share, for the
fourth quarter of fiscal 2002. On a comparable basis, net income
increased to $13.4 million, or $0.29 per diluted common share, in
the fourth quarter of fiscal 2003 from $10.8 million, or $0.24 per
diluted common share, in the fourth quarter of fiscal 2002.

GAAP net income for fiscal 2003 was $10.8 million, or $0.23 per
diluted common share, compared to GAAP net income of $21.8
million, or $0.54 per diluted common share, in fiscal 2002. On a
comparable basis, net income for fiscal 2003 was $49.5 million, or
$1.08 per diluted common share, compared to net income of $34.2,
or $0.81 per diluted common share for fiscal 2002.

Other key financial performance indicators which have shown
improvement year-over-year include: (1) net cash provided by
operating activities which increased by $14.7 million to $50.6
million in fiscal 2003 from $35.9 million in fiscal 2002; (2)
capital expenditures increased to $16.1 million in fiscal 2003
from $9.6 million in fiscal 2002; (3) adjusted free cash flow (a
non-GAAP measure defined below) increased $43.0 million to $73.7
million in fiscal 2003 from $30.7 million in fiscal 2002; and (4)
net debt (a non-GAAP measure defined below) was reduced by $26.4
million in fiscal 2003 to $483.0 million from $509.4 million in
fiscal 2002.

In January 2004, we completed a refinancing of our debt that
included the redemption of approximately 94% of our outstanding
$280.0 million 12% senior notes and the issuance of $225.0 million
7% senior subordinated notes. In addition, we amended our bank
credit facility, increasing our credit line by $75.0 million and
reducing our interest rate spread by 50 basis points. As a result
of the refinancing, we expect pre-tax annual savings of
approximately $11.0 million to $13.0 million in interest expense,
or $0.14 to $0.17 per share (assuming 47 million shares
outstanding). In conjunction with these transactions, we incurred
a loss on debt retirement during the fourth quarter of fiscal 2003
of approximately $45.2 million that included early redemption
premiums, underwriting and bank fees and the write-off of certain
financing fees and other costs. In addition, approximately $1.8
million of indirect costs related to these transactions were
expensed as operating and administrative expenses.

The refinancing completed in the fourth quarter and the ongoing
improvement in our operating results have increased our cash flow
and financial flexibility, enabling us to pursue an alternate
strategy to reduce our current portfolio of closed stores, which
includes lease buyouts and foregoing lease extensions on locations
that we currently sublease at a marginal profit. This change in
strategy requires us to establish a new closed store reserve based
upon the guidance in Statement of Financial Accounting Standards
No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities" (FAS 146) which became effective Jan. 1, 2003, and
reverse the existing closed store reserve which was previously
established under EITF 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." FAS 146
requires that costs under a lease contract for a closed store be
recognized at fair value and that the amount of remaining lease
payments owed be reduced by estimated sublease income (but not to
an amount less than zero). This change in methodology has resulted
in a fourth quarter non-cash charge of approximately $12.2
million. The charge reflects the elimination of net sublease
income (leases with incremental estimated sublease income in
excess of the costs of the original lease) from the reserve,
partially offset by the discounting of net cash outflow. Sublease
income in excess of costs associated with the lease will be
recognized in future periods as it is earned.

                         Outlook

For fiscal year 2004, we are forecasting same store sales
increases in the low-to-mid single digit range and we are
expecting to open or relocate 45 stores. As a result of our
projected sales increase and the impact of reduced interest
expense resulting from our refinancing, we have revised our
previous guidance of net income between $65.0 million and $69.0 to
net income between $66.0 million and $69.0 million. This will
result in diluted earnings per common share of between $1.42 and
$1.47, assuming approximately 47.0 million diluted shares
outstanding. This assumes that diluted earnings per common share
for the first quarter of fiscal 2004 will be between $0.26 and
$0.28. Free cash flow (as defined below) in fiscal year 2004 is
expected to be between $75.0 and $85.0 million. We expect to use
this excess cash primarily to reduce outstanding debt.

CSK Auto Corp. (S&P, B+ Corporate Credit Rating, Stable) is the
parent company of CSK Auto Inc., a specialty retailer in the
automotive aftermarket. As of Feb. 1, 2004, the company operated
1,114 stores in 19 states under the brand names Checker Auto
Parts, Schuck's Auto Supply and Kragen Auto Parts.


DAVID ELLIS AGENCY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: David L. Ellis Agency Inc.
             3552 Old Gettysburg Road, Suite 203
             Camp Hill, Pennsylvania 17111

Bankruptcy Case No.: 04-01555

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     David L. Ellis                             04-01556

Chapter 11 Petition Date: March 17, 2004

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham & Chernicoff PC
                  2320 North Second Street
                  P.O. Box 60457
                  Harrisburg, PA 17106-0457
                  Tel: 717-238-6570
                  Fax: 717-238-4809

                             Estimated Assets   Estimated Debts
                             ----------------   ---------------
David L. Ellis Agency Inc.   $1 M to $10 M      $1 M to $10 M
David L. Ellis               $500,000 to $1 M   $500,000 to $1 M

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


DII INDUSTRIES: Court Okays Gelco Automotive Fleet Lease
--------------------------------------------------------
Michael G. Zanic, Esq., at Kirkpatrick & Lockhart LLP, in
Pittsburgh, Pennsylvania, informs the Court that historically,
Kellogg Brown & Root, Inc. owned a fleet of heavy equipment and
automotive units for use in construction projects through its land
equipment department.  The LED fleet was acquired through capital
expenditures and then maintained and serviced through an in-house
operation.

Due to low utilization rates and return on capital on the heavy
equipment, and the costs to support and maintain the automotive
fleet, KBR decided to sell its heavy equipment fleet and to
explore alternatives for a sale and leaseback of the automotive
fleet that would allow KBR to improve its return on capital
employed.  KBR estimated through a net present value analysis
that selling and leasing back the automotive fleet will be
$1,800,000 less expensive over the life of the assets than
continuing to own and internally maintain the fleet.  The main
driver for the savings is reduction of overhead for internally
maintaining the fleet, in the areas of both maintenance and
administration.

As of the Petition Date, LED has a fleet of 540 automotive units
consisting of sedans, SUVs, pick-up trucks, and specialized
vehicles.  Most of these vehicles are located on numerous project
sites in several states.

According to Mr. Zanic, several leasing companies were invited to
bid on the opportunity to buy and lease back the Automotive Fleet
and to acquire and lease new automotive units as needed.  Gelco
Corporation, doing business as GE Fleet Services, offered a
better up-front discount on new vehicles and better payment terms
compared to the other companies.  Thus, negotiations commenced
with GE Fleet regarding the terms of a definitive lease
agreement.

At the Debtors' request, the Court authorizes KBR to enter into
an automotive fleet lease agreement and maintenance management
agreement with GE Fleet.

The pertinent terms of the Lease are:

   (1) Term

       The minimum lease term for each vehicle is 12 months
       beginning on the date of delivery of the vehicle to KBR.
       The lease term is then renewed monthly.

   (2) Monthly Rental

       The book value of the existing automotive fleet is
       $3,000,000.  Total monthly lease payments on the existing
       fleet are expected to be $110,000 plus tax.

   (3) Taxes

       KBR will pay all citations, fees, taxes and assessments,
       including property, ad valorem, gross receipts, sales,
       rental, use, value added, withholding, franchise, and
       other taxes, charges, penalties, fines, or interest.

   (4) Return, Rental Adjustment

       As more specifically set forth in the Lease, following the
       end of the minimum lease term, KBR or GE Fleet may, upon
       30 days' written notice to the other party, require the
       return of any vehicle to GE Fleet.  After the return of
       any vehicle in accordance with the Lease, GE Fleet will
       cause the vehicle to be sold at wholesale for fair market
       value and the monthly rental will be adjusted depending on
       the amount of the "Net Sale Proceeds."

   (5) Insurance

       KBR will be responsible for insuring each leased vehicle
       pursuant to a policy of primary insurance satisfactory to
       GE Fleet.

Mr. Zanic states that the Maintenance Agreement provides that GE
Fleet will administer a program that provides for the purchase of
maintenance for the leased vehicles.  The cost for administering
this program will be $3.50 per vehicle per month.

As part of the agreement between the parties, the obligations due
GE Fleet by KBR under the Lease and Maintenance Agreement will be
guaranteed by Halliburton Co. pursuant to the terms of a
Continuing Guaranty and Indemnity Agreement.

KBR's management believes that the approved Lease and Maintenance
Agreement constitute the best alternative available to manage the
cost of the Automotive Fleet.  Under the agreed structure,
KBR will be able to lease the Automotive Fleet at rates that
provide a better return on its assets and concentrate its
resources in core competency areas.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


EDISON INT'L: Declares Quarterly Dividends Payable on April 30
--------------------------------------------------------------
The Board of Directors of Edison International declared a
quarterly common stock dividend of $0.20 per share payable April
30, 2004, to shareholders of record on March 31, 2004.

The Board of Directors of Southern California Edison Company (SCE)
declared a quarterly dividend of $1.8075 per share on the 7.23%
series of $100 cumulative preferred stock.  This dividend is
payable April 30, 2004, to shareholders of record on April 5,
2004.

SCE also declared a quarterly dividend of $0.255 per share on the
4.08% series of cumulative preferred stock, $0.265 per share on
the 4.24% series of cumulative preferred stock, and $0.29875 per
share on the 4.78% series of cumulative preferred stock.  Each of
these dividends is payable May 31, 2004, to shareholders of record
on May 5, 2004.

Based in Rosemead, California, Edison International (NYSE: EIX)
(S&P, BB+ Corporate Credit and Senior Unsecured Debt Ratings,
Stable) is the parent company of Southern California Edison,
Edison Mission Energy and Edison Capital.


ENRON CORP: Court Temporarily Allows 58 Claims for Voting
---------------------------------------------------------
Through Court-approved Stipulations, these claims are temporarily  
allowed in the "Stipulated Amount" as provided for by Rule 3018  
of the Federal Rules of Bankruptcy Procedure for the limited  
purpose of voting on the Enron Debtors' Plan:  
  
Claimant                          Claim No.    Voting Amount  
--------                          ---------    -------------
Brazos VPP Limited Partnership        9001      $16,326,900

American Home Assurance Company      10788      108,000,000
                                     10789      108,000,000

Banc of America Securities LLC       11324           61,985
                                     11325          697,390
                                     11326          106,394
                                     11327          613,967
                                     12181          278,717
                                     12183          804,662
                                     12186          165,869
                                     12193           56,643
                                     12187          188,792

Mirant Americas Energy               13001       50,000,000
Marketing LP                         13003       62,500,000

TXU Europe Energy Trading BV           -        216,815,825
and TXU Europe Energy Trading
Ltd.

Bear, Stearns & Co., Inc.            12113       82,500,000
                                     12114       82,500,000

JPMorgan Chase Bank                  11225      232,000,000

Duke Companies                    12548-12561             1 each
                                  12739-12749             1 each
                                  12934                   1
                                  12950-12959             1 each
                                  13358-13360             1 each
                                  12546                   1

The Stipulations are not intended nor will it be construed to be:  
  
  (i) an allowance of the Claims for any purpose other than  
      voting on the Plan;  
  
(ii) a waiver by any of the Debtors or any other parties-in-
      interest of any right to object on any grounds to any
      Claims or proofs of claim filed or to be filed by the
      Claimants; or  
  
(iii) an agreement or consent by the Claimants to reduce or
      limit the Claims. (Enron Bankruptcy News, Issue No. 101;
      Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENRON CORP: Various Creditors Sell Claims Totaling $130,652,295
---------------------------------------------------------------
Pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy
Procedure, the Court received these notices of Enron claim
transfers from January 26, 2004 through February 23, 2004:
  
A. To Longacre Master Fund Ltd.:  
                                             Claim
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Kona Ltd.                                 11885     $289,359

   Vitol S.A. and Vitol S.A., Inc.           13349   10,693,357

B. To Stonehill Institutional Partners:  
                                             Claim  
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Vitro Corporativo, SA de CV               11291  $15,780,283
                                             11292   15,780,283

C. To Contrarian Funds LLC:  
                                             Claim  
   Transferor                                 No.        Amount
   ----------                                -----       ------
   APCO Worldwide, Inc.                       2301      $72,407
                                               -          5,030
                                               -         41,872

   APCO Worldwide - Sacramento                 -         18,200

   S/I North Creek IV, LLC                   12812    2,524,967

   Sierra Power Corporation                  13710       91,627

   Middleberg Euro                             -         25,000

D. To Cerberus Partners LP:
                                             Claim  
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Merrill Lunch, Pierce, Fenner &            4555   $7,105,068
   Smith, Inc.                                2524    7,105,068

E. To Liquidity Solutions, Inc.,
   doing business as Revenue Management:
                                             Claim  
   Transferor                                 No.        Amount  
   ----------                                -----       ------
   James Mintz Group, Inc.                     -         $5,067

   Resource International                      -          7,100

   Document Solutions, Inc.                    -          2,284

F. To Goldman Sachs Credit Partners LP:
                                             Claim  
   Transferor                                 No.        Amount  
   ----------                                -----       ------
   Australia and New Zealand Banking         12686  $41,064,226
   Group Limited

G. To Cargill Financial Services
   International, Inc.:
                                             Claim  
   Transferor                                 No.        Amount  
   ----------                                -----       ------
   Goldman Sachs Credit Partners             12686  $10,000,000

H. To Bear Stearns & Co., Inc.:
                                             Claim  
   Transferor                                 No.        Amount  
   ----------                                -----       ------
   Mizuho Global, Ltd.                       10780  $20,000,000

I. To Madison Distressed Strategies LLC:
                                             Claim  
   Transferor                                 No.        Amount  
   ----------                                -----       ------
   Quantum Energy LLC                          -        $38,147

J. To Trade-Debt.net:
                                             Claim  
   Transferor                                 No.        Amount  
   ----------                                -----       ------
   Deeco Transportation                        -           $950

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


EXIDE TECH: Trade Creditors Sell 88 Claims Totaling $2.2 Million
----------------------------------------------------------------
From February 18, 2004 to March 10, 2004, the Clerk of Court
recorded 88 Exide Tech. claim transfers, aggregating over
$2,200,000:

Transferee                 Original Claimant             Amount
----------                 -----------------             ------
Fair Harbor Capital, LLC   Hach Co.                      $7,044
                           Fisher, Timothy O.             5,000
                           Albert Ward Contractor         5,000
                           A1 Limousine Service           4,044
                           Shoun Trucking Co. Inc.        6,832
                           Liebig Holdings LLC            4,800
                           Bistate Plumbing & Piping      4,138
                           Sendec Corp.                   5,749
                           Westrock Battery              13,202
                           Larson-Danielson Co.           7,537
                           DBM                           12,700
                           Fastnet Corp                   5,754
                           Acme Structure LP             58,007
                           Allied Instrument Service      4,924
                           Treadwell & Rollo Inc.        30,588
                           May Equipment                 11,771
                           ASAP Personal Services         5,149
                           Westrock Battery              22,024
                           Forest Corp.                  80,959
                           Electric Materials Co.        83,289

Argo Partners              J&M Schaefer, Inc.            50,197
                           Adair Green Advertising       71,546
                           Pump Pros, Inc.               11,577
                           ITW Foils                     10,459
                           Crawford Construction         35,982
                           Aida Dayton Tech. Corp.       10,716
                           Ozark Warehouses              18,147
                           CHS Healthstrategies          33,372
                           Harris Metals                 11,413
                           May Equipment                 11,771
                           Industrial Crating Inc.      129,681
                           Industrial Crating Inc.       27,179

Longacre Master Fund, Ltd. Saft Power Systems Inc.      568,125
                           Olson Packaging Services     172,362
                           Manugistics Group Inc.        55,506
                           Baghouse & Industrial        258,948
                           Manugistics Group Inc.        55,506
                           Regenergy Inc.                45,409

Revenue Management         Benefit & Compensation
                            Consultants                   6,175
                           TRG Inc.                       1,125
                           Best Western-Big America       1,205
                           J&M Schaefer Inc.             50,197
                           Empire Valuation Consultants  18,750
                           TSG Associates LLC            12,391
                           Seminole Express Inc.          4,892
                           Save-On Fasteners             24,954
                           Colt Industrial Sales          1,359
                           Climate Svc. Inc.              1,794
                           Bold Technologies              1,736
                           Bistate Plumbing & Piping      4,138
                           Atlas Iron & Metal Co.         2,966
                           All Metals Recycling           1,618
                           All Metals Recycling           1,800
                           Acorn Electrical               3,390
                           Abington Lawn Care Inc.       11,069
                           Westrock Battery Ltd.         22,024
                           Dunmore Roofing & Supply       2,937
                           Columbus Daily Advocate        1,469
                           Finn & Conway                  1,339
                           Foster Lift Trucks Inc.        2,081
                           Flow Solutions                 2,534
                           Engineered Plastics Products   5,219
                           K&K Construction               1,850
                           James Eagen Sons Co.           2,446
                           J&L Development Inc.           9,510
                           Media Technology Inc.          1,269
                           May Equipment                 11,771
                           Malones Mechanical             3,272
                           Lift Tech/Raleigh              1,215
                           Krayer Detective Agency        1,763
                           Pillar Management Assoc        3,250
                           NTE Electronics Inc.           5,053
                           New Jersey Legal Copy          8,054
                           New Jersey Legal Copy          8,054
                           Michael D Low & Assoc          1,995
                           Woodards Auto Center           1,625
                           Western Extralite Co.          7,984
                           W T Harvey Lumber Co.          5,325
                           Starling Office Products       2,195
                           Sparta Chem Inc.               1,648
                           SmallWood Locksmiths           1,191
                           SM Osgood Co.                  2,101
                           Shostak Iron & Metal           4,063
                           Sdr Mechanical Inc.           33,272
                           Sallie Hamilton Personnel      2,862
                           Print O Tape                   8,763
                           Reading Berks Emrgncy Shelter  4,000

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.  
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


EXTENDICARE: Signs-Up Philip Small as Chief Operating Officer
-------------------------------------------------------------
Extendicare Health Services, Inc. (EHSI). The Board of Directors
of EHSI is pleased to announce the appointment of Philip Small as
Executive Vice President and Chief Operating Officer of
Extendicare Health Services, Inc.

EHSI is a wholly owned subsidiary of Extendicare Inc. (TSX: EXE
and EXE.A; NYSE: EXE.A).

Mr. Small began his career with Extendicare and EHSI in June 2001
as the Senior Vice-President Strategic Planning and Development.

"Since joining Extendicare Phil has had tremendous success
implementing the strategic turnaround of EHSI, demonstrating both
leadership and a strong commitment towards helping the Company
achieve its growth objectives," said Mel Rhinelander, Chief
Executive Officer. "His experience exemplifies the bench strength
that characterizes Extendicare's management team."

Mr. Small's past experience includes Executive Vice President,
Strategic Planning and Operations Support and acting Chief
Financial Officer, Beverley Enterprises. Prior to that, he was
Senior Vice President, Finance. His prior experience also
includes serving as Director, Reimbursement for HCA Management
Company of Atlanta, Georgia. Mr. Small began his career at Ernst
and Young. He is a Certified Public Accountant and holds a
Bachelor of Science degree in accounting from Virginia
Polytechnic Institute.

Extendicare Health Services, Inc. of Milwaukee, Wisconsin is a
wholly owned subsidiary of Extendicare Inc. Through its
subsidiaries, Extendicare Inc. operates 275 long-term care
facilities across North America, with capacity for over 28,900
residents. As well, through its operations in the United States,
Extendicare offers medical specialty services such as subacute
care and rehabilitative therapy services, while home health care
services are provided in Canada. The Company employs 35,800
people in the United States and Canada.

The September 30, 2004, balance sheet discloses a working capital
deficit of about CDN$2.4 million.  


FALCON PRODUCTS: S&P Junks Rating over Lower-than-Expected Profits
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on furniture manufacturer Falcon Products Inc. to 'CCC'
from 'B-', and lowered its subordinated debt rating on the company
to 'CC' from 'CCC'.

The outlook is negative.

Total debt outstanding at Jan. 31, 2004, was $178.3 million.

"The downgrade on St. Louis, Missouri-based Falcon Products Inc.
reflects the lower than expected profitability resulting from the
continued softness within the furniture segments the company
serves, as well as the company's breach of certain bank
covenants," said Standard & Poor's credit analyst
Martin S. Kounitz.

Falcon is a vertically integrated furniture manufacturer serving
the hotel, office, and food service sectors. Its products include
hospitality seating, training and classroom furniture, and food
service products such as tables, bases, and millwork. With the
company's acquisition of Shelby-Williams in 1999, significant
portions of its revenue are now derived from furniture sold to
hotels to refurbish existing facilities.

Demand continues to be weak, particularly in the hospitality
furniture market. The relocation of manufacturing facilities has
also reduced profitability. The gross margin for the first quarter
ended Jan. 31, 2004, declined by 48% from the same period in 2003,
and EBITDA was negative. As a result, the company breached the
minimum EBITDA covenant on its recently refinanced bank debt, and
though it was granted a waiver, this bank debt is now recorded as
a current obligation. Of additional concern to Standard & Poor's
is the recent resignation of the firm's chief financial officer
during this period of distress.

Falcon continues to take steps to reduce its cost structure, most
recently closing and consolidating manufacturing facilities,
shifting production to lower cost plants, and converting its
defined benefit plan into a 401(k) plan. Standard & Poor's expects
higher steel costs to be mitigated by the company's manufacturing
efficiencies. Management also intends to streamline its supply
chain. Total savings from these actions are expected to be about
$8 million to $10 million in 2004.


FAST FORWARD INC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Fast Forward, Inc.
        Foster Plaza 5, Suite 300
        651 Holiday Drive
        Pittsburgh, Pennsylvania 15220

Bankruptcy Case No.: 04-23429

Type of Business: The Debtor is a marketing technology company
                  that helps client organizations automate and
                  consolidate customer communications.

Chapter 11 Petition Date: March 16, 2004

Court: Western District of Pennsylvania (Pittsburgh)

Judge: Judith K. Fitzgerald

Debtor's Counsel: Anthony W. Moses, Esq.
                  Pepper Hamilton LLP
                  1 Mellon Center 50th Floor
                  500 Grant Street
                  Pittsburgh, PA 15219
                  Tel: 412-454-5059

Total Assets: $1,114,421

Total Debts:  $2,077,798

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Tele Danmark                                $86,464

Divine, Inc.                                $74,280

Akamal                                      $52,796

Brodeur Worldwide                           $49,538

Hewlett Packard Fin. Svcs. Co.              $46,039

Gateway Partnership                         $34,539

BTB Mallflight Limited                      $20,460

Global Crossing Telecom                     $14,611

VeriSign                                    $13,529

Inflow                                      $13,183

Imation                                     $10,481

Dell Account                                 $6,740

All Systems                                  $5,535

Hoover's Inc.                                $4,995

MPO Disque Compact                           $4,594

CTC                                          $4,378

Wire Card AG                                 $4,331

Rand McNally                                 $4,308

New Tech Infosystem, Inc.                    $3,052

Logitech, Inc.                               $2,979


FOOTSTAR INC: Taps Hilco Merchant Resources as Liquidation Agent
----------------------------------------------------------------
Footstar, Inc. announced that, in conjunction with the actions it
is taking to strengthen and refocus its operations as part of its
Chapter 11 reorganization, the Company is beginning inventory
clearance sales at 163 underperforming locations that it
previously announced it intended to close. These include its 88
Just For Feet stores and 75 of its 428 Footaction stores. Footstar
has appointed Hilco Merchant Resources as liquidation agent.

The Company also reported that it is taking additional steps to
refocus its resources around a profitable core business base.
Subject to bankruptcy court approval, these include plans to close
its three Uprise stores and its nine Shoe Zone stores located in
the United States. Uprise and U.S. Shoe Zone were launched in 2002
as test concepts, and the Company has decided that it no longer
will support these start-up businesses that have been operating at
a loss. Uprise features footwear, apparel and selected additional
merchandise for the action sports market. U.S. Shoe Zone, a family
footwear retail store that focuses on the Hispanic customer, is an
extension of the 30-store Shoe Zone chain that the Company
operates in Puerto Rico and the Virgin Islands.

In addition, the Company is relocating and consolidating its
Consumer Direct division based in Wisconsin, which was created in
2002 to expand the Company's Internet and catalog sales. Going
forward, the Company's e-commerce initiatives will be handled from
its Footaction and Meldisco subsidiaries, and the Company will
discontinue its catalogs.

Dale Hilpert, Chairman, President and Chief Executive Officer,
commented, "We are continuing to move forward with our plans to
create a financially stronger Company centered around our core
businesses. The closing of underperforming stores and operations
is an important part of this process. Unfortunately, these actions
will have an impact on certain associates, and we are
communicating directly with those affected."

As previously announced, Footstar expects the store closings to be
completed by summer. Affected associates will be paid as normal
until their locations close. A list of the 163 closing stores is
available at http://www.footstar.com/in the Restructuring  
Information section.

In order to effect an operational and financial restructuring,
Footstar and substantially all of its subsidiaries filed voluntary
petitions on March 2, 2004 with the U.S. Bankruptcy Court for the
Southern District of New York in White Plains for reorganization
under Chapter 11 of the U.S. Bankruptcy Code.

