TCR_Public/040324.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, March 24, 2004, Vol. 8, No. 59

                           Headlines

A-PLUS GALVANIZING: Hires Norton Wasserman as Special Counsel
ADELPHIA COMMS: Court Okays Proposed Asset Abandonment Procedures
ADELPHIA: Entercom Buys WNSA-FM Station in Buffalo, NY for $9 Mil.
AERO CORP: S&P Cuts Corporate Credit Rating to B+ & Removes Watch
ALBERTA TRADING: Isramco to Acquire Luxury Cruise Liner for $8MM

AIR CANADA: 1022772 Alberta & HSBC Press for Aircraft Rent Payment
AIR CANADA: Ontario Court Approves Airbus Agreement
AIR CANADA: Pilot Groups' Aircraft Allocation Agreement Ratified
APPLIED EXTRUSION: Amends $100M Credit Facility with GE Commercial
ASSURANCE LENDING: Case Summary & 20 Largest Unsecured Creditors

ATS LIQUIDATING: Preclinical Trial Results Show Anginera is Safe
BUDGET GROUP: Files Second Amended Plan and Disclosure Statement
BUDGET HOST FLAMINGO: Voluntary Chapter 11 Case Summary
CALPINE GENERATING: S&P Rates Corp. Debt at B with Neg. Outlook
CARDIAC SCIENCE: PwC Maintains Going Concern Qualification at 2003

CINCINNATI BELL: December 31 Insolvency Narrows to $679.4 Million
CLOVIS LAKES: Wants Okay to Employ Dennis Bean as Tax Accountants
COLLIN CREEK: Case Summary & 20 Largest Unsecured Creditors
CONMACO/RECTOR: Section 341(a) Meeting Slated for April 5, 2004
COVANTA ENERGY: Court Approves Merrill Lynch Commitment Terms

DELCO REMY: Mexico Joint Venture Settlement Pegged at $18 Million
DELTA AIR: S&P Junks Two Related Synthetic Deals & Removes Watch
DII INDUSTRIES: Court Gives Nod on Lloyd's London Settlement Deal
DOBSON COMMS: Amends Credit Agreement and Files Annual Report
DOBSON: Declares Series F Convertible Preferred Stock Dividend

DOBSON: 12-1/4% Preferred Stock Cash Dividend Payable on Apr. 15
ENRON CORP: Wants Court Approval of Prisma Separation Agreement
FACTORY 2-U: Hires Norman Dowling as Chief Financial Officer
GENESIS HEALTH: Neighborcare Execs Disclose Common Stock Ownership
GLOBAL CROSSING: Enters Into Stipulation Settling Amdocs' Claims

HAYES LEMMERZ: HLI Trust Moves to Compel Nomura to Produce Docs
HERCULES INC: S&P Revises Outlook on Low-B Ratings to Stable
KAISER: Alumina Supply Pact with Pechiney Remains Valid Until 2006
LONDON & SCOTTISH ASSURANCE CORP: Section 304 Petition Summary
LORAL SPACE: Inks Satellite Leasing Accord with StarBand

LYONDELL CHEMICAL: Will Release Q1 2004 Results on April 22
MAXWORLDWIDE INC: Plans to Deregister Common Stock with SEC
MEDIA 100: Files for Chapter 11 to Facilitate Optibase Acquisition
MEDIA 100 INC: Case Summary & 20 Largest Unsecured Creditors
MIRANT CORP: Entergy Asks Court to Lift Stay to Set Off Claims

MONET MOBILE: Edmund Wood Appointed as Chapter 11 Trustee
NAT'L CENTURY: Los Angeles Clinic Sale Bidding Procedures Approved
NET PERCEPTIONS: Rejects Obsidian's Further Revised Exchange Offer
NEXTEL COMMS: S&P Raises Corporate Credit Rating to BB+ from BB-
OAKWOOD HOMES: Says Majority of Creditor Classes Support Plan

OMEGA HEALTHCARE: S&P Assigns BB- Rating to New Senior Notes
OMNOVA SOLUTIONS: Posts $5.5 Mil. Net Loss for First Quarter 2004
OMT INC: Engages Vencorp Capital to Raise Additional Financing
PARMALAT: Stremicks Wants Milk Products' Ch. 11 Petition Dismissed
PILLOWTEX CORP: Employing Ellis & Winters as Special Counsel

PREMIER FREIGHTLINER: Case Summary & Largest Unsecured Creditors
PROXIM CORP: Auditors Issue Going Concern Opinion in 2003 Report
RELIANCE: Asks Court to Extend Plan Deadline to July 28
SAMSONITE: Reports Stronger 4th Quarter & Annual Operating Results
STELCO INC: Ontario Superior Court Upholds Insolvency Ruling

SURE FIT: Asks to Continue Employing Ordinary Course Professionals
TALKPOINT COMMS: Sells All Assets to TalkPoint Holdings LLC
TENFOLD: Auditors Take Back Going Concern Qualification
UNITED AIRLINES: Examiner Retains Katten Muchin as Counsel
US AIRWAYS: Inks Stipulation Resolving Four Boeing Claims

U.S. ONCOLOGY: S&P Places Low-B Ratings on CreditWatch Negative
USG CORP: Asbestos Committee Retains Hamilton as Consultant
VALLEJO UNIFIED: S&P Places Lowered Ratings on Watch Negative
VELTRI METAL: Selling U.S. & Canada Assets to Flex-N-Gate & Ventra
WATERFORD ON LAKE: Case Summary & 6 Largest Unsecured Creditors

WELLSFORD: Fails to Make Scheduled Debt Payment on $64MM Loan
WILLIAM CARTER: Improved Financial Profile Prompts S&P's Upgrade
WORLDCOM: Court Allows Intermedia-Digex Sublease Pact Termination

* FindProfit.com Provides Investment Coverage of Telecom Stocks
* Fraser Report Underscores Challenge Facing Ontario Hospitals
* Foreclosures.com Says Strong Markets Help Distressed Homeowners

* Upcoming Meetings, Conferences and Seminars

                           *********

A-PLUS GALVANIZING: Hires Norton Wasserman as Special Counsel
-------------------------------------------------------------
A-Plus Galvanizing, Inc., wants permission from the U.S.
Bankruptcy Court for the District of Kansas to hire Kenneth W.
Wasserman, Esq., at Norton, Wasserman, Jones & Kelly as its
special counsel.

Mr. Wasserman's professional services will include general
corporate legal services, as well as assisting the Debtor in
continued negotiations with:

      a) Gas Service Company over service contracts;
      b) Kansas Venture;
      c) A.B.C.O. Leasing, Inc.;
      d) ALLCO Enterprises, Inc.;
      e) Summit Leasing, Inc.; and
      f) T & W Financial Services Co.

The Debtor reports that Mr. Wasserman has represented it
prepetition and is familiar with the company's business.  
Mr. Wasserman bills $200 per hour for his legal services.  The
Debtor points out that the cost of obtaining alternate counsel
unfamiliar with its business would be significantly higher.

Headquartered in Salina, Kansas, A-Plus Galvanizing Inc., --  
http://www.aplusgalv.com/-- is a galvanizing facility that  
operates the largest no-lead zinc kettle. The Company filed for
chapter 11 protection on February 16, 2004 (Bankr. Kansas Case No.
04-10599).  Edward J. Nazar, Esq.. at Redmond & Nazar LLP
represents the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed  
$11,360,757 in total assets and $14,636,715 in total debts.


ADELPHIA COMMS: Court Okays Proposed Asset Abandonment Procedures
-----------------------------------------------------------------
Before Petition Date, Adelphia Communications frequently abandoned
or donated to charitable organizations assets no longer useful to
them in the operation of their businesses.  The assets include
real property, excess, broken, decommissioned and obsolete
fixtures and equipment, and other personal property and interests
in property they obtained in connection with business
combinations and corporate acquisitions.

To avoid the unnecessary costs and delays imposed by seeking
Court authorization for each proposed donation or abandonment of
property, the ACOM Debtors desire to donate or abandon the
property or interests in property, in accordance with prior
practice without the need to obtain further Court approval.

Accordingly, the ACOM Debtors sought and obtained the Court's
authority under Sections 105(a) and 554(a) of the Bankruptcy Code
to donate or abandon personal property that is of inconsequential
or no value and benefit to the estates, all consistent with their
prepetition practices and without the need for obtaining further
Court approval on a case-by-case basis.

The ACOM Debtors intend to take reasonable steps to sell personal
property that is not needed in their ongoing businesses and
reorganization efforts.  However, certain of the properties may
be of inconsequential or no value to the estates.  An antiquated
equipment or non-repairable equipment may yield little or no net
benefit in a sale, as the costs associated with the sale may
exceed the proceeds.

Moreover, the ACOM Debtors may be unable to locate buyers for
assets that are damaged or that are on premises that the Debtors
no longer use.  The costs associated with the maintenance and
storage of the useless equipment and unused assets are an
unnecessary burden to the estates.  Thus, the Debtors propose to
either abandon these assets or to donate the equipment and assets
to charitable organizations in accordance with the Debtors' past
practices, without further Court order.

Prior to donating or abandoning property:

   (1) The ACOM Debtors will provide 10 days' written notice, by
       electronic mail, fax or hand delivery, to:

       (a) the Office of the United States Trustee for the
           Southern District of New York;

       (b) counsel for the Committee of Unsecured Creditors and
           the Committee of Equity Security Holders;

       (c) counsel for the agents for the prepetition lenders;

       (d) counsel for the agent for the debtor-in-possession
           lenders; and

       (e) any party known to the ACOM Debtors as having an
           interest in the property to be abandoned or donated.

   (2) As required by Rule 6007-1 of the Local Rules of
       Bankruptcy Practice and Procedures of the United States
       Bankruptcy Court for the District of New York, the Notice
       will include:

       (a) a description of the property to be abandoned or
           donated;

       (b) the reason for the abandonment or donation;

       (c) the name of the applicable ACOM Debtor;

       (d) any party known to the ACOM Debtors as having an
           interest in the property to be abandoned or donated;
           and

       (e) if applicable, the entity to which the personal
           property is to be donated;

   (3) The Notice Parties will have five business days from the
       date on which the Notice is sent to object to, or request
       additional time to evaluate, the proposed abandonment or
       donation.  Any objection or request should be in writing
       and delivered to the ACOM Debtors' counsel, Willkie Farr &
       Gallagher LLP.  If no written objection or written request
       for additional time is timely submitted, the ACOM Debtors
       will be authorized to abandon or donate the property
       immediately.  If any Notice Party provides a written
       request to the ACOM Debtors' counsel for additional time
       to evaluate the proposed abandonment or donation, the
       Notice Party will have an additional 10 calendar days to
       object to the proposed abandonment or donation;

   (4) The ACOM Debtors and the objecting Notice Party will use
       good faith efforts to resolve any timely submitted
       objections.  If the ACOM Debtor and the objecting Notice
       Party are unable to achieve a consensual resolution, the
       ACOM Debtors will not proceed with the proposed
       abandonment or donation pursuant to these procedures but
       may seek Court approval of the proposed abandonment or
       donation upon an expedited notice and a hearing, subject
       to the Court's availability;

   (5) The ACOM Debtors, in their sole discretion, may seek Court
       approval at any time of any proposed abandonment or
       donation upon notice and a hearing; and

   (6) On a quarterly basis, the ACOM Debtors will file with the
       Court reports of all abandonment or donations they made
       during the quarter.  The Quarterly Reports will set forth
       a description of the property, the reason for the donation
       or abandonment, and, if applicable, the party to which the
       property was donated, and the ACOM Debtors will serve
       copies of the Quarterly Reports on:

       (a) the U.S. Trustee;

       (b) counsel for the Committees;

       (c) counsel for the agent for the DIP Lenders;

       (d) counsel for the agents for the Prepetition Banks; and

       (e) any party known to the ACOM Debtors as having an
           interest in the property being abandoned or donated.
           (Adelphia Bankruptcy News, Issue No. 54; Bankruptcy
           Creditors' Service, Inc., 215/945-7000)


ADELPHIA: Entercom Buys WNSA-FM Station in Buffalo, NY for $9 Mil.
------------------------------------------------------------------
Entercom Communications Corp. (NYSE:ETM), on March 8, 2004, signed  
a definitive agreement to acquire radio station WNSA-FM, in
Buffalo, NY, from Adelphia Communications Corporation for $9
million and will also pick up the Buffalo Sabres radio rights in
this market. This transaction is subject to a final approval by
the Federal Bankruptcy Court that is overseeing Adelphia's assets,
as well as the usual FCC approval.

Also, Entercom announced the signing of a definitive agreement to
acquire radio station WWRX-FM, in Providence, RI, from FNX
Broadcasting for $14.5 million. Entercom has entered into a Time
Brokerage Agreement effective May 1, 2004 to operate the station.
The acquisition is subject to FCC approval, which is expected in
the second quarter. Entercom plans to simulcast WEEI-AM Sports
Radio Boston with some programming unique to Providence on WWRX-
FM.

David J. Field, Entercom's President and Chief Executive Officer,
stated: "We are pleased to be able to extend the powerful WEEI
Sports Radio brand, bringing leading coverage of New England
sports and provocative sports talk into the Providence area. WEEI,
Boston, is the nation's leading sports talk radio station and has
an extremely strong following throughout the northeast."

Julie Kahn, Vice President and General Manager of WEEI-AM stated:
"The WEEI program team is excited about adding coverage in
Providence and we look forward to soon welcoming Providence sports
fans to the station."

Entercom is the nation's fourth largest radio broadcaster,
operating in Boston, Seattle, Denver, Portland, Sacramento, Kansas
City, Milwaukee, Norfolk, New Orleans, Memphis, Buffalo,
Greensboro, Rochester, Greenville/Spartanburg, Wilkes-
Barre/Scranton, Wichita, Madison, Gainesville/Ocala and
Longview/Kelso, WA.


AERO CORP: S&P Cuts Corporate Credit Rating to B+ & Removes Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Indianapolis, Ind.-based Aearo Corp. to 'B+' from 'BB-'
and removed it from CreditWatch, where it was placed on March 12,
2004. Standard & Poor's also lowered its other ratings on the
company and removed them from CreditWatch.

At the same time Standard & Poor's assigned its 'B+' senior
secured bank loan rating to the company's proposed $175 million
credit facilities due in 2011. The recovery rating is '3',
indicating the likelihood of meaningful recovery in the event of a
default. The rating on the bank line does not include up to $60
million from an uncommitted incremental term loan. Also, Standard
& Poor's assigned its 'B-' subordinated debt rating to the
company's proposed offering of $175 million senior subordinated
notes due in 2012 under Rule 144A with registration rights.
Standard & Poor's will withdraw its bank loan and subordinated
debt ratings on the company's existing debt when the deal closes,
which is expected to occur in early April 2004.

"The downgrade resulted from the pending buyout of the company by
Bear Stearns Merchant Banking for $385 million, including the
assumption of debt and excluding fees," said Standard & Poor's
credit analyst John Sico. "Pro forma for the buyout, total debt to
EBITDA is about 5x, compared to about 4x prior to the
transaction."

The outlook is stable on Aearo, which has rated debt of $350
million. Aearo is a leader in the hearing, eye, face, head, and
respiratory segments of the personal protection equipment market,
with sales of $330 million for the 12 months ended December 2003.

The company's proposed $175 million credit facilities due in 2011
are comprised of two parts. The $50 million revolving credit
facility matures in 2010 and the $125 million term loan matures in
2011. The facility is secured by essentially all of the assets of
the company and guaranteed by its domestic subsidiaries and, to
the extent allowable, by its non-U.S. subsidiaries. The rating on
the bank line does not include up to $60 million from an
uncommitted incremental term loan.

"Continued disciplined focus on internal growth, niche market
positions, good operating margins, and satisfactory cash flow
protection should allow the company to sustain its credit quality
at a level appropriate for the rating. The rating does not
incorporate any significant acquisitions," Mr. Sico said.


ALBERTA TRADING: Isramco to Acquire Luxury Cruise Liner for $8MM
----------------------------------------------------------------
Isramco, Inc., (Nasdaq: ISRL) announced that it successfully bid
for a luxury cruise liner at an auction held on March 19, 2004
under order of the United States Bankruptcy Court, Southern
District of Florida. The Court entered an order on March 19, 2004
authorizing the sale to the Company of the cruise liner, on an as
is basis and free and clear of all liens and claims, for a
purchase price of $8,050,000. The Company is required to
consummate the purchase of the vessel by March 29, 2004.

The vessel, a Bahamas flagged ship, contains 270 passenger cabins
spread out over nine decks. The vessel was built in France in 1973
and was purchased in 1999 by Alberta Trading Company, the debtor-
in-possession. The vessel was converted into a luxury cruise liner
from a passenger/car ferry in 2000 at a cost of approximately
$18.5 million and, up until January 2004, has been used as a
luxury cruise liner.

The Company intends to pay the purchase price from a combination
of internal working capital and the proceeds of a commercial loan.
The Company and a commercial bank have reached a non-binding
agreement-in-principle for a five-year loan of approximately $5
million, to be secured by a lien on the vessel and a corporate
guarantee of the Company. Additionally, the Company estimates that
it will need to expend an additional $750,000 for dry-docking,
repairs and related costs. The Company is currently in discussions
with several luxury cruise operators for the purpose of
commercially leasing the vessel. No assurance can be given that
the Company will be able to conclude any leasing arrangement on
commercially acceptable terms.


AIR CANADA: 1022772 Alberta & HSBC Press for Aircraft Rent Payment
------------------------------------------------------------------
Air Canada leases a Boeing 767-233 aircraft, MSN 22526, FIN 610,
Registration C-GAVA, under a May 19, 1988 Aircraft Operating
Lease with Citibank Canada Leasing Inc.  The Lease includes two
JT9D aircraft engines, serial numbers P709648 and P708673,
manufactured by Pratt & Whitney.

By Agreement of Assignment and Sale dated May 19, 1988, Canada
Trustco Mortgage Company acquired a 90.8754% ownership interest
in the FIN 610 Lease from Citibank Canada Leasing.  By Agreement
of Assignment and Sale dated June 1, 1988, HSBC Bank Canada,
formerly known as Hong Kong Bank Canada Leasing, Ltd., acquired a
9.1246% ownership interest in the Lease.  By Purchase Agreement
dated August 19, 2003, Canada Trustco assigned all of its rights
under the Lease and all other related agreements to 1022772
Alberta, Inc., a wholly owned subsidiary of Canada Trustco.

The FIN 610 Lease provides for an operating lease term from
May 19, 1988 to May 19, 2006.  The Lease contains specific terms
as to the condition the Aircraft is to be returned and the
location of the return.  The Lease also provides for rental
payments totaling CN$122,541,600 over the Lease term to be paid
in 36 semi-annual payments in arrears:

             First 10 payments          CN$3,696,490
             Next 14 payments              1,535,050
             Final 12 payments             5,340,500

Air Canada's obligation to make the rental payments ends when the
FIN 610 Aircraft is returned to Canada Trustco and HSBC.

The FIN 610 Lease also contains specific provisions related to
the maintenance of the Aircraft as well as remedies available to
Canada Trustco and HSBC in the event Air Canada fails to maintain
or repair the Aircraft:

      (i) Air Canada must, at its own expense, service, repair,
          maintain and overhaul the FIN 610 Aircraft and engines,
          replace defective or worn out parts so as to keep the
          Aircraft in good operating condition in accordance with
          industry standards and practice;

     (ii) If the aggregate fair market value of the FIN 610
          Aircraft at the end of the term is less than the
          Designated Sum as defined in the Lease, the deficiency
          is a direct result of Air Canada's failure to comply
          with its obligations under the Lease related to
          maintaining and repairing the Aircraft;

    (iii) Upon return of the FIN 610 Aircraft, the Aircraft
          should be in the same condition for operation and use
          as it was when it was originally delivered to Air
          Canada and "shall have been maintained, serviced and
          modified as required" under the Lease; and

     (iv) If Air Canada does not return the Aircraft in the
          required condition, Canada Trustco and HSBC are
          entitled to make repairs as necessary to restore the
          Aircraft.  Air Canada is obliged to immediately
          reimburse Canada Trustco and HSBC for any expense
          incurred in making the restoration.

According to Michael Barrack, Esq., at McCarthy Tetrault LLP, in
Toronto, Ontario, Air Canada continued using the FIN 610 Aircraft
after the Petition Date without ever paying the rent.  Air Canada
had the right to terminate or suspend the Lease pursuant to the
Initial CCAA Order, but it did not do so.

Shortly after filing for CCAA protection, Air Canada advised
Canada Trustco and HSBC that it had grounded the FIN 610 Aircraft
and that the Aircraft was no longer in use.  But in truth, Air
Canada used the Aircraft for a total of 899 flying hours after
the Petition Date.

Air Canada returned the FIN 610 Aircraft on August 19, 2003.  The
Aircraft already sustained significant damage, particularly to
its two engines.  As a result of Air Canada's conduct, the damage
suffered by the engines has rendered the engines in unserviceable
condition.  The Aircraft cannot be used for commercial operation.

Consequently, Canada Trustco and HSBC ask Mr. Justice Farley to
compel Air Canada to pay CN$8,000,000 for the contractual rental
payments under the Lease.  In the alternative, Canada Trustco and
HSBC ask the CCAA Court to require Air Canada to pay CN$3,848,500
for using the Aircraft from April 1, 2003 to August 19, 2003, on
account of:

          Rental payments                    CN$500,000
          Usage payments                      1,348,500
          Damage to the Aircraft Engines      2,000,000

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: Ontario Court Approves Airbus Agreement
---------------------------------------------------
March 22, 2004 / Canada Newswire

Mr. Justice James Farley of the Ontario Superior Court approved on
Friday March 19, 2004 the agreement between Airbus (AVSA S.A.R.L.)
and Air Canada dated March 12, 2004 with respect to aircraft that
have been ordered but were undelivered at the time of CCAA filing.
The agreement provides for the purchase of two ultra-long-range
widebody Airbus A340-500s, and their financing. The settlement
also includes the cancellation of two narrowbody Airbus A321
deliveries and the deferred delivery to 2010 of three 300-seat
widebody A340-600s with unilateral cancellation rights in favour
of Air Canada. As part of the settlement, Airbus has agreed to
waive any claim against Air Canada during the CCAA process.

The purchase of these two A340-500 aircraft has been agreed to by
Trinity Time Investments, Air Canada's equity plan sponsor.

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: Pilot Groups' Aircraft Allocation Agreement Ratified
----------------------------------------------------------------
Air Canada has been advised by the Air Canada Pilots Association
(ACPA) representing Air Canada mainline pilots and the Airline
Pilots Association (ALPA) representing Air Canada Jazz pilots that
the agreement reached on March 4 on the allocation of aircraft
between the two operating entities has been ratified. The
satisfactory conclusion of the mediation/arbitration process
conducted by Mr. Martin Teplitsky, Q.C. on the allocation of the
new small jet aircraft fulfils a condition precedent to the
amended investment agreement with Trinity Time Investments
Limited.

ACPA also advised that its membership had ratified an agreement to
facilitate the airline's acquisition of the two new A340-500
aircraft on an expedited basis.

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)


APPLIED EXTRUSION: Amends $100M Credit Facility with GE Commercial
------------------------------------------------------------------
Applied Extrusion Technologies, Inc. (NASDAQ NMS - AETC) announced
that it expects strong revenue growth in the second quarter of
fiscal 2004, consistent with guidance provided in its first
quarter report. The volume growth is being driven primarily by the
Company's inventory reduction program, as demand remains tepid.
Inventories are being drawn down and are expected to decline
further, throughout the fiscal year. Raw material costs are being
impacted by the high price of oil and propylene shortages and are
expected to be approximately 11%, or $3 million, higher than the
first fiscal quarter. The Company has responded to the steep rise
in raw material costs by recently raising film prices, which will
impact the Company's revenues in the third and fourth fiscal
quarters. As a result, EBITDA is expected to be slightly higher
than that recorded in the first fiscal quarter but lower than the
level of last year's second fiscal quarter.

Additionally, the Company has amended its $100 million, five-year
credit facility with GE Commercial Finance. This amendment
increases the revolving line of credit by $10 million to $60
million and reduces the EBITDA covenant for fiscal 2004 by
approximately $6 million to $43 million.

Applied Extrusion Technologies, Inc. is a leading North American
developer and manufacturer of specialized oriented polypropylene
(OPP) films used primarily in consumer products labeling and
flexible packaging applications.

                         *    *    *

As reported in the Troubled Company Reporter's March 4, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on New Castle, Delaware-based Applied Extrusion
Technologies Inc. to 'B-' from 'B'.

At the same time, Standard & Poor's lowered its senior unsecured
debt rating to 'CCC' from 'B-'.

"The downgrade reflects Applied Extrusion's extended poor
operating and financial performance, weak liquidity position, very
aggressive debt leverage, and negative cash flows," said Standard
& Poor's credit analyst Paul Blake.

The company may be challenged to remain in compliance with minimum
EBITDA levels required in its bank credit agreement, should
operating profitability fail to improve. Additionally, the
company's ability to make a $15 million semi-annual coupon payment
in July 2004 appears uncertain based on current operating trends.

The ratings could be lowered soon if operating profitability and
cash generation do not substantially improve beyond current
levels, or if other issues, including a potential breach of
financial covenants or pending debt maturities, result in further
weakness to the company's already-strained liquidity position.


ASSURANCE LENDING: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Assurance Lending Services LLC
        aka Assurance Mortgage Services LLC
        9039 Katy Freeway Suite 218
        Houston, Texas 77024

Bankruptcy Case No.: 04-33259

Type of Business: The Debtor provides mortgage loans.

Chapter 11 Petition Date: March 1, 2004

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Scott Williams, Esq.
                  Williams & Tinkham
                  1207 South Shepherd
                  Houston, TX 77019

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
United Mortgage Trust         Contract                  $195,285

Harry Maxwell Family Living   Contract                  $178,850

Helen Hawkins                 Contract                  $124,900

Internal Revenue Service      Contract                  $100,000

Bernard & Lorene Teeter       Contract                   $60,000

Sydney Dictor                 Contract                   $59,000

Elgie Knowles                 Contract                   $50,000

Bobby and Betty Sikes         Contract                   $45,000

Mercedes G. Flores            Contract                   $40,000

Hubert Hill                   Contract                   $39,200

Mary Guy, Sterling Trust Co.  Contract                   $31,500

Douglas Sikes, Sterling       Contract                   $28,021
Trust Company

Virginia Cobb                 Contract                   $26,750

John H. Cook                  Contract                   $25,000

Alice M. Zahn                 Contract                   $20,000

Land America One Stop         Contract                   $19,205

Johnathan Stoger              Contract                   $15,000

Kelvin Warren & Guadalupe     Contract                   $15,000
Fasci

Harold A. Clark & Company     Contract                    $9,629

On Staff                      Contract                    $8,252


ATS LIQUIDATING: Preclinical Trial Results Show Anginera is Safe
----------------------------------------------------------------
The ATS Liquidating Trust announced that results of a pivotal
preclinical trial demonstrate the safety of Anginera, its human
fibroblast-based, tissue-engineered epicardial patch. Furthermore,
the efficacy data within this study support previous findings and
published results from prior animal studies on the ability of
Anginera to positively influence left ventricular function of
compromised hearts.

The primary objective of the study was to evaluate the safety of
Anginera when applied to the epicardial surface of the heart in a
canine model of chronic ischemia -- a condition in which heart
tissue becomes damaged from inadequate blood flow.

