TCR_Public/040325.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, March 25, 2004, Vol. 8, No. 60

                           Headlines

AADCO AUTOMOTIVE: Inks Preferred Supplier Pact with Collision Care
ADELPHIA COMMS: Sells Excess Assets to 24 Buyers for $1.4 Million
AIR CANADA: Welcomes Reduction in Canadian Security Charges
ALPHA VIRTUAL: Backham Kirkland Cuts Off Professional Ties
AMCAST INDUSTRIAL: February 2004 Equity Deficit Tops $42 Million

AMKOR TECHNOLOGY: Inks Wafer-level Packaging Agreement with Casio
AMERICAN SEAFOODS: Extends Senior Note Tender Offer to April 12
APARTMENT INVESTMENT: Redeeming Class P Pref. Stock on April 21
ATSI COMMS: Annual Shareholders' Meeting Set for May 6 in Texas
BARNEYS NEW YORK: Reports Revenue Increases in Q4 & FY 2004

BIOVAIL CORP: Renews $400 Million Revolving Term Credit Facility
BMC INDUSTRIES: Receives Bank Waiver Extension through May 14
BOYD: Names Thomas Roberts Gen. Manager of Sam's Town Shreveport
BUDGET GROUP: Court Sets Plan Confirmation Hearing for April 7
BUDGET GROUP: Discloses Plan Administrator's Responsibilities

BUFFALO RUN LLC: Case Summary & 9 Largest Unsecured Creditors
CALPINE: Closes $2.4B CalGen Secured Term Loans & Notes Offering
CALYPTE: At Last -- No Going Concern Qualification in 2003 Report
CASEY'S BAR-B-Q: Case Summary & 20 Largest Unsecured Creditors
CHESAPEAKE ENERGY: Acquiring $100 Million Producing Properties

CHESAPEAKE ENERGY: Offering $255MM Convertible Preferred Stock
COMMERCIAL PRINTING: Case Summary & Largest Unsecured Creditors
CORBAN COMMS: U.S. Trustee to Meet With Creditors on April 15
COVANTA ENERGY: Obtains Go-Ahead to Buy Run-Off Insurance Program
DETROIT MEDICAL: Fitch Affirms B Rating on $569 Million MI Bonds

DII INDUSTRIES: Reaches Settlement of Federal-Mogul Claims Dispute
DOMAN IND: Western Pulp Unit Will Up Kraft Pulp Prices on April 1
DOMAN INDUSTRIES: KPMG Files Special Restructuring Report
ENRON CORP: Proposes Election Protocol for Non-Voting Creditors
FAIRFAX: Will Commence Debt Exchange Offering to Deleverage Debt

FAIRFAX FINANCIAL: S&P Affirm Ratings & Assigns Stable Outlook
FEDERAL FORGE: U.S. Trustee to Meet with Creditors Today
GAP INC: Declares Quarterly Dividend Payable on June 7, 2004
GEO SPECIALTY: Has Until May 17 to File Bankruptcy Schedules
GERDAU AMERISTEEL: Reaches Tentative Pact with Steelworkers' Union

HA2003: Illinois Court Sets April 12 Admin. Claims Bar Date
HALE-HALSELL CO: Case Summary & 20 Largest Unsecured Creditors
HARRAH'S ENTERTAINMENT: Jerry Boone Named Sr VP -- Human Resources
HASBRO INC: Will Webcast First Quarter Results on April 19 at 9 AM
HAVENS STEEL: Section 341(a) Meeting Scheduled for April 27

HAYES LEMMERZ: Settles 20 Avoidance Action Claims for $2.7 Mill.
HIGH VOLTAGE: US Trustee Appoints Official Creditors' Committee
IMC GLOBAL: Sells Remaining Discontinued IMC Chemicals Operations
INTERNATIONAL WIRE: Files Chapter 11 Petition in S.D. New York
INTERNATIONAL WIRE: Case Summary & 30 Largest Unsecured Creditors

INTERPOOL: Plans to Reapply for NYSE Listing after Filing Reports
ITC DELTACOM: Withdraws Sr. Debt Offering on Weak Market Condition
IVACO INC: Canadian Court Extends CCAA Protection Until May 21
IVACO INC: Reports 2003 Year-End Financial Results
KAISER ALUMINUM: Court Orders Alpart Stake Auction on April 20

KB HOME: Will Broadcast 2004 Investor Conference Live Today
LES BOUTIQUES: Board Committee Awards Broader Mandate to Richter
LES BOUTIQUES: Retains PricewaterhouseCoopers as Financial Advisor
LTV CORP: Objects to National Steel's $1.4 Mil. Reclamation Claim
MAGELLAN HEALTH: Asks Court to Expunge David McLane's $3MM Claim

MERRILL LYNCH: S&P Puts Class E Notes' Rating on Watch Negative
MIDLAND ACADEMY: Voluntary Chapter 11 Case Summary
MIRANT CORP: Rockland Demands Payment of $62.3MM Ad Valorem Tax
MORGAN STANLEY: Fitch Ups Low-B Ratings on 3 Series 1997-WF1 Notes
NATIONAL BENEVOLENT: Gets Nod to Hire Cain Brothers as Advisor

NATIONAL CENTURY: HSBC Bank USA Serving as Successor Trustee
NET PERCEPTIONS: Stockholders Fail to Approve Liquidation Plan
NORSKE SKOG: Closes Consent Solicitation for New Purchase Offer
NORSKE SKOG: Completes Sale of $250M Principal Amount of Sr. Notes
NORTEL NETWORKS: Responds to FCC's Call for Industry Support

OWENS CORNING: Moves to Dismiss Kensington's State Ct. D&O Lawsuit
PACIFIC GAS: Plan's Effective Date Can Be as Late as May 15, 2004
PARADIGM MEDICAL: Names Aziz Mohabbat as New COO
PARMALAT: Court Declares Utility Companies are Adequately Assured
PENTHOUSE: Acquires Internet Billing Company for $23.5 Million

PILLOWTEX CORP: Gets Clearance for Season Release Agreement
RELIANCE: Liquidator Asks Court to Affirm Contract Recommendations
REMEDENT USA: Liquidity Problems Spur Going Concern Uncertainty
RIVERBEND DEVELOPMENT: Voluntary Chapter 11 Case Summary
RUBINCON VENTURES: Shoos Away Sellers & Taps Madson as New Auditor

SOLECTRON: Selling Sensor Products Business to Schneider Electric
STRATUS SERVICES: Ability to Continue Operations is in Doubt
TELETECH: Inks Multiyear Pact With Professional Services Firm
UNITED AIRLINES: Proposes Pact Settling $290M+ Kreditanstalt Claim
US AIRWAYS: JPMorgan Trust Agrees to Reduce Claim to $1.1 Million

VIASYSTEMS: S&P Affirms Low-B & Junk Ratings Following IPO Filing
WESPOINT STEVENS: Signs New Licensing Agreement with Avanti Linens
WHITEHALL JEWELLERS: Posts $7M Loss in Year Ended Jan. 31, 2004
WORLDCOM INC: Teleserve Wants Class 6A Pre-Merger Status Confirmed

                           *********

AADCO AUTOMOTIVE: Inks Preferred Supplier Pact with Collision Care
------------------------------------------------------------------
AADCO Automotive Inc., a leading supplier of like, kind and
quality (LKQ) used auto parts, signed a Preferred Supplier
Agreement for LKQ and aftermarket parts with Collision Care Canada
Inc. ("CCC") on March 19, 2004. The Preferred Supplier Agreement
is to take effect April 1, 2004.

CCC Inc. consists of 10 premier corporately owned collision repair
facilities in the greater Toronto area operating under the
Imperial and Oaktown banners. This agreement will assist CCC in
their vision to become increasingly more efficient and responsive
in the servicing of its customers and insurance companies in their
quest for a greater use of LKQ parts in the repair process. The
goal of CCC and AADCO is for the very best in customer service,
savings in the repair process and a reduction in the number of
days a customer is in a rental vehicle. The accomplishment of
these three goals will assist the insurance companies in reducing
motor vehicle insurance premiums.

"The CCC agreement is another important element in our strategy to
increase AADCO's revenues by maximizing the yield of both body and
mechanical parts from every vehicle dismantled," said Charles
Hodgkinson, CEO AADCO Automotive Inc.

Tony Canade, President of CCC Inc., adds "We are pleased to be
entering into this relationship with AADCO as it assists us in
maintaining a leadership position in meeting the changes and
challenges facing our industry. AADCO's growth strategy and
service excellence is mutually aligned with ours, as we see the
need for vendor alliances and greater industry consolidation."

The CCC Inc. agreement is the latest announcement as AADCO builds
out its business model. In December 2003, AADCO announced the
signing of a Strategic Alliance with Dave's Part Mart of Ottawa
with an option to acquire. On March 2, 2004 AADCO announced the
signing of a Letter of Intent for a Master Distribution Agreement
with United International Business of Canada, which should see
AADCO parts being sold in China before the end of 2004. On
March 9, 2004 AADCO announced the signing of a Letter of Intent to
acquire Coreline, the third largest automotive core and materials
business in Canada and on March 16, 2004, AADCO announced a
preferred supplier agreement with the 24-shop Collision Solutions
Network.

AADCO Automotive Inc. is a rapidly growing, Canadian public
company committed to complete vehicle dismantling and the
providing of quality used parts and core from insurance salvage.
AADCO serves over 5000 mechanical and body shop clients across
Ontario through its LKQ parts division. AADCO maintains the
largest unbolted inventory of quality used OEM parts in Canada
at its 118,000 sq. ft. facility in Brampton, Ontario and is the
only auto recycler to have been awarded the Ecologo for
environmental stewardship.

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


ADELPHIA COMMS: Sells Excess Assets to 24 Buyers for $1.4 Million
----------------------------------------------------------------
Pursuant to the Court-approved Excess Assets Sale Procedures, the  
Adelphia Communications Debtors inform Judge Gerber that they are
selling these properties:

1. Property:   One Tower situated in Great Lot #71,
                Poland Township, Ohio
    Purchaser:  Donald Zimmerman
    Agent:      None
    Amount:     $10
    Deposit:    None
    Appraised
     Value:     No appraisal was made in connection with the sale

2. Property:   Parcels of Real Property situated at 122 East
                Second Street, in Coudersport, Pennsylvania
    Purchaser:  Thomas A. and Kathleen M. Majot  
    Agent:      God's Country Real Estate, Inc.  
    Amount:     $120,000
    Deposit:    $1,000      
    Appraised     
     Value:     $112,500

3. Property:   Real Property situated at 106 Cartree Street,
                in Coudersport, Pennsylvania
    Purchaser:  Margaret Grady
    Agent:      Hartman Real Estate, Inc.  
    Amount:     $165,900
    Deposit:    $2,000
    Appraised   
     Value:     $156,500

4. Property:   Real property located at 11011 East Peakview,
                in Englewood, Colorado
    Purchaser:  Associated Tele-Networking, Inc.
    Agent:      None
    Amount:     $85,000
    Deposit:    None
    Appraised
     Value:     No appraisal was made in connection with the sale

5. Property:   Equipment located at 11011 East Peakview,
                in Englewood, Colorado
    Purchaser:  Battery Solutions, Inc.
    Agent:      None
    Amount:     $178,000
    Deposit:    None
    Appraised
     Value:     No appraisal was made in connection with the sale

6. Property:   Telecommunications equipment located at 1207C
                Harris Street, in Charlottesville, Virginia and
                at 3909A Carolina Avenue, in Richmond, Virginia
    Purchaser:  Diversitec, LLC
    Agent:      None
    Amount:     $10,765
    Deposit:    None
    Appraised    
     Value:     No appraisal was made in connection with the sale

7. Property:   Real Property situated in 102 Allegany Avenue,
                in Coudersport, Pennsylvania
    Purchaser:  Myles and Loretta Meers
    Agent:      Four Season Real Estate, Inc.
    Amount:     $28,620
    Deposit:    $1,000
    Appraised
     Value:     $27,000

8. Property:   Real Property situated at 714 North West,
                in Coudersport, Pennsylvania
    Purchaser:  Cindy Capatch
    Agent:      God's Country Real Estate, Inc.  
    Amount:     $80,000
    Deposit:    $1,000
    Appraised
     Value:     $80,000

9. Property:   Telecommunications equipment located at 4256
                Ridgelea Road, Suite 102, in Amherst, New York;
                1207C Harris Street, in Charlottesville,
                Virginia; and 3909A Carolina Avenue, in
                Richmond, Virginia
    Purchaser:  Associated Tele-Networking, Inc.
    Agent:      None
    Amount:     $68,435
    Deposit:    None
    Appraised
     Value:     No appraisal was made in connection with the sale

10. Property:   Telecommunications equipment located at 4256
                Ridgelea Road, Suite 102, in Amherst, New York;
                1207C Harris Street, in Charlottesville,
                Virginia; and 3909A Carolina Avenue, in
                Richmond, Virginia
    Purchaser:  TelWorx, Inc.
    Agent:      None
    Amount:     $11,350
    Deposit:    None
    Appraised
     Value:     No appraisal was made in connection with the sale

11. Property:   Real property situated at 1011 South Main Street,
                in Coudersport, Pennsylvania
    Purchaser:  Jennifer Freeman
    Agent:      Four Seasons Real Estate, Inc.
    Amount:     $76,000
    Deposit:    1,000
    Appraised
     Value:     $76,000

12. Property:   Golf course construction materials and equipment
                located at 506 Bank Street and Mill Street, in
                Coudersport, Pennsylvania
    Purchaser:  LeHigh Acres LLC
    Agent:      None
    Amount:     LeHigh will pay the agreed per-unit prices when
                the items are removed from the Debtors' estate
    Escrow
     Amount:    $275,000
    Appraised
     Value:     No appraisal was made in connection with the sale

13. Property:   Real property situated at 104 Chestnut Street,
                105 West Maple Street, and 204 Vine Street, in
                Coudersport, Pennsylvania
    Purchaser:  Stanley Goodwin
    Agent:      God's Country Real Estate, Inc.  
    Amount:     $124,000
    Deposit:    $1,000
    Appraised   
     Value:     $124,000

14. Property:   Real property situated at 125 Gross Hollow Road,
                Coudersport, Pennsylvania
    Purchaser:  Timothy and Wendy Hann
    Agent:      God's Country Real Estate, Inc.
    Amount:     $95,745
    Deposit:    $1,000
    Appraised
     Value:     $90,000

15. Property:   Real Property situated at 450 Center Park,
                Coudersport, Pennsylvania
    Purchaser:  Shirlee Leete
    Agent:      Four Seasons Real Estate, Inc.
    Amount:     $77,000
    Deposit:    $1,000
    Appraised
     Value:     $77,000

16. Property:   Personal property consisting of 48 vehicles
    Purchaser:  State Line Auto Auction
    Agent:      None
    Amount:     $35,022
    Deposit:    None
    Appraised
     Value:     No appraisal was made in connection with the sale

17. Property:   Personal property consisting of 53 vehicles
    Purchaser:  Corporate Fleet Management
    Agent:      None
    Amount:     $31,150
    Deposit:    None
    Appraised
     Value:     No appraisal was made in connection with the sale

18. Property:   Personal property consisting of 81 vehicles
    Purchaser:  State Line Auto Auction
    Agent:      None
    Amount:     $85,605
    Deposit:    None
    Appraised
     Value:     No appraisal was made in connection with the sale

19. Property:   Personal property consisting of 76 vehicles
    Purchaser:  The Asset Disposal Group
    Agent:      None
    Amount:     $49,950
    Deposit:    None
    Appraised
     Value:     No appraisal was made in connection with the sale

20. Property:   Personal property consisting of 55 vehicles
    Purchaser:  Western Fleet Resources
    Agent:      None
    Amount:     $41,850
    Deposit:    None
    Appraised
     Value:     No appraisal was made in connection with the sale

21. Property:   Personal property consisting of 26 vehicles
    Purchaser:  The Asset Disposal Group
    Agent:      None
    Amount:     $14,650
    Deposit:    None
    Appraised
     Value:     No appraisal was made in connection with the sale

22. Property:   Real property situated at 201 North West Street,
                in Coudersport, Pennsylvania
    Purchaser:  Ludwig Holdings, LLC
    Agent:      God's Country Real Estate, Inc.
    Amount:     $83,000
    Deposit:    $1,000
    Appraised
     Value:     $83,000

23. Property:   Telecommunications equipment located at 1120
                Pike Street, in Huntingdon, Pennsylvania
    Purchaser:  Friendship Cable of Texas, Inc., doing business
                as Correctional Cable TV
    Agent:      None
    Amount:     $57,500
    Deposit:    None
    Appraised
     Value:     No appraisal was made in connection with the sale

24. Property:   Real property situated at 419 Route 6 West, in
                Coudersport, Pennsylvania
    Purchaser:  E & G Realty
    Agent:      Field & Stream Real Estate, Inc.
    Amount:     $68,500
    Deposit:    $1,000
    Appraised
     Value:     $68,500

25. Property:   Real property located at 25 Clearview Drive, in
                Coudersport, Pennsylvania
    Purchaser:  Eric and Tricia Duffy
    Agent:      God's Country Real Estate, Inc.
    Amount:     $146,000
    Deposit:    $1,000
    Appraised
     Value:     $146,000

26. Property:   Real property situated at 5 North West Street,
                in Coudersport, Pennsylvania
    Purchaser:  Craig B. Maestle
    Agent:      God's Country Real Estate, Inc.  
    Amount:     $52,000
    Deposit:    $1,000
    Appraised
     Value:     $52,000

(Adelphia Bankruptcy News, Issue No. 54; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AIR CANADA: Welcomes Reduction in Canadian Security Charges
-----------------------------------------------------------
Air Canada welcomed the Canadian federal government's decision to
reduce its Air Travellers Security Charge, and encouraged all
governments and authorities to examine ways to participate in the
reduction of taxes and surcharges on airlines faced by the
consumer when purchasing air travel.

The federal budget was announced on March 23, and includes a
reduction in the Air Travellers Security Charge. This reduction,
effective April 1, 2004, represents $2 off round trip domestic
flights (from $14 to $12), $2 off round trip U.S. transborder
flights (from $12 to $10), and $4 off round trip international
flights (from $24 to $20).

"We are pleased that the federal government recognizes the impact
of the current security surcharge as a disincentive to travel and
has seen fit to further reduce it," said Robert Milton, President
and Chief Executive Officer. "This initiative is a positive step
in the right direction and we commend the government for its
action."

"In keeping with [Tues]day's announcement, we encourage
government-created natural monopolies, including airport
authorities and Nav Canada, to adopt a realistic approach to the
airline industry's financial predicament and to work
with us as partners in the development of sustainable air
services," he concluded.

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.


ALPHA VIRTUAL: Backham Kirkland Cuts Off Professional Ties
----------------------------------------------------------
On December 12, 2003, Beckman Kirkland & Whitney informed Alpha
Virtual Inc. that it was resigning as the Company's independent
accountant due to recent filings made by the Company with the
Securities and Exchange Commission without prior review by
Beckman.

Alpha Virtual conducted a series of discussions with Beckman
urging Beckman to reconsider its resignation. After several
discussions, Beckman did not indicate a consent to withdraw its
resignation. For this reason, on February 11, 2004, Alpha Virtual
retained AJ. Robbins, PC as it new independent accountants.

The reports of Beckman on the financial statements of the Company
for the past two fiscal years contained a qualification that there
was substantial doubt about Alpha Virtual's ability to continue as
a going concern. Other than the foregoing, the reports contained
no adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principle.

On February 11, 2004, Alpha Virtual's Board of Directors retained
AJ. Robbins, PC as its new independent accountants.


AMCAST INDUSTRIAL: February 2004 Equity Deficit Tops $42 Million
----------------------------------------------------------------
Amcast Industrial Corporation, (OTCBB:AICO) reported financial
results for its fiscal 2004 second quarter ended February 29,
2004.

Sales of $94.4 million in the second quarter were 4.7% lower than
the prior year quarter sales of $99.1 million. Operating income in
the second quarter of $2.4 million was up by almost 31% over the
prior-year quarter. The operating income improvement was the
result of an improved gross margin due to reduced manufacturing
costs and lower selling, general and administrative costs. The
profit improvement at the operating level was much more dramatic
than the after-tax level because tax benefits were significantly
higher in the prior year. The net loss of $1.2 million, or $0.13
per share, improved by 6.7% over the net loss from continuing
operations in last year's quarter of $1.3 million, or $0.15 per
share.

The quarterly sales decline resulted from lower aluminum
components sales, primarily in the gravity-cast operations. This
decline was partly offset by strong demand for plumbing products
and pistons for automotive air conditioning compressors. By
segment, Flow Control sales grew by over 18%, but Engineered
Components sales fell by almost 15%.

During the second quarter last year, the Company recorded a loss
on the sale of Speedline, its European wheel business.
Accordingly, Speedline was classified as a discontinued operation.
The after-tax loss in fiscal 2003 from discontinued operations was
$54.6 million, or $6.17 per share, for the second quarter and
$56.7 million, or $6.82 per share, for the first six months.

Year-to-date sales were $207.4 million, down by 1.9% versus the
prior year. Sales in the Flow Control segment were up by 14%,
while Engineered Components sales declined by 8%. Year-to-date
operating income of $7.3 million grew from $2.7 million last year,
or by 165%. Both an improved gross margin and lower selling,
general and administrative expenses contributed to the increase.
Year to date, the Company's net loss from continuing operations
was $0.2 million, or $0.02 per share, compared with a net loss
from continuing operations of $3.2 million, or $0.36 per share, in
the prior year.

Joseph R. Grewe, President and Chief Executive Officer, said, "The
operating income increase reflects better manufacturing
performance, and it is important to recognize that operating
income increased during a period of declining sales. We are still,
however, turning the corner to profitability at the net income
line. Management has continued to focus on lower spending. During
the quarter selling, general and administrative expenses decreased
by almost 7%, and fell to 9.1% of sales from 9.3% of sales in the
prior-year quarter. Year-to-date selling, general and
administrative expenses were 8.1% of sales. Productivity increased
over last year by almost 14% year to date as measured by sales per
full-time-equivalent employee. Continued implementation of lean
manufacturing concepts as well as internal quality improvements
helped improve performance."

Byron Pond, Chairman, commented, "Amcast's balance sheet continued
to improve in the quarter. Net operating assets decreased by 1%
during the quarter as capital spending was held to 34% of
depreciation. Amcast also reduced debt by $3 million in the
quarter, and debt has been lowered by over $5 million year to
date."

Mr. Grewe concluded, "Amcast just missed net income break-even for
the first six months. However, this was the Company's ninth
consecutive quarter of positive operating income. Traditionally,
the second quarter is our most difficult quarter, and this year
was no exception. Clearly, the Amcast Production System, and our
relentless efforts to reduce costs are producing operating and
financial benefits. Our plans are to continue these successful
programs as well as focus on process improvements, better quality,
and improved customer service."

At February 29, 2004, Amcast Industrial's balance sheet shows a
shareholders' equity deficit of $42,005,000 compared to
$41,935,000 at August 31, 2003.

Amcast Industrial Corporation is a leading manufacturer of
technology-intensive metal products. Its two business segments are
brand name Flow Control Products marketed through national
distribution channels and Engineered Components for original
equipment manufacturers. The company serves the automotive,
construction, and industrial sectors of the economy.


AMKOR TECHNOLOGY: Inks Wafer-level Packaging Agreement with Casio
-----------------------------------------------------------------   
Amkor Technology, Inc., Casio Computer Co., Ltd. and Casio
Micronics Co., Ltd. jointly announced that they have established
business and technology licensing agreements for assembly and test
of wafer-level semiconductor packages, commonly known as WLP.  The
agreements link CASIO's expertise in the processing technologies
used in wafer-level packaging with Amkor's proficiency in
semiconductor assembly and test.

Wafer-level packages are created by building the package
interconnects directly on the surface of the wafer.  CASIO's WLP
technology improves electrical performance with copper routing and
post.  This structure, along with the screen printing
encapsulation process, provides a high level of reliability and
can be used with up to 300mm (12 inch) wafers.  Wafer level
packages are used with logic, memory, and RF devices primarily in
consumer electronic products, including cell phone handsets and
other wireless applications, digital cameras and other handheld
devices.

As part of the collaboration, Amkor will undertake sales and
marketing of this WLP product.  CASIO MICRONICS will provide wafer
level processing and Amkor will conduct final test, singulation
and inspection of the WLP devices. Amkor also has the option to
enter into a technology license with CASIO under which Amkor would
have the ability to install and use CASIO's WLP technology
in Amkor's factories.

"This collaboration builds on our existing wafer-level packaging
capability with the addition of CASIO's outstanding WLP
technology," said Bruce Freyman, Amkor's president and chief
operating officer.  "We have already identified several business
opportunities with Japanese semiconductor companies.  While we do
not expect this joint effort to result in significant revenue
during 2004, we do anticipate growing adoption of wafer-level
packaging in Japan and elsewhere.  We have the added flexibility
of installing CASIO's WLP technology in our factories as customer
demand reaches a critical mass."

"CASIO and CASIO MICRONICS look forward to partnering with Amkor's
production capability, packaging experience, and worldwide sales
force.  This agreement represents an important step in
accelerating the standardization of WLP packaging and expanding
its adoption by semiconductor suppliers and electric device
manufacturers," said Yukio Kashio, CASIO's executive vice
president.

                About CASIO COMPUTER CO., LTD.
    
CASIO COMPUTER CO., LTD. is one of the leading consumer
electronics companies in the world.  Since its establishment in
1957, it has been active in the development of a range of consumer
electronic products such as electronic calculators, timepieces,
musical instruments, digital cameras and mobile phones.  In recent
years, CASIO has also focused on technologies for compact LCDs,
LSI chip mounting processes and other electronic devices.  More
information on CASIO is available at: http://world.casio.com/

                      About Amkor

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

                         *   *   *

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

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


AMERICAN SEAFOODS: Extends Senior Note Tender Offer to April 12
---------------------------------------------------------------
American Seafoods Group LLC and American Seafoods Finance, Inc.
announced that, as part of their previously announced tender offer
and consent solicitation for their outstanding 10 1/8% Senior
Subordinated Notes due 2010, they are extending the tender offer
expiration date. The tender offer, which had been set to expire at
5:00 p.m., New York City time, on March 22, 2004, will be extended
to 5:00 p.m., New York City time, on Monday, April 12, 2004,
unless extended by American Seafoods.

The closing of the initial public offering and the other financing
transactions contemplated by the registration statement on Form S-
1 (Registration No. 333-105499) is a condition precedent to the
consummation of the tender offer. On February 19, 2004 American
Seafoods filed Amendment No. 3 to its registration statement on
Form S-1 with the Securities and Exchange Commission.

The consent expiration date was 5:00 p.m., New York City time, on
September 26, 2003. Holders who desired to receive the consent
payment and the tender offer consideration must have both validly
consented to the proposed amendments and validly tendered their
Notes pursuant to the offer on or prior to the consent expiration
date. Holders who validly tender their Notes after the consent
expiration date will receive the tender offer consideration, which
is $1,170.00 per $1,000 principal amount of Notes, but not the
consent payment.