                    Footstar Background

Footstar, Inc., with annual revenues of approximately $2.0 billion
and 14,000 associates, is a leading footwear retailer. The Company
offers a broad assortment of branded athletic footwear and apparel
through its two athletic concepts, Footaction and Just For Feet
and their websites -- http://www.footaction.com/and  
http://www.justforfeet.com/-- and discount and family footwear  
through licensed footwear departments operated by Meldisco. As of
March 1, 2004, the Company operated 428 Footaction stores in 40
states and Puerto Rico, 88 Just For Feet superstores located
predominantly in the Southern half of the country, and 2,496
Meldisco licensed footwear departments and 39 Shoe Zone stores.
The Company also distributes its own Thom McAn brand of quality
leather footwear through Kmart, Wal-Mart and Shoe Zone stores.


FOOTSTAR: Liquidating 88 Just for Feet & 75 Footaction USA Stores
-----------------------------------------------------------------
Going out of business sales began Friday, March 19, at all 88 Just
for Feet superstores and on the same date store closing sales
began at 75 of 428 Footaction USA stores as part of the bankruptcy
restructuring plan of parent, Footstar Corporation.

Athletic and casual footwear, apparel and accessory inventory
valued at nearly $150 million will be discounted from 20% to 50%
off original retail prices, offering consumers tremendous savings
in every department on leading brand names, including Nike,
Reebok, New Balance, adidas, K-Swiss and Timberland. A broad
assortment of the hottest and most popular styles and sizes for
men, women and children is available in every store.

Just for Feet, the world's largest athletic footwear store, has
superstores complete with video walls, basketball courts and
thousands of athletic footwear styles. Shoppers will find
outstanding values on performance running, basketball and tennis
shoes, hiking boots, men's and women's casual shoes and a huge
selection for kids. Jackets, jerseys, warm-up suits and team
licensed apparel will also be deeply discounted. Footaction USA
shoppers will find a similar selection plus many exclusive styles
from the leading brand manufacturers, available only at Footaction
USA.

Hilco Merchant Resources has been selected to manage the inventory
liquidation sales at all 163 locations. Michael Keefe, President
of Hilco Merchant Resources stated, "This is an outstanding
opportunity for consumers to realize unprecedented savings on a
remarkable selection of the best brand names in athletic footwear,
apparel and accessories. This is sure to be a very popular sale,
and with brands like Nike, Reebok, New Balance and adidas being
offered at very significant discounts, the selection won't last
long."

Based in Northbrook, Illinois, Hilco Merchant Resources --
http://www.hilcomerchantresources.com/-- provides high-yield  
strategic retail inventory liquidation and store closing services.
Over the years, Hilco principals have disposed of assets valued in
excess of $30 billion. Hilco Merchant Resources is part of the
Hilco Organization, a provider of asset valuation, acquisition,
disposition and financing services to an international marketplace
through nine specialized business units.

Here's a complete list of stores being closed:  

                            Just For Feet

Name                  Address                City         State  
----                  -------                ----         -----
Galleria              3460 Galleria Circle   Birmingham   AL    

Riverchase            2000 Riverchase        Birmingham   AL
                       Galleria, Ste. 158-A                 
River Ridge           4604 Highway 280       Birmingham   AL
Huntsville            5850-D University      Huntsville   AL
                       Drive                                
Montgomery            4003 Eastern Blvd.     Montgomery   AL
Little Rock           912 South Bowman Road  Little Rock  AR
Market Plaza          4201 East McClain      North Little AR
                       Blvd.                  Rock          
Glendale-Arrowhead    7650 West Bell Road    Glendale     AZ
Metro Center          10219 North Metro      Phoenix      AZ
                       Parkway W.                           
Tatum                 4740 East Shea         Phoenix      AZ
                       Boulevard                            
Desert Sky            7537 West Thomas Road  Phoenix      AZ
Desert Ridge          21001 N. Tatum Blvd.   Phoenix      AZ
Marketplace                                                
Arizona Mills         5000 Arizona Mills     Tempe        AZ
                       Circle, Suite 485                    
Tucson                4848 North Old Oracle  Tucson       AZ
                       Road                                 
Tucson 2              5566 East Broadway     Tucson       AZ
Mission Viejo         5080 Mission Center    San Diego    CA
                       Road                                 
San Ysidro            4250 Caminode La       San Ysidro   CA
                       Plaza, Unit L                        
Vista                 1861 University Drive  Vista        CA
Colorado Springs      1545 Briargate Blvd.   Colorado     CO
                                              Springs       
University            2770 South Colorado    Denver       CO
                       Blvd.                                
Stapleton-Quebec      7306 East 36th Street, Denver       CO
Square                #201                                 
Englewood-Centennial  9607 East County Line  Englewood    CO
                       Road                                 
Golden-Lakewood       14363 West Colfax      Golden       CO
                       Avenue, Ste L                        
Littleton-Park        8601 West Cross Drive  Littleton    CO
Meadows               #4                                   
Orlando (Altamonte)   218 East Altamonte     Altamonte    FL
                       Drive                  Springs       
Aventura              19275 Biscayne         Aventura     FL
                       Boulevard                            
Daytona Beach         1610 West Int'l        Daytona      FL
                       Speedway Boulevard     Beach         
Cypress Creek         6215 North Andrews     Fort         FL
                       Avenue                 Lauderdale    
Fort Myers            4971 South Cleveland   Fort Myers   FL
                       Avenue                               
Hialeah               1734 West 49th Street  Hialeah      FL
Hollywood             3300 Oakwood Boulevard Hollywood    FL
Dadeland              7240 Southwest 88th    Miami        FL
                       Street                               
Florida Mall          1401 Florida Mall      Orlando      FL
                       Avenue                               
Colonade              2712 East Colonial     Orlando      FL
                       Drive                                
Pembroke Pines        11960 Pines Blvd.      Pembroke     FL
                                              Pines         
Seminole              500 Towne Center       Sanford      FL
                       Circle                               
Sawgrass              13001 West Sunrise     Sunrise      FL
                       Blvd                                 
West Palm Beach       4354 Okeechobee        West Palm    FL
                       Boulevard              Beach         
Alpharetta            6110 North Point       Alpharetta   GA
                       Parkway                              
Augusta               254 Robert C Daniel    Augusta      GA
                       Parkway                              
East-West Shopping    1757 East-West         Austell      GA
Center                Connector, Suite 460                 
Gwinnett              3510 Mall Boulevard    Duluth       GA
Fayette Pavilion      400 Pavilion Parkway   Fayetteville GA
Towncenter            2636 George Busbee     Kennesaw     GA
                       Parkway, Suite A                     
Stonecrest            7230 Stonecrest        Lithonia     GA
                       Parkway                              
Southlake             1929 Mount Zion Road   Morrow       GA
Savannah              7505 Abercorn Street   Savannah     GA
Overland Park         6700 W. 119th Street   Overland     KS
                                              Park          
Cortana               9802 Cortana Place     Baton Rouge  LA
Covington             782 North Highway 190  Covington    LA
Lafayette             5702 Johnston Street   Lafayette    LA
New Orleans           3520 Veterans          Metarie      LA
                       Boulevard                            
Shreveport            1509 E. Bert Kouns     Shreveport   LA
                       Industrial Loop                      
Independence          3911 Bolgar Drive      Independence MO
Bannister             9110 Hillcrest Road    Kansas City  MO
Springfield           1610 East Battlefield  Springfield  MO
                       Road                                 
Jackson               1061 East County Line  Jackson      MS
                       Road                                 
Cotton                10030 Coors Blvd NW    Albuquerque  NM
Pavilion              4600 Cutler Avenue     Albuquerque  NM
Las Vegas 2           4500 West Sahara       Las Vegas    NV
                       Avenue                               
Galleria Pavillion    611 Mall Ring Circle   Las Vegas    NV
Norman                3030 William Pereira   Norman       OK
                       Drive                                
Quail                 2300 west Memorial     Oklahoma     OK
                       Road                   City          
Tulsa 1               9404 East 71st Street  Tulsa        OK
                       South                                
Tulsa 2               4933 East 41st Street  Tulsa        OK
Allentown (Whitehall) 2621 MacArthur         Whitehall    PA
                       Boulevard                            
Chattanooga           2100 Hamilton Place    Chattanooga  TN
                       Blvd.                                
Knoxville             215 Pereginne Lane     Knoxville    TN
Knoxville             3240 Eat Towne Mall    Knoxville    TN
                       Circle                               
Wolfcreek             2825 Germantown        Memphis      TN
                       Parkway                              
Arlington             1104 West Arbrook      Arlington    TX
                       Boulevard                            
Austin                9333 Research Blvd.,   Austin       TX
                       Bldg D, Ste300                       
Sunrise Commons       2451 Pablo Kisel,      Brownsville  TX
                       Suite F                              
North Park            9390 North Central     Dallas       TX
                       Expressway                           
El Paso               5994 Montana Avenue,   El Paso      TX
                       Bassett Center                       
Westheimer            8373 Westheimer        Houston      TX
Willowbrook           17780 Tomball Parkway  Houston      TX
Almeda                900 Almeda Mall        Houston      TX
Sharpstown            6900 Southwest Freeway Houston      TX
Hurst                 891 Northeast Mall     Hurst        TX
                       Blvd.                                
Laredo                7901 San Dario Avenue  Laredo       TX
Lewisville            490 Oak Bend Road      Lewisville   TX
Live Oak              8215 Agora Parkway     Live Oak     TX
McAllen               2201 South 10th Street McAllen      TX
Mesquite              18600 LBJ Freeway      Mesquite     TX
Plano Park Central    3304 North Central     Plano        TX
San Antonio 1         5127 NW Loop 410       San Antonio  TX
San Antonio 2         13103 San Pedro Avenue San Antonio  TX


                           Foot Action

Name                  Address                City         State  
----                  -------                ----         -----
Regency Square Mall   301 Cox Creek Parkway, Florence     AL
                       Sp. #1110                            
Montgomery Mall       2951 Montgomery Mall   Montgomery   AL
Montgomery            4005 Eastern Blvd.     Montgomery   AL
Topanga Plaza         6600 Topanga Canyon    Canoga Park  CA
                       #84A                                 
Studio Village S/C    10970 Jefferson Blvd.  Culver City  CA
North County Fair     272 E. Via Rancho Pkwy Escondido    CA
Great Mall / Bay Area 564 Great Mall Drive,  Milpitas     CA
                       Sp. #195                             
Montclair Plaza       2058 Montclair Plaza   Montclair    CA
                       Lane                                 
Oakridge Mall         825 Blossom Hill Road  San Jose     CA
Greeley Mall          2017 Greely Mall #9    Greeley      CO
Edison Mall           4125 Cleveland Ave.    Ft. Myers    FL
                       #130 B                               
Eagle Ridge Mall      725 Eagle Ridge Dr.,   Lake Wales   FL
                       Sp 308                               
Cordova Mall          5100 N. 9th Ave., Sp.  Pensacola    FL
                       A-105                                
Gulf View Square      9409 US Highway 19,    Port Richey  FL
                       Sp#665                               
Governor S Square     1500 Apalachee Pkwy    Tallahassee  FL
Mall                  #1055                                
Georgia Square Mall   3700 Atlanta Hwy. -    Athens       GA
                       Ste 212                              
Fox Valley Center     1080 Fox Valley, Sp.   Aurora       IL
                       G-10 & G-11                          
Grand Boulevard       5401 South Wentworth   Chicago      IL
Chicago Ridge Mall    444 Chicago Ridge Mall Chicago      IL
                                              Ridge         
Hickory Point Mall    US 51 North            Forsyth      IL
Spring Hill Mall      Rts 72 & 31            West Dundee  IL
West Ridge Mall       1801 SW Wanamaker B17A Topeka       KS
Oxmore Center         7900 Shelbyville Rd.,  Louisville   KY
                       Sp E-4                               
Lafayette             5702 Johnston Street   Lafayette    LA
Holyoke Ml/Ingleside  50 Holyoke Street      Holyoke      MA
Searstown Mall        Commercial Road        Leominster   MA
Soloman Pond Mall     Rts 290 & 495          Marlborough  MA
Natick Mall           1245 Worcester Road -  Natick       MA
                       Sp. 1186                             
Swansea Mall          Route 1118             Swansea      MA
Greenmont Avenue      3228 Greenmont Ave.,   Baltimore    MD
                       Space #3228                          
Shops @ Jefferson     E. Jefferson Ave.,     Detroit      MI
Village               SpC400                               
Woodland Mall         3195 28th Street SW    Grand Rapids MI
Ridgedale Shopping    12521 Wyzata Blvd.     Minnetonka   MN
Center                                                     
Biltmore Square Mall  800 Brevard Rd., Sp.   Asheville    NC
                       830                                  
Pheasant Lane Mall    310 Daniel Webster     Nashua       NH
                       Hwy, Sp. 105                         
Livingston Mall       112 Eisenhower Pkwy.   Livingston   NJ
Rockaway Town Square  Rt 80 & Mt. Pope Ave.  Rockaway     NJ
                       #1039                                
Coronado Center       6600 Menaul N.E.       Albuquerque  NM
Cottonwood Mall       10000 Coors Bypass     Albuquerque  NM
Galleria At Sunset    1271 Sunrise Hwy.      Henderson    NV
Belden Village Mall   4315 Belden Village    Canton       OH
                       Mall                                 
Eastgate Mall         4601 Eastgate, Sp. 232 Cincinatti   OH
Lee Harvard Shopping  4071 Lee Road, Suite   Cleveland    OH
Center                110                                  
Midway Mall           3151 Midway Mall, Sp.  Elyria Oh    OH
                       G-28                                 
Great Northern        554 Great Northern     No. Olmsted  OH
Shopping Center       Blvd.                                
Fort Steuben Mall     100 Mall Drive, Sp.    Steubenville OH
                       C10                                  
Southwyck Shopping    2040 S. Reynolds Rd.,  Toledo       OH
Center                Sp. B13 & 14                         
Colonial Park Mall    Rt. 22 & Colonial Road Harrisburg   PA
Park City             650 Park City Center   Lancaster    PA
Beaver Valley Mall    Unit 660               Monaca       PA
Cheltenham Square     2385 Cheltenham Ave.,  Philadelphia PA
                       Sp. 1039                             
Philadelphia          9111 Roosevelt Blvd.   Philadelphia PA
                       Space #35                            
Ross Park Mall        1000 Ross Park Mall,   Pittsburgh   PA
                       Sp. H3/H4                            
Coventry Mall         Rt 724 & Rt. 100, Sp.  Pottstown    PA
                       E-3                                  
Susquehanna Valley    Rt. 11 & Rt. 15, Space Selinsgrove  PA
                       D-7                                  
Plaza Carolina        Lower Level, Sp. #164  Carolina     PR
Plaza Las Americas    525 Franklin D.        San Juan     PR
                       Roosevelt Ave.                       
Ponce De Leon Ave     1206 Ponce De Leon     Santurce     PR
                       Avenue                               
Governor S Square     2801 Guthrie Road      Clarksville  TN
Mall                                                       
Bradley Square        200 Paul Huff Highway, Cleveland    TN
                       Suite 5                              
Raleigh Springs       3459 Austin Peay Hwy   Memphis      TN
Golden Triangle Mall  2201 I-35E South       Denton       TX
Sunland Park Mall     750 Sunland Park Dr.,  El Paso      TX
                       Sp L-04B                             
Bassett Center        6101 Gateway West      El Paso      TX
Valle Vista Mall      2000 S. Expressway 83  Harligen     TX
Mall Del Norte        5300 San Dario - Sp    Laredo       TX
                       #813-E                               
Vista Ridge           2400 South Stemmons    Lewisville   TX
Collin Creek          811 N. Central Expwy.  Plano        TX
                       - p. 2148                            
Sunset Mall           1031 Sunset Mall, 4001 San Angelo   TX
                       Southwest Blvd.                      
Broadway Mall         4601 S. Broadway, Sp.  Tyler        TX
                       #B-1                                 
Sikes Center          3111 Midwestern Pkwy., Wichita      TX
                       Sp. 350                Falls         
Cloverleaf Mall       7201 Midlothian        Richmond     VA
                       Turnpike                             
Supermall Of G.N.W.   1101 Supermall Way     Auburn       WA
                       1149                                 
Alderwood Mall        3000 184 St. SW, Sp.   Lynnwood     WA
                       654                                  
Capital Mall          Capital Mall Drive     Olympia      WA


GARDEN RIDGE: Retains Andrews & Kurth as Real Estate Attorneys
--------------------------------------------------------------
Garden Ridge Corporation and its debtor-affiliates want to employ
Andrews & Kurth LLP as their Special Real Estate Counsel, nunc pro
tunc to February 2, 2004.

The Debtors report that Andrews & Kurth began working with them
shortly before the Petition Date. Due to Andrews & Kurth's
recognized expertise in real estate law, the Debtors believe that
it is uniquely qualified to assist them with many of the legal
issues that are likely to arise in connection with the real estate
aspects of their businesses.

The Debtors expect Andrews & Kurth to:

   a. perform legal services and advice relating to real estate
      law;

   b. provide general real estate advice concerning the Debtors'
      numerous leases;

   c. work with the Debtors and their landlords with respect to
      assuming, rejecting and/or renegotiating the terms of the
      Debtors' leases and documenting such modifications; and

   d. perform all other legal services, as requested by the
      Debtors, which may be necessary and proper in furtherance
      of the foregoing duties.

Andrews & Kurth will work closely with the Debtors' other
attorneys to ensure that there is no duplication of services
performed for or charged to the estates.

The Debtors will pay Andrews & Kurth its customary hourly rates:

Business Transaction/Real Estate:

      Name of Professional   Position   Billing Rate
      --------------------   --------   ------------
      Brigitte G. Kimichik   Partner    $390 per hour
      Jong Kim               Associate  $315 per hour
      Allen Dickey           Associate  $265 per hour

Bankruptcy:
   
      Name of Professional   Position   Billing Rate
      --------------------   --------   ------------
      Jason S. Brookner      Partner    $420 per hour
      Mike Coffman           Associate  $180 per hour

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


GEO SPECIALTY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: GEO Specialty Chemicals, Inc.
        First & Essex Streets
        Harrison, New Jersey 07029

Bankruptcy Case No.: 04-19148

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     GEO Specialty Chemicals Limited            04-19149

Type of Business: The Debtor develops, manufactures and markets
                  a wide variety of specialty chemicals,
                  including over 300 products sold to major
                  industrial customers for various end-use
                  applications including water treatment, wire
                  and cable, industrial rubber, oil and gas
                  production, coatings, construction, and
                  electronics.  See http://www.geosc.com/

Chapter 11 Petition Date: March 18, 2004

Court: District of New Jersey (Newark)

Judge: Morris Stern

Debtors' Counsels: Howard S. Greenberg, Esq.
                   Morris S. Bauer, Esq.
                   Stephen Ravin, Esq.
                   Ravin Greenberg, PC
                   101 Eisenhower Parkway
                   Roseland, NJ 07068
                   Tel: 973-226-1500

Total Assets: $264,142,000 at September 30, 2003

Total Debts:  $215,447,000 at September 30, 2003

Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
JP Morgan Trust Co., Nat'l    Unsecured Bonds       $125,000,000
Assoc.
Institutional Trust Service
250 West Huron Road, Ste 220
Cleveland, OH 44113

Airlee Opportunity Fund, LP   Unsecured Bonds        $22,000,000
Attn: Mr. Adam
115 East Putnam Avenue
Greenwich, CT 06830

Merrill Lynch Investment      Unsecured Bonds        $21,000,000
Man., LP
Attn: David Clayton
800 Scudders Mill Road
Plainsboro, NJ 08536

Deutsche Banc Asset           Unsecured Bonds        $12,544,000
Management
Mr. Mike Brown
150 S. Independence
Square West, Suite 726
Philadelphia, PA 19106

White Box Advisors            Unsecured Bonds         $6,551,000
Attn: Mr. Nick Swenson
3033 Excelsior Blvd, Ste 300
Minneapolis, MN 55416

Oppenheimer & Company         Unsecured Bonds         $5,000,000
Attn: Mr. Cary Holcomb
125 Broad Street
New York, NY 10004

GEO Gallium SA                Trade Payable             $573,360
17 Rue Marbeuf
75008 Paris, France,

Harwick Standard              Trade Payable             $499,950
60 S. Seiberling Street
Akron, OH 44305

McGeorge Contracting Co.,     Trade Payable             $337,404
Inc.
1425 Shamburger
Little Rock, AR 72206

Norfalco LLC                  Trade Payable             $291,501
6755 Mississauga, Suite 340
ONT CANADA L5N7Y2

CE Minerals                   Trade Payable             $283,017
49 South
Andersonville, GA 31711

COGNIS Corporation            Trade Payable             $281,919
5051 Estecreek Drive
Cincinnati, OH 45232-1446

C-Koe Metals                  Trade Payable             $224,491

ProChem Chemicals Inc.        Trade Payable             $200,853

Hercules Incorporated         Trade Payable             $176,944

South Jersey Gas              Trade Payable             $175,697

The DOW Chemical Company      Trade Payable             $168,891

Arrmaz Custom Chemicals Inc.  Trade Payable             $162,750

Degussa Initiators, LLC       Trade Payable             $148,553

Constellation NewEnergy Inc.  Trade Payable             $129,563


G+G RETAIL: S&P Lowers Ratings to D After Debt Restructuring
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on G+G
Retail Inc. to 'D' from 'CC'.

The downgrade follows G+G's announcement that it has completed a
debt restructuring transaction in which all of the company's
outstanding 11% senior notes due 2006 and outstanding preferred
stock of G&G Holdings were exchanged for new common stock of the
company. "Standard & Poor's views the debt restructuring
transaction as detrimental to debtholders because terms of the
exchange call for bondholders to receive patently less than
par value," said credit analyst Ana Lai. As of Nov. 1, 2003, G+G
had about $111 million of funded debt outstanding.

G+G Retail Inc. is a national mall-based retailer of popular
priced female junior and preteen apparel, with about 585 stores.


HAVENS STEEL CO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Havens Steel Company
        7219 East 17th Street
        Kansas City, Missouri 64126

Bankruptcy Case No.: 04-41574

Type of Business: The Debtor provides design-build services from
                  engineering to fabrication and erection to
                  steel management systems and on-site project
                  management. It began as a structural steel
                  fabricator for small commercial and industrial
                  projects in 1919. The company operates
                  globally.  See http://www.havenssteel.com/

Chapter 11 Petition Date: March 18, 2004

Court: Western District of Missouri (Kansas City)

Judge: Jerry W. Venters

Debtor's Counsel: Jonathan A. Margolies, Esq.
                  R. Pete Smith, Esq.
                  McDowell, Rice, Smith & Buchanan
                  605 West 47th Street Suite 350
                  Kansas City, MO 64112-1905
                  Tel: 816-753-5400
                  Fax: 816-753-9996

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Commerce Bank                           $11,700,000
1000 Walnut
Kansas City, MO 64106-3686

Adams & Smith, Inc.                      $1,573,236
P.O. Box 70
Oram, UT 84059

Nucor Yamato Steel Co                      $949,607
P.O. Box 101418
Atlanta, GA 30392

Alberici Constructors                      $829,503
2150 Kienlen Avenue
St. Louis, MO 63121

Area Erectors, Inc.                        $641,965
35028 Eagle Way
Chicago, IL 60678-1350

Hillsdale Fabricators                      $596,060
P.O. Box 211169
St. Louis, MO 63121-9169

Multi-Phase, Inc. and Sky Bank             $536,347
173 Old Beaver Grade Road
Coraopolis, PA 15108

Laramie - NRE                              $461,856
P.O. Box 27170
Detroit, MI 48227

Samuel Grossi & Sons, Inc.                 $460,677
2526 State Road
Bensalem, PA 19020

Nicholas J. Bouras, Inc.                   $407,634
P.O. Box 662
Summit, NJ 07902-0662

Vulcraft South Carolina                    $380,970
P.O. BOX 75156
Charlotte, NC 28275

Merrill Iron & Steel Inc.                  $376,543
P.O. BOX 110
Schofield, WI 54476

Southeastern Const. & Maint.               $305,410
P.O. Box 1055
Mulberry, FL 33860

Continental Const., Inc. and               $282,813
Derr Steel Erection
729 15th St. N.W., 5th Floor
Washington, D.C. 20005

United Rentals Credit Office - NRE         $281,104
P.O. Box 846394
Dallas, TX 75284-6394

Lohr Structural Fasteners                  $260,976
2355 Wilson Rd.
Humble, TX 77396

PKM Steel Services Inc.                    $254,592
P.O. Box 920
Salina, KS 67402-0920

Worldwide Logistic Partners Wire Info      $248,099

Shaw SSS Fabricators Inc.                  $246,755

D.K.G. & Associates Ltd.                   $238,401


HYTEK MICRO: Expects Going Concern Qualification in 2004 Audit
--------------------------------------------------------------
Hytek Microsystems, Inc. (OTC Bulletin Board: HYTK) announced
fiscal 2003 fourth quarter and full year financial results.