An evaluation of the primary safety endpoints (including
hemodynamic, electrocardiographic, echocardiographic, and clinical
and gross pathology observations) demonstrated the safety of
Anginera at all dosing levels and at all time points. Furthermore,
assessment of the echocardiographic data strongly suggests a dose-
dependent improvement in left ventricular function resulting from
the epicardial application of Anginera.

Anginera was originally developed by Advanced Tissue Sciences,
Inc. (ATS) which filed a liquidating plan of reorganization that
became effective on March 31, 2003. The ATS Liquidating Trust
(Trust) now holds the remaining assets of the company, including
Anginera.

The Trustee believes the results of this study in conjunction with
the results of prior animal studies demonstrate the safety of
Anginera and support the efficacy of the technology. ATS
previously announced that Anginera improved overall function of
damaged heart tissue in mice while no negative effects on the
function of normal heart tissue were observed. Prior to that, the
company published research showing Anginera's ability to cause
mature new blood vessels to form in infarcted cardiac tissues of
mice. This work was published in the October 23, 2001 issue of
Circulation, the peer-reviewed journal of the American Heart
Association.

Qualified prospective buyers of the Trust's cardiovascular
technology may request a copy of the full report on the Anginera
trial by contacting George Kidd at Eureka Capital Markets, LLC at
414-617-9300.

When ATS announced the start of the preclinical canine trial in
July of 2002, the company also planned to start a separate trial
to evaluate the efficacy of Anginera in large animals. The start
of the separate efficacy trial was suspended when the company
filed for bankruptcy protection to ensure that ATS had sufficient
funds to pay its creditors. Whether an additional animal trial is
needed will be determined by the FDA and any future owner of the
intellectual property rights for this technology.

The Trust hopes to sell the Anginera intellectual property rights
and to distribute the resulting cash to the former stockholders of
ATS, who now hold a pro rata beneficial interest in the Trust.
However, a decision by the United States Patent and Trademark
Office to grant a request for ex parte reexamination of Patent
4,963,489 (the "489 Patent"), which is a key patent protecting the
Anginera intellectual property, could affect both the timing and
amount of projected cash distributions by the Trust from the sale
of its Anginera cardiovascular technology. The reexamination could
also delay any Anginera sales agreement or reduce the amount
potential buyers might offer. If the reexamination were to find
some or all of the 489 Patent claims invalid, it could preclude
any sale of Anginera by the Trust.


BUDGET GROUP: Files Second Amended Plan and Disclosure Statement
----------------------------------------------------------------
Budget Group Inc. delivered its Second Amended Plan and Disclosure
Statement to the Court on March 17, 2003.

Robert L. Aprati, Executive Vice President and General Counsel of
BRAC Group, Inc., relates that the Second Amended Plan recognizes
the subordinated nature of the Convertible Subordinated Notes and
the High Tides vis-a-vis the Senior Notes and the Rosenthal Note.  
Consistent with the subordination, all amounts that otherwise
would have been distributed to the Holders of Allowed Convertible
Subordinated Notes Claims and Allowed High Tides Claims are
instead distributed to the Holders of Allowed Senior Notes Claims
and the Allowed Rosenthal Note.  Consistent with the Committee
Resolution, the Holders of Allowed Convertible Subordinated Notes
Claims and Allowed High Tides Claims will receive their pro rata
share of the Class 5A Retention Amount and Class 6A Retention
Amount.  In addition, as a result of the Plan's recognition of
the contractual subordination, the Holders of Allowed Senior
Notes Claims and the Allowed Rosenthal Note Claim will receive
larger distributions under the Plan than will the Holders of
other U.S. Debtor Group General Unsecured Claims.

The Second Amended Plan provides that before the Effective Date,
Reorganized BRACII will fund the BRACII Administrative Claims
Reserve.  On the Effective Date, all BRACII assets other then
cash in the BRACII Administrative Reserve will vest with the U.K.
Administrator for distribution in accordance with the BRACII
Company Voluntary Arrangement.  Pursuant to the Plan, the Holders
of Allowed Administrative Claims, Allowed Priority Tax Claims and
Allowed Priority Non-Tax Claims against BRACII, which, in each
case, are not U.K. Administration Claims, will receive their
distributions from the BRACII Administrative Claims Reserve.  
According to Mr. Aprati, the Plan provides that all other Holders
of Claims against BRACII will receive their distributions from
the Vested Assets as and when provided in the BRACII CVA.

A full-text copy of the Second Amended Plan including the U.K.
Administrator's Company Voluntary Arrangement is available for
free at:

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

A full-text copy of the Second Amended Disclosure Statement is
available for free at:

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

Headquartered in Daytona Beach, Florida, Budget Group, Inc.,
operates under the Budget Rent a Car and Ryder names -- is the
world's third largest car and truck rental company. The Company
filed for chapter 11 protection on July 29, 2002 (Bankr. Del. Case
No. 02-12152). Lawrence J. Nyhan, Esq., and James F. Conlan, Esq.,
at Sidley Austin Brown & Wood and Robert S. Brady, Esq., and
Edward J. Kosmowski, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, represent the Debtors in their restructuring efforts.  When
the Company filed for protection from their creditors, they listed
$4,047,207,133 in assets and $4,333,611,997 in liabilities.
(Budget Group Bankruptcy News, Issue No. 36; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


BUDGET HOST FLAMINGO: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Really Close to the Island, Inc.
        dba Budget Host Flamingo Motel
        3408 Padre Boulevard
        South Padre Island, Texas 78597

Bankruptcy Case No.: 04-10293

Type of Business: The Debtor owns a 30-room motel with
                  accommodations like jacuzzi suites, family
                  suites, micro fridges, a pool and a hot tub.

Chapter 11 Petition Date: March 2, 2004

Court: Southern District of Texas (Brownsville)

Judge: Richard S. Schmidt

Debtor's Counsel: Eduardo V. Rodriguez, Esq.
                  1265 North Expressway 83
                  Brownsville, TX 78521
                  Tel: 956-547-9638

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

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


CALPINE GENERATING: S&P Rates Corp. Debt at B with Neg. Outlook
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Calpine Generating Co. LLC (CALGEN). The outlook
is negative.

At the same time, Standard & Poor's assigned its 'B+' rating and
its '1' recovery rating to CALGEN's $835 million first priority
senior secured term loan and notes. The 'B+' rating is one notch
higher than the corporate credit rating because of its category
'1' recovery rating. The '1' recovery rating indicates that the
first-priority loan and noteholders can expect a full recovery of
principal in the event of a default.

Standard & Poor's also assigned its 'B' rating and its '2'
recovery rating to CALGEN's $740 million second-priority senior
secured term loan and notes. The 'B' rating is the same as the
corporate credit rating because of the '2' recovery rating. The
'2' recovery rating indicates that second-priority loan and
noteholders can expect a substantial recovery (80% to 100%) of
principal in the event of a default.

Furthermore, Standard & Poor's assigned its 'CCC+' rating and its
'5' recovery rating to CALGEN's $830 million third-priority
secured notes. The 'CCC+' rating, which is two notches lower than
the corporate credit rating, reflects the structural subordination
of the notes to the first- and second-priority debt. The '5'
recovery rating indicates that third-priority noteholders can
expect negligible (0% to 25%) recovery of principal in the event
of a default.

"Standard & Poor's emphasizes that each of these six new CALGEN
securities share the same default likelihood as defined by the 'B'
corporate credit rating on CALGEN," said Standard & Poor's credit
analyst Jeffrey Wolinsky. "The range of debt ratings from 'B+' to
'CCC+', however, indicates our expectations of different recovery
prospects for each security given a payment default."

The negative outlook reflects the direct linkage between CALGEN
and its parent, Calpine Corp., whose outlook is also negative.


CARDIAC SCIENCE: PwC Maintains Going Concern Qualification at 2003
------------------------------------------------------------------
Cardiac Science, Inc. (Nasdaq: DFIB) reported that its recently
filed Annual Report on Form 10-K for the year ended December 31,
2003, as have the prior three years' reports, contained a going-
concern qualification from its independent auditors,
PricewaterhouseCoopers, LLP, based on the Company's history of
operating losses. This announcement is in compliance with the new
Nasdaq Rule 4350(b) requiring separate disclosure of receipt of an
audit opinion that contains a going-concern qualification.

The Company believes that it has adopted a business plan to
eliminate, or materially reduce the operating losses experienced
during the past several years, and the Company's guidance for
2004, the details of which were previously announced on March 1,
is based on that plan. The 2004 guidance shows that revenue is
anticipated to be between $85 million and $100 million, with
operating income in the range of $3.0 million to $10.0 million,
which would result in income/loss in the range of a loss of $3.8
million to net income of $3.3 million.

                    About Cardiac Science

Cardiac Science develops, manufactures and markets Powerheart(R)-
brand public-access defibrillators (AEDs) and offers comprehensive
AED/CPR training and AED program management services that
facilitate successful deployments. The Company also makes the
Powerheart(R) CRM(TM), the only FDA-cleared therapeutic patient
monitor that instantly and automatically treats hospitalized
cardiac patients who suffer life-threatening heart rhythms.
Cardiac Science manufactures its AED products on a private label
basis for other leading medical companies. The Company's AEDs and
CRM products are marketed in the United States by its 75-person
sales force, numerous domestic distribution channel partners and
by international distributors in more than 50 countries around the
world. For more information, visit http://www.cardiacscience.com/
or email Cardiac Science at info@cardiacscience.com or call toll
free at 1-866-289-5649.


CINCINNATI BELL: December 31 Insolvency Narrows to $679.4 Million
-----------------------------------------------------------------
Cincinnati Bell Inc. (NYSE:CBB) announced its financial results
for the fourth quarter and full year 2003 and confirmed the
effects of the previously announced restatement of prior financial
statements.

                         Summary

In the fourth quarter, the company continued to execute its
primary strategy of reducing net debt. The company also achieved
outstanding net activations of wireless and DSL as compared to the
fourth quarter of 2002. The cost of these acquisitions, plus
increased depreciation in the wireless business as well as revenue
declines in the local and wireless segments, contributed to a
decline in operating income when compared to the fourth quarter of
2002.

For the quarter, the company reported revenue of $311 million,
operating income of $60 million, and net income of $843 million,
or $3.17 per diluted share. In the quarter, the company reversed a
previously recorded deferred tax asset valuation allowance. As a
result, the company recorded a non-cash income tax benefit of $823
million, which increased diluted earnings per share in the fourth
quarter by $3.08. In addition, during the fourth quarter, the
company reduced net debt by $49 million.

For the full year, the company posted revenue of $1,558 million,
operating income of $684 million, and net income of $1,332
million, or $5.36 per diluted share. In 2003, the company reduced
net debt by $666 million, or 23 percent. Capital expenditures for
the year were $126 million, or 8 percent of total revenue.

At December 31, 2003, Cincinnati Bell Inc. posted a shareowners'
deficit of $679.4 million compared to $2.6 billion the previous
year.

                 Operational Highlights

-- Strong demand for the company's Digital Subscriber Line (DSL)         
   services drove 7,000 net additions in the quarter, up 74
   percent from the prior year quarter. The company finished the
   year with nearly 100,000 subscribers, a 33 percent increase
   compared to the end of 2002.

-- The increase in DSL lines nearly offset the effect of an access
   line decline of 2.6 percent versus a year ago. One third of
   this decline was due to a 13 percent decrease in second access
   lines. Access line losses increased from the 2 percent annual
   decline reported in third quarter primarily due to increases in
   company-initiated disconnects (non-pay), competitive losses in
   the business market and wireless substitution.

-- During the quarter, the company accelerated wireless subscriber
   acquisition, driving 13,000 net activations, a 154 percent
   increase over the fourth quarter of 2002. Post-paid churn was
   1.7 percent, a 0.2 point improvement from the prior quarter and
   the fourth quarter of 2002, as the company saw little impact
   from Wireless Local Number Portability (WLNP).

-- For the quarter, the company continued to drive penetration of
   its key wireline feature package, Complete Connections, by
   adding 7,100 subscribers during the quarter, bringing its total
   number of subscribers to 312,000, an increase of 8 percent
   versus a year ago. Consumer penetration of Complete Connections
   now stands at 44 percent, up from 40 percent at the end of
   2002.

-- During the fourth quarter, the company added 16,000 net
   subscribers to its Custom Connections "super-bundle" which
   offers local, long distance, wireless and DSL. This helped to
   increase consumer revenue per household 2 percent versus the
   fourth quarter of 2002 and 3 percent for the year, to a total
   of $75 per month.

Excluding results of operations from the Broadband Services
segment, fourth quarter revenue of $286 million was down 4 percent
and operating income of $59 million was down 28 percent, or $23
million, both versus the same quarter in the prior year. Operating
income declined primarily due to increases in wireless subscriber
acquisition cost (up $7 million), depreciation (up $3 million),
restructuring charges (up $7 million) and asset impairments (up $4
million), with the remainder due to revenue declines. Revenue
declined primarily in local service, business equipment
installation and wireless service, partially offset by an increase
in DSL revenue. 2003 revenue of $1,143 million was down 2 percent
while operating income of $335 million decreased 3 percent versus
2002. Capital expenditures for 2003 were $122 million, or 11
percent of revenue.

"Cincinnati Bell closed 2003 a stronger, more focused company than
in 2002. We said our number one priority was to de-lever the
company. We accomplished that, reducing net debt 23 percent versus
the end of 2002. We also said we would invest in customer
acquisition to defend our strong market position. In the face of
significant competition and WLNP, we posted strong unit growth of
our key products, wireless and DSL, and maintained low churn
levels," said Jack Cassidy, president and chief executive officer
of Cincinnati Bell Inc.

                        Special Items

The following special items impacted Cincinnati Bell Inc.'s
reported results for the fourth quarter and full year 2003:

-- In the quarter, the company reversed certain previously
   recorded valuation allowances against deferred tax assets. The
   company has maintained these valuation allowances primarily due
   to liquidity concerns at the company's subsidiary, BRCOM, Inc.
   Because these uncertainties have been substantially mitigated,
   the company recorded a non-cash income tax benefit of $823
   million. This benefit increased diluted earnings per share in
   the fourth quarter by $3.08. For the year, this reversal, plus
   a $12 million decrease in tax reserves recorded in the third
   quarter, increased diluted earnings per share by $3.30.

-- In the quarter, the company recorded a non-cash gain of $16
   million due to the extinguishment of the company's Convertible
   Subordinated Notes, which were purchased at 97 percent of
   accreted value. This increased the company's diluted earnings
   per share by $0.06. This fourth quarter gain offset a $17
   million non-cash loss recorded in the third quarter on the
   exchange of $46 million of 9% Senior Subordinated Notes of
   BRCOM, Inc. for 11 million shares of common stock of Cincinnati
   Bell Inc. For the year, the net impact of these items was a
   loss of $1 million, reducing diluted earnings per share by less
   than $0.01.

-- The company recorded a gain of $10 million in the quarter due
   to the modification of a lease at the company's headquarters.
   This modification required the lease to be reclassified from a
   capital lease to an operating lease. This increased the
   company's diluted earnings per share by $0.04 for the quarter
   and the year.

-- The company recorded a non-cash charge of $7 million in the
   quarter to recognize the unamortized cost of bank debt that was
   refinanced during the quarter. This decreased the company's
   diluted earnings per share by $0.02. For the year, the company
   recorded $16 million total in similar charges. These charges
   reduced diluted earnings per share by $0.06 for the year.

-- In the fourth quarter, the company recorded a charge of $5
   million to recognize certain costs and potential liabilities
   associated with the final settlement of the previously
   disclosed arbitration proceedings with El Paso Global Networks.
   This decreased diluted earnings per share for the quarter and
   year by $0.02.

-- The company recorded, in the fourth quarter, an asset
   impairment charge of $4 million, substantially related to a
   write down of the company's public payphone assets to fair
   value. This reduced the company's diluted earnings per share by
   $0.02 for the quarter and $0.01 for the year.

-- In the fourth quarter, the company's Local segment recorded a
   restructuring charge of $5 million related to a reduction in
   workforce of approximately 100 employees. The company's
   Broadband segment recorded a restructuring credit of $8 million
   due to the termination of certain data center lease agreements.
   Finally, the company recorded a restructuring charge of $4
   million at the corporate level to increase the reserve for a
   data center lease agreement. These restructuring charges and
   credits netted out to a charge of less than $1 million in the
   fourth quarter and reduced diluted earnings per share by less
   than $0.01. Combined with a restructuring credit of $3 million
   in the second quarter, the company recorded a net credit of $3
   million for 2003, which increased the company's diluted
   earnings per share by $0.01 for the year.

-- In the fourth quarter, the company recorded a charge of $2
   million for certain executive incentives and termination
   benefits. This reduced the company's diluted earnings per share
   by $0.01. For the year, the company recorded a total of $11
   million in similar charges, reducing diluted earnings per share
   by $0.04.

-- As previously announced, the company recorded $337 million in
   gains on the sale of substantially all of its broadband assets
   in the second and third quarters. This increased the company's
   2003 diluted earnings per share by $1.33.

-- Also as previously announced, the company recorded a gain of
   $86 million in the first quarter resulting from the cumulative
   effect of a change in accounting principle in accordance with
   SFAS 143. This increased the company's diluted earnings per
   share by $0.34 for the year.

Excluding the impact of these special items, the company's
operating income was $72 million, net income was $13 million and
diluted earnings per share were $0.06 for the quarter. For 2003,
excluding the impact of these special items, the company's
operating income was $365 million, net income was $100 million and
diluted earnings per share were $0.48.

                Local Communications Services

The company's local-exchange subsidiary, Cincinnati Bell Telephone
(CBT), produced revenue of $209 million for the fourth quarter,
down 4 percent from the same quarter a year ago, due largely to
declines in access lines, carrier access and installation of
telecom equipment. These declines were partially offset by an
increase in DSL revenue.

For the fourth quarter, operating income was $69 million.
Excluding a $3 million increase in restructuring charges,
operating income was flat to the fourth quarter of 2002, as a $5
million decrease in depreciation offset revenue declines. Capital
investment was $23 million, or 11 percent of revenue, during the
quarter.

Access lines declined by 26,000, or 2.6 percent, to 986,000 since
the fourth quarter of 2002. Thirty-three percent of this decrease
was due to declines in second access lines. Access line losses
accelerated from the 2 percent annual decline reported in the
third quarter primarily due to increases in company-initiated
disconnects, competitive losses in the business market and
wireless substitution. However, DSL subscribers increased by
25,000, or 33 percent, compared to last year. In the fourth
quarter, CBT added 7,000 net DSL subscribers, 1,600 more than the
third quarter of 2003 and 3,000 more than the same quarter a year
ago. Total DSL subscribers now number nearly 100,000, for a 10
percent penetration of total access lines. Eighty-six percent of
CBT's access lines are DSL-enabled.

Complete Connections, CBT's value-added services bundle, added
7,100 subscribers during the quarter, bringing its total number of
subscribers to 312,000, up 8 percent versus a year ago. Consumer
penetration of Complete Connections now stands at 44 percent.
Custom Connections, the company's suite of customized bundles that
offers local, long distance, wireless and DSL, added 16,000
subscribers, increasing its subscribership 41 percent in the
quarter to 55,000. As of the end of 2003, 47 percent of the
company's households subscribe to 2 or more key services (defined
as Complete Connections, long distance, wireless or internet).
Twenty-two percent subscribe to three or more of these services.

For the year 2003, CBT had revenues of $820 million, down 2
percent from 2002, and operating income of $296 million, up 4
percent. Capital expenditures were $81 million for the year, or 10
percent of revenue.

                        Wireless Services

For the quarter, Cincinnati Bell Wireless (CBW) added 13,000 net
subscribers, nearly all postpaid, 154 percent more than the fourth
quarter of 2002. Gross activations were 59,000 for the quarter, a
20 percent increase versus the prior year quarter. This occurred
as CBW executed its stated strategy of accelerating wireless
activations upon the turn-up of its GSM/GPRS network, which is now
complete. CBW ended the fourth quarter with 474,000 total
subscribers, an increase of 1 percent versus the prior year.
Penetration of covered population is estimated at 20 percent at
the end of 2003. Postpaid churn declined approximately 0.2 points
from the prior quarter and prior year to 1.7 percent. This churn
performance was especially strong considering the launch of WLNP
during the fourth quarter. CBW reported revenue of $63 million,
down 4 percent from the fourth quarter of 2002 due to a 4 percent
decline in postpaid average revenue per user (ARPU(3)) compared to
the same period last year, and a 1 percent lower subscriber count
at the beginning of the quarter.

The operating loss for the quarter was $1 million, a $14 million
decline in operating income versus the fourth quarter of 2002.
Operating income declined primarily due to revenue declines as
well as an $8 million increase in depreciation expense and a $7
million increase in subscriber acquisition cost offset by other
items. Of the $8 million increase in depreciation, $5 million was
due to the decrease in the estimate of the remaining economic
useful life of the TDMA assets and the remainder was due to
depreciation on the GSM/GPRS assets placed into service in October
of 2003. Cost of subscriber acquisition increased approximately 75
percent, or $7 million, versus the prior year quarter.

For the quarter, postpaid ARPU was $55, while prepaid ARPU was
$17, a 4 percent and 2 percent decline, respectively, versus the
fourth quarter of 2002. ARPU declined as CBW pursued more
aggressive pricing in order to drive acquisition within bundles
with other Cincinnati Bell products. Postpaid cost per gross
addition (CPGA(4)) was $391, while prepaid CPGA was $98, both 25
percent increases versus the prior year quarter. Capital
investment of $8 million in the quarter, an 85 percent increase
from the fourth quarter of 2002, included $4 million associated
with the deployment of the GSM/GPRS network.

For 2003, CBW posted $260 million in revenue, down 3 percent
versus 2002. Operating income of $60 million was down 13 percent
from the prior year. Excluding the increase in depreciation and
increase in acquisition costs in the fourth quarter, operating
income of $75 million was 8 percent higher than 2002. Postpaid
APRU was $56 for the year, a 2 percent decline versus 2002, while
prepaid ARPU was $19, an 11 percent increase. For the year,
postpaid CPGA was $389, a 7 percent increase versus 2002, while
prepaid CPGA was $64, flat compared to 2002. Capital expenditures
in 2003 of $40 million, which equaled 15 percent of 2003 revenue
and a 36 percent decline from 2002, included $25 million
associated with the deployment of the GSM/GPRS network.

                Other Communications Services

Other Communications Services, which includes the company's
Cincinnati-area retail voice long distance and public payphone
operations, reported revenue of $19 million in the fourth quarter,
down 8 percent from the same quarter a year ago. The segment's
Cincinnati Bell Any Distance division reported revenue of $16
million for the quarter, down 6 percent, while the Public
Communications division reported revenue of $3 million, down 19
percent. The segment was break even at the operating income line
for the quarter. For the year, the segment had revenue of $81
million, down 2 percent versus 2002, and operating income of $7
million, an increase of $5 million over 2002.

Estimated Cincinnati market share of CBT access lines for
Cincinnati Bell Any Distance, the company's retail voice long
distance offering, was 71 percent in the consumer market and 45
percent in the business market at the end of the fourth quarter,
an improvement year-over-year of 2 points and 3 points,
respectively.

                      Broadband Services

Broadband Services produced revenue of $27 million in the quarter,
all attributable to the company's Cincinnati Bell Technology
Solutions (CBTS) business, which remains in the Broadband Services
segment following the sale of substantially all of the company's
broadband assets. Operating income for the quarter was $1 million,
which included $0.3 million at CBTS, and a net $0.7 million due to
offsetting charges from the settlement of outstanding legal
disputes and credits from data center lease terminations.

                       Financial Position

Cincinnati Bell Inc. reduced its net debt by $49 million to $2.26
billion during the fourth quarter through a combination of the
following:

-- A reduction of $31 million from cash flow(2) generated during
   the quarter.

-- A reduction of $14 million from the modification of a lease at
   the company's headquarters.

-- A reduction of $16 million from the extinguishment of the
   company's convertible subordinated debentures, which were
   purchased at 97 percent of accreted value.

-- An increase of $12 million from in-kind interest expense and
   non-cash amortization of debt discounts.

For the year, the company reduced its net debt by $666 million, or
23 percent, versus the end of 2002. This was substantially due to
a reduction of $461 million due to the exchange offers in the
third quarter, $92 million of cash flow for 2003 and $83 million
in proceeds from the sale of substantially all of the broadband
assets.

"In defense of our core business, we increased our level of
investment in wireless and DSL subscriber acquisition, while
simultaneously producing cash flow to reduce net debt," said Brian
Ross, Cincinnati Bell Inc.'s Chief Financial Officer.

                Financial Guidance

The company provides the following guidance for 2004:

-- Revenue decline, excluding Broadband Services, of low single-
   digit percent

-- Access line decline of 2 to 4 percent

-- DSL net additions of 30,000 to 35,000

-- Wireless net additions of 50,000 to 60,000

-- Depreciation of $190 to $195 million

-- Operating income of $295 to $310 million

-- Effective tax rate of approximately 50 percent; with
   approximately $5 million in cash tax payments

-- Capital expenditures of 10 to 12 percent of revenue

-- Net debt reduction of approximately $140 million

The company has entered into an agreement to sell substantially
all of the non-Cincinnati-based CBTS assets for approximately $3
million in cash. 2003 revenue associated with the divested assets
was approximately $60 million, while operating income for the same
period was approximately $1 million.

        Restatement of Prior Financial Statements

As previously disclosed, the company has restated its financial
statements to reflect the revised accounting for a particular
broadband network construction agreement entered into in 2000.

                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://ww.cincinnatibell.com/for more  
information.


CLOVIS LAKES: Wants Okay to Employ Dennis Bean as Tax Accountants
-----------------------------------------------------------------
Clovis Lakes Associates, LLC wants to hire Dennis Bean & Co.,
Certified Public Accountant, as its accountant during its chapter
11 restructuring.  

Dennis Bean has 37 years tax experience, including 14 years with
the Internal Revenue Service and 23 years in public accounting.  
Additionally, Mr. Bean is a Certified Insolvency Reorganization
Accountant.

The Debtor expects Mr. Bean to:

   a. prepare books of account in accordance with generally    
      accepted accounting principles (GAAP);

   b. prepare any unfiled prepetition tax returns;

   c. prepare corporate tax returns for the administrative
      period (2004 to case to case closing);

   d. prepare any required amended tax returns or claims to
      obtain any refunds to which the estate may be entitled;

   e. evaluate the advisability of the estate making certain
      bankruptcy elections under the Internal Revenue Code;

   f. negotiate tax clearances with taxing authorities; and

   g. performance of such other accounting and tax services as
      are customarily provided by a certified public accountant
      to a chapter 11 bankruptcy estate.

The firm's hourly rates currently range from $90 to $190 per hour.

Headquartered in Clovis, California, Clovis Lakes Associates, LLC,
operates an amusement and water park. The Company filed for
chapter 11 protection on February 6, 2004 (Bankr. E.D. Calif. Case
No. 04-10959).  When the Company filed for protection from its
creditors, it listed $11,093,718 in total assets and $7,235,754 in
total debts.


COLLIN CREEK: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Collin Creek Holding Corp., Inc.
        dba Juan's Hacienda Restaurant
        8100 Washington Avenue, Suite 105
        Houston, Texas 77007

Bankruptcy Case No.: 04-33347

Type of Business: The Debtor owns a restaurant.