As of the close of business on September 26, 2003, which was the
consent expiration date and the last day on which validly tendered
Notes could have been withdrawn, American Seafoods had received
the requisite consents to the proposed amendments to the Indenture
governing the Notes.

Consequently, the proposed amendments were incorporated in the
Third Supplemental Indenture, which was executed and delivered on
September 26, 2003, by and among American Seafoods Group LLC,
American Seafoods Finance, Inc., the guarantors listed on Schedule
A thereto and Wells Fargo Bank Minnesota, National Association, as
trustee. The proposed amendments to the Indenture, which will not
become operative unless and until the Notes are accepted for
purchase by American Seafoods, will eliminate substantially all of
the restrictive covenants, certain repurchase rights and certain
events of default and related provisions contained in such
indenture.

As of March 22, 2004, all of the company's existing senior
subordinated notes had been validly and irrevocably tendered.

Consummation of the offer is subject to certain conditions,
including consummation of certain financing transactions
contemplated by the registration statement on Form S-1 filed with
the Securities and Exchange Commission by American Seafoods
Corporation. Subject to applicable law, American Seafoods Group
LLC and American Seafoods Finance, Inc. may, in their sole
discretion, waive or amend any condition to the offer or
solicitation, or extend, terminate or otherwise amend the offer or
solicitation.

Credit Suisse First Boston, or CSFB, is the dealer manager for the
offer and the solicitation agent for the solicitation. MacKenzie
Partners, Inc. is the information agent and Wells Fargo Bank
Minnesota, National Association is the depositary in connection
with the offer and solicitation.

American Seafoods, headquartered in Seattle, Washington, is the
largest harvester and at-sea processor of pollock and hake and the
largest processor of catfish in the United States.


APARTMENT INVESTMENT: Redeeming Class P Pref. Stock on April 21
---------------------------------------------------------------
Apartment Investment and Management Company (Aimco) (NYSE: AIV)
announced it will redeem all shares outstanding of its 9.0% Class
P Convertible Cumulative Preferred Stock (NYSE: AIVPrP; CUSIP:
03748R-86-1).  

Redemptions will occur on April 21, 2004 at $25 per share plus an
amount equal to accrued and unpaid dividends from April 15, 2004
up to and including the redemption date of $0.0375 per share.  The
total redemption price of $25.0375 per share is payable only in
cash.  After the redemption date, the Class P no longer will
be outstanding and holders of Class P will have only the right to
receive payment of the redemption price in exchange for their
Class P certificates.

Prior to 5:00 p.m. eastern time on Tuesday, April 20, 2004, each
holder of the Class P has the option to convert such shares into
Aimco's Class A Common Stock at a conversion price of $56 per
share.  Aimco previously announced a quarterly cash dividend of
$0.5625 per share on the Class P, which will be paid on April 15,
2004 to holders of record on April 1, 2004.

Proceeds from the Class U Cumulative Preferred Stock, (see
Prospectus Supplement filed with the Securities and Exchange
Commission dated March 17, 2004), will be applied to redemption of
the Class P.  Full redemption of the Class P is included in
Aimco's previously provided projected earnings range for 2004.  
The Class P redemption is expected to result in negligible
redemption charges (per EITF Topic D-42).
    
Equiserve Trust Company N.A. is acting as redemption agent for the
Class P and may be contacted regarding the redemption by calling
800-730-6001. Additional information on the Class U Preferred
Stock is available in the Prospectus filed with the Securities and
Exchange Commission and is available by calling Aimco Investor
Relations at 303-691-4350 or at Aimco's Website at
http://www.aimco.com/about/Financial/SECFilings/1378T06_CNB.PDF

Aimco (Fitch, BB+ Preferred Share Rating, Negative) is a real
estate investment trust headquartered in Denver, Colorado owning
and operating a geographically diversified portfolio of apartment
communities through 19 regional operating centers.  Aimco, through
its subsidiaries, operates approximately 1,629 properties,
including approximately 288,000 apartment units, and serves
approximately one million residents each year.  Aimco's properties
are located in 47 states, the District of Columbia and Puerto
Rico.  Aimco common shares are included in the S&P 500.


ATSI COMMS: Annual Shareholders' Meeting Set for May 6 in Texas
---------------------------------------------------------------
ATSI Communications, Inc. (OTC: ATSC) announced that its 2004
Annual Meeting of Stockholders will be held at 10:00 AM CST on May
6, 2004, at the conference hall of the Dr. Burton E. Grossman
International Conference Center, University of the Incarnate Word,
4301 Broadway, San Antonio, Texas. All persons owning shares of
the company's common stock or the series A convertible preferred
stock on record as of March 25, 2004, are entitled to notice and
to vote at the annual meeting. The Company expects to commence
mailing of its Annual Report and Proxy Statement to shareholders
on March 31, 2004.

As previously announced, ATSI plans to reincorporate in Nevada
upon shareholder approval. This will provide the company with
greater flexibility, simplicity in corporate transactions, reduced
taxes, and the reduction of various costs of doing business. The
reincorporation will also change the Company's capital structure
by reducing the number of shares of common stock outstanding, thus
improving the Company's ability to raise capital and pursue
strategic transactions.

The most frequently asked questions and answers concerning ATSI's
restructuring and reincorporation plan have been filed with the
SEC and are being provided to shareholders via ATSI's website at  
http://www.atsi.net/

ATSI Communications, Inc. is an emerging international carrier
serving the rapidly expanding niche markets in and between Latin
America and the United States, primarily Mexico. ATSI believes
that it has clear advantages over its competition through its
unique concession license in Mexico, interconnection and service
agreements, and strategic partnerships with established carriers
and network operators in Mexico.

As reported in the Troubled Company Reporter's January 15, 2004
edition, the company's ex-auditors', Tanner + Co., report on the
financial statements for the years ended July 31, 2002 and 2003
contained a qualification reflecting the uncertainty regarding the
ability of the Company to continued as a going concern due to the
financial difficulties faced by the Company during the audited
periods.

ATSI Communications filed for Chapter 11 protection on February 4,
2003 in the U.S. Bankruptcy Court for the Western District of
Texas (San Antonio) (Lead Bankr. Case No. 03-50753). Martin Warren
Seidler, Esq., represents the Debtors in these cases. At the time
of filing, the Debtors listed estimated assets of between $10 and
$50 Million and estimated debts of between $1 and $10 Million.  


BARNEYS NEW YORK: Reports Revenue Increases in Q4 & FY 2004
-----------------------------------------------------------
Barneys New York, Inc. announced results for the fourth quarter
and fiscal year ended January 31, 2004.

Net sales for the fourth quarter increased 10.9% to $117.5 million
from $106 million in the corresponding period last year.
Comparable store sales increased 9.6%. Earnings before interest,
taxes, depreciation and amortization (EBITDA) increased 19.6% to
$13.4 million in the fourth quarter of 2003 compared to $11.2
million in the prior year period. Net income increased 13.7% to
$6.3 million, or 44 cents per diluted share, for the fourth
quarter, compared with $5.6 million, or 40 cents per share, in the
year ago period.

For the fiscal year ended January 31, 2004, net sales increased
6.8% to $409.5 million from $383.4 million for the fiscal year
ended February 1, 2003. Comparable store sales increased 6.2%.
EBITDA increased 11.8% to $34.5 million in the fiscal year ended
January 31, 2004 compared to $30.9 million in the prior year. Net
income was $7.1 million, or 50 cents per diluted share, for the
fiscal year ended January 31, 2004, compared with $8.5 million, or
61 cents per share, in the prior year.

As compared to the prior year comparable periods, net income for
the fourth quarter ended January 31, 2004 includes higher interest
expense of $1.4 million and net income for the fiscal year ended
January 31, 2004 includes higher interest expense of $4.1 million,
principally related to the Company's senior secured notes issued
on April 1, 2003.

"Strong sales in the last three quarters of fiscal year 2003 were
the cornerstone of our successful year," stated Howard Socol,
Chairman, President and Chief Executive Officer. "Improved full
price selling in the fourth quarter helped increase total sales
and sustain our gross margin. Our solid top-line growth coupled
with disciplined expense controls, contributed to the Company's
double-digit increases in operating income and EBITDA for both the
fourth quarter and fiscal year. While the senior debt refinancing
completed in the first quarter of 2003 increased our interest
expense and impacted our net income throughout most of the year,
the refinancing was clearly an important step towards
strengthening the Company's financial condition."

Mr. Socol continued, "Significant remodeling and expansion
projects will be completed in 2004 at our Madison Avenue and
Beverly Hills flagship stores intensifying our luxury business in
those markets. Barneys' ongoing contemporary Co-Op business
expansion in existing and new stores is broadening both our reach
as we enter new markets, and our client base by targeting the
younger designer customer. The Company is committed to maximizing
productivity in its existing stores, expanding in a disciplined
manner, providing exceptional customer service and executing key
merchandising initiatives. Our strategic focus should enable us to
capitalize on the current momentum in luxury retailing and on the
Company's future growth prospects."

Barneys New York is a luxury retailer with flagship stores in New
York City, Beverly Hills and Chicago. In addition, the Company
operates three regional full price stores, three CO-OP Barneys New
York stores, twelve outlet stores and two semi-annual warehouse
sale events. The Company also maintains corporate offices in New
York City, an administrative and distribution center in Lyndhurst,
New Jersey and has approximately 1,400 employees.

On January 10, 1996, Barney's, Inc. and subsidiaries filed
voluntary petitions for reorganization under chapter 11 of the
United States Bankruptcy Code. The Predecessor company's plan of
reorganization was confirmed on December 21, 1998, by the U.S.
Bankruptcy Court for the Southern District of New York, and
became effective on January 28, 1999.  

As previously reported, Standard & Poor's Ratings Services
assigned its 'B' corporate credit rating to Barneys New York Inc.

Standard & Poor's also assigned its 'B-' rating to Barneys
Inc.'s proposed $100 million senior secured notes due in 2008.
The outlook is stable.


BIOVAIL CORP: Renews $400 Million Revolving Term Credit Facility
----------------------------------------------------------------
Biovail Corporation (NYSE:BVF)(TSX:BVF) announced that it has
successfully renewed its Revolving Term Credit Facility with its
syndicate of Canadian and American banks.

Biovail identified its cash flow expectations and capital
requirements for 2004 along with its strategy to focus its
business development activities on out-licensing, not
acquisitions, and therefore has renewed the Credit Facility at
$400 million (USD). The agreement is for renewable one year terms
with a one year term out option for Biovail. The interest rates
charged under the facility remain the same in this renewed
facility, as do the financial covenants.

"We are pleased at the confidence demonstrated in this company by
the support from this excellent group of banks," said Biovail's
CEO & Chairman Eugene Melnyk.

The Administrative Agent for the Revolving Term Credit Facility is
Scotia Bank and The Syndication Agent is Bank of Montreal.
Canadian Lead Managers include The Royal Bank of Canada, and HSBC
Bank Canada. American Lead Managers include Citibank NA, Credit
Suisse First Boston, UBS LLC and J.P. Morgan.

There is currently $300 million drawn on the Revolving Term Credit
Facility and the Company has $175 million in cash on hand. The
Company anticipates paying down the facility with $100 million of
the available cash such that an estimated $200 million will likely
be drawn under the credit facility as of March 31, 2004, leaving
availability of $200 million. The Company's operating cash flow
estimate for the year is $300 to $350 million.

Biovail Corporation is a full-service pharmaceutical company,
engaged in the formulation, clinical testing, registration,
manufacture, sale and promotion of pharmaceutical products
utilizing advanced drug delivery technologies.

As reported in the Troubled Company Reporter's March 11, 2004
edition, Standard & Poor's Ratings Services revised the outlook on
pharmaceutical company Biovail Corp. to negative from stable. At
the same time, the ratings on Mississauga, Ontario-based Biovail,
including the 'BB+' long-term corporate credit rating, were
affirmed. The action is in response to the company's lower 2004
earnings guidance.


BMC INDUSTRIES: Receives Bank Waiver Extension through May 14
-------------------------------------------------------------
BMC Industries, Inc. (OTCBB:BMMI) announced that its bank group
has granted the company an additional waiver of certain covenants
and other obligations under its credit agreement. The company has
been operating under a series of waivers from its banks since June
30, 2003.

The waiver also extends the time period for BMC to make certain
scheduled principal and fee payments, and defers interest payment
obligations of approximately $0.6 million until May 14, 2004, the
termination date of both this waiver extension and the current
credit agreement. The deferral of these payments are subject,
however, to the company's continuing obligation to remit the net
proceeds of any asset sales and certain other cash flows to its
lenders in partial repayment of interest and principal
obligations. Since June 30, 2003, the company has incurred and
paid $5.7 million in interest obligations.

As in previous waivers, the banks and the company have agreed that
no additional borrowings will be extended during the waiver
period. Discussions continue between BMC, the company's advisors,
and its banks regarding the financing and capitalization of the
Company after May 14, 2004.

                  About BMC Industries

BMC Industries Inc., founded in 1907, is comprised of two business
segments: Optical Products and Buckbee-Mears. The Optical Products
group, operating under the Vision-Ease Lens trade name, is a
leading designer, manufacturer and distributor of polycarbonate
and glass eyewear lenses. Vision-Ease Lens also distributes
plastic eyewear lenses. Vision-Ease Lens is a technology and a
market share leader in the polycarbonate lens segment of the
market. Polycarbonate lenses are thinner and lighter than lenses
made of other materials, while providing inherent ultraviolet (UV)
filtering and impact resistant characteristics. The Buckbee-Mears
group, the only North American supplier of television aperture
masks, has announced its plans to wind down its operations by June
2004. For more information about BMC Industries, visit the
company's Web site at http://www.bmcind.com/


BOYD: Names Thomas Roberts Gen. Manager of Sam's Town Shreveport
----------------------------------------------------------------
Boyd Gaming Corporation named Thomas A. Roberts, CPM as General
Manager of its Sam's Town Shreveport facility, pending the close
of its acquisition.  The $190 million acquisition is expected to
close in the second quarter 2004.

Thomas Roberts commented on the announcement, "I am especially
pleased about joining Boyd Gaming and the fact that I will be
working with the same team members that have helped to make this
property such a success over the last few years.  We have a great
team here that provides some of the best service in the market,
and I am excited and proud to be able to stay with the property
and to remain in the Shreveport community."

Roberts has been the leader of the Shreveport property since late
1999 and previously served as Vice President of Development and
Leasing for Rio Suite Hotel & Casino in Las Vegas, Nevada.  
Roberts was also the Founding General Manager of the famous Forum
Shops at Caesars Palace in Las Vegas.

Las Vegas-based Boyd Gaming said they were delighted that Roberts
accepted their offer to stay at the casino he has helped make so
successful.  "We know customers have been happy with their
experiences at this property, and other than a name change, we
don't anticipate they will see a difference," said Keith Smith,
Executive Vice President and Chief Operating Officer for Boyd
Gaming.

Boyd Gaming plans to begin operations as Sam's Town Shreveport
immediately following regulatory approval.  Boyd Gaming currently
operates two other properties under the popular Sam's Town brand
in Tunica, Mississippi and Las Vegas, and the Company also has two
other Louisiana properties: Delta Downs Racetrack and Casino in
Vinton and Treasure Chest Casino in Kenner.

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) is
a leading diversified owner and operator of 13 gaming
entertainment properties located in Nevada, New Jersey,
Mississippi, Illinois, Indiana and Louisiana. Boyd Gaming recently
opened Borgata Hotel, Casino and Spa at Renaissance Pointe (AOL
keyword: borgata or http://www.theborgata.com/), a $1.1 billion
entertainment destination hotel in Atlantic City, through a joint
venture with MGM MIRAGE.  In February, the Company reached a
definitive agreement to merge with Coast Casinos, Inc.  The $1.3
billion merger is expected to be completed in mid 2004. More
information on Boyd Gaming is at http://www.boydgaming.com/

                     *   *   *

As reported in the Feb. 12, 2004, issue of the Troubled Company
Reporter, Standard & Poor's Ratings Services affirmed its 'BB'
corporate credit and 'B+' subordinated debt ratings for Boyd
Gaming Corp. Concurrently, the ratings were removed from
CreditWatch where they were placed on Feb. 9, 2004.

These rating actions clarify Standard & Poor's intention in its
press release dated Feb. 9, 2004. In that press release, both the
corporate credit and subordinated debt ratings of Boyd were placed
on CreditWatch with negative implications. "Given Standard &
Poor's expectation to affirm the corporate credit rating, those
ratings should not have been placed on CreditWatch," said Standard
& Poor's credit analyst Michael Scerbo. "However, the company's
'BB+' senior secured and 'BB-' senior unsecured debt ratings
remain on CreditWatch with negative implications given the
uncertainty about the final capital structure and the possible
impact on notching," Mr. Scerbo added. The outlook is stable. Pro
forma for its merger with Coast Casinos Inc., Boyd Gaming is
expected to have approximately $2.3 billion debt outstanding.  


BUDGET GROUP: Court Sets Plan Confirmation Hearing for April 7
--------------------------------------------------------------
On February 4, 2004, the U.S. Bankruptcy Court for the District of
Delaware approved the Budget Group, Inc. and its debtor-
affiliates' Disclosure Statement with respect to their Second
Amended Joint Chapter 11 Liquidating Plan.

The Court found that the Disclosure Statement contained the right
kind and amount of information to enable creditors to make
informed decisions whether to accept or reject the Debtors' Plan.

The Honorable Charles G. Case, II, will convene a confirmation
hearing in Wilmington, Delaware, to the merits of the Debtors'
Liquidating Plan on April 7, 2004, at 9:30 a.m. (Eastern Time).

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: Discloses Plan Administrator's Responsibilities
-------------------------------------------------------------
Robert L. Aprati, Executive Vice President and General Counsel of
BRAC Group, Inc. (formerly Budget Group Inc.), informs the Court
that the Plan Administrator's responsibilities include:

   (1) calculating and paying all distributions to be made under
       the Plan, the Plan Administration Agreement and other
       Bankruptcy Court orders to the Holders of Allowed U.S.
       Debtor Group Administrative Claims, Allowed U.S. Debtor
       Group Priority Tax Claims, Allowed Class 1A Claims,
       Allowed Class 2A Claims, Allowed Class 4A Claims, Allowed
       Class 5A Claims and Allowed Class 6A Claims;

   (2) employing, supervising and compensating professionals
       retained to represent the interests of and serve on behalf
       of Reorganized BGI; and

   (3) seeking estimation of contingent or unliquidated claims
       under Section 502(c) of the Bankruptcy Code for claims
       filed against the estates of the U.S. Debtor Group other
       than Class 3A Claims.

The Plan Administrator will provide monthly reports to the Plan
Committee summarizing the activities of the Plan Administrator
and Reorganized BGI during the immediately preceding month.

The Plan Administrator will be compensated from Reorganized BGI's
Operating Reserve pursuant to the terms of the Plan
Administration Agreement.  Any professionals retained by the Plan
Administrator will be entitled to reasonable compensation for
services rendered and reimbursement of expenses incurred from
Reorganized BGI's Operating Reserve.  The payment of the fees and
expenses of the Plan Administrator and its retained professionals
will be made in the ordinary course of business and will not be
subject to Bankruptcy Court approval.

Before the Effective Date:

   (1) the U.S. Debtor Group will be primarily responsible for
       the reconciliation and allowance of general unsecured,
       administrative, priority and secured claims, other than
       Cherokee Assumed Liability Claims, provided that the U.S.
       Debtor Group will consult, in good faith, with the
       Official Committee of Unsecured Creditors with respect to
       the reconciliation and allowance of the claims; and

   (2) the Creditors Committee will fulfill the responsibilities
       assigned to it under the Allocation Settlement Agreement.

From and after the Effective Date and subject to the requirements
of Section 4.7(c) of the Plan:

   (1) The Plan Administrator will be primarily responsible for
       the claims reconciliation process with respect to the
       allowance and payment of general unsecured,
       administrative, priority or secured claims, other than
       Cherokee Assumed Liability Claims and will be authorized:

       (a) to object to any Claims, other than Cherokee Assumed
           Liability Claims, or interests filed against any of
           the estates of the U.S. Debtor Group; and

       (b) pursuant to Rule 9019(b) of the Federal Rules of
           Bankruptcy Procedure and Section 105(a) of the
           Bankruptcy Code, to compromise and settle Disputed
           Claims other than Cherokee Assumed Liability Claims;
           and

   (2) The Plan Committee will fulfill the responsibilities
       assigned to it under the Allocation Settlement Agreement.
       Upon approval by the Plan Committee, the Plan
       Administrator will be authorized and empowered to settle
       any Disputed Claim, other than Cherokee Assumed Liability
       Claims, for less than $250,000 and execute any
       documentation necessary in connection with the settlement
       without any further Court order.  Notwithstanding, the
       U.S. Trustee will continue to have standing after the
       Effective Date to object to the fee applications filed by
       Chapter 11 professionals.

                 Committee and the Plan Committee

The Creditors Committee will continue in existence until the
Effective Date to exercise those powers and perform those duties
specified in Section 1103.  On the Effective Date, the Creditors
Committee will be dissolved and its members will be deemed
released of all their duties, responsibilities and obligations in
connection with the Chapter 11 Cases or the Plan and its
implementation, and the retention or employment of the
Committee's attorneys, accountants and other agents will
terminate.  All expenses of the Committee members and the fees
and expenses of their professionals through the Effective Date
will be paid in accordance with the terms and conditions of the
Fee Order.

On the Effective Date, the Plan Committee will be formed and
constituted.  The Plan Committee will consist of at least one but
no more than three members who will be selected by the Creditors
Committee and whose identities will be disclosed to the
Bankruptcy Court at the Confirmation Hearing.

The Plan Committee will:

   (1) be responsible for:

       (a) instructing and supervising the Plan Administrator
           with respect to its responsibilities under the Plan
           and the Plan Administration Agreement;

       (b) reviewing the prosecution of the U.S. Debtor Group
           Litigation Claims, including any proposed settlements;

       (c) reviewing objections to and proposed settlements of
           Disputed Claims asserted against one of more Debtors
           in the U.S. Debtor Group;

       (d) exercising powers and performing duties assigned to
           the Committee under the Allocation Settlement
           Agreement; and

       (e) performing other duties that are necessary and proper
           to assist the Plan Administrator and its retained
           professionals; and

   (2) remain in existence until the time as the final
       distributions under the Plan have been made by Reorganized
       BGI.  

The Plan Committee members will serve without compensation for
their performance of services as members of the Plan Committee,
except that they will be entitled to reimbursement of reasonable
expenses by Reorganized BGI.

Reorganized BGI and the Estates of the U.S. Debtor Group will, to
the fullest extent permitted by the laws of the State of
Delaware, indemnify and hold harmless the Plan Administrator, the
Plan Committee and the Plan Administrator's, Plan Committee's and
Reorganized BGI's agents, representatives, professionals and
employees from and against and with respect to any and all
liabilities, losses, damages, claims, costs and expenses,
including but not limited to attorney's fees, arising out of or
due to their actions or omissions, or consequences of the actions
or omissions, other than actions or omissions resulting from the
BGI Indemnified Party's willful misconduct or gross negligence
with respect to Reorganized BGI and the Estates of the U.S.
Debtor Group or the implementation or administration of the Plan
and the Plan Administration Agreement.  To the extent Reorganized
BGI and the Estates of the U.S. Debtor Group indemnify and hold
harmless the BGI Indemnified Parties, the legal fees and related
costs incurred by the counsel to the Plan Administrator or Plan
Committee in monitoring and participating in the defense of the
claims giving rise to the right of indemnification will be paid
out of Reorganized BGI's Operating Reserve it maintained and
funded.  The indemnification provisions of the Plan
Administration Agreement will remain available to and be binding
on any former Plan Administrator or member of the Plan Committee
and will survive the terminations of the Plan Administration
Agreement.

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)   


BUFFALO RUN LLC: Case Summary & 9 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Buffalo Run, LLC
        50 North East 26th Avenue, Suite 201
        Pompano Beach, Florida 33062

Bankruptcy Case No.: 04-24106

Chapter 11 Petition Date: March 16, 2004

Court: District of Utah (Salt Lake City)

Judge: William T. Thurman

Debtor's Counsel: Robert B. Lochhead, Esq.
                  Parr Waddoups Brown Gee & Loveless
                  185 South State Street, Suite 1300
                  Salt Lake City, UT 84111-1536
                  Tel: 801-532-7840

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Amerigas-Heber City           Gas Services               Unknown
1212 Beck Street
Salt Lake City UT 84116-1298

All West Communications       Phone Services             Unknown

Wasatch County                Waste Services             Unknown

Solid Waste Disposal          Waste Services             Unknown

Utah Power                    Utilities                  Unknown

Peak Alarm                    Alarm Services             Unknown

Pegasus Satellite             Satellite Services         Unknown

Loomis Company                Products & Services        Unknown

Mike Crittenden               Services                   Unknown


CALPINE: Closes $2.4B CalGen Secured Term Loans & Notes Offering
----------------------------------------------------------------    
Calpine Corporation (NYSE: CPN) (S&P, CCC+ Senior Unsecured
Convertible Note and B Second Priority Senior Secured Note
Ratings, Negative Outlook), announced that its wholly owned
subsidiary Calpine Generating Company, LLC, formerly Calpine
Construction Finance Company II, LLC, has received funding on its
$2.4 billion secured term loans and secured notes offering.  The
offering was comprised of the following:
    
    -- $600 million of First Priority Secured Floating Rate Term
       Loans Due 2009 priced at Libor plus 375 basis points, with
       a Libor floor of 125 basis points;

    -- $235 million of First Priority Secured Floating Rate Notes
       Due 2009 priced at Libor plus 375 basis points, with a
       Libor floor of 125 basis points;

    -- $100 million of Second Priority Secured Floating Rate Term
       Loans Due 2010 offered at 98.5% of par and priced at Libor
       plus 575 basis points, with a Libor floor of 125 basis
       points;

    -- $640 million of Second Priority Secured Floating Rate Notes
       Due 2010 offered at 98.5% of par and priced at Libor plus
       575 basis points, with a Libor floor of 125 basis points;

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

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

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

Net proceeds from the offering totaled approximately $2.3 billion
after deducting fees and expenses associated with the refinancing.  
These proceeds were used to repay in full approximately $2.3
billion in borrowings outstanding under the original $2.5 billion
CCFC II revolving credit facility, which was scheduled to mature
in November 2004.

Concurrent with the completion of this offering, CalGen entered
into an agreement for a $200 million revolving credit facility
with a group of banks led by The Bank of Nova Scotia.  This three-
year facility will be available for specified CalGen working
capital purposes and for letters of credit.  All amounts
outstanding under this $200 million revolving credit facility will
bear interest at either (i) the Base Rate plus 250 basis points,
or (ii) at Libor plus 350 basis points.
    
The secured institutional term loans will be placed in the
institutional term loan market.  The secured notes will be offered
in a private placement under Rule 144A, have not been registered
under the Securities Act of 1933, and may not be offered in the
United States absent registration or an applicable exemption from
registration requirements.  