Net revenues for the fourth quarter ended January 3, 2004
increased approximately 39% to $2,566,000 from $1,846,000 for the
fourth quarter ended December 28, 2002. For the year ended January
3, 2004, the Company's net revenues decreased approximately 10% to
$10,181,000 compared to $11,283,000 for fiscal year 2002. The
change in revenue year over year and for the fourth quarter ended
December 28, 2002 compared to the fourth quarter ended January 3,
2004, is the result of timing and mix of scheduled deliveries and
the increase was not concentrated in any one customer.

The Company's net loss for the fourth quarter ended January 3,
2004 was $581,000, or a loss of $0.18 per share, compared to a net
loss of $594,000, or a loss of $0.18 per share, for the fourth
quarter of 2002. For the year ended January 3, 2004, the Company's
net loss was $970,000, or a loss of $0.30 per share, compared to a
net loss of $654,000, or a loss of $0.20 per share, for the prior
year ended December 28, 2002. The Company's fiscal 2003 operating
loss included approximately $310,000 for severance to the former
President and Chief Financial Officer which is an increase of
$200,000 in severance cost over the prior fiscal year.
Additionally, there were increased fees for legal, accounting and
consultation services totaling approximately $148,000 for the year
ended January 3, 2004. Of the aforementioned severance costs,
$97,000 was accrued during the fourth quarter ended January 3,
2004.

The auditors' report on Hytek's 2003 financial statements included
a "going concern" qualification, and it is anticipated that the
2004 audit report will also be subject to that qualification.

"Although we are disappointed with our reported results for the
fourth quarter and year, we believe we are solidly positioned to
implement our turnaround strategy in 2004," noted John Cole,
Hytek's President and CEO. "We have added significant depth to our
management team and believe we have in place a viable business
plan to execute against during the current fiscal year. We have
identified additional market opportunities and are focused on
improved internal metrics."

Founded in 1974 and headquartered in Carson City, Nevada, Hytek
specializes in hybrid microelectronic circuits that are used in
military applications, geophysical exploration, medical
instrumentation, satellite systems, industrial electronics, opto-
electronics and other OEM applications.


IMC HOME EQUITY: Moody's Takes Rating Actions on 4 Loan Trusts
--------------------------------------------------------------
Moody's Investors Service lowered its ratings on subordinate
classes of certificates issued by four IMC Home Equity Loan Trusts
in 1997 and 1998 due to poor performance of the underlying loans,
according to Dana Skelton, Moody's analyst. The securities are
backed by fixed-rate, first-lien subprime mortgage loans acquired
by the Industry Mortgage Company.

The High levels of losses completely eroded the
overcollateralization of Series 1997-3 and 1997-5 which incurred  
cumulative losses of 8.4% and 8.6% respectively. In effect, the
most subordinate Class B certificates have already encountered
substantial write-downs. Moreover, there will be a high rate of
expected losses over the next two years indicated by seriously
delinquent loans and loans in foreclosure and REO

Although the Series 1998-1 and 1998-5, with cumulative losses of
6.6% and 5.4% respectively, are performing slightly better, the
current credit enhancement levels for the Class B and Class M-2
certificates are still low.

             Moody's downgraded the certificates to:

        Baa3 - Series 1997-3: $20,272,942, Class M-2
        Ca   - Series 1997-3: $9,812,507, Class B
        Baa2 - Series 1997-5: $24,216,886, Class M-2
        Ca   - Series 1997-5: $14,237,770, Class B
        Baa2 - Series 1998-1: $16,854,352, Class M-2
        Ca   - Series 1998-1: $18,778,196, Class B
        Baa1 - Series 1998-5: $8,243,762, Class M-2
        B2   - Series 1998-5: $8,842,542, Class B

        Issuer:    IMC Home Equity Loan Trust
        Depositor: IMC Securities Inc.

The primary servicer of the loans of the four transactions is the
Fairbanks Capital Corp and JPMorgan Chase Bank is the trustee.


INDUSTRY MORTGAGE: Fitch Ratchets Class B Notes Rating to CCC
-------------------------------------------------------------
Fitch Ratings has taken rating actions on the following Industry
Mortgage Company issue:
Series 1998-1:

        --Class A-5 affirmed at 'AAA';
        --Class A-6 affirmed at 'AAA';
        --Class M-1 affirmed at 'AA+';
        --Class M-2 affirmed at 'BBB-';
        --Class B downgraded to 'CCC' from 'B-'.

The negative rating action on class B is due to the level of
losses incurred and the high delinquencies in relation to the
applicable credit support levels as of the February 2004
distribution. The affirmations on the remaining classes reflect
credit enhancement consistent with future loss expectations.


INDYMAC ABS: Fitch Takes Rating Actions on Ser. SPMD 2001-A Notes
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on the following IndyMac
ABS, Inc., Home Equity issue:
Series SPMD 2001-A Group 1:

        --Class AF-4 - AF-6, AF-IO, R affirmed at 'AAA';
        --Class MF-1 affirmed at 'BBB-';
        --Class MF-2 downgraded to 'CCC' from 'B-';
        --Class BF remains at 'CC'.

The negative rating action on Class MF-2 is the result of adverse
collateral performance and the deterioration of asset quality
outside of Fitch's original expectations.

Indymac SPMD 2001-A Group 1 contained 9.55% of MH collateral at
closing, and as of January 2004, the percentage of MH increased to
21%. To date, MH loans have exhibited very high historical loss
severities, causing Fitch to have concerns over the available
enhancement in this deal.

This deal was structured with mortgage insurance (MI) policies
provided by both the lender and the borrower on approximately
94.6% of the mortgage pool.

Series 2001-A Group 1 has had no OC since the May 2003
distribution, and class BF has taken further write-downs, with an
ending balance of $67,071.53 as of the February 2004 distribution.
The 12-month average monthly loss for this deal is approximately
$165,000.

The structure in the 2001-A transaction is not cross-
collateralized, so excess spread cannot be shared by the groups.

This deal is also structured such that bonds that were written
down due to losses can be written back up.

Fitch will continue to closely monitor this deal.


INTERNATIONAL PAPER: Redeeming 8-1/8 Percent Notes on April 19
--------------------------------------------------------------
International Paper (NYSE: IP) has notified the Bank of New York,
as trustee, that it has elected to redeem on April 19, 2004, all
of the outstanding International Paper Company 8 1/8 percent Notes
due July 8, 2005, at a make-whole redemption price calculated to
the redemption date in accordance with the terms of the indenture
covering the notes, plus accrued interest thereon to the date of
redemption. International Paper also announced that it has
successfully completed the previously announced offering of
$1 billion aggregate principal amount senior notes.

International Paper -- http://www.internationalpaper.com/-- is
the world's largest paper and forest products company. Businesses
include paper, packaging, and forest products. As one of the
largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative(R) program, a system that ensures the
perpetual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.
Headquartered in the United States, International Paper has
operations in over 40 countries and sells its products in more
than 120 nations.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB+' preferred stock ratings to International Paper
Co.'s $6 billion mixed shelf registration.


IVACO INC: Canadian Court Ends Truckers' Boycott of Services
------------------------------------------------------------
Ivaco Inc. obtained an Order from Mr. Justice Farley of the
Ontario Superior Court of Justice requiring three trucking
companies which supply services to Ivaco to continue to supply
such services in accordance with their normal practices.

On March 17, these companies, together with other trucking
companies, announced a boycott of Ivaco in order to obtain
payment of amounts owing to them prior to the date on which Ivaco
Inc. obtained court protection under the Companies' Creditors
Arrangement Act.  Ivaco immediately sought confirmation from the
Court that such conduct would not be condoned.  As a result of
this Order, trucking services to Ivaco have resumed.


KAISER ALUMINUM: Selling Parcels 2A & 2B in Va. to Harley Douglas
-----------------------------------------------------------------
Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, notifies the Court that the Kaiser Aluminum
Debtors have found a purchaser for Parcel 2B located in Mead,
Washington.  The Debtors will sell Parcel 2B to Harley C. Douglas,
pursuant to a Purchase and Sale Agreement dated March 1, 2004.

                        "As Is, Where Is"

The Debtors will sell Parcel 2B in an "as is, where is" condition
"with all faults," without any warranties, representations or
guarantees, either express or implied as to its condition,
fitness for any particular purpose, merchantability, or any other
warranty of any kind.

                     $550,000 Purchase Price

Mr. Douglas will purchase Parcel 2B for $550,000 through:

   (a) Earnest Money

       Before the execution date and delivery of the Douglas
       Sale Agreement, Mr. Douglas will deposit $50,000 to
       Spokane County Title Company, as the Escrow Agent, in
       immediately available funds.  The Earnest Money will be
       invested with a federally insured interest-bearing
       instrument with any interest accruing to be deemed as part
       of the Earnest Money.  Mr. Douglas will provide its
       federal taxpayer identification number to Spokane Title
       Company upon opening of escrow.  The Earnest Money will be
       held and disbursed by Spokane Title Company in accordance
       to the Sale Agreement.

   (b) Cash Balance

       Mr. Douglas will pay the Purchase Price less the Earnest
       Money and all interest earned by cash or certified check,
       bank cashier's check, or wire transfer of funds -- so long
       as the form of payment is recognized as immediately
       available funds -- to Spokane Title Company no later than:

       * 11:00 a.m. Spokane, Washington time on the first
         business day that is 10 days after the date the sale of
         the Parcel 2B is:

          (i) approved by the Court; or

         (ii) deemed approved pursuant to the "Miscellaneous
              Assets Sales Order," issued by the Court on
              April 22, 2002; or

       * an earlier date and time as the parties may mutually
         agree.

                      Confidential Documents

The Debtors will provide Mr. Douglas, upon request, documents
relating to Parcel 2B.  On his end, Mr. Douglas will hold in
confidence, all the information furnished to him by the Debtors.  
If any exist, the documents to be provided are:

   (a) environmental reports;

   (b) leases, easements, deeds, restrictive covenants and
       other documents of every kind affecting or encumbering
       Parcel 2B; and

   (c) existing surveys.

Ms. Newmarch assures the Court that Mr. Douglas has performed all
due diligence and that no further due diligence is permitted or
required.  Mr. Douglas will be permitted to enter upon the Parcel
2B premises at any reasonable time before the closing of the
sale, provided that Mr. Douglas notifies the Debtors 12 hours
before the visit.

Ms. Newmarch relates that, if the Sale Agreement is terminated
for any reason, Mr. Douglas will return to the Debtors, within
five days after termination, the confidential documents related
to Parcel 2B in his possession.  The parties may, at any time
before the Closing Date, terminate the transaction, provided that
a party delivers prior written notice to the other party.

                   Indemnification Provisions

Furthermore, Mr. Douglas will indemnify, defend and hold the
Debtors, including their affiliates and officers, harmless from
and against all claims and expenses incurred by any of the
indemnified parties in connection with any activities of Mr.
Douglas relating to Parcel 2B.  In the event that Parcel 2B is
disturbed or altered in any way, Mr. Douglas will promptly
restore the property to its original condition.  In addition, Mr.
Douglas will maintain and cause any of his employees,
consultants, contractors and other agents entering the property
to maintain and have in effect commercial general liability
insurance with:

   (a) all risk coverage;

   (b) waiver of subrogation; and

   (c) limits of not less than $1,000,000 for personal injury,
       including bodily injury and death, and property damage.

Mr. Douglas will name the Debtors as an additional insured party.

According to Ms. Newmarch, in addition to each party's
obligations, the consummation of the Sale Agreement will be
contingent upon each party's correct representations, performance
of obligations, Court approval, and absence of any pending action
before any court or administrative agency.

                        Access to Parcel 2

Mr. Douglas acknowledges and agrees that the Debtors require
access to and across Parcel 2B for purposes of entering onto the
adjacent parcel known as Parcel 2 and conveyed to Hanson
Industries, Inc. on December 31, 2003, and for operating,
removing or otherwise handling or disposing of certain property
that is currently located on Parcel 2.  Mr. Douglas will grant
the Debtors, from the Closing Date through December 31, 2004, a
license for ingress and egress on, over and across Parcel 2B.

                       $16,500 Break-up Fee

In the event of an auction, if Parcel 2B is sold to a party other
than Mr. Douglas, due to no fault of Mr. Douglas, the Debtors are
obligated to pay Mr. Douglas a $16,500 break-up fee.  The Break-
up Fee is equal to 3% of the Purchase Price.  The Break-up Fee
will be payable promptly upon the closing date of a sale to
another party, together with the prompt return of the Earnest
Money -- and all accrued interest -- to Mr. Douglas.

Accordingly, the Debtors ask the Court to approve the Sale
Agreement and, when warranted, the payment of the Break-up Fee.

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)  


KCS ENERGY: S&P Assigns Low-B Level Credit & Debt Ratings  
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to KCS Energy Inc. and its 'B-' rating to KCS's
proposed $150 million senior unsecured notes due 2012.

The outlook is stable. As of Dec. 31, 2003, the Houston, Texas-
based company had $142 million of debt outstanding.

The notes are being offered under Rule 144a with registration
rights. Proceeds from the note offering will be used to redeem the
company's existing $125 million subordinated notes due 2006, any
outstanding bank debt, and other general corporate purposes.
"The ratings on KCS reflect the company's small geographically
concentrated reserve base and high financial leverage," said
Standard & Poor's credit analyst Brian Janiak.

"These significant weaknesses are somewhat tempered by the
company's significant percentage of company-operated properties
(78%) that require modest future development and its moderate
reserve life of about 9.6 years, which provides the company some
operational flexibility," added Mr. Janiak.

The stable outlook reflects Standard & Poor's expectations that
capital expenditures to further expand the company's reserves and
production will be primarily funded through cash flow generation
and minimal bank borrowings. Any future acquisitions would be
financed through a balanced mix of equity and debt

Failure to adhere to moderate financial policies to expand its
reserves and production growth could warrant an outlook revision
and/or lower ratings.


KMART HOLDING: Profitable Since Reorganization, Says Report
-----------------------------------------------------------
March 18, 2004 / PR Newswire

Kmart Holding Corporation (Nasdaq: KMRT) reported net income of
$276 million for the fourth quarter of fiscal 2003. The company
also announced that it was profitable for the 39-week period ended
January 28, 2004.

                    Fiscal Fourth Quarter Results

For the 13 weeks ended January 28, 2004, Kmart Holding Corporation
(Kmart or the Successor Company) reported net income of $276
million, or $2.78 per diluted share. Kmart Corporation (the
Predecessor Company) reported a net loss of $1.1 billion for the
same period in the prior year.

Income before interest expense, reorganization items, income taxes
and discontinued operations for the 13 weeks ended January 28,
2004 was $503 million, which includes gains on real estate
transactions of $86 million. Same-store sales and total sales for
the period declined 13.5% and 25.8%, respectively.

Julian C. Day, President and Chief Executive Officer of Kmart,
said: "The men and women of the new Kmart are focused on managing
our business to restore profitability. By giving careful thought
to the processes of sourcing, logistics, pricing, inventory
management and in-store presentation, we have significantly
improved the profitability of our market basket. Our store
associates and store managers are committed to continuous
improvement of customer service. Likewise, our employees based at
headquarters are dedicated to supporting improvements in the store
experience. Offering our customers superior products supported
with value, convenience and service in a way that allows Kmart to
generate profitable sales, will support the continued investment
in our business to better serve customers in the future."

Day added, "Kmart's inventory investment has been prudently
managed throughout the year, ending the fiscal year at a level
below $3.3 billion, a reduction of over 25% relative to the prior
year on a comparable store basis. Our improved inventory
management, along with cash flow from operations and receipts from
sales of surplus real estate, has significantly strengthened our
cash position."

As of January 28, 2004, Kmart had approximately $2.1 billion in
cash and cash equivalents, which exceeded expectations, due to a
profitable month of January and incremental inventory reduction.
Additionally, the Company had borrowing availability of
approximately $1.1 billion on its $1.5 billion credit facility,
net of outstanding letters of credit. Kmart has not borrowed under
its credit facility other than for letters of credit.

                         39-Week Results

In accordance with generally accepted accounting principles, the
reported historical financial statements of the Predecessor
Company for periods prior to May 1, 2003 cannot be added to those
of Kmart. As such, this press release references the 39-week
Successor Company period, instead of a 52-week fiscal year.

For the 39 weeks ended January 28, 2004, Kmart reported net income
of $248 million, or $2.52 per diluted share. The Predecessor
Company reported a net loss of $1.8 billion for the 39 weeks ended
January 29, 2003.

Same-store sales and total sales decreased 9.5% and 23%,
respectively, for the 39 weeks ended January 28, 2004, compared to
the 39 weeks ended January 29, 2003. The decrease in same-store
sales is due primarily to several Company-wide promotional events
occurring in the prior year, along with a reduction in
advertising, including the frequency of mid-week circulars in the
current year. The decrease in total sales is attributable to the
decrease in same-store sales and the closure of 316 stores during
the first quarter of 2003.

Gross margin increased $140 million to $4 billion, for the 39
weeks ended January 28, 2004, from $3.8 billion for the comparable
period a year ago. Gross margin, as a percentage of sales,
increased to 23.4% for the 39 weeks ended January 28, 2004, from
17.4% for the comparable period a year ago. Impacting the gross
margin rate in the prior period are inventory markdowns of $498
million, primarily related to our fiscal 2003 store closings. The
markdowns were charged to Cost of sales, buying and occupancy in
the fourth quarter of fiscal 2002 when the decision to close the
stores was made. Also impacting gross margin is a decrease in
distribution costs, lower depreciation expense resulting from
impairment charges taken last year and the write-off of long-lived
assets in conjunction with the application of Fresh-Start
accounting, lower inventory shrinkage, supplier cost reductions
and an improved sales mix as a result of a decrease in promotional
activity, as referenced in the sales summary above. Gross margin
also benefited from the reclassification of co-op advertising
recoveries recorded in cost of sales, buying and occupancy in
2003. These improvements in the gross margin rate were partially
offset by greater clearance markdowns.

SG&A (Selling, General & Administrative expenses), which includes
advertising costs (net of co-op recoveries of $199 million in
2002) decreased $995 million for the 39 weeks ended January 28,
2004, to $3.6 billion, or 21.0% of sales, from $4.6 billion, or
20.6% of sales, for the 39 weeks ended January 29, 2003. The
decrease in SG&A is primarily due to the reduction of our store
base after closing 316 stores during the first quarter of 2003, as
well as a decrease in payroll and other related expenses from
corporate headquarters' cost reduction initiatives. In addition,
lower depreciation expense resulting from impairment charges taken
while operating in bankruptcy and the write-off of long-lived
assets in conjunction with Fresh-Start accounting combined with a
decrease in advertising expense contributed to the improvement in
SG&A expenses. Collectively, these reductions were partially
offset by the impact of the reclassification of co-op advertising
recoveries, as discussed above.

            Discussion of Non-GAAP Financial Information
     
                   Year-to-date Adjusted EBITDA


Year-to-date Adjusted EBITDA (Year-to-date earnings before
interest, taxes, depreciation, amortization, reorganization costs,
fresh start valuation charges, restructuring, impairment and other
charges and other bankruptcy- related items) is a non-GAAP
financial measure. Year-to-date Adjusted EBITDA is not the same as
EBITDA defined in Kmart's credit facility. Year-to-date Adjusted
EBITDA is a Company-defined metric used solely by Kmart's
management for the administration of the Company's incentive
compensation program for eligible employees. Year-to-date Adjusted
EBITDA is not a measure or indicator of the overall financial
condition or performance of Kmart and should not be used by
investors as a basis for formulating investment decisions as it
excludes a number of important cash and non-cash recurring items.
Management compensates for this limitation by using GAAP measures,
as well, in managing the business.

Year-to-date Adjusted EBITDA was $605 million as compared to the
previously disclosed annual incentive compensation target of $375
million. Disclosure of Year-to-date Adjusted EBITDA is being made
solely for purposes of communicating to employees year-to-date
performance results as compared to the performance goals outlined
in the Company's incentive compensation program.

                  About Kmart Holding Corporation

Kmart Holding Corporation (Nasdaq: KMRT) and its subsidiaries is a
mass merchandising company that offers customers quality products
through a portfolio of exclusive brands that include THALIA SODI,
JACLYN SMITH, JOE BOXER, KATHY IRELAND, MARTHA STEWART EVERYDAY,
ROUTE 66 and SESAME STREET. Kmart operates more than 1,500 stores
in 49 states and is one of the largest employers in the country
with approximately 158,000 associates. For more information visit
the Company's website at http://www.kmart.com/


KMART: Featured in Schaeffer's Street Chatter
---------------------------------------------
"Street Chatter" from Schaeffer's Investment Research focuses on
Kmart (Nasdaq:KMRT).

"Street Chatter" is a report that analyzes newsworthy stocks that
are generating a lot of attention on Internet message boards.
"Street Chatter" is published on

               http://www.SchaeffersResearch.com/

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

               http://www.schaeffersresearch.com/addinfo

                         Street Chatter

Discount retailer Kmart (Nasdaq:KMRT) said this morning that
fourth-quarter income totaled $2.78 per share, a welcome change
from the $1.61-per-share loss suffered last year when the firm was
in bankruptcy. Additionally, KMRT officials said that as of
January 28, the company had $2.1 billion in cash reserves, which
exceeded expectations. Total fourth-quarter sales numbers were a
dark cloud over the earnings report, as they dropped 26 percent in
the reporting period, thanks in large part to a decrease in in-
store promotions this year. Finally, in other news, the company
said it can't yet offer a prediction of future sales of its Martha
Stewart Living Omnimedia household products.

KMRT shares gapped higher on heavy volume, reaching a new all-time
peak since trading began on the equity last April. On the
sentiment front, Schaeffer's put/call open interest ratio (SOIR)
for KMRT currently stands at 0.68, meaning there are just 68 open
put positions among near-term options for every 100 open call
positions. After tomorrow's clearing out of front-month (March
series) options, however, this indicator could spike higher.
According to research from our quantitative analysis department,
the combined SOIR reading for the back two-months' worth of
options (April and June) weighs in at 1.50, with puts clearly
outweighing calls by a margin of three-to-two among these two
series.

Additional pessimism on the equity is evidenced by the 9.8 million
KMRT shares sold short. This represents 26 percent of the public
float, which is the amount of open shares available for trading.
What's more, this equals a short-interest ratio of 16.5 times the
stock's average daily volume. If these bearish players begin to
repurchase their shorted shares in an attempt to stave off
additional losses, it could take more than 16 trading days to
fully cover these positions. This activity could provide
additional strength for the underlying equity.

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

          http://www.schaeffersresearch.com/wire?ID=9704

               About Schaeffer's Investment Research

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


LUIGINO'S INC.: S&P Rates Proposed Sr. Sec. Bank Facility at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
frozen entr‚e manufacturer Luigino's Inc.'s proposed $205 million
senior secured bank facility. The credit facility, which has been
assigned a recovery rating of '3', consists of a $30 million
revolving credit facility and a $175 million senior secured term
loan.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Luigino's.

The outlook is stable.

Duluth, Minnesota-based Luigino's Inc. will have about $232
million of total debt outstanding at closing.
     
Proceeds from the offering will be used for a recapitalization, in
which the company will repay about $27.5 million of existing term
bank debt and $100 million of subordinated notes. The proceeds
will also be used to fund normal ongoing working capital
requirements. The rating on the credit facility is based on
preliminary offering statements and is subject to review upon
final documentation.

"The ratings on Luigino's continue to reflect its moderately high
debt levels, narrow product portfolio, and the highly competitive
frozen entr‚e category in which the company competes," said
Standard & Poor's credit analyst Ronald Neysmith. "These
challenges are mitigated by the company's well-established
position in the category in North America as well as the
company's appropriate liquidity."
  
Luigino's products are sold under the Michelina's and Budget
Gourmet brand names. The company is a leader in the value segment
of the frozen-entr‚e category, selling non-diet entr‚es priced
below $2.00, and has a market share of about 54% by volume.
Although the company's competitive position is somewhat defendable
given its brand positioning, it competes with several larger,
financially stronger companies whose initiatives could hurt its
pricing flexibility. Management expects to continue building the
business by increasing brand awareness, increasing product
penetration, and introducing new products. These initiatives are
expected to require increased spending for items such as slotting
fees and advertising, areas in which Luigino's has not spent much
in the past.

Although Standard & Poor's believes that such investments should
benefit Luigino's sales in the future, the magnitude of the
benefit remains uncertain.

  
MARINER: Discloses Risks Relating to Substantial Indebtedness
-------------------------------------------------------------
In a regulatory filing dated March 15, 2004, with the Securities
and Exchange Commission, Mariner Healthcare, Inc. discloses that
the Company's substantial level of indebtedness could adversely
affect their financial condition.

Mariner has a substantial amount of debt requiring significant
interest payments.  On December 31, 2003, the Company has a total
debt of $389.6 million, of which $135.0 million consisted of
borrowings under a Senior Credit Facility with a syndicate of
lenders.  Mariner also has $90.0 million in available borrowings
under the Revolving Credit Facility component of the Senior
Credit Facility although $34.6 million of borrowing capacity
under the Revolving Credit Facility was utilized for letters of
credit outstanding as of December 31, 2003.  Mariner also has
outstanding senior subordinated debt consisting of $175 million
aggregate principal amount 8-1/4% Senior Subordinated Notes due
December 15, 2013.  Stockholders' equity is at $256.2 million on
December 31, 2003.  