Chapter 11 Petition Date: March 1, 2004

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Calvin C. Braun, Esq.
                  8100 Washington Ave, Suite 120
                  Houston, TX 77007
                  Tel: 713-880-3366

Total Assets: $1,149,975

Total Debts:  $1,683,865

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Sysco Food Service            Misc. goods and             $6,063
                              services

U.S. Foods, Inc.              Misc. Business Debt         $4,991

Juarez Foods                  Misc. Business Debt         $4,391

Super Lopez Foods             Misc. goods and             $3,141
                              services

Five Star DeReyes             Misc. goods and             $3,071
                              services

Cirro Energy                  Misc. goods and             $3,016
                              services

AD Pages                      Misc. Business Debt         $2,280

Admiral Linen                 Misc. goods and             $1,778
                              services

City of Rano                  Misc. goods and             $1,608
                              services

Ben E. Keith                  Misc. goods and             $1,460
                              services

Coca Cola                     Misc. Business Debt         $1,450

TXU Gas                       Misc. goods and             $1,309
                              services

Instant Whip Dallas, Inc.     Misc. goods and             $1,213
                              Services

Rest Tech, Inc.               Misc. goods and             $1,140
                              services

Johnson Diversey, Inc.        Misc. goods and             $1,082
                              services

Comcast Cable                 Misc. goods and               $607
                              services

X.O. Communication            Misc. goods and               $543
                              services

Edward Don 6                  Misc. Business Debt           $514

BFI Trinity Waste Services    Misc. goods and               $494
                              services

Paychex Inc.                  Misc. goods and               $478
                              services


CONMACO/RECTOR: Section 341(a) Meeting Slated for April 5, 2004
---------------------------------------------------------------
The United States Trustee will convene a meeting of Conmaco/Rector
L.P.'s creditors at 3:00 p.m., on April 5, 2004, at the Office
U.S. Trustee, Texaco Center, Room 2112, 400 Poydras Street, New
Orleans, Louisiana 70130. This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Belle Chasse, Louisiana, Conmaco/Rector L.P. --
http://www.conmaco.com/-- is in the business of sale and rental  
of new and used construction and industrial equipment, primarily
cranes and specialized lift equipment, complementary parts and
merchandise to a wide variety of construction and industrial
customers.  The Company filed for chapter 11 protection on
February 27, 2004 (Bankr. E.D. La. Case No. 04-11248).  Stewart F.
Peck, Esq., and Christopher T. Caplinger, Esq., at Lugenbuhl,
Wheaton, Peck, Rankin & Hubbard, LC represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed both estimated debts and assets of over
$10 million.


COVANTA ENERGY: Court Approves Merrill Lynch Commitment Terms
-------------------------------------------------------------
The DHC Transaction and Covanta Energy Corporation's Second Joint
Plan of Reorganization provides for the creation of post-emergence
revolving credit and letter credit facilities for the Debtors'
domestic and international operations, provided by certain of the
Debtors' secured lenders and an investor group.  Among the Exit
Financing Facilities is a letter of credit facility, secured by a
first priority lien on the Post-Confirmation Collateral,
consisting of commitments for the issuance of letters of credit
in the aggregate face amount of up to $138,191,554 with respect
to the Debtors' Detroit facility.

Deborah M. Buell, Esq., at Cleary Gottlieb Steen & Hamilton, in
New York, relates that after months of negotiations, the Debtors,
Merrill Lynch Pierce Fenner & Smith Inc., on its own behalf and
on behalf of D.E. Shaw Laminar Portfolios, LLC and Quantum
Partners LDC, and certain of the Debtors' lenders, Bank of
America, N.A. and Deutsche Bank, AG, New York Branch, reached an
agreement pursuant to which Merrill Lynch commits to underwrite
and participate in the First Lien L/C Facility.  The salient
terms of the Commitment Letter are:

A. Underwriting Commitment

   Merrill Lynch will underwrite the First Lien L/C Facility in
   an amount of up to $138,191,554, representing the aggregate
   principal amount of the First Lien L/C Facility.

B. Participation Requirement

   The Underwriting Commitment is contingent on at least
   $53,000,000 of the First Lien L/C Facility being allocated to
   Merrill Lynch's participation.

C. Underwriting Fee

   The Debtors will deliver a $1,381,916 underwriting fee to
   Merrill Lynch.  The Commitment Fee will be fully earned and
   non-refundable upon the Court's authorization.

D. Participation Fee

   Merrill Lynch will be entitled to the same facility fee to
   which all participants in the First Lien L/C Facility will be
   entitled, which will be 1% of the participants' participation
   therein.

E. Expense Reimbursement

   The Debtors will reimburse Merrill Lynch, D.E. Shaw and
   Quantum for their reasonable, documented out-of-pocket costs,
   fees and expenses in connection with documentation, in
   connection with the First Lien L/C Facility and the Commitment
   Letter in an amount not to exceed $75,000.

F. Plan Distributions

   D.E. Shaw and Quantum will be entitled to receive their pro-
   rata portions of the $60,000,000 in cash to be distributed by
   Covanta in lieu of New High Yield Secured Notes to be issued
   under the Second Reorganization Plan, as though each were a
   party to the Commitment Letter and acquiring its commitments
   under the First Lien L/C Facility directly as contemplated in
   the Commitment Letter, rather than by participation.  The pro-
   rata portions of D.E. Shaw and Quantum of the cash to be
   distributed in lieu of New High Yield Secured Notes will be
   based on the aggregate of the amounts of all facilities
   beneficially held by each, whether held directly, by
   participation granted by Merrill Lynch, or by participation
   granted by other entities, ownership of which would result in
   the receipt of New High Yield Secured Notes.  

   On or prior to the cash payment, Merrill Lynch will deliver   
   one or more letters detailing the beneficial holdings of D.E.
   Shaw and Quantum and, in the case of participation interests
   held by D.E. Shaw and Quantum, identifying the entities
   directly holding the interests so participated.  Any cash
   distributed for the benefit of D.E. Shaw or Quantum will be
   paid:

      (a) directly to the entities in the case of cash paid in
          respect of amounts held directly by the entities; and

      (b) to the relevant grantors for the benefit of the
          entities when cash is paid in respect of amounts held
          by the entities by participation.

   For the avoidance of doubt, Merrill Lynch will be entitled to
   its pro-rata portion of $60,000,000 based on its direct
   holdings in all facilities ownership of which would result in
   the receipt of New High Yield Secured Notes, reduced by any
   amounts beneficially held by D.E. Shaw and Quantum.

G. Conditions Precedent

   The Underwriting Commitment is subject to:
    
      -- finalization of the Definitive Documentation;

      -- Covanta and the Agent Banks' execution of the Commitment
         Letter;

      -- the Court's authorization of the Underwriting Fee and
         Expense Reimbursement;

      -- payment of the Underwriting Fee and Expense
         Reimbursement; and

      -- the Participation Requirement.

H. Termination

   Merrill Lynch may terminate its obligations under the
   Commitment Letter if:

      (a) there has been a material adverse change; or

      (b) the execution and delivery of the Definitive
          Documentation has not occurred on or prior to April 7,
          2004, 5:00 p.m., New York time.

At the Debtors' request, Judge Blackshear approves the terms of,
and authorizes the Debtors to enter into, the Merrill Lynch
Commitment Letter.

Headquartered in Fairfield, New Jersey, Covanta Energy Corporation
-- http://www.covantaenergy.com/-- is a publicly traded holding  
company whose subsidiaries develop, own or operate power
generation facilities and water and wastewater facilities in the
United States and abroad. The Company filed for Chapter 11
protection on April 1, 2002 (Bankr. S.D.N.Y. Case No. 02-40826).  
Deborah M. Buell, Esq., and James L. Bromley, Esq., at Cleary,
Gottlieb, Steen & Hamilton represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $3,280,378,000 in assets and
$3,031,462,000 in liabilities. (Covanta Bankruptcy News, Issue No.
51; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


DELCO REMY: Mexico Joint Venture Settlement Pegged at $18 Million
-----------------------------------------------------------------
March 22, 2004 / PR Newswire

Delco Remy International, Inc. announced that the panel of
arbitrators has issued an interim decision in the dispute with its
Mexican joint venture partner, GCID Autopartes, S.A. de C.V. that
resolves the Company's financial obligations to GCID in an amount
consistent with its previous guidance. The Company currently
estimates that the total net payments for GCID's minority
partnership interest, the award for past service fees, and other
claims, including interest and costs, will be approximately $18
million. The award is subject to finalization by the arbitrators
and is expected to be paid in the second quarter.

Commenting on the decision, Thomas J. Snyder, President and CEO,
said, "We are pleased to put this uncertainty behind us and are
now able to complete the process begun last year of transitioning
the joint venture operations to our nearby lower cost facilities.
The arbitrators' decision also allows us to hire the employees
previously provided to us by our former partner. As a result, we
can eliminate unnecessary costs and begin realizing anticipated
savings in our Mexico operations."

Under U.S. generally accepted accounting principles, the Company
is required to reflect approximately $14 million of the estimated
costs associated with the arbitrators' interim decision in its
2003 financial results. Accordingly, the Company is adjusting its
operating loss for the year ended December 31, 2003 from $64.5
million, as previously reported, to $78.8 million. However, as
these amounts are treated as an adjustment to EBITDA, the
Company's Adjusted EBITDA for 2003, as previously reported, is
unchanged. The revised results for 2003 will be reflected in the
Company's Annual Report on Form 10-K to be filed with the
Securities and Exchanges Commission. The balance of the costs
associated with the decision will be recorded in the Company's
books on the date the final award is paid.

                    About Delco Remy

Delco Remy International, Inc., headquartered in Anderson,
Indiana, is a leading designer, manufacturer, remanufacturer and
distributor of electrical, drivetrain/powertrain and related
products and core exchange service for automobiles and light
trucks, medium- and heavy-duty trucks and other heavy- duty off-
road and industrial applications. It was formed in 1994 as a
partial divestiture by General Motors Corporation of the former
Delco Remy division, which traces its roots to Remy Electric,
founded in 1896.

At December 31, 2003, Delco Remy International, Inc.'s revised
balance sheet shows that stockholders' deficit now stands at $576
million compared to $356.7 million the  prior year


DELTA AIR: S&P Junks Two Related Synthetic Deals & Removes Watch
----------------------------------------------------------------
Standard & Poor March 22

Standard & Poor's Ratings Services lowered its ratings on all
classes of certificates issued by Corporate Backed Trust
Certificates Series 2001-6 Trust and Corporate Backed Trust
Certificates Series 2001-19 Trust. At the same time, the
ratings are removed from CreditWatch with negative implications.

Series 2001-6 and 2001-19 are swap independent synthetic
transactions that are weak-linked to the underlying securities,
Delta Air Lines Inc.'s 8.3% senior unsecured notes due Dec. 15,
2029. The rating actions reflect the March 17, 2004 lowering of
the senior unsecured debt ratings on Delta Air Lines Inc. and
their subsequent removal from CreditWatch.

        RATINGS LOWERED AND REMOVED FROM CREDITWATCH
   
Corporate Backed Trust Certificates Series 2001-6 Trust
$57 million corporate-backed trust certs series 2001-6
   
            Rating
Class    To        From
A-1      CCC       B-/Watch Neg
A-2      CCC       B-/Watch Neg
A-3      CCC       B-/Watch Neg
   
Corporate Backed Trust Certificates Series 2001-19 Trust
$27 million corporate-backed trust certs series 2001-19
   
            Rating
Class    To        From
A-1      CCC       B-/Watch Neg
A-2      CCC       B-/Watch Neg


DII INDUSTRIES: Court Gives Nod on Lloyd's London Settlement Deal
-----------------------------------------------------------------
At DII Industries, LLC's request, the Court approves a Settlement
Agreement between and among Halliburton Company, DII Industries,
LLC and certain Underwriters at Lloyd's, London.  The Court also
approves the related First Technical Plan Amendment pursuant to
the Settlement Agreement.

Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, in
Pittsburgh, Pennsylvania, relates that underwriters severally
subscribed to certain insurance policies that provide insurance
coverage to DII Industries.  Underwriters are reinsured by
Equitas -- composed of Equitas Limited, Equitas Reinsurance
Limited, Equitas Holdings Limited, Equitas Management Services
Limited, and Equitas Policyholders Trust Limited.  DII Industries
asserts that it has rights to obtain reimbursement of indemnity
and defense costs incurred in connection with asbestos and
silica-related claims from Underwriters under the Insurance
Policies.

On December 15, 1998, certain Underwriters and Certain London
Market Companies entered into a Coverage-In-Place Agreement with
Dresser Industries, Inc. now known as DII Industries, LLC,
Harbison-Walker Refractories Company, and Global Industrial
Technologies, Inc. to resolve potential insurance coverage
disputes concerning Harbison Asbestos-Related Claims and Non-
Harbison Asbestos-Related Claims.

The Harbison Asbestos-Related Claims include, without limitation,
asbestos and silica-related personal injury claims arising from
the refractory operations of:

    (i) Harbison-Walker Refractories Company, a company that
        Dresser Industries, Inc. acquired in 1967 and operated as
        an unincorporated division until 1992; and

   (ii) Indresco, Inc., a former subsidiary of Dresser
        Industries, Inc. that acquired the Harbison-Walker
        Refractories Division in 1992, and which today is known
        as Harbison-Walker Refractories Company.

Mr. Moser states that the Harbison Asbestos-Related Claims are a
subset of claims that are subject to policies of insurance that
are shared by Harbison-Walker and DII Industries.

On February 14, 2002, Harbison-Walker and various of its
affiliates filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the
Western District of Pennsylvania.  On December 4, 2003, the Court
approved a settlement agreement between DII Industries and the
GIT Debtors, pursuant to which Harbison-Walker will either assign
to DII Industries its rights under the H-W Shared Insurance and
give up all rights to the H-W Shared Insurance subject to the
effectiveness of the Plan, which provides for the channeling of
Harbison Asbestos-Related Claims to the Asbestos PI Trust or the
Silica PI Trust, as applicable.

According to Mr. Moser, certain Underwriters and certain London
Market Companies are also parties to a Coverage-In-Place
Agreement with Dresser Industries dated September 9, 1999 -- the
Worthington CIP -- to resolve insurance coverage disputes
concerning Covered Claims.

Generally speaking, the Covered Claims under the Worthington CIP
include asbestos-related personal injury claims caused by
exposure to an asbestos-containing product of Worthington
Corporation and various affiliates and successors.  Federal-Mogul
Products, Inc. alleges that a significant portion of the
insurance coverage applicable to the Worthington claims is
shared.  In 2001, Federal-Mogul and a large number of its
affiliated companies filed voluntary petitions for reorganization
under Chapter 11 in the United States Bankruptcy Court for the
District of Delaware.

                           The Lawsuits

DII Industries maintains that, despite the DII Industries CIP and
the Worthington CIP, Underwriters have attempted to impose new
restrictive documentation requirements on DII Industries that are
inconsistent with the requirements in both the CIPs and Subject
Insurance Policies.

Mr. Moser notes that seven lawsuits are currently pending
between, among others, DII Industries and Underwriters relating
to the Subject Insurance Policies.  Four of the Coverage Lawsuits
also relate to one of the CIPs.  Harbison-Walker is a party to
two and Federal-Mogul is a party to one of these lawsuits.

On August 7, 2001, DII Industries commenced a lawsuit in Dallas
County, Texas, which is now styled Dresser Industries, Inc. v.
Alba General Insurance Co., Ltd., against certain insurers
asserting its rights under the H-W Shared Insurance.  Harbison-
Walker was added as a party to the H-W Shared Insurance Lawsuit
by the London Market Insurers prior to its bankruptcy filing, and
in May 2002, the London Market Insurers removed the state court
action to the United States District Court for the Northern
District of Texas, Dallas Division.  The H-W Shared Insurance
Lawsuit was subsequently transferred to the U.S. Court for the
Western District of Pennsylvania and is currently pending as an
adversary proceeding in the Harbison-Walker Bankruptcy.

In March 2002, Harbison-Walker filed an adversary proceeding in
the Harbison-Walker Bankruptcy, styled Harbison-Walker
Refractories Company v. Dresser Industries, Inc., seeking damages
against the same insurance companies named in the H-W Shared
Insurance Lawsuit for breach of contract and bad faith, and a
declaratory judgment concerning the insurers' obligations under
the shared insurance.  Although DII Industries is a defendant in
that lawsuit, it is cooperating with Harbison-Walker to secure
both companies' rights to the H-W Shared Insurance.  The H-W
Adversary Proceeding and H-W Shared Insurance Lawsuit both
contain identical issues.

On August 28, 2001, Dresser Industries commenced a lawsuit in
Dallas County, Texas against Underwriters and certain London
Market Insurance Companies, styled Dresser Industries, Inc. v.
Underwriters at Lloyd's, London, asserting its rights under the
Worthington CIP.  The Worthington CIP Lawsuit is still pending
before the state court in Dallas, Texas.

In December 2001, DII Industries filed an adversary proceeding in
Federal-Mogul's bankruptcy case, styled DII Industries, LLC v.
Federal-Mogul Products, Inc., asserting its rights to insurance
coverage under policies issued to Studebaker-Worthington, Inc.
and its successor and a judicial declaration concerning the
competing rights of DII Industries and Federal-Mogul to the
insurance coverage.

The three remaining lawsuits between, inter alia, DII Industries
and Underwriters involve:

     (i) insurance coverage for ALCO asbestos-related claims
         (Sanchez v. Cooper Industries, Inc. v. Employers
         Insurance of Wausau, a Mutual Company);

    (ii) Brown & Root asbestos and silica-related claims
         (Kellogg, Brown & Root, Inc. v. AIU Insurance Co.); and

   (iii) the impact of prior settled claims on the exhaustion of
         certain underlying insurance policies (Dresser
         Industries, Inc. v. Underwriters at Lloyd's, London).

Mr. Moser explains that Underwriters have contested the
allegations of DII Industries, Harbison-Walker, and Federal-Mogul
in each of the Coverage Lawsuits and have asserted counterclaims
and affirmative defenses in each matter.  The issues raised in
the Coverage Lawsuits are complex and continued litigation would
be extremely costly to DII Industries and its estate and
creditors.  While DII Industries believes that it will prevail in
the Coverage Lawsuits, the outcome remains uncertain.

                     The Settlement Agreement

On January 28, 2004, Halliburton, DII Industries, and
Underwriters entered into a Settlement Agreement pursuant to
which the parties intend to release and terminate any rights,
obligations and liabilities that Underwriters may owe to
Halliburton or DII Industries with respect to the Subject
Insurance Policies and the CIPs in consideration for certain
monetary payments.

The terms of the Settlement are:

   (A) Underwriters will pay DII Industries $575,000,000, less
       any credits due Underwriters;

   (B) Within 15 working days of the date all contingencies are
       satisfied or waived by Underwriters, Underwriters will
       make a $500,000,000 initial payment to DII Industries,
       less adjustment for the "Underwriters Disbursed Funds" and
       any credits due Underwriters, provided, however, that the
       Initial Payment will be $506,000,000 less the adjustments
       if certain contingencies occur;

   (C) Underwriters will pay DII Industries a further $75,000,000
       less any Credits 18 months after the earlier of:

       -- the date all conditions precedent are satisfied; or
       -- the date Underwriters make the Initial Payment.

       The Final Payment is conditioned upon entry of a final
       order in the Federal-Mogul bankruptcy case confirming that
       the Settlement Agreement does not violate the automatic
       stay in that case.  This condition will be satisfied if an
       order is entered in the Federal-Mogul bankruptcy case
       approving a settlement agreement between DII Industries
       and Federal-Mogul approving certain portions of the
       Settlement Agreement.  If this condition is not satisfied
       or waived by December 31, 2005, then the Final Payment
       will be reduced by an amount equal to the "Worthington CIP
       Shared Limits;"

   (D) Upon payment to DII Industries of the Initial Payment, DII
       Industries and Halliburton will be deemed to release,
       remise, covenant not to sue, and forever discharge
       Underwriters from and against all manner of actions,
       causes of action, suits, debts, accounts, warranties,
       damages, agreements, costs, expenses, claims or demands
       with respect to all claims that Halliburton and DII
       Industries ever had, now has, or may have:

       -- for insurance coverage, including both defense costs
          and indemnification claims, under the Subject Insurance
          Policies;

       -- arising out of or relating to any act, omission,
          representation, or conduct of any sort in connection
          with any of the Subject Insurance Policies; or

       -- arising out of or in connection with the Coverage
          Lawsuits or the CIPs.

       The release also extends to Equitas, which is an intended
       third party beneficiary of the terms of the releases.
       The release will not be effective with respect to claims
       subject to the Worthington CIP Shared Limits until the
       condition precedent is satisfied or waived;

   (E) At the time the releases in favor of Underwriters become
       effective, each Underwriter so released, and any
       subsequently appointed trustee or representative acting
       for the Underwriter, will be deemed to remise, release,
       covenant not to sue, and forever discharge Halliburton and
       DII Industries from and against any and all manner of
       action, causes of action, suits, warranties, damages,
       agreements, costs, expenses, claims or demands with
       respect to any claims that each Underwriter ever had, now
       has, or may have with respect to any of the Subject
       Insurance Policies, the CIPs and the Coverage Lawsuits;

   (F) Halliburton Company, DII Industries, LLC, Reorganized DII
       and Reorganized KBR agree to hold Underwriters harmless
       and provide Underwriters a full, uncapped indemnification
       with respect to claims for insurance coverage under or
       relating to handling of claims under the Subject Insurance
       Policies, provided, however, that this indemnity will not
       apply to claims subject to the Worthington CIP Shared
       Limits until the condition precedent set forth in the
       Settlement is satisfied or waived.  The indemnification
       also extends to Equitas;

   (G) Subject to satisfaction or waiver of the conditions
       precedent in the Settlement Agreement:

       (1) The Settlement Agreement will constitute an
           "Asbestos and Silica Insurance Settlement Agreement"
           for purposes of the Plan;

       (2) Underwriters and Equitas will be "Settling Asbestos
           and Silica Insurance Companies" entitled to the
           protection of the "Asbestos and Silica Insurance
           Company Injunction;"

       (3) The exhibits to the Plan will be amended to add the
           Settlement Agreement as an Asbestos and Silica
           Insurance Settlement Agreement and to add Underwriters
           and Equitas as Settling Asbestos and Silica Insurance
           Companies;

       (4) The provisions of the Settlement Agreement will be
           binding on Reorganized DII Industries and Reorganized
           KBR; and

       (5) The obligations of DII Industries under the Settlement
           Agreement will become the joint and several
           obligations of DII Industries, Reorganized DII
           Industries and Reorganized KBR;

   (H) The Settlement Agreement provides for a dismissal of the
       claims and counterclaims in the Coverage Lawsuits and a
       standstill with respect to the commencement of any claims
       related to the Insurance Policies pending fulfillment of
       the conditions precedent;

   (I) DII Industries will undertake all reasonable actions to
       cooperate with Underwriters in connection with their
       reinsurers.  Underwriters will cooperate with DII
       Industries and Halliburton in connection with obtaining
       certain information regarding the allocation of claims
       against insolvent insurers that subscribe to the Insurance
       Policies;

   (J) The Settlement Agreement provides that, until such time as
       DII Industries is advised by Underwriters that
       Underwriters' allocable share of payments with respect to
       third party bodily injury asbestos claims that are covered
       by the Insurance Policies equals the Settlement Amount,
       Halliburton and DII Industries will provide certain data
       and assistance to the Underwriters with respect to
       asbestos and silica-related bodily injury claims activity;
       and

   (K) Nothing in the Settlement Agreement may be deemed to be or
       construed as an admission by any party of any liability or
       failure of its obligations to any other party.

Paragraph VIII of the Settlement Agreement conditions the
obligation of Underwriters to pay the Settlement Amount on the
satisfaction or waiver of, among other conditions:

  (i) entry of an final order approving the Settlement including
      decretal provisions amending the Plan as described;

(ii) entry of a final order in the Harbison-Walker Bankruptcy
      providing that the Settlement Agreement does not violate
      the automatic stay in those cases; and

(iii) entry of a final order confirming the Plan as deemed
      modified pursuant to the Settlement Agreement, and provided
      that no asbestos reform legislation is passed prior to
      January 3, 2005 that concerns, relates to, regulates,
      limits or controls the prosecution of asbestos claims in
      the state or federal courts or in any other forum.

The Settlement Agreement is the product of extensive and
intensive arm's-length negotiations between DII Industries,
Halliburton and the Underwriters.  The Underwriters,
collectively, are the largest block of insurers in the Debtors'
asbestos insurance programs.  The Debtors believe that the
Settlement Agreement represents the single largest toxic tort
settlement entered into by Underwriters, as reinsured by
Equitas.  Any claims against London Market Company insurers are
not affected by the settlement.

Mr. Moser maintains that the approval of the Settlement Agreement
would result in the resolution of a significant portion of the
Coverage Lawsuits, therefore reducing the costs associated with
those lawsuits and eliminating any uncertainty regarding recovery
under the Underwriters' portions of the Insurance Policies.  This
will remove a potential cloud over the value of the 59,500,000
shares of Halliburton stock to be contributed to the Asbestos PI
Trust under the Plan, thus providing an indirect benefit to
Asbestos PI Trust Claimants.

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)


DOBSON COMMS: Amends Credit Agreement and Files Annual Report
-------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) announced the bank
credit agreement of its subsidiary, Dobson Cellular Systems, had
been amended to eliminate an ambiguity and inconsistency in the
leverage ratio covenant in the credit agreement to clarify that
leverage ratios are to be calculated based on the last four
quarters of operations, rather than by an annualization
calculation. Dobson Communications was in full compliance with the
leverage ratio covenants in the credit agreement at December 31,
2003, and, as a result of these amendments, expects to be in full
compliance with these covenants at March 31, 2004.

Dobson Communications also announced that it has received an
unqualified report from its independent public accountants with
respect to its December 31, 2003 financial statements, and that
Dobson Communications' annual report on Form 10-K for the year
ended December 31, 2003 was filed with the Securities and Exchange
Commission on March 19, 2004.

                About Dobson Communications

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns wireless operations in 16 states,
with markets covering a population of 10.6 million. The Company
serves 1.6 million customers. For additional information on the
Company, visit its Web site at http://www.dobson.net/

                        *   *   *

Standard & Poor's Ratings Services placed its ratings for Dobson
Communications Corp., American Cellular Corp., and related
entities (including the 'B-' corporate credit rating) on
CreditWatch with negative implications.

"The CreditWatch placement reflects the potential violation of
bank covenants before year-end 2004 resulting from the company's
revised EBITDA guidance, as well as increased pressure on roaming
revenue due to the pending merger between AT&T Wireless Services
Inc. (AWE) and Cingular Wireless LLC," explained Standard & Poor's
credit analyst Rosemarie Kalinowski.


DOBSON: Declares Series F Convertible Preferred Stock Dividend
--------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) declared a 6% cash
dividend on its outstanding Series F Convertible Preferred Stock.
The dividend will be payable on April 15, 2004 to holders of
record at the close of business on April 1, 2004. Series F
Preferred Stock, CUSIP number 256069 (for Reg. S investors, CUSIP
number U25401).