CALYPTE: At Last -- No Going Concern Qualification in 2003 Report
-----------------------------------------------------------------
Calypte Biomedical Corporation (OTC Bulletin Board: CYPT)
announces its financial results for the fourth quarter and year
ended December 31, 2003.  Calypte is currently engaged in
developing rapid tests for HIV diagnosis and is the developer and
marketer of the only two FDA-approved HIV-1 antibody tests that
can be used on urine samples, as well as an FDA-approved serum
HIV-1 antibody Western Blot supplemental test.
    
For the fourth quarter ended December 31, 2003, Calypte recorded
revenues of $1,037,000, compared with $809,000 in the fourth
quarter of 2002. The net loss attributable to common stockholders
for the quarter was approximately $4.9 million, or $0.04 per
common share, compared with a net loss attributable to common
stockholders of $6.3 million, or $1.54 per common share, for the
three months ended December 31, 2002. Net loss for the quarter
includes non-cash expenses of $1.5 million in 2003 and $3.4
million in 2002.

For the year-ended December 31, 2003, Calypte reported revenues of
$3.5 million, compared with $3.7 million in 2002. The net loss
attributable to common stockholders for 2003 was $26.5 million, or
$0.47 per common share, compared with a net loss attributable to
common stockholders of $13.4 million, or $5.18 per common share,
for the year ended December 31, 2002. Net loss for the year
includes non-cash expenses of $14.3 million for 2003 and $5.4
million for 2002.  These non-cash charges for the quarter and year
were primarily related to the grants of common stock and options
and warrants as compensation for services and non-cash interest
expense related primarily to the accounting for Calypte's
convertible debt financing instruments.

Richard George, President and CEO commented, "We continue to
become more efficient and believe that the dedicated staff as well
as our proprietary sciences have shown to be resilient and will
continue into the future.  We expect to drive additional
efficiencies as we complete the consolidation of our domestic
manufacturing operations into our Rockville, Maryland facility."

On March 19, 2004, the Agreement for Commitment to Purchase
Aggregate of $10,000,000 of 5% Promissory Notes dated November 13,
2003 between Calypte and Marr Technologies BV ("MTBV") was
amended.  The amended Agreement increases the MTBV loan commitment
to $15 million and will terminate on May 31, 2005.
    
In conjunction with the amended Agreement, Calypte granted a
warrant to purchase 400,000 shares of its stock on March 19, 2004.  
The warrant is exercisable for two years from the date of grant at
an exercise price of $0.46 per share.
    
Commenting on the amended Agreement, Tony Cataldo, Calypte's
Executive Chairman stated, "This amendment reflects another level
of confidence from MTBV.  This credit facility allows Calypte to
support its aggressive business plan as it continues to move
forward in the development and testing of its rapid products."   
Mr. Cataldo added, "Included in the initial agreement was a
requirement that Calypte be listed on an exchange in order to
activate the credit facility.  The amended Agreement does not
include any reference to that prerequisite, but we continue to
aggressively pursue that possibility. Another milestone to achieve
that listing status is evidenced by the auditors' issuance of an
opinion that does not include a 'going concern' qualification."

                   Recent Highlights
    
Following are Calypte's most significant milestones since the last
quarterly release, together with the progress made in the
development of its rapid HIV products and the strengthening of its
balance sheet:

     * Calypte has significantly strengthened its financial
       position with the receipt of an aggregate of $12.5 million
       in new investment financing in two third-quarter 2003
       transactions and the $15 million loan commitment by MTBV.  
       For the first time in the Company's history, it no longer
       has a "going concern" opinion qualification.

     * Calypte continues to implement the consolidation of its
       manufacturing operations into a single facility at its
       Rockville, Maryland location. The Company is manufacturing
       additional inventory at its Alameda site to ensure an
       adequate supply of the Company's current screening tests
       during the transition.  The consolidation of Calypte's
       manufacturing operations, when completed, is expected to
       eliminate approximately $1 million of annual expense,
       including approximately $500,000 in annual occupancy costs,
       and thus create a more efficient and cost effective
       manufacturing structure.  Calypte expects to complete the
       Alameda facility wind-down by June 30, 2004.

     * Calypte is committed to and focused on completing the
       development and commercialization of one or more rapid HIV-
       1/2 diagnostic tests into the international market as the
       Company's primary new product offering.

     * Calypte has begun international field trials of its
       developmental stage urine and blood rapid tests in
       Thailand. The evaluation of field results is an iterative
       process. The results gained from these field trials are the
       catalyst to initiate formal clinical trials and
       international manufacturing operations which will be
       significant milestones in achieving the commercialization
       of our rapid products. The Company may elect to proceed
       with the commercialization of one of the tests while
       continuing to evaluate and modify the other.

     * Calypte will continue to distribute its products in
       international markets through resident diagnostic product
       distributors, where appropriate, and will also seek to
       widen its horizons via new distribution platforms.

     * The international AIDS community believes that northern
       Africa, Russia, China and India represent the "next wave"
       of HIV epidemic regions. Calypte's initial international
       focus for its anticipated rapid HIV-1/2 diagnostic tests
       will be China and Russia.  The Company is also planning to
       pursue additional international distribution opportunities
       in key African countries as funding from the federal
       government's AIDS initiatives and related humanitarian
       organization financing provides funds for testing in
       lesser-developed countries where the HIV infection is
       epidemic.

At December 31, 2003, Calypte Biomedical Corporation's balance
sheet shows a recovery of shareholder equity at $917,000. At
December 31, 2002, the company reported a total stockholders'
equity deficit of $7,494,000

                 About Calypte Biomedical

Calypte Biomedical Corporation, headquartered in Alameda,
California, is a public healthcare company dedicated to the
development and commercialization of in vitro diagnostic tests,
primarily for the detection of antibodies to Human
Immunodeficiency Virus (HIV), and other sexually transmitted and
infectious diseases. Calypte's currently marketed laboratory-based
tests include an enzyme immunoassay (EIA) HIV-1 antibody screening
test and an HIV-1 antibody western blot supplemental test, the
only two FDA-approved HIV-1 antibody tests for use on urine
samples, as well as an FDA-approved serum HIV-1 antibody western
blot supplemental test. Calypte is actively engaged in developing
new test products for the rapid detection of HIV and other
infectious diseases.  Calypte believes that there is a significant
need for rapid detection of such diseases globally to control
their proliferation, particularly in lesser-developed countries
which lack the medical infrastructure to support laboratory-based
testing.  Calypte believes that testing for HIV and other
infectious diseases may make important contributions to public
health.


CASEY'S BAR-B-Q: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Casey's Bar-B-Q, Inc.
             327 East Nakoma
             San Antonio, Texas 78216

Bankruptcy Case No.: 04-51403

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Casey's Bar-B-Q II, Inc.                  04-51402

Type of Business: The Debtor owns a Bar-B-Q Restaurant

Chapter 11 Petition Date: March 4, 2004

Court: Western District of Texas (San Antonio)

Judge: Leif M. Clark

Debtors' Counsel: Dean William Greer, Esq.
                  2929 Mossrock, Suite 105
                  San Antonio, TX 78230
                  Tel: 210-342-7100

                                    Total Assets   Total Debts
                                    ------------   -----------
Casey's Bar-B-Q., Inc.                $1,010,920    $1,453,072
Casey's Bar-B-Q. II, Inc.               $133,908    $1,445,774

Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
IBC Bank                      Supplies                  $850,000
130 E. Travis
San Antonio, TX 78205

Sysco Foods                   Supplies                  $412,000
P. O. Box 18364
San Antonio, TX 78218

State Comptroller of Public   Taxes                     $410,000
Ac
111 E. 17th Street
Austin, TX 78774-0100

Sylvia S. Romo                Property Taxes            $217,000

Estate of Lamae Valick        Loan                      $125,000

Wells Fargo Bank Texas        Loan                       $90,000

Santa Barbara Bank & Trust    Lease                      $82,062

Republic Leasing              Lease                      $40,870

Pawnee Leasing                Forklift                   $35,752

G.E. Credit Corp.             Credit                     $15,000

Metalmorphosis                Supplies                   $11,452

American Express              Credit Card                 $8,000

Judson, ISD                   Taxes                       $6,000

Aetna Healthcare              Insurance                   $4,600

Zurich Insurance              Insurance                   $4,000

Flowers Buttercrust Bakery,   Supplies                    $3,589
L.L.C.

Gill Services                 Services                    $3,500

Unicyn Funding Group          Insurance                   $3,161

Mission Restaurant Supply     Supplies                    $2,825

Elmer E. Anderson             Loan                        $1,400


CHESAPEAKE ENERGY: Acquiring $100 Million Producing Properties
--------------------------------------------------------------
Chesapeake Energy Corporation (NYSE: CHK) has entered into or is
completing agreements to acquire $100 million of Mid-Continent,
Permian Basin and Texas Gulf Coast oil and natural gas assets in
four separate transactions.

Through these agreements, Chesapeake anticipates acquiring an
internally estimated 68 billion cubic feet of gas equivalent
proved reserves (bcfe), 39 bcfe of probable and possible reserves
and current production of 15 million cubic feet of natural gas
equivalent production (mmcfe) per day.  Pro forma for these
acquisitions, Chesapeake's anticipated March 31, 2004 proved oil
and natural gas reserves are expected to be approximately 3.6
trillion cubic feet of natural gas equivalent (tcfe).

After allocating $16 million of the purchase price to unevaluated
leasehold, probable and possible reserves, and other assets,
Chesapeake's acquisition cost per thousand cubic feet of gas
equivalent (mcfe) of proved reserves associated with these
transactions will be $1.24.  Including unevaluated leasehold and
anticipated future drilling costs for fully developing the proved,
probable and possible reserves, the company estimates that its
all-in acquisition cost for the 107 bcfe of estimated reserves
will be $1.39 per mcfe.  The proved reserves have a reserves-to-
production index of 12.5 years, are 66% oil and are 74% proved
developed.

Two of the acquisitions are expected to close on April 1, 2004 and
two are expected to close on May 1, 2004.  All acquisitions are
subject to customary closing conditions with no single closing
conditioned on the closing of any other acquisition.  The company
intends to finance the acquisitions with proceeds from a new
private issue of cumulative convertible preferred stock.

        Chesapeake Increases 2004 Production Guidance
               and Announces New Hedges for Oil
           and Natural Gas Production To Be Acquired

Chesapeake is increasing its 2004 production forecast by 7.0 bcfe
(2.1%) from a range of 323-329 bcfe (891 mmcfe per day at the mid-
point) to a range of 330-336 (910 mmcfe per day at the mid-point).  
Approximately 3.8 bcfe of this 7.0 bcfe increase is attributable
to today's announced acquisitions while 3.2 bcfe is attributable
to better than expected recent drilling results.  The company's
2004 production is expected to be 89% natural gas and 11% oil and
natural gas liquids.

Last week, Chesapeake hedged the anticipated production of 1,600
barrels of oil per day and 5,000 mcf of natural gas per day
expected from the new acquisitions at attractive prices for April
2004 through December 2005.  The hedged prices averaged $33.11 per
barrel of oil and $5.78 per mcf of natural gas.  

Depending on changes in oil and natural gas futures markets and
management's view of underlying oil and natural gas supply and
demand trends, Chesapeake may either increase or decrease its
hedging positions at any time in the future without notice.

                 Management Comments

Aubrey K. McClendon, Chesapeake's Chief Executive Officer,
commented, "The announcements provide additional confirmation that
Chesapeake continues to be successful in identifying opportunities
to further strengthen its proved reserve base and enhance its
production profile through the ongoing consolidation of high-
quality oil and natural gas assets in our operating areas.  These
transactions are consistent with Chesapeake's balanced
business strategy of creating value by delivering profitable
organic growth from our developmental and exploratory drilling
programs complemented by acquiring and developing long-lived,
under-exploited oil and natural gas assets.
    
"In addition, we have locked-in accretive returns from these
acquisitions by hedging virtually 100% of the anticipated oil and
natural gas production volumes for April 2004 through December
2005 at prices well above the price decks we used to evaluate the
acquired properties.  In this time of strong oil and natural gas
markets, we believe unusually attractive returns to Chesapeake's
shareholders can be generated from focused acquisitions and by
hedging the acquired production volumes.  We believe our ongoing
consolidation of high-quality properties, followed by
opportunistic hedging, and combined with our value-added drilling
programs will continue to be a winning formula for our
shareholders in the years ahead."

Chesapeake Energy Corporation (Fitch, BB- Senior Note and B
Preferred Share Ratings, Positive) is one of the five largest
independent U.S. natural gas producers.  Headquartered in Oklahoma
City, the company's operations are focused on exploratory and
developmental drilling and producing property acquisitions in the
Mid-Continent, Permian Basin, South Texas and Texas Gulf Coast
regions of the United States.  The company's Internet address
is http://www.chkenergy.com/


CHESAPEAKE ENERGY: Offering $255MM Convertible Preferred Stock
--------------------------------------------------------------  
Chesapeake Energy Corporation (NYSE: CHK) announced that it
intends to commence a private placement offering to eligible
purchasers of $255 million of a new series of its cumulative
convertible preferred stock with a stated value of $1,000 per
share.  The offering is expected to be eligible for resale under
Rule 144A. The private offering, which is subject to market and
other conditions, will be made within the United States only to
qualified institutional buyers, and outside the United States only
to non-U.S. investors.

Chesapeake intends to use the net proceeds of the offering to
repay debt under its bank credit facility and to fund
approximately $100 million of pending acquisitions of oil and gas
properties, or in the event the acquisitions are not consummated,
excess proceeds will be used for general corporate purposes
including possible future acquisitions.

The chief executive officer and chief operating officer of
Chesapeake intend to purchase at the offering price an aggregate
of $20 million stated value in additional shares of the preferred
stock directly from the Company at closing of the offering.  The
company also intends to grant a 30-day option to purchase a
maximum of $38.25 million stated value in additional shares of
convertible preferred stock to cover any over-allotments in the
offering.

Chesapeake Energy Corporation (Fitch, BB- Senior Note and B
Preferred Share Ratings, Positive) is one of the five largest
independent U.S. natural gas producers.  Headquartered in Oklahoma
City, the company's operations are focused on exploratory and
developmental drilling and producing property acquisitions in the
Mid-Continent, Permian Basin, South Texas and Texas Gulf Coast
regions of the United States.  The company's Internet address
is http://www.chkenergy.com/


COMMERCIAL PRINTING: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Commercial Printing Express, Inc.
        dba Print World
        900 Magoffin
        El Paso, Texas 79901

Bankruptcy Case No.: 04-30614

Type of Business: The Debtor provides printing services.

Chapter 11 Petition Date: March 11, 2004

Court: Western District of Texas (El Paso)

Judge: Larry E. Kelly

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

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Sun World Investments, L.P.   Unpaid Rent                $71,087

Casablanca Convertors, Inc.   Vendor                     $57,903

International Corp.           Vendor                     $55,332

Prime Papers                  Vendor                     $46,434

Konica Minolta Graphic        Vendor                     $15,202
Imaging USA, Inc.

Texas Converting, Inc.        Vendor                     $11,078

US Ink                        Vendor                      $6,173

Jayco, Inc.                   Vendor                      $3,878

Bixler & Co.                  Vendor                      $3,519

El Paso Litho Plate Co, Inc.  Vendor                      $3,499

Spectrum Paper Co., Inc.      Vendor                      $3,074

Xpedx Stores Division         Vendor                      $2,669

Guynes Printing Co. of TX,    Vendor                      $2,520
Inc.

Ryder Trans. Services         Vendor                      $2,474

American Litho, Inc.          Vendor                      $2,183

Assured Compliance Solutions, Vendor                      $1,560
Inc.

Franklin Estimating Sytems    Vendor                      $1,399

Safety Kleen                  Vendor                      $1,311

AA Industrial Control         Vendor                      $1,237
Specialist

American Express TRS          Vendor                      $1,236


CORBAN COMMS: U.S. Trustee to Meet With Creditors on April 15
-------------------------------------------------------------
The United States Trustee will convene a meeting of Corban
Communications, Inc.'s creditors at 10:00 a.m., on April 15, 2004,
in Room 976 at the Office of the U.S. Trustee, 1100 Commerce
Street, Dallas, Texas 75242.  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 Plano, Texas, Corban Communications, Inc. --
http://corbancom.com/-- is a carrier-neutral network services  
provider with products such as, Point to Point Interconnect and
Transport for TDM and IP networks.  The Company filed for chapter
11 protection on March 11, 2004 (Bankr. D\N.D. Tex. Case No. 04-
32972).  Judith Weaver Ross, Esq., at Baker Botts LLP represent
the Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed both estimated debts
and assets of over $10 million.


COVANTA ENERGY: Obtains Go-Ahead to Buy Run-Off Insurance Program
-----------------------------------------------------------------
At the outset of these Chapter 11 cases, the Covanta Energy
Debtors sought and obtained the Court's authority to make certain
payments necessary to maintain certain insurance coverage, bonds
and related administration procedures.  Deborah M. Buell, Esq., at
Cleary Gottlieb Steen & Hamilton, in New York, relates that the
Court, in its Insurance Maintenance Order, specifically authorized
the Debtors to continue paying their prepetition insurance
arrangements, including with respect to run-off director &
officer and fiduciary liability obligations.  Among the insurance
policies covered by the Insurance Maintenance Order was the
prepetition form of the D&O and fiduciary liability insurance
program, pursuant to which the Debtors, at the inception of the
coverage, established an insurance structure for their D&O and
fiduciary liabilities.  

The Existing Insurance Program is comprised of "claims made"
insurance policies.  Thus, it only provides insurance coverage
for certain claims that are asserted during the term of the
policies contained in the Existing Insurance Program.  Under the
Second Plans, many of the Debtors' officers and employees will
continue to serve in their capacities after the Effective Date.  
These Continuing Officers and Employees, as well as those
individuals who served as employees, officers or directors prior
to the Debtors' emergence from Chapter 11, will have the benefit
of indemnification agreements that are being assumed under the
Second Plans.  Therefore, any claim for indemnification of
employees, officers and directors for pre-emergence conduct will
need to be met by the Reorganized Debtors.  

In order to induce the Continuing Officers and Employees to
remain with the Reorganized Debtors and in order to provide the
departing officers and directors with sufficient time to assert
claims under the claims made policy, the Debtors want to purchase
the Run-Off Insurance Program.  Ms. Buell contends that without
the extension of coverage provided by the Run-Off Insurance
Program, no coverage would be provided under the Existing
Insurance Program for claims that are made after the policy
period.

Consistent with its ordinary course practice, after having
investigated and negotiated with several potential insurance
providers the most cost effective structure for such insurance,
Covanta intends to agree to the terms of the proposed Run-Off
Insurance Program.  According to the Debtors' insurance broker,
Willis of New York, the salient terms of the Run-Off Insurance
Program are:

A. It will be effective from the date of Covanta's emergence
   from Chapter 11 for 72 months.

B. As with the Existing Insurance Program, there will be three
   insurance carriers:

      * Chubb Specialty Insurance, an affiliate of Federal    
        Insurance Company;

      * XL Specialty Insurance Company; and

      * Corporate Officers and Directors Assurance Ltd., an
        affiliate of Ace Bermuda.

C. The total coverage under the Run-Off Insurance Program will be
   $75,000,000 in the aggregate for D&O liability and $25,000,000
   in the aggregate for fiduciary liability.  Of the $75,000,000
   total coverage for D&O liability, Chubb and XL will provide    
   coverage for both corporate and direct reimbursement
   obligations, while CODA will provide coverage only for non-
   indemnifiable reimbursement obligations.

D. Covanta will not be required to provide collateral.

E. There is no deductible for the direct reimbursement portion of
   the D&O policy, and deductibles of up to $5,000,000 per
   occurrence will apply to each corporate reimbursement claim
   under the D&O policy.  Deductibles of up to $250,000 per
   indemnified occurrence will apply to each claim under the
   fiduciary liability policy.

F. The total premium due and payable under the Run-Off Insurance
   Program will not exceed $4,625,000, comprising a maximum of
   $4,125,000 for D&O liability coverage and a maximum of    
   $500,000 for fiduciary liability coverage.

G. The terms of the Run-Off Insurance Program are contingent on
   Covanta's making a lump-sum premium payment upon its emergence
   from Chapter 11 and in any event no later than March 31, 2004.

At the Debtors' request, Judge Blackshear authorizes Covanta to
purchase the Run-Off Insurance Program and make premium payments.

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)   


DETROIT MEDICAL: Fitch Affirms B Rating on $569 Million MI Bonds
----------------------------------------------------------------
Fitch Ratings has affirmed the 'B' rating on Detroit Medical
Center's approximately $569 million of outstanding bonds. In
addition, the bonds have been removed from Rating Watch Negative.
The Rating Outlook is Negative.

DMC has released its full fiscal year 2004 budget with a net
income of negative $52.3 million (including $23.8 million of
public subsidy), which is a $60.5 million improvement from the
previous year. Fitch believes the budget is aggressive given large
historical operating losses and the level of indigent care
provided. However, financial performance has been ahead of budget
for the first two months of the year. DMC implemented a series of
expense reductions in the latter half of fiscal 2003, which is
being realized in DMC's current financial performance.

For the month of January 2004, DMC's net income was negative
$6.975 million, which was $4.738 million favorable to budget.
Including the public subsidy, January's bottom line was negative
$1.8 million. Management has indicated that February's performance
was similar and March is on the same track. Major expense
reduction items include staff reductions of 342 FTEs, savings from
supply and vendor contracts, and decrease in physician subsidies.
In addition, there are further expense reductions and revenue
enhancement opportunities identified from the current Huron
engagement that have not been incorporated into the 2004 budget.

Management continues to seek various options for the struggling
hospitals in its portfolio, namely, Harper-Hutzel-Karmanos and
Detroit Receiving. The system has benefited from a $50 million
governmental subsidy that is available over a 10-month period
(started October 2003); however, additional support past this year
is unknown.

To date, all debt service payments have been paid on time and the
debt service reserve funds remain fully funded. In addition,
management expects its GE line of credit that expires at the end
of June 2004 to be renewed.

The negative rating outlook is due to Fitch's belief that DMC's
financial situation remains fragile and that future governmental
subsidies are uncertain. Any long term improvement in the rating
is dependent upon a sustainable plan for Hutzel and Receiving.

DMC operates nine hospitals, seven of which serve the metropolitan
Detroit area. DMC is the largest health care provider in the
Detroit market, with 11,647 full-time equivalent employees and
about $1.6 billion in annual revenues. DMC does not covenant to
provide quarterly disclosure to bondholders, as was standard
during DMC's last bond offering in 1998. However, DMC's disclosure
to Fitch and bondholders is excellent. Fitch receives detailed
monthly consolidated and consolidating financial statements. In
addition, DMC hosts frequent investor conferences and conference
calls.

Outstanding debt:

-- $108,650,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1998A;

-- $174,460,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1997A*;

-- $42,615,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Sinai Hospital of Greater Detroit), series
   1995;

-- $131,445,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1993B*;

-- $109,320,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1993A;

-- $2,575,000 Michigan State Hospital Finance Authority revenue
   and refunding bonds (Detroit Medical Center Obligated Group),
   series 1988A and 1988B.

* This is an underlying rating. The bonds are insured by Ambac
Assurance Corporation whose insurer financial strength is rated
'AAA' by Fitch.


DII INDUSTRIES: Reaches Settlement of Federal-Mogul Claims Dispute
----------------------------------------------------------------
In December 2001, DII Industries, LLC filed an adversary
proceeding in Federal-Mogul Products, Inc.'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.

To settle further dispute, DII Industries and Federal-Mogul
entered into a Settlement Agreement, which the Court approved.  
The settlement includes the payment of the remaining product
aggregate limits of the Insurance Policies comprised of the
Worthington CIP Shared Policies.  The Settlement Agreement
further provides that the $575,000,000 Settlement Amount does not
include any payment with respect to those Insurance Policies
comprised of the "Other Worthington Policies."

Pursuant to the Settlement Agreement, Federal-Mogul would forego
any rights or claims under the Product Limits of the Worthington
CIP Shared Policies and admit exhaustion of the Product Limits of
these policies.  In return, DII Industries would forego any
rights or claims under any other policies against which Federal-
Mogul asserts it has rights to reimbursement in connection with
asbestos-related claims or any other claims under the Other
Worthington Policies.

In addition to satisfying a condition precedent to Final Payment
the Federal-Mogul Settlement Agreement would resolve a portion of
the litigation with Federal-Mogul regarding the shared insurance
policies.

DII Industries believes that, as a result of the Settlement
Agreement, it will be able to resolve a portion of its disputes
with Federal-Mogul regarding the shared insurance, thus reducing
the costs and uncertainties associated with those disputes.

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)


DOMAN IND: Western Pulp Unit Will Up Kraft Pulp Prices on April 1
-----------------------------------------------------------------
Western Pulp Inc., a wholly-owned subsidiary of Doman Industries
Limited, will be raising its price for northern bleached softwood
kraft pulp in Europe and the United States.

In the United States, prices are being raised, effective April 1,
2004 until further notice, by $30.00/tonne from $620 to
$650/tonne.

In Europe, prices will move up $20.00/tonne from $620 to
$640/tonne on April 1, 2004.

These increases follow a $30.00/tonne improvement in prices in
Europe and $20.00/tonne increase in the United States in March.

Western Pulp Inc. is a wholly owned subsidiary of Doman Industries
Limited. Doman is an integrated Canadian forest products company
and the second largest coastal woodland operator in British
Columbia.

                         *   *   *

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


DOMAN INDUSTRIES: KPMG Files Special Restructuring Report
---------------------------------------------------------
Doman Industries Limited announces that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act has filed with the Court a
special purpose report that addresses the issues identified in the
Court Order dated March 2, 2004, in connection with the status of
the Company's restructuring efforts. A copy of the report may be
obtained by accessing the Company's website at
http://www.domans.comor the Monitor's website at  
http://www.kpmg.ca/doman.


ENRON CORP: Proposes Election Protocol for Non-Voting Creditors
---------------------------------------------------------------
Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that given the diverse creditor body and the myriad
complex issues in these Chapter 11 cases, the Enron Corporation
Debtors and the Official Committee of Unsecured Creditors spent
close to two years engaging in intensive analysis and negotiation
regarding the terms of the Plan and related matters.  The
discussions focused on a variety of issues, including:

   (a) maximizing value to Creditors;

   (b) resolving issues regarding substantive consolidation and
       other inter-estate and inter-creditor disputes; and

   (c) facilitating an orderly and efficient distribution of
       value to Creditors.

To forge the global compromise incorporated into the Plan, the
Debtors and the Creditors Committee engaged in lengthy
negotiations with each other and the ENA Examiner to achieve a
settlement that is fair and equitable for the creditors.  The ENA
Examiner and the Creditors Committee both fully support the
compromises and settlements embodied in the global compromise and
the Fifth Amended Plan.

On January 9, 2004, Mr. Rosen recalls that the Court approved the
Disclosure Statement as containing sufficient information to
allow a holder of claims against or interests in the Debtors to
vote for or against the Plan and establishing solicitation
procedures with respect thereto.  On the same day, the Court also
entered an order, inter alia, establishing voting procedures in
these Chapter 11 Cases.  The Debtors are in the process of
soliciting votes on the Plan in accordance with the terms and
provisions of the Solicitation Procedures Order and Voting
Procedures Order.  