The indenture governing the Notes and the Senior Credit Facility
contain financial and other restrictive covenants limiting the
Company's ability to engage in activities that may be in their
long-term best interests.  Mariner's failure to comply with those
covenants could result in an event of default which, if not cured
or waived, could result in the acceleration of some or all of the
debts.

Mariner may also be able to incur substantial additional
indebtedness in the future.  The terms of its indenture governing
the Notes and the credit agreement governing the Senior Credit
Facility do not completely prohibit the Company or its
subsidiaries from incurring additional indebtedness.

Mariner is permitted to incur additional indebtedness of up to
$65.0 million under the Senior Credit Facility, or by the
issuance of additional notes under the indenture governing the
Notes or through a mortgage loan transaction with one or more
other lenders to optionally refinance the $59.7 million mortgage
loan from Omega Healthcare Investors, Inc.  Mariner relates that
any refinancing of the Omega Loan might cause Professional Health
Care Management, Inc., a wholly owned subsidiary, and its
subsidiaries to become guarantor subsidiaries under the Senior
Credit Facility.  If additional borrowings under the Senior
Credit Facility were used to refinance the Omega Loan pursuant to
this arrangement, they would rank senior to the Notes and the
subsidiary guarantees of the Notes.

To service its indebtedness, Mariner will require a significant
amount of cash, the availability of which depends on many factors
beyond its control.  Mariner's ability to make payments on and to
refinance its indebtedness, including the Senior Credit Facility
and the Notes, and to fund planned capital expenditures, will
depend on its ability to generate cash in the future.  This, to a
certain extent, is subject to general economic, financial,
competitive, legislative, regulatory and other factors that are
beyond its control.

Mariner cannot assure that its business will generate sufficient
cash flow from operations, that anticipated revenue growth and
improvement of operating efficiencies will be realized or that
future borrowings will be available under the Senior Credit
Facility in an amount sufficient to enable the Company to service
its indebtedness or to fund other liquidity needs.  Mariner may
need to refinance all or a portion of its indebtedness on or
before maturity, sell assets, curtail discretionary capital
expenditures or file for bankruptcy.

In connection with the incurrence of indebtedness under the
Senior Credit Facility, Mariner relates that the lenders under
the facility received a pledge of all of the capital stock of the
existing domestic subsidiaries and any future domestic
subsidiaries.  Additionally, the lenders generally will have a
lien on substantially all of the domestic assets, including
existing and future accounts receivable, cash, general
intangibles, investment property, equipment and real property.  
As a result of the pledges and liens, if Mariner fails to meet
the payment or other obligations under the Senior Credit
Facility, the lenders under the Senior Credit Facility would be
entitled to foreclose on substantially all of the assets and
liquidate them.

Mariner points out that the indenture for the Notes and the
Senior Credit Facility, among other things, impose significant
operating and financial restrictions.  The restrictions, among
other things, limit the Company's ability to:

     (i) incur or guarantee additional indebtedness;
  
    (ii) issue preferred stock;
  
   (iii) pay dividends or make other distributions to its
         shareholders;
  
    (iv) repurchase or redeem its stock;
  
     (v) make other restricted payments and investments;
  
    (vi) create liens;
  
   (vii) incur restrictions on Mariner's or its subsidiaries'
         ability to pay dividends or other payments;
  
  (viii) sell or otherwise dispose of certain assets;
  
    (ix) consolidate, merge or sell assets;
  
     (x) enter into sale leaseback transactions;
  
    (xi) prepay, redeem or repurchase subordinated debt;
  
   (xii) enter into transactions with affiliates; and

  (xiii) engage in certain business activities.

In addition, the Senior Credit Facility requires Mariner to
maintain specified financial ratios and satisfy other financial
tests.  The Company cannot assure that the covenants will not
adversely affect its ability to finance the future operations or
capital needs or to pursue available business opportunities.  The
covenants may also limit Mariner's ability to plan for or react
to market conditions, meet capital needs and may otherwise
restrict its activities and business plans. (Mariner Bankruptcy
News, Issue No. 56; Bankruptcy Creditors' Service, Inc., 215/945-
7000)  


MEDCOMSOFT: Completes Private Placement Equity Financing
--------------------------------------------------------
MedcomSoft Inc. (TSX - MSF) closed the second and final tranche of
its private placement equity financing originally announced on
February 19, 2004. This closing consists of the issue of an
additional 458,321 units for gross proceeds of approximately
$252,000 in cash. Including the equity private placement closed
on February 19, 2004, the total units issued were 2,633,813 for
gross proceeds of approximately $1,449,000. Each unit was issued
at $0.55 per unit and consisted of one common share and one-third
of one common share purchase warrant. Each whole warrant is
exercisable at $0.65 per share for a period of two years from the
respective closing dates. All of the securities issued in
connection with these private placements have a four-month hold
period from the respective closing dates.

MedcomSoft Inc. designs, develops and markets cutting-edge
software solutions to the healthcare industry. MedcomSoft has
pioneered the use of codified point of care medical terminologies
and intelligent pen-based data capture systems to create a new
generation of electronic medical records (EMR). As a result of
MedcomSoft innovations, physicians and managed care organizations
can now securely build and exchange complete, structured and
homogeneous electronic patient records. MedcomSoft applications
are written with the latest Microsoft tools to run on the Windows
platform (Windows 2000 & XP), operate with MS SQL Server 2000(TM),
support MS Terminal Server and fully integrate with MS Office
2003, Exchange and Outlook(R). MedcomSoft applications are fully
compatible with Tablet PCs and wireless technology.

The company's Dec. 31, 2003, balance sheet discloses a net capital
deficit of about $1.7 million.


MEDMIRA: Raises Additional $350,000 Through Debenture Financing
---------------------------------------------------------------
MedMira Inc. (TSX Venture: MIR) closed an additional $350,000
from 7 private investors, of the debenture financing announced
on February 17, 2004. This brings the total amount raised to
date to $850,000.

The debentures feature a 15% interest rate with a royalty on sales
bringing the total return to 25%. The debentures have a 1-year
term and are convertible into common shares of MedMira at $0.85
per share.   Stephen Sham, MedMira chairman and CEO, said, "We're
quite happy to close this second round of our financing, as it
shows good network of investor support for the company. We fully
expect that we will complete the debenture financing by the end of
March, as originally planned."

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.


METROMEDIA: Russian Unit Buys 80% Stake in Pskov Telephone Network
------------------------------------------------------------------
Metromedia International Group, Inc. (currently traded as:
OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the
owner of interests in various communications and media businesses
in Russia, Eastern Europe and the Republic of Georgia, announced
that its Russian telephony subsidiary, PeterStar, has entered into
transactions permitting it to acquire 80% of the outstanding
shares of Pskov City Telephone Network ("PGTS"), an incumbent
local exchange carrier in North-West Russia. PGTS, established in
1901, is one of Russia's oldest telecommunications operators and
is a Russian public company. Peterstar, which is a 71% subsidiary
of the Company, is the leading competitive local exchange carrier
in St. Petersburg, Russia. The Pskov district is located in the
North-West Region of Russia and borders the Baltic States and
Belarus.

PeterStar has entered into several share purchase agreements which
in the aggregate will allow it to acquire 80% of the shares of
PGTS and 90% of the shares of Pskovinterkom, a smaller local
exchange carrier in Pskov and a sister company of PGTS. The share
purchase agreements for PGTS and Pskovinterkom shares are subject
to additional due diligence by PeterStar and Russian regulatory
approvals. PeterStar is currently anticipating that the share
purchase transactions will be completed in the next two months. As
part of the transaction, PeterStar has extended to PGTS a secured
loan of $2.58 million. The full consideration for this transaction
will be financed directly by PeterStar.

PGTS services approximately 56,500 active telephone lines and
controls over 80% of local numbering capacity in the city of Pskov
(population 206,000). PGTS' network exceeds 1,200 km and in 2003,
PGTS revenues were over $3.5 million.

In making this announcement, Victor Koresh, General Director of
PeterStar and MIG's Vice President of Russian Operations,
commented: "This acquisition reflects our commitment to expand
operations throughout Russia's North-West region. With the
acquisition of a controlling stake in PGTS, PeterStar makes
another important step towards its goal of being one of Russia's
leading communications service providers. In 2002, PeterStar
opened a node and point of presence in Moscow. Since then
PeterStar has established a presence in other international
locations, including London and New York."

Mr. Koresh further commented: "The acquisition of PGTS will enable
us to provide expanded services to our key corporate customers
many of whom are operating outside St Petersburg. Acquiring PGTS
also provides PeterStar with an already established modern network
and highly professional staff. This move significantly strengthens
our competitive positioning in markets that now stretch well
beyond our original core St Petersburg market."

Mark Hauf, Chairman and Chief Executive Officer of the Company,
commented further: "The steady expansion of PeterStar, our core
telephony business in Russia, has been a key priority of our
overall corporate development program. Victor Koresch and the
PeterStar team are doing an excellent job of positioning PeterStar
as a significant regional and international operator. This
impending acquisition of PGTS is just the most recent step in this
continuing expansion of PeterStar's market reach. The transaction
also reflects our principal corporate strategy of focused
investment in development of the Company's core communications
businesses in Russia and Georgia."

          About Metromedia International Group

Through its wholly owned subsidiaries, the Company owns
communications and media businesses in Russia, Eastern Europe and
the Republic of Georgia. These include mobile and fixed line
telephony businesses, wireless and wired cable television networks
and radio broadcast stations. The Company has focused its
principal attentions on continued development of its core
telephony businesses in Russia and the Republic of Georgia, while
undertaking a program of gradual divestiture of its non-core media
businesses. The Company's remaining non-core media businesses
consist of three cable television networks, including operations
in Russia, Belarus and Lithuania. The Company also presently owns
interests in nineteen radio businesses operating in Finland,
Hungary, Bulgaria, Estonia, Latvia and the Czech Republic. The
Company's core telephony businesses include PeterStar, the leading
competitive local exchange carrier in St. Petersburg, Russia, and
Magticom, the leading mobile telephony operator in the Republic of
Georgia.

                    Corporate Liquidity

As of September 30, 2003 and January 30, 2004, Metromedia
International Group had $24.1 million and $23.3 million,
respectively, of unrestricted cash at its headquarters level. The
$24.1 million of cash at September 30, 2003 reflects cash held at
headquarters subsequent to the Company's $8.0 million semi-annual
interest payment, which was due on September 30, 2003, on its
Senior Discount Notes, with a current outstanding principal
balance (fully accreted) of $152 million.

The Company projects that its current corporate cash reserves,
anticipated cash proceeds of non-core business sales and
anticipated continuing dividends from core business operations
will be sufficient for the Company to meet its future operating
and debt service obligations on a timely basis.

If the Company does not realize the cash proceeds it currently
anticipates on the future sale of its non-core businesses and does
not receive the amount of dividends from the core business
operations that it currently anticipates, the Company does not
believe that it will be able to fund its planned operating,
investing and financing cash flows through September 30, 2004, the
due date of an $8 million semi-annual interest payment on the
Company's Senior Discount Notes. However, even assuming no
proceeds from further sale of non-core businesses and no further
dividends from core business operations, the Company projects that
its cash flow and existing capital resources will permit it to pay
the $8 million semi-annual interest payment due on March 30, 2004
on its Senior Discount Notes.

If the Company is not able to satisfactorily manage these
liquidity issues, the Company may have to resort to certain other
measures, including ultimately seeking the protection afforded
under the U.S. Bankruptcy Code. The Company cannot provide any
assurance at this time that it will be successful in avoiding such
measures. Additionally, the Company currently has a stockholders
deficit and has historically suffered recurring net operating cash
deficiencies.


METROPOLITAN MORTGAGE: Fitch Affirms & Downgrades 3 Debt Issues
---------------------------------------------------------------
Fitch Ratings has taken rating actions on the following
Metropolitan Mortgage issues:

Series 1998-B

        --Classes A5, X affirmed at 'AAA';
        --Class M1 affirmed at 'AA';
        --Class M2 affirmed at 'A';
        --Class B1 downgraded to 'B' from 'BB-';
        --Class B2 downgraded to 'C' from 'CC'.

Series 1999-A

        --Classes A4, A5, X affirmed at 'AAA';
        --Class M1 affirmed at 'AA';
        --Class M2 affirmed at 'A';
        --Class B1 downgraded to 'B' from 'BB';
        --Class B2 remains at 'C'.

Series 2000-B

        --Classes A1A, A1F affirmed at 'AAA';
        --Class M-1 affirmed at 'AA';
        --Class M-2 affirmed at 'A';
        --Class B-1 downgraded to 'BB' from 'BBB' and removed from
            Rating Watch Negative.

The negative rating actions taken reflect the poor performance of
the underlying collateral in the transaction. The level of losses
incurred has increased significantly and has resulted in the
depletion of overcollateralization.

As of the February 2004 distribution, series 2000-B has an OC
amount of $2,191,329.4 remaining, compared to $3,015,796.99 in the
November 2003 distribution when this deal was first placed on
Rating Watch Negative. Series 1998-B has had no OC since the
November 2003 distribution, and class B2 has taken further write-
downs, with an ending balance of $1,418,744.09 as of the February
2004 distribution. The 12-month average monthly loss for this deal
is approximately $118,000. Series 1999-A has had no OC since the
November 2003 distribution, and class B2 has taken further write-
downs, with an ending balance of $974,245.14 as of the February
2004 distribution. The 12-month average monthly loss for this deal
is approximately $98,000.

These deals are structured such that there is the ability in
future periods for the bonds that were written down due to losses
to be written back up.


MIRANT CORP: Court Clears Compromise Agreement with Insurers
------------------------------------------------------------
Prior to the Petition Date, the Mirant Corp. Debtors engaged in
the construction of an electrical power generating facility at 425
Fairview Road in Zeeland, Michigan.  Understanding the risks
associated with the construction of the Zeeland Plant, the
Debtors procured insurance to protect them against what is known
as "builder's risk" or rather the risk that certain materials or
equipment will be damaged during construction.  Accordingly, on
July 1, 2000, the Insurers -- Cox Power Services, Xchanging
Claims Services Limited, on behalf of Certain Underwriting
Members of Lloyds and XL Europe Insurance -- issued to the
Debtors an insurance policy to cover any losses associated with
the construction of the Zeeland Plant.

Ian Peck, Esq., at Haynes and Boone LLP, in Dallas, Texas,
related that as part of the construction process, Mirant Zeeland
LLC contracted with General Electric for the installation of an
EX2000 exciter cabinet.  On May 21, 2002, an electrical fault in
the Cabinet caused a fire, which rendered the Cabinet completely
unusable.  Although the exact cause of the fire was never
determined, GE agreed to replace the Cabinet at a discounted
price of $733,333 -- the Loss Amount.

Upon notification of the damage to the Cabinet and the Loss
Amount, the Insurers agreed to compensate the Debtors for the
Loss Amount less the $250,000 deductible set forth in the Policy,
thereby reimbursing the Debtors $483,333 in exchange for a waiver
of any additional claims relating to the damage to the Cabinet.

To effectuate the agreement between the Debtors and the Insurers,
on January 23, 2004, the Debtors and the Insurers entered into a
Settlement Agreement.  The salient terms of the Settlement
Agreement are:

   (a) The Insurers will promptly pay to Mirant Zeeland $483,333
       as full payment of its obligations relating to Loss under
       the Policy.  The application of the Deductible to the
       Loss Amount will satisfy any and all claims by the
       Insurers against the Debtors for any damages and costs
       arising from the Loss;

   (b) The Insurers will release the Debtors from any and all
       claims, demands, actions or causes of action, which the
       Insurers had, or may now, or may in the future have,
       own, or hold for relief, compensation, damages, losses
       or remedy of any kind or character, relating to or
       arising from the Loss; and

   (c) The Debtors will release the Insurers from any and all
       claims, demands, actions or causes of action which the
       Debtors had, or may now, or may in the future have, own,
       or hold for relief, compensation, damages, losses or
       remedy of any kind or character, relating to or arising
       from the Loss.

Accordingly, pursuant to Rule 9019(a) of the Federal Rules of
Bankruptcy Procedure, the Debtors sought and obtained Court
approval for their Settlement Agreement with the Insurers.

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)


MIRANT: CDC Globeleq Sells Back Stake in Philippines Power Station
------------------------------------------------------------------
CDC Globeleq, the emerging markets power company, had completed
the sale of its 2.94 per cent minority investment in Sual, a 1,200
megawatt coal-fired power generation plant in the Philippines. The
shares were sold back to the majority owner and operator of the
plant, Mirant Philippines Corporation, a wholly owned subsidiary
of Mirant Corporation (MIRKQ). Net proceeds from the transaction
were approximately US$21 million.

"Divesting this minority investment is consistent with our
strategy and business plan," said Robert C. Hart, President and
CEO of CDC Globeleq. "As an operating power company we seek
majority ownership or operational control of the power assets in
which we invest. Sual was a successful financial investment, but
did not fit our strategy. We were very pleased with our
partnership with Mirant's Philippine operations on this project."

CDC Group plc, the sole shareholder of CDC Globeleq, invested in
the Sual power project in 1997. A loan from CDC Group to the Sual
project company remains unaffected by this transaction.

In June 2003, CDC Group divested its minority stake in Mirant's
Pagbilao generating plant.

CDC Globeleq is the fastest growing power company in the emerging
markets. In 2002 and 2003 the company acquired controlling
ownership of more than 1,800 megawatts of generation capacity,
reaching a total of over 2,300 megawatts in 22 projects in 17
countries. CDC Globeleq is actively pursuing additional
acquisitions in Africa, the Americas and Asia.

Mirant Philippines Corporation, a wholly owned subsidiary of
Atlanta-based Mirant Corporation, owns more than 2,000 megawatts
of installed generating capacity throughout the Philippines. It
also owns a stake in the natural gas- fired 1,200-megawatt Ilijan
generating plant located in the Quezon region of the Philippines.

Mirant's operations in the Philippines and the Caribbean were
excluded from Chapter 11 filings of Mirant Corporation and most of
its subsidiaries.


MLEA INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: MLEA Inc.
        aka Main Line Engineering Associates
        aka Engineered Gas Systems, LLP
        211 Welsh Pool Road, Suite 120
        Exton, Pennsylvania 19341

Bankruptcy Case No.: 04-13574

Type of Business: The Debtor is a multidisciplinary firm
                  engineering that provides, designs and CAD/CAE
                  services for utilities and commercial industry.
                  See http://www.mlea.com/

Chapter 11 Petition Date: March 12, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Diane W. Sigmund

Debtor's Counsel: Robert M. Bovarnick, Esq.
                  Two Penn Center Plaza
                  1500 JFK Boulevard, Suite 1310
                  Philadelphia, PA 19102
                  Tel: 215-568-4480

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


NATIONAL CENTURY: Selling Lincoln Center to Promise Hospital
------------------------------------------------------------
The National Century Debtors want to sell Lincoln Hospital Medical
Center located in Los Angeles, California to Promise Hospital of
East Los Angeles, LP, free and clear of all liens, claims,
encumbrances and other interests other than the liens that would
be expressly satisfied or assumed by Promise Hospital under the
terms of an agreement for the sale of the Hospital Property.  

Charles M. Oellermann, Esq., at Jones Day Reavis & Pogue, in
Columbus, Ohio, relates that Debtor Memorial Drive Office
Complex, LLC is the owner of the Hospital Property.  On March 22,
2000, MDOC, as landlord, and Millennium Health Group, Inc., as
tenant, entered into a lease with respect to both the Hospital
Property and another property in Los Angeles, California that is
being used to operate a medical clinic.  Since then, Millennium
subleased the Hospital Property to Lincoln Hospital Medical
Center, Inc.  However, since October 2002, Millennium failed to
pay any of the rent under the Lease.  Subsequently, Millennium
and MDOC agreed to terminate the Lease on the earlier of the sale
of the Hospital Property, or April 30, 2004.

Since the Petition Date, given Lincoln's poor financial
performance and the multiple liens on the property, the Debtors
pursued the difficult task of seeking to obtain some value for
these estates from the sale of the Hospital Property.  After an
extensive, seven-month marketing process, the only party that
submitted a formal offer on the Hospital Property was Promise
Hospital.  The Debtors intend to sell the Hospital Property to
Promise Hospital on these terms and conditions:

A. Assets Sold

   * The real property associated with the Hospital Property,
     including buildings, fixtures and other improvements

   * All privileges, rights, and easements appurtenant to the
     Real Property

   * All water rights

   * Certain mineral rights

   * Rights to ingress and egress

   * All other rights to use or develop the Hospital Property

B. Purchase Price

   The consideration for the Property will be an amount equal
   to:

      (a) an amount necessary to satisfy delinquent real property
          taxes and assessments due as of the close of escrow --
          approximately $33,686 as of October 31, 2003;

      (b) the amount acknowledged by UNB in writing to cure and
          reinstate the indebtedness secured by the UNB Deed of
          Trust, approximately $104,635 as of January 31, 2004,
          which amount will be payable to UNB, and the assumption
          of that indebtedness -- $800,000; and

      (c) the sum of $100,000 payable to NCFE.

C. Deposit by Promise Hospital

   Promise Hospital will deposit $25,000 into escrow.  No later
   than one day before the closing date, Promise Hospital will
   deposit into escrow the remainder of the amounts payable at
   closing plus certain expenses required by the escrow holder.

D. Deposit by MDOC

   On or before the closing date, MDOC will deposit into escrow
   the quitclaim deed, a non-foreign status affidavit and all
   other documents required by the escrow holder.

E. Closing

   The closing of the purchase and sale of the Hospital Property   
   will take place within three business days after the date of
   satisfaction or waiver of the express conditions contained
   within the Purchase Agreement, including the Court's order
   authorizing the sale of the Hospital Property to Promise
   Hospital becoming final and non-appealable.  

F. Costs of Closing

   As of the Closing Date, Promise Hospital will bear all title,
   escrow and other closing costs as:

   (a) all costs and expenses of preparing, acknowledging and
       recording the Quitclaim Deed;

   (b) all of the premium for the Title Policy and escrow fees;

   (c) all costs and fees incurred in connection with the ALTA
       survey, if any;

   (d) all documentary and transfer taxes due, if any, on the
       transfer of the Hospital Property; and

   (e) all real property taxes and assessments assessed against
       the Hospital Property.

G. Liquidated Damages and Waiver

   In the event of a default by Promise Hospital, MDOC may retain
   the $25,000 deposit as liquidated damages.

Mr. Oellermann admits that Promise Hospital's offer will result
in only a limited recovery on NCFE's lien against the Hospital
Property and in no proceeds to MDOC's estate.  However, in light
of the ongoing losses of Lincoln, the physical decay of the
Hospital Property and other issues regarding the property, the
Debtors concluded that the sale of the Hospital Property to
Promise Hospital is the best available alternative for this
asset.  

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)


NATIONSRENT: Creditor Trustee Wants 2 Duplicate Claims Disallowed
-----------------------------------------------------------------
Perry Mandarino, as the Creditor Trustee for NationsRent Inc.
Debtors' Chapter 11 cases, asks Judge Walsh to disallow and
expunge these two Duplicate Claims filed in the Debtors' cases:

                           Remaining   Duplicate
   Claimant                  Claim       Claims         Amount
   --------                ---------   ---------        ------
   Cypress/NR I, LP          2025         2026        $595,469

   Rich, Francis P Sr. &
   Catherine L               2941         2942    unliquidated

                  Deficient Documentation Claims

The Creditor Trustee also discovered 17 claims that failed to
attach sufficient material supporting documents.  Among them are:

   Claimant                           Claim No.           Amount
   --------                           ---------          -------
   Castrol Heavy Duty Lubricant, Inc.    2974           $174,766
   Dugat, Greg                           2751            262,500
   Holt Machinery Company                2572          1,203,050
   Holt Machinery Company of NY, Inc.    2573          2,346,065
   Insight Capital Investments           2927             91,864
   Mortellaro, William and Deborah       2700            216,000
   Ramos, Ruben                           532            262,500
   Raterman, Charles J.                   403            329,712
   Renzulli, Lance                        158            128,220
   Yager, Robert M.                      3077            136,688

According to Ashley B. Stitzer, Esq., at The Bayard Firm, in
Wilmington, Delaware, the Deficient Documentation Claimants
failed to carry their initial burden of establishing a prima
facie case with respect to the Deficient Documentation Claims.  
Thus, the Creditor Trustee asks the Court to disallow and
expunge the Deficient Documentation Claims in their entirety.