Holders of shares of the Series F Convertible Preferred Stock will
receive a cash payment of $5.357 per share held on the record
date. The cash dividend covers the period October 15, 2003 through
April 14, 2004. Cash dividends have an annual rate of 6% on the
$178.571 per share liquidation preference value of the preferred
stock.

                About Dobson Communications

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns wireless operations in 16 states,
with markets covering a population of 10.6 million. The Company
serves 1.6 million customers. For additional information on the
Company, visit its Web site at http://www.dobson.net/

                        *   *   *

Standard & Poor's Ratings Services placed its ratings for Dobson
Communications Corp., American Cellular Corp., and related
entities (including the 'B-' corporate credit rating) on
CreditWatch with negative implications.

"The CreditWatch placement reflects the potential violation of
bank covenants before year-end 2004 resulting from the company's
revised EBITDA guidance, as well as increased pressure on roaming
revenue due to the pending merger between AT&T Wireless Services
Inc. (AWE) and Cingular Wireless LLC," explained Standard & Poor's
credit analyst Rosemarie Kalinowski.


DOBSON: 12-1/4% Preferred Stock Cash Dividend Payable on Apr. 15
----------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) declared a cash
dividend on its outstanding 12-1/4% Senior Exchangeable Preferred
Stock. The dividend will be payable on April 15, 2004 to holders
of record at the close of business on April 1, 2004. CUSIPs for
the 12-1/4% Senior Exchangeable Preferred Stock are 256 072 30 7
and 256 069 30 3.

Holders of shares of 12 1/4% Senior Exchangeable Preferred Stock
will receive a cash payment of $30.9653 per share held on the
record date. The cash dividend covers the period January 15, 2004
through April 14, 2004. The dividends have an annual rate of
12-1/4% on the $1,000 per share liquidation preference value of
the preferred stock.

                About Dobson Communications

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns wireless operations in 16 states,
with markets covering a population of 10.6 million. The Company
serves 1.6 million customers. For additional information on the
Company, visit its Web site at http://www.dobson.net/

                        *   *   *

Standard & Poor's Ratings Services placed its ratings for Dobson
Communications Corp., American Cellular Corp., and related
entities (including the 'B-' corporate credit rating) on
CreditWatch with negative implications.

"The CreditWatch placement reflects the potential violation of
bank covenants before year-end 2004 resulting from the company's
revised EBITDA guidance, as well as increased pressure on roaming
revenue due to the pending merger between AT&T Wireless Services
Inc. (AWE) and Cingular Wireless LLC," explained Standard & Poor's
credit analyst Rosemarie Kalinowski.


ENRON CORP: Wants Court Approval of Prisma Separation Agreement
---------------------------------------------------------------
Historically, through various equity interests and contractual
arrangements, Enron Corporation and certain non-debtor
subsidiaries and affiliates have engaged in international energy
infrastructure businesses around the world.  Since December 2,
2001 and, in some instances, prior to the Petition Date, the
Debtors have conducted extensive due diligence and sales efforts
for many of these international assets, including, but not limited
to, exploring the sale of interests in Elektro Eletricidade e
Servicos, S.A., EPE-Empresa Produtora de Energia Ltda.,
Gasocidente do Mato Grosso Ltda., Gasoriente Boliviano Ltda., and
Transborder Gas Services Ltd., the Bolivia-to-Brazil pipeline,
Transredes-Transporte de Hidrocarburos, S.A., Trakya Elektrik
Uretimve Ticaret A.S. and Marianas Energy Company LLC.

Sylvia Mayer Baker, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that after an extensive marketing and auction
process, bids or other indications of interest were received for
several of the international businesses.  However, following
consultation with the Official Committee of Unsecured Creditors,
it was ultimately determined that the potential long-term value
of retaining and developing the international assets for future
value exceeded the potential value of an immediate sale based on
the bids and indications of interest received.

To maximize value for their creditors, the Debtors have created a
new international energy company, Prisma Energy International,
Inc., expected to comprise the majority of their international
energy infrastructure businesses.  Prisma is a Cayman Islands
exempted company with limited liability.  If all of the
contemplated international assets are transferred to Prisma as
currently contemplated, then Prisma will own interests in
businesses, whose assets will:

   (a) include over 9,600 miles of natural gas transmission and
       distribution pipelines;

   (b) include over 56,000 miles of electric transmission and
       distribution lines;

   (c) include over 2,100 megawatts of electric generating
       capacity;

   (d) serve 6,500,000 liquefied petroleum gas, gas, and
       electricity customers;

   (e) be located in approximately 14 countries; and

   (f) employ over 7,900 people.

Ms. Baker explains that Prisma will be an energy infrastructure
company providing energy generation, transportation, processing
and distribution services in a safe and reliable manner.  By
concentrating on its core competencies of owning and operating
energy infrastructure assets in diverse international locations,
Prisma intends to focus on being a low-cost, efficient operator
in the markets it serves.  Prisma's objective is to generate
stable cash flow, earnings per share, and dividends, and to grow
each of these through growth projected within the existing
portfolio of businesses.  Prisma will operate in three business
segments:  

A. Natural Gas Services

   The natural gas services segment would consist of ownership
   interests in:

   (a) nine city gas distribution companies located in South
       Korea providing service to over 2,000,000 customers;

   (b) LPG distribution businesses located in Venezuela and
       South Korea providing service, directly or through
       distributors, to over 2,200,000 customers;

   (c) six separate transportation businesses located in South
       America with a daily throughput capacity of approximately
       3,200,000,000 cubic feet per day of natural gas spanning
       more than 6,000 miles;

   (d) natural gas liquids extraction, fractionation,
       refrigeration and storage facilities located in
       Venezuela; and

   (e) a cogeneration company.

B. Power Distribution

   The power distribution segment would provide retail
   electricity delivery to 1,800,000 customers in the States of
   Sao Paulo and Mato Grosso do Sul, Brazil, through subsidiary
   Elektro, a Brazilian local electricity distribution company.
   Prisma is expected to own 99.62% of Elektro.

C. Power Generation

   The power generation segment would consist of ownership
   interests in 10 power generation projects located in
   Argentina, Brazil, the Dominican Republic, Guam, Guatemala,
   Nicaragua, Panama, the Philippines, Poland and Turkey, and
   have a total generating capacity of approximately 2,100
   megawatts with Prisma's ownership percentage representing
   generating capacity of approximately 1,180 megawatts.

Aggregating these assets will well-position Prisma to implement
the Debtors' planned strategy to maximize value for creditors,
but Prisma faces risks both specific to its assets and general to
the markets and countries in which it will operate.

Over the course of the past year, in consultation with the
Creditors' Committee, the Debtors and Prisma have worked together
to develop the framework for the implementation of Prisma and to
contact counterparties, partners, applicable regulatory and
government agencies, and other parties-in-interest to obtain the
requisite consents, waivers and related acknowledgments required
to transfer equity interests, debt, contracts and other assets
into Prisma and ultimately distribute the stock in Prisma to the
Debtors' unsecured creditors.  According to Ms. Baker, this
process is ongoing and is largely complete for some of the
businesses identified for inclusion in Prisma.  In addition, the
Debtors and Prisma have engaged in lengthy negotiations regarding
the terms and provisions of the Agreement and related documents
governing the transfer of equity interests, debt, contracts and
other assets into Prisma and the relationship between Prisma and
the Debtors thereafter.

By this motion, the Debtors ask the Court to approve and
authorize the implementation of Prisma through:

   (a) the execution, delivery and performance of the
       Transaction Documents -- a Contribution and Separation
       Agreement, a Transition Services Agreement, a Tax Matters
       Agreement and a Cross License Agreement -- and any
       related documents; and

   (b) the consummation of the transactions contemplated by the
       Transaction Documents and any related documents,
       including the transfer of the Prisma Assets to Prisma
       free and clear of all liens, claims, encumbrances, rights
       of setoff, netting, recoupment and deduction.

            The Contribution and Separation Agreement

The principal terms of the Contribution Agreement are:

A. Contributions

   On each Closing Date, each applicable Enron Party will
   contribute, convey, assign and deliver to Prisma the
   applicable Prisma Assets.

B. Issuance Prisma Shares

   On each Closing Date, in exchange for the Prisma Assets
   contributed, Prisma will issue to each of the Enron Parties
   making a contribution at such time the number of Prisma
   Shares specified for the contribution in the applicable
   schedule to the Agreement.

C. Rescission of Prisma Shares

   To the extent that the transfer of a Prisma Asset is
   rescinded by Enron pursuant to the terms of the Agreement, on
   each Rescission Date, each applicable Enron Party will return
   each of the Prisma Shares received and the returned Prisma
   Shares will then be cancelled; provided, that if between the
   Closing Date and the Rescission Date, there is a material
   reduction in value of an asset that an Enron Party elects to
   rescind and the reduction is directly caused by a fundamental
   restructuring of its related documentation, obligations or
   liabilities directly related to an affirmative action of
   Prisma management, then the number of Prisma Shares returned
   to Prisma upon the rescission will be reduced to approximate
   the new value of the rescinded asset, with the reduction
   being determined by the Independent Valuation Expert.  

D. Modification of Assets Available for Contribution

   At any time prior to the first distribution of Prisma stock
   to creditors, Enron, with the prior consent of the Creditors
   Committee, will have the right to select additional assets to
   be transferred to Prisma or to decide to rescind the transfer
   of an asset to Prisma.  If an asset is added, then a
   comparable number of Prisma Shares will be allocated for the
   contribution of the additional assets as allocated for the
   other Prisma Assets based on their estimated values.

E. Termination/Closings

   Provided that Enron has obtained the Requisite Consent, it
   will have the sole discretion to determine:

   (a) whether to proceed with the transactions contemplated by
       the Agreement or termination of the Agreement; and

   (b) the timing of any Closings pursuant to the Agreement
       provided that the closing conditions or waiver of
       conditions occur pursuant to the Agreement.

   However, no Closing or rescission may occur following the
   Distribution Date.

F. Certain Governance Provisions

   From the date of the Agreement until the Distribution Date,
   Prisma will continue to be subject to the Transaction
   Approval Process as adopted by the Board of Directors of
   Enron.  Furthermore, Prisma and its Subsidiaries will not,
   and will use commercially reasonable efforts to not permit
   any other International Group Company in which it owns a
   direct or indirect equity interest to, take any of the
   actions specified in Section 5.1 of the Agreement without the
   prior consent of Enron.

G. Intercompany Obligations

   Except as otherwise provided in the Agreement, all
   intercompany obligations between any International Group
   Company in which Prisma holds an interest, on the one hand,
   and any Enron Group Company, on the other hand, will survive
   the Closings and will continue in accordance with the terms
   and conditions thereof.  From and after the Initial Closing,
   Prisma and its Subsidiaries and any other International Group
   Company in which Prisma owns a direct or indirect equity
   interest will continue performance of its obligations to any
   Enron Group Company in accordance with their terms and
   conditions.  Prior to each Closing, each of the applicable
   Enron Parties set forth in the Agreement will duly authorize
   and pay, by dividend and distributions, the intercompany
   obligations related to the Closing as set forth in the
   Agreement.  In addition, prior to each Closing, Prisma, any
   Subsidiary of Prisma, or any International Group Company set
   forth in the Agreement will fully pay and discharge the
   intercompany obligations related to the Closing as set forth
   in the Agreement.

H. Distribution

   As soon as practicable, Prisma will and, if applicable, the
   Enron Parties will cause the Distributing Company to:

   (a) prepare and file with the SEC a Registration Statement on
       Form 10 or Form 20-F, as applicable;

   (b) use its reasonable best efforts to have the Registration
       Statement declared effective by the SEC;

   (c) take other actions as may be necessary to register the
       Prisma ordinary shares under Section 12(b) or 12(g) of
       the Securities Exchange Act of 1934, as amended; and

   (d) prepare and file, and use its reasonable best efforts to
       have approved, an application for listing the ordinary
       shares or other ownership interests on a national
       securities exchange or to be quoted in one of the Nasdaq
       markets, subject to official notice of distribution.

   Prisma has agreed that, for purposes of Section 1145 of the
   Bankruptcy Code, it is, and any other Distributing Company
   will be, an "affiliate" or "successor" of Enron and its
   related debtors and that the distribution of its ordinary
   shares or other ownership interests pursuant to the Plan will
   be exempt from registration.

I. General Indemnifications

   In accordance with the Agreement, from and after the Initial
   Closing Date, each of the Enron Parties, on a several but not
   joint basis, and Prisma will fully indemnify, defend, and
   hold harmless one another from and against any and all
   liability arising from third party claims related to a
   material breach of the Agreement, to the extent provided in
   the Agreement.  Further, Prisma will indemnify the Enron
   Indemnified Parties from and against any and all liabilities,
   to the extent any amount is actually paid, arising from third
   party claims in connection with any Prisma guaranty
   obligations that existed prior to the Initial Closing Date.
   Except as otherwise provided, the parties' general
   indemnification obligations, will, along with the parties'
   indemnification obligations under the Transition Services
   Agreement, be subject to a cap of $81,500,000.

J. Tax Indemnification

   Enron will indemnify and hold the Prisma Indemnified Parties
   harmless from and against any and all taxes to the extent
   provided in the Agreement.

K. Employee Benefits Indemnification

   Enron will indemnify and hold the Prisma Indemnified Parties
   harmless from and against any and all liabilities arising out
   of any employee benefit plan sponsored by Enron to the extent
   provided in the Agreement.

L. Prisma Release

   Prisma, on behalf of itself, its subsidiaries and the Prisma
   Assets it acquires, is to provide Enron and its affiliates on
   each Closing Date and on or immediately prior to the
   Distribution Date, a release from all liabilities, except for
   certain specified contractual, intercompany account and other
   liabilities, which are to survive.

M. Initiation of Auction Process

   Prior to the Distribution Date, and upon written notice from
   Enron, with the prior consent of the Creditors Committee, to
   Prisma, the Board of Directors of Prisma will, at Prisma's
   expense, commence an auction process or other type of
   recapitalization or financing transaction and will use its
   best efforts to consummate a sale of any of the businesses or
   assets of Prisma, any of its Subsidiaries or any International
   Group Company in which Prisma holds an interest.

N. Closing Conditions

   Each Closing is subject to a number of conditions customary
   to such transactions, including that (i) the Court will have
   entered the Bankruptcy Court Order, (ii) all Liens on the
   Prisma Assets imposed in connection with the DIP Agreement
   will have been released, and (iii) the Distribution will
   not have occurred.

                   The Cross License Agreement

The principal terms of the Cross License Agreement are:

A. Cross License Grant

   Except as otherwise provided, at the Closing, Enron and
   certain of its subsidiaries and affiliated companies will
   grant each and every counterparty to the Cross License
   Agreement and the Licensee's affiliates, a fully paid-up,
   worldwide, perpetual, non-exclusive, transferable, sublicense
   and assignable license under all of the Licensor's
   intellectual property rights in and to certain software
   programs, documentation and patents described in the Cross
   License Agreement.

B. Effective Date and Term

   The Cross License Agreement will become effective upon entry
   of the Bankruptcy Court Order and the licenses granted will
   continue in perpetuity.  However, in the event that a party
   breaches the Cross License Agreement and fails to cure the
   breach within 30 days after receiving notice of the breach,
   the non-breaching party may terminate the licenses granted at
   any time upon written notice.

                      Tax Matters Agreement

Pursuant to the Tax Matters Agreement, Enron and Prisma agree to
certain terms and conditions related to the preparation, filing
and payment of certain U.S. taxes.  The salient terms of the Tax
Matters Agreement are:

   (a) Enron will prepare and file all U.S. tax returns that
       Enron or its affiliates are legally obligated to file and
       which relate to Prisma, any subsidiary of Prisma or any
       Prisma Asset;

   (b) Prisma and its Subsidiaries will cooperate in, and
       provide information for, the preparation and filing of
       the returns; and

   (c) Prisma will be obligated to make distributions, pro rata
       to all shareholders, for certain specified tax
       liabilities of Enron, the Disputed Claim Reserve and the
       Disbursing Agent.

                  Transition Services Agreement

The salient terms of the Transition Services Agreement are:

   (a) Transition Services - Enron to Prisma: During the term of
       the Transition Services Agreement, Enron will provide to
       Prisma, or its permitted successors and assigns, the
       service standard set out in Article II thereof;

   (b) Transition Services - Prisma to Enron: During the term of
       the Transition Services Agreement, Prisma will provide to
       Enron, or its permitted successors and assigns, the
       service standard set out in Article II thereof;

   (c) Termination: To the extent the Transition Services
       Agreement has not previously terminated, the agreement
       will be effective from the Initial Closing Date until
       December 31, 2004, unless the parties otherwise agree in
       writing, with the consent of the Creditors Committee;

   (d) Liquidated Damages: The provider of services will pay
       100% of the price of the applicable services for damages
       related to the party's failure to provide services in
       accordance with the Transition Services Agreement;

   (e) Limitation of Liability and Indemnities: Other than
       rights of termination and liquidated damages, the
       purchaser of services agrees not to hold the provider
       liable for any damages related to provision of services.
       The purchaser of services also agrees to indemnify the
       provider for any third party claims against the provider
       that may results from the provision of such services; and

   (f) Insurance: The parties have agreed to certain procedures
       and responsibilities with respect to the disposition of
       claims under insurance policies under which Enron
       affiliates and Prisma or any Prisma Assets are both named
       insureds.  Enron has also agreed to maintain Prisma and
       its subsidiaries or certain Prisma Assets as the named
       insured under certain specified insurance policies.
   
Ms. Baker clarifies that one of the Enron Parties, EDF, is also
in administration in the Cayman Islands.  Accordingly, in
addition to seeking the Bankruptcy Court's approval, EDF's
execution of the Agreement and the participation in this
transaction is subject to the approval of the Grand Court of the
Cayman Islands.

Pursuant to Section 363 of the Bankruptcy Code, Ms. Baker asserts
that the contemplated Transactions should be authorized as:

   (a) the aggregation into Prisma maximizes the value of the
       Debtors and non-debtors' international assets, equity,
       debt, contract rights and other interests;

   (b) the Agreement and the Transaction Documents were
       negotiated extensively by the parties;

   (c) the transfer of the Prisma Assets to Prisma in exchange
       for a certain number of Prisma Shares constitutes an
       exchange for reasonably equivalent value; and

   (d) the transactions retain the long-term value of the Prisma
       Assets for the benefit of the Debtors' estates and
       creditors. (Enron Bankruptcy News, Issue No. 102;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


FACTORY 2-U: Hires Norman Dowling as Chief Financial Officer
------------------------------------------------------------
Factory 2-U Stores, Inc. (Pink Sheets: FTUSQ) announced that
Norman Dowling has joined the Company as Executive Vice President
and Chief Financial Officer, effective immediately. Mr. Dowling,
41, joins Factory 2-U Stores from PETCO Animal Supplies, Inc.
(Nasdaq: PETC), a leading specialty retailer of premium pet foods,
supplies and services, where he served as Vice President, Finance
since November 1999.

Mr. Dowling brings 22 years of experience in finance across
multiple industry sectors. Prior to joining PETCO, he served as
CFO and Secretary of CinemaStar Luxury Theaters, Director of
Finance at Advanced Marketing Systems, and Director of Mergers &
Acquisitions at Medical Imaging Centers of America, Inc. A native
of Dublin, Ireland, Mr. Dowling has a Bachelor of Commerce degree
from University College Dublin.

Norman G. Plotkin, Chief Executive Officer of Factory 2-U Stores,
said, "With his high-level financial experience spanning the
retail, entertainment and marketing sectors, and responsibilities
that have ranged from financial planning to corporate governance,
Norman has a diverse set of skills and experiences that will be
immensely useful to our company as we proceed with our
reorganization. We are pleased to have him as a member of our
team."

Factory 2-U Stores also announced that, on March 16, 2004, Mr.
Plotkin was elected to the Company's Board of Directors.

                About Factory 2-U Stores, Inc.

Headquartered in San Diego, California, Factory 2-U Stores, Inc.
-- http://www.factory2-u.com/-- operates a chain of off-price
retail apparel and housewares stores in 10 states, mostly in the
western and southwestern US, sells branded casual apparel for the
family, as well as selected domestics, footwear, and toys and
household merchandise. The Company filed for chapter 11 protection
on January 13, 2004 (Bankr. Del. Case No. 04-10111). M. Blake
Cleary, Esq., and Robert S. Brady, Esq., at Young Conaway Stargatt
& Taylor, LLP represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $136,485,000 in total assets and
$73,536,000 in total debts.


GENESIS HEALTH: Neighborcare Execs Disclose Common Stock Ownership
------------------------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission, six directors and officers of NeighborCare, Inc.
disclose their ownership of the Company's common stock:

(1) As of January 23, 2004, James D. Dondero, Director of
    NeighborCare Inc., beneficially owns 2,060,512 shares of
    NeighborCare Common Stock after indirectly acquiring 500,000
    shares through Highland Crusader Offshore Partners LP.  This
    is in addition to the 145,000 shares acquired through
    Highland on December 23, 24 and 26, 2003.  Mr. Dondero also
    acquired these shares pursuant to NeighborCare's conversion
    of his Series A Convertible Preferred Stocks into Common
    Stock on December 16, 2003 through various entities:

    Number of         Number of
    Series A Shares   Common Stock   Beneficial Owner
    ---------------   ------------   ----------------
        2,784            24,882      Prospect Street High Income
                                     Portfolio, Inc.

       29,389           262,664      Highland Crusader Offshore
                                     Partners LP

        2,077            18,563      KZH Pamco LLC

    Mr. Dondero is President of Highland, Prospect and Strand.

(2) Robert H. Fish, Director of NeighborCare, Inc., acquired
    9,897 shares of NeighborCare Common Stock at $10.86 per share
    on January 21, 2004.  Mr. Fish sold these shares on the same
    day at $22.86 per share.

    Mr. Fish also beneficially owns options to purchase 399,163
    shares of common stock at $10.86 per share until December 1,
    2013.

(3) John Arlotta, Chairman, President and Chief Executive Officer
    of NeighborCare Inc., beneficially owns 1,000,000 shares of
    common stock through these acquisitions:

    (a) 250,000 shares acquired on January 5, 2004;

    (b) 250,000 shares acquired on December 24, 2003;

    (c) 250,000 shares acquired on December 16, 2003; and

    (d) 250,000 shares acquired on December 9, 2003.

(4) On December 9, 2003, John F. Gaither, Jr., Senior Vice-
    President, General Counsel and Secretary of the Board of
    NeighborCare, Inc., acquired options to buy 150,000 shares of
    NeighborCare Common Stock at $21.50 per share.

(5) On December 9, 2003, Richard W. Sunderland, Jr., Chief
    Financial Officer of NeighborCare Inc., acquired options to
    purchase 75,000 shares of NeighborCare's Common Stock at
    $21.50 per share.

(6) On December 9, 2003, Robert A. Smith, Chief Operating Officer
    of NeighborCare Inc., acquired options to purchase 87,500
    shares of NeighborCare's Common Stock at $21.50 per share.
    (Genesis/Multicare Bankruptcy News, Issue No. 53; Bankruptcy
    Creditors' Service, Inc., 215/945-7000)


GLOBAL CROSSING: Enters Into Stipulation Settling Amdocs' Claims
----------------------------------------------------------------
Global Crossing North America, Inc. and Amdocs, Inc., formerly
known as Clarify, Inc., entered into a certain software license
and maintenance contract, dated as of December 19, 1997.  
Pursuant to the Amdocs Contract, Amdocs provided GCNA with
licenses to certain software and maintenance to the Software,
including upgrades and support services, which GCNA utilizes in
the operation of its network.

The Debtors assert that they have fully paid, under the terms of
the Amdocs Contract, for the portion of the Software that they
actually utilize in the operations of their network.  Amdocs
asserts that GCNA has certain remaining payment obligations under
the Amdocs Contract.  On September 30, 2002, Amdocs filed proofs
of claim -- Claim Nos. 5422 and 5423 -- amounting to $13,352,209.

On January 31, 2003, the Debtors filed a Complaint for
Declaratory Relief seeking a declaration that they had a
perpetual license to use the Software.  The Debtors
contemporaneously filed a motion to reject the Amdocs Contract.
On March 7, 2003, Amdocs filed an answer to the Complaint and an
objection to the Motion.

Limited discovery has been undertaken by the Parties in relation
to the Complaint and Motion.  Subsequently, the Parties have
negotiated a resolution to the dispute related to the Amdocs
Contract that fully resolves the Complaint and Motion.

Accordingly, GCNA and Amdocs entered into a stipulation, which
the Court approved, containing these terms:

   (1) The Parties agree and stipulate to the dismissal of
       Adversary Proceeding No. 03-02069 pursuant to Rule 41 of
       the Federal Rules of Civil Procedure;

   (2) As of the Effective Date, the Amdocs Contract is assumed
       as modified by the terms and conditions set forth in the
       Stipulation, Agreement and Order;

   (3) The Complaint and Motion are dismissed;

   (4) For good and valuable consideration, Amdocs withdraws its
       Claims against the Debtors;

   (5) Amdocs waives and is barred from asserting any Claims
       against any of the Debtors, but solely to the extent such
       Claims relate to or arise out of the relationships and
       transactions evidenced by or related to the Amdocs
       Contract except to the extent of the Debtors' obligations;

   (6) GCNA will pay $500,000 to Amdocs in this manner:

       -- GGNA will make an initial payment of $350,000 to an
          account specified by Amdocs without further delay, and
          will make additional payments beginning 90 days after
          the Effective Date, in quarterly installments of
          $37,500 each, totaling $150,000 to an account specified
          by Amdocs;

   (7) The Payments will be made in full and final settlement of
       all amounts due or that come due under the Amdocs
       Contract, including all claims asserted by Amdocs against
       GCNA related to the Amdocs Contract, and GCNA will have no
       liability or obligation to Amdocs under the Amdocs
       Contract, whether monetary or otherwise;

   (8) Amdocs will be deemed to have granted and will grant to
       GCNA a perpetual, royalty-free license to the Software
       that was delivered to GCNA before December 1999,
       consistent with the terms and conditions of use specified
       in the Amdocs Contract and consistent with applicable
       provisions of Section 365 of the Bankruptcy Code,
       provided, however, that:

       * GCNA agrees to abide by all continuing non-monetary
         obligations imposed on it pursuant to the Amdocs
         Contract and GCNA will bind its successors and assigns
         to all continuing non-monetary obligations;

       * GCNA returns or warrants the destruction of all Software
         delivered to GCNA on or after January 2000 and provides
         Amdocs with the right to verify destruction, if
         necessary;

       * GCNA agrees that Amdocs can participate in any and
         all requests for proposals initiated by GCNA during
         2004; and

       * GCNA commits that it will continue to use the Software
         through December 2004; and

   (9) Amdocs will not have any obligations of any nature under
       the Amdocs Contract to the Debtors, including any
       maintenance or support.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --  
http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-
40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts. (Global Crossing Bankruptcy News,
Issue No. 57; Bankruptcy Creditors' Service, Inc., 215/945-7000)


HAYES LEMMERZ: HLI Trust Moves to Compel Nomura to Produce Docs
---------------------------------------------------------------
Nomura Holding America, Inc. was the owner of 937,500 shares of
Hayes Lemmerz International, Inc. common stock, as well as
warrants to purchase 22,500 shares of HLI common stock.  NHA
subsequently acquired an additional 350,300 shares of HLI common
stock.  NHA transferred the HLI Securities to Tri-Links
Investment Trust, a Delaware Investment Trust.