As components of the global compromise, inter alia, the Plan
allows certain creditors to make elections with respect to their
claims as follows:

a. Section 7.3. Election to Receive Additional Cash
   Distributions in Lieu of Partial Plan Securities

   Notwithstanding the provisions of Section 7.1 of the Plan,
   any holder of an Allowed General Unsecured Claim against Enron
   North America Corp., Enron Power Marketing, Inc., Enron Gas
   Liquids, Inc., Enron Global Markets LLC, Enron Industrial
   Markets LLC, Enron Natural Gas Marketing Corp., ENA Upstream
   Company LLC, Enron Capital & Trade Resources International
   Corp. and Enron Reserve Acquisition Corp. may elect to
   receive such holder's Pro Rata Share of $125,000,000 in lieu
   of all or a portion of the Plan Securities to which it is
   otherwise entitled to receive pursuant to the Plan.  In the
   event the holder elects to receive the additional Cash
   distribution, (a) the holder's distribution of Plan
   Securities will be reduced on a dollar-for-dollar basis and
   (b) distributions of Plan Securities to be made to holders of
   Allowed General Unsecured Claims against ENE will be
   increased on a dollar-for-dollar basis.

b. Section 28.2 Compromise of Certain Guaranty Claim Litigation

   Notwithstanding the provisions of Section 28.1 of the Plan,
   in the event that (a) a holder of a Claim arising from or
   relating to a guaranty executed during the period from
   December 2, 2000 up to and including December 2, 2001, and (b)
   the Debtors have commenced litigation to avoid the incurrence
   of the guaranty obligation and disallow the Claim as a
   constructive fraudulent conveyance or transfer, or executed a
   tolling agreement with respect thereto, the Claim holder may
   elect to compromise and settle the litigation in accordance
   with this schedule, subject to the Claim's allowance:

      Percentage Discount to
         Allowed Guaranty             Claim Date of Execution
      ----------------------          -----------------------
            50.0%                       12/02/00 - 01/31/01
            52.5%                       02/01/01 - 02/28/01
            55.0%                       03/01/01 - 03/31/01
            57.5%                       04/01/01 - 04/30/01
            60.0%                       05/01/01 - 05/31/01
            62.5%                       06/01/01 - 06/30/01
            65.0%                       07/01/01 - 07/31/01
            67.5%                       08/01/01 - 08/31/01
            70.0%                       09/01/01 - 09/30/01
            72.5%                       10/01/01 - 10/31/01
            75.0%                       11/01/01 - 12/01/01

Mr. Rosen points out that each of the two elections is an
important component in the global compromise.  Neither of the
Elections requires the creditor to vote in favor of the Plan to
obtain the benefit of the election.

In accordance with the provisions of the Voting Procedures Order,
Mr. Rosen informs Judge Gonzalez that the Debtors did not
initially send solicitation packages to holders of disputed
claims.  Thereafter, Creditors holding Disputed Claims were
entitled to seek temporary allowance of their Claims for voting
purposes by filing a motion on or before February 17, 2004.  To
the extent that a Creditor sought a temporary allowance, the
Debtors mailed provisional solicitation packages to enable the
Creditor to vote if and to the extent that the Court temporarily
allowed their Claim for voting purposes.  In accordance with the
provisions of the Voting Procedures Order and the Solicitation
Procedures Order, any holder of a Disputed Claim who did not seek
temporary allowance was not sent a solicitation package with
respect to the Claim.  As a result, Creditors holding these
Claims did not receive a ballot entitling them to make either of
the Elections.

According to Mr. Rosen, there are approximately 200 Creditors
asserting approximately 220 disputed general unsecured claims
against the ENA Debtors who did not seek temporary allowance of
their Claims and thus, did not receive a solicitation package or
a means to exercise the Additional Cash Election.  Of these 220
Claims, about 90 are unliquidated and the remainder assert Claims
in the approximate aggregate amount of $8,400,000,000.

To be eligible for the Guaranty Settlement Election, a Guaranty
Claim must be:

   (i) either the subject of an avoidance action based on a
       constructive fraudulent conveyance or transfer, or the
       subject of a tolling agreement tolling of any avoidance
       action; and

  (ii) the claim must arise from a guaranty executed during
       the period from December 2, 2000 up to and including
       December 2, 2001.

The Debtors estimate that approximately 60 eligible Creditors
asserting about 65 disputed guaranty Claims did not seek
temporary allowance of their Claims.  Of these, the Debtors
estimate that about five are unliquidated and the remainder
assert in the aggregate approximately $1,400,000,000.

The Debtors further estimate that approximately 30 eligible
Creditors asserting 35 Claims that are the subject of a tolling
agreement and thus, while they may be disputed in the future, no
litigation has been commenced at this time.  Of the 35, three are
unliquidated and the remaining 32 assert Claims aggregating
approximately $695,000,000.  In addition, approximately 25
Creditors assert 25 guaranty Claims, which are the subject of an
avoidance action that was served after January 9, 2004, and thus,
were not deemed disputed for purposed of solicitation of votes.  
Of the 25 Claims, two are unliquidated while 23 assert
approximately $240,000,000.  While these guaranty claimants
received ballots, at the time of preparation of the solicitation
materials, they had not been identified as eligible for the
Guaranty Settlement Election.  Since that time, it has been
determined that these Creditors are eligible for Election.  
Hence, the Debtors believe that it is necessary to mail Election
Materials to these Creditors.

Consistent with the global compromise and the agreement reached
among the Debtors, the Creditors' Committee and the ENA Examiner,
by this motion, the Debtors ask the Court to establish election
procedures for:

   (a) non-voting creditors asserting disputed general unsecured
       claims against ENA, Enron Power Marketing, Inc., Enron
       Gas Liquids, Inc., Enron Global Markets LLC, Enron
       Industrial Markets LLC, Enron Natural Gas Marketing
       Corp., ENA Upstream Company LLC, Enron Capital & Trade
       Resources International Corp. and Enron Reserve
       Acquisition Corp to exercise the Additional Cash
       Election;

   (b) non-voting creditors asserting disputed, unsecured
       guaranty claims to exercise the Guaranty Settlement
       Election; and

   (c) voting creditors asserting guaranty claims that are
       either the subject of (i) an avoidance action filed after
       January 9, 2004 or (ii) the subject of a tolling
       agreement to exercise the Guaranty Settlement Election.

The Debtors propose:

   (1) to use the election forms and instructions provided to
       the Court to allow the holders of guaranty claims to
       exercise a Guaranty Settlement Election, provided that
       the elections are returned to the Debtors on or before
       April 15, 2004;

   (2) to use the election forms and instructions provided to
       the Court to allow the holders of disputed general
       unsecured claims against the ENA Debtors to exercise an
       Additional Cash Election, provided that the elections are
       returned to the Debtors on or before April 15, 2004;

   (3) to mail the applicable Election Materials, along with a
       CD-ROM containing the Disclosure Statement and Plan,
       together with a self-addressed, postage pre-paid return
       envelope to the creditors entitled to make the Elections.
       The Election Materials will be mailed by Innisfree by no
       later than March 31, 2004.  Each Election must be must be
       properly executed, completed, and delivered to Innisfree
       by no later than 5 p.m. (New York City Time) on April 15,
       2004 for it to be counted;

   (4) to send Election Materials with respect to the Guaranty
       Settlement Election only to creditors (a) that are the
       holders of a claim arising from or relating to a guaranty
       executed during the period from December 2, 2000 up to and
       including December 2, 2001 and (b) against whom the
       Debtors have commenced litigation to avoid the incurrence
       of guaranty obligation and disallow the claim as a
       constructive fraudulent conveyance or transfer or executed
       a tolling agreement with respect thereto;

   (5) to send Election Materials with respect to the Guaranty
       Settlement Election to the applicable record holders of
       Guaranty Claims based on (i) the record holder information
       in BSI's database as of January 6, 2004, and (ii) the
       information in BSI's database with respect to whether a
       claim was disputed as of the Objection Deadline;

   (6) to send Election Materials with respect to the Additional
       Cash Election to the applicable record holders of claims
       against the ENA Debtors based on (i) the record holder
       information in BSI's database as of the Record Date, and
       (ii) the information in BSI's database with respect to
       whether a claim was disputed as of the Objection Deadline;

   (7) that if a creditor timely submits a properly executed
       Election, the Election will be binding on the creditor in
       the event that their claim is ultimately allowed for
       distribution purposes; provided, however, that the right
       to receive the benefits of the Elections is contingent
       upon the confirmation and effectiveness of the Plan;

   (8) to implement these procedures for counting any Elections
       submitted:

       a. Any Election that is returned to Innisfree, but which
          is unsigned, or has a non-original signature, will not
          be counted;

       b. All Elections must be exercised by using the
          appropriate election form and in accordance with the
          applicable election instructions and Elections that
          are cast in any other manner will not be counted;

       c. If a holder of claims submits more than one Election
          for the same claim prior to the Election Deadline,
          only the last timely Election received by Innisfree
          will be counted;

       d. Any executed Election received by Innisfree that does
          not indicate an acceptance of the Election will not be
          counted;

       e. Any entity entitled to make an Election may change its
          Election before the Election Deadline by submitting a
          superseding Election so that it is received on or
          before the deadline;

       f. Innisfree will not accept an Election by facsimile,
          telecopy transmission or electronic mail;

       g. Solely with respect to the Additional Cash Election,
          if a creditor holds multiple claims within the same
          Plan class, this creditor will receive one election
          form for all of the claims in that class and the
          Election will be binding on all claims in that class;
          and

       h. To the extent that a creditor voted pursuant to a
          ballot, provisional ballot or voting stipulation and
          made any of the Elections, the Elections made by the
          creditor will control and any Elections made in
          connection with the Election Materials will not be
          counted.

Mr. Rosen clarifies that receipt of the provisional Election
forms will not be deemed to allow any of the claims for voting or
distribution purposes and any timely submitted provisional
Elections will have no force or effect on the underlying claim
unless the claim is actually allowed pursuant to a Court order.
(Enron Bankruptcy News, Issue No. 102; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FAIRFAX: Will Commence Debt Exchange Offering to Deleverage Debt
----------------------------------------------------------------
Fairfax Financial Holdings Limited (NYSE: FFH) announced that,
subject to market and other conditions, it intends to offer to
exchange up to U.S.$275.0 million principal amount of its existing
7.375% Senior Notes due 2006 and up to U.S.$170.0 million
principal amount of its existing 6.875% Senior Notes due 2008 for
a combination of cash and new notes.

The purpose of the contemplated exchange offer is to refinance
and reduce a portion of the Company's outstanding debt and to
diversify its debt maturity profile as part of the Company's
deleveraging plan, which is intended to strengthen its debt
ratings to investment grade. Consistent with this plan, the
Company intends to reduce its financial leverage through the
reduction of its outstanding debt and continued growth in its
shareholders' equity.

Concurrent with the exchange offer described above, the Company
also intends to make an offer to certain qualified institutional
buyers, as defined in Rule 144A under the U.S. Securities Act of
1933, to exchange up to U.S.$97.7 million principal amount of
8.125% Senior Notes due 2005 of TIG Holdings, Inc. for a
combination of cash and new notes of Fairfax. This offer has not
been and will not be registered under the U.S. Securities Act and
the notes issued pursuant thereto may not be offered or sold in
the United States absent registration or an applicable exemption
from registration requirements.

A registration statement relating the offer to exchange Existing
Notes for cash and new notes has been filed with the Securities
and Exchange Commission but has not yet become effective. The new
notes issued pursuant thereto may not be sold nor may offers be
accepted prior to the time the registration statement becomes
effective.

Fairfax Financial Holdings Limited is a financial services
holding company, which, through its subsidiaries, is engaged in
property, casualty and life insurance and reinsurance, investment
management and insurance claims management.


FAIRFAX FINANCIAL: S&P Affirm Ratings & Assigns Stable Outlook
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' counterparty
credit and financial strength ratings on Fairfax Financial
Holdings Ltd.'s ongoing operating insurance companies and its 'BB'
counterparty credit and financial strength ratings on TIG Holdings
Inc.'s runoff subsidiaries.

Standard & Poor's also said that it affirmed its 'BB' counterparty
credit ratings on FFH and Crum & Forster Holdings Corp. and its
'BB-' counterparty credit rating on TIG Holdings Inc.

The outlook on all these companies is stable.

In addition, Standard & Poor's assigned its 'BB' senior debt
rating to FFH's debt-exchange offer, which may offer up to $545
million in new senior notes.

The debt-exchange offer is aimed at refinancing existing debt
obligations of FFH and TIG, and no incremental debt is expected.
FFH will likely pay down debt obligations with varying maturity
dates (2005, 2006, and 2008) at interest rates of 7.375%, 6.975%,
and 8.125%, respectively. In general, Standard & Poor's views this
transaction as marginally favorable to FFH because of the decrease
in near-term liquidity requirements, but the benefit is mitigated
by the immediate reduction in holding-company cash.

"The ratings on FFH and its member companies (collectively
referred to as Fairfax) are based on the operating companies' good
competitive position and diversification in the U.S., Canada, and
internationally," said Standard & Poor's credit analyst Damien
Magarelli. "Operating performance has significantly improved in
2002 and 2003, though the runoff operations are still creating a
significant drag on total company earnings." FFH's capital
adequacy and financial flexibility are both improving, and
investments are viewed as a strength to the rating. Offsetting
these positive traits have been continuous reserve strengthenings
(including another in the fourth quarter of 2003), a dependence on
realized gains to maintain earnings, high reinsurance
recoverables, and a corporate strategy that has orchestrated some
acquisitions that have not met expectations.

The stable outlook is based on the view that Fairfax's earnings
should continue to improve and that Fairfax should maintain good
capitalization in 2004. However, Standard & Poor's has imbedded a
potential reserve charge in 2004 within its expectations for the
current rating. On a pretax basis, Standard & Poor's believes that
Fairfax can withstand a pretax net reserve charge of about 3% of
year-end 2003 reserves (primarily coming from runoff operations)
and maintain the current rating. However, if adverse reserve
development in 2004 is larger than this amount, the rating
would be reviewed for a likely revision to the rating or outlook.


FEDERAL FORGE: U.S. Trustee to Meet with Creditors Today
--------------------------------------------------------
The United States Trustee will convene a meeting of Federal Forge,
Inc.'s creditors at 10:00 a.m., on March 25, 2004, in at The Law
Building, 330 Ionia, NW, Suite 203, Grand Rapids, Michigan 49503.
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 Lansing, Michigan, Federal Forge, Inc. --
http://www.durgam.com/-- is a supplier specializing in  
nonsymetrical forgings.  The Company filed for chapter 11
protection on February 19, 2004 (Bankr. Mich. Case No. 04-01738).  
Lawrence A. Lichtman, Esq., at Carson Fischer, PLC represents the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $10 million.


GAP INC: Declares Quarterly Dividend Payable on June 7, 2004
------------------------------------------------------------
Gap Inc. (NYSE: GPS) announced that its Board of Directors voted a
quarterly dividend of $0.0222 per share payable on June 7, 2004,
to shareholders of record at the close of business on May 21,
2004.

As reported in the Troubled Company reporter's March 15, 2004
edition, Fitch Ratings has placed Gap, Inc.'s 'BB-' senior
unsecured debt rating on Rating Watch Positive. Approximately $2.8
billion of debt is affected by this action. The rating action
reflects Gap's improved financial results for the fiscal year
ended January 31, 2004 and acknowledges Gap's turnaround in its
comparable store sales performance. Profitability has improved as
Gap has better executed its merchandising strategy and minimized
markdowns, and there has been a considerable improvement in the
company's credit profile with the significant slowdown in store
expansion.


GEO SPECIALTY: Has Until May 17 to File Bankruptcy Schedules
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey, gave GEO
Specialty Chemicals, Inc., and its debtor-affiliate more time to
file their schedules of assets and liabilities, statements of
financial affairs and lists of executory contracts and unexpired
leases required under 11 U.S.C. Sec. 521(1).  The Debtors have
until May 17, 204 to file their Schedules of Assets and
Liabilities and Statement of Financial Affairs.

Headquartered in Harrison, New Jersey, GEO Specialty Chemicals,
Inc. -- http://www.geosc.com/-- develops, manufactures and  
markets a wide variety of specialty chemicals, including over 300
products sold to major industrial customers for various end-use
applications including water treatment, wire and cable, industrial
rubber, oil and gas production, coatings, construction, and
electronics.  The Company filed for chapter 11 protection on March
18, 2004 (Bankr. N.J. Case No. 04-19148). Howard S. Greenberg,
Esq., Morris S. Bauer, Esq., and Stephen Ravin, Esq., at Ravin
Greenberg, PC represent the Debtors in their restructuring
efforts. On September 30, 2003, the Debtors listed total assets of
$264,142,000 and total debts of $215,447,000.


GERDAU AMERISTEEL: Reaches Tentative Pact with Steelworkers' Union
------------------------------------------------------------------
The United Steelworkers' Local 6571 has reached a tentative
agreement for a new collective agreement with Gerdau Ameristeel
Corporation at its steel plant in Whitby.

No details will be released until the more than 400 union members
have a chance to review them in two ratification meetings
scheduled for Thursday, March 25 at 8 a.m. and 8 p.m. at the
Dnipro Hall, Dnipro and Bloor, Oshawa.

The agreement comes as two workers from Gerdau operations in
Brazil are visiting Canada and meeting with Steelworker members
from Gerdau's Whitby and Cambridge plants.

                          *   *   *

Standard & Poor's Ratings Services lowered its corporate credit
rating on Gerdau Ameristeel Corp. to 'B+' from 'BB-'.

In addition, Standard & Poor's lowered its senior secured bank
loan rating on Gerdau Ameristeel to 'BB-' from 'BB' and lowered
the company's senior unsecured debt rating to 'B' from 'B+'. The
'BB-' rating on the senior secured bank loan is one notch higher
than the corporate credit rating on Gerdau Ameristeel indicating
the high expectation of full recovery of principal in the event of
a default.

The outlook on the company is stable. Total debt for the Tampa,
Florida-based company was $722 million (including operating
leases) at December 2003. Gerdau AmeriSteel is North America's
second-largest minimill with annual capacity of 6.8 million tons.


HA2003: Illinois Court Sets April 12 Admin. Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
sets April 12, 2004, as the deadline for the filing of
Administrative Claims against HA2003, Inc, and its debtor-
affiliates.

Each Administrative Claim must identify the Debtor entity against
which the claim is asserted and include supporting documentation
to establish its validity.  Any Administrative Claim not filed and
served in accordance with these procedures will be denied and
forever barred.  All Final Fee Applications must be filed and
served on or before April 12, 2004.

Administrative Claims and Final Fee Applications must be filed
with the Clerk of the Bankruptcy Court and served on:

        (1) Neal L. Wolf, Esq.
            Todd L. Padnos, Esq.
            LeBoeuf Lamb Greene & MacRae LLP
            One Embarcadero Center, Suite 400,
            San Francisco, California 94111

        (2) Mark A. Berkoff, Esq.
            Steven J. Christenholz, Esq.
            Piper Rudnick, LLP
            203 North La Salle Street, Suite 1800
            Chicago, Illinois 60601.  

The Liquidating Trustee and Post-Confirmation Committee have the
right to file an objection to any Administrative Claim or Fee
Application on or before June 9, 2004, and the Court will schedule
a hearing on the objection in accordance with the Administrative
Procedures Order.

The Second Amended Plan of Reorganization of HA2003, Inc. (f/k/a
HA-LO Industries, Inc.), LW2003, Inc. (f/k/a Lee Wayne
Corporation) and Starbelly.com, Inc. as proposed by The Debtors
and Debtors-in-Possession and The Official committee of Unsecured
Creditors was confirmed by the U.S. Bankruptcy Court for the
Northern District of Illinois on January 28, 2004.  The effective
date of the Plan occurred on February 10, 2004.


HALE-HALSELL CO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Hale-Halsell Company
        P.O. Box 582898
        Tulsa, Oklahoma 74158-2898

Bankruptcy Case No.: 04-11677

Type of Business: The Debtor operates a Grocery Wholesale business
                  serving 115 Git-N-Go convenience stores
                  and about 10 Super H Foods supermarkets,
                  primarily in small Oklahoma towns.
                  See http://www.hale-halsell.com/

Chapter 11 Petition Date: March 22, 2004

Court: Northern District of Oklahoma (Tulsa)

Judge: Dana L. Rasure

Debtor's Counsel: Scott P. Kirtley, Esq.
                  Riggs, Abney, Neal, Turpen, Orbison
                  502 West 6th Street
                  Tulsa, OK 74119-1016
                  Tel: 918 587-3161

Total Assets: $19,721,000

Total Debts:  $9,394,124

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Equilon Enterprises, LLC      Guaranty                $1,430,057
Shell Oil Products
P.O. Box 4830
Houston, TX 77210

CITGO Petroleum Corp.         Guaranty                $1,219,651
c/o Russell W. Kroll
320 S. Boston, Ste 500
Tulsa, OK 74103

National Beef Packing Co.     Vendor                    $701,983
P.O. Box 874875
Kansas City, MO 64193-0172

Gary-Williams Energy Corp.    Guaranty                  $462,792
c/o Steven C. Kendall
P.O. Box 10
Pauls Valley, OK 73075

Mega Supply Co.               Vendor                    $334,163
P.O. Box 1254
Oklahoma City, OK 73101-0845

General Mills Finance, Inc.   Vendor                    $268,957
P.O. Box 120845
Dallas, TX 75312-0845

Schwan's Bakery Inc.          Vendor                    $207,334

Well's Dairy, Inc.            Vendor                    $184,620

Cal-Maine Foods, Inc.         Vendor                    $150,513

Conagra Foods                 Vendor                    $139,230

Proctor & Gamble Dist. Co.    Vendor                    $133,618

Victory Wholesale Grocers     Vendor                    $131,643

Imperial Distributing, Inc.   Vendor                    $130,980

Hiland Dairy                  Vendor                    $126,940

Sara Lee Bakery               Vendor                    $109,534

Earthgrains Company           Vendor                    $101,071

Clorox Sales Company          Vendor                     $98,649

American Electric Power       Utility                    $96,952

Associated Hygenic Products   Vendor                     $92,180
LLC

Purity Wholesale Grocers,     Vendor                     $90,340
Inc.


HARRAH'S ENTERTAINMENT: Jerry Boone Named Sr VP -- Human Resources
------------------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET) has named Jerry Boone
Senior Vice President of Human Resources, effective upon receipt
of required regulatory approvals.

Boone succeeds Marilyn Winn, who has been named Senior Vice
President of Las Vegas Operations for Harrah's.  Previously, Boone
served as Vice President of Human Resources at Harrah's New
Orleans.

In his new position, Boone will be responsible compensation and
benefits; developing Harrah's human resources policies and
strategies; executive recruitment and development; training;
employee and labor relations; and internal communications.  He
will report to Gary Loveman, Harrah's President and Chief
Executive Officer.

"Harrah's strategy to enhance customer loyalty as a key driver to
sustainable growth requires a demonstrated ability to attract,
develop and retain a talented, highly motivated workforce,"
Loveman said.  "It is with great confidence that we turn over this
crucial mission to Jerry.  He has a varied and distinguished
career, most recently as an executive at two of our most
successful properties.  I am certain Jerry will continue to excel
in his new role."
    
Boone joined Harrah's in 1995 as Vice President and General
Counsel at Harrah's Atlantic City.  In 1997 and 1998, he served as
one of two gaming industry representatives on the board of the New
Jersey Casino Reinvestment Development Authority, making him the
first African-American to serve on this board.

Boone later served as Vice President-Gaming Executive Development
for Harrah's Entertainment and Vice President of Gaming Operations
at Harrah's New Orleans before taking over as Vice President of
Human Resources at the property in 2000.

Prior to joining Harrah's, Boone operated a private law practice.  
From 1991 to 1994, he served as Solicitor General of the State of
New York.  Prior to this position, Boone practiced law with the
New York State Attorney General's Office and the U.S. Department
of Transportation.

Boone holds a J.D. degree from Boston College Law School and a
B.A. degree from Columbia College.

Founded 66 years ago, Harrah's Entertainment, Inc. (Fitch, BB+
Senior Subordinated Rating, Stable Outlook) owns or manages
through various subsidiaries 25 casinos in the United States,
primarily under the Harrah's brand name.  Harrah's Entertainment
is focused on building loyalty and value with its valued customers
through a unique combination of great service, excellent products,
unsurpassed distribution, operational excellence and technology
leadership. Company's Web site is at http://www.harrahs.com/


HASBRO INC: Will Webcast First Quarter Results on April 19 at 9 AM
------------------------------------------------------------------
Hasbro, Inc. (NYSE:HAS) will webcast its first quarter results via
the Internet. The webcast will take place on Monday, April 19,
2004 at 9:00 a.m. EST, following the release of Hasbro's quarterly
financial results. The webcast will be available to investors and
the media on Hasbro's investor relations home page, at
http://www.hasbro.com/

Click on "Corporate Info," click on "Investor Information," then
click on the webcast microphone.

The audio webcast platform is Microsoft's Windows Media Player. To
install Windows Media Player prior to the webcast, log on to
http://www.microsoft.com/windows/windowsmedia/en/download/default.aspand  
follow the directions.

Hasbro (Fitch, BB Senior Unsecured Debt, Stable) is a worldwide
leader in children's and family leisure time and entertainment
products and services, including the design, manufacture and
marketing of games and toys ranging from traditional to high-tech.
Both internationally and in the U.S., its PLAYSKOOL, TONKA, SUPER
SOAKER, MILTON BRADLEY, PARKER BROTHERS, TIGER and WIZARDS OF THE
COAST brands and products provide the highest quality and most
recognizable play experiences in the world.


HAVENS STEEL: Section 341(a) Meeting Scheduled for April 27
-----------------------------------------------------------
The United States Trustee will convene a meeting of Havens Steel
Company's creditors at 2:00 p.m., on April 27, 2004, in Room 2110A
at the U.S. Courthouse, 400 E. 9th St., Kansas City, Missouri.
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 Kansas City, Missouri, Havens Steel Company --
http://www.havenssteel.com/-- provides design-build services from  
engineering to fabrication and erection to steel management
systems and on-site project management.  The company filed for
chapter 11 protection on March 18, 2004 (Bankr. W.D. Mo. Case No.
04-41574).  Jonathan A. Margolies, Esq., and R. Pete Smith, Esq.,
at McDowell, Rice, Smith & Buchanan represents the Debtors in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated debts and assets of over $10
million each.