                   Overstated Liability Claims

The Creditor Trustee identified 14 claims as Overstated Liability
Claims:

   Claimant                            Claim No.          Amount
   --------                           -----------        -------
   2700 Properties, Inc.                  2719            $9,232
   Cypress/NR I, LP                       2025           595,469
   Cypress/NR I, LP                       2026         3,757,152
   Garzarelli Investments Co., LLC        2479         1,796,147
   GSR Enterprises, Inc.                  1761            12,264
   J.R. Holding, Inc.                     2536           266,000
   Mortellaro, William and Deborah        2700           216,000
   Pennington, Randy                      2165           534,000
   Rich, Francis P Sr. & Catherine        2941      unliquidated
   Rich, Francis P Sr. & Catherine        2942      unliquidated
   Samco Enterprise, LLC                  3049             2,823
   Westervelt, Ronald/Russel, Ramona       811           107,938
   Yager, Robert M.                       3077           136,688
   Ziegler, James L. & R. Nancy           3048             9,120

Some of the Overstated Liability Claims, Ms. Stitzer relates, are
claims of parties to unexpired non-residential real property
leases or executory contracts, which the Debtors assumed.  By
virtue of the assumption or assignment of the agreements pursuant
to the Plan, these claims have been or should have been paid.  
The Overstated Liability Claims also include claims for damages
in connection with the rejection of real property leases or
executory contracts.  These claims are generally overstated
because they do not comply with state law requirements to
mitigate or do not comply with the statutory caps on damages
pursuant to Section 502 of the Bankruptcy Code.

Accordingly, the Creditor Trustee asks Judge Walsh to reduce or
disallow and expunge the Overstated Liability Claims in their
entirety. (NationsRent Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


NATIONAL WASTE: Seeks Nod to Pay Vendors' Prepetition Claims
------------------------------------------------------------
National Waste Services of Virginia, Inc., asks approval from the
U.S. Bankruptcy Court for the District of Delaware to pay the
prepetition services of its critical vendors to preserve
prepetition business relationships with them.

The Debtor estimates that the maximum aggregate value of Critical
Vendor Claims that it seeks to pay will not exceed $100,000.

The Critical Vendor provide materials, goods and services, with
whom the Debtor continues to do business and whose materials,
goods and services are essential to its operations.  The Debtor
points out that paying the Critical Vendors is necessary to
continue operations, preserve the enterprise value and
successfully reorganize or consummate a sale of the business in a
manner that will maximize value for the estate, creditors and
other stakeholders.

The materials, goods and services to be provided by the Critical
Vendors are utilized in all segments of the Debtor's operations.
The Debtor believes that absent payment of the Critical Vendor
Claims in the ordinary course of business, such Critical Vendors
may cease doing business with the Debtor. Accordingly, the Debtor
submits that unless it is authorized to pay the Critical Vendor
Claims, the business operations may be severely damaged and its
prospects for successfully reorganizing or accomplishing a sale as
a going concern of its business maybe severely diminished.

Generally, the Debtor's Critical Vendors are:

   (a) the sole source of supply for certain materials, goods
       and/or services;

   (b) the sole vendor able to supply the Debtor with adequate
       amounts or quantities of certain materials or goods;
       and/or

   (c) possess unique knowledge of the Debtor's business
       operations or equipment.

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.


NORTEL NETWORKS: Featured in Schaeffer's Street Chatter
-------------------------------------------------------
"Street Chatter" from Schaeffer's Investment Research focuses on
Nortel Networks (NYSE:NT).

"Street Chatter" is a report that analyzes newsworthy stocks that
are generating a lot of attention on Internet message boards.
"Street Chatter" is published on

               http://www.SchaeffersResearch.com/

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

                         Street Chatter

Nortel Networks (NYSE:NT) was in the news as a class-action
lawsuit was filed against the telecommunications firm due to its
recent warning of an earnings restatement. Named in the suit are
all investors who purchased NT shares between January 7 and March
15 of this year. Just recently, the company suffered more bad
news, as Wachovia lowered its opinion of the stock to a "market
perform" from an "outperform."

After stair-stepping higher throughout most of 2003, fundamental
challenges over the past two weeks have sent NT sharply lower. The
stock has now endured a weekly close beneath its 20-week moving
average, the first such close in over a year.

Short sellers missed out on a bearish opportunity with NT. Last
reporting period, the number of shorted NT shares dropped 21
percent to 53.8 million, the lowest level since mid-2001. The
resultant short-interest ratio is less than one times the equity's
average daily trading volume. On another sentiment front, Wall
Street is currently mixed on the equity. Of the 27 analysts
currently rating the security, 14 have named it a "buy" or better,
with 12 "hold" ratings and one outright "sell."

Click the following link to see the Weekly Chart of NT Since March
2003 With 10-Week and 20-Week Moving Averages:

            http://www.schaeffersresearch.com/wire?ID=9704  

               About Schaeffer's Investment Research

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

          http://www.SchaeffersResearch.com/method

                    About Nortel Networks

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.


NET PERCEPTIONS: Obsidian Enterprises Increases Stock Offer
-----------------------------------------------------------
Obsidian Enterprises, Inc. (OTC Bulletin Board: OBDE), a holding
company headquartered in Indianapolis, said it will increase its
offer to provide shareholders of Net Perceptions, Inc. (Nasdaq:
NETP) the opportunity to receive twenty-five cents ($0.25) per
share in cash and three one-hundredths (3/100) share of Obsidian
common stock for each share of Net Perceptions common stock. The
new offer represents an increase in the cash consideration of five
cents ($0.05) per share over the existing offer.

Commenting on these developments, Timothy S. Durham, CEO of
Obsidian stated "We believe Net Perceptions' Board of Directors
and management are out of touch with their shareholder base as
reflected by Net Perceptions' inability to get a quorum at its
recently scheduled special meeting more than 150 days after
announcing its intentions to pursue a Plan of Liquidation. Net
Perceptions' directors and management have obviously not offered a
compelling alternative and continue to refuse to let the owners of
Net Perceptions make the ultimate decision of ownership -- the
decision to sell."

Obsidian also announced that it has extended its exchange offer
until 5:00 p.m., New York City time, on Wednesday, April 7, 2004.
In connection with the extension, Obsidian announced that one
condition to the exchange offer, that Net Perceptions not take
further action in connection with its proposed plan of
liquidation, has been waived, but only to the extent of actions
taken to date. Other terms and conditions of the exchange offer
remain unchanged.

Obsidian commenced its offer on December 15, 2004. Obsidian
currently does not own any of the outstanding shares of Net
Perceptions. The offer was scheduled to expire at 5:00 p.m., New
York City time, on March 17, 2004. As of the close of business on
March 17, 2004, based on information received from the exchange
agent, approximately 1,135,149 Net Perceptions shares had been
deposited.

The offer is subject to certain conditions, including that:

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

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

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

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

Obsidian filed a Registration Statement on Form S-4 and a Tender
Offer Statement related to the current offer with the Securities
and Exchange Commission on December 15, 2003 and filed amendments
to each on December 17, 2003 and March 11, 2004. Obsidian intends
to promptly file with the SEC amendments to these documents
embodying these terms and incorporating Obsidian's financial
information for the quarter ended January 31, 2004, included in
its Quarterly Report on Form 10-Q.

The Exchange Agent for the exchange offer is StockTrans, Inc., 44
West Lancaster Avenue, Ardmore, Pennsylvania 19003. The
Information Agent for the exchange offer is Innisfree M&A
Incorporated, 501 Madison Avenue, 20th Floor, New York, New York
10022. You may contact Innisfree M&A, toll-free, at (888) 750-5834
if you have additional questions about the proposed transaction.

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


OREGON ARENA: U.S. Trustee Fails to Form Creditors Committee
------------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 18
reports that she was unable to appoint a committee of unsecured
creditors in Oregon Arena Corporation's chapter 11 case.

Ms. Lashinsky tells the U.S. Bankruptcy Court that despite her
efforts to form a committee, eligible creditors have not expressed
willingness to serve on one.

Headquartered in Portland, Oregon, Oregon Arena Corporation, owns
Portland's Rose Garden, one of the city's entertainment arenas and
home of the NBA's Portland Trail Blazers. The company filed for
chapter 11 protection on February 27, 2004 (Bankr. D. Oreg. Case
No. 04-31605).  Paul B. George, Esq., at Foster Pepper Tooze LLP
and R. Michael Farquhar, Esq., at Winstead Sechrest & Minick P.C.,
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed an
estimated assets of more than $10 million and estimated debts of
more than $100 million.


OWENS: Obtains Go-Ahead to Buy Jackson, Tenn. Facility Equipment
----------------------------------------------------------------
Among the facilities the Owens Corning Debtors own and operate is
a facility in Jackson, Tennessee.  The Jackson Facility consists
of 199 acres, at which the Debtors manufacture a fiberglass
underlayment product -- the wet chop -- which is a critical
component in the production of roofing shingles.  The Jackson
Facility is the Debtors' primary facility for the production of
wet chop, and is one of the largest wet chop manufacturers in the
United States.  Although a portion of the wet chop manufactured at
the Jackson Facility is sold to third parties, the Debtors use
most of it for their own production of roofing shingles.  Taking
into account this internal usage, the Jackson Facility is a highly
profitable facility.

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, related that the Debtors operate the Jackson Facility
through a series of agreements.  Pursuant to these agreements,
the underlying real estate and certain improvements located
thereon are leased to Owens Corning by the Industrial Development
Board of the City of Jackson through a Master Industrial
Development Lease Agreement dated as of December 14, 1993.  The
Board holds legal title to the Real Estate.

According to Mr. Pernick, the Board also holds legal title to
certain of the equipment and machinery located at the Jackson
Facility, together with a solid waste disposal and recycling
facility.  The Equipment is leased to Owens Corning through a
series of agreements:

   (1) a December 15, 1993 Head Lease, by the Board, as lessor,
       and U.S. Bank, as trustee, as successor to State Street
       Bank and Trust Company of Connecticut, as lessee, as
       amended and supplemented by the certain Qualifying
       Addition Supplement to Head Lease Agreement dated as of
       December 23, 1996; and

   (2) a December 15, 1993 Sublease Agreement between U.S. Bank,
       as lessor, and Owens Corning, as lessee, as amended and
       supplemented by that certain Qualifying Addition
       Supplement to Sublease Agreement dated as of December 23,
       1996.  

Pursuant to these agreements, the Board leased the Equipment to
U.S. Bank, which then subleased the Equipment to Owens Corning.

Owens Corning sought and obtained the Court's authority to assume
the Real Estate Lease and the Sublease and to exercise its
purchase options, pursuant to Section 363(b)(1) of the Bankruptcy
Code.

                    The Jackson Transactions

The Real Estate Lease and the Sublease are key parts of a series
of transactions by which a mothballed manufacturing facility on
the Real Estate was renovated and improved in 1993 and 1996.  
Among other things, these transactions:

   (1) provided for Owens Corning's transfer of legal title of
       the Real Estate to the Board, and the lease back of the
       Real Estate to Owens Corning pursuant to the terms of the
       Real Estate Lease, in connection with a payment-in-lieu
       of taxes program, which provided for certain property tax
       benefits to the Debtor; and

   (2) provided for the purchase and installation of the
       Equipment on the Real Estate, to be owned by the Board,
       leased to U.S. Bank pursuant to the Head Lease and
       subleased to Owens Corning pursuant to the Sublease.

The funds used for the procurement and installation of the
Equipment were obtained from these sources:

   (1) $26,551,000 of IDB Series A Secured Notes due March 31,
       2004;

   (2) $4,692,450 of IDB Series B Secured Notes due March 31,
       2004;

   (3) $8,750,000 of IDB Solid Waste Disposal Revenue Bonds
       Series 1993;

   (4) $32,200,000 of IDB Series C Secured Notes due March 31,
       2004; and

   (5) $9,030,000 of third-party "equity investments."

To secure these obligations, HSBC Bank US, as indenture trustee
for the Notes and Bonds, and U.S. Bank, as trustee for the
"equity investments," received, among other things, assignments
of the various parties' rights under the Real Estate Lease, the
Head Lease and the Sublease, first and second mortgages on the
Real Estate and security interests in the Equipment.

Inasmuch as the Real Estate Lease and the Sublease are due to
expire on March 31, 2004, and because of the overall importance
and value of the Jackson Facility to the Debtors' operations and
profitability, Owens Corning seeks to exercise its rights under
the Real Estate Lease and Sublease to purchase the assets:

   (1) The Equipment.  Owens Corning has the right to purchase
       and obtain title to the Equipment for specified amounts,
       which, as of March 31, 2004, will be $24,300,000, plus
       certain fees and related charges and a $5,280,000 final
       semi-annual rent payment; and

   (2) The Real Estate Lease.  Owens Corning has the right to
       purchase the Real Estate for $1 plus, inter alia, certain
       related fees, taxes, expenses and other amounts on
       March 31, 2004.  

Upon information and belief, these "cure" amounts are due and
owing with respect to those agreements:

   (1) Sublease -- $117,664; and

   (2) Real Estate Lease -- $0.  

Owens Corning will exercise the Purchase Options, pay the Purchase
Amounts and the Cure Amounts and obtain title to the Real Estate
and the Equipment. Various claims asserted in connection with the
Jackson Facility and the financing will be satisfied, and will be
removed from the claims docket.  These claims include:

   (1) HSBC's Claim No. 8844 for $44,772,763;

   (2) The Prudential Insurance Company of America's Claim No.
       7490 in an unliquidated amount;

   (3) PRUCO Life Insurance Company's Claim No. 7460 in an
       unliquidated amount; and

   (4) BTM Capital Corporation's Claim No. 7269 for $10,926,512.

Judge Fitzgerald also requires the four Claimants to file amended
claims for $0, subsequent to the payment of the Cure Amounts and
Purchase Amounts and exercise of the Purchase Options.

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


PACIFIC GAS: Fitch Expects to Rate $6.7B Secured Debt at BBB
------------------------------------------------------------
Fitch Ratings expects to assign a 'BBB' rating to Pacific Gas &
Electric Company's (PG&E) proposed $6.7 billion issuance of
secured bonds. The proceeds from the offering along with cash on
hand are expected to be used to repay all of PG&E's outstanding
pre-petition debt obligations. Fitch currently rates PG&E's senior
secured and preferred securities 'BB-' and 'DDD', respectively,
and plans to withdraw the ratings upon their redemption shortly
after PG&E's reorganization and emergence from bankruptcy
protection around mid-April 2004. PG&E is a subsidiary of PG&E
Corporation (PCG). The Rating Outlook is Positive.

The new senior secured debt rating and Positive Rating Outlook
reflect the reasonable capital structure at the time of
reorganization and anticipated sharp improvement in PG&E's
financial profile thereafter. The ratings also reflect the
significantly improved legislative/regulatory environment that has
evolved in California since 2002. In December 2003, the California
Public Utilities Commission (CPUC) approved a settlement agreement
that adopted a new plan of reorganization that superseded
competing plans of reorganization then before the bankruptcy
court. The new plan of reorganization, supported by the CPUC, PG&E
and PG&E Corp. was confirmed by the bankruptcy court in December
2003 and will be subject to bankruptcy court jurisdiction for the
nine-year duration of the plan. CPUC approval of the plan provides
support for the restoration of an 'A-' rating over time, because
the plan precludes the CPUC from adjusting the utility's
authorized return on equity and capital structure targets until
that rating level is achieved. In addition, the plan provides an
$800 million rate reduction and environmental benefits for
customers.

Key aspects of the settlement agreement are as follows:

-- PG&E and its parent will abandon efforts to disaggregate the
   utility and agree to keep the utility vertically integrated and
   subject to CPUC jurisdiction.

-- The settlement agreement reduces retail rates approximately
   $800 million (retroactive to Jan. 1, 2004), resolves pending
   filed rates doctrine litigation and establishes a $2.21 billion
   (after tax) regulatory asset to be recovered over nine-years.

-- After emerging from bankruptcy, PG&E is to seek to refinance up
   to $3 billion of the regulatory asset and the associated taxes
   through a securitized dedicated rate component (DRC), pending
   the enactment of supporting state legislation, suitable to
   TURN, the CPUC and PG&E, authorizing the creation of the DRC.

-- Any refunds or awards resulting from claims against power
   suppliers will be used to reduce the $2.21 billion regulatory
   asset.

-- PG&E will drop all litigation claims against the CPUC stemming
   from the energy crisis.

-- The settlement is designed to produce an investment grade
   credit profile and is contingent upon receipt of investment
   grade credit ratings.

-- The authorized ROE will be 11.22% and the equity component of
   capital will be 48.6%-52% in 2004 and 2005 and no lower than
   52% thereafter until Moody's and S&P have established issuer
   ratings equivalent to not less than 'A-'.

-- The CPUC will not adjust the company's return on equity and
   equity component of capitalization until a rating equivalent to
   'A-' is assigned by one of S&P or Moody's.

-- Rates are no longer frozen and return to a cost of service
   model.

-- The settlement is enforceable by the bankruptcy court.

-- Generation rate bas is deemed to be just and reasonable.

Strong ring-fencing provisions included in the PG&E plan of
reorganization and in CPUC regulations mandate a meaningful degree
of separation between PG&E and its parent, PCG. However, PG&E is
not totally isolated from potential credit and bankruptcy risk
that, while not currently anticipated, could develop at its
parent. Under PG&E's plan of reorganization, PG&E cannot pay
dividends to its parent until mid-2004, at the earliest. However,
Fitch believes that PG&E is unlikely to resume dividend payments
until its equity ratio reaches 52%, which is estimated to occur in
the second half of 2005.

Adequate liquidity exists at the parent-only level, with cash as
of Dec. 31, 2003 approximating $1.04 billion. Parent debt of $880
million is scheduled to mature in 2008 ($600 million) and 2010
($280 million). In a reasonable worst case scenario in which tax
allocation issues require PCG to payout roughly $415 million,
PCG's net cash would approximate $625 million. Under this
scenario, PCG would have ample resources to meet its liquidity
needs through 2005, when cash flows from utility dividends are
expected to commence.

The terms of the new senior secured notes contain a fall-away
provision that, in Fitch's opinion, could be triggered within two
years. The bonds' first mortgage lien upon PG&E's property will be
released when the utility's senior unsecured debt ratings from
Standard & Poor's and Moody's are equal to or higher than the
initial ratings on the senior secured bonds (i.e., BBB). Fitch
expects PG&E to have robust cash flow from operations and that the
utility's credit metrics will improve rapidly and remain strong
for the duration of its nine-year regulatory settlement.

As a result, it is unlikely that the lien will remain in place for
the long term. After the release, these bonds will be senior
unsecured notes, subordinate to a limited amount of permitted
secured claims against the utility. The amount of debt that can be
issued subsequent to the proposed offering which could be senior
to the debt upon release of the lien is limited by the indenture's
negative pledge and, in Fitch's view, is not a significant
concern.

The City of Palo Alto and two CPUC commissioners did not support
the plan of reorganization and appealed the bankruptcy court's
confirmation order in U.S. district court, following bankruptcy
court's rejection of their motions for appeal and stay. In Fitch's
view, appeals of the plan of reorganization have an extremely low
probability of success.


PARMALAT GROUP: US Debtors Tap BSI as Claims & Noticing Agent
-------------------------------------------------------------
The U.S. Parmalat Debtors sought and obtained the Court's
authority to employ Bankruptcy Services LLC as official claims and
noticing agent.

BSI will:

   (a) notify all potential creditors of the filing of the
       bankruptcy petition and the setting of the first meeting
       of creditors pursuant to Section 341(a) of the Bankruptcy
       Code, under the proper provisions of the Bankruptcy Code
       and the Federal Rules of Bankruptcy Procedure;

   (b) maintain an official copy of the Debtors' schedules of
       assets and liabilities and statement of financial affairs,
       listing the Debtors' known creditors and the amounts owed;

   (c) notify all potential creditors of the existence and amount
       of their claims as evidenced by the Debtors' books and
       records and set forth in the Schedules;

   (d) furnish a form for the filing of a proof of claim, after
       the notice and form are approved by the Court;

   (e) file with the Clerk a copy of the notice, a list of
       persons to whom it was mailed, and the date the notice was
       mailed, within 10 days of service;

   (f) docket all claims received, maintaining the official
       claims registers for each Debtor on behalf of the Clerk,
       and provide the Clerk with certified duplicate unofficial
       Claims Registers on a monthly basis, unless otherwise
       directed;

   (g) specify in the applicable Claims Register, these
       information for each claim docketed:

          (i) the claim number assigned;

         (ii) the date received;

        (iii) the name and address of the claimant and agent, if
              applicable, who filed the claim; and

         (iv) the classification of the claim -- e.g., secured,
              unsecured, priority, etc.;

   (h) relocate, not less than weekly, by messenger, all of the
       actual proofs of claim filed from the Bankruptcy Court to
       BSI's offices;

   (i) record all transfers of claims and providing any notices
       of the transfers required by Bankruptcy Rule 3001;

   (j) make changes in the Claims Registers pursuant to Court
       Order;

   (k) upon completion of the docketing process for all claims
       received to date by the Clerk's office, turn over to the
       Clerk copies of the Claims Registers for the Clerk's
       review;

   (l) maintain the official mailing list for each Debtor of all
       entities that have filed a proof of claim, which list
       will be available upon request by a party-in-interest or
       the Clerk; and

   (m) assist with, among other things, the solicitation and the
       calculation of votes and the distribution as required in
       furtherance of confirmation of a reorganization plan.

BSI specializes in providing consulting and data processing
services to Chapter 11 debtors in connection with the
administration, reconciliation and negotiation of claims and
solicitation of votes to accept or reject plans of
reorganization.  BSI also specializes and has expertise in
serving as an outside claims agent to the United States
Bankruptcy Court with respect to all aspects of claims
administration, including docketing and storage of claims,
maintenance of claims registers and related noticing services.

The Debtors estimate that there are in excess of 7,000 creditors
and parties-in-interest in their Chapter 11 cases, many of which
are expected to file proofs of claim.  The Debtors believe that
BSI's employment as the Bankruptcy Court's outside agent will
free the Court from the time-consuming and burdensome task of
noticing and receiving, docketing and maintaining the proofs of
claim.

Section 156(c) of the Judiciary Procedures, which governs the
staffing and expenses of the Bankruptcy Court, authorizes the
Court to use facilities other than those of the Clerk's Office
for the administration of bankruptcy cases:

     "Any court may utilize facilities or services, either
     on or off the court's premises, which pertain to the
     provision of notices, dockets, calendars, and other
     administrative information to parties in [Chapter 11]
     cases . . . where the costs of such facilities or
     services are paid for out of the assets of the estates
     and are not charged to the United States."

BSI has vast experience in noticing and claims administration in
Chapter 11 cases.  BSI acted as claims and noticing agent in the
Chapter 11 cases of WorldCom, Inc., Enron Corporation, Adelphia
Business Solutions, Inc., and Bethlehem Steel Corp.

The Debtors also obtained the Court's permission to compensate
and reimburse BSI for all services rendered and expenses
incurred.  The hourly rates of BSI's professionals are:

          Kathy Gerber                           $210
          Senior consultants                      185
          Programmer                              130 - 160
          Associate                               135
          Data Entry/Clerical                      40 - 60
          Schedule Preparation                    225

Ron Jacobs, President of BSI, assures the Court that neither BSI
nor any of its members or employees hold or represent any
interest adverse to the Debtors' estates or creditors.

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: Gets Interim Nod to Amend Receivables Purchase Pact
-------------------------------------------------------------
Before the Petition Date, the U.S. Parmalat Debtors relied, among
other things, on the sale of certain receivable interests to
Eureka Securitisation Plc and Citibank, N.A., London Branch, under
a Receivables Purchase Agreement dated November 2, 2000, to meet
their cash needs.  Under the Receivables Purchase Agreement,
Eureka may purchase from Debtors Farmland Dairies, LLC and Milk
Products of Alabama, LLC from time to time an undivided
percentage ownership interest in the rights, title, and interest
in and to a certain pool of trade receivables of Farmland and
Milk Products.  On December 11, 2003, Eureka sold and assigned to
Citibank all of its rights and interest in, and under, the
Receivable Interests and the Receivables Purchase Agreement.

Since December 2003, the aggregate Capital in respect of
Receivable Interests purchased from Farmland and Milk Products
under the Receivables Purchase Agreement has remained constant at
$48,990,000.  The Capital has remained constant, notwithstanding
that the collections on the sold Receivable Interests have been
received, as Citibank has agreed that the collections may be
reinvested in additional Receivable Interests.

The Receivables Purchase Agreement provides for certain purchase
price and related formulas based on a number of factors,
including, without limitation, certain purchase eligibility
standards.  From time to time as a result of the formulas,
Citibank may have overpaid for Receivable Interests purchased
from Farmland and Milk Products.  As of the Petition Date:

      (i) the aggregate Capital in respect of the Receivable
          Interests purchased from Farmland and Milk Products
          under the Receivables Purchase Agreement is
          $48,990,000;

     (ii) the gross amount of receivables of Farmland and Milk
          Products, including ineligible receivables, which
          Citibank may collect and apply against the outstanding
          aggregate Capital, is $53,000,000;

    (iii) the aggregate Purchase Price Overpayment is $2,900,000.

On December 26, 2003, the U.S. Debtors received a notice from
Citibank that a default may have occurred under the Receivables
Purchase Agreement.  As a result, Citibank is entitled to
discontinue purchasing the Receivable Interests under the
Receivables Purchase Agreement and reinvesting the Collections.