On August 30, 2000, the Debtors and Tri-Links entered into a
stock purchase agreement pursuant to which Tri-Links sold to the
Debtors 1,287,800 shares of HLI common stock and warrants to
purchase 22,500 shares of HLI common stock, for a purchase price
of $17,771,640.

Tri-Links merged with, and was succeeded by, Nomura Special
Situations Investment Trust on June 22, 2001.

In connection with their current investigations, the HLI Creditor
Trust seeks information that will allow it to:

   (a) determine whether Nomura exchanged shares on behalf of
       itself or others, like the beneficiaries of Tri-Links,
       and, if so, the names and addresses of the beneficiaries;

   (b) understand how the Debtors' cash was used;

   (c) understand the relationship between and among Tri-Links,
       NSSIT and NHA; and

   (d) analyze what actions, if any, may be available to the
       Trust against Nomura, the beneficiaries of Tri-Links or
       NSSIT as transferees, or their respective successors or
       affiliates.

According to William F. Taylor, Jr., Esq., at McCarter & English
LLP, in Wilmington, Delaware, the Debtors currently do not know
if the $17,771,640 was distributed by Tri-Links to its
beneficiaries or whether the Payment was held by Tri-Links at the
time it merged with NSSIT.  The Debtors need to identify any
transferees that received all or some of the Payment.  The
Debtors also need to determine if NSA or some other Nomura entity
has any legal obligation, by way of guarantee or otherwise, to
satisfy the debts of Tri-Links or NSSIT.

Investigation and pursuit of the Trust Avoidance Actions requires
a detailed analysis of the Stock Purchase Agreement between HLI
and Nomura and the answers to certain questions, Mr. Taylor says.

By this motion, the HLI Trust seeks the Court's authority under
Rule 2004 of the Federal Rules of Bankruptcy Procedure to issue a
subpoena for the production of documents and oral testimony from
Nomura.  

The Trust outlines instructions regarding the production of
documents:

A. Documents produced should include everything in NSSIT or NHA's
   possession, custody or control, including their accountants
   and attorneys, relating to the document request.  Documents
   produced should be organized and described or labeled by
   reference to the request to which each document is responsive.
   The request will be deemed continuing so as to require
   supplemental responses if NSSIT or NHA discovers or obtains
   further or different information after the responses are
   served;

B. If NSSIT or NHA objects to providing any documents requested
   on the grounds that it is privileged, NSSIT or NHA must   
   provide:

   (a) the grounds for its objection;

   (b) the subject of the information withheld;

   (c) the identity of all persons by whom and to whom the
       information was communicated; and

   (d) the identity and date of any of the document;

C. The request seeks the production of documents created, dated,
   sent or received during the period January 1, 2000 to the
   present, unless some other time period is specified;

D. Any objection to the production of any document or category of
   documents must state with specificity all grounds for the
   Objection;

E. In the event that a document called for by the request has
   been destroyed, the response will identify:

   (a) the preparer of the document;
     
   (b) its addresser, if different;
     
   (c) its addressee;
     
   (d) each of its recipient, each person to whom it was
       distributed or shown;
   
   (e) its date;

   (f) a description of its contents and subject matter;

   (g) the date of its destruction;

   (h) the manner of its destruction;

   (i) the name, title and address of person authorizing its
       destruction;

   (j) the reason for its destruction;

   (k) the name, title and address of the person that destroyed
       the document; and

   (l) a description of the efforts to locate the document and
       copies of it; and

F. If, in answering the request, there's an ambiguity in
   interpreting a particular request, or a definition, or an
   instruction, the claim of ambiguity will not be used as a
   basis for refusing to respond.  Instead, the language deemed
   to be ambiguous and the interpretation chosen or used in
   responding to the request must be identified.     

The documents that the Trust wants produced include all
documents:

   (a) that refer or relate to NHA's transfer of the HLI
       Securities to Tri-Links, including any agreement or
       understanding between NHA and Tri-Links as to which Person
       would bear any losses relating to the HLI Securities;

   (b) that reflect any guarantee, indemnification or other
       assumption of liability by NHA or any other Nomura entity
       concerning Tri-Links, NSSIT or the HLI Shares;

   (c) that refer or relate to the Stock Purchase Agreement,
       including correspondence with Hayes Lemmerz or any of the
       Beneficiaries;

   (d) that refer or relate to the distribution of the proceeds
       from the Stock Purchase Agreement to the Beneficiaries or
       any other Person;

   (e) that identify the name, current address or last known
       address of each of the Beneficiaries;

   (f) sent by or on behalf of Tri-Links to the Beneficiaries;

   (g) that refer or relate to any accounts held by, or in the
       name of any of the Beneficiaries with Tri-Links, NSSIT or
       NHA, from July 2000 to the present;

   (h) that refer or relate to the transfer of funds by Tri -
       Links or NSSIT to or from the Beneficiary Accounts from
       August 1, 2000 to the present;

   (i) that constitute copies of the Form 1099 or other tax
       documents that Tri-Links, NSSIT or NHA provided to any of
       the Beneficiaries that refer or relate to the sale of
       the HLI Shares pursuant to the Stock Purchase Agreement or
       the proceeds from the sale of the HLI Shares;

   (j) that reflect the assets owned by Tri-Links at the time it
       merged with NSSIT;

   (k) that reflect the financial status of Tri-Links Investment
       Trust, Nomura Special Situations Trust and Nomura Holdings
       America, Inc., including, without limitation, audited and
       unaudited balance sheets and profit and loss statements,
       prepared by or for any of the entities for any time
       between January 1, 2000 and the present; and

   (l) that reflect any agreement, contract or understanding
       between Tri-Links or NSSIT and any other Person, including
       NHA, regarding the guarantee, indemnification or
       assumption of liability of Tri-Links' or NSSIT's
       Obligations.

(Hayes Lemmerz Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


HERCULES INC: S&P Revises Outlook on Low-B Ratings to Stable
------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Hercules
Inc. to stable from positive.

The outstanding ratings including the 'BB' corporate credit rating
on this Wilmington, Del.-based company were affirmed. Standard &
Poor's also assigned its 'B+' rating to Hercules' proposed $250
million senior subordinated notes due 2034. At the same time,
Standard & Poor's assigned its 'BB' senior secured bank loan
rating and its recovery rating of '2' to the company's proposed
$150 million revolving credit facility due 2007 and $400 million
term loan due 2010, based on preliminary terms and conditions. The
'BB' rating is the same as the corporate credit rating; this and
the '2' recovery rating indicate that bank lenders can expect
substantial (80%-100%) recovery of principal in the event of a
default.

The $650 million in proceeds from the senior subordinated note
issuance and the new bank term debt will be used to redeem a
portion of the preferred stock due in 2029, retire the bank debt
due in 2007, and redeem some of the senior notes due in 2007.

The outlook revision reflects a slower-than-expected strengthening
of the financial profile given higher potential asbestos-related
obligations and the replacement of preferred securities, which had
some equity-like characteristics, with debt.

"The attainment of a financial profile appropriate for a higher
rating appears diminished, even though improved volumes and a
continuation of debt reduction are expected to strengthen credit
quality ratios," said Standard & Poor's credit analyst Wesley E.
Chinn.

The ratings reflect Hercules' sizable debt burden and some
exposure to asbestos litigation. These weaknesses are partially
offset by Hercules' position as one of the larger specialty
chemical companies in North America with annual revenues of
approximately $1.8 billion, respectable operating margins, and
prospects for improving cash flow generation.


KAISER: Alumina Supply Pact with Pechiney Remains Valid Until 2006
------------------------------------------------------------------
Alcan Inc. (NYSE, TSX: AL) announced that the 300,000 tonne per
year alumina supply agreement between Kaiser Aluminum
International, Inc. (KAII) and its subsidiary Pechiney Trading
Company (PTC) remains valid and enforceable for its entire
duration until the end of 2006.

The motion filed against PTC by Kaiser Aluminum Corporation and
affiliated entities (including Kaiser Aluminum & Chemical
Corporation (KACC) and KAII) to cancel the alumina supply
agreement in connection with KACC's proposed sale of its interest
in the Alpart alumina refinery has been definitively withdrawn.
The motion was filed on January 20, 2004 before the U.S.
Bankruptcy Court for the District of Delaware, seeking to reject
the five- year alumina supply agreement between KAII and PTC.

Alcan is a multinational, market-driven company and a global
leader in aluminum and packaging, as well as aluminum recycling.
With world-class operations in primary aluminum, fabricated
aluminum as well as flexible and specialty packaging, aerospace
applications, bauxite mining and alumina processing, today's Alcan
is even better positioned to meet and exceed its customers' needs
for innovative solutions and service. Alcan employs 88,000 people
and has operating facilities in 63 countries.


LONDON & SCOTTISH ASSURANCE CORP: Section 304 Petition Summary
--------------------------------------------------------------
Petitioner: David R. Rose, as foreign representative of the
            Debtors

Debtors: London and Scottish Assurance Corporation Ltd.
         Edinburgh Assurance Company Limited
         The New Zealand Reinsurance Company (UK) Limited
         The Road Transport & General Insurance Company Lim
         The Indemnity Marine Assurance Company Limited
         The Ulster Marine Insurance Company Limited
         Scottish Insurance Corporation Limited
         The British & European Reinsurance Company Limited
         Commercial Union Assurance Company Limited
         The Yorkshire Insurance Company Limited
         The Ocean Marine Insurance Company Limited
         General Accident Fire and Life Assurance Corporation
         General Accident Reinsurance Company Limited
         St. Helens, 1 Undershaft
         London EC3P 3DQ, United Kingdom

Case Nos.: 04-11829, 04-11840, 04-11841, 04-11845, 04-11851,
           04-11852, 04-11859, 04-11860, and 04-11864 through
           04-11868, inclusive

Section 304 Petition Date: March 18, 2004

Court: Southern District of New York (Manhattan)

Judge: Prudence Carter Beatty

Petitioner's Counsels: Peter A. Ivanick, Esq.
                       Herbert K. Ryder, Esq.
                       LeBoeuf, Lamb, Greene & MacRae, LLP
                       125 West 55th Street
                       New York, NY 10019-5389
                       Tel: 212-424-8075
                       Fax: 212-424-8500


LORAL SPACE: Inks Satellite Leasing Accord with StarBand
--------------------------------------------------------
StarBand, America's first consumer high-speed, two-way satellite
Internet provider, has signed a five-year agreement to extend its
lease of six satellite transponders on the Telstar 7 satellite
currently operated by Loral Skynet.

The high-powered Telstar 7 satellite, located at 129(degree) West
Longitude, provides comprehensive coverage of the continental
United States as well as Alaska and Hawaii. The agreement
continues an accord that has been in place between StarBand and
Skynet since the launch of StarBand in 2000.

"This agreement enables the ongoing growth of StarBand and its
customer base and ensures the capacity for tens of thousands of
StarBand's current customers located across the U.S.," said
StarBand Chief Executive Officer Zur Feldman.

In October 2003, Loral Space & Communications accepted a bid by
Intelsat Ltd., a global satellite communications provider, to
purchase Loral's North American fleet of satellites including
Telstar 7 as part of Loral's Chapter 11 reorganization. Last week,
Loral filed an amendment in the US Bankruptcy Court for the
Southern District of New York incorporating the StarBand agreement
as part of its sale to Intelsat. The agreement, including a
provision that Intelsat assume the StarBand-Loral agreement, was
approved by Loral's bankruptcy court on March 15.

"StarBand will launch a stream of innovative new products and
services this year -- the first one to be announced later this
month," said Feldman. "As such, this agreement was critical in
securing the room for growth anticipated from these new services."

Following StarBand's own emergence from Chapter 11 late last year,
the company has secured relationships with several new partners in
order to launch a wide array of new products and services. These
services will meet the broadband needs of a wider audience,
provide improved performance levels, and deliver wider operating
system compatibility.

                About StarBand Communications Inc.

StarBand Communications Inc., headquartered in McLean, Virginia,
is America's first nationwide provider of two-way, always-on,
high-speed Internet access via satellite to residential and small
office customers. In 2003, StarBand introduced its fourth
generation satellite modem, the StarBand 480 Pro, a professional-
strength, network-ready and business-grade modem delivering high
speed connectivity and instant networking capability. StarBand
also launched new Residential price plans with monthly fees as low
as $39.99. The StarBand antenna accommodates both StarBand high-
speed Internet service and DISH Network satellite TV programming
in the continental U.S. StarBand's network comprises customers and
service in all 50 states, Puerto Rico and the U.S. Virgin Islands.
Visit StarBand at http://www.StarBand.com/


LYONDELL CHEMICAL: Will Release Q1 2004 Results on April 22
-----------------------------------------------------------
Lyondell Chemical Company NYSE: LYO) announced the following
schedule and contact information for its first-quarter earnings
release and teleconference:

     Earnings Release:     April 22, 2004
                           8:30 a.m. Eastern Time
                           By Lyondell web site
                           at http://www.lyondell.com/earnings/

     Teleconference:       April 22, 2004
                           11:30 a.m. Eastern Time
                           Hosted by Doug Pike, Director, Investor
                           Relations, and Kevin DeNicola, Senior
                           Vice President and Chief Financial
                           Officer.
                           Listen-only mode via telephone and
                           Internet broadcast on Lyondell's web
                           site at
                           http://www.lyondell.com/earnings

     Dial-In Numbers:      U.S. Toll Free: 888-391-2385
                           International:  484-644-0641
                           Please call 10 to 15 minutes before the
                           scheduled start of the teleconference.  
                           Pass code: Lyondell

     Web Replay:           Will be available at 1:30 p.m. Eastern
                           Time on April 22 at
                           http://www.lyondell.com/earnings

     Telephone Replay:     Will be available from 1:30 p.m.
                           Eastern Time April 22 to 5:00 p.m.
                           Eastern Time on April 30.
                           The dial-in numbers are:
                           United States:  800-294-4406, Pass Code
                                           5549
                           International:  402-220-9778, Pass Code
                                           5549

     Related Disclosures:  Reconciliations of non-GAAP financial  
                           measures to GAAP financial measures and
                           any other applicable disclosures
                           (including the earnings release) will
                           be available at 11:30 a.m. Eastern Time
                           on April 22 at
                           http://www.lyondell.com/earnings

Lyondell Chemical Company -- http://www.lyondell.com/--
headquartered in Houston, Texas, is a leading producer of:
propylene oxide (PO); PO derivatives, including toluene
diisocyanate (TDI), propylene glycol (PG), butanediol (BDO) and
propylene glycol ether (PGE); and styrene monomer and MTBE as
co-products of PO production.  Through its 70.5% interest in
Equistar Chemicals, LP, Lyondell also is one of the largest
producers of ethylene, propylene and polyethylene in North America
and a leading producer of ethylene oxide, ethylene glycol, high
value-added specialty polymers and polymeric powder. Through its
58.75% interest in LYONDELL-CITGO Refining LP, Lyondell is one of
the largest refiners in the United States processing extra heavy
Venezuelan crude oil to produce gasoline, low sulfur diesel and
jet fuel.

                       *     *     *

As previously reported, Fitch Ratings affirmed Lyondell Chemical
Company's senior secured credit facility rating at 'BB-',
Lyondell's senior secured notes at 'BB-', and Lyondell's senior
subordinated notes at 'B'.

Fitch also affirmed the 'BB-' rating on Equistar Chemicals
L.P.'s senior secured credit facility, and the 'B' rating on
Equistar's senior unsecured notes. The Rating Outlook remains
Negative for both Lyondell and Equistar.

The Negative Rating Outlook for both companies reflects Fitch's
concern that margins at Lyondell and Equistar will continue to
remain under pressure into 2004. In addition, Fitch is concerned
with the uncertainty in the overall economy, energy and raw
materials costs, and the pace of improvement in demand.


MAXWORLDWIDE INC: Plans to Deregister Common Stock with SEC
-----------------------------------------------------------
MaxWorldwide, Inc. (OTC Pink Sheets: MAXW), announced that it
intends to file a Form 15 with the Securities and Exchange
Commission on March 30, 2004 to deregister its common stock and
suspend its reporting obligations under the Securities Exchange
Act of 1934. The Company expects the deregistration to become
effective within 90 days of the filing with the SEC.

As a result of the Form 15 filing, the Company's obligation to
file with the SEC certain reports and forms, including Forms 10-K,
10-Q, and 8-K, will immediately cease. While the Form 15
certification has a 90-day pendency prior to effectiveness, the
Company's obligation to file periodic and current reports will
cease at the time of filing. Accordingly, the Company will not
file an Annual Report on Form 10-K for the fiscal year ended
December 31, 2003.

The Company expects to realize significant cost savings as a
result of being relieved of its SEC periodic reporting
requirements. The Company currently incurs significant costs in
having its common stock registered, including costs of independent
auditors, legal counsel and various indirect costs.

The Company has filed a certificate of dissolution with the
Delaware Secretary of State pursuant to a Plan of Liquidation and
Dissolution approved by the stockholders last year. As previously
announced, the Company has declared a special distribution of
$0.50 per share, payable to stockholders of record as of March 15,
2004. The Company has ceased operations and does not intend to
carry on any business other than completing its dissolution.

The Company's common stock currently is quoted in the Pink Sheets.
Following the filing of the Form 15 on March 30, 2004, there is no
guarantee that broker-dealers will continue to make a market for
the Company's common stock in the Pink Sheets. As a result,
shareholders may be faced with more limited opportunities to
liquidate their investments in the Company. Shareholders may not
be able to liquidate their investment in the Company should the
need arise at a given time. The Company does not intend to file
its Form 15 until March 30, 2004. Until this time, the Company
expects that broker-dealers will continue making a market for its
common stock in the Pink Sheets.


MEDIA 100: Files for Chapter 11 to Facilitate Optibase Acquisition
------------------------------------------------------------------
Optibase Ltd. (NASDAQ: OBAS), a leader in digital video encoding
and streaming solutions, and Media 100 Inc. (OTCBB: MDEAE.OB)
announced that they have executed a definitive loan agreement to
provide up to $1 million of secured debtor-in-possession (DIP)
financing, and an asset purchase agreement which, subject to court
approval, calls for Optibase to buy substantially all the assets
of Media 100 for $2.5 million (less the amount of any funding
advanced).

In accordance with its previously announced plan to facilitate the
transaction, Media 100 has filed a voluntary petition for
reorganization under Chapter 11 of the Bankruptcy Code in United
States Bankruptcy Court for the District of Massachusetts. The
sale will be subject to various conditions, including approval by
the Court in the Chapter 11 case. Optibase and Media 100 have
requested that the Court, upon expedited hearing, enter an order
setting forth sale procedures, including notice and overbid
provisions which would be applicable to the transaction.

"Following approval by the Court, Optibase intends to keep Media
100 activity intact as a unit in Optibase in order to continue the
development, sales, and support of the Media 100 products," said
Tom Wyler, Chief Executive Officer and Chairman of the Board of
Optibase. "We strongly believe in the capabilities of the Media
100 team of employees and their vision for 844/X and Media 100 HD,
and believe that with our financial strength the Media 100 line of
products will be able to realize their potential."

"The Optibase deal gives Media 100 strong financial support during
the Chapter 11 proceeding in order to drive the market penetration
of 844/X Version 3 and the debut release of Media 100 HD," said
John Molinari, President and Chief Executive Officer of Media 100.
"We believe that with our substantial, five-year technology
investment, Optibase will acquire products that will be cutting
edge and allow for strong competition in the market."

The acquisition is subject to a number of contingencies, including
approval by the Court. In the event the transaction is not
completed, Media 100 may be required to cease operations.

                        About Optibase

Optibase, Ltd. (NASDAQ: OBAS) provides professional encoding,
decoding, video server upload and streaming solutions for telecom
operators, service providers, broadcasters and content creators.
The company's platforms enable the creation, broadband streaming
and playback of high quality digital video. Optibase's breadth of
product offerings are used in applications, such as: video over
DSL/Fiber networks, post production for the broadcast and cables
industries, archiving; high end surveillance, distance learning;
and business television. Headquartered in Israel, Optibase
operates through its fully-owned subsidiary in Mountain View,
California and offices in Europe, Japan and China. Optibase
products are marketed in over 40 countries through a combination
of direct sales, independent distributors, system integrators and
OEM partners. Visit http://www.optibase.com/for further  
information.

                       About Media 100

Media 100 develops award-winning advanced media systems for
content design, enabling creative professionals to design highly
evocative effects-intensive work on a personal computer. Creative
artists and content design teams around the world use Media 100's
Emmy Award-winning solutions. The Company is headquartered in
Marlboro, Massachusetts. Web site is at http://www.media100.com/


MEDIA 100 INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Media 100 Inc.
        450 Donald Lynch Boulevard
        Marlboro, Massachusetts 01752

Bankruptcy Case No.: 04-41521

Type of Business: The Debtor designs and sells advanced
                  media systems for content design.
                  See http://www.media100.com/

Chapter 11 Petition Date: March 19, 2004

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: William V. Sopp, Esq.
                  Burns & Levinson LLP
                  125 Summer Street
                  Boston, MA 02110

Total Assets: $9,497,940

Total Debts:  $3,771,485

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Nordblom Management Corp.     Trade debt                $135,093

Avnet Electronics Marketing   Trade debt                $108,933

Skaddon, Aps, Slate, Meager   Trade debt                $106,386
& Flom LLP

Ernest & Young LLP            Trade debt                $104,655

Panasonic Broadcast TV        Trade debt                 $58,492
Systems

Arrow Electronics, Inc.       Trade debt                 $49,488

C&M Corporation               Trade debt                 $38,556

Blue Cross Blue Shield        Trade debt                 $34,955

Continental Resources         Trade debt                 $28,392

MAGMA, Inc.                   Trade debt                 $28,052

Raz Public Relations          Trade debt                 $26,460

Artel Software Inc.           Trade debt                 $20,625

Alba Editorial, Inc.          Trade debt                 $20,000

Metromark International Corp  Trade debt                 $17,951

IQS Capital                   Trade debt                 $11,932

KCSA Worldwide                Trade debt                 $10,239

E-Expedient                   Trade debt                 $10,151

Curtis-Straus LLC             Trade debt                  $8,715

On Message                    Trade debt                  $8,808

TTI, Inc.                     Trade debt                  $7,982


MIRANT CORP: Entergy Asks Court to Lift Stay to Set Off Claims
--------------------------------------------------------------
Entergy Arkansas, Inc., and, as necessary, Entergy Services,
Inc., as agent for EAI, Entergy Gulf State, Inc., Entergy
Louisiana, Inc., Entergy Mississippi, Inc. and Entergy New
Orleans, Inc., ask the Court to lift the automatic stay to permit
their recoupment of amounts against Wrightsville Power Facility
LLC.

William J. Doby, Esq., at Locke Liddell & Sapp LLP, in Dallas,
Texas, relates that Wrightsville owns and operates a 560-MW power
generating facility in Pulaski County, Arkansas.  Among other
things, EAI owns a power transmission system interconnected with
the Wrightsville Power Plant and provides retail electric utility
service to Wrightsville.

               EAI's Interconnection Agreement Claims

Wrightsville is bound by an Interconnection and Operating
Agreement with EAI.  The Interconnection Agreement, in party,
sets the terms under which the Wrightsville Power Plant is
interconnected with EAI's power transmission system.  The
Interconnection Agreement also contains provisions regarding the
construction of certain facilities and system upgrades owed by
EAI as part of the interconnection of the Wrightsville Power Plan
to the Entergy Transmission System.

Under the Interconnection Agreement, although EAI builds and owns
these facilities and upgrades, Wrightsville is obligated to
reimburse EAI for all Actual Costs -- generally, costs incurred
by EAI for the acquisition or construction of the facilities and
upgrades.  Under certain circumstances, this reimbursement may
create taxable income for EAI.  Accordingly, under the
Interconnection Agreement, Actual Costs include any estimated Tax
Costs.  

In turn, the Wrightsville Power Plant is entitled to dollar-for-
dollar transmission credits equal to the amount that Wrightsville
actually reimburses to EAI for the construction costs of certain
transmission system network upgrades.  

According to Mr. Doby, Wrightsville has made reimbursement
payments of approximately $35,954,890 to EAI under the
Interconnection Agreement from the year 2000 through October 31,
2003.  These payments are not sufficient to pay all amounts owed
to EAI under the Interconnection Agreement as of the Petition
Date.

On January 11, 2002, the Federal Energy Regulatory Commission
issued an order, which implemented a new test that changed the
FERC's classification of, and assignment of cost responsibilities
for, certain facilities constructed to establish the physical
interconnection of a generator with a transmission system.
This classification test determines, in part: (i) whether the
generator is entitled to Transmission Credits, and (ii) whether
the cost reimbursement paid by the generator to the transmission
provider is income subject to taxation.  The January 11, 2002
order is currently the subject of a petition for review at the
United States Court of Appeals for the District of Columbia
Circuit.  

Relying on the test developed in the January 11, 2002 Order, in
January and February 2003, the FERC issued orders that
reclassified certain of Wrightsville's interconnection facilities
with the Entergy Transmission System as Transmission Credit
eligible network upgrades.  On February 28, 2003, Entergy filed a
petition for rehearing of these two orders, which is still
pending.

As a result of this reclassification by the FERC, Mr. Doby
explains that EAI incurred an additional income tax liability of
$4,540,989.  Under the Interconnection Agreement, Wrightsville is
obligated to reimburse EAI for the entire Tax Gross Up Claim.  In
August 2003, a written demand was made on Wrightsville under the
terms of the Interconnection Agreement for prompt payment of the
Tax Gross Up Claim.  That demand was calculated net of:

   -- approximately $514,840 in payments to EAI under the
      Interconnection Agreement but not yet applied against
      costs; and

   -- a potential Tax Refund.

To date, Wrightsville has not paid the Tax Gross Up Claim.

EAI also holds a Radio Station Claim under the Interconnection
Agreement for the expense incurred, or to be incurred, of
approximately $33,000 to correct certain interference with radio
station KAAY allegedly caused by the substation interconnected
with the Wrightsville Power Plant.

Taking into account the Tax Gross Up Claim and the Radio Station
Claim, as of October 31, 2003, the total cost to be reimbursed to
EAI under the Interconnection Agreement is approximately
$39,472,928.  Accordingly, taking into account the payments by
Wrightsville, as of October 31, 2003, Wrightsville owes
approximately $4,032,880 to EAI under the Interconnection
Agreement.

                    Others Amounts Owed to EAI

Currently, EAI has claims for certain services, including:

   (i) a claim under Invoice No. 1098697 -- $6,132 for work
       performed at Wrightsville's request on the Remote
       Terminal Switch located in the substation interconnected
       with the Wrightsville Power Plant; and

  (ii) a claim under Invoice No. 1102548 -- $2,166 for work
       needed to complete certain switching in connection with
       maintenance on high voltage equipment at the Wrightsville
       Power Plant.

           EAI's Generator Imbalance Notification Claim

Mr. Doby informs the Court that Wrightsville is also bound by an
FERC-accepted Generator Imbalance Agreement with EAI.  The
Imbalance Agreement, in part, sets forth certain practices and
procedures to be followed regarding delivery of energy to the
Entergy Transmission System.  The Imbalance Agreement addresses
mismatches between the amount of energy scheduled for delivery
from Wrightsville's generator and the amount of energy actually
produced by the generator.