HAYES LEMMERZ: Settles 20 Avoidance Action Claims for $2.7 Mill.
----------------------------------------------------------------
The HLI Creditor Trust seeks the Court's permission to settle 20  
avoidance claims aggregating $2,762,487.  The 20 claims include:

                  Vendor                   Amount
                  ------                   ------
          LTV Steel Company, Inc.      $2,500,000

          Robinson Industries (PA)         27,000

          Industrial Powder Coatings       27,000

          Production Action International  25,000

          Clean Harbors Environmental     
          Services, Inc.                   20,066

          United Parcel Service            18,350

          Welding Services Inc.            18,000

          J.J. Pattern & Castings          15,000

          Dynamic Engineering Inc.         14,000

          Force Control Industries,
          Inc. (f/k/a Jack Haines Co.)     14,000

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


HIGH VOLTAGE: US Trustee Appoints Official Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 1 appointed a seven-member
Official Committee of Unsecured Creditors in High Voltage
Engineering Corp.'s Chapter 11 cases:

      1. U.S. Bank National Association
         (As Indenture Trustee for 10.75% Senior Notes due 2004)
         100 Wall Street, Suite 1600
         New York, New York 10005
         Attn: James E. Murphy, Vice President
         Tel: (212) 361-6174
         Fax: (212) 514-6841

      2. DLJ CBO Limited
         466 Lexington Avenue, 17th Floor
         New York, New York 10017
         Attn: Tom Flannery, Vice President
               Credit Suisse Asset Mgmt., LLC
         Tel: (212) 201-9032
         Fax: (212) 983-4118
   
      3. Smoky River CDO L.P.
         c/o RBC Capital Partners
         One Library Plaza, 5th Floor
         New York, New York 10006
         Attn: Sanjai Bhonsle, RBC Capital Partners
         Tel: (212) 858-8352
         Fax: (212) 858-8384

      4. Taconic Capital Advisors LLC
         as Investment Advisor
         450 Park Avenue, 8th Floor
         New York, New York 10022
         Attn: Jon Jachman
         Tel: (212) 209-3156
         Fax: (212) 209-3181

      5. Powerex, Inc.
         200 East Hillis Street
         Youngwood, Pennsylvania 15697
         Attn: R. Michael Drake, Director of Finance
         Tel: (724) 925-4457
         Fax: (724) 925-4393

      6. Hitran Corporation
         362 Highway 31
         Flemington, New Jersey 08822
         Attn: James S. Hindle, Vice President
         Tel: (908) 782-5525 x 224
         Fax: (908) 782-9733

      7. Koester Metals, Inc.
         1441 Quality Drive
         Defiance, OH 43512
         Attn: Gary A. Koester, President
         Tel: (419) 782-2595 x 206
         Fax: (419) 784-2986

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Headquartered in Wakefield, Massachusetts, High Voltage
Engineering Corp., designs and manufactures technology-based
products in three segments: power conversion technology and
automation, advanced surface analysis instruments and services,
and monitoring instrumentation and control systems for heavy
machinery and vehicles.  The Company filed for chapter 11
protection on March 1, 2004 (Bankr. Mass. Case No. 04-11586).
Christian T. Haugsby, Esq., and Douglas B. Rosner, Esq., at
Goulston and Storrs, PC represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed estimated debts and assets of more than
$100 million.


IMC GLOBAL: Sells Remaining Discontinued IMC Chemicals Operations
-----------------------------------------------------------------
IMC Global Inc. (NYSE: IGL) has completed the sale of its
remaining discontinued IMC Chemicals operating entities, which
include a soda ash and boron chemicals operation in Searles
Valley, California and a specialty borates plant in Lardellero,
Italy.  

The California-based operation was purchased by affiliates of Sun
Capital Partners, Inc. of Boca Raton, Florida. The Italy-based
operation was purchased by Tuscan Stars GSA, LLC and certain
of its affiliates.  Terms of the sale were not announced.

As previously disclosed, IMC Global has retained a 19.9 percent
equity interest in the IMC Chemicals entities.
    
With 2003 revenues of $2.2 billion, IMC Global (S&P, B+ Corporate
Credit Rating, Stable) is the world's largest producer and
marketer of concentrated phosphates and potash crop nutrients for
the agricultural industry and a leading global provider of feed
ingredients for the animal nutrition industry. IMC Global's Web
site is at http://imcglobal.com/


INTERNATIONAL WIRE: Files Chapter 11 Petition in S.D. New York
--------------------------------------------------------------
International Wire Group, Inc. has reached an agreement with an ad
hoc committee of its bondholders and its largest equity holder on
the terms of a comprehensive debt restructuring. The deal will
allow International Wire to decrease its debt from $389 million to
approximately $163 million, exchanging approximately $305 million
of principal amount of International Wire's senior subordinated
notes for 96% of the common stock of Reorganized International
Wire and $75 million of new 10% unsecured notes.

The transaction will be implemented through a pre-negotiated plan
of reorganization. Upon completion of the reorganization,
International Wire's annual cash interest costs will be reduced by
approximately $31 million. International Wire Group has entered
into a lock-up and voting agreement with holders of greater than a
majority of International Wire's 11.75% Senior Subordinated Notes
and 14% Senior Subordinated Notes to effect such plan of
reorganization.

In order to consummate its reorganization, International Wire and
certain of its subsidiaries filed voluntary petitions under
Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Court in
the Southern District of New York. As of result of the lock-up and
voting agreement, International Wire has secured support from its
creditors to the plan of reorganization towards the requirements
of the Bankruptcy Code for confirmation of the plan. The pre-
negotiated plan of reorganization will enable International Wire
to complete its reorganization in an expeditious and efficient
manner.

International Wire has secured commitments from a group of senior
lenders led by Highbridge/Zwirn Special Opportunities Fund, L.P.
for $140 million of Debtor-in- Possession financing. The Debtor-
in-Possession financing will be used by International Wire to
repay its $82 million of 10 3/8% senior secured notes and to
provide working capital financing during the reorganization
process, which will permit the Company to continue business as
usual. Consequently, it is anticipated that customers, employees
and suppliers will not be affected by the restructuring.

"The recapitalization will dramatically improve International
Wire's capital structure, significantly increasing free cash flow
and resulting in a substantially stronger balance sheet, which
will permit the Company to focus on its business and customers,"
said CEO Joseph M. Fiamingo. "We are grateful to our noteholders
who have agreed to support our plan of reorganization. Their
support is truly a vote of confidence in the Company, its
employees and our prospects."

            About International Wire Group, Inc.

International Wire Group, Inc., headquartered in St. Louis,
Missouri, is a leading manufacturer and marketer of wire products,
including bare and tin-plated copper wire and insulated copper
wire. The Company's products include a broad spectrum of copper
wire configurations and gauges with a variety of electrical and
conductive characteristics that are utilized by a wide variety of
customers primarily in the appliance, automotive, electronics/data
communications and general industrial/energy industries. The
Company manufactures and distributes its products in 22 facilities
strategically located in the United States, Mexico, France, Italy
and the Philippines.


INTERNATIONAL WIRE: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: International Wire Group, Inc.
             aka International Wire Group-Bare Wire Division
             aka International Wire Group-Insulated Wire Division
             101 South Hanley Road, Suite 1075
             Saint Louis, Missouri 63105

Bankruptcy Case No.: 04-11991

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Camden Wire Co., Inc.                      04-11993
International Wire Rome Operations, Inc.   04-11995
IWG Resources LLC                          04-11997
Omega Wire, Inc.                           04-11998
OWI Corporation                            04-11999
Wire Technologies, Inc.                    04-12000

Type of Business: The Debtor designs, manufactures and markets
                  bare and tin-plated copper wire and insulated
                  copper wire products for other wire suppliers
                  and original equipment manufacturers. Its
                  products include a broad spectrum of copper
                  wire and gauges with a variety of electrical
                  and conductive characteristics which are
                  utilized by a wide variety of customers in the
                  appliance, automotive, computer and data
                  communication and industrial equipment
                  industries.

Chapter 11 Petition Date: March 24, 2004

Court: Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtors' Counsel: Alan B. Miller, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8272

Total Assets: $393,000,000 Million

Total Debts:  $488,000,000 Million

Debtors' List of Consolidated 30 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
The Bank of New York, as      11.75% Senior         $150,000,000
Indenture trustee             Subordinated
101 Barclay Street, 8 West    Notes due 2005
New York, New York 10286

The Bank of New York, as      11.75% Series B       $150,000,000
Indenture trustee             Senior Subordinated
101 Barclay Street, 8 West    Notes due 2005
New York, New York 10286

The Bank of New York, as      14% Senior              $5,000,000
Indenture trustee             Subordinated
101 Barclay Street, 8 West    Notes due 2005
New York, New York 10286

Fire Insurance Exchange       Litigation Claims       $4,000,000
(Farmers Insurance)
P.O. Box 19694
Irvine, CA 92623

Liberty Mutual                Litigation Claims         $808,954
Jeffrey E. Edelman
Robert A. Stutman, Esq.
225 Broadway, Suite 2605
New York, NY 10007

The Hartford Insurance Group  Litigation Claims         $750,000
David M. Williams & Ass.
One Newbury Street, 3rd Floor
Peabody, MA 01960

Quincy Mutual Insurance       Litigation Claims         $372,384
Company
David M. Williams & Ass.
One Newbury Street, 3rd Floor
Peabody, MA 01960

Bankers Insurance Company     Litigation Claims         $372,349
David M. Williams & Ass.
One Newbury Street, 3rd Floor
Peabody, MA 01960

NYSEG Solutions               Trade Debt                $316,565
2 Court Street                (utilities)
Binghamton, NY 13901

Erie Insurance                Litigation Claims         $273,031
Christy Nejad
P.O. Box 7302
Cary, NC 27512

Cincinnati Insurance          Litigation Claims         $259,348
Robert A. Stutman, Esq.
225 Broadway, Suite 2605
New York, NY 10007

CNA                           Worker Compensation       $255,581
CCC Risk Management           Claims
23520 Network Place
Chicago, IL 60673-1235

American Family Insurance     Litigation Claims         $241,227

Shelby Insurance              Litigation Claims         $221,050

Cypress Property & Casualty   Litigation Claims         $191,209

First American                Litigation Claims         $179,076

Morris, Penelope              Litigation Claims         $153,000

Royal & Sunalliance           Litigation Claims         $149,486

Prudential Insurance          Litigation Claims         $140,546

First Protective Ins. Co.     Litigation Claims         $126,442

GE Plastics                   Trade Debt                $120,197
                              (materials)

Sherburne Metal Products      Trade Debt (metals)       $104,260

Greif Brothers Corporation    Trade Debt                 $94,507
                              (packaging)

Collins & Jewell Co. Inc.     Trade Debt                 $93,100
                              (plant assembly)

McPeak Company                Trade Debt                 $74,790
                              (contractor services)

Dow Corning Midwest           Trade Debt                 $54,964
                              (compounds)

Carris Reels                  Trade Debt                 $44,453
                              (packaging)

Citicorp Vendor Finance       Trade Debt                 $42,791
                              (equipment leases)

Alphagary                     Trade Debt                 $34,145
                              (compounds)

Conneaut Industries, Inc.     Trade Debt                 $29,383
                              (materials)


INTERPOOL: Plans to Reapply for NYSE Listing after Filing Reports
-----------------------------------------------------------------
Interpool, Inc. (IPLI) intends to reapply to have its common stock
listed on the New York Stock Exchange later this year once it has
filed all its annual and quarterly reports with the Securities and
Exchange Commission.

The Company's announcement was made in response to notification
that the NYSE Board of Directors has affirmed the Exchange's
December 29, 2003 decision to suspend trading and request that the
SEC delist Interpool's common stock and other listed securities
from the Exchange. The company said it does not expect the
delisting to have any material impact on its business, and that
Interpool's common stock will continue to trade over the counter
under the symbol "IPLI". The delisting is expected to take effect
in early April.

"The Exchange's decision was the result of the delays experienced
by the company in completing our financial statements and SEC
filings," said Interpool's new Chief Financial Officer James
Walsh. "We are well on our way towards catching up and expect to
file our second quarter 10-Q for 2003 shortly. We will move
quickly to examine all of our options with regard to listing and
anticipate re-applying for a listing on the NYSE as soon as we are
fully current later this year. In the meantime, we are able to
provide our shareholders with ample liquidity by continuing to
trade on the over the counter market."

Martin Tuchman, Interpool's Chairman and CEO, said, "We are
fortunate to be in a strong market environment with increasing
demand for new chassis and containers. As we previously reported,
our closing of an $80 million facility on March 10, 2004 enabled
us to complete all of our planned financing for approximately $235
million in equipment acquisitions for 2003, which included nearly
$200 million in new container purchases. We also are pleased to
have obtained these assets at a time when container prices were in
the average range of $1,400 per 20-foot container, while prices
today have risen to over $1,900 for the same container. Our
container fleet now stands at almost 900,000 TEU's (twenty-foot
equivalent units), and our chassis fleet is over 200,000 units,
the largest in the world. Our operating results reflect
utilization still very strong with our container fleet at 98
percent and chassis fleet at 96 percent at the start of 2004."

The company will schedule a conference call following the filing
of its June 30, 2003 Form 10-Q to review its progress and also
plans to host monthly conference calls with investors until it is
current with all of its SEC filings.

Interpool is one of the world's leading suppliers of equipment and
services to the transportation industry. The company is the
world's largest lessor of intermodal container chassis and a
world-leading lessor of cargo containers used in international
trade.

                     *    *    *

As reported in the Troubled Company Reporter's January 15, 2004
edition, Standard & Poor's Ratings Services said that its ratings
on Interpool Inc. (BB/Watch Neg/--) remained on CreditWatch with
negative implications, where they were placed on Oct. 10, 2003.

"Standard & Poor's will continue to monitor Interpool's situation
regarding its completed audited financial statements, the SEC
investigation, the resumption of trading in its shares by the
NYSE, and continued lender support to resolve the CreditWatch,"
said Standard & Poor's credit analyst Betsy Snyder.


ITC DELTACOM: Withdraws Sr. Debt Offering on Weak Market Condition
------------------------------------------------------------------
ITC DeltaCom (Nasdaq: ITCD) announced that, in light of current
market conditions, it is withdrawing its previously announced
private offering of senior notes to institutional investors.  

"We initiated this transaction for the purpose of
opportunistically refinancing our indebtedness with a combination
of floating rate and fixed rate senior notes," commented Doug
Shumate, ITC DeltaCom's Chief Financial Officer.  "However,
generally weaker market conditions and a stronger preference among
investors for fixed rate notes made the refinancing unattractive
at this time."

                About ITC DeltaCom
    
ITC DeltaCom, headquartered in West Point, Ga., provides, through
its operating subsidiaries, integrated telecommunications and
technology services to businesses and consumers in the
southeastern United States.  ITC DeltaCom has a fiber optic
network spanning approximately 14,500 route miles, including over
10,900 route miles of owned fiber, and offers a comprehensive
suite of voice and data communications services, including local,
long distance, enhanced data, Internet, colocation and managed
services, and sell customer premise equipment to end-user
customers.  The Company operates approximately 26 voice switches
and 74 data switches, and is one of the largest competitive
telecommunications providers in its primary eight-state region.  
ITC DeltaCom has interconnection agreements with BellSouth,
Verizon, Southwestern Bell, CenturyTel and Sprint for resale and
access to unbundled network elements and is a certified
competitive local exchange carrier (CLEC) in Arkansas, Texas
Virginia and all nine BellSouth states.  For more information
about ITC DeltaCom, visit http://www.itcdeltacom.com/

                    *   *   *

As reported in the Troubled Company Reporter's March 18, 2004
edition, Standard & Poor's Ratings Services assigned its 'B-'
corporate credit rating to ITC DeltaCom Inc. The outlook is
developing.

Simultaneously, a 'B-' bank loan rating, along with a recovery
rating of '5', was assigned to the company's $48.5 million secured
credit facility, based on preliminary documentation. The bank loan
is rated the same as the corporate credit rating; this and the '5'
recovery rating indicate the expectation for a negligible (0%-25%)
recovery of principal under a distressed default scenario.

In addition, Standard & Poor's assigned its 'CCC+' rating to ITC
DeltaCom's aggregate $300 million second-priority senior secured
notes due 2011 and floating-rate second-priority senior secured
notes due 2010, issued under Rule 144A with registration rights. A
recovery rating of '5' also was assigned to these note issues,
indicating the expectation for a negligible (0%-25%) recovery of
principal in a default scenario given the weak prospects
anticipated for the first-priority secured bank loan. The
$300 million of notes will have a second lien on the collateral
securing the new bank facility. Proceeds of the new notes will be
used to repay existing debt and for other general corporate
purposes.

"The ratings on ITC DeltaCom reflect the very high business risk
profile of the competitive local exchange (CLEC) market, continued
industry pricing pressure in the wholesale market, and integration
risks associated with the BTI acquisition," said Standard & Poor's
credit analyst Rosemarie Kalinowski. The primary competitor in its
markets is the incumbent telecom provider BellSouth Corp.(A+/Watch
Neg/A-1). In addition, there are some smaller-size CLECs that
compete in ITC DeltaCom's markets, which could lead to additional
pricing pressures.


IVACO INC: Canadian Court Extends CCAA Protection Until May 21
--------------------------------------------------------------
The Ontario Superior Court of Justice extended the period of Court
protection under the Companies' Creditors Arrangement Act for
Ivaco Inc. until May 21, 2004.  As part of the restructuring
process, Ivaco and its subsidiaries are pursuing a dual-track
process under which they evaluate both stand-alone restructuring
alternatives and potential sales of major portions of their
assets.  The Court has also approved a process under which such
sales shall be conducted.

Ivaco Inc. and certain of its affiliates filed for protection
from creditors under the CCAA on September 16, 2003, citing the
adverse impact on its business of difficult market conditions for
the entire North American steel industry, including the high
Canadian dollar, higher scrap, labour, energy and transportation
costs and U.S. anti-dumping duty deposits.

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components. Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum.  In addition, Ivaco's
fabricated steel products operations have a rated production
capacity in the area of 350,000 tons per annum of wire, wire
products and processed rod, and over 175,000 tons per annum of
fastener products.  Shares of Ivaco are traded on The Toronto
Stock Exchange (IVA).


IVACO INC: Reports 2003 Year-End Financial Results
--------------------------------------------------
Ivaco Inc. reported its results for the year ended
December 31, 2003.

Financial highlights
(in thousands of dollars)

                                  For the years ended December 31,
                                             2003          2002
                                  ________________________________

Net sales                                $775,787      $866,831
Operating earnings (loss)                $(70,224)      $57,923
Earnings (loss) from operations before
amortization, unusual items
and income taxes                        $(73,934)      $29,012
Amortization                             $(40,819)     $(47,035)
Reorganization items                    $(107,283)           $-
Non-recurring items                            $-       $21,074
Earnings (loss) before income taxes     $(222,036)       $3,051
Net earnings (loss)
from continuing operations             $(177,376)       $7,470
Net earnings (loss)                     $(199,756)       $7,578
Loss per share                             $(6.66)       $(0.17)

"These results reflect the very difficult circumstances under
which we were operating in fiscal year 2003. We are happy to
report that in 2004 our productivity is improving, our order
books are filled, and the companies have stabilized. We remain
committed to a successful restructuring process and working with
all affected stakeholders to return the Company to long-term
profitability," said Gordon Silverman, President and CEO of
Ivaco.

Ivaco Inc. and certain of its affiliates filed for protection
from creditors under the Companies' Creditors Arrangement Act
on September 16, 2003, citing the adverse impact on its
business of difficult market conditions for the entire North
American steel industry, including the high Canadian dollar,
higher scrap, labor, energy and transportation costs and U.S.
anti-dumping duty deposits.

Sales for 2003 at $775.8 million are $91.0 million lower than
2002. The impact of the higher value of the Canadian dollar
versus the US dollar of approximately 11% was the most
significant factor contributing to the lower sales versus 2002.

Increased scrap, labor, energy and transportation costs in
addition to the U.S. anti-dumping duties on shipments of certain
wire rod to the United States were all factors contributing to
the operating loss of $73.9 million for 2003.

Non-recurring items in 2002 includes a gain on the disposal of
Dofasco Inc. common shares of $30.2 million, offset by provisions
for construction contracts receivable and other claims totaling
$9.1 million.

Reorganization items in 2003 represent transactions and events
that are directly associated with the U.S. bankruptcy filings and
the Canadian proposed restructuring process and include
provisions for losses, financing fees, professional fees and
claims.

The net loss of $199.8 million for 2003, includes discontinued
operations of $22.4 million. As part of the restructuring plan, a
plan to dispose of IMT Corporation, Docap (1985) Corporation and
certain other assets was approved.  Accordingly, all of the
current and long-term assets and liabilities of both companies
and certain other assets have been reclassified to assets and
liabilities held for disposal and their revenue and expenses have
been reclassified to discontinued operations for both 2003 and
2002.

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components. Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum.  In addition, Ivaco's
fabricated steel products operations have a rated production
capacity in the area of 350,000 tons per annum of wire, wire
products and processed rod, and over 175,000 tons per annum of
fastener products.  Shares of Ivaco are traded on The Toronto
Stock Exchange (IVA).


KAISER ALUMINUM: Court Orders Alpart Stake Auction on April 20
--------------------------------------------------------------
Kaiser Aluminum said that the U.S. Bankruptcy Court for the
District of Delaware ordered that an auction be conducted to
determine the winning bidder for Kaiser's interests in and related
to Alpart, a partnership that owns bauxite mining operations and
an alumina refinery in Jamaica. The Court terminated without
prejudice Kaiser's agreement to sell these interests, including
65% of the Alpart partnership, to Glencore AG for approximately
$165 million.

The Court action came Monday in a regularly scheduled monthly
hearing on Kaiser matters and was in response to objections that
had been filed by various parties.

The Court-ordered auction will be conducted on April 20, with the
minimum bid set at $215 million. Kaiser expects the Court to rule
on the winning bid at the regularly scheduled monthly hearing on
April 26.

Under Alpart's existing partnership arrangement, Hydro Aluminium
a.s., which currently owns the remaining 35% of Alpart, retains
the right -- for 30 days following Kaiser's receipt of Court
approval of any sale transaction -- to elect to purchase Kaiser's
interests at the price specified in any agreement approved by the
Court.

As previously disclosed, any sale of Kaiser's interest in Alpart
is subject to a number of approvals, including approvals by the
Court, Kaiser's board of directors, and the lenders under Kaiser's
Post-Petition Credit Agreement, as more fully discussed in the
company's most recent Quarterly Report on Form 10-Q.

Kaiser Aluminum (OTCBB:KLUCQ) is a leading producer of fabricated
aluminum products, alumina, and primary aluminum.


KB HOME: Will Broadcast 2004 Investor Conference Live Today
-----------------------------------------------------------
KB Home (NYSE: KBH), will broadcast management presentations from
its 2004 Investor Conference live on http://www.kbhome.com/from  
8:30 a.m. to 2:00 p.m. (EST) today, March 25, 2004.

The conference will be held at the St. Regis Hotel in New York
City, and will include presentations from the Company's senior and
divisional management.

Interested listeners can go to the investor relations section of
the KB Home Web site at http://www.kbhome.com/and select the live  
web broadcast icon. Listeners must have a multimedia computer with
speakers and Microsoft's Windows Media Player installed.  The
webcast will be available for replay at the KB Home Web site
beginning March 25 and will be archived for 30 days.

Building homes for nearly half a century, KB Home is one of
America's premier homebuilders with domestic operating divisions
in the following regions and states: West Coast -- California;
Southwest -- Arizona, Nevada and New Mexico; Central -- Colorado,
Illinois and Texas; and Southeast -- Florida, Georgia, North
Carolina and South Carolina.  Kaufman & Broad S.A., the Company's
majority-owned subsidiary, is one of the largest homebuilders in
France.  In fiscal 2003, the Company delivered 27,331 homes in the
United States and France.  It also operates KB Home Mortgage
Company, a full-service mortgage company for the convenience of
its buyers.  Founded in 1957, KB Home is a Fortune 500 company
listed on the New York Stock Exchange under the ticker symbol
"KBH."  For more information about any of KB Home's new home
communities, call 1-888-KB-HOMES or visit the Company's Web site
at http://www.kbhome.com/

                      *   *   *

As reported in the Troubled Company Reporter's January 23, 2004
edition, Fitch Ratings has assigned a 'BB+' rating to KB Home's
(NYSE: KBH)  $250 million, 5.75% senior unsecured notes due
February 1, 2014. The Rating Outlook is Positive.

The current ratings and Outlook reflect KB Home's solid,
consistent profit performance in recent years and the expectation
that the company's credit profile will continue to improve as it
executes its business model and embarks on a new period of growth.
The ratings also take into account the company's primary focus on
entry-level and first-step trade-up housing (the deepest segments
of the market), its conservative building practices, and effective
utilization of return on invested capital criteria as a key
element of its operating model. Over recent years the company has
improved its capital structure and increased its geographic
diversity and has better positioned itself to withstand a
meaningful housing downturn. Fitch also has taken note of KB
Home's role as an active consolidator within the industry. Risk
factors also include the cyclical nature of the homebuilding
industry. Fitch expects leverage (excluding financial services) to
remain comfortably within KB Home's stated debt to capital target
of 45%-55%.


LES BOUTIQUES: Board Committee Awards Broader Mandate to Richter
----------------------------------------------------------------
Les Boutiques San Francisco Incorporees announced that the
committee of independent directors of its Board responsible for
supervising the recapitalization of the Corporation has awarded a
broader mandate to Richter Corporate Finance, an affiliate of the
monitor appointed by the Court under the Companies' Creditors
Arrangement Act. This mandate consists of helping the committee
to solicit offers from third parties interested in participating
in the recapitalization of the Corporation. In the course of this
process, the committee will also   analyze all other offers that
could pertain to certain elements of the Corporation.

The committee of independent directors also retained the services
of PricewaterhouseCoopers for its expertise in the evaluation,
sale and financing of companies, in order to provide financial
counsel regarding offers received from third parties, as well as
regarding the optimal capital structure of the Company once it
completes its restructuring.  PricewaterhouseCoopers will also be
asked to provide advice to the committee of independent
directors, the board of directors and the Court on the equitable
nature, from a financial standpoint, of the offers received.

The Corporation obtained a court order in December under the
Companies' Creditors Arrangement Act. The restructuring plan
approved by the Court calls for the Corporation to concentrate
its ongoing activities on the Les Ailes de la Mode banner and on
its swimsuit division, including Bikini Village.


LES BOUTIQUES: Retains PricewaterhouseCoopers as Financial Advisor
------------------------------------------------------------------
Les Boutiques San Francisco Incorporees announced that the
committee of independent directors retained the services of
PricewaterhouseCoopers for its expertise in the evaluation, sale
and financing of companies, in order to provide financial counsel
regarding offers received from third parties, as well as regarding
the optimal capital structure of the Company once it completes its
restructuring. PricewaterhouseCoopers will also be asked to
provide advice to the committee of independent directors, the
board of directors and the Court on the equitable nature, from a
financial standpoint, of the offers received.

The Corporation obtained a court order in December under the
Companies' Creditors Arrangement Act. The restructuring plan
approved by the Court calls for the Corporation to concentrate its
ongoing activities on the Les Ailes de la Mode banner and on its
swimsuit division, including Bikini Village.


LTV CORP: Objects to National Steel's $1.4 Mil. Reclamation Claim
-----------------------------------------------------------------
After the Chapter 11 Petition Date of LTV Corporation and its
debtor-affiliates, certain claimants sent reclamation demand
letters asserting reclamation amounts.  In addition, certain of
the claimants also hold reclamation related claims, including:

       (a) proofs of claim filed by the claimants in the VP
           Debtors' Chapter 11 cases; and

       (b) claims scheduled on behalf of the claimants on the VP
           Debtors' schedules of assets and liabilities.