Consequently, the U.S. Debtors and Citibank discussed the terms
of a possible amendment to the Receivables Purchase Agreement so
the Debtors can continue to tap on the Purchase Agreement for
their liquidity needs.  After arm's-length negotiations, the
parties agree that the Debtors will continue selling Receivable
Interests to Citibank.  However, the Debtors are required to
immediately pay $1,400,000 of the proceeds of the GE Capital DIP
Facility to Citibank to reduce the amount of the Purchase Price
Overpayments to $1,500,000.  Thereafter, the Debtors will be
required to pay Citibank any new Purchase Price Overpayments in
accordance with the terms of the Amended Receivables Purchase
Agreement, so that the aggregate amount of the Purchase Price
Overpayments do not exceed $1,500,000.  To the extent that the
Purchase Price Overpayments exceed $1,500,000, the payments will
be deemed the equivalent of a postpetition loan and will be
repaid by cash collateral.

Citibank will be granted a first priority security interest --  
shared with the Postpetition Lenders under the GE Capital DIP
Facility -- in the Postpetition Collateral, to secure the
Debtors' obligations to Citibank with respect to any Purchase
Price Overpayments but only to the extent of the lesser of:

      * $3,000,000; and

      * the portion of the aggregate amount of the Purchase Price
        Overpayment that exceeds $1,500,000.

The U.S. Debtors will deliver to Citibank a weekly report that
includes a calculation of the Receivable Interests and the
allocation of Collections.  The Debtors will also pay to
Citibank's account, as agent under the Receivables Purchase
Agreement, any excess Collections to be applied on account of any
Obligations then due and owing.  Farmland and Milk Products will
also deliver to Citibank an accounts receivable aging.  The
Debtors failure to submit the reports will constitute a Trigger
Event.

The parties agree to additional Trigger Events:

   (a) The sale of all or a substantial portion of the assets or
       business of any of the Debtors other than as effected
       under the Receivables Purchase Agreement or, without
       Citibank's prior written consent, any of the Debtors
       entering into a contract for any such sale; and

   (b) Any of the Debtors, GE Capital or any other person will
       challenge in writing the true sale nature of any of the
       transactions contemplated by the Receivables Purchase
       Agreement, and the relief requested in the challenge is
       granted in an order that is not stayed pending appeal.

The parties also agree to additional covenants:

   -- Farmland and Milk Products will furnish to Citibank copies
      of all material pleadings, motions, applications, plans,
      disclosure statements, schedules, reports, financial
      information and other materials and documents filed in
      connection with their Chapter 11 cases;

   -- Farmland and Milk Products will immediately notify Citibank
      in writing of an event of default under the DIP Loan
      Facility and of a Termination Event under the DIP Loan
      Facility;

   -- Neither Farmland nor Milk Products will petition the
      Bankruptcy Court for authority to take any action
      prohibited under the Receivables Purchase Agreement; and

   -- Farmland and Milk Products will not at any time seek,
      consent to or suffer to exist any modification, stay,
      vacation or amendment of either the Interim Order or the
      Final Order approving the Amendments to the Receivables
      Purchase Agreement except for modifications and amendments
      agreed to in writing by Citibank.

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)   


PEABODY ENERGY: Fitch Rates New Senior Unsecured Notes at BB
------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Peabody Energy's (BTU)
new $250 million senior unsecured notes due 2016. At the same time
Fitch affirms Peabody's 'BB+' rating on the revolving credit
facility and bank term loan and the 'BB' rating on its $450
million senior unsecured notes due 2013. The Rating Outlook
remains Positive. The proceeds from the new note issuance, in
conjunction with a $282 million equity offering, will be used to
finance the acquisition of three coal mines from RAG Coal
International AG.

Going forward, Fitch expects Peabody to have a Debt/EBITDA at the
end of FY2004 of approximately 2.6 times (x) and an
EBITDA/Interest of over 4x. Fitch expects internally generated
funds will be used for further debt reduction and capital
expenditures over the near term. The ratings also incorporate the
likelihood of tuck-in acquisitions as the industry continues to
consolidate. Peabody's legacy postretirement health care and
pension liabilities are significant but Fitch feels that these are
manageable. Fitch maintains a Positive Outlook as Peabody's
current statistics are expected to continue to improve as the up
cycle in coal continues globally and the company benefits from the
revenues from the new mines. Peabody has benefited from modest
steady growth, increased productivity and limited viable
alternatives to base load coal-fired power plants.

Spot prices as well as contract prices continue to improve in all
regions. There is a huge hunger for coal, particularly from
electricity generators in the U.S. and China. According to the EIA
annual electricity demand is projected to grow by about 2% in '04
and '05. To meet that increase in demand coal production is
expected to increase by 3.6% in 2004 and about 1.5% in 2005. Also,
Fitch does not expect prices to decrease significantly over the
near to intermediate term as natural gas prices continue to remain
robust. Coal has a definite cost advantage over natural gas.

Peabody is the world's largest coal company with approximately 9.1
billion tons in proven and probable reserves as of December 31,
2003 located in four primary operating regions: Powder River
Basin, Southwestern, Appalachia and Midwest. The company continues
to implement its strategy of shifting from high sulfur, high cost
operations to low-sulfur, low-cost operations. Future capital
expenditures, estimated at approximately $220 million per year,
will be concentrated in the company's low cost operations.


PENTHOUSE: Rolling Stone Magazine Features Founder Robert Guccione
------------------------------------------------------------------
Penthouse International (OTC Bulletin Board: PHSL), a diversified
holding company with operating subsidiaries in adult entertainment
and real estate, announced that the Company's founder Robert
Guccione was featured in an in-depth interview in the April 1,
2004 issue of Rolling Stone magazine in an article entitled "The
Twilight of Bob Guccione" by John Colapinto.

The 10-page layout chronicled the life history of Bob Guccione in
his building of Penthouse Magazine over the past 38 years. From a
start-up company in London in 1965, to a still-standing, all-time
newsstand sales record, to "making the Forbes 400 list of the
country's wealthiest people with a personal fortune of around $500
million (the equivalent of a few billion today)," and, more
recently, the ongoing restructuring of his companies, Rolling
Stone gave an account of much of the life of Guccione.

"The fact that Rolling Stone magazine, a renowned publication
about popular culture and music, would feature a 10-page layout of
Bob Guccione and Penthouse, is indicative of the iconic status
Penthouse and Bob have reached globally," commented Claude Bertin,
Executive Vice President of Penthouse International.

During his career, Mr. Guccione dedicated the hundreds of millions
in Penthouse Magazine profits to bankroll numerous other business
ventures, including an ill-fated Atlantic City casino venture and
financing the science magazine OMNI. "Altogether, by the mid-
Eighties, Guccione's losses in Atlantic City totaled $145
million," stated Rolling Stone. Despite Penthouse Magazine
maintaining positive cash flow even today, the accumulated
investment losses in unrelated business projects contributed to
the reorganization of the company.

Penthouse recently received a fresh $24 million in capital and
commitments from its main shareholder for up to an additional $50
million. Penthouse expects to minimize risk by focusing on its
core business investments.

          About Penthouse International, Inc.

Penthouse International, Inc., through its subsidiaries General
Media, Inc., Del Sol Investments LLC and PH Realty Associates LLC,
is a brand-driven global entertainment business founded in 1965 by
Robert C. Guccione. General Media's flagship PENTHOUSE brand is
one of the most recognized consumer brands in the world and is
widely identified with premium entertainment for adult audiences.
General Media caters to men's interests through various
trademarked publications, movies, the Internet, location-based
live entertainment clubs and consumer product licenses. General
Media licenses the PENTHOUSE trademarks to third parties worldwide
in exchange for recurring royalty payments.

Penthouse International, Inc.'s September 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $70 million.


PG&E NATIONAL: USGen Permits JPMorgan to File Consolidated Claims
-----------------------------------------------------------------
Before the Petition Date, USGen New England obtained financing
pursuant to a Credit Agreement, dated as of September 1, 1998
with JPMorgan Chase Bank, as Competitive Advance Facility Agent
and as Administrative Agent, and a consortium of bank lenders.

USGen is indebted to the Lenders, among other things, pursuant to
the Credit Agreement for the payment of the principal on the
loans made, together with accrued and unpaid interest, fees, and
costs and expenses including, the fees and disbursements of
attorneys and other advisors.  Consequently, JPMorgan is required
to file numerous claims on behalf of the Lenders.

At the request of the Lenders and JPMorgan, USGen agrees that
JPMorgan will file consolidated proofs of claim in connection
with the Credit Agreement.

In a Court-approved Stipulation and Consent Order, JPMorgan, on
the Lenders' behalf, and USGen agree that:

   (a) JPMorgan would permitted file one or more consolidated
       proofs of claim on behalf of itself and the Lenders
       against USGen.  The Stipulation, however, will not affect
       the right of each Lender to vote separately the amount of
       its claim with regard to any reorganization plan for which
       solicitation of acceptances will be sought;

   (b) JPMorgan will not be required to file with any proof of
       claim, any instruments, agreements or other documents
       evidencing the obligations or the security interests and
       liens, if any, of JPMorgan or the Lenders, provided that
       upon USGen's request, the Documents will be made
       available; and

   (c) The Consent Order is for procedural purposes only, and
       will not be interpreted or construed so as to
       substantively affect USGen's right, claim or defense in
       respect of any proofs of claim filed by JPMorgan or the
       Lenders.

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)    


POLAROID: Settles False Claims Act Suit, Reports U.S. Attorney
--------------------------------------------------------------
United States Attorney Michael J. Sullivan; Joseph Dziczek,
Assistant Regional Inspector General for Investigations; and
Joseph Leland, Regional Inspector General for Audits of the
General Services Administration's Office of the Inspector General,
announced that the United States has settled a civil suit brought
against the former POLAROID CORPORATION for violations of the
federal False Claims Act. The False Claims Act makes it unlawful
to knowingly submit a false or fraudulent claim for payment to the
United States.

As part of the settlement, POLAROID agreed that the United States'
Proof of Claim filed in POLAROID's bankruptcy proceedings will be
allowed for $3.2 million. The amount of funds the United States
will actually recover will be determined by the United States
Bankruptcy Court when it distributes assets to all general
unsecured creditors.

This settlement resolves allegations set forth in a Civil
Complaint filed in United States District Court. The Complaint
alleged that from 1990 to 1997, POLAROID provided false pricing
information and certifications during the negotiation and award of
two Multiple Award Schedule contracts by the General Services
Administration (GSA) for the purchase of instant film; and that
POLAROID failed to report discounts it had given to non-government
customers through the course of the two contracts - despite being
required to do so.

The government further alleged that POLAROID was required to
provide current, accurate, and complete pricing and price
reduction information to GSA contract negotiators on both
contracts. As required by law, POLAROID expressly certified for
both contracts that its pricing information was current, accurate,
and complete and that it had disclosed all discounts given to its
customers. POLAROID also certified that it would report all price
reduction information during the performance of the GSA contracts.
The Complaint alleged that POLAROID nonetheless failed to disclose
price reduction information, including a wide-spread practice of
giving end-of-quarter discounts to non-government customers. It
was alleged that as a result of these omissions and
misrepresentations, POLAROID, knowingly submitted false claims,
which included inflated prices and which were paid by the
government.

A portion of this settlement will be paid to George Brouder, a
former POLAROID employee, who initially filed suit under the
provisions of the False Claims Act. In appropriate circumstances,
the False Claims Act provides that whistleblowers can share
between 15% and 25% of the government's recoveries.

The case was investigated by the General Services Administration's
Office of Inspector General. It was handled by Assistant U.S.
Attorneys Eugenia M. Carris and Thomas Kanwit in Sullivan's Civil
Division and Alan S. Gale, a Trial Attorney with the Department of
Justice's Civil Division in Washington, DC.


POTLATCH CORP: Fitch Affirms Ratings & Revises Outlook to Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Potlatch Corporation's debt ratings of
senior secured at 'BBB-', senior unsecured at 'BB+', senior
subordinated at 'BB', and commercial paper at 'B.' The Rating
Outlook for Potlatch has been revised to Stable from Negative.
Potlatch had $619 million of debt at last year-end.

For the full year 2003, the company reported earnings of $51
million due to significantly higher earnings for Potlatch's Wood
Products segment and improved results for its Pulp and Paperboard
segment. Wood Products had a very strong fourth quarter with
earnings of $55 million compared to an ($18 million) loss in the
prior year. This was driven primarily by very strong structural
panel markets and higher oriented strand board selling prices.
Continuing on a streak that began in the third quarter, OSB
realizations jumped an average $57/Mft2 in the fourth quarter; a
benchmark mean index rose $115/Mft2 year over year. Plywood was up
$30-$35/Mft2 on average in the fourth quarter and $87/Mft2 ahead
of 2002 averages, all due to a robust demand for housing.
Potlatch's leverage and interest coverage for the year-ended
December 31, 2003, has improved to 2.8 times and 4.3x from 6.7x
and 1.7x, respectively at the end of 2002. The company is banking
cash and continues to remain focused on rebuilding its balance
sheet. Fitch anticipates improving credit statistics in 2004.


RESIDENTIAL ASSET: Fitch Slashes Class B Notes Rating to CCC
------------------------------------------------------------
Fitch Ratings has taken rating actions on the following
Residential Asset Mortgage Products, Inc. issue:
RAMP Home Equity Mortgage Asset-Backed Pass-Through Certificates,
Series 2001-RZ2 Groups I & II:

        --Class A-I-5 affirmed at 'AAA';
        --Class M-1 affirmed at 'AA+';
        --Class M-2 affirmed at 'A';
        --Class M-3 affirmed at 'BBB';
        --Class B downgraded to 'CCC' from 'BB' and removed from
             Rating Watch Negative.

The affirmation of these classes reflects credit enhancement
consistent with future loss expectations.

The negative rating action on the B class of the above series is
due to the decline in enhancement relative to the applicable
credit support levels.


RIGGS NATIONAL: Fitch Places Low-B Ratings on Watch Negative
------------------------------------------------------------
Fitch Ratings places the ratings of Riggs National Corporation
('BB+/B') and its rated subsidiaries on Rating Watch Negative.

The Negative Rating Watch reflects Fitch's concerns regarding
RIGS' outstanding Bank Secrecy Act (BSA) issues with the OCC and
the Financial Crimes Enforcement Network (FINCen) of the United
States Department of the Treasury. In its 10K report released
earlier this month, RIGS indicated that the OCC informed the firm
that it expects to designate the bank as being in 'troubled
condition'. Fitch's concerns center on the company's ability to
comply with regulatory requirements and the potential
ramifications associated with a 'troubled condition' designation.
Each could have material negative implications on profitability,
which for RIGS is already an area of comparative weakness.

Background: During July 2003, Riggs entered into a Consent Order
with the OCC, which required the bank to take various actions to
ensure compliance and improve oversight processes and procedures
related to BSA and related rules and regulations. Since that time,
RIGS hired a specialist to facilitate the compliance process and
appeared to be making progress. However, RIGS indicated recently
that both the OCC and FINCen advised RIGS that they were
considering whether to institute civil money penalties against
RIGS', as well as subject the bank to increased regulatory
supervision and operational requirements. The OCC alleges that the
bank violated the BSA and related rules and regulations, failed to
comply with the Consent Order and failed to implement adequate
controls to ensure that the bank operates in a safe and sound
manner with respect to BSA matters. Per RIGS, FINCen categorizes
its concerns as 1) failure to establish and implement an adequate
anti-money laundering program, 2) failure to properly prepare and
file suspicious activity reports and 3) failure to file accurate
transaction reports.

During the next few weeks, RIGS will provide the OCC and FINCen
with additional supporting information which could mitigate both
organizations' concerns. However, RIGS could face financial
penalties which can not be quantified at this time. Also, a
'troubled condition' designation would place significant
restrictions on RIGS. For example, RIGS would need prior consent
from the OCC to perform such normal operating activities as
approving new directors and executive officers, and would be
prohibited from certain actions such as making severance payments
to employees, management and directors under FDIC's golden
parachute rules.

Although RIGS' has high relative levels of capital and liquidity,
and problem asset levels are quite low, RIGS' profitability
suffers from a lack of significant earnings diversity, and cost
levels are quite high relative to revenues. Monetary fines would
clearly hamper profitability while business restrictions would
potentially cause a rise in costs and/or the loss of certain
customer deposits. Ratings Placed on Rating Watch Negative:

                Riggs National Corporation

        --Short-term debt, 'B';
        --Long-term Senior, 'BB+';
        --Subordinated Debt, 'BB';
        --Individual, 'C/D';

            Riggs Bank National Association

        --Short-term, 'B';
        --Long-term Senior, 'BB+';
        --Long-term Deposits, 'BBB-';
        --Short-term Deposits, 'F3';
        --Individual, 'C/D';

                  Riggs Capital

        --Preferred Stock, 'BB';

                  Riggs Capital II

        --Preferred Stock, 'BB'.


ROCKFORD PROPERTIES: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Rockford Properties Inc.
             906 West State Street
             Rockford, IL 61102

Bankruptcy Case No.: 04-71434

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Jerry Flaming and Carolyn Flaming          04-71434

Type of Business:

Chapter 11 Petition Date: March 17, 2004

Court: Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtors' Counsel: Kenneth F. Ritz, Esq.
                  Ritz & Laughlin
                  728 N Court Street
                  Rockford, Illinois 61103

                                    Total Assets   Total Debts
                                    ------------   -----------
Rockford Properties Inc.            $3,918,200     $2,060,879
Jerry Flaming and Carolyn Flaming   $1,732,215     $1,076,020

A. Rockford Properties Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Federal tax               $110,000

RSM Gladrey                   Services                   $29,044

Nicor Gas                     Utility                    $28,000

Auto Owners Insurance         Trade debt                 $18,242

City of Rockford              Utility                    $18,000

Union Savings Bank            Mortgage loan              $14,096

ILL Dept Emp. Socecurity      W-tax                      $13,339

Rock River Water Reclamation  Utility                    $12,000

Bank One                      Value of Collateral:        $9,000
                              $13,500

Northwestern Mutual           Trade debt                  $7,688
Insurance Co.

Winnebago County Sheriff      Services                    $5,000

Office Depot                  Trade debt                  $4,113

Tobin & Ramon                 Legal services              $4,008

Commonersith Edidon           Utility                     $3,000

Illinois Dept. of Revenue     State tax                   $2,659

Lindstrom, Sorenson & Assoc.  Services                    $2,640

Schieueter, Ecklund Attys.    Legal services              $2,055

Altamore, Alberto             Legal services              $2,025

Nextel                        Trade debt                  $1,899

Purchase Power                Trade debt                  $1,539

B. Jerry and Carolyn Flaming's 4 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service                                 $14,000

Amoco                         Credit card                 $1,032

Cavalry Portfolio Service     Credit card                   $134

Phillipe 66 Petroleum         Credit card                    $14


ROGERS CABLE: Michael Adams is New CFO Effective April 20, 2004
---------------------------------------------------------------
Rogers Cable Inc. announced the addition of Michael Adams to its
senior leadership team as Executive Vice President and Chief
Operating Officer effective April 20, 2004.

With over 20 years of North American and European experience in
the cable television and competitive local telecommunications
industries, Adams will assume responsibility for engineering,
network operations, customer operations, information technology,
and implementation of Rogers Cable's local telephony initiative.

An engineering graduate from the Massachusetts Institute of
Technology, Adams has been with RCN Corporation, a New Jersey
based provider of cable television, high-speed Internet and
competitive local telecommunications services in many of the
largest markets in the U.S., since 1997. With RCN, Adams served in
a number of senior executive capacities responsible for
operations, networks, technology, and strategy.

Prior to RCN, Adams' expertise in the design, construction and
operation of state-of-the-art networks was developed in a variety
of leadership positions at companies which include C-TEC, Kiewit
International, MFS, and McCourt Cable Systems.

Rogers Cable Inc. is a wholly owned subsidiary of Rogers
Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG). Rogers Cable
passes 3.2 million homes in Ontario, New Brunswick and
Newfoundland & Labrador, with 71% basic penetration of its homes
passed. Rogers Cable pioneered high-speed Internet access with the
first commercial launch in North America in 1995 and now
approximately 25% of homes passed are Internet customers. With 99%
of its network digital ready, Rogers Cable offers an extensive
array of High Definition TV, a suite of Rogers On Demand services
(including Video On Demand, Personal Video Recorders and Time-
shifting channels) as well as a large line-up of digital, ethnic
and sports programming. Approximately one quarter of Rogers basic
subscribers are also digital customers and over 35% are Rogers Hi-
Speed residential and business customers. Rogers Cable also owns
and operates 279 Rogers Video Stores.

Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is
Canada's national communications company engaged in cable
television, high-speed Internet access and video retailing through
Rogers Cable Inc., cellular, digital PCS, paging and data
communications through Rogers Wireless Communications Inc., and in
radio and television broadcasting, tele-shopping, publishing and
new media businesses through Rogers Media Inc.

Additional information on Rogers is available at
http://www.rogers.com/

                           *   *   *

As reported in the March 10, 2004, issue of the Standard & Poor's
Rating Services assigned its 'BBB-' senior secured debt rating to
Rogers Cable Inc.'s proposed senior secured second priority notes
due 2014. At the same time, Standard & Poor's affirmed the 'BB+'
long-term corporate credit rating on Rogers Cable Inc., Canada's
largest cable operator, and its parent Rogers Communications Inc.
Proceeds will be used to refinance existing debt at Rogers Cable,
fund the company's telephony business plan, and for general
corporate purposes. The outlook is negative.


SEALY CORP: S&P Rates $490 Million Sr. Sub. Notes at B-
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
Sealy Mattress Co.'s $490 million senior subordinated notes due
2014, issued under Rule 144A with registration rights. Standard &
Poor's also assigned its 'B+' senior secured bank loan rating and
'3' recovery rating to Sealy's proposed $685 million senior
secured credit facility due 2012, and affirmed the company's 'B+'
corporate credit and 'B-' subordinated debt ratings.

Issue proceeds will be used as part of a refinancing in connection
with the company's acquisition by Kohlberg Kravis Roberts & Co.
(KKR) for $1.5 billion, a deal announced in March 2004.

Pro forma for the refinancing, Standard & Poor's expects total
debt outstanding to be about $1.1 billion.
     
The outlook is stable.

"The ratings on Sealy Corp. are based on the company's highly
leveraged financial profile, partially mitigated by the company's
leading position in the stable, though highly competitive, bedding
market and by its steady cash flow," said Standard & Poor's credit
analyst Martin S. Kounitz.

Trinity, North Carolina-based Sealy is the largest U.S. bedding
manufacturer. The company's average business profile is supported
by its strong brands (including Sealy, Posturepedic, and Stearns &
Foster), its top market share, and the stable nature of demand for
mattresses. In fiscal 2003 ended Nov. 30, Sealy retained the No. 1
market position in the U.S. mattress industry, with a 21.7% share,
though this figure has fallen from 23.1% in 2002. The company also
has the top market share in Canada and Mexico.

Despite a highly competitive operating environment, Sealy has
defended its top domestic market share for many years. Standard &
Poor's expects that the company's profitability will improve after
the launch of its new Posturepedic line, introduced at the April
2003 High Point, North Carolina. furniture show. Sealy is
currently rolling out its UniCase Stearns & Foster line, which
should enhance profitability as well. The company, however, faces
the challenge of competing with Simmons, which launched its no-
flip line about two years ago.


SEITEL INC: Bankruptcy Court Confirms Amended Reorganization Plan
-----------------------------------------------------------------
Seitel, Inc. (OTC Bulletin Board: SEIEQ; Toronto: OSL) announced
that the United States Bankruptcy Court, District of Delaware, has
confirmed Seitel's Chapter 11 plan of reorganization. As
previously reported, Seitel's amended plan, which was filed with
the bankruptcy court on February 6, 2004, was supported by
Seitel's Official Committee of Equity Security Holders, as well as
Berkshire Hathaway Inc. and Ranch Capital LLC, Seitel's largest
creditors.

In addition to Berkshire and Ranch, the plan was accepted by the
holders of more than 99.6% of the shares of common stock who voted
for the plan. Although there can be no assurance, Seitel
anticipates that the plan will become effective prior to April 30,
2004 and that all payments to creditors under the plan will be
made by approximately mid-June 2004.

Bruce Galloway, managing partner of Galloway Capital Management
and chairman of the Official Committee of Equity Security Holders,
said, "We believe this plan is in the best interests of the
company's constituents and improves the viability of the company."

"We are very pleased that our reorganization plan was confirmed by
the bankruptcy court just six weeks after we filed our third
amended plan. The speed of these recent proceedings has enabled us
to maintain the support of our major customers, creditors,
stockholders, and employees," said Fred S. Zeidman, Chairman of
the Board of Directors. "Six months ago, when our plan was first
being formulated, the Board and our executive management team
focused on returning Seitel to a leadership position in the
seismic data industry. We believe that we are now well-positioned
to do so."

As previously reported, the plan provides for the cash payment of
100% of Seitel's allowed pre-petition creditors' claims, together
with all post- petition, non-default rate interest. The plan
further provides that each of Seitel's common stockholders, as of
a record date expected to be five days prior to the effective date
of the plan, will receive on the effective date shares of
reorganized Seitel's common stock and warrants to purchase
additional shares of reorganized common stock which, if exercised
in full, will enable each holder to retain a percentage interest
in reorganized Seitel substantially equivalent to such holder's
percentage interest in Seitel immediately prior to the plan
effective date. Each warrant will represent 4.93 shares at an
exercise price of 60 cents per share, if exercised in full, will
result in aggregate gross proceeds to Seitel of $75 million, which
will be used to partially fund creditor payments under the plan.