EAI, including through ESI, endeavors to maintain an electrically
balanced transmission system.  ESI and EAI cannot control the
generation schedule and actual output of independent generators,
like Wrightsville.  However, the applicable FERC-approved Open
Access Transmission Tariff requires generators, or their
customers, to provide schedules showing quantities of electric
power that they commit to deliver.  These schedules allow ESI on
EAI's behalf to dispatch the Entergy Transmission System and to
maintain system control while multiple complex transactions
occur.  Consequently, independent generators are responsible for
the fulfillment of their schedules, including the reduction of
the schedules when they produce insufficient energy.

During July 2002, the Wrightsville Power Plant experienced 19
separate Notice Events -- failures to deliver energy as scheduled
-- in which it did not notify the System Operation Center within
the requisite two-minute period.  Consequently, EAI used other
sources of energy generation to satisfy Wrightsville's schedules.
In August 2002, Wrightsville experienced five additional Notice
Events in which it failed to adjust its schedules and to notify
the SOC within the requisite two-minute period.

Bills under the Imbalance Agreement were delivered to
Wrightsville requiring payment of the claim arising from
Wrightsville's failure to provide to EAI the requisite notice.
The original amount of the Generator Imbalance Notification Claim
is approximately $4,198,000, plus any accrued unpaid prepetition
interest permitted thereon.  Wrightsville disputed the Generator
Imbalance Notification Claim.  In addition, Wrightsville refused
to make a deposit equal to the disputed claim into an interest
bearing escrow account pending resolution of the parties'
disagreement, as required under the Imbalance Agreement's FERC-
approved billing dispute procedures.  Wrightsville was informed
that the failure to pay the disputed amounts could result in
suspension of Wrightsville's Imbalance Agreement service.  On
April 25, 2003, Wrightsville was notified that it was in default
under the Imbalance Agreement.

                  EAI's Retail Electricity Claim

EAI and Wrightsville also executed an Agreement for Electric
Service dated December 11, 2001 under which EAI provides certain
retail electric service to Wrightsville pursuant to, inter alia,
agreements, tariffs, and federal and state utility regulations.  
EAI bills Wrightsville each month for retail electric service in
an account, in arrears.  The monthly bill for the EAI Account is
roughly $40,000 to $50,000.  Wrightsville also receives electric
service under a separate account with recent monthly billings of
less than $1,000.  As of October 3, 2003, Wrightsville had failed
to pay approximately nine monthly invoices for retail electric
service having an aggregate unpaid balance of approximately
$405,000.  EAI has applied a $90,000 deposit to reduce the EAI
Retail Claim pursuant to a Court Order.

                EAI's Recoupment and Offset Rights

A. The Interconnection Agreement Funds

   EAI holds approximately $514,840 in funds Wrightsville paid
   under the Interconnection Agreement not formally applied to
   the Actual Costs as of the Wrightsville Petition Date.  Mr.
   Doby notes that the Interconnection Agreement Funds are
   subject to recoupment, or to being applied or offset, as
   applicable, by EAI against the amounts owed to it under the
   Interconnection Agreement.  Furthermore, if the
   Interconnection Agreement Funds should exceed the amounts
   owed under the Interconnection Agreement, and otherwise be
   payable to Wrightsville, the Interconnection Agreement Funds
   may be offset against any other prepetition amounts owed to
   EAI by Wrightsville.

B. The Tax Fund

   After certain payments were made, in December 2001, the
   Internal Revenue Services issued a Notice, which allowed
   certain interconnection transactions to be treated as non-
   taxable to the recipient utility company provided the safe
   harbor requirements were satisfied.  Soon thereafter, EAI
   determined that certain of the Wrightsville interconnection
   costs satisfied the safe harbor requirements.  Under the
   Interconnection Agreement, Mr. Doby states that EAI is
   obligated to refund excess tax gross up payments to
   Wrightsville in certain situations where the tax law changes
   but only after the IRS has refunded to EAI the resulting
   refund of income taxes it previously paid, if any.  The
   potential tax refund due to Wrightsville for tax year 2000
   may be as much as $508,109, but this amount is still to be
   received by EAI.  Any Tax Refund EAI owes to Wrightsville
   under the Interconnection Agreement is subject to recoupment,
   or to being applied or offset, as applicable, by EAI against
   amounts it owed under the Interconnection Agreement,
   including the Tax Gross Up Claim and the Radio Station Claim.  
   Furthermore, if the Tax Refund should exceed the amounts owed
   to EAI under the Interconnection Agreement, and payable to
   Wrightsville, the Tax Refund may be offset against any other
   prepetition amounts owed to EAI by Wrightsville.

C. Amounts owed for Energy Purchases

   In September 2003, ESI, as agent, purchased energy generated,
   upon information and belief, by the Wrightsville Power Plant.
   The Purchased Power was marketed by Mirant Americas Energy
   Marketing, LLC.  Subject to further investigation,
   approximately $1,050,000 was initially owed for the Purchased
   Power, with approximately $246,196 of the Power Purchase
   Obligation being ultimately owed by EAI, before taking into
   account any right of offset, netting, or recoupment.  All but
   $246,196 of the Power Purchase Obligation has been paid to
   MAEM -- the portion ultimately owed by EAI.  The Debtors and
   EAI have exchanged information regarding the Power Purchase
   Obligation and whether the Purchased Power was ultimately sold
   for the account and benefit of MAEM or Wrightsville, or
   others.  Further information is to be exchanged and this may
   be resolved.  To the extent Wrightsville owns any portion of
   the Power Purchase Obligation:

   (a) EAI may be indebted to Wrightsville for that portion; and

   (b) EAI may offset against such portion any prepetition
       amounts owed to EAI by Wrightsville.

D. The Generator Imbalance Payments

   During the period September 2002 through the Wrightsville
   Petition Date, EAI incurred net Generator Imbalance Payments
   exceeding $900,000 for delivery of energy by Wrightsville.  
   EAI has already reduced, or has the right to reduce, the
   Generator Imbalance Notification Claim by such amount.  
   Furthermore, (i) any net Generator Imbalance Payments owed to
   Wrightsville are subject to EAI's right of recoupment arising
   from the Generator Imbalance Notification Claim, and (ii) in
   the alternative, any net Generator Imbalance Payment owed to
   Wrightsville is subject to EAI's right of setoff against any
   other prepetition amounts owed by Wrightsville to EAI.

E. The Transmission Credits

   Wrightsville is entitled to Transmission Credits under the
   Interconnection Agreement for the amount actually paid by
   Wrightsville to EAI for certain optional system upgrades to
   the Entergy Transmission System -- approximately $16,000,000
   -- and for the related tax gross up reimbursement actually
   paid to EAI less the amount of Transmission Credits already
   paid to Wrightsville.  Subject to the outcome of the FERC
   Classification Proceeding, Wrightsville may be entitled to
   further Transmission Credits for certain other system
   upgrades constructed as part of the interconnection of the
   Wrightsville Power Plant to the Entergy Transmission System.

   On September 23, 2003, ESI filed a complaint against
   Wrightsville before the FERC.  The FERC Complaint requests
   Wrightsville to forego Transmission Credits equal to the
   Generator Imbalance Notification Claim, less the amount of
   any Generator Imbalance Payments owed to Wrightsville, all
   due to Wrightsville's violation of the terms of its Imbalance
   Agreement and its failure to pay FERC-approved Imbalance
   Agreement charges.  In the alternative, the Complaint
   requests that Imbalance Agreement service to Wrightsville be
   suspended until the Imbalance Notification Claim is paid.

   The Transmission Credits, or payments due to Wrightsville
   thereon, are subject to recoupment or to being reduced or
   offset, as applicable, by the Generator Imbalance
   Notification Claim, the amounts owed to EAI under the
   Interconnection Agreement, including the Tax Gross Up Claim,
   and EAI's other claims against Wrightsville.

Mr. Doby contends that EAI holds rights of recoupment and the
Court should allow its exercise of those rights with respect to:

   (a) any balance of the Interconnection Agreement Funds and
       the Tax Refund remaining after the exercise of EAI's
       right of recoupment;

   (b) the Power Purchase Obligation, if owed to Wrightsville;

   (c) any Generator Imbalance Payments remaining after the
       exercise of EAI's right of recoupment or netting; and

   (d) the Transmission Credits and the amounts owed by EAI to
       Wrightsville from time to time in connection with
       Transmission Credits.

Mr. Doby asserts that the stay should be lifted because:

   (i) the Entergy Entities' rights have been obtained in good
       faith;

  (ii) reducing Transmission Credits by the amount owed to EAI
       results in no additional out-of-pocket expense to
       Wrightsville and will assist in the cure of a prepetition
       default under the Imbalance Agreement;

(iii) Wrightsville lacks equity in the property and funds, to
       the extent subject to EAI's right of offset or reduction;
       and

  (iv) Wrightsville has not offered adequate protection of EAI's
       rights.

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)


MONET MOBILE: Edmund Wood Appointed as Chapter 11 Trustee
---------------------------------------------------------
United States Trustee Ilene J. Lashinsky has appointed Edmund J.
Wood to serve as a chapter 11 trustee in Monet Mobile Networks,
Inc.'s chapter 11 case.  The U.S. Trustee reports that she
consulted with these parties in interested regarding the
appointment of the trustee:

   a) Peter Ito and Shelly Crocker
      attorneys for IG InfoComm U.S.A., Inc.;

   b) Rhonda Wagnes
      Vice President and Legal Counsel for Qualcomm, Inc.; and

   c) Gayle E. Bush
      attorney for the Debtor.

The U.S. Trustee assures the U.S. Bankruptcy Court for the Western
District of Washington that Mr. Wood is a disinterested person as
defined in Section 101(14) of the Bankruptcy Code.  The Court
approved the chapter 11 trustee's appointment and orders Mr. Wood
to post an initial $300,000 bond.

Headquartered in Kirkland, Washington, Monet Mobile Networks Inc.
-- http://www.monetmobile.com/-- provides high-speed, wireless  
Internet access service in North America with gradual expansion to
nationwide networks.  The Company filed for chapter 11 protection
on March 4, 2004 (Bankr. W.D. Wash. Case No.: 04-12894).  Gayle E.
Bush, Esq., and Katriana L. Samiljan, Esq., at Bush, Strout &
Kornfeld represent the Debtor in its restructuring efforts.  When
the Company filed for protection from its creditors, it listed
$2,853,616 in total assets and $32,005,173 in total debts.


NAT'L CENTURY: Los Angeles Clinic Sale Bidding Procedures Approved
------------------------------------------------------------------
To ensure that its estate realizes the maximum sale price,
Memorial Drive Office Complex LLC sought and obtained the Court's
approval of uniform bidding procedures in connection with the
sale of its medical clinic located in Los Angeles, California.  

Parties may submit bids to purchase the Medical Clinic in
accordance with these Competitive Bidding Procedures:

A. Only pre-qualified bidders will be entitled to submit a bid to
   purchase the Medical Clinic.  In order to be a Qualified
   Bidder, an entity must, on or before 12:00 noon Eastern Time
   on April 13, 2004, provide:

   * a deposit in the form of a cashier's or certified check or a
     letter of credit for $25,000; and

   * a detailed description of the sources and relevant amounts
     of equity or debt financing.

   If financing for a bid will be provided by external sources, a
   bidder must include copies of relevant commitment letters and
   identify the individuals at the financing institutions so that
   MDOC may contact them.  

B. The Auction Sale will be conducted at the offices of Jones
   Day, commencing at 2:00 p.m. Eastern Time on April 15, 2004.  
   MDOC will conduct the Auction Sale, which will take place by
   open bidding.  Bidding at the Auction Sale will be limited to
   Qualified Bidders.  

C. The Auction Sale of the Medical Clinic will be on an "as is"
   and "where is" basis and will be without representations or
   warranties of any kind or nature whatsoever, except as set
   forth in the Asset Purchase Agreement.  

D. All bids for the Medical Clinic must be on a cash basis.
   Furthermore, the bid of any Qualified Bidder will not be
   subject to any contingency whatsoever, except for Court
   approval.

E. Any offer must state that:

   (1) It constitutes a binding offer and that it will remain in
       effect through the date of closing of the sale of the
       Medical Clinic; and

   (2) The bidder is prepared to consummate the transaction
       three business days after the sale order becomes a final,
       non-appealable order.

F. At the conclusion of the Auction Sale, MDOC will determine
   the highest and best offer for the Medical Clinic.  The
   hearing to approve the purchase by the Successful Bidder will
   be held on April 16, 2004.

G. The Deposit submitted by a Qualified Bidder that is not
   the Successful Bidder will be returned to the Qualified Bidder
   within two business days after the closing of the sale of the
   Medical Clinic to the Successful Bidder.  In the event that
   the Successful Bidder whose bid is approved by the Court fails
   to close the purchase of the Medical Clinic without just
   cause, the Deposit of the Successful Bidder will become
   property of the MDOC estate.

H. In the event the Successful Bidder fails to close its purchase
   of the Medical Clinic, the Qualified Bidder who submitted the
   second highest competing bid at the Auction Sale, as approved
   by the Debtors, will be deemed to be the Successful Bidder and  
   will be obligated to close its proposed purchase of the
   Medical Clinic on the terms and conditions of its last bid.

I. The closing of the sale to the Successful Bidder will take
   place on the third business day after the Sale Order becomes a
   final, non-appealable order or as soon thereafter as
   practicable, provided all terms and conditions of the Asset
   Purchase Agreement are satisfied.

J. All prospective bidders may contact Mark Tomassini at Alvarez
   & Marsal, Inc., 55 W. Monroe Street, Suite 3700, Chicago,
   Illinois 60603, telephone: (312) 601-4229, e-mail:
   mtomassini@alvarezandrnarsal.com to obtain financial and
   other information regarding the Medical Clinic, the Asset
   Purchase Agreement and related documents.  MDOC will provide
   all prospective bidders with any appropriate and pertinent
   information they may request regarding MDOC and the Medical
   Clinic, provided each prospective bidder must enter into a
   confidentiality agreement in a form acceptable to MDOC.

The Court also approves the manner of notice of the Competitive
Bidding Procedures and the sale of the Medical Clinic.  MDOC will
file and serve a notice of the proposed auction sale of the
Medical Clinic.  The Sale Notice will describe:

   * the Medical Clinic,

   * the minimum acceptable competing bid for the Medical Clinic
     of $975,000,

   * the $25,000 minimum bidding increment for the Auction Sale,

   * Libertad's and other parties' rights to participate in the
     Auction Sale and to make higher and better offers, and

   * a description of the Competitive Bidding Procedures.

The Sale Notice will be served by mail on all parties that have
expressed an interest in the Medical Clinic and will be published
in both an appropriate industry-based periodical and website and
a newspaper of general circulation in the area in which the
Medical Clinic is located.  MDOC will also post a copy of the
Sale Notice on the Debtors' website, http://www.ncfe.com/

The Sale Hearing will take place on April 16, 2004.

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


NET PERCEPTIONS: Rejects Obsidian's Further Revised Exchange Offer
------------------------------------------------------------------
Net Perceptions, Inc. (Nasdaq:NETP) announced that after careful
consideration, including a review with independent financial and
legal advisors, its board of directors has determined that
Obsidian's further revised exchange offer of 3/100 of a share of
Obsidian common stock, plus $0.25, for each outstanding share of
Net Perceptions common stock, is financially inadequate and not in
the best interests of Net Perceptions' stockholders. Accordingly,
the Net Perceptions' board of directors urges stockholders to
reject Obsidian's further revised offer and not tender their
shares.

As reported by Obsidian Enterprises, Inc., as of the scheduled
expiration date for its exchange offer of 5:00 p.m. on March 17,
2004, 1,135,149 Net Perceptions shares had been deposited with the
exchange agent for the offer. This represents approximately 3.8%
of the fully diluted outstanding shares of Net Perceptions common
stock. Obsidian's further revised exchange offer is conditioned
on, among numerous other conditions, at least 51% of Net
Perceptions' shares on a fully diluted basis having been validly
tendered and not withdrawn.

The reasons for the board's decision to reject Obsidian's further
revised exchange offer, and a description of the financial
analyses of Obsidian and its further revised offer presented to
the board by the Company's financial advisor, Candlewood Partners,
LLC, are contained in an amendment to the Company's Schedule 14D-9
which is being filed today with the SEC.

The Company said its board of directors continues to believe that
implementing the plan of liquidation adopted by the board is
reasonably likely to provide higher realizable value to
stockholders than Obsidian's further revised exchange offer.
Accordingly, the board reiterated its recommendation that
stockholders vote FOR the plan of liquidation at the special
stockholders meeting which is scheduled to be reconvened tomorrow,
March 23, 2004. The Company reminded stockholders that failure to
vote will have the effect of a vote against the plan of
liquidation, and urged stockholders, if they have not yet
submitted a proxy card or provided appropriate voting instructions
to allow their shares to be voted, to do so today, March 22, 2004,
so that their votes can be counted at the reconvened special
meeting tomorrow.

The Company said that, in an effort to facilitate voting by
stockholders whose shares are held in "street name" by a broker or
other nominee, it had mailed to certain of such stockholders
additional voting instruction cards, which include instructions as
to how to vote by phone or internet. Given the shortness of time,
the Company urged such stockholders to vote by telephone at 1-800-
454-8683, or by internet at http://www.proxyvote.com/


NEXTEL COMMS: S&P Raises Corporate Credit Rating to BB+ from BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Reston,
Va.-based wireless carrier Nextel Communications and intermediate
subsidiary Nextel Finance Co. The corporate credit rating was
raised to 'BB+' from 'BB-'. The outlook is positive.

The rating on Nextel Finance's bank loan was raised to 'BBB' from
'BB', now two notches above the corporate credit rating. The
recovery rating of '1' indicates a high expectation of full
recovery of principal in the event of a hypothetical default. The
higher notching reflects Standard & Poor's improved assessment of
Nextel's subscriber value.

Also, Standard & Poor's assigned its 'BB' rating to the $500
million 5.95% senior redeemable notes due 2014 issued as a shelf
drawdown by Nextel. Proceeds are expected to refinance debt. The
rating on these notes is one notch below the corporate credit
rating because the amount of priority obligations relative to
estimated enterprise value are modestly below Standard & Poor's
30% threshold for a two-notch differential. The outlook remains
positive. Pro forma for the notes, total debt was about
$10.2 billion ($11.5 billion after adjusting for operating leases)
at Dec. 31, 2003.

"The upgrade reflects a significantly improved expectation that
Nextel will be able to maintain a competitive edge in the next few
years with its differentiated service offerings (i.e., push-to-
talk [PTT] and customized applications)," said Standard & Poor's
credit analyst Michael Tsao. This expectation is driven by
Standard & Poor's assessment that other wireless carriers that
have either rolled out or are planning to introduce PTT-type
service will unlikely target Nextel's entrenched business and
public sector subscriber base for some time due to the dependence
of this base on Nextel's exclusive network for access to critical
user groups. The extent of this dependency is illustrated by the
fact that Verizon Wireless has only enjoyed very limited success
to date with its PTT-type service introduced in August 2003.

The combination of strong execution and the entrenched subscriber
base have enabled Nextel to enjoy good revenue growth, reach an
EBITDA margin of about 39%, maintain solid operating metrics
(i.e., industry-leading low churn and high average revenue per
user [ARPU]), generate $1.3 billion of free cash flow, and improve
its leverage to a modest 2.4x debt to 2003 EBITDA (about 2.6x
after adjusting for operating leases). Although Nextel could face
spectrum capacity-related challenges in the distant future,
such concern is addressed at least for the next few years by the
expected deployment of the 6:1 voice coder.

Nextel is a nationwide digital wireless service provider with more
than 12 million predominantly business and public sector users at
the end of 2003. The company offers an integrated package of
services, including cellular telephony, digital two-way radio,
paging, data, and advanced text messaging. Nextel is a holding
company with an intermediate subsidiary (Nextel Finance Co.) that
owns various operating subsidiaries involved in providing services
and spectrum licensing. Over the past several years, the company
has diversified away from cyclical industries (e.g., construction,
manufacturing, and transportation) into non-cyclical industries
(e.g., financial services, government, education, and public
safety). Nextel exclusively uses Motorola's iDEN technology
because it allows the company to provide services over its
noncontiguous special mobile radio frequencies. The company
currently has a proposal to swap some spectrum with the public
safety sector in order to address interference-related issues, and
has offered to provide the sector with up to $850 million in
assistance over several years. This proposal is still under FCC
review and is being challenged by several competitors.


OAKWOOD HOMES: Says Majority of Creditor Classes Support Plan
-------------------------------------------------------------
Oakwood Homes Corporation (OTC Bulletin Board: OKWHQ) announced
that five of nine classes of parties in interest entitled to vote
on the Company's Amended Plan of Reorganization have approved the
Plan. Section 1129(a)(10) of the Bankruptcy Code requires that at
least one "impaired class" must accept the Plan before the U.S.
Bankruptcy Court can confirm the Plan. A hearing before the
Bankruptcy Court for purposes of confirming the Plan is expected
in late March. While the Company intends to seek confirmation of
the Plan at this hearing, there can be no assurances that the
Bankruptcy Court will confirm the Plan on a timely basis, or at
all.

The Plan, among other things, provides for the sale of
substantially all of the Company's non-cash assets to Clayton
Homes, Inc. pursuant to an Asset Purchase Agreement between the
Company and Clayton dated as of November 24, 2003. If the sale to
Clayton is not consummated, the Plan provides for the
reorganization of the Company as a standalone entity, under which
substantially all of the Company's pre-petition liabilities would
be cancelled in exchange for 100% of the outstanding common stock
of the reorganized Company. However, there can be no assurance
that the Company would emerge as a standalone entity if the sale
to Clayton is not consummated.


OMEGA HEALTHCARE: S&P Assigns BB- Rating to New Senior Notes
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Omega Healthcare Investors Inc.'s recently issued $200 million 7%
senior notes due April 2014.

Concurrently, the senior unsecured debt rating is raised to 'BB-'
from 'B' and removed from CreditWatch positive, where it was
placed March 5, 2004.

Additionally, the rating on the preferred stock is raised to 'B'
from 'B-' and removed from CreditWatch positive, where it was also
placed March 5, 2004. The rating actions affect $526 million of
rated securities. The outlook is stable.

The raised rating on the existing securities and the assignment of
the 'BB-' rating to the new notes follows a series of completed
transactions that results in a material reduction in encumbered
assets and encumbered income. The new senior unsecured note
issuance paved the way for Omega to complete a new $125 million
secured revolver. The new revolver replaces a larger, more highly
secured $225 million revolver. Due to the level of encumbrance
associated with the previous revolver, Standard & Poor's was
required to rate it two notches below the company's corporate
credit rating. The new facility is collateralized with
approximately $180 million of undepreciated real estate
investments.

Pro forma for these transactions, assuming a fully drawn facility
(with funds used to purchase assets), secured debt-to-
undepreciated real estate investments would be approximately 15%,
and encumbered real estate investments and encumbered income would
decline to roughly 25% and 30%, respectively. As a result, the
senior unsecured rating is now the same as the company's
'BB-'corporate credit rating.
    
                        RATINGS LIST

     Omega Healthcare Investors Inc.

                                 Rating
                             To           From
          Senior unsecured   BB-          B/Watch Pos
          Preferred stock    B            B-/Watch Pos


OMNOVA SOLUTIONS: Posts $5.5 Mil. Net Loss for First Quarter 2004
-----------------------------------------------------------------
OMNOVA Solutions Inc. (NYSE: OMN) reported a loss of $5.8 million
or $(0.14) per diluted share for the first quarter of 2004,
compared to a loss of $6.9 million or $(0.17) per diluted share
during the first quarter of 2003. Included in the first quarter of
2004 and 2003 were restructuring and severance charges of $0.3
million and $1.1 million, respectively, related to workforce
reductions. Excluding the restructuring and severance charges, the
Company reported a net loss of $5.5 million, or $(0.14) per
diluted share, for the first quarter of 2004 as compared to a loss
of $5.8 million, or $(0.14) per diluted share for the first
quarter of 2003.

Sales increased 4.2% to $159.9 million for the first quarter of
2004, compared to $153.4 million during the same period a year
ago. Cost of goods sold for the first quarter of 2004 increased
$4.9 million to $120.3 million versus the same quarter last year
while gross profit improved to $39.6 million in the first quarter
of 2004 as compared to $38 million in 2003. Raw material cost
increases of $3.3 million, due to continued inflation in oil and
natural gas based feedstock costs, and higher pension expense,
were offset by improvements in manufacturing productivity and
lower spending. Selling, general and administrative costs declined
$1.0 million to $33.1 million in the first quarter of 2004 versus
$34.1 million in the first quarter of 2003, primarily due to
reductions in salary workforce and lower discretionary spending.
Interest expense increased to $5.2 million for the first quarter
of 2004 versus $2 million for the same period a year ago, because
of higher average interest rates as a result of last year's
refinancing actions. The Company's total debt at the end of the
first quarter of 2004 was $203.0 million, an increase of $10.8
million since the fourth quarter of 2003. The increase resulted
from normal seasonal working capital needs.

"The first quarter, which begins in December, is always our
weakest due to seasonality. However, we are encouraged with the
good progress in top line sales growth, and the improved operating
profit in all three of our business segments. Actions taken in
2003 to reduce our fixed cost structure are yielding the benefits
we projected, approximately $16 million annualized. We are seeing
improvement in most of our end-use markets after a weak economic
environment over the past two years and we are optimistic that the
improvement should continue throughout 2004," said Kevin McMullen,
OMNOVA Solutions' Chairman and Chief Executive Officer. "Earnings
per share, excluding restructuring and severance charges, remained
flat versus last year due to higher interest expense and
significant raw material cost inflation, with styrene prices
hitting 13-year highs in the quarter. While we made progress in
the first quarter in implementing price increases to partially
offset raw material costs, most of the benefits will occur
starting in the second quarter. Our LEAN SixSigma initiatives to
eliminate waste and improve customer satisfaction are generating
early positive results.

Also, OMNOVA Solutions continues to introduce exciting new
products that are enabling us to gain share in many of our product
categories and provide even greater leverage as our markets
improve."

Performance Chemicals - Net sales during the first quarter of 2004
increased 7.4% to $80.2 million versus $74.7 million in the first
quarter of 2003. Stronger customer demand and new product
introductions positively impacted revenues for paper, carpet,
nonwovens and adhesive/tape products. Segment operating profit was
$1.9 million in the first quarter of 2004 as compared to $1.3
million in the first quarter of 2003. Excluding restructuring and
severance charges of $0.2 million in 2003 related to reduction in
workforce actions, segment operating profit in the first quarter
of 2003 was $1.5 million. As compared to last year, raw material
costs were up $3.2 million during the quarter, primarily related
to higher styrene costs driven by high oil and natural gas
feedstock costs and temporary industry capacity reductions for
planned maintenance. In response to the raw material inflation,
the Company implemented price increases across all product lines
in the first quarter and has announced an additional price
increase in paper chemicals to take effect in the second quarter.
Annualized price increases totaling $8.0 million have been
achieved.

Trialing activity for new business continues with the potential to
increase volumes by over five percent annually in commercial
carpet, high performance paper latex and various specialty
chemical applications. The North American coated paper market
continues to improve, driven by higher print ad spending. Also,
the Company's first generation POLYFOX(TM) fluorosurfactants
received full regulatory approval from the EPA, allowing the
Company to manufacture and sell this environmentally-preferred
product in all areas of application.