The related claims are comprised of the asserted Reclamation
Amounts, in whole or part, and other related amounts.

                       The Reclamation Claims

Debtors VP Buildings, Inc. and United Panel, Inc. object to
certain proofs of reclamation claim filed in their cases.  The VP
Debtors ask the Court to reduce each Reclamation Claim to the
amount agreed to by the VP Debtors as "valid," if any.

To the extent the VP Debtors identify a valid Reclamation Amount
as zero, the VP Debtors ask the Court to disallow and expunge the
corresponding Reclamation Claim in its entirety.  The VP Debtors
explain that each of the claimants has failed to establish a prima
facie case for all or a portion of its Reclamation Claim under the
Bankruptcy Code and the Uniform Commercial Code, and the VP
Debtors have one or more valid defenses to all or a portion of the
Reclamation Claim.

                        The Related Claims

Since each claimant holds a Reclamation Claim, and since each
Related Claim includes amounts which are part of the underlying
Reclamation Claim, to the extent any Reclamation Claim is allowed
in whole or in part, the VP Debtors ask the Court to reduce the
corresponding Related Claim by the valid Reclamation Amount to
avoid multiple recoveries on account of a single liability.  To
the extent certain Reclamation Claims are disallowed in their
entirety, the VP Debtors ask the Court to fix the valid amount of
the Related Claims.

If the Reclamation Claims filed by Supreme Insulation Inc. and
Therm-All Inc., are disallowed in their entirety, the VP Debtors
ask the Court to modify, disallow and expunge in their entirety
the Related Claim filed by each of Supreme Insulation and Therm-
All.  The VP Debtors previously paid Supreme Insulation on account
of the Reclamation Claim under the December 2000 Critical Vendor
Order.  The VP Debtors also paid Therm-All $527,920.10 on account
of, among other claims, the Reclamation Claim and the Related
Claim under the Critical Vendor Order.

                           Reclamation Claims       Related Claims
                           Asserted     Valid    Asserted       
New
Claimant              Amount      Amount    Amount        Amount
--------              --------    ------    --------      ------
Birmingham SE          $89,764    75,195     587,590     512,394
Dominion Bldg.         108,196     4,197     361,724     357,576
Machine & Welding       35,613         0      42,386      42,386
McMaster-Carr Sup.         709       198          --          --
McMaster-Carr Sup.       2,502         0       9,143       9,143
National Steel       1,486,460   519,203   9,490,810   8,971.607
New Process Steel      102,788         0          --          --
Resolite                 9,768         0     217,088     217,008
SMI Joist Corp.        242,336         0          --          --
Supreme Insul.         117,360         0       8,074           0
Therm-All Inc.         162,744         0     116,481           0
Triangle Fastener       24,852     1,274      71,177      69,901
Universal Forest         2,363     1,874      37,835      35,960
Windsor Door           108,354         0          --          --
Wurth Serv/Supp.        43,478    27,412     219,551     192,142

Headquartered in Cleveland, Ohio, The LTV Corporation is a
manufacturer with interests in steel and steel-related businesses,
employing some 17,650 workers and operating 53 plants in Europe
and the Americas. The Company filed for chapter 11 protection on
December 29, 2000 (Bankr. N.D. Ohio, Case No. 00-43866).  Richard
M. Cieri, Esq., and David G. Heiman, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
August 31, 2001, the Company listed $4,853,100,000 in assets and
$4,823,200,000 in liabilities. (LTV Bankruptcy News, Issue No. 62;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MAGELLAN HEALTH: Asks Court to Expunge David McLane's $3MM Claim
----------------------------------------------------------------
In April 1997, Magellan Health debtor-affiliate Green Spring
Health Services, Inc. entered into a Stock Purchase Agreement with
David H. McLane and GHF, Inc., Trustee to the McLane-Hammond Fund,
a component of the Greater Harrisburg Foundation.  Pursuant to the
Agreement, Green Spring purchased from Mr. McLane and GHF all of
the stock of Managed Care Services Mainstay of Central
Pennsylvania, Inc., a corporation engaged in the business of
administering and arranging for the provision of behavioral health
benefits and services for health maintenance organizations and
private companies.  Green Spring agreed to pay Mr. McLane an
amount "equal to the sum of the Closing Price and the Contingent
Price." The Closing Price was $2,000,000 and was paid in full at
the closing.  Debra A. Dandeneau, Esq., at Weil Gotshal & Manges,
LLP, in New York, tells the Court that the Contingent Price was
basically an amount that Green Spring would only be required to
pay if, and to the extent that, Mainstay achieved certain EBITDA
targets for fiscal years 1997 to 2000.

On February 1, 2002, Mr. McLane commenced an action against Green
Spring before the United States District Court for the Middle
District of Pennsylvania for breach of payment obligations under
the Agreement.  Mr. McLane alleged that Green Spring failed to
pay $3,300,000.  On November 15, 2002, Mr. McLane filed a Second
Amended Complaint in the District Court Action, which added
Magellan Health Services, Inc. and Magellan Behavioral Health,
Inc. as defendants in the action.

On January 31, 2003, Green Spring asserted various affirmative
defenses to the Complaint and that Mr. McLane is obligated to
Green Spring in the aggregate amount of $3,000,000, plus interest
and costs, for breach of contract, breach of implied duty of good
faith and fair dealing, negligent misrepresentation, fraudulent
concealment and unjust enrichment.

On June 17, 2003, Mr. McLane filed Claim No. 1280 against Green
Spring, asserting an unsecured claim for $3,833,854.  Mr. McLane
asserts that he is owed two payments of $1,650,000 each, plus
interest with respect to the payments that Green Spring failed to
make pursuant to the Agreement.  On August 18, 2003, the Debtors
objected to the McLane Claim.   

Pursuant to the Agreement, Ms. Dandeneau emphasizes, Green Spring
was only obligated to make an Applicable Payment to Mr. McLane in
Year 3 and Year 4 if Mainstay achieved certain threshold EBITDA
levels.  Year 3 refers to the fiscal year October 1, 1998 to
September 30, 1999.  Year 4 refers to the fiscal year October 1,
1999 to September 30, 2000.  For Year 3, the minimum EBITDA that
Mainstay had to achieve before Mr. McLane was entitled to any
Applicable Payment was $1,050,001.  In Year 3, however,
Mainstay's reported EBITDA was $371,186.  Moreover, the EBITDA
calculation of $371,186 for the fiscal year ended September 30,
1999 was prepared by Mainstay and provided to Green Spring during
Mr. McLane's tenure as President of Mainstay.  Accordingly,
because Mr. McLane was not entitled to any Applicable Payment for
Year 3, no Applicable Payment was paid for that year.

Also, the minimum EBITDA that Mainstay had to achieve before Mr.
McLane was entitled to any Applicable Payment for Year 4 was also
$1,050,001.  Mainstay's Actual EBITDA for that year was $72,478.  
As a result, no Applicable Payment was due or paid with respect
to Year 4.

By a letter dated January 21, 2000, from Joyce Fitch, Executive
Vice President and General Counsel of Magellan Behavioral Health,
Inc., Mr. McLane was notified, through counsel, that no
Applicable Payment would be paid for Year 3 and that none was
expected for Year 4 due to rate reductions from a large customer,
HealthAmerica of Pennsylvania, Inc.  After the close of Year 4,
Mainstay's actual operating results were below the minimum Actual
EBITDA threshold for any Applicable Payment to be owed to Mr.
McLane.  Ms. Dandeneau reports that Mr. McLane, whether in the
Complaint or the McLane Claim, has not come forward with any
documentation or information to support his assertion that the
Debtors' calculations of the Applicable Payments are incorrect.

                        Counterclaim

Ms. Dandeneau reports that Mr. McLane and Mainstay failed to
obtain and fully and accurately disclose all information known,
reasonably available and which should have been available for the
purpose of calculating the Applicable Payment pursuant to the
Agreement for fiscal year 1998.

For fiscal years 1997 and 1998, Green Spring paid Mr. McLane the
maximum Applicable Payment for that year -- $2,000,000 per year
-- in reliance upon the information provided by, and obtained
from, Mainstay and Mr. McLane, in his capacity as President of
Mainstay.  However, in 1999, Green Spring obtained information
that Mr. McLane did not, in fact, earn the maximum Applicable
Payment of $2,000,000 for the fiscal year ended September 30,
1998.

The information obtained revealed that there was an ongoing
reconciliation of point-of-service claims between HealthAmerica
and Mainstay during much of fiscal year 1998, which continued
into fiscal year 1999.  On April 23, 1998, HealthAmerica informed
Mainstay that Mainstay owed in excess of $300,000 for POS claims
for the period June 1, 1996 through September 30, 1997.  Mainstay
and Mr. McLane, in his capacity as President of Mainstay, knew,
as of the close of Mainstay's fiscal year 1998, of the open
liability to HealthAmerica for the POS claims reconciliation.

On October 1, 1998, HealthAmerica increased its claim against
Mainstay to $414,639 for POS claims for the period June 1, 1996
through March 31, 1998.  Despite knowing the liability existed,
Mainstay did not appropriately account for the potential
liability to HealthAmerica for the POS claims reconciliation
before closing its financial books for fiscal year 1998 and
reporting financial results, including EBITDA for the fiscal
year.

On October 15, 1998, just 15 days after the end of fiscal year
1998, Mr. McLane sent a letter to Green Spring demanding the
maximum $2,000,000 Applicable Payment for fiscal year 1998 based
on the EBITDA calculation that failed to include an appropriate
reserve accounting for the known HealthAmerica liability.  On
January 2, 1999, Mr. McLane was paid the maximum $2,000,000
Applicable Payment for fiscal year 1998 based on the EBITDA
calculation reported by Mr. McLane.  Just days later, on
January 7, 1999, Mainstay paid approximately $337,000 to
HealthAmerica towards the liability that Mainstay failed to
appropriately book for fiscal year 1998, which payment was not
recorded as an expense and, therefore, was not disclosed on
Mainstay's income statement in the month the payment was made.

Ms. Dandeneau says that Mainstay's failure to properly record an
appropriate charge to account for the POS claims reconciliation
as of the close of fiscal year 1998 and its failure to include
its January 7, 1999 payment to HealthAmerica as an expense on its
January 1999 income statement had the effect of hiding the
payment from Green Spring.  The total liability to HealthAmerica
for fiscal year 1998, had it properly been accounted for and
included in the EBITDA results that Mainstay reported to Green
Spring for fiscal year 1998, would have substantially or
completely reduced Mr. McLane's Applicable Payment for fiscal
year 1998 to $0.

Thus, the Debtors ask the Court to disallow and expunge the
McLane Claim in its entirety and direct Mr. McLane to remit
payments due and owing to them amounting to $2,000,000, plus
interest.  In the alternative, the Debtors ask that the funds be
credited to the Reorganized Debtors through recoupment, set-off
or otherwise as against any valid claim Mr. McLane may have with
respect to the McLane Claim.  

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003.  Under the Third Amended Plan,
nearly $600 million of debt will drop from the Company's balance
sheet and Onex Corporation will invest more than $100 million in
new equity. (Magellan Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


MERRILL LYNCH: S&P Puts Class E Notes' Rating on Watch Negative
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' rating on class
E of Merrill Lynch Mortgage Investors Inc.'s commercial mortgage
pass-through certificates from series 1996-C1 on CreditWatch with
negative implications.

The CreditWatch placement is due to anticipated interest
shortfalls relating to non-recoverable advances on an REO asset
secured by a 161,750-square-foot outlet center in Eddyville, Ky.
As of the Feb. 25, 2004 distribution date, the asset has a total
exposure of approximately $10.6 million, consisting of $8.5
million of unpaid principal balance and $2.1 million of advances
and interest thereon. A recent indication of value provided by the
special servicer, CRIIMI MAE Services L.P., suggests that a
significant portion of the outstanding advances will not be
recovered upon disposition. This prompted the servicer, GMAC
Commercial Mortgage Corp., to begin recovering advances deemed
non-recoverable as of the next remittance date. Should the asset
not be disposed of in the near future, it is likely that the class
E may not be paid its full interest for several months. The
CreditWatch placement will be resolved after a full review of the
transaction, which will include an examination of the impact of
the resolution of the loan and the related advances on the trust.


MIDLAND ACADEMY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Midland Academy Charter School Inc.
        500 North Baird Street
        Midland, Texas 79701

Bankruptcy Case No.: 04-70154

Type of Business: The Debtor operates a school. See
                  http://www.macharter.org/

Chapter 11 Petition Date: March 8, 2004

Court: Western District of Texas (Midland)

Judge: Ronald B. King

Debtor's Counsel: Jeff Bohm, Esq.
                  McGinnis, Lochridge & Kilgore, L.L.P.
                  1300 Capitol Center
                  9l9 Congress Avenue
                  Austin, TX 78701
                  Tel: 512-495-6000
                  Fax: 512-495-6093

Total Assets: $1,803,300

Total Debts:  $3,190,607

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


MIRANT CORP: Rockland Demands Payment of $62.3MM Ad Valorem Tax
---------------------------------------------------------------
Kevin M. Lippman, Esq., at Munsch Hardt Kopf & Harr PC, in
Dallas, Texas, relates that since July 1999, one or more of the
Mirant Corp New York Debtors -- Mirant Bowline LLC, Mirant Lovett
LLC, Mirant NY-Gen LLC and Mirant New York, Inc. -- have owned,
leased or have been responsible for the payment of ad valorem real
property taxes on three power generation facilities and related
real property that are located in the County of Rockland.  These
Rockland County Properties are commonly known as the Bowline
Plant located in the Town of Haverstraw, the Lovett Plant in the
Town of Stony Point and portions of certain Hydroelectric Plants
in the Town of Ramapo.

Rockland is a municipal corporation organized and operating under
the laws of New York, having its principal office at 11 New
Hempstead Road, New City, New York 10956.  North Rockland Central
School District and Ramapo Central School District and the Towns
of Haverstraw, Ramapo and Stony Point are all located within the
territorial boundaries of Rockland.

Each Town has an Assessor who is authorized and required by law,
for the purpose of taxation, to assess the value of all real
property in that Town.  Rockland, the School Districts and the
Towns each levy their ad valorem real property taxes based on
these assessed valuations.

On September 1, 2003, the School Districts levied approximately
$50,000,000 in ad valorem real property taxes on the Rockland
County Properties for the year 2003-2004 fiscal year.  The 2003-
2004 School District Taxes first became due and payable to the
School Districts on September 1, 2003, and became delinquent on
October 1, 2003, as a result of the NY Debtors' failure to pay
them by September 30, 2003.

On December 31, 2003, Rockland levied its ad valorem real
property taxes on the Rockland Country Properties for its 2004
fiscal year for about $2,300,000.  In accordance with New York
law, Rockland also re-levied the unpaid 2003-2004 School District
Taxes.  The Towns also each levied their ad valorem real property
taxes on the Rockland Country Properties for their 2004 fiscal
year, amounting to approximately $10,000,000.  According to Mr.
Lippman, the 2004 Rockland Taxes and the 2004 Town Taxes first
became due and payable to Rockland and the Towns on January 1,
2004, and became delinquent on February 2, 2004, as a result of
the NY Debtors' failure to pay them on that date.

Accordingly, as of February 2, 2004, the NY Debtors' unpaid
postpetition ad valorem real property taxes is $62,300,000,
broken down as:

   Taxing Authority                              Amount
   ----------------                              ------
   Town of Haverstraw                        $6,135,906
   Town of Ramapo                               282,587
   Town of Stony Point                        3,620,900
   County of Rockland                         2,263,538
   North Rockland Central School District    49,996,298
   & Ramapo Central School District

Under New York law, Mr. Lippman informs Judge Lynn that if the NY
Debtors do not comply with their statutory obligation to pay the
taxes owed to the School Districts and Towns, Rockland may be
required to advance to the School Districts and the Towns the
amount of the unpaid taxes.  However, Rockland does not presently
have sufficient available funds to make the large advances.  
Consequently, if Rockland is required to advance the unpaid
taxes, it will be forced to borrow the funds.

Mr. Lippman recalls that the NY Debtors have challenged certain
assessed valuations of the Rockland County Properties for the
years 1999 through 2003 pursuant to the applicable provisions of
the New York Real Property Tax Law, ultimately initiating tax
certiorari proceedings in the Supreme Court of New York, County
of Rockland.  The NY Debtors also assert an interest in any
refund that may be payable to their predecessor-in-interest to
the Bowline Plant, Orange and Rockland Utilities, Inc., as a
result of the tax certiorari initiated by Orange challenging the
assessed valuations of the Bowline Plant for the years 1995
through 1998.  Currently, 41 tax certiorari proceedings are
pending in the New York State Court, of which 20 relate to the
Rockland County Properties and are pending before the Supreme
Court of New York, County of Rockland.

On October 6, 2003, the NY Debtors removed the 41 tax certiorari
proceedings to the U.S. District Court for the Southern District
of New York, which were subsequently referred to the U.S.
Bankruptcy Court for the Southern District of New York.  The NY
Debtors filed a consolidated motion seeking transfer of all 41 of
the removed tax certiorari proceedings to the Bankruptcy Court
for Southern Texas.  Rockland and the affected taxing authorities
filed countermotions seeking remand of the tax certiorari
proceedings back to the New York state court from which they were
removed.  On December 4, 2003, after a contested hearing, the NY
Bankruptcy Court denied the NY Debtors' request for transfer and
granted the remand motion.

On September 30, 2003, the Debtors filed a request for the
determination of tax liability pursuant to Sections 105(a) and
505(a) with the Court.  Rockland and certain other parties
subsequently filed pleadings seeking to dismiss the 505 Motion.  
On January 8, 2004, the Court ruled that it had jurisdiction of
the 505 Motion but it would abstain from hearing and ruling on
the 505 Motion if the trials of the remanded tax certiorari
proceedings are commenced and proceeding as of August 1, 2004.

By this motion, Rockland asks the Court to compel the NY Debtors
to immediately pay approximately $62,300,000 in unpaid
postpetition ad valorem real property taxes, and further compel
the NY Debtors to pay all prospective postpetition ad valorem
real property taxes in accordance with the New York law.

Pursuant to Sections 959(b) and 960 of the Judiciary Code, Mr.
Lippman contends that the request should be granted because:

   (a) New York state law requires taxpayers to pay taxes when
       due;

   (b) federal law requires the NY Debtors to comply with all
       applicable state laws; and

   (c) the Bankruptcy Code does not excuse the NY Debtors from
       paying their postpetition taxes pending the outcome of
       their challenges of the Assessments.

                      MAGi Committee Objects

Thomas Rice, Esq., at Cox & Smith Incorporated, in San Antonio,
Texas, contends that Rockland failed to provide an adequate
justification for asserting a postpetition claim and thus, for
seeking to compel the immediate payment of more than $62,000,000
in property taxes by certain of the Debtors.  Mr. Rice explains
that the taxes Rockland sought to be paid are already the subject
of intense litigation.  Moreover, by virtue of the Court's 505
Order, the very same tax liabilities are to be resolved, fully
and finally, by no later than September 2004 -- just six months
from now.

Mr. Rice is concerned that if Rockland's request is granted at
this time, the MAGi NY Subsidiaries will be forced to pay more
than $62,300,000 in taxes -- funds that these cash-strapped
Debtors do not presently have.  Contrary to Rockland's assertion,
the MAGi NY Subsidiaries do not have $1,000,000,000 in cash and
do not have access to limitless amounts of capital.  Indeed, the
results of the final determination of the real property tax
issues in these cases ultimately may force a re-evaluation of the
MAGi NY Subsidiaries' assets.  In light of the financial
condition of the MAGi NY Subsidiaries, something more than
general assertions should be provided to justify paying these
enormous challenged claims at this time.

Accordingly, the Official Committee of Unsecured Creditors of
Mirant Americas Generation LLC asks the Court to deny Rockland's
request.

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)


MORGAN STANLEY: Fitch Ups Low-B Ratings on 3 Series 1997-WF1 Notes
------------------------------------------------------------------
Morgan Stanley Capital, Inc.'s commercial mortgage pass-through
certificates, series 1997-WF1 are upgraded by Fitch Ratings as
follows:

        -- $33.6 million class F to 'BB+' from 'BB';
        -- $5.6 million class G to 'BB' from 'BB-';
        -- $8.4 million class H to 'B+' from 'B'.

In addition, Fitch affirms the following classes:

        -- $196.2 million class A-2 at 'AAA';
        -- Interest-only class X-1 at 'AAA';
        -- $30.8 million class B at 'AAA';
        -- $33.5 million class C at 'AAA';
        -- $28.0 million class D at 'AA';
        -- $8.4 million class J at 'B-'.

Fitch does not rate the $11.2 million class E, $5.6 million class
K, or the interest only class X-2 certificates.

The upgrades are due to an increase in credit enhancement since
issuance and levels which are in line with the subordination
levels of deals issued today having similar characteristics.

Currently, one loan (2.1%) is in special servicing. The loan is
secured by a 422-unit apartment complex in Columbus, Ohio, and is
performing under a forbearance agreement. The loan is pending
return to the master servicer once outstanding default interest
has been brought current. The largest loan of concern within the
deal is an office property (2.3%) located in West Hollywood,
California. The property is owner occupied and the owner has
subleased the space to four different tenants at substantially
lower rental rates. Fitch is not expecting losses to any loans at
this time.


NATIONAL BENEVOLENT: Gets Nod to Hire Cain Brothers as Advisor
--------------------------------------------------------------
The National Benevolent Associate of the Christian Church sought
and obtained approval from the U.S. Bankruptcy Court for the
Western District of Texas, San Antonio Division, to employ Cain
Brothers and Company, LLC as its investment bankers.

Thomas M. Barry, a principal of Cain Brothers, reports that the
firm is an investment banking firm established in 1982 that
specializes in health care.

Since June 17, 2003, Cain Brothers has performed necessary
services in assisting the Debtors with their restructuring
efforts.

The professional services that Cain Brothers will render, include:

   a. identifying and implementing an appropriate capital
      structure;

   b. developing and implementing a strategy for restructuring
      the existing capital structure;

   c. negotiating with other parties, as necessary, to implement
      any proposed restructuring;

   d. valuing selected service units as may be requested by the
      Debtors;

   e. negotiating with lenders to refinance the Debtors, as may
      be requested by the Debtors;

   f. negotiating and facilitating any sale of assets, as may be
      requested by the Debtors; and

   g. providing such other services as are described in the
      Engagement Letter or that the Debtors and Cain Brothers
      may mutually deem necessary.

For general advisory services, Cain Brothers will be compensated
based at its usual billing rates:

         Position               Billing Rate
         --------               ------------
         Managing Directors     $500 to $550 per hour
         Vice Presidents        $250 to $350 per hour
         Associates             $200 per hour

Additionally, Cain Brothers will also receive:

   i) $400,000 general advisory success fee;

  ii) $100,000 valuation services for each business unit for
      which a valuation is requested;

iii) $20,000 monthly Sale-Related Services; and

  iv) Sale Success Fee of the greater of $400,000 or 1.50% of
      the total Transaction Value

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


NATIONAL CENTURY: HSBC Bank USA Serving as Successor Trustee
------------------------------------------------------------
On March 10, 1999, NPF XII, Inc., National Premier Financial
Services, Inc. and Bank One, N. A. executed a Master Indenture,
pursuant to which Bank One agreed to serve as Indenture Trustee in
connection with NPF XII's sale of Notes to finance the purchase of
accounts receivable from healthcare providers.  As Indenture
Trustee, Bank One maintained trust accounts and made payments to
healthcare providers and the Noteholders as directed by NPF XII.

Due to developments in the Debtors' bankruptcy proceeding and in
related litigation, Bank One determined that it should no longer
serve as Indenture Trustee.  On June 30, 2003, Bank One notified
NPF XII, NPFS and the NPF XII Noteholders in writing that it was
resigning from the position of Indenture Trustee for the Notes
Program pursuant to the Master Indenture.

NPF XII has designated HSBC Bank USA as the successor Indenture
Trustee.  NPF XII, HSBC and Bank One have negotiated and executed
a Resignation, Appointment and Acceptance Agreement to govern the
terms of the resignation of Bank One as Indenture Trustee and the
appointment by NPF XII of HSBC as the successor Indenture Trustee.

Accordingly, the Court approves NPF XII's execution, delivery and
performance of the Agreement.  Both Bank One's resignation as
Indenture Trustee and HSBC's appointment as successor Indenture
Trustee are effective immediately.  

In its capacity as successor Indenture Trustee, HSBC is
authorized to take all steps necessary to carry out its duties
under the Indenture, including:

   (a) to dismiss or otherwise dispose of the lawsuit that Bank
       One filed, in its capacity as Indenture Trustee, against
       Lance Poulsen, et al. in the U.S. District Court for the
       Southern District of Ohio, Eastern Division on April 30,
       2003; and

   (b) in connection with confirmation of a Chapter 11 Plan
       proposed by the Debtors and supported by the NPF XII
       Noteholders, withdraw and release any liens of security
       interests asserted in the proofs of claim filed by Bank
       One, or otherwise.    

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: Stockholders Fail to Approve Liquidation Plan
--------------------------------------------------------------
Net Perceptions, Inc. (Nasdaq:NETP) announced that, at a
reconvened special meeting of the Company's stockholders held at
the Company's headquarters Tuesday, the proposal to approve and
adopt a plan of complete liquidation and dissolution of the
Company did not receive the affirmative vote of a majority of the
total number of shares outstanding as of the record date for the
special meeting required to approve the proposal. Of the
15,773,134 shares represented in person or by proxy at the
reconvened special meeting, 13,810,233 shares voted in favor of
the proposal, 1,925,694 shares voted against and 37,207 shares
abstained.

The Company said its board of directors would meet as soon as
practicable to explore what alternatives are now available for the
future of the Company.


NORSKE SKOG: Closes Consent Solicitation for New Purchase Offer
---------------------------------------------------------------
Norske Skog Canada Limited successfully completed its Consent
Solicitation relating to the US$200 million principal amount of
its 10% Senior Notes due 2009. The Consent Solicitation was
conducted in conjunction with the Company's offer to purchase any
and all of the outstanding 2009 Notes, and expired at 5:00 p.m.,
New York City time, on Monday, March 22, 2004. A total of
US$182,610,000 or 91.3% of the aggregate outstanding principal
amount of 2009 Notes was tendered in the Offer and Consent
Solicitation prior to the Early Tender Date.

Accordingly, the Company has executed a ninth supplemental
indenture to the indenture governing the 2009 Notes, the effect of
which is to eliminate substantially all of the restrictive
covenants and amend certain other provisions contained in the
indenture. The Company has today accepted for payment the 2009
Notes tendered prior to the Early Tender Date and has paid total
consideration of approximately US$192,831,087 (comprised of the
Offer Consideration, the Consent Payment and accrued and unpaid
interest) to the holders of the 2009 Notes so tendered.

The Offer, as described in the Company's Offer to Purchase and
Consent Solicitation Statement dated March 9, 2004 and related  
Consent and Letter of Transmittal, expires at 12:01 a.m., New York
City time, on Tuesday, April 6, 2004. The 2009 Notes tendered
prior to the Expiration Date will be purchased at a price of
US$1023.75 per US$1,000 principal amount of 2009 Notes.