The Company intends that the warrants will be freely transferable
and exercisable until the 30th day after a registration statement
relating to the exercise of the warrants and the sale of
underlying shares has been declared effective by the Securities
and Exchange Commission. A registration statement covering these
transactions was filed by Seitel with the SEC on March 10, 2004.
The warrants will not be issued unless and until the registration
statement is declared effective by the SEC. Each equity holder who
does not exercise its warrants, in full, will suffer approximately
83.13% dilution in its percentage equity ownership of reorganized
Seitel.

HBV, for itself and on behalf of certain affiliated funds and
managed accounts, has agreed to act as standby purchaser of up to
$75 million worth of reorganized Seitel's common stock not
purchased by stockholders upon the exercise of their warrants. HBV
beneficially owns approximately 9.28% of Seitel's outstanding
common stock. As compensation for its standby purchase agreement,
HBV will receive additional warrants to purchase up to 9.10% of
reorganized Seitel's fully diluted common stock, subject to
dilution upon the issuance of shares under reorganized Seitel's
2004 omnibus stock option program contemplated by the plan. The
exercise price of HBV's compensation warrants will be 72 cents per
share and will expire seven years after their issuance. HBV's
standby guaranty assures that Seitel will receive $75 million in
new equity capital proceeds, before deducting certain expenses
payable by Seitel. Mellon HBV has reserved the right to designate
a limited number of large institutional participants in the
standby guaranty.

"If all shareholders exercise their warrants, they will retain
their percentage ownership in reorganized Seitel, subject to
limited dilution," Zeidman said. "Clearly our plan is to provide
our shareholders, who have remained loyal to the company
throughout our reorganization process, an opportunity to retain
their percentage equity ownership and participate in the future
growth and earnings potential of the reorganized company," Zeidman
said.

Payments to creditors under the plan will be funded utilizing (i)
the net proceeds from the exercise of the reorganized common stock
purchase warrants and/or the sale of shares under the standby
purchase agreement, (ii) net proceeds of not less than $180
million from our anticipated institutional offering of new 10-year
senior unsecured notes, and (iii) available cash and equivalents
of not less than $35 million.

Working capital will be funded with existing cash and a new
revolving credit facility which presently is being negotiated with
Wells Fargo Foothill, Inc. and is expected to provide a $30
million maximum commitment, subject to certain borrowing base
sublimits.

"When Seitel emerges from chapter 11 which we expect to occur in
June 2004, we believe we will be a stronger and more focused
company," Zeidman said.

                      About Seitel

Seitel is a leading provider of seismic data and related
geophysical services to the oil and gas industry. Seitel's
products and services are used by oil and gas companies to assist
in the exploration, development and management of oil and gas
reserves. Seitel has ownership in an extensive library of
proprietary onshore and offshore seismic data that it has
accumulated since 1982 and which it offers for license to a wide
range of oil and gas companies. Seitel has a diversified customer
base, which includes marketing to more than 1,300 customers and
license agreements with more than 1,000 customers. Seitel's
library of 3D seismic data is one of the largest available for
licensing in the U.S. and Canada. The company owns approximately
31,800 square miles of 3D seismic data, primarily located in major
North American oil and gas producing regions. Seitel's customers
utilize this data, in part, to assist their identification of new
geographical areas where subsurface conditions are favorable for
oil and gas exploration, to determine the size, depth and
geophysical structure of previously identified oil and gas fields
and to optimize the development and production of oil and gas
reserves.


SHELBOURNE: Entering Into a Liquidating Trust Pact on April 16
--------------------------------------------------------------
Shelbourne Properties III, Inc. (Amex: HXF) announced that, in
accordance with the Plan of Liquidation previously approved by the
Company's stockholders, the Company intends to enter into a
liquidating trust agreement on or about April 16, 2004, for the
purpose of winding up the Company's affairs and liquidating its
assets.

It is currently anticipated that, on or about April 16, 2004, the
Company will transfer its then remaining assets to the Trustee the
Shelbourne III Liquidating Trust. The Liquidating Trust will also
assume the Company's then remaining liabilities. April 15, 2004
will be the last day of trading of the Company's common stock on
the American Stock Exchange, and the Company's stock transfer
books will be closed as of the close of business on such date. The
transfer of assets by the Company, and the assumption of
liabilities by the Liquidating Trust, will not cover the Company's
interest in a group of properties net leased to an affiliate of
Accor S.A. since the Company has no economic interest in these
properties.

Under the terms of the proposed Trust Agreement, on April 16,
2004, each stockholder of the Company on the Record Date (each, a
"beneficiary") automatically will become the holder of one unit of
beneficial interest in the Liquidating Trust for each share of the
Company's common stock then held of record by such stockholder. In
addition, the holder of Class B Units in the Company's operating
partnership will receive 15% of the aggregate Units in the
Liquidating Trust in lieu of such holder's current entitlement,
pursuant to the Company's Plan of Liquidation, to 15% of all
distributions made by the Company. After April 16, 2004, all
outstanding shares of the Company's common stock will be deemed
cancelled, and the rights of beneficiaries in their Units will not
be represented by any form of certificate or other instrument.
Stockholders of the Company on the Record Date will not be
required to take any action to receive their Units. The Trustee
will maintain a record of the name and address of each beneficiary
and such beneficiary's aggregate Units in the Liquidating Trust.
Subject to certain exceptions related to transfer by will,
intestate succession or operation of law, the Units will not be
transferable, nor will a beneficiary have authority or power to
sell or in any other manner dispose of any Units.

It is currently contemplated that the initial trustee of the
Liquidating Trust will be Arthur N. Queler. Successor trustees may
be appointed to administer the Liquidating Trust in accordance
with the terms of the Liquidating Trust Agreement. It is expected
that from time to time the Liquidating Trust will make
distributions of its assets to beneficiaries, but only to the
extent that such assets will not be needed to provide for the
liabilities (including contingent liabilities) assumed by the
Liquidating Trust. No assurances can be given as to the amount or
timing of any distributions by the Liquidating Trust.

For federal income tax purposes, on April 16, 2004, each
stockholder of the Company on the Record Date will be deemed to
have received a pro rata share of the assets of the Company to be
transferred to the Liquidating Trust, subject to such
stockholder's pro rata share of the liabilities of the Company
assumed by the Liquidating Trust. Accordingly, on April 16, 2004
each stockholder will recognize gain or loss in an amount equal to
the difference between (x) the fair market value of such
stockholder's pro rata share of the assets of the Company that are
transferred to the Liquidating Trust, subject to such
stockholder's pro rata share of the liabilities of the Company
that are assumed by the Liquidating Trust, and (y) such
stockholder's adjusted tax basis in the shares of the Company's
common stock held by such stockholder on the Record Date.

The Liquidating Trust is intended to qualify as a "liquidating
trust" for federal income tax purposes. As such, the Liquidating
Trust will be a complete pass-through entity for federal income
tax purposes and, accordingly, will not itself be subject to
federal income tax. Instead, each beneficiary will take into
account in computing its taxable income, its pro rata share of
each item of income, gain, loss and deduction of the Liquidating
Trust, regardless of the amount or timing of distributions made by
the Liquidating Trust to beneficiaries. Distributions, if any, by
the Liquidating Trust to beneficiaries generally will not be
taxable to such beneficiaries. The Trustee will furnish to
beneficiaries of the Liquidating Trust a statement of their pro
rata share of the assets transferred by the Company to the
Liquidating Trust, less their pro rata share of the Company's
liabilities assumed by the Liquidating Trust. On a yearly basis,
the Trustee also will furnish to beneficiaries a statement of
their pro rata share of the items of income, gain, loss, deduction
and credit (if any) of the Liquidating Trust to be included on
their tax returns.

Stockholders of the Company are urged to consult with their tax
advisers as to the tax consequences to them of the establishment
and operation of, and distributions, if any, by, the Liquidating
Trust.


SHERWOOD HD: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Sherwood H.D., LLC
        1881 South West Naito Parkway #100
        Portland, Oregon 97239

Bankruptcy Case No.: 04-31989

Chapter 11 Petition Date: March 9, 2004

Court: District of Oregon (Portland)

Judge: Trish M Brown

Debtor's Counsel: Albert N. Kennedy, Esq.
                  888 South West 5th Avenue #1600
                  Portland, OR 97204
                  Tel: 503-221-1440

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Langer, Clarence              Claims Partnership        $620,000
15585 SW Tualatin
Sherwood Rd.
Sherwood, OR 97140

Polygon North West, Inc.      Legal Fees                $502,000
c/o Sarah Ryan, Esq.
101 SW Main St., #1100
Portland, OR 97204

Home Depot USA                                          $390,914
c/o Karen Polyakov
3800 W Chapman Ave
Orange, CA 92868

Travelers Insurance           Insurance                 $297,503
c/o Office Manager
One Tower Sq., 3PB
Hartford, CT 06183

Hoffman Hart & Wagner LLP     Legal Fees                 $24,147

Keating, Estelle T.                                       $4,546

Bittener & Hahs, PC                                         $808

Barran Liebman LLP                                          $532

Rapid Service                 Trade debt                    $174

Moore & Kehoe, LLP            Legal Fees                    $135

Bridge City Legal             Trade debt                     $15


SOLECTRON CORP: Second Quarter Net Loss Reduces to $90 Million
--------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and integrated supply chain services,
reported sales of $2.9 billion in the second quarter of fiscal
2004, up 7.1 percent from $2.7 billion in the first quarter, and
up 22.4 percent from $2.4 billion in the second quarter of last
year.

The company reported a GAAP net loss from continuing operations in
the second quarter of $90 million, or 11 cents per diluted share,
compared with a GAAP net loss from continuing operations of $104
million, or 13 cents per diluted share, in the year-earlier
quarter. Excluding $74 million in restructuring and impairment
charges, Solectron had a pro forma net loss from continuing
operations of $16 million, or 2 cents per diluted share, in the
second quarter of fiscal 2004.

"We are very pleased with the strong growth in several of our end-
markets, including communications, networking and consumer," said
Mike Cannon, president and chief executive officer. "The consumer
market revenue growth was driven by the continued ramp-up of our
3G mobile handset program. Overall, our business reflects strength
across most end-markets, resulting in growth from eight of our 10
largest customers.

"During the quarter, we continued to lower the break-even point of
the company by driving operating expenses down to 3.8 percent of
sales. Our gross margins decreased marginally to 4.5 percent,
primarily related to the increase in our consumer business during
the quarter. We continue to execute on a number of initiatives to
improve our gross margins," he said.

"Our entire organization remains focused on driving the changes
necessary to generate value and return Solectron to sustained
profitability. We expect to make further progress in the second
half of the fiscal year," Cannon said.

During the quarter, the company continued to execute its
previously announced plan to divest seven businesses that are not
central to its business strategy. The company completed the sale
of Dy 4 Systems and it signed a definitive agreement to sell SMART
Modular Technologies.

The company also continued to improve its balance sheet and
strengthen its liquidity through the successful sale of $450
million of convertible securities. The company ended the quarter
with a strong cash position of $1.8 billion.

                    Third-Quarter Guidance

Fiscal third-quarter guidance is for sales of $2.9 billion to $3.2
billion, and for pro forma EPS from continuing operations,
excluding restructuring and impairment and other unusual items, to
range from a 2-cent loss to a 1-cent profit.

                    Pro Forma Information

In addition to disclosing results determined in accordance with
generally accepted accounting principles (GAAP), Solectron also
discloses non-GAAP results of operations that exclude certain
items. By disclosing this pro forma information, management
intends to provide investors with additional information to
further analyze the company's performance, core results and
underlying trends. Management utilizes a measure of net income and
earnings per share on a pro forma basis that excludes certain
charges to better assess operating performance. Each excluded item
is considered to be of a non-operational nature in the applicable
period. Earnings guidance is provided only on a pro forma basis
due to the inherent difficulty in forecasting. Consistent with
industry practice, management has historically applied these
measures when discussing earnings or earnings guidance and intends
to continue doing so.

Pro forma information is not determined using GAAP; therefore, the
information is not necessarily comparable to other companies and
should not be used to compare the company's performance over
different periods. Pro forma information should not be viewed as a
substitute for, or superior to, net income or other data prepared
in accordance with GAAP as measures of our profitability or
liquidity. Users of this financial information should consider the
types of events and transactions for which adjustments have been
made.

                        About Solectron

Solectron -- http://www.solectron.com/-- (S&P, B+ Corporate  
Credit Rating Stable Outlook) provides a full range of global
manufacturing and integrated supply chain management services to
the world's premier high-tech electronics companies. Solectron's
offerings include new-product design and introduction services,
1materials management, product manufacturing, and product repair
and end-of-life support. The company is based in Milpitas, Calif.,
and had sales from continuing operations of $9.8 billion in fiscal
2003.


SOUTHWEST RECREATIONAL: Kaye Scholer Retained as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Rome Division, gave its nod of approval for Southwest Recreational
Industries, Inc., to employ Kaye Scholer LLP as its special
counsel.

The Debtors reports that for several years prior to the Petition
Date, Kaye Scholer served as general corporate counsel for the
Debtors.

Beginning in December 2003, when the Company began to experience
serious financial difficulties, Kaye Scholer served as its
restructuring and bankruptcy counsel and performed substantial
services in connection therewith, including but not limited to the
preparation and substantial completion of draft chapter 11
petitions and "first day" pleadings.

The Debtors determined that, in view of the fact that the cases
would be filed in Georgia, it was appropriate to engage the
Atlanta, Georgia-based firm of Alston & Bird LLP as their primary
bankruptcy counsel, with Kaye Scholer providing limited advisory
services in order to efficiently transition its work product,
knowledge and responsibilities to Alston & Bird.

Kaye Scholer, as special counsel will perform limited corporate,
financing, bankruptcy advisory services to the Debtors as may be
required to effectively and efficiently assist Alston & Bird.

The services to be performed by Kaye Scholer will not be
duplicative of the functions being performed by Alston & Bird.

Andrew A. Kress, Esq., reports that Kaye Scholer's current
standard hourly rates for the attorneys and paraprofessionals
presently designated to represent the Debtors are:

         Position           Billing Rate
         --------           ------------
         Partners           $475 - $750 per hour
         Associates         $235 - $490 per hour
         Paraprofessionals  $105 - $195 per hour

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,  
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir
Meyerowitz, Esq., Mark I. Duedall, Esq., and Matthew W. Levin,
Esq., at Alston & Bird, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, they listed $101,919,000 in total assets and
$88,052,000 in total debts.


SPECTRASITE INC: CFO to Speak at Lehman Brothers' Conference Today
------------------------------------------------------------------
SpectraSite, Inc. (NYSE: SSI) announced that David P. Tomick, its
Chief Financial Officer, will speak at the Lehman Brothers 2004
High Yield Bond & Syndicated Loan Conference in Orlando, Florida,
today, March 22, 2004, at 3:15 p.m. Eastern Time.

The live webcast link and presentation slides will be available at
customer.nvglb.com/LEHM002/032204a_by/default.asp?entity=spectrasi
te. Presentation slides will also be available on the Company's
website, http://www.spectrasite.com/

                    About SpectraSite, Inc.

SpectraSite, Inc. -- http://www.spectrasite.com/-- based in Cary,  
North Carolina, is one of the largest wireless tower operators in
the United States. At December 31, 2003, SpectraSite owned or
operated approximately 10,000 revenue producing sites, including
7,577 towers and in-building sites primarily in the top 100
markets in the United States. SpectraSite's customers are leading
wireless communications providers, including AT&T Wireless,
Cingular, Nextel, Sprint PCS, T-Mobile and Verizon Wireless.

                         *    *    *

As reported in the Troubled Company Reporter's January 16, 2004
edition, Standard & Poor's Ratings Services revised the outlook on
Cary, N.C.-based wireless tower operator SpectraSite Inc. to
positive from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including the 'B' corporate credit rating. As of Sept.
30, 2003, the company had about $640 million in total debt
outstanding.


STOLT OFFSHORE: Settles European Patent Dispute Out of Court
------------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO),
announced that its long running UK litigation with a competitor
regarding a European patent covering technology related to the
laying of flexible pipes, has been settled out of court.

The settlement involves a cash payment by Stolt Offshore in
respect of past patent infringements and the granting of a licence
under the disputed patent covering the North Sea area. The
settlement will not have a material impact on the Company's
results for 2004.

Tom Ehret, Chief Executive Officer of Stolt Offshore, said, "The
satisfactory resolution of the this patent infringement action
marks significant progress in our settlement of long outstanding
disputes."

Stolt Offshore is a leading offshore contractor to the oil and gas
industry, specialising in technologically sophisticated deepwater
engineering, flowline and pipeline lay, construction, inspection
and maintenance services. The Company operates in Europe, the
Middle East, West Africa, Asia Pacific, and the Americas

                         *    *    *

As reported in Troubled Company Reporter's January 2, 2004
edition, Stolt Offshore S.A. obtained an extension from
December 15, 2003 until April 30, 2004 of the waiver of banking
covenants.

Stolt Offshore continues discussions with its lenders towards a
long-term agreement.


SUPERIOR ESSEX: Buying Belden's Comm. Cable Assets for $95 Million
------------------------------------------------------------------
Belden Inc. (NYSE: BWC) has entered into a definitive agreement
under which Superior Essex Inc. (OTC Bulletin Board: SESX) will
purchase certain assets of Belden's North American communications
cable business.

Superior Essex will buy selected inventories, machinery and
equipment, and will assume certain customer contracts related to
Belden's North American telecommunications wire and cable
business. The total purchase price, which is subject to adjustment
based upon inventory levels at closing, will not exceed $95
million, including a $10 million contingent payment based on
successful transition of the business under certain customer
contracts.

The signed agreement is subject to certain closing conditions,
including approval under United States antitrust laws. Belden
contemplates closing the Phoenix manufacturing operation, subject
to discussions with the employee bargaining unit of the plant.

C. Baker Cunningham, Chairman, President and Chief Executive
Officer of Belden, said, "Given the lower level of demand that has
characterized the telecommunications market in the United States
for the past two years, we have been unable to maintain
profitability in the North American communications business,
despite aggressive cost reductions and the best efforts of our
people. We are confident that we will be able to smoothly
transition the business to Superior Essex without interruption for
our customers. Going forward, we will focus on the electronics and
data networking markets, where we are able to add value through
differentiating our product offering and further developing our
customer and distributor relationships, and on the execution of
our planned merger with Cable Design Technologies Corporation." On
February 5, 2004, Belden announced plans to join with Cable Design
Technologies Corp. (NYSE: CDT) in a merger of equals, which the
companies expect to complete during the second quarter of 2004.

Belden will account for the North American communications business
as a discontinued operation. The Company expects that its earnings
from continuing operations for the first quarter ending March 31,
2004 will be about $0.05 per share. Belden does not expect a
material gain or loss on the sale of the assets but expects to
continue to incur operating losses, severance charges, and other
closure costs with respect to this business until the divestiture
is completed. If the Company proceeds to close the Phoenix
operation as contemplated, the liquidation of retained working
capital, real estate and other remaining assets is expected to
approximately offset the cash costs of winding down the business.

The North American operations of the Communications Segment had
revenue of $202.4 million in 2003 and an operating loss of $109.4
million pretax, including an impairment charge of $92.4 million
and income of $3.0 million under a minimum requirements contract.

                         About Belden

Belden is linking people and technology by designing,
manufacturing, and marketing electronic cable products for the
worldwide broadcasting, industrial, data networking and
communications markets. Visit Belden's website at www.belden.com .

                    About Superior Essex

Superior Essex Inc. is one of the largest North American wire and
cable manufacturers and among the largest wire and cable
manufacturers in the world. Superior Essex manufactures a broad
portfolio of wire and cable products with primary applications in
the communications, magnet wire, and related distribution markets.
The Company is a leading manufacturer and supplier of copper and
fiber optic communications wire and cable products to telephone
companies, distributors and system integrators; a leading
manufacturer and supplier of magnet wire and fabricated insulation
products to major original equipment manufacturers (OEM) for use
in motors, transformers, generators and electrical controls; and a
distributor of magnet wire, insulation, and related products to
smaller OEMs and motor repair facilities. Additional information
can be found on its web site at http://www.superioressex.com/

          Debt, Capital Structure and Liquidity

The Company reported total debt at December 31, 2003 of $200
million, a reduction of nearly $1 billion as compared to Superior
TeleCom's total debt at December 31, 2002. Total stockholders'
equity at December 31, 2003 was $163.9 million.

The Company's total debt at December 31, 2003 included $145
million in 9.5% Senior Notes (due in 2008), $42 million drawn on
its $120 million revolving credit facility (due in 2007) and $13
million in other debt. In January 2004 the Company received
ratings from Standard & Poors and Moody's on its corporate debt,
achieving a credit rating of BB/B1 on the revolving credit
facility and B+/B2 on the Senior Notes.

At December 31, 2003, the Company had $74 million in cash and
available liquidity under its revolving credit facility.


TEEKAY SHIPPING: Increased Debt Leverage Spurs S&P's Neg. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB+' corporate credit rating, on Teekay Shipping Corp. on
CreditWatch with negative implications.

"The CreditWatch placement reflects increased debt leverage
associated with the company's acquisition of unrated Naviera F.
Tapias S.A., an independent operator of liquefied natural gas
(LNG) carriers and Suezmax oil tankers in Spain," said Standard &
Poor's credit analyst
Kenneth L. Farer.

Tapias will be acquired for a combination of cash and assumed debt
totaling $810 million, plus future commitments on upcoming vessel
deliveries. Tapias' fleet consists of two LNG tankers and six
Suezmax tankers, with deliveries of two additional LNG tankers and
three Suezmax tankers in 2004 and 2005. Future vessel commitments
total $540 million and are expected to be debt financed. Including
the $810 million of debt incurred to purchase Tapias, Teekay has
about $2.5 billion of lease-adjusted debt. Tapias' LNG carriers
have long-term employment contracts with high-quality charterers,
which will provide stable cash flow during the life of the
contract. This allows for a more predictable revenue stream, which
is viewed as positive from a rating standpoint. Following the
acquisition, which should be completed by April 30, 2004, Teekay
is expected to have a satisfactory credit profile. Standard &
Poor's will review the acquisition and near- to intermediate-term
financial prospects of the company to resolve the CreditWatch.

The corporate credit rating on Teekay reflects the company's
favorable business position as the leading midsize Aframax crude-
oil tanker operator in the Indo-Pacific Basin, its strong market
share in the Atlantic-Aframax and North-Sea shuttle tanker
markets, and its fairly conservative financial policies. These
factors are offset by significant, but carefully managed, exposure
to the volatile tanker spot markets and active construction and
acquisition programs. Several of the company's directors supervise
Resolute Investments Inc., which controls about 40% of the
company's common stock through trusts.

At Dec. 31, 2003, Teekay's fleet consisted of 138 vessels, with 12
ships under construction as part of the company's continued vessel
replacement and growth program. The company's Aframax and shuttle
tanker fleets, comprised of 66 and 43 vessels, respectively, are
significantly larger than those of the next comparable
competitors. In the second half of 2003, Teekay invested
approximately $65 million to purchase 50% of Skaugen PetroTrans
and 2.9 million shares of A/S Dampskibsselskabet TORM. These
investments in lightering (the ship-to-ship transfer of oil)
companies expand the company's reach to a broader portion of the
petroleum distribution channel.


THOMPSON PRINTING: Taps Booker Rabinowitz as Bankruptcy Counsel
---------------------------------------------------------------
Thompson Printing Co., Inc., is seeking permission from the U.S.
Bankruptcy Court for the District of New Jersey to employ Booker,
Rabinowitz, Trenk, Lubetkin, Tully, Dipasquale & Webster, P.C., as
its counsel.

The professional services that Booker Rabinowitz will render to
the Debtor in this chapter 11 case, include:

   a. advising the Debtor with respect to the power and duties
      in the continued management of its properties and
      financial affairs as debtor, including the rights and
      remedies of the Debtor with respect to its assets and with
      respect to the claims of creditors;

   b. advising the Debtor with respect to preparing and
      obtaining approval of a Disclosure Statement and Plan, if
      appropriate;

   c. preparing on behalf of the Debtor, as debtor-in-
      possession, necessary applications, motions, complaints,
      answers, orders, reports and other pleadings and
      documents;

   d. appearing before this Court and other officials and
      tribunals, if necessary, and protecting the interests of
      the Debtor in federal, state and foreign jurisdictions and
      administrative proceedings;

   e. negotiating and preparing documents relating to the
      disposition of assets, as requested by the Debtor;

   f. advising the Debtor concerning the day-to-day operations
      of its business and the administration of its estate as
      debtor-in-possession; and

   g. performing such other legal services for the Debtor, as
      debtor-in-possession, as may be necessary and appropriate
      herein.