Decorative Products - Net sales were $59.7 million during the
first quarter of 2004 compared to $62.3 million in the first
quarter of 2003. Of the $2.6 million sales decline, $1.9 million
was related to exiting the heat transfer product line, which was
completed during the fourth quarter of 2003. Favorable foreign
exchange conversion benefited Decorative Products' sales by $1.5
million in the quarter. Domestic wallcovering sales improved as
hospitality properties increased their refurbishment spending in
the quarter after two years of delays, while the corporate office
market has yet to rebound. New commercial construction spending in
the Company's served markets is improving and industry sources
forecast spending to be up 5-10% in 2004, depending on the market.
Coated fabrics sales were down slightly versus last year with
increased volume due to new products and customers offset by
continued weakness in the residential upholstery and
transportation markets. The segment incurred an operating loss of
$0.9 million for the first quarter of 2004, an improvement of $2.9
million versus the first quarter of 2003 due to cost reduction
initiatives from 2003. Excluding restructuring and severance
charges of $0.3 million and $0.8 million, respectively, the
operating loss was $0.6 million in the first quarter of 2004
versus a loss of $3.0 million in 2003.

During the quarter, domestic wallcovering sales improved versus
last year in five of its six major brands, and quoting activity is
improving. In coated fabrics, the Company was awarded a key
specification for marine vinyl and is bidding on several new large
volume contracts. Sales in our unconsolidated Asian joint venture
improved 9% versus last year as the operation gains market share
while serving an increasingly global customer base. In decorative
laminates, orders are ramping up for new products introduced in
2003, including SURF(X)(R) three-dimensional laminates, where two
national retailers are ordering product for store fixture and
countertop applications.

Building Products - Net sales of the Company's single-ply roofing
membrane products were $20.0 million during the first quarter of
2004, an increase of 22% compared to $16.4 million in the first
quarter of 2003. Refurbishment sales, representing over 60% of the
Company's volume, continued to be strong as many building owners
increased their spending on maintenance requirements after several
years of delays. The segment generated operating profit of $0.7
million for the first quarter of 2004 as compared to an operating
loss of $0.2 million for the first quarter of 2003, due to higher
sales volumes and significantly improved manufacturing
efficiencies.

OMNOVA Solutions Inc. (Fitch, BB- Senior Secured Credit Facility
and B+ Senior Secured Note Ratings, Negative) is a technology-
based company with 2003 sales of $683 million and 2,100 employees
worldwide. OMNOVA is an innovator of emulsion polymers, specialty
chemicals, and decorative and functional surfaces. For more
information, visit http://www.omnova.com/


OMT INC: Engages Vencorp Capital to Raise Additional Financing
--------------------------------------------------------------
OMT Inc. (TSXV:OMT) announced that it is pursuing an equity
financing of up to $2.5 Million to fund business expansion and
improve working capital to correct deficiencies with major
lenders. OMT has engaged Vencorp Capital Inc. (VCI) to act as a
financial agent and advisor to raise the financing. The engagement
with VCI is in the form of a non-exclusive Fiscal Agency Agreement
pursuant to which VCI will be paid $7,500, payable in five monthly
installments of $1,500. VCI will also be entitled to receive an
agency fee upon successful completion of an equity financing by
OMT with investors identified by VCI.

"The recent acquisition of Intertain Media Inc. (assets of the
former musicmusicmusic inc.) provides a unique and tremendous
opportunity for the convergence of our existing technology and
business relationships into a new and larger market opportunity
with a recurring revenue, subscription based service," stated
Scott Farr President and CEO of OMT Inc. "We require new
capitalization to expand the business to develop this exciting new
opportunity and to provide additional working capital," added
Farr.

Management is pursuing an offering of additional securities of OMT
to capitalize on its new business growth strategy and to satisfy
the current financing commitment covenant defaults, which require
correction by March 31, 2004, with the Bank of Nova Scotia and
ENSIS Management Inc. OMT is exploring interim financing options
to bridge the timing gap between the lenders' correction timeframe
and the completion of financing arrangements.

"The board of directors fully supports management in their
strategic re-positioning of the company," commented Jack Peterson
PhD Chairman of OMT. "Managements' approach to grow the Intertain
Media Inc. business unit through strategic partnerships is a
critical success factor," he added.

                        About OMT

OMT Inc. (TSXV:OMT) is a technology and multi-media content
solution provider to the international entertainment and broadcast
industry. OMT's content and multi-media technology is heard by
millions of people worldwide every day through television, radio,
satellite, cable and Internet broadcasts. The Company's Web site
is at http://www.omttechnologies.com/

                About Vencorp Capital Inc.

Vencorp Capital Inc. operates as a Financial Intermediary between
institutional sources of capital and small to mid-size Canadian
and US companies, private or public, who typically need financing
ranging between $1 Million to $50 Million. The Corporate Head
Office is in Calgary, with representation in Winnipeg, Canada and
Zurich, Switzerland. More information about Vencorp Capital Inc.
can be found at http://www.vencorpcapital.com/


PARMALAT: Stremicks Wants Milk Products' Ch. 11 Petition Dismissed
------------------------------------------------------------------
Stremicks Heritage Foods, LLC, through its subsidiary Western
Quality Foods LLC, owns 20% of the membership interests in Milk
Products of Alabama, LLC.  Western Quality acquired its 20%
interest in Milk Products no later than January 1, 1995.  
Stremicks purchased a 50% interest in Western Quality in 1998,
and another 49% in 2001.

However, since 1998, Stremicks and Western Quality have been
completely shut out from Milk Products' operations.  Neither
Stremicks nor Western Quality has received any distribution,
dividend or payment from Milk Products.  Despite multiple
requests, Stremicks and Western Quality were repeatedly denied
access to Milk Products' books and records, in violation of
Section 10-12-16 of the Alabama Limited Liability Company Act and
the operating agreement of Milk Products itself.

Stremicks complains that it was never notified in advance about
Milk Products' bankruptcy filing, nor was it asked to consent to
the filing.  The authorization for bankruptcy was instead given
solely by Milk Products' managers.  Stremicks asserts that
nothing in the operating agreement for Milk Products or in the
Alabama Limited Liability Company Act authorizes managers to file
an LLC for bankruptcy.

Accordingly, Stremicks asks Judge Drain to dismiss Milk Products'
Chapter 11 petition as improperly filed.  In the alternative,
Stremicks insists that Milk Products' case should be administered
separately from that of Farmland Dairies, LLC or Parmalat USA
Corporation.

Far from being a mere division of Parmalat USA, Robert Winter,
Esq., at O'Melveny & Myers LLP, tells the Court that Milk
Products has its own operations, customers and products based out
of its milk production facility in Decatur, Alabama.  Milk
Products holds itself out as "Milk Products of Alabama" rather
than as a Parmalat affiliate or subsidiary.  Milk Products
produces private label dairy products, only one item of which
bears the Parmalat name.  Thus, Milk Products is a distinct,
stand alone business.

But more importantly, Mr. Winter points out that Milk Products is
solvent and able to pay its obligations as they come due.  In
addition, Milk Products has material and substantial claims
against Farmland and Parmalat USA.  It has a legitimate cause of
action against the other Debtors for siphoning away its assets.

After years of being denied access to information about Milk
Products' operations, Mr. Winter explains that Stremicks was
finally able to extract some modest information from the U.S.
Debtors about the Milk Products' operations just weeks before the
bankruptcy filing.  What little it has been able to obtain
indicates that Milk Products was charged more than $2,000,000 in
2000, 2001 and 2002 for a "management fee," although the records
do not indicate how the fee was calculated, what services were
provided in exchange or even to whom it was paid.

Stremicks believes that the payment of the "management fee" may
have been a disguised dividend or other improper attempt to
extract value from Milk Products.  The payment of 100% of the
amounts to Farmland or its affiliates violated Western Quality's
rights as a 20% owner of Milk Products.  Milk Products did not
receive reasonably equivalent value in the exchange.  Without the
payment of the "management fee," Milk Products would have had
profits in excess of $2,000,000 each year.  Stremicks asserts
that the payment of the management fees was a fraudulent transfer
from Milk Products to Farmland and Parmalat USA.

Mr. Winter also reports that Milk Products' tax return for 2002
states that its total assets were $8,225,254 at yearend.  Its
liabilities include a note payable to Parmalat USA for
$4,428,986, apparently imposed in fiscal year 2000, and an
intercompany payable for $1,450,435, apparently imposed in fiscal
year 2001.  No evidence or explanation of the basis for the
intercompany claims has been provided.

Absent the intercompany debt and the "management fee," Milk
Products is clearly solvent.  According to the records provided
to Stremicks by Parmalat USA, without the undocumented
"management fee" Milk Products would have generated a profit
before income taxes equal to $2,094,292 in 2002, $2,053,986 in
2001 and $2,443,736 in 2000.  Similarly, without the undocumented
intercompany debts, Milk Products' assets exceeded its
liabilities by $6,968,630 in 2002, by $5,868,752 in 2001 and by
$4,447,575 in 2000.

Stremicks is concerned that the First Day Orders may be used by
the other Debtors to continue a program of accessing the assets
and value of Milk Products at the expense of Western Quality as
well as the other Milk Products creditors.  The other Debtors are
seeking to encumber Milk Products' previously unencumbered assets
by making Milk Products a guarantor-obligor under the proposed
DIP Facility.

If Milk Products' Chapter 11 case is not dismissed, Stremicks
asks the Court to declare that, notwithstanding anything to the
contrary in any of the First Day Orders, nothing in any other
Court order will permit, authorize or require that:

     (i) Milk Products guarantee or grant an indemnity with
         respect to any debt or obligation of any other entity;

    (ii) Milk Products' assets be pledged, transferred, or
         otherwise encumbered to secure any debt or obligation
         of any other entity;

   (iii) any entity be granted a super-administrative priority
         claim in Milk Products' case except upon granting a
         request seeking approval of the priority claim based on
         an extension of credit directly to Milk Products in
         accordance with the provisions of the Bankruptcy Code,
         including those pertaining to notice;

    (iv) any entity be granted a lien or security interest in
         Milk Products' assets except upon granting a request
         seeking approval of the security interest based on the
         extension of credit directly to Milk Products in
         accordance with the provisions of the Bankruptcy Code,
         including those pertaining to notice;

     (v) any assets or property of Milk Products be transferred,
         pledged, encumbered or otherwise used to pay debts of or
         claims against the other Debtors; or

    (vi) any cash, cash equivalents, investments or other
         intangible liquid assets of Milk Products be transferred
         to or consolidated with those of any other entity except
         in connection with purchases and sales for reasonably
         equivalent value in the ordinary course of business.

"The bankruptcy of the Parmalat Entities and the administration
thereof involves the chaos and confusion of a massive accounting
scandal on an international level.  The bankruptcy of Milk
Products, on the other hand, should involve relatively little
administration, if kept isolated from [the other Debtors'
cases]," Mr. Winter says.

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


PILLOWTEX CORP: Employing Ellis & Winters as Special Counsel
------------------------------------------------------------
John F. Sterling, Pillowtex Corp. Vice President, General Counsel
and Secretary, relates that for the manufacture of textile goods,
Pillowtex Corporation purchased polyester staple fiber prepetition
from various producers including Arteva Specialities, S.a.r.l.,
doing business as KoSa.  In 2002, the Antitrust Division of the
Department of Justice issued indictments against KoSa and others,
alleging price-fixing of polyester fiber in violation of Section
1 of the Sherman Act.  Subsequently, various polyester fiber
purchasers initiated class actions and individual lawsuits
against sellers of polyester fiber.  

The civil litigation, captioned In re: Polyester Fiber
Litigation, MDL No. 1516, was consolidated for pretrial purposes
in the United States District Court for the Western District of
North Carolina.  The North Carolina District Court has not yet
certified a class, however, Pillowtex is a member of the putative
class.  The Debtors believe that in order to maximize any
recovery in the Polyester Fiber Litigation, it is necessary to
obtain special counsel to represent their interests in any
settlement discussions or at trial.

By this application, the Debtors seek the Court's authority to
employ Ellis & Winters, LLP, as their special counsel to
represent them in the Polyester Fiber Litigation.  Ellis &
Winters will represent the Debtors in any settlement discussions
and at any hearings and proceedings regarding the Polyester Fiber
Litigation, and will promptly and fully inform the Debtors of any
developments in these matters, including any offers of
settlement.

"Ellis & Winters is well-qualified to serve as the Debtors'
special counsel in the Polyester Fiber Litigation," contends
Matthew W. Sawchak, Esq., a partner of Ellis & Winters.  The
partners of Ellis & Winters have considerable experience in
antitrust litigation, including representation of numerous
companies in complex antitrust matters including cases involving
allegations of horizontal price fixing.  Mr. Sawchak specializes
in antitrust litigation, being the former Chairman of the
Antitrust and Trade Regulation Section of the North Carolina Bar
Association and having been profiled as the top antitrust lawyer
in North Carolina for two consecutive years in Business North
Carolina Magazine.

The Debtors propose to compensate Ellis & Winters in this manner:

A. Contingency Fee

   30% of the total amount received by the Debtors plus the
   reduction in set-off for each adverse claim.

B. Attorneys' Fees

   100% of any and all awards of attorney's fees entered by the
   Court in the Debtors' favor in connection with an adverse
   claim or an affirmative claim pursuant to federal or state
   statute.

C. Costs

   Reimbursement for all in-house charges and out-of-pocket
   disbursements incurred in connection with the provision of
   legal services except to the extent that Ellis & Winters
   realizes a profit.  Ellis & Winters will initially pay the
   costs and will be reimbursed from the amount the Debtors
   recover in the Polyester Fiber Litigation.  Without a recovery
   by the Debtors, Ellis & Winters will bear the loss.  For
   certain costs incurred by Ellis & Winters on behalf of the
   Debtors and other plaintiffs in the Polyester Fiber
   Litigation, the cost will be shared among them.

Mr. Sawchak assures the Court that Ellis & Winters does not hold
or represent an interest adverse to the Debtors' estates with
respect to the matters on which it is to be employed in
accordance with Section 327 of the Bankruptcy Code except that in
unrelated matters, Ellis & Winters represents:

   -- Bank of America, N.A.,
   -- insureds of Continental Casualty Company; and
   -- Wells Fargo Bank and Wells Fargo Financial Leasing.

Headquartered in Dallas, Texas, Pillowtex Corporation --
http://www.pillowtex.com/-- sells top-of-the-bed products to  
virtually every major retailer in the U.S. and Canada. The Company
filed for Chapter 11 protection on November 14, 2000 (Bankr. Del.
Case No. 00-4211).  David G. Heiman, Esq., at Jones, Day, Reavis &
Poque represents the Debtors in their restructuring efforts.  On
July 30, 2003, the Company listed $548,003,000 in assets and
$475,859,000 in debts. (Pillowtex Bankruptcy News, Issue No. 61;
Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PREMIER FREIGHTLINER: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Premier Freightliner, Inc.
        1367 North Horizon
        El Paso, Texas 79928

Bankruptcy Case No.: 04-30514

Type of Business: Freightliner Truck Sales and Service.

Chapter 11 Petition Date: March 1, 2004

Court: Western District of Texas (El Paso)

Judge: Larry E. Kelly

Debtor's Counsel: Wiley F. James, III, Esq.
                  James, Goldman & Haugland, P.C.
                  P.O. Box 1770
                  El Paso, TX 79949-1770
                  Tel: 915-532-3911
                  Fax: 915-541-6440

Total Assets: $2,305,956

Total Debts:  $10,814,175

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wachovia                      Guaranty                $4,800,000
P.O. Box 13339
Sacramento, CA 95813

CitiCapital                   Unsecured Debt            $430,000
290 E. Carpenter
Irving, TX 75062

Barker & Rosencrans           Vendor                    $240,000

J.P. Morgan Chase             Accounts Held by Bank     $200,000

Tommy Chan                    Loans to Corporation      $180,000

Driggers Estate               Vendor                    $180,000

Stewart & Stevenson           Vendor                    $163,747

Heritage Automotive Group,    Loans to Corporation      $154,021
LLC

Hector McGurk                 Loans to Corporation       $90,000

State National Bank           Accounts Held by Bank      $85,000

Thrifty Car Rental            Loans to Corporation       $70,000

Blue Cross Blue Shield        Insurance Vendor           $54,000

F&A Dairy                     Vendor                     $50,000

Cummins Rock Mountain, LLC    Vendor                     $29,979

Wagner Equipment Co.          Vendor                     $27,500

Circle J Tires                Vendor                     $26,757

APYS                          Vendor                     $16,190

ADP                           Vendor                     $16,000

Hentzen Coating               Vendor                     $15,320

Tifco                         Vendor                      $9,381


PROXIM CORP: Auditors Issue Going Concern Opinion in 2003 Report
----------------------------------------------------------------
Proxim Corporation (Nasdaq: PROX), a global leader in wireless
networking equipment for Wi-Fi and broadband wireless networks,
announced that its financial statements for the year ended
December 31, 2003, issued on March 11, 2004 and filed on March 15,
2004 with the Securities and Exchange Commission in the Company's
Annual Report on Form 10-K, contained a going concern
qualification from its auditors.

This announcement is made in compliance with the new Nasdaq Rule
4350(b), which requires separate disclosure of receipt of an audit
opinion that contains a going concern qualification, and does not
reflect any change or amendment to the financial statements issued
on March 11, 2004.

                        About Proxim

Proxim Corporation is a global leader in wireless networking
equipment for Wi-Fi and broadband wireless networks. The company
is providing its enterprise and service provider customers with
wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks. More information about
Proxim can be found at http://www.proxim.com/


RELIANCE: Asks Court to Extend Plan Deadline to July 28
-------------------------------------------------------
Reliance Group Holdings, Inc. and Reliance Financial Services
Corporation ask Judge Gonzalez for another extension of RGH's
exclusive periods to file and solicit acceptances of a Chapter 11
Plan.  Specifically, the Debtors ask the Court to extend the
Exclusive Plan Filing Period until July 28, 2004 and the
Exclusive Solicitation Period until September 29, 2004.

Steven R. Gross, Esq., at Debevoise & Plimpton, in New York City,
tells the Court that RGH will not seek further extensions of the
Exclusive Periods.  According to the Official Committee of
Unsecured Creditors, RGH will file a Reorganization Plan in the
next few months.  The Official Unsecured Bank Committee will file
a Reorganization Plan for RFS in the near future.  No extension
of the Exclusive Periods is being sought for RFS.

Mr. Gross tells the Court that termination of the Exclusive
Periods at this juncture could harm and prejudice RGH's estate.  
Accordingly, an extension of the Exclusive Periods is both
necessary and appropriate.

Headquartered in New York, New York, Reliance Group Holdings, Inc.
-- http://www.rgh.com/-- is a holding company that owns 100% of  
Reliance Financial Services Corporation.  Reliance Financial, in
turn, owns 100% of Reliance Reliance Insurance Company.  The
Company filed for chapter 11 protection on June 12, 2001 (Bankr.
S.D.N.Y. Case No. 01-13403).  When the Company filed for
protection from their creditors,  they listed $12,598,054,000 in
assets and $12,877,472,000 in debts. (Reliance Bankruptcy News,
Issue No. 49; Bankruptcy Creditors' Service, Inc., 215/945-7000)     


SAMSONITE: Reports Stronger 4th Quarter & Annual Operating Results
------------------------------------------------------------------
Samsonite Corporation (OTC Bulletin Board: SAMC) announced
financial results for the fourth quarter and fiscal year ended
January 31, 2004.

Revenues and operating income for the fourth quarter were $212.8
million and $23.8 million, respectively, compared to revenues of
$194.5 million and operating income of $25.2 million in the prior
year. Fiscal 2004 fourth quarter operating income includes charges
totaling $5.7 million for restructuring provisions and asset
impairments related to the closure of the Company's Nogales,
Mexico manufacturing facility and the impairment of certain non-
luggage intangible assets. Income (loss) to common stockholders
was $4.0 million or $0.02 per share for the fourth quarter
compared to $(2.3) million or $(0.12) per share in the prior year
fourth quarter.

Revenues and operating income for the fiscal year ended January
31, 2004 were $769.3 million and $70.1 million, respectively,
which compares to $744.0 million and $69.8 million in the prior
year. Operating income for the current fiscal year includes
charges totaling $5.7 million for restructuring provisions and
asset impairments related to the closure of the Company's Nogales,
Mexico manufacturing facility and the impairment of certain non-
luggage intangible assets. Operating income for the prior fiscal
year includes charges totaling $2.5 million for restructuring
provisions and asset impairments and $3.3 million of expenses
related to various restructuring initiatives initiated in fiscal
2002. Loss to common stockholders for the fiscal year was $(27.5)
million or $(0.22) per share, compared to $(39.5) million or
$(1.99) per share in the prior fiscal year.

Adjusted EBITDA (earnings before interest expense, taxes,
depreciation, amortization and minority interest, adjusted for
items which management believes should be excluded to reflect
recurring operations, including goodwill and asset impairments and
restructuring charges and expenses and to include realized
currency hedge gains and losses) was $34.2 million for the fourth
quarter which compares with $29.3 million for the same period in
the prior year. Adjusted EBITDA for the year ended January 31,
2004 was $93.4 million compared to $91.4 million in the prior
year. Net cash provided by operating activities (as reflected in
the Company's consolidated statements of cash flows) for the
fourth quarter was $21.8 million which compares to $3.8 million
for the same period in the prior year. Cash flow provided by
operating activities for the year ended January 31, 2004 was $28.0
million compared to $21.6 million in the prior year. A
reconciliation of Adjusted EBITDA to Net cash provided by
operating activities is included in the tables appearing at the
end of this press release.

Retiring Chief Executive Officer, Luc Van Nevel, stated: "I am
proud that after 30 years with Samsonite, I am leaving a much
stronger Company in terms of financial stability, operational
efficiency and competitive positioning. The Company's financial
performance during fiscal 2004 reflects the diligent work of our
management team to lower product and operating costs during the
past few years of slow economic conditions. As an ongoing advisor
to the Company's board of directors, I intend to stay in close
contact with management and assist in any way the incoming CEO,
Marcello Bottoli."

Samsonite (S&P, B Corporate Credit and CCC+ Subordinated Debt
Ratings) is one of the world's largest manufacturers and
distributors of luggage and markets luggage, casual bags,
backpacks, business cases and travel-related products under brands
such as SAMSONITE(R), AMERICAN TOURISTER(R), LARK(R), HEDGREN(R)
and SAMSONITE(R) black label.


STELCO INC: Ontario Superior Court Upholds Insolvency Ruling
------------------------------------------------------------
The Ontario Superior Court of Justice rendered a decision
upholding the Initial Order granted to Stelco Inc. (TSX: STE) on
January 29, 2004 under the Companies' Creditors Arrangement Act.
In so doing, the Court dismissed a motion in which certain locals
of the United Steelworkers of America ("USWA") associated with
Stelco sought to have the Initial Order rescinded.

Courtney Pratt, President and Chief Executive Officer of Stelco,
said, "The Court has confirmed that Stelco was insolvent within
the meaning of the Companies' Creditors Arrangement Act when it
initiated its restructuring process. This decision provides the
certainty with which to proceed towards our goal of a positive
outcome and a successful restructuring. I hope that everyone
concerned, including the USWA, will work together and in a
constructive manner as we pursue our common goal - a viable and
competitive Stelco going forward."

Stelco Inc. is Canada's largest and most diversified steel
producer. Stelco is involved in all major segments of the steel
industry through its integrated steel business, mini-mills, and
manufactured products businesses. Stelco has a presence in six
Canadian provinces and two states of the United States.
Consolidated net sales in 2002 were $2.8 billion. To learn more
about Stelco and its businesses, go to http://www.stelco.ca/


SURE FIT: Asks to Continue Employing Ordinary Course Professionals
------------------------------------------------------------------
Sure Fit, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for authority to continue employing the professionals they
turn to in the ordinary course of their businesses.
  
The Debtors desire to continue to employ the Ordinary Course
Professionals to render services to the estates similar to those
services rendered prior to the Petition Date and to retain any
additional Ordinary Course Professionals as may be necessary
throughout in these cases.

The services these professionals provide would include, but would
not be limited to:

   (i) financial advisory services,
  (ii) accounting and auditing services,
(iii) legal services,
  (iv) tax consulting services,
   (v) medical and advertising services, and
  (vi) other services requiring the expertise and assistance of
       professionals.

The Debtors report that before the Petition Date, they utilized
numerous professionals to provide the services required to manage
the affairs on a day-to-day basis. The Debtors submit that, in
light of the costs associated with the preparation of employment
applications for professionals who will receive relatively small
fees and who will provide services entirely unrelated to these
bankruptcy cases, it would be impractical, inefficient, and
unnecessarily costly for them to submit individual applications
for each professional.

Accordingly, the Debtors request that they be permitted to pay
each Ordinary Course Professional, without a prior application to
the Court by such professional, 100% of the fees and expenses
incurred upon the submission of an appropriate invoice setting
forth, in reasonable detail, the nature of the services rendered
and expenses actually incurred.  Provided, however, that if any
Ordinary Course Professional's fees and disbursements exceed a
total of $20,000 per month $100,000 during these cases, then such
professional must apply to be retained under the Bankruptcy Code.

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

Headquartered in New York, New York, Sure Fit, Inc. --
http://www.surefit.net/-- sells home furniture coverings,  
manufactures and markets one-piece slipcovers and furniture throw
covers.  The Company filed for chapter 11 protection on March 7,
2004 (Bankr. S.D.N.Y. Case No. 04-11495).  David C. McGrail, Esq.,
at Dechert LLP represents the Debtors in their restructuring
efforts.  When the Company filed for protection from their
creditors, they listed estimated debts and assets of over $50
million each.


TALKPOINT COMMS: Sells All Assets to TalkPoint Holdings LLC
-----------------------------------------------------------
TalkPoint Communications Inc. (OTC Bulletin Board: TLKB.OB &
TLKPW.OB), the New York-headquartered provider of voice and visual
communications solutions to corporations and institutions,
announced that the U.S. Bankruptcy Court for the District of
Delaware has approved the sale of substantially all of the
Company's assets to TalkPoint Holdings LLC, a new privately-owned
company formed by former TalkPoint directors, and that it has
closed on that sale transaction.

The transaction, involving payment of approximately $800,000 in
cash and assumption of certain liabilities, was announced on
January 15, 2004 following the Company's filing of a voluntary
petition under Chapter 11 of the Bankruptcy Code. It had been
approved by the Company's Board of Directors and was subject to,
among other things, Bankruptcy Court approval.

Commenting on the announcement, TalkPoint Communications' Chief
Executive Officer Nick Balletta said, "This transaction was the
best option available for the Company's customers, debtholders and
employees and is the key to strengthening the business to better
serve customers in an increasingly competitive environment. It has
been a difficult decision, but the approved sale allows TalkPoint
Communications to preserve the greatest value for our creditors
while ensuring the continuity of business operations for customers
and employees." He added, "The entire staff of TalkPoint
Communications has been hired by TalkPoint Holdings. TalkPoint
Holdings intends to assume the lease for the Company's 100 William
Street corporate headquarters in New York City, and, most
importantly, continuity of services have been maintained with full
funding throughout the bankruptcy process. Today it is business as
usual at TalkPoint."

TalkPoint Holdings LLC will assume TalkPoint Communications as the
Company's trade name. TalkPoint Communications will be changing
its name to TPC Liquidation Inc. TPC Liquidation Inc. does not
have and does not anticipate having any ongoing business
operations in the future, other than the winding down of its
affairs.