                         *   *   *

Standard & Poor's Ratings Services assigned its 'BB' rating to
pulp and paper producer Norske Skog Canada Ltd.'s proposed US$225
million senior unsecured notes due 2014. At the same time, the
'BB' long-term corporate credit rating and 'BB+' senior secured
debt rating on Vancouver,B.C.-based NorskeCanada were affirmed.
The outlook is negative.

Proceeds from the issue are to be used to refinance the existing
US$200 million 10% notes due 2009 issued formerly by Pacifica
Papers Inc., and for general corporate purposes. The effect of the
transaction on the company's credit parameters is expected to be
minimal.

"The ratings on NorskeCanada reflect the company's average cost
position in groundwood papers and narrow revenue base, which
expose the company to weak financial performance at the bottom of
the cycle," said Standard & Poor's credit analyst Clement Ma.
These risks are partially offset by the company's moderate
financial policies.


NORSKE SKOG: Completes Sale of $250M Principal Amount of Sr. Notes
------------------------------------------------------------------
Norske Skog Canada Limited closed its previously announced
offering of US$250 million aggregate principal amount of 7-3/8%
Senior Notes due 2014. The Senior Notes were offered at par and
will result in net proceeds of approximately US$245 million. The
Senior Notes were offered in a private placement within the United
States and in certain Canadian Provinces.

The Company intends to use the proceeds from the sale of the
Senior Notes to retire US$200 million principal amount of its
outstanding 10% Senior Notes due 2009 which are subject to a
tender offer and consent solicitation which commenced on March 9,
2004. The Company intends to use the balance of the net proceeds
of the offering for general corporate purposes.

The Senior Notes have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements.

                         *   *   *

Standard & Poor's Ratings Services assigned its 'BB' rating to
pulp and paper producer Norske Skog Canada Ltd.'s proposed US$225
million senior unsecured notes due 2014. At the same time, the
'BB' long-term corporate credit rating and 'BB+' senior secured
debt rating on Vancouver,B.C.-based NorskeCanada were affirmed.
The outlook is negative.

Proceeds from the issue are to be used to refinance the existing
US$200 million 10% notes due 2009 issued formerly by Pacifica
Papers Inc., and for general corporate purposes. The effect of the
transaction on the company's credit parameters is expected to be
minimal.

"The ratings on NorskeCanada reflect the company's average cost
position in groundwood papers and narrow revenue base, which
expose the company to weak financial performance at the bottom of
the cycle," said Standard & Poor's credit analyst Clement Ma.
These risks are partially offset by the company's moderate
financial policies.


NORTEL NETWORKS: Responds to FCC's Call for Industry Support
------------------------------------------------------------
In response to a call from the Federal Communications Commission
for industry support, Nortel Networks (NYSE:NT)(TSX:NT) has
submitted a proposal for an architectural framework that will
enable Enhanced 9-1-1 (E9-1-1) access on voice over Internet
Protocol (VoIP) networks.

Last week at an FCC-hosted Washington forum, FCC Chairman Michael
Powell urged the telecommunications industry to make the
development of a nationwide VoIP E9-1-1 solution a top priority.

Nortel Networks shares Commissioner Powell's views on the
importance of reliable E9-1-1 service. Last week, Nortel Networks
submitted a detailed proposal to NENA - the National Emergency
Number Association - to address key technology challenges.

Nortel Networks VoIP E9-1-1 proposal outlines a two-part
architectural framework that will enable operators at public
safety answering points (PSAPs) to respond to emergency calls and
quickly determine the precise location of the caller, much as is
done today with traditional telephone networks.

The technology for E9-1-1 was originally designed for the
traditional circuit-switched telephone network in which the
telephones remain at a fixed location. One of the greatest
advantages of VoIP is that it eliminates geographic boundaries
traditionally associated with voice networks, allowing users to
travel around the world while making and receiving phone calls as
if they were at home. However, this has created some technical
challenges for E9-1-1 services, including the ability to identify
the caller's location when an emergency call is made from a
telephone or other device that does not remain fixed.

At the heart of Nortel Networks proposal is the coupling of
innovative new VoIP interfaces with the field proven E9-1-1
technology deployed in today's wireless networks. By leveraging
already-proven technology, the VoIP E9-1-1 solution may be
implemented more seamlessly and cost-effectively.

"Nortel Networks is committed to using its expertise in VoIP,
wireless and traditional telephone networks to help the industry
meet technical and regulatory challenges associated with
wide-scale VoIP deployment," said Sue Spradley, president,
Wireline Networks, Nortel Networks. "We hope our VoIP E9-1-1
proposal becomes a useful tool for the industry. We will continue
to work diligently to provide technology solutions that resolve
other VoIP deployment challenges, particularly those that help
ensure social policy objectives are met."

The proposal will be reviewed as part of NENA's on-going work in
the development of short- and long-term solutions for E-911
access.

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

                         *   *   *

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

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

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


OWENS CORNING: Moves to Dismiss Kensington's State Ct. D&O Lawsuit
------------------------------------------------------------------
Owens Corning filed legal papers to dismiss Kensington
International Limited and Springfield Associates LLC lawsuit
against 15 of its current and former officers and directors,
styled Kensington International Limited, et al. v. Hiner, et al.,
before the Supreme Court of the State of New York, County of New
York.  In the alternative, Owens Corning asks the Court to enjoin
Kensington and Springfield from pursuing the lawsuit, pending the
confirmation of the Debtors' Plan.

Kensington and Springfield are members of the "Bank Group" of
creditors in the Debtors' cases.  The Bank Group filed Claim No.
3133 in the Debtors' Chapter 11 cases to recover the same amounts
that are the subject of the New York Litigation.

                     The New York Complaint

On September 2, 2003, Kensington and Springfield sued the Owens
Corning Directors and Officers in their individual capacities for
breach of fiduciary duties and fraud:

     (1) Michael H. Thaman, Senior Vice President and Chief
         Financial Officer of Owens Corning.  On April 18, 2002,
         Mr. Thaman was elected Chairman of the Board of  
         Directors of Owens Corning and has principal  
         responsibility for the development of the  
         reorganization plan;

     (2) Landon Hilliard, a director of Owens Corning;

     (3) Norman P. Blake, Jr., a director of Owens Corning;

     (4) Leonard S. Coleman, Jr., a director of Owens Corning;

     (5) W. Ann Reynolds, a director of Owens Corning;

     (6) Ann Iverson, a director of Owens Corning;

     (7) W. Walker Lewis, a director of Owens Corning;

     (8) Furman C. Mosely, Jr., a director of Owens Corning;

     (9) West Virginia Governor W. Gaston Caperton, III, a  
         director of Owens Corning;

    (10) William W. Colville, a director of Owens Corning;

    (11) Glen H. Hiner:  From January 23, 1992 until April 18,  
         2002, Mr. Hiner was the Chief Executive Officer and  
         Chairman of Owens Corning's Board of Directors.  Mr.  
         Hiner continued as a director until June 20, 2002;

    (12) Maura Abeln Smith:  From February 12, 1998 until  
         February 6, 2003, Ms. Smith was Senior Vice President,  
         General Counsel and Secretary of Owens Corning.  From  
         October 5, 2000 until March 31, 2003, Ms. Smith was
         Chief Restructuring Officer of Owens Corning, and from
         December 12, 2001 to March 31, 2003 was a director of
         Owens Corning;

    (13) J. Thurston Roach, former Chief Financial Officer of  
         Owens Corning;

    (14) Deyonne F. Epperson, former Vice President and  
         Controller of Owens Corning; and

    (15) Curtis H. Barnette, former director of Owens Corning.   

Kensington and Springfield allege that Owens Corning's National
Settlement Program resulted in financial difficulties for the
company, which culminated in loan covenant breaches that were not
disclosed to Owens Corning's lenders, in turn causing them to
lend amounts that they would otherwise not have been required to
lend.  The New York Complaint alleges that before the Petition
Date, the Directors and Officers wrongly caused Owens Corning to
borrow at least $650,000,000 from the lenders to pay its asbestos
tort creditors.  The Complaint claims unspecified punitive
damages.  There is no allegation that the Directors and Officers
diverted any funds to themselves.  The allegations relate
exclusively to prepetition payments to and among Owens Corning
creditors.
  
J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells Judge Fitzgerald that the New York Litigation is
an effort to "end run" the Bankruptcy Court's jurisdiction over
claims ultimately directed at, affecting, or to be satisfied by
Owens Corning.  It places the claims before a state court
unfamiliar with the underlying issues and relationships among the
parties.  The New York Litigation is an obvious attempt to harass
the Directors and Officers and, thereby, exact expensive and
unwarranted concessions from Owens Corning in connection with its
reorganization.

According to Ms. Stickles, the Bank Group, including Kensington
and Springfield, had ample opportunity to raise their claims:

   -- in the Proof of Claim process;

   -- through the Inter-Creditor Project, a Debtor-led disclosure
      of Owens Corning business records involving the exchange of
      hundreds of thousands of documents and resulting in
      thousands of agreed-upon stipulations of facts, in
      connection with a proposed avoidance action contemplated by
      the Official Committee of Unsecured Creditors predicated on
      many of the same facts; and

   -- through the opportunity to present evidence at the hearing
      on the substantive consolidation of the Debtors' estates.

On August 22, 2003, nearly three years into Owens Corning's
reorganization, and then only indirectly -- in the context of
opposing the Plan Proponents' disclosure statement -- did the
Bank Group for the first time allege that Owens Corning had, in
the spring of 2000, misled its members into loaning additional
funds that were, in turn, paid to Owens Corning's asbestos tort
creditors through the National Settlement Program.  The Bank
Group argued that Disclosure Statement was defective because:

    "[i]t does not inform the voting constituencies that . . .  
    more than $650 million of company assets may well be  
    subject to a constructive trust in favor of the Banks,  
    as a result of [Owens Corning's] concealing material  
    information from the Banks in March through June of  
    2000 that impermissibly enabled [Owens Corning] to  
    draw down an additional $650 million under the Credit     
    Agreement. . . .  Obviously, recovery of as much as $650  
    million by the Banks ahead of all other creditors would  
    have a material effect on recoveries available to other     
    creditors."

Kensington and Springfield, or their assignors and predecessors-
in-interest, knew of the claims asserted in the New York
Litigation no later than May 2000, when, by their own admission,
the Bank Group was advised of the potential effect of the
National Settlement Program on Owens Corning's financial
condition and on its ability to satisfy various bank loan
covenants.  Despite the knowledge and ample opportunity to assert
the claims, Kensington and Springfield have chosen to file the
New York Litigation only now, in a forum outside Owens Corning's
reorganization proceedings, when and where it can cause maximum
disruption.

Ms. Stickles explains that the Directors and Officers share an
identity of interest with Owens Corning.  The true objects of the
New York Litigation are Owens Corning and its insurance assets.  
Owens Corning's Bylaws and Certificate of Incorporation require
it to provide indemnification to its current and former Directors
and Officers to the full extent authorized or permitted by law.

Owens Corning purchased insurance to protect against claims
asserted against its Directors and Officers.  However, if the
theory advanced by Kensington and Springfield prevails and is
applied in favor of all members of the Bank Group, the damages
could exceed the insurance policy limits by hundreds of millions
of dollars, thus rendering Owens Corning directly liable to its
Directors and Officers.  Moreover, the relationships between and
among Owens Corning and its Directors and Officers are such that
Owens Corning may be bound by principles of agency law,
respondeat superior, collateral estoppel, and issue preclusion to
any factual determination made against the Directors and
Officers.  As a result, Owens Corning itself could be directly
subjected to hundreds of millions of dollars of liability in this
and other litigation.

Owens Corning believes that the allegations of the New York
Litigation are without merit.  Nevertheless, permitting the
prosecution of the New York Litigation at this time would have a
direct, adverse effect on Owens Corning's reorganization efforts,
even if the Directors and Officers ultimately prevail.  Mr.
Thaman and the other members of the Board of Directors are
actively engaged in the restructuring process, providing
oversight and guidance in all aspects of restructuring.

Should the New York Litigation be permitted to continue, Ms.
Stickles tells the Court that the discovery involved will place
significant additional burdens on Mr. Thaman, the other members
of Owens Corning's Board of Directors, and Owens Corning's other
management personnel, particularly legal and financial, to
investigate the Kensington and Springfield claims, respond to
discovery requests, produce documents, prepare for and have their
depositions taken, and participate in other aspects of the
litigation process attendant on the defense of complex commercial
claims where significant personal liability is contested.  These
burdens will have a direct, adverse effect on Owens Corning's
restructuring efforts.

Owens Corning could also be bound by any adverse decisions
rendered against its Directors and Officers.  Thus, Owens Corning
will be required to take a leading role in defending the New York
Litigation.  Owens Corning will be required to participate as
fully as if it were a defendant itself -- planning strategy,
reviewing documents, preparing witnesses, attending depositions,
and the like.

The threat of personal liability to the Directors and Officers
may also harm Owens Corning's ability to retain existing
Directors and Officers, and may discourage prospective Directors
and Officers from joining Owens Corning.
  
Accordingly, Owens Corning asks the Court to:

    (i) enforce the automatic stay provided by Section 362(a) of  
        the Bankruptcy Code and order Kensington and Springfield
        to dismiss the New York Complaint;

   (ii) issue a temporary restraining order to prevent Kensington
        and Springfield from further prosecuting the New York  
        Litigation until after Plan confirmation; and

  (iii) issue a preliminary injunction to prevent Kensington and
        Springfield from further prosecuting the New York  
        Litigation until after Plan confirmation.

Ms. Stickles assures the Court that issuance of the temporary
retraining order will not harm the Debtors or adversely affect
public interest.  On the other hand, there is a danger of
immediate and irreparable harm to Owens Corning's estate or to
Owens Corning's ability to reorganize if the Court does not issue
a preliminary injunction.

                 Kensington and Springfield Answer

David J. Baldwin, Esq., at Potter, Anderson & Corroon LLP, in
Wilmington, Delaware, observes that by Owens Corning's own
admission, its Chapter 11 case is not one where its Officers and
Directors are attempting to formulate and develop a
reorganization plan.  The New York Litigation cannot possibly
interfere with Owens Corning's "development" of a plan, because
for better or worse, the Plan is "done" from Owens Corning's
standpoint and is ready to become a subject of a confirmation
hearing.

Although Owens Corning asserts that it needs the New York
Litigation stayed, its own prior conduct belies that claim.  For
over two years, a bondholders' securities fraud class action has
been pending and prosecuted against, among others, five of the
Directors and Officers in the New York Litigation.  The
bondholders' fraud suit had not been enjoined and has proceeded
apace, without any appreciable ill effect on Owens Corning's
ability to develop a Plan.  Meanwhile, since January 2003, a
shareholders' securities fraud class action has been pending and
proceeding against defendants who include, among others, nine
other present Directors of Owens Corning who are also defendants
in the New York Litigation.  The securities fraud class action
against the nine Directors has proceeded without being enjoined,
and without any negative impact on the Plan process.

The fact is, while Owens Corning may find it inconvenient and
embarrassing to have one of its Officers and a number of its
Directors sued yet again for their malfeasance, Owens Corning
simply has not met its burden of making the showing necessary to
warrant an injunction against the prosecution of a non-bankruptcy
suit against the Directors and Officers.  The potpourri of
arguments that Owens Corning presented falls far short of meeting
this burden, Mr. Baldwin argues.

Mr. Baldwin explains that Owens Corning's attempt to invoke the
alleged potential collateral estoppel effect of a judgment
against the Directors and Officers cannot stand because Owens
Corning is not a party to the New York Litigation.  Furthermore,
if necessary to allay any concerns the Court may have, Kensington
and Springfield will stipulate that if they are not enjoined from
proceeding with the New York Litigation, they will not attempt to
use any findings against the Directors and Officers in the New
York Litigation as collateral estoppel against Owens Corning.

Importantly, the injunction Owens Corning asked would not affect
any "collateral estoppel" problem that the New York Litigation
might pose for it.  Owens Corning seeks to enjoin the prosecution
of the New York Litigation against the Directors and Officers
until Plan confirmation.  Owens Corning acknowledges and
recognizes that Kensington and Springfield should be able to
proceed with the litigation thereafter.  This concession is not
surprising, since the Plan does not and could not insulate the
Directors and Officers from Kensington and Springfield's claims.  
Thus, absent Kensington and Springfield's agreement that the New
York Litigation will not be used as collateral estoppel against
the Debtors if the injunction is denied, the Debtors will
ultimately have to deal with the "collateral estoppel" problem
anyway.

Mr. Baldwin relates that similarly, the potential indemnification
claims of the Directors and Officers against Owens Corning, and
any problem posed by those claims, will not be eliminated if the
injunction is granted, again because the New York Litigation
ultimately will go forward.  Moreover, the Directors and
Officers' purported indemnification rights in a non-bankruptcy
lawsuit are not a sufficient basis for extending the automatic
stay to the defendants.

Thus, the Debtors' arguments for an injunction boils down to the
alleged "interference" with the reorganization that will
supposedly ensue if Kensington and Springfield are not enjoined
from proceeding with the New York Litigation.  However, Owens
Corning has not and cannot meet its burden of demonstrating that
permitting the New York Litigation to proceed will have any
adverse effect on its ability to formulate a reorganization plan.  

Even if Owens Corning had demonstrated a basis for some
protection, their request is far too broad.  Owens Corning seeks
to bring the New York Litigation to a complete halt.  Thus, Owens
Corning argues that requiring the Directors and Officers in the
New York Litigation to do anything therein will unduly interfere
with its reorganization.  "This argument is ludicrous," Mr.
Baldwin says.  The need for the Directors and Officers to file
responsive pleadings like an answer or motions of the type, which
are typically made in the early stages of a lawsuit in the New
York Litigation will not unduly interfere with the bankruptcy
case.  Most of the work on any pleadings will be done by the
Directors and Officers' attorneys who are not and could not
counsel for the Debtors in their Chapter 11 cases.  Similarly, it
is hard to fathom how document production request and other
discovery directed at five former Directors and Officers, as
third-party witnesses, or even at the other Directors and
Officers in their individual capacities, would "interfere" with
the Debtors' reorganization.

In short, the "blunderbuss" request sought by the Debtors is
inappropriate.  Any restrictions that the Court imposes on the
continued prosecution of the New York Litigation should be
carefully tailored to deal with only those elements of the
litigation that truly might have a materially adverse impact on
the reorganization process.

                      Owens Corning Responds

Norman L. Pernick, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, points out that the need for extension of the automatic
stay or for a preliminary injunction to enjoin Kensington and
Springfield from proceeding with the New York Litigation is now
more clear than ever.  On October 15, 2003, Credit Suisse First
Boston, as Agent for the prepetition Bank Lenders under the 1997
Credit Agreement, and the leader of the "Bank Group" of creditors
-- of which Kensington and Springfield are members -- filed an
Adversary Complaint in the Owens Corning bankruptcy cases to
impose a constructive trust.  The CSFB Adversary is based on the
factual allegations and causes of action identical to those
asserted in the New York Complaint.  Thus, the very same
assertions that gave rise to the New York Complaint are now
before the Bankruptcy Court, obviating any argument that a stay
of the New York Litigation will deprive Kensington and
Springfield of a forum for this dispute.

At the same time, the commencement of the CSFB Adversary makes
clear the harm to Owens Corning's reorganization and the threat
to the Bankruptcy Court's jurisdiction from pursuing the New York
Litigation.  Absent suspension of one or the other lawsuit, Owens
Corning and its Directors and Officers will be subjected to
duplicative discovery, duplicative motions, and possibly
duplicative and inconsistent results.  To preserve the Bankruptcy
Court's control over Owens Corning's reorganization as a whole,
and ensure that all late-filed claims are heard at the
appropriate time so as not to disrupt the progress of the
reorganization, the Bankruptcy Court must stay or enjoin the New
York Litigation.

Mr. Pernick also points out that Kensington and Springfield
utterly failed to refute the previously asserted bases for
staying or enjoining the New York Litigation, including:

   (1) the indemnification obligations that bind the economic
       interests of Owens Corning to those of its Directors and
       Officers;

   (2) the agency, respondeat superior and collateral estoppel
       effects that could bind Owens Corning to the
       determinations in the New York Litigation in any
       subsequent litigation;

   (3) the massive distraction that the New York Litigation will
       create for Michael H. Thaman, other current Directors of
       Owens Corning named as defendants in the New York
       Litigation, and other Owens Corning senior management that
       must divert attention from reorganization and operations
       to assist in the defense of the New York Litigation; and

   (4) the clear fact that Kensington and Springfield brought the
       New York Litigation for the purpose of disrupting Owens
       Corning's Plan process -- or extracting excessive
       concessions to allow the Plan to proceed.

In an apparent attempt to conceal their obvious purpose in
bringing these dilatory claims, Mr. Pernick notes that Kensington
and Springfield would have the Court believe that they only
discovered the basis for their claims on September 10, 2002, when
the Official Committee of Unsecured Creditors filed, as an
exhibit to a pleading, a copy of Owens Corning's March 12, 2000
Presentation to the National Settlement Program Executive
Committee.  Nothing could be further from the truth, Mr. Pernick
argues.  The information regarding the March 12, 2000
Presentation was produced to the Commercial Committee, of which
Kensington and Springfield are members, no later than August 27,
2001.  Moreover, Credit Suisse was advised in a May 9-10, 2000
Presentation given by Mr. Thaman and others to the Bank Group of
the very financial concerns which they now claim Owens Corning
concealed from them.  In short, Mr. Pernick contends that the
suggestion that Kensington and Springfield's undue delay in
bringing their claims is attributable to the fact that they only
recently discovered the facts underlying the New York Complaint
is utter balderdash.

Unable to refute the Debtors' arguments, Kensington and
Springfield instead rely heavily on the assertion that Owens
Corning did not seek to stay or enjoin two other unrelated
lawsuits against its Directors and Officers -- in "John Hancock
Insurance Co. v. Goldman Sachs & Co., et al." and "Greenburg v.
Hiner."  Owens Corning does not seek the Court's intervention in
outside litigation lightly.  There are very significant
differences between these cases, including the different timing
of the filing of each and the different capacity of each to
threaten Owens Corning's successful reorganization, which require
different treatment.  Certainly, the tincture of bad-faith timing
as part of a coordinated attack on the overall reorganization
process did not appear with respect to either the John Hancock or
Greenburg Action.  Moreover, the Debtors have not perceived
either the John Hancock or the Greenburg Action as sufficiently
distracting to warrant seeking a stay or injunction.  If that
changes in the future, Owens Corning reserves the right to seek
appropriate relief.  In any event, it is not clear why the
existence of these two actions -- to the extent that they are a
distraction -- can justify loading on an additional distraction
just as Owens Corning enters this critical stage of
reorganization.  

Thus, the facile analogy to the John Hancock and Greenburg
Actions, upon which Kensington and Springfield rely, must fail.  
Their argument, like their Opposition in general, is wrong on the
law, wrong on the facts, and wrong about the merits of the stay.

            Parties Stipulate on Admission of Evidence

To ensure that the Court has full access to correct facts, Owens
Corning, Kensington and Springfield agree that:

   1. Owens Corning may seek to introduce evidence to refute the
      evidence offered by Kensington and Springfield.  Kensington
      and Springfield reserve all rights to object to the
      admission of evidence;

   2. If a material factual dispute arises between the parties,
      either party may make application to the Court for relief;

   3. In the event of a material change in the status of the
      Adversary Action or the New York Litigation before the
      Court rules on the preliminary injunction, nothing will
      prejudice the right of Owens Corning, Kensington or
      Springfield to seek the Court's intervention.

                        More Submissions

Owens Corning wants to introduce additional materials as
evidence.  Owens Corning intends to introduce and rely on the
filing of the CSFB Adversary as support for its request to stay
or enjoin the New York Litigation.  Owens Corning describes the
similarities between the CSFB Adversary and the New York
Complaint filed by Kensington and Springfield.  Owens Corning
argues, inter alia, that the filing of the CSFB Adversary raised
myriad problems associated with multiple litigation.  Owens
Corning also includes five exhibits:

   (1) Exhibit A is a letter to Lowell Gordon Harriss, of
       Davis, Polk and Wardwell, from Roger E. Podesta, Esq. of
       Debevoise & Plimpton, dated August 27, 2001.  It was
       offered to refute the assertion of fact made and relied
       upon by Kensington and Springfield in their Opposition
       that they had no knowledge of the facts underlying the
       New York Complaint until September 10, 2003.  Exhibit A
       demonstrates that Kensington and Springfield's
       representatives had access to those facts since at least
       August 27, 2001;

   (2) Exhibit B is a May 9-10, 2000 Presentation by Owens
       Corning to CSFB and other members of the Bank Group.  
       Owens Corning relied on the existence of the May 10, 2000
       Presentation in its Verified Complaint in this adversary
       action.  Hence, the existence of this evidence was
       already before the Court.  This document was offered for
       the same purpose as Exhibit A.  Exhibit B demonstrates
       that Credit Suisse, which serves as agent to Kensington,
       Springfield, and their predecessors, had knowledge of the
       facts underlying the New York Complaint from at least May
       of 2000.  Exhibit B is also a part of the evidentiary
       record in the Owens Corning bankruptcy, having been
       offered and accepted into evidence as Exhibit 596 at the
       hearing on substantive consolidation;

   (3) Exhibit C is a the unreported opinion of the court in
       Tara M. v. City of Philadelphia, 1998 U.S. Dist. LEXIS
       12184 (E.D. Pa. August 7, 1998), a copy of which was
       supplied in accordance with Rule 7.1.3(a)(G) of the Local
       Rules of Bankruptcy Practice and Procedures of the United
       States Bankruptcy Court for the District of Delaware.  As
       this opinion is not offered as evidence, but as support
       for an argument, it is not subject to the Stipulation;

   (4) Exhibit D is the hearing transcript from the substantive
       consolidation hearing before Judge Wolin.  This
       transcript page is offered in refutation of the argument,
       offered by Kensington and Springfield, that the John
       Hancock Action is similar in status and effect to the New
       York litigation.  Mr. Rahl's comment confirms that the
       John Hancock Action will not have the same disruptive
       effect on the Owens Corning bankruptcy as is threatened
       by the New York Litigation; and

   (5) Exhibit E is an e-mail from Gordon Novod, Esq., of
       Kramer, Levin, Naftalis & Frankel LLP to Edith K. Altice,
       Esq., of Saul Ewing LLP, dated July 29, 2003.  The e-mail
       simply lists the 54 members of the Bank Group and is
       offered solely to rebut the assertion that Kensington and
       Springfield can, through stipulation, resolve the problem
       that any determination in the New York Litigation could
       have an issue or claim preclusive effect on Owens Corning
       itself.  The e-mail is not offered for the truth of the
       matter asserted, i.e. the identities of the current Bank
       Group, but merely to refute Kensington and Springfield's
       claim, demonstrating that their  proposed stipulation is
       of no benefit in light of the many other parties that
       might still be able to assert issue or claim preclusion.

          Kensington and Springfield Object to Evidence

Kensington and Springfield refuse to accept the new documents
Owens Corning submitted.  Kensington and Springfield complain
that Owens Corning violated the Stipulation by describing the
CSFB Adversary and introducing exhibits as part of its Reply.  
Kensington and Springfield suggest that, in the event the Court
permits reference to the CSFB Adversary, then they should be
permitted to introduce and rely upon three additional documents.