The professionals who will be responsible in this retention are:

      Name of Professional        Billing Rate
      --------------------        ------------
      Cory A. Booker              $325 per hour
      Jonathan I. Rabinowitz      $425 per hour
      Richard D. Trenk            $400 per hour
      Jay L. Lubetkin             $375 per hour
      Mary Ellen Tully            $345 per hour
      Joseph J. DiPasquale        $325 per hour
      Elnardo J. Webster II       $325 per hour
      Henry M. Karwowski          $290 per hour
      Joshua H. Raymond           $275 per hour
      Barry J. Roy                $250 per hour
      Gina R. Orosz               $250 per hour
      Shoshana Schiff             $215 per hour
      Joni Noble McDonnell        $190 per hour
      Paul J. Labov               $175 per hour

Other professionals' rates are:

      Law Clerk                   $135 per hour
      Paralegal                   $115 per hour

Headquartered in West Caldwell, New Jersey, Thompson Printing Co.,
Inc., is in the business of printing high end brochures for
Fortune 500 companies, among others.  The Company filed for
chapter 11 protection on March 4, 2004 (Bankr. N.J. Case No. 04-
17330).  Richard Trenk, Esq., at Booker, Rabinowitz, Trenk,
Lubetkin, Tully, DiPasquale & Webster, P.C., represents the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $603,508 in assets and
$6,467,533 in debts.


TOTAL CONTAINMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Total Containment, Inc.
        422 Business Center
        Oaks, Pennsylvania 19456

Bankruptcy Case No.: 04-13144

Type of Business: The Debtor offers a complete line of systems
                  and products for primary and secondary
                  containment of petroleum and alcohol-based
                  motor fuels, some of it which it manufactures,
                  and some of which it distributes for other
                  manufacturers.

Chapter 11 Petition Date: March 4, 2004

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Matthew A. Hamermesh, Esq.
                  Hangley Aronchick Segal & Pudlin
                  One Logan Square, 27th Floor
                  Philadelphia, PA 19103-6933
                  Tel: 215-496-7054

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature of Claim       Claim Amount
------                        ---------------       ------------
Murphy Oil USA, Inc.                                  $4,000,000
200 Peach Street
El Dorado, AK 71730

Pieces by OPW, Inc                                    $1,408,340
9393 Princeton-Glendale Rd.
PO Box 405003
Cincinnati, OH 452540-5003

Schnader Harrison Segal &     Trade                     $172,948
Lewis

Remcon Plastics               Trade                     $110,518

Stevens & Lee PC              Trade                     $106,449

Suburban Management Co.       Trade                      $93,500

PECO Maria Flick              Trade                      $88,350

Ashland Chemical Inc.         Trade                      $87,264

Volpe and Koenig, P.C.        Trade                      $82,143

Dupont Dow Elastomers L.L.    Trade                      $64,783

Honeywell International Inc.  Trade                      $63,307

Burr & Forman LLP             Trade                      $61,794

Ticona LLC                    Trade                      $59,192

Spartech Corporation          Trade                      $45,792

Pro-Manufactured Products     Trade                      $45,076

Custom Rubber Technologies,   Trade                      $40,381
LLC

AP Products                   Trade                      $35,234

Manchester Molding & Mfg. Co  Trade                      $34,464

Overnite Transportation Co.   Trade                      $33,568

Brandywine Valley Fabricators Trade                      $30,257


UAL CORP: Examiner Sides with Airline on Retiree Benefits Issue
---------------------------------------------------------------
An independent examiner Thursday found that United Airlines (OTC
Bulletin Board: UALAQ) told the truth when the company said it had
not made a decision to seek changes to retiree medical benefits
before July 1, contrary to allegations made by certain labor
leaders.

"I conclude that United's decision to seek section 1114 relief was
not made before July 1, 2003," the Examiner wrote in his report.
He also said, "I found no evidence to support the suggestion that
United had a financial incentive to induce flight attendants to
retire between May 1 and July 1, 2003."

"This makes clear what we said all along -- we told the truth,"
said Peter D. McDonald, executive vice president - operations.
"The allegations from the Association of Flight Attendants were a
distraction that led to a colossal waste of time and resources,
and the examiner's report is an emphatic repudiation of those
baseless claims."

The proposed modifications United is seeking are designed to bring
the medical benefits of those who retired prior to July 1, 2003,
more in line with future retirees and with the marketplace. The
company is beginning negotiations with retirees' authorized
representatives on necessary modifications to benefits, and looks
forward to moving ahead toward consensual agreements with
retirees.

                   About United Airlines

United, United Express and Ted operate more than 3,400 flights a
day on a route network that spans the globe. News releases and
other information about United may be found at the company's Web
site at http://www.united.com/


US AIRWAYS: Reaches Pact Resolving Four DFO Partnership Claims
--------------------------------------------------------------
DFO Partnership, the successor to Ford Motor Credit Company,
filed four proofs of claim in unliquidated amounts asserting
various tax indemnity claims relating to various aircraft.  To
settle the claims, the Reorganized US Airways Group Debtors and
DFP agree to allow the tax indemnity claims as general unsecured
Class USAI-7 claims with respect to these aircraft:

             Claim No.       Tail No.       Amount
             ---------       --------       ------
               5513           N404US      $3,172,572
               5514           N405US       3,172,572
               5523           N417US       3,172,572
               5524           N418US       3,172,572
                                         -----------
                       TOTAL             $12,690,288
                                         ===========

All other general unsecured claims by the DFO Partnership
relating to these aircraft are disallowed. (US Airways Bankruptcy
News, Issue No. 50; Bankruptcy Creditors' Service, Inc., 215/945-
7000)


WORKFLOW MGT: Int'l Shareholder Urges Clients to Vote For Merger
----------------------------------------------------------------
Workflow Management, Inc. (Nasdaq:WORK) announced that
Institutional Shareholder Services, Inc. ("ISS"), a leading
provider of proxy advisory services to over 700 institutional
investors, mutual funds and other fiduciaries has recommended to
its clients that they vote FOR the agreement and plan of merger
between Workflow Management, Inc. and WF Holdings, Inc., an entity
formed and controlled by Perseus, L.L.C. and The Renaissance
Group, LLC.

Gerald F. Mahoney, Chairman and Interim CEO of Workflow stated,
"We are gratified to hear that ISS, the influential shareholder
advisory firm, has issued a report urging our stockholders to vote
FOR the merger. They recognize the lengthy and exhaustive process
undertaken by the Board of Directors to arrive at an offer that is
in the best interests of our stockholders and note that the cash
consideration is at a 29% premium to the stock price at the time
of the Company's announcement that we were seeking strategic
alternatives."

The ISS report noted, "The proposed transaction is the result of
an auction process conducted by the board. There is no evidence
indicating that the board did not fulfill its fiduciary duty in
the sale process. Nevertheless, the merger consideration is at the
low end of the valuation ranges provided by the advisor,
reflecting the company's debt burden and the difficulty in
securing refinancing. Ultimately, there is significant bankruptcy
risk posed in case the merger is not completed. Therefore, we
recommend that shareholders vote in favor of the merger."

Mr. Mahoney continued, "The special meeting of stockholders
convenes on March 30, 2004 and time is now very short. We urge all
stockholders who have not yet done so to vote FOR the merger
transaction today."

If stockholders need help in voting their shares, they may call
proxy solicitor, MacKenzie Partners, Inc. toll-free at (800) 322-
2885 or collect at (212) 929-5500.

               About Workflow Management, Inc.

Workflow Management, a leading provider of end-to-end print
solutions with consolidated revenues of $622.7 million for its
fiscal year ended April 30, 2003, employs approximately 2,700
persons and operates throughout the United States, Canada and
Puerto Rico with 52 sales offices, 12 manufacturing facilities,
and 14 warehouses and distribution centers. Company management
believes that the Company's services, from production of logo-
imprinted promotional items to multi-color annual reports, have a
reputation for reliability and innovation. Workflow's complete set
of solutions includes document design and production consulting;
full-service print manufacturing; warehousing and fulfillment; and
one of the industry's most comprehensive e-procurement, management
and logistics systems. Through custom combinations of these
services, the Company can deliver substantial savings to customers
- eliminating much of the hidden cost in the print supply chain.
By outsourcing print-related business processes to Workflow
Management, customers may streamline their operations and focus on
their core business objectives. For more information, go to the
Company's Web site at http://www.workflowmanagement.com/  


WORLDCOM INC: Reaches AT&T Dispute Settlement & Compromise
----------------------------------------------------------
To reconcile competing contractual claims and debts as well as
legal disputes, Judge Gonzalez approves the Worldcom Debtors'
settlement agreement with AT&T Corporation.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP, in
Houston, Texas, recounts that the Debtors and AT&T were involved
in significant commercial and legal disputes.  The commercial
disputes include certain executory contracts pursuant to which
the parties provide services and furnish facilities to one
another, including agreements and arrangements for the provision
of switched access service to the other.  There is also a
significant contractual dispute between AT&T and the Debtors
arising over the provision of switched access relating to certain
"UNE-P" services before January 26, 2004.  On account of the
Executory Contracts, the Debtors owe AT&T $100,000,000, and AT&T
owes the Debtors $220,000,000.  The parties dispute most of these
amounts.

The parties' legal disputes arose from an action filed by AT&T
asserting racketeering and fraud claims against MCI and others,
seeking monetary damages and injunctive relief, before the U. S.
District Court for the Eastern District of Virginia.  The Debtors
sought sanctions against AT&T for contempt.  The Debtors asserted
that:

   (a) the commencement of the Virginia Action is proscribed by
       the automatic stay imposed by Section 362(a) of the
       Bankruptcy Code;

   (b) the allegations in the Virginia Action are based on
       primarily prepetition actions; and

   (c) AT&T was required to seek the permission of the Bankruptcy
       Court before filing the Virginia Action.

On October 30, 2003, the Bankruptcy Court stayed the Virginia
Action pending further consideration.

Aside from these disputes, the Debtors also have potential
preference actions and claims against AT&T.

The Debtors and AT&T have diligently and in good faith resolved
the disputes on these terms and conditions:

A. The Parties exchange mutual releases:

   (a) AT&T releases the Debtors from any claims including
       contract and lease rejection damages under any legal
       theory, including without limitation the Virginia Action;
       and  

   (b) The Debtors release AT&T from any Claims, including any
       claims arising from the Contempt Motion.

   However, nothing will release, remise or discharge any of the
   Debtors' or AT&T's Claims arising under the Settlement
   Agreement.  Any Claims for services that were not invoiced as
   of October 10, 2003, which would be invoiced after October 10,
   2003 in the ordinary course of business, are not released and
   will be invoiced and paid in the ordinary course as if the
   Settlement Agreement and plan of reorganization had not
   occurred.  Nothing releases any Claims that AT&T collects
   solely in its capacity as agent for non-affiliated third
   parties;

B. AT&T agrees and acknowledges that no cure payment is due on
   account of any Executory Contract assumed or to be assumed by
   the Debtors;

C. Each of the Debtors, on behalf of itself and its estates in
   bankruptcy, will be deemed to have released, remised and
   forever discharged any and all Claims against AT&T under
   Chapter 5 of the Bankruptcy Code, including without limitation
   any and all Claims arising under Sections 542, 544, 545, 547,
   548, 549, 550 or 553 for turnover or to avoid or recover any
   transfers or obligations;

D. AT&T will dismiss the Virginia Action with prejudice;

E. The Debtors will dismiss with prejudice the Contempt Motion.
   The discretionary stay imposed by the Bankruptcy Court will
   terminate; and

F. To reconcile and resolve the "UNE-P" Dispute, the Parties
   agreed that:

   (a) For invoices rendered during the period October 10, 2003
       through February 10, 2004, all "UNE-P" delivered switched
       access will be charged and paid in accordance with the
       contract rates contained in the National Services
       Agreement, as amended, between MCI Metro Access
       Transmission Services, Inc. and AT&T Communications, Inc.
       dated November 1, 1996 or the Switched Access Services
       Agreement, as amended, between AT&T Corp. and MCI WorldCom
       Network Services, Inc. dated July 23, 1998.  To the extent
       the switched access services were provided for the period
       October 10, 2003 through February 10, 2004 but were not
       invoiced during that period, the services will be invoiced
       and paid at the rates contained in the 2004 Contracts;

   (b) Any overpayment or over-billing from October 10, 2003
       through February 10, 2004 by either party in connection
       with switched access services delivered by UNE-P access
       lines -- where the billings or payments were made at per
       minute of use rates exceeding the rates stated in the NSA
       or the SASA -- a credit in the amount of the overpayment
       will be issued as soon as practicable.  To the extent the
       switched access services were provided for the period
       October 10, 2003 through February 10, 2004 but were not
       invoiced during that period, these services will be
       invoiced and paid at the rates set forth in the 2004
       Contracts;

   (c) The Debtors and AT&T will enter into new 2-year bilateral
       switched access contracts which will become effective as
       of January 27, 2004;

   (d) In connection with the 2004 Contracts, AT&T will pay the
       Debtors a one-time non-recurring charge of $3,000,000; and

   (e) All switched access relating to "UNE-P" services provided
       after January 26, 2004 will be invoiced and billed in
       accordance with the rates in the 2004 Contracts.

Judge Gonzalez modifies the automatic stay to allow the Debtors
and AT&T to make the payments and effectuate the set-offs
provided for in the Settlement Agreement.

Headquarterd in Clinton, Mississippi, WorldCom, Inc., --
http://www.worldcom.com-- is a pre-eminent global communications  
provider, operating in more than 65 countries and maintaining one
of the most expansive IP networks in the world.  The Company filed
for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y. Case
No. 02-13532).  On March 31, 2002, the Debtors listed
$103,803,000,000 in assets and $45,897,000,000 in debts. (Worldcom
Bankruptcy News, Issue No. 49; Bankruptcy Creditors' Service,
Inc., 215/945-7000)  


W.R. GRACE: Neutocrete Wants to Defend Grace Lawsuit
----------------------------------------------------
On October 17, 2002, W.R. Grace & Co. filed a complaint before the
Superior Court of the State of Connecticut, Judicial District of
Litchfield, against Neutocrete Products, Inc., seeking
$112,636.70 in damages because of Neutocrete's alleged failure to
pay for the product provided to it by Grace under a written
agreement for the period from January 23, 2002 to June 4, 2002.  
Neutocrete believes that it has defenses to all claims alleged by
Grace as well as a counterclaim against Grace.  Due to the
imposition of the automatic stay, Neutocrete has been unable to
defend and assert its counterclaim against Grace in the state
court action.

Accordingly, Neutocrete asks Judge Fitzgerald to lift the
automatic stay so it may assert defenses and counterclaims in the
forum chosen by Grace to litigate its claim.

Neutocrete alleges that the batches of the product it bought
between 1999 and 2002 from Grace were deficient in the amount of
product contained in each bag and in the mixture used to make the
product.  As a result of the deficiencies, Neutocrete and its
related entities are entitled to damages arising from the
shortage of materials, fraud, violation of the Connecticut Unfair
Trade Practices Act, indemnification for repairs and lost sales,
and loss of reputation and good will.  Neutocrete asserts
$2,857,803 in total damages.

                         Debtors Object

On the Debtors' behalf, David W. Carickhoff, Esq., at Pachulski
Stang Ziehl Young Jones & Weintraub PC in Wilmington, Delaware,
relates that the Debtors supplied Neutocrete with a lightweight
concrete product to Neutocrete's specifications.  Neutocrete
reported problems that allegedly arose during its application of
the product, and the Debtors attempted to provide technical
assistance regarding the proper use of the product.

                    It's All Neutocrete's Fault

Mr. Carickhoff asserts that Neutocrete did not follow the
Debtors' instructions and continued to report problems with the
product.  Neutocrete then stopped the payment on checks they had
tendered to the Debtors in exchange for the product that had
already been supplied.  In response to Neutocrete's failure to
make timely payments, the Debtors threatened to stop supplying
Neutocrete with additional product until they were fully paid.  
At that time, Neutocrete assured the Debtors that they would be
paid in full for the delivered product, and gave the Debtors a
check for $60,000 -- a check on which Neutocrete subsequently
stopped the payment.  The Debtors eventually stopped doing
business with Neutocrete and referred Neutocrete's delinquent
account to NCO Financial Services, Inc., their collection agent,
to recover the delinquent payments.

In October 2002, NCO Financial Services commenced the state court
action on the Debtors' behalf to recover the unpaid, postpetition
invoices totaling $112,637.  According to Mr. Carickhoff, NCO
Financial Services was simply trying to collect unpaid invoices
and had no reason to believe that Neutocrete would assert
extensive counterclaims.  NCO Financial Services is not trained
in the nuances of bankruptcy law and did not realize that the
state court action might give Neutocrete cause to assert
prepetition claims against the Debtors in a forum outside of
their Chapter 11 cases.

                   Debtors Withdraw Complaint

Mr. Carickhoff advises Judge Fitzgerald that the Debtors are not
in a position at this time to expend resources that would be
required to adequately defend themselves against Neutocrete's
claims.  Therefore, the Debtors have decided not to pursue their
collection action at this time.  The Debtors withdraw their
complaint in the state court.

Since Neutocrete has not alleged any reason -- other than the
need to assert prepetition counterclaims in their defense of the
Debtors' collection action -- why the Debtors should be forced to
defend against its counterclaims, the stay should remain in
force.  By filing proofs of claim in the Debtors' Chapter 11
cases, Mr. Carickhoff says that Neutocrete has already pursued
the appropriate course for the preservation and resolution of its
alleged claims against the Debtors.

The Debtors are currently examining the proofs of claim that were
filed against their bankruptcy estates, and will be prepared to
raise any potential objection to Neutocrete's claims in the near
future.  As a result, the Debtors ask Judge Fitzgerald to deny
Neutocrete's request and allow them to address Neutocrete's
claims in the context of their claims resolution process. (W.R.
Grace Bankruptcy News, Issue No. 57; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


* Susan Kohlmann Joins Pillsbury's NY Office as Managing Partner
----------------------------------------------------------------
Pillsbury Winthrop LLP has elected a new four-person management
committee at its New York office, led by Susan Kohlmann as
managing partner. A litigator with significant experience in
intellectual property matters, Kohlmann, 46, takes over from
Donald Kilpatrick, who resumes his active corporate practice as
head of the corporate & securities department in New York and
firmwide head of the M&A team.

Joining Kohlmann in overseeing operations and growth in New York
are partners Andrew Bernstein, 41 (employment), Robin Spear, 48
(corporate) and Kenneth Taber, 47 (litigation).

The appointments come as the firm is settling into new high-tech
offices in New York, having relocated in January from Battery Park
to Times Square. Pillsbury Winthrop, whose history in New York
dates to 1868, now occupies seven floors and 180,000 square feet
at the Bertelsmann Building located at 1540 Broadway. The firm has
leased sufficient space to greatly expand the size of the New York
office following the most profitable year in the history of both
the New York office and the firm.

"This is an exciting period for our New York practice, which has
opened a prominent new home in the heart of Times Square, with
substantial room to grow," says Chair Mary Cranston. "We have a
strong management team who bring broad-based practice skills and
proven leadership to their new roles. Their appointment promises
strong stewardship at a time when New York's corporate base and
financial markets are again undergoing a major resurgence."

Cranston notes that several of Pillsbury Winthrop's firmwide
practice sections are chaired or co-chaired by New York partners:
corporate & securities (David Falck, co-chair); employment and
labor (Richard Block, co-chair); executive compensation and
benefits (Susan Serota, chair); finance (Michael Schumaecker,
chair); individual client services (Elizabeth Fry, co-chair);
insolvency, creditors rights and bankruptcy (Leo Crowley, co-
chair); and litigation (John Pritchard, chair).

"We are excited about opening this new chapter in our 135-year
history. We look forward to another century of working at the
center of the world's financial and media markets," says Kohlmann,
who has been with the firm since 1982. "While Pillsbury Winthrop
is an international firm, it remains very much a New York law firm
as well -- our practice and our attorneys are rooted in the city's
economic and cultural life. We feel we have a terrific base from
which to continue building what is already a top-tier, multi-
practice office," she adds.

Through its predecessor firms, Pillsbury Winthrop has had an
historic relationship with New York City, including the
development of Wall Street as a financial center. The firm opened
its first office at the base of lower Manhattan in 1868. Among the
well-known political and judicial figures who practiced at the
firm were U.S. Senator and Secretary of State Elihu Root, U.S.
Secretary of War and Secretary of State Henry L. Stimson, and U.S.
Supreme Court Justice Felix Frankfurter.

Five Pillsbury Winthrop partners have served as President of the
Association of the Bar of the City of New York, including current
City Bar president, the Honorable E. Leo Milonas. Milonas spent 16
years as Associate Justice of the Appellate Division of the
Supreme Court of the State of New York, First Department and as
Chief Administrative Judge of the State of New York. Since coming
to Pillsbury in 1999, he has concentrated on complex civil
litigation and appeals, as well as alternative dispute resolution.

The New York office has a number of vibrant areas of practice,
including capital markets and finance, litigation, employment and
labor, executive compensation and benefits, insolvency,
restructuring and bankruptcy, individual client services, real
estate and tax. Its clients range from key players in the
financial services and global energy sectors to technology
companies and private equity firms.

The New York white collar group includes three former Assistant
U.S. Attorneys from the Southern District of New York -- Philip
Douglas, Maria Galeno and Mark Hellerer. Hellerer served as chief
of the Major Crimes Unit. Another recent addition to the
securities litigation group is Janet Broeckel, formerly senior
counsel in the Enforcement Division of the Securities and Exchange
Commission.

"We have a tremendous roster of talent in our office, and we are
hoping to be a very active recruiter at both the partner and
associate levels as the economy continues to improve," according
to Kohlmann.

The move to managing partner adds to Kohlmann's resume of
leadership roles at Pillsbury Winthrop. She has previously served
as co-chair of the firm's global intellectual property section and
has been active in associate development matters on a Firm-wide
level. She has directed complex class actions and securities
litigation and has handled trademark, copyright, trade secret and
e-commerce matters. Among her many litigation matters, Kohlmann
has represented the estate of a major twentieth century artist;
helped direct a multi-hundred million dollar case against a
nuclear power plant supplier; and prosecuted claims on behalf of
the largest purchaser of WPPSS bonds.

Kohlmann received her J.D. from Columbia University School of Law
(1982) where she was the recipient of the Jane Marks Murphy Prize
and was Casenote/Comment Editor for the Columbia Journal of
Transnational Law. She earned her B.A. from Yale University
(1979). She has been published widely on IP issues, also writing
frequently on various aspects of cyberlaw.

Pillsbury Winthrop LLP is an international law firm with core
practice areas in capital markets, financial services, litigation,
intellectual property, global energy, real estate and technology.
The firm has 16 offices worldwide. For further information please
visit http://www.pillsburywinthrop.com/  


* BOND PRICING: For the week of March 22 - 26, 2004
---------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21    40
Adelphia Communications                6.000%  02/15/06    41
American & Foreign Power               5.000%  03/01/30    70
Best Buy                               0.684%  06/27/21    72
Burlington Northern                    3.200%  01/01/45    59
Calpine Corp.                          7.750%  04/15/09    71
Calpine Corp.                          7.875%  04/01/08    73
Calpine Corp.                          8.500%  02/15/11    73
Calpine Corp.                          8.625%  08/15/10    73
Comcast Corp.                          2.000%  10/15/29    40
Cummins Engine                         5.650%  03/01/98    75
Cox Communications Inc.                2.000%  11/15/29    37
Delta Air Lines                        7.900%  12/15/09    66
Delta Air Lines                        8.000%  06/03/23    73
Delta Air Lines                        8.300%  12/15/29    57
Delta Air Lines                        9.000%  05/15/16    60
Delta Air Lines                        9.250%  03/15/22    59
Delta Air Lines                        9.750%  05/15/21    60
Delta Air Lines                       10.000%  08/15/08    73
Delta Air Lines                       10.125%  05/15/10    69
Delta Air Lines                       10.375%  02/01/11    74
Delta Air Lines                       10.375%  12/15/22    62
Elwood Energy                          8.159%  07/05/26    70
Exide Corp.                            2.900%  12/15/05     3
Federal-Mogul                          7.500%  01/15/09    26
Fibermark Inc.                        10.750%  04/15/11    55
Finova Group                           7.500%  11/15/09    62
Foamex L.P.                            9.875%  06/15/07    69
General Physics                        6.000%  06/30/04    52
Goodyear Tire                          7.000%  03/15/28    75
Inland Fiber                           9.625%  11/15/07    57
Level 3 Communications                 6.000%  09/15/09    61
Levi Strauss                           7.000%  11/01/06    75
Levi Strauss                          12.250%  12/15/12    75
Liberty Media                          3.750%  02/15/30    71
Lucent Technologies                    6.450%  03/15/29    74
Mirant Americas                        7.200%  10/01/08    72
Mirant Americas                        7.625%  05/01/06    72
Mirant Americas                        8.300%  05/01/11    71
Mirant Americas                        9.125%  05/01/31    72
Northern Pacific Railway               3.000%  01/01/47    57
Oakwood Homes                          7.875%  03/01/04    40
Oakwood Homes                          8.125%  03/01/09    49
Osprey Trust                           7.797%  01/15/03    37
Select Notes                           5.700%  06/15/33    75
Universal Health Services              0.426%  06/23/20    60
Werner Holdings                       10.000%  11/15/07    75

                           *********

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 ***