Because the proceeds from the sale transaction are less than the
aggregate liabilities of TalkPoint Communications, the Company
believes that it is unlikely shareholders of the Company will
receive any distribution in the bankruptcy case on account of the
ownership of their shares. The Company is also considering
terminating the registration of its securities under the
Securities Exchange Act of 1934, as amended. If the Company
terminates its registration, it will not be required to file
periodic and other reports with the SEC and it is probable that
trading in the Company's securities will cease or diminish
significantly. Even if the Company does not terminate its
registration, it may not be able to file these reports with the
SEC, which also may result in a cessation or diminution in the
trading of the Company's securities.

TalkPoint Communications is traded on the OTC Bulletin Board
market under the symbols TLKP.OB and TLKPW.OB; TalkPoint Holdings
is privately-held.


TENFOLD: Auditors Take Back Going Concern Qualification
-------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
EnterpriseTenFold(TM) platform for building and implementing
enterprise applications, filed its Annual Report on Form 10-K for
the year ended December 31, 2003.

As TenFold reported last month, for calendar year 2003 TenFold's
revenues were $27.7 million, operating profit was $11.3 million,
net income was $13.7 million, and diluted earnings per share were
$0.29. TenFold had cash balances of $12.2 million at December 31,
2003.

"As we noted earlier, 2003 was an exceptionally important year for
TenFold. We delivered our first profitable year in four years with
four quarters of profitability. We completed a private placement
that strengthened our balance sheet and improved liquidity," said
Dr. Nancy Harvey, TenFold's President and CEO. "I'm also
particularly pleased to note that with our improved financial
condition, our auditors have removed the going concern
qualification in their report that cast a shadow over TenFold."

"With real threats to TenFold's survival, TenFold's auditors
placed a going concern qualification in the 2000, 2001, and 2002
auditors' opinions," said Jeffrey L. Walker, TenFold's Founder and
Chairman. "Thanks to Nancy's extraordinary leadership, TenFold has
executed a far-reaching turnaround and is focused on driving
forward as a growth technology company. The last half of 2003
demonstrated this with the ferocious release of technology -- the
powerful EnterpriseTenFold and the innovative Tsunami -- and new
marketing initiatives."

                        About TenFold

TenFold (OTC Bulletin Board: TENF) licenses its patented
technology for applications development, EnterpriseTenFold(TM), to
organizations that face the daunting task of replacing obsolete
applications or building complex applications systems. Unlike
traditional approaches, where business and technology requirements
create difficult IT bottlenecks, EnterpriseTenFold technology lets
a small team of business people and IT professionals design,
build, deploy, maintain, and upgrade new or replacement
applications with extraordinary Speed, unparalleled applications
Quality, and never-before-seen Power features. For more
information, call (800) TENFOLD or visit http://www.tenfold.com/


UNITED AIRLINES: Examiner Retains Katten Muchin as Counsel
----------------------------------------------------------
Ross O. Silverman, as Examiner, sought and obtained Judge  
Wedoff's permission to retain Katten, Muchin, Zavis & Rosenman as  
bankruptcy counsel, nunc pro tunc to February 26, 2004.

Katten Muchin will provide legal and related services necessary  
for Mr. Silverman to conduct the investigation and carry out his  
duties as Examiner.  Katten Muchin will:

   (a) assist the Examiner in examinations;

   (b) prepare for the Examiner all reports, pleadings,  
       applications and other documents;

   (c) assist the Examiner in other tasks directed by the  
       investigation; and

   (d) perform all other necessary legal services connected with  
       the Examiner's duties.

Katten Muchin will charge its standard hourly rates, which are:

               Partners                 $380 - 700
               Of Counsel                535 - 610
               Special Counsel           405 - 475
               Associates                200 - 455
               Paraprofessionals          75 - 190

Katten Muchin will also seek reimbursement for reasonable  
expenses incurred in connection with its services.
  
With over 600 attorneys, Katten Muchin is well qualified to serve  
as counsel to the Examiner.  Katten Muchin will provide  
professional resources pertinent to the investigation including  
litigation support, bankruptcy advice and employee benefits law.

Katten Muchin does not represent or hold any interests adverse to  
the Debtors or their estates in matters upon which the firm is to  
be retained.  However, the firm admits that certain of its  
partners, counsel and associates may represent or have  
represented UAL creditors or equity holders in connection with  
matters unrelated to those of the Examiner.  Katten Muchin  
conducted a conflict of interest search using its computerized  
database to determine conflicts of interest.  Katten Muchin has  
established an ethical wall to prevent any sharing of non-public  
information with any other persons.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the  
holding company for United Airlines -- the world's second largest
air carrier.  the Company filed for chapter 11 protection on
December 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191). James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at KIRKLAND & ELLIS represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $24,190,000,000
in assets and  $22,787,000,000 in debts. (United Airlines
Bankruptcy News, Issue No. 42; Bankruptcy Creditors' Service,
Inc., 215/945-7000)   


US AIRWAYS: Inks Stipulation Resolving Four Boeing Claims
---------------------------------------------------------
The Boeing Company filed Claim No. 4084 against US Airways Group
Inc., asserting a partially secured and partially unsecured claim
for $4,527,834 relating to aircraft bearing Tail No. N618AU and
amounts outstanding for spare parts and equipment.  Boeing
subsequently filed Claim No. 5503 amending Claim No. 4084, for
$17,286,201, adding claims for damages resulting from the
rejection of additional contracts.  Boeing also filed Claim Nos.
5654 and 5655 as administrative claims for $93,158 and $22,143,
plus other miscellaneous trade related claims.

Boeing and the Reorganized Debtors stipulate that Claim No. 5503
is reduced and allowed as a general unsecured Class USAI-7 claim
for $4,741,842.  Claim No. 4084 is withdrawn.  Claim No. 5655 is
allowed as an administrative claim for $22,143.  Claim No. 5654
is withdrawn in exchange for:

   (a) the Reorganized Debtors' agreement to purchase the
       aircraft parts that are the subject of Claim No. 5654 for
       $122,753;

   (b) the inclusion of $93,158 outstanding lease charges in
       Claim No. 5503. (US Airways Bankruptcy News, Issue No. 50;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


U.S. ONCOLOGY: S&P Places Low-B Ratings on CreditWatch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating, its 'BB+' senior secured rating, and its 'B+'
subordinated debt rating on Houston, Texas-based cancer treatment
service provider U.S. Oncology Inc. on CreditWatch with negative
implications. "The action reflects Standard & Poor's belief that
the company will significantly increase its debt leverage as part
of its merger agreement with financial sponsor Welsh, Carson,
Anderson & Stowe IX L.P. (WCAS)," said Standard & Poor's credit
analyst Jesse Juliano.

Under the terms of the agreement, WCAS, which owned about 14.5% of
the company's common stock prior to the deal, will purchase all of
U.S. Oncology's outstanding shares for $15.05 each. This
represents an 18.5% premium over the company's $12.70 closing
price on March 19, 2004. The transaction is valued at $1.7
billion. While the financing details for this deal have not been
disclosed, it is highly likely that U.S. Oncology will increase
its total debt obligations. A larger financial burden could
compromise the company's credit quality and potentially lead to a
downgrade.

Standard & Poor's will resolve the CreditWatch listing as the
financing details of the transaction and the prospects for its
completion become more evident.


USG CORP: Asbestos Committee Retains Hamilton as Consultant
-----------------------------------------------------------
The Official Committee of Asbestos Property Damage Claimants
in USG Corporation's Chapter 11 case seeks the Court's authority
to retain Hamilton, Rabinovitz & Alschuler, Inc. as its consultant
nunc pro tunc to February 23, 2004.

The PD Committee informs the Court that HR&A is a consulting firm
providing analytical services focused on the estimation of claims
and the development of claims procedures with regard to payments
and assets of a claims resolutions trust.  The PD Committee
believes that HR&A is well qualified to serve as its consultant
in that, among other things, the firm's members have assisted and
advised numerous Chapter 11 debtors and creditors in the
estimation of the value and number of claims in other "mass-tort"
reorganizations.

HR&A will render consulting services to the PD Committee as
needed throughout the course of the Debtors' Chapter 11 cases,
including:

     (a) estimating the number and value of present and future
         asbestos claims;

     (b) developing claims procedures to be used in the
         development of financial models of payments and assets of
         an asbestos settlement trust;

     (c) assessing proposals made by the Debtors or other parties,
         including proposals from other creditors' committees;

     (d) assisting the PD Committee in negotiations with various
         parties; and

     (e) rendering expert testimony as required by the PD
         Committee.

HR&A will be compensated for its services based on its hourly
rates:

           Senior Partners                   $450
           Junior Partners                    375
           Managing Directors                 325
           Principals                         275
           Directors                          250
           Managers                           200
           Senior Analysts                    175
           Analysts                           150
           Research Associates                100

HR&A will also be reimbursed for all reasonable out-of-pocket
expenses incurred in connection with its retention.

Francine Rabinovitz assures the Court that HR&A does not have or
represent any interest materially adverse to the interests of the
Debtors or their estates, creditors or equity interest holders.
Furthermore, HR&A is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case Nos.
01-02094).  David G. Heiman, Esq., at Jones, Day, Reavis & Pogue
and Paul E. Harner, Esq.,  at Jones, Day, Reavis & Pogue represent
the Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts. (USG Bankruptcy News, Issue
No. 62; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VALLEJO UNIFIED: S&P Places Lowered Ratings on Watch Negative
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered Vallejo Unified School
District, Calif.'s general obligation bond rating to 'BBB-' from
'A-', its community facilities district (Mello-Roos) debt to 'BBB-
' from 'BBB', its certificates of participation (COPS) to 'BB+'
from 'BBB+', and its general fund notes to 'SP-3' from 'SP-1+'. In
addition, all of these bonds have been placed on CreditWatch with
negative implications.

The lowered ratings reflect recent disclosure that the district's
financial position for fiscal 2003 is significantly worse than
prior unaudited information released by the district, as well as
disclosure by the district that it may apply for a loan of as much
as $50 million from the state to meet operations through fiscal
2005. Currently, the district estimates it will need a loan from
the state or Solano County of $24 million-$30 million to meet
operating deficits by the end of its fiscal year, June 30, 2004.
The Solano County Office of Education, which has oversight
responsibilities, has hired School Services of California, an
independent consulting firm, as fiscal advisor to the district.
School Services has produced a report that found that unaudited
results in fiscal 2003 were overstated by nearly $5 million,
changing the district's position from an ending fund balance of
$5.8 million to an estimated negative $2.3 million. Projections
thus far for fiscal 2004 have also been revised significantly,
from balanced operations to a shortfall of approximately $20
million, with a 2004 budget still not formally adopted after two
previous budget efforts by the district were rejected by the
county office of education. The current estimated 2003 negative
fund balance position of $2.3 million represents approximately
3.5% of the district's 2003 expenditures, with the projected
fiscal 2004 $20.2 million shortfall representing 15% of
expenditures for fiscal 2004. The exact amount of the state or
county loan the district will apply for to meet its operating
needs will depend on mid-year budget reductions that can be made
during fiscal 2004. The district estimates that interfund
borrowing will allow it enough cash to pay for operations through
April, but it will need significant loans after that to pay for
its obligations.


VELTRI METAL: Selling U.S. & Canada Assets to Flex-N-Gate & Ventra
------------------------------------------------------------------
Automotive parts supplier, Veltri Metal Products, Inc. and its
wholly-owned Canadian subsidiary, Veltri Metal Products Co.
(Veltri Canada) announced that they have entered into agreements
to sell a substantial portion of their business and assets to
Flex-N-Gate Corporation (FNG) in the US and to FNG's affiliate,
Ventra Group Co. in Canada. Both Veltri US and Veltri Canada
continue to operate under Court-supervised protection in the US
and Canada, respectively.

The sale agreement in the US covers the Royal Oak, MI plant, the
design, manufacturing and sales support of that plant and certain
assets at Veltri US's New Baltimore, MI plant. The sale agreement
in Canada covers the Howard Avenue-Windsor, Lakeshore, and
Glencoe, Ontario plants, the design, manufacturing and sales
support of those plants and certain equipment at its North Talbot-
Windsor location. The sale agreements are subject to bankruptcy
court approval in both the US and Canada. Also they are subject to
the opportunity for higher or better offers which may be received
at Court- approved auctions in both the US and Canada, which, if
needed, would be expected to take place simultaneously in mid- to
late April. Subject to Court and regulatory approvals and various
other contractual conditions, the Company expects the final
closing of the sales to occur in mid- to late May.


VELTRI METAL PRODUCTS, INC. is a leading full-service Tier One
designer and manufacturer of high quality, stamped metal
components and complex assemblies used by North American
automotive vehicle manufacturers including DaimlerChrysler,
General Motors Corporation, Ford Motor Company and other Tier One
suppliers. The Company specializes in underbody/chassis and
unexposed body structure assemblies for passenger cars, light
trucks and full-size vans. Veltri's products include frame rail
assemblies, inner quarter panels, rear ladder modules, cross
member assemblies and trailer hitch assemblies. The Company and
its management team are highly respected within the automotive
industry for their expertise in supplying multi-component, complex
stamping assemblies, an outstanding new program launch record and
strong customer and employee relationships. The Company employs
over 1,300 people at seven manufacturing facilities in the United
States and Canada and is headquartered in Troy, Michigan.


WATERFORD ON LAKE: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Waterford On Lake Travis, Ltd.
        1817 Kingfisher Ridge Cove
        Leander, Texas 78645

Bankruptcy Case No.: 04-11198

Chapter 11 Petition Date: March 1, 2004

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Duane J. Brescia, Esq.
                  Strasburger & Price, L.L.P.
                  600 Congress Ave., Suite 2600
                  Austin, TX 78701
                  Tel: 512-499-3600
                  Fax: 512-499-3660

Total Assets: $9,429,928

Total Debts:  $6,750,080

Debtor's 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Jones & Carter, Inc.          Engineering Fees          $109,007

George & Donaldson LLP        Attorney Fees              $24,410

Peaceful Gardening            Trade Debt                 $10,725

Hoover-Slovacek LLP           Attorney Fees               $4,822

Time Warner Cablevision       Trade Debt                    $323

Southwestern Bell             Utilities                     $264
Communications


WELLSFORD: Fails to Make Scheduled Debt Payment on $64MM Loan
-------------------------------------------------------------
Wellsford Real Properties, Inc. (AMEX: "WRP") announced that the
Wellsford/Whitehall Group, L.L.C., a joint venture among WRP, the
Whitehall funds, and a New England family, did not make $0.4
million of a $1.1 million scheduled debt service payment on a $64
million loan which is collateralized by six Boston properties of
the Venture. WRP had previously reported that the Venture manager
had requested a dialogue with the special servicer of such debt.
The Venture, in which WRP has a 32.59% equity interest, is managed
by an affiliate of The Goldman Sachs Group, Inc. which is also an
affiliate of Whitehall. During the fourth quarter of 2003, the
Venture had recorded an approximate $114.7 million impairment
charge on certain of its real estate assets, of which 67% was
applicable to five of the Boston properties.

The manager of the Venture met with the special servicer and
presented various potential debt term alternatives. As part of the
process, the manager has not made that portion of the March debt
service payment in excess of rent receipts of the six properties,
which are paid directly into a lockbox with the lender. In
addition to the debt service payment default, the special servicer
has informed the Venture that it also is in default for violation
of certain other conditions of the loan agreement.

The outcome of the loan restructure negotiations cannot be
determined at this time. The Venture's equity in the entity owning
the six properties collateralizing the debt approximates $8
million at December 31, 2003.

WRP is a real estate merchant banking firm organized in 1997 and
headquartered in New York City which acquires, develops, finances
and operates real estate properties and organizes and invests in
private and public real estate companies.


WILLIAM CARTER: Improved Financial Profile Prompts S&P's Upgrade
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
children's wear manufacturer The William Carter Co. (Carter's),
including its corporate credit rating to 'BB' from
'BB-'.

At the same time, the ratings on the Atlanta, Ga.-based company
were removed from CreditWatch, where they were placed on Oct. 22,
2003. The outlook is stable. Carter's had total debt outstanding
of about $212.7 million at Jan. 3, 2004.

"The upgrade reflects the company's improved financial profile as
a result of significant debt reduction with proceeds from Carter's
initial public offering (IPO) completed on Oct. 29, 2003, and also
from stronger operating results. Credit protection measures
improved because of continued margin expansion over the last
several years as the company shifts to global outsourcing, and
better efficiencies and cost controls," said Standard & Poor's
credit analyst Susan Ding. "Carter's sales momentum continues to
be strong, fueled by its June 2003 entry into Wal-Mart, favorable
demographic trends, and increased consumer spending on the infant
and children's apparel categories. This top-line improvement has
translated into higher operating results as the company continues
to outsource its production to lower cost, non-U.S. facilities."

Standard & Poor's expects Carter's to maintain its solid market
positions. Profitability and interest coverage are expected to
improve modestly in the intermediate term because of benefits from
the global sourcing initiative, a steady demand for the company's
products, and lower interest expense due to debt reduction.


WORLDCOM: Court Allows Intermedia-Digex Sublease Pact Termination
-----------------------------------------------------------------
At Worldcom Inc.'s request, Judge Gonzalez approves a sublease
termination agreement between Debtor Intermedia Communications,
Inc. and Digex, Incorporated.

Intermedia leased from P.S. Business Parks, LP, 33,600 square
feet of space in a building located at 6800 Virginia Manor Road
in Beltsville, Maryland.  Digex subleased from Intermedia 22,176
square feet of the building.

Pursuant to the Debtors' confirmed Plan, Intermedia rejected the
Beltsville Lease effective as of November 30, 2003.  Under the
terms of the Sublease between Intermedia and Digex, the Sublease
terminated on the rejection of the Beltsville Lease.

Under the sublease termination agreement, Intermedia and Digex
agree to terminate the Sublease effective as of September 15,
2003.  The parties further waive all of their obligations, claims
and causes of action against each other arising under the
Sublease, as well as any damage claims arising as a result of the
termination of the Sublease or thereafter.  Digex's proofs of
claim or interest filed in the Debtors' cases with respect to
amounts or other obligations owed, or to be owed, pursuant to the
Sublease are dismissed and expunged with prejudice.

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)  


* FindProfit.com Provides Investment Coverage of Telecom Stocks
---------------------------------------------------------------
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(Nasdaq:AVNX).

FindProfit's investment outlook examines the current state of the
telecommunications equipment space and the recent challenges faced
by optically focused manufacturers, including coverage of Bookham
Technology (Nasdaq:BKHM) and JDSU Uniphase (Nasdaq:JDSU).

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-- Have the Bells helped send telecom equipment stocks lower with
   mixed-signals about their FTTP intentions?

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   landline regulations and the eventual appeal put the telecom
   equipment sector in a state of flux?

-- Do telecom equipment stocks trade at too high a revenue
   multiple? Is there a cheaper and more long-term oriented play
   on the telecom sector worth investigating?

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   recent highs after big run-ups, is there reason to suspect that
   the telecom rebirth has already been derailed?

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* Fraser Report Underscores Challenge Facing Ontario Hospitals
--------------------------------------------------------------
A report released Monday by the Fraser Institute underscores the
challenge facing hospitals as thousands of dedicated health care
professionals work to provide high quality health services while
the population ages and requires more complex care, the Ontario
Hospital Association (OHA) said today.

"Hospitals do not turn patients away. They serve the health care
needs of more than twelve million Ontarians and take the
responsibility of managing the resources provided to them by the
taxpayers extremely seriously," said OHA President and CEO Hilary
Short. "This report shows that in the near future, hospitals will
be called on provide more care to far more people and that as a
result, costs are likely to increase significantly."

Hospitals provide health care services to everyone who needs it.
Because so many other parts of the system also lack adequate
funding hospitals have become the system default. Ontario
hospitals are the lowest funded per capita of all the provinces in
Canada and in past years, many hospitals have incurred deficits
because of the significant gap between funding they receive and
the health care services they are actually called on to provide.

"The report released today reinforces the need for practical
solutions when it comes to funding hospitals. That is why we are
already moving forward with new approaches such as a modernized
funding formula and multi-year funding that will allow better
planning," added Short. "Now more than ever, the provincial and
federal governments and hospital sector owe it to the people of
Ontario to work together to develop collaborative and lasting
solutions."

On December 17, 2003 the OHA also submitted a series of
recommendations on enhancing Medicare to the Minister of Health
and Long-Term Care to assist the government in meeting its
election commitments. These recommendations deal tangibly with a
variety of shared priorities such as improving access to care,
enhancing accountability, better integration and planning and
funding stabilization.


* Foreclosures.com Says Strong Markets Help Distressed Homeowners
-----------------------------------------------------------------
The northern California based foreclosure property investment
advisory firm, Foreclosures.com reported that the seller's market
in both northern and southern California is helping troubled
homeowners avoid losing their homes in foreclosure.

"A record low inventory of homes for sale," said Foreclosures.com
president Alexis McGee, "is keeping prices elevated despite a
slowdown in sales volume. This makes it possible for homeowners in
default to sell their way out of foreclosure and save their
equity." Ms. McGee pointed out that while sales volume in northern
California markets fell almost 35% in January from the previous
month, the median price in the northern region of the state fell
only 1.6%.

"Statewide," said Ms. McGee, "there is only a two month supply of
homes for sale. We consider anything less than a five month supply
to be a seller's market." She went on to say that, despite some
improvement in California's economic outlook, foreclosure activity
was continuing at a steady pace, and that very few homes were
actually going to sale on the courthouse steps.

"If homeowners in difficulty can accept the fact early enough that
they can no longer keep the home," said Ms. McGee, "they can sell
their way out of trouble, getting cash for their equity.
Unfortunately, human nature being what it is, some delay too long,
and find themselves facing the loss of everything in a trustee's
sale auction."

Foreclosures.com began tracking foreclosures and assisting
investors in California in 1992, and now serves eighteen
California counties as well as the metros of Phoenix AZ, Chicago,
New York Metro, and all of New Jersey. This year Nevada, Texas,
and Florida will be added.

"Our mission is providing current and accurate data to assist
investors in locating troubled homeowners in order to help them
sell quickly, and provide some cash for their equity for a new
start," said Ms. McGee.

Ms. McGee cited home affordability as a major California problem.
"We expect the affordability index to fall to 19% this month. That
means only 19% of the state's residents will be able to qualify
for a median priced California home. Homeowners, with little time
left to sell to avoid foreclosure, will find themselves selling at
a discount. That's still better than losing every thing on the
courthouse steps."


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
March 18-19, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Fifth Annual Conference Healthcare Transactions 2004
         Successful Strategies for Mergers, Acquisitions,
            Divestitures, and Restructurings
               The Millennium Knickerbocker Hotel, Chicago
                  Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

April 15, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Founders Awards and Spring Luncheon
         JW Marriott, Washington D.C.
            Contact: 1-703-449-1316 or www.iwirc.com

April 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
         Annual Spring Meeting
            J.W. Marriott, Washington, D.C.
               Contact: 1-703-739-0800 or http://www.abiworld.org  

April 18-20, 2004
   INTERNATIONAL BAR ASSOCIATION
         Insolvency is Changing Globally - How and Why?
            Seville, Spain
               Contact: www.ibanet.org    

April 29-May 1, 2004
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
      Drafting, Securities, and Bankruptcy
            Fairmont Hotel, New Orleans
               Contact: 1-800-CLE-NEWS or http://www.ali-aba.org

May 3, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Conference Center, New York, NY
            Contact: 1-703-739-0800 or http://www.abiworld.org  

May 13-14, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The First Annual Conference on Distressed
      Investing - Europe: Maximizing Profits in the
      European Distressed Debt Market
         Le Meridien Piccadilly Hotel - London, UK
            Contact: 1-800-726-2524; 903-592-5168;
                     dhenderson@renaissanceamerican.com

May 20-22, 2004
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Astor Crowne Plaza, New Orleans
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

June 2-5, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, MI
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 10-12, 2004
   ALI-ABA
      Chapter 11 Business Reorganizations
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

June 14-15, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Advanced Education Workshop
          Toronto Univesity, Toronto Canada
             Contact: 312-578-6900 or www.turnaround.org

June 24-25, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Seventh Annual Conference on Corporate Reorganizations
         Successful Strategies for Restructuring Troubled
         Companies
            The Millennium Knickerbocker Hotel - Chicago
               Contact: 1-800-726-2524; 903-592-5168;
                        dhenderson@renaissanceamerican.com  

June 24-26,2004
   AMERICAN BANKRUPTCY INSTITUTE
      Hawaii Bankruptcy Workshop
         Hyatt Regency Kauai, Kauai, Hawaii
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 15-18, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      The Mount Washington Hotel
         Bretton Woods, NH
            Contact: 1-703-739-0800 or http://www.abiworld.org  

July 28-31, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Reynolds Plantation, Lake Oconee, GA
            Contact: 1-703-739-0800 or http://www.abiworld.org  

September 18-21, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         The Bellagio, Las Vegas, NV
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 9-10, 2004
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Fall Conference
         Nashville, TN
            Contact: 1-703-449-1316 or www.iwirc.com

October 10-13, 2004
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Seventh Annual Meeting
         Nashville, TN
            Contact: http://www.ncbj.org/  

October 15-18, 2004
   TURNAROUND MANAGEMENT ASSOCIATION
      2004 Annual Convention
          Marriott Marquis, New York City
             Contact: 312-578-6900 or www.turnaround.org

November 29-30, 2004
   BEARD GROUP & RENAISSANCE AMERICAN MANAGEMENT
      The Eleventh Annual Conference on Distressed Investing
         Maximizing Profits in the Distressed Debt Market
            The Plaza Hotel - New York City
                  Contact: 1-800-726-2524; 903-592-5168;
dhenderson@renaissanceamerican.com

December 2-4, 2004
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Marriott's Camelback Inn, Scottsdale, AZ
            Contact: 1-703-739-0800 or http://www.abiworld.org  

March 9-12, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Spring Conference
          JW Marriott Desert Ridge, Phoenix, AZ
             Contact: 312-578-6900 or www.turnaround.org

April 28- May 1, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         J.W. Marriot, Washington, DC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

June 2-4, 2005
   ALI-ABA
      Partnerships, LLCs, and LLPs: Uniform Acts, Taxation,
Drafting, Securities and Bankruptcy
         Omni Hotel, San Francisco
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org

July 14 -17, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Ocean Edge Resort, Brewster, MA
         Contact: 1-703-739-0800 or http://www.abiworld.org  

July 27- 30, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         Kiawah Island Resort and Spa, Kiawah Island, SC
            Contact: 1-703-739-0800 or http://www.abiworld.org  

October 19-23, 2005
   TURNAROUND MANAGEMENT ASSOCIATION
      2005 Annual Convention
          Chicago Hilton & Towers, Chicago
             Contact: 312-578-6900 or www.turnaround.org

November 2-5, 2005
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      Seventy Eighth Annual Meeting
         San Antonio, TX
            Contact: http://www.ncbj.org/  

December 1-3, 2005
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Grand Champions Resort, Indian Wells, CA
            Contact: 1-703-739-0800 or http://www.abiworld.org  


The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                           
                           *********

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

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

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

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

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

                          *********

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

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Rizande B.
Delos Santos, Paulo Jose A. Solana, Aileen M. Quijano and Peter A.
Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***