               Owens Asks Court to Admit Evidence

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, relates that the materials submitted and referenced by
Owens Corning are permissible under the parties' Stipulation and
necessary to ensure that the Court has full access to correct
facts.  Ms. Stickles notes that Kensington and Springfield have
been provided advanced notice of Owens Corning's intent to
include the new materials.

Exhibits A, B, D and E were offered in accordance with the
Stipulation, to rebut Kensington and Springfield's incorrect
assertions of fact concerning their state of knowledge of the
facts underlying the New York Complaint.  Absent the right to
rebut assertions of fact, either party can make incorrect
representations to the Court without refutation.  Clearly, no
party would want the Court to rely or rule on the basis of
representations to the Court, which prove to be incorrect.

The Stipulation envisaged a procedure under which, should a
material dispute of fact arise, the parties could make
application to the Court for protection.  To the extent
Kensington and Springfield would have the Court accept their
assertion that they did not learn the facts underlying their New
York Complaint until September 2002, then there is a material
dispute of fact.  In such event, pursuant to the Stipulation,
Owens Corning ask the Court to introduce Exhibits A, B, D, and E
as evidence.

Pursuant to the Stipulation, the evidence of the CSFB Adversary
is permitted to rebut, inter alia, Kensington and Springfield's
denial that they are the stalking horse for the Bank Group.  The
CSFB Adversary itself provides the evidence that Kensington and
Springfield deny.

Evidence of the filing of the CSFB Adversary is also permissible
as an "event of a material change in the status" of the Adversary
Action pursuant to the Stipulation.  The CSFB Adversary
transformed the Bank Group's Disclosure Statement Objection upon
which Owens Corning relied in its initial memorandum seeking to
stay or enjoin the New York Litigation into an actual adversary.

               Parties Stipulate to Allow Exhibits

The parties agree that the prior Stipulation will remain in full
force and effect, except with respect to Exhibits A to E, which
will be admitted as evidence.

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


PACIFIC GAS: Plan's Effective Date Can Be as Late as May 15, 2004
-----------------------------------------------------------------
Many of the conditions precedent in the Confirmed Settlement Plan
of the Reorganized Pacific Gas and Electric Company and its
debtor-affiliates are tied to the successful completion of the
various financings provided under the Plan, including the sale and
issuance of New Money Notes and the arrangement of various credit
facilities and programs to be available to Reorganized PG&E on the
effective date of the Plan.  After devoting many months and
considerable resources, PG&E believes that it will achieve a
Distribution Record Date in late March or early April 2004 and an
Effective Date in mid-April 2004, which is very close to the
original March 31, 2004, target date.  To allow some modest leeway
for unanticipated slippage in the current targeted Effective Date,
PG&E believes that it reasonable to provide that the Effective
Date occur by May 15, 2004.

PG&E, PG&E Corp. and the Official Committee of Unsecured
Creditors believe that amending the anticipated Effective Date to
May 15, 2004 is presently more desirable than a waiver provision
under the Plan.  The alternative of simply waiving or otherwise
satisfying the temporal Effective Date requirements at the
present time does not appear as desirable, inasmuch as the waiver
route would provide no objective temporal limit on the Effective
Date.

At PG&E's request, Judge Montali authorizes the Plan Proponents
to modify the confirmed Plan to reflect the substitution of
"May 15, 2004" for the currently indicated "March 31, 2004"
Effective Date.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly-owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and  $22,152,000,000 in
debts. (Pacific Gas Bankruptcy News, Issue No. 73; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PARADIGM MEDICAL: Names Aziz Mohabbat as New COO
------------------------------------------------
The Board of Directors of Paradigm Medical Industries, Inc.
(OTCBB:PMED.OB) (OTCBB:PMEDW.OB) announced the appointment of Aziz
A. Mohabbat as Vice President of Operations and Chief Operating
Officer, effective immediately. He replaces David Cullumber, who
resigned.

Mr. Mohabbat, 44, had previously served as the Company's COO and
Vice President of Operations from 2001 to March 2003.

"Mr. Mohabbat's return is a major plus for us," said Paradigm
Medical Board member Dr. David M. Silver, "especially with the
appointment of John Yoon as the Company's Chief Executive Officer.
They form the backbone of a senior management team that is
dedicated to meeting the challenges of moving Paradigm Medical
toward its goal of sustainable growth."

"Teamwork and quality control are essential to achieving goals,"
Mr. Mohabbat noted. "My initial task is to address any product
quality shortfalls. My motto is 'excellence through quality,' and
I am dedicated to improving our on-time delivery and quality
assurance commitments. I will also be upgrading our products to
maintain the Company's competitiveness through quality
manufacturing practices."

Mr. Mohabbat rejoins Paradigm Medical after serving as Division
Manager of the Medical Division of TUV Rheinland of North America
(a medical products safety and compliance services company) for
the last year. During 2000-2001 Mr. Mohabbat served as Managing
Director of Paradigm Medical's San Diego Division, and in 1999-
2000 as the Company's Regulatory Affairs and Quality Assurance
Manager.

Mr. Mohabbat received a BS degree in Medical Laboratory Technology
from the St. George Hospital College in Hamburg, Germany.

Paradigm Medical Industries, Inc., currently develops,
manufactures and markets surgical and diagnostic high-tech,
proprietary equipment and consumable products for the medical
industry. The Company's corporate headquarters are located at 2355
South 1070 West, Salt Lake City, Utah 84119. Call (801) 977-8970
or visit its Web site at http://www.paradigm-medical.com/

As reported in the Troubled Company Reporter's February 9, 2004
edition, Paradigm Medical Industries Inc. reported that due to the
company's declining sales, significant recurring losses and cash
used to fund operating activities, the auditors' report for the
year ended  December 31, 2002 included an explanatory paragraph
that expressed  substantial doubt about the Company's ability to
continue as a going concern.  


PARMALAT: Court Declares Utility Companies are Adequately Assured
-----------------------------------------------------------------
Pursuant to Section 366 of the Bankruptcy Code, within 20 days
after the Petition Date, a utility company may not discontinue
service to a debtor solely on the basis of the commencement of
the case or the failure of the debtor to pay a prepetition debt.  
Following the 20-day period, however, utilities may discontinue
service to the debtor if the debtor does not provide adequate
assurance of future performance of its postpetition obligations.

However, Gary T. Holtzer, Esq., at Weil, Gotshal & Manges LLP, in
New York, tells Judge Drain that an interruption of any utility
service would severely disrupt the U.S. Parmalat Debtors' business
operations, resulting in irreparable harm to Debtors'
restructuring efforts.  In connection with the operation of their
businesses and management of their properties, the Debtors obtain
electricity, telephone, water, sewer and other utility services
from a number of utility companies.  If the Utility Companies are
permitted to terminate Utility Services on the 21st day after the
Petition Date, the Debtors will be forced to cease operation of
their facilities, resulting in a substantial loss of sales and
revenues.

The U.S. Debtors are willing to provide the Utility Companies
with adequate assurance by providing them with administrative
expense claims for unpaid Utility Services during the
postpetition period, pursuant to Sections 503(b) and 507(a)(1) of
the Bankruptcy Code.  The Proposed Adequate Assurance is without
prejudice to the rights of any Utility Company to request for
additional assurance for itself.

The U.S. Debtors believe that the Proposed Adequate Assurance --
explicitly granting administrative expense priority to any
postpetition utility obligations -- will provide more than
sufficient protection to the Utility Companies.  Mr. Holtzer
reminds Judge Drain that GE Capital Corporation has agreed to
provide the U.S. Debtors with a $35,000,000 postpetition
financing facility, which should enable the Debtors to pay all
their postpetition obligations, including those owed to the
Utility Companies.

Mr. Holtzer also notes that the Debtors have an excellent
prepetition payment history with the Utility Companies.  There
are no significant defaults or arrearages with respect to
undisputed Utility Service invoices, other than possible payment
interruptions caused by the preparation for and commencement of
the Chapter 11 cases.  Mr. Holtzer assures the Court that the
Debtors will continue to pay all undisputed postpetition
obligations, including utility bills, as billed and when due.

Consequently, Judge Drain prohibits the Utility Companies from
altering, refusing or discontinuing the Utility Services on
account of prepetition invoices.  Until further Court order or an
agreement between any Utility Company and the U.S. Debtors, Judge
Drain rules that the Utility Companies are adequately assured of
future performance.  Any unpaid postpetition charges for Utility
Services will constitute actual and necessary expenses of
preserving the Debtors' estates, entitling the Utility Companies
to an administrative expense priority under Section 507(a)(1).

The Order is without prejudice to the rights of any of the
Utility Companies to seek additional assurances of payment in the
form of deposits or other security until March 27, 2004.  In the
event the U.S. Debtors believe that a timely request for
additional adequate assurances is unreasonable, within 30 days of
receipt of the request, the Debtors may file a motion for
determination of adequate assurance of payment.  The Utility
Companies will be deemed to have adequate assurance of payment
until a Court order is entered in connection with the
Determination Motion.

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)   


PENTHOUSE: Acquires Internet Billing Company for $23.5 Million
--------------------------------------------------------------
Penthouse International (OTCBB:PHSL), a diversified holding
company with operating subsidiaries in adult entertainment and
real estate, announced that its newly formed subsidiary, Media
Billing LLC, has acquired from InterCept, Inc. (Nasdaq:ICPT), 100%
of the equity of Internet Billing Company LLC. ("iBill"). The
transaction, valued at approximately $23.5 million, included a $20
million assumption by Penthouse of certain obligations relating to
iBill. Penthouse's majority shareholder, and an affiliate of a
major U.S. insurance company have provided financial backing in
connection with the transaction.

iBill is a leading e-commerce company focused on enabling
businesses to market and sell their products over the Internet,
including online subscriptions. iBill also manages all back-office
functions including reporting, tracking, customer service and
sales transactions. Its services are powered by technology that
integrates online payment processing, fraud control, affiliate
management and financial reporting and tracking.

Over the last five years, iBill has successfully processed over
$2.0 billion in online subscriptions representing tens of millions
of consumer transactions. iBill believes that thousands of iBill
clients have demonstrated that the Internet is an efficient sales
distribution channel for entertainment content. Founded in 1997,
iBill has been cash flow positive for the past five years, and has
positioned itself as one of the more profitable e-commerce
business models born from the dot-com era.

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

According to an independent consulting firm, consumers will make a
purchase decision up to 400% more often with a trusted brand name,
as opposed to unbranded products and services. As such, branded
services command a significant premium over unbranded products and
services. As a traditional media company, Penthouse has
historically relied upon printed publications and magazine
subscriptions. With its acquisition of iBill, Penthouse believes
that numerous economic synergies will exist between iBill and its
media companies, including the ability to offer iBill clients
access to the PENTHOUSE brands and, at the same time, generate new
sources of recurring revenue for Penthouse.

According to Claude Bertin, Executive Vice President of Penthouse:
"Our clients will have access to a range of new branded services
designed specifically to make their online businesses more
profitable. We believe there is no more potent online combination
for adult entertainment than iBill and Penthouse."

After the iBill transaction, Penthouse International has four
operating subsidiaries, including PH Realty Associates LLC which
completed in February 2004 a $24.0 million placement of 7.5% Notes
and the related acquisition of the New York City Guccione mansion.
General Media, a subsidiary of Penthouse, and subsidiaries of
General Media are currently debtors in a bankruptcy case pending
in the United States Bankruptcy Court for the Southern District of
New York. On March 4, 2004, Penthouse filed its proposed first
amended and restated plan of reorganization to be financed
primarily through debt and equity financing to be provided by its
principal stockholder, affiliates of Dr. Luis Enrique Fernando
Molina G., as well as an institutional investor. Penthouse has
disclosed in excess of $116 million in financing commitments in
recent weeks.

"Penthouse and iBill have my fullest support," said Dr. Molina.

iBill was acquired from Intercept, Inc. (Nasdaq:ICPT), which
divested of the iBill division as part of a plan to focus on its
core business of outsourced technology solutions to community
banks.

             About Penthouse International, Inc.

Penthouse International, Inc., through its 99.5% owned
subsidiaries General Media, Inc. and Del Sol Investments LLC, is a
brand-driven global entertainment business founded in 1965 by
Robert C. Guccione. General Media's flagship PENTHOUSE brand is
one of the most recognized consumer brands in the world and is
widely identified with premium entertainment for adult audiences.
General Media caters to men's interests through various
trademarked publications, movies, the Internet, location-based
live entertainment clubs and consumer product licenses. General
Media licenses the PENTHOUSE trademarks to third parties worldwide
in exchange for recurring royalty payments.

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


PILLOWTEX CORP: Gets Clearance for Season Release Agreement
-----------------------------------------------------------
Season Spirit, Inc. and Debtor Pillowtex Corporation are parties
to a certain supply agreement dated December 17, 2001.  Pursuant
to the Supply Agreement, Season has in its possession certain
goods amounting to approximately $5,309,133.  According to
Gilbert R. Saydah, Jr., Esq., at Morris Nichols Arsht & Tunnel,
in Wilmington, Delaware, Season has received payment for the
goods from the Debtors prior to the Petition Date.

The Debtors have demanded the release of the Paid Goods but
Season refused.  Season insisted that it had a possessory lien on
the Paid Goods, securing the Debtors' obligation to pay storage
costs.

Thus, Season asserted that it is entitled to withhold delivery of
the Paid Goods unless and until the Debtors pay the Obligation.

The Debtors intend to sell or otherwise dispose of the Paid Goods
free and clear of any liens, claims, encumbrances and interests of
Season.

The parties reached a compromise on these terms:

A. Season will release the Paid Goods to Pillowtex or a shipper
   or other designated agent as soon as practicable.  Due to the
   volume of goods, at least two weeks will be required for all
   the Paid Goods to be prepared for shipping and removal from
   Season's warehouse.  The Paid Goods will be shipped in
   multiple shipments, provided, that if Season has received the
   payment before March 23, 2004, then shipments of the Paid
   Goods will commence not later than March 23, 2004.  The
   parties will effect an orderly release and delivery of the
   Paid Goods to Pillowtex's possession or its designated
   agent, in accordance with these procedures:

   (a) For each shipment, Season will set aside, in an area in
       its facility, cartons containing the Paid Goods to be
       shipped, and permit a Pillowtex representative or
       designee access to the area to inspect the cartons.
       Season will also permit the Pillowtex representative or
       designee to monitor the packing and loading of the
       cartons to Pillowtex's designated shipper;

   (b) Prior to dispatch of the shipment, Pillowtex will
       confirm receipt by providing written acknowledgement of
       receipt and if a commercial shipper is used, the
       parties will cooperate to obtain from the shipper a
       signed bill of lading; and

   (c) The parties will also take other actions that are
       necessary for the orderly release and delivery of the
       Paid Goods, provided that neither party will be
       required to take any action that is not standard in the
       industry.

B. Pillowtex or its designated shipper will supply pallets
   necessary to load the cartons containing the Paid Goods.
   Season will bundle and wrap the Paid Goods to prepare for
   shipping, provided Pillowtex will pay $36,100 for the service
   in advance of the first shipment.  Season will not be entitled
   to any other payments in respect of the costs associated with
   the packing, loading, bundling, wrapping and shipment of the
   Paid Goods.  Season will use its reasonable best efforts to
   ensure that no fewer than two shipments of the Paid Goods are
   available to be actually shipped per business day.

C. The release of the Paid Goods will be without prejudice to any
   and all rights, remedies, claims, actions of whatever nature
   and that all the rights are preserved and have the same
   validity and effect as though the Paid Goods were not
   released.  Without limiting any of the prior provisions of
   the Stipulation:

   (a) Pillowtex will not assert in any action or proceeding
       Season's release of the Paid Goods or the fact that
       Season does not have possession of the Paid Goods as a
       defense or element of a defense to Season's contention
       that it was entitled to withhold delivery of the Paid
       Goods pending payment of the Obligation, or seek to admit
       the foregoing into evidence for the purpose of, or assert
       that the foregoing have probative value with respect to,
       a determination of whether Season had the right to
       withhold delivery of the Paid Goods pending payment of
       the Obligation.  Any attempt by Pillowtex to assert that
       defense will be void and of no force and effect; and

   (b) Season will not assert in any action or proceeding
       Pillowtex's entry into the Stipulation as a defense or
       element of a defense to Pillowtex's contention that it
       was entitled to take delivery of the Paid Goods prior to
       payment of the Obligation, or seek to admit the foregoing
       into evidence for the purpose of, or assert that the
       foregoing have probative value with respect to, a
       determination of whether Pillowtex had the right to take
       delivery of the Paid Goods prior to payment of the
       obligation.  Any attempt by Season to assert that defense
       will be void and of no force and effect.

D. Subject to any necessary approvals of the Bankruptcy Court,
   Pillowtex may take possession of the Paid Goods, and may sell
   the Paid Goods free and clear of any claims, encumbrances, or
   interests of Season, provided that Pillowtex will, upon
   closing of any one or more transactions for the sale of the
   Paid Goods, cause the lesser of the proceeds of all sales and
   an amount equal to the Obligation to be deposited at closing
   into a segregated, interest bearing escrow account, pending a
   final determination of the Bankruptcy Court as to the parties'
   rights.  The claims, encumbrances, and interests of Season, if
   any, with respect to the Paid Goods that were in existence
   immediately before the release of the Paid Goods will attach
   to the Deposit, and will be senior and superior to the claims,
   encumbrances and interests of any third party, except to the
   extent, at all, any party had any claim, encumbrance or
   interest in or to the Paid Goods senior and superior to
   Season's rights, claims, encumbrances or interests in the Paid
   Goods prior to its release.  As promptly as practicable after
   a final judicial determination of the parties' rights, the
   funds in the Deposit will be paid as provided in the final
   determination.  Each party will not object to a motion by the
   other party seeking the determination of rights on the grounds
   that the matter must be initiated by the filing of a complaint
   or determined pursuant to an adversary proceeding or on
   similar procedural grounds.

The Official Committee of Unsecured Creditors had no objection to
the Stipulation. Accordingly, the Court approved the Stipulation.

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)    


RELIANCE: Liquidator Asks Court to Affirm Contract Recommendations
------------------------------------------------------------------
M. Diane Koken, Insurance Commissioner of the Commonwealth of
Pennsylvania, as Liquidator of Reliance Insurance Company, asks
the Commonwealth Court:

   (a) to approve her recommendations affirming and disavowing
       certain categories of contracts; and

   (b) for authority to disavow all other executory contracts
       which have not been specifically affirmed.

Jerome B. Richter, Esq., at Blank Rome LLP, tells the
Commonwealth Court that in accordance with Pennsylvania Law, the
Liquidator is authorized to affirm or disavow certain contracts
to which RIC is a party.  In this process, the Liquidator was
responsible for:

   -- reviewing over 7,000 contracts;

   -- determining the contract's value to the liquidation estate;
      and

   -- preventing prejudice that may befall the estate should
      disadvantageous contracts are inadvertently affirmed.

Since October 3, 2001, a Review Group, comprised of members of
the liquidation staff, senior RIC managers, RIC legal staff and
others hired to specifically assist with the task, identified all
RIC executory contracts and gathered information to determine
whether to disavow the contracts.  The review process was
complicated due to RIC's lack of a central filing system for
contracts, the decentralized business structure and loss of
knowledgeable staff since May 29, 2001.  Due to the volume of
contracts, the Liquidator established a database to aid the
evaluation process.

In early March 2002, the Liquidator determined that the review
process would require additional time due to the number of
contracts and the complex factual and legal questions presented.  
In some cases, the Liquidator's consideration of the appropriate
disposition of a contract was inextricably linked with a claim or
potential claim, both secured and unsecured, against the RIC
estate by the contracting party.

                            Disavowals

The Liquidator identified contracts and categories of contracts
that are inconsistent with the goals of liquidation and are not
in the best interests of the estate.  The Liquidator disavows
these contracts:

   -- A.M. Best Company,
   -- ACL Service,
   -- ACP Office,
   -- Associated Houston Management,
   -- AT&T,
   -- Bedford Property Investors,
   -- Bloomberg,
   -- Brandywine Grande,
   -- Carnegie VII,
   -- Charter One Bank,
   -- Citicorp,
   -- CK-Preston Ridge Associates,
   -- Columbus Metairie Properties,
   -- Corporate Gatekeeping,
   -- CSC,
   -- Deloitte & Touche,
   -- Diamond Plaza,
   -- Digex,
   -- DRL LP,
   -- Equity Office Properties,
   -- Factiva,
   -- Gregory D. Stoyle,
   -- HQ Global Workplaces,
   -- Independence Communications,
   -- Insurance Management Services,
   -- Interior Foliage Design,
   -- John Hancock Mutual Life,
   -- Knickerbocker Properties,
   -- Logaiguard Partners,
   -- Lovitt & Touche,
   -- Lowe Enterprises,
   -- Lynn Corp Investments,
   -- McKay Investments,
   -- Mellon Leasing,
   -- Morrell 1100 Associates,
   -- New Boston Winding Brook,
   -- NYC Growth Markets,
   -- One Clearlake Centre,
   -- State Teacher's Retirement System - Ohio,
   -- PHH Arval,
   -- Pitney Bowes Credit,
   -- Pitney Bowes Software,
   -- Pitney Bowes Capital,
   -- Prentiss Properties,
   -- Prospect West A,
   -- Risk Management Solutions,
   -- Riverfront Office Buildings,
   -- Seafirst Center,
   -- SEBCO,
   -- Sierra Software Technology,
   -- Silver Plume,
   -- Spectrum Waples Street,
   -- SS&C Technologies,
   -- Sun Life Assurance Company-Canada,
   -- Westover Cos.,
   -- Tower Leasing,
   -- Troy Place I Associates,
   -- UniSure,
   -- Verizon,
   -- Westminster Part Partners,
   -- White Plains Realty Associates,
   -- WHLC Real Estate LP,
   -- Willis-Coroon construction-Dallas,
   -- Woodlands Tower III,
   -- X ALD,
   -- Xerox, and
   -- XTEND Communications

The Liquidator determined that certain categories of RIC
contracts are inconsistent with the goals of liquidation and
should be disavowed.  As a result, the Liquidator asks the
Commonwealth Court to disavow these categories of contracts:

   (1) Unfunded Claims Settlement Agreements

       These are formal and informal agreements, either executed
       prior to liquidation or in various stages of negotiations.
       In many instances, these Agreements do not amount to
       enforceable contracts, to fund or pay claims prior to and
       during the rehabilitation, up to the liquidation date.
       Affirming these contracts and paying the underlying claims
       would violate the exclusive proof of claim procedures and
       would constitute impermissible preferences as to other
       claimants.  These contracts must be disavowed on a
       categorical basis because RIC did not maintain a central
       repository for such claims information.  Thus, the only
       way to identify each unfunded claim settlement agreement
       would be to review all RIC's open claim files.  There are
       hundreds of thousands of such claim files that are
       predominately held by various state guaranty associations.

   (2) Other Contracts to be Disavowed

       The Liquidator is authorized to cancel all executory
       contracts to which an insolvent insurer is a party.  As a
       result, the Liquidator has determined that she should
       disavow all executory contracts to which RIC was a party
       before May 29, 2001, whether known or unknown, except if
       renegotiated or worthy of affirmation.

                           Affirmations

Mr. Richter states that the Liquidator identified categories of
RIC contracts that are beneficial to the estates.  It is in the
policyholder's best interests to affirm these contracts to
maintain their legal status and viability.  The Liquidator wants
to affirm these categories of contracts:

   (1) Agreements Evidencing Policyholder Obligations to RIC
       (Collateral Agreements)

       These agreements outlined the policyholder's obligations
       to reimburse RIC for payment of a policy's deductible and
       the posting of collateral to secure its payment.  These
       contracts may take the form of letter agreements, formal
       written contracts or a series of correspondence between
       RIC and the insured.  The collateral agreements include
       trust agreements, premium agreements, aggregate loss cost
       agreements, paid loss premium agreements, deductible
       indemnification agreements and insurance program
       agreements.  There are over 900 collateral agreements in
       place securing $2,000,000,000 of policyholder obligations
       to RIC.

   (2) Third Party Administrator Contracts

       Prior to liquidation, RIC entered into agreements with
       Third Party Administrators who provided claims
       administration, handling, investigation and adjustment
       services.  Often, the TPAs maintained claim files and had
       first-hand interaction with policyholders and claimants in
       the resolution and settlement of claims.

       Many TPAs maintain claim files with claim information and
       other important policy data relevant to the determination
       of a policyholder's claim.  Failure to affirm these
       agreements may jeopardize the Liquidator's ability to
       access and safeguard this claim and policy information.
       At the time of liquidation, RIC was a party to 150 to 200
       TPA agreements, making it onerous to affirm each
       individually.  The Liquidator states that the TPA's
       services may be beneficial to the estates during the proof
       of claim review and approval process, facilitating prompt
       consideration, determination and resolution of disputes
       arising out of the policyholder and creditor claims.

       RIC's Claim Services Agreement with Cambridge Integrated
       Services is excluded in the group.  The disposition of the
       CSA will be the subject of a separate petition filed with
       the Court by the Liquidator.

   (3) Program Manager, Managing General Agent and Agency
       Agreements

       RIC conducted a large portion of its insurance business
       through Program Managers, Managing General Agents,
       Insurance Agents and Agencies.  The Agents were
       compensated through commissions and dealt directly with
       many RIC policyholders, often serving as the primary
       contact, receiving premium payments on behalf of RIC.

       In May 2001, RIC was party to 6,000 agreements with the
       Agents, under which they were authorized to write new or
       renewal business for RIC.  The authority was terminated
       shortly after rehabilitation.  Despite the termination,
       the Agents owe RIC additional duties and obligations,
       including payment obligations.  The Agency Agreements
       should be affirmed to safeguard RIC's rights to the
       premiums and to protect RIC's other rights and remedies
       under the contracts.

   (4) Miscellaneous Agreements (Structured Settlements)

       RIC was party to hundreds of Structured Settlements under
       which RIC was required to make payments over years, often
       establishing annuity and similar accounts to provide
       periodic distributions to insureds pursuant to the
       Settlements.  The Structured Settlements are not executory
       contracts in that they must be affirmed or disavowed.
       Accordingly, the Liquidator neither affirms nor disavows
       these contracts.

   (5) Post-May 29, 2001 Contracts

       RIC entered contracts after the Rehabilitation Order on
       May 29, 2001.  All executory contracts entered by RIC
       since that date is affirmed.

                     Renegotiated Contracts

The Liquidator renegotiated several contracts that were
potentially beneficial to the estates, but needed adjustment to
become decidedly so.  The contracts with these parties have been
renegotiated:

   -- AGL Investments,
   -- Amtares Management Solutions,
   -- Computer Associates International,
   -- Computer Task Group,
   -- Corporate Systems,
   -- Insurance Services Offices,
   -- NCCI,
   -- Peamibat Associates,
   -- SunGuard Computer Services,
   -- SunGuard Recovery Services,
   -- Verio,
   -- West Group, and
   -- Xerox

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)    


REMEDENT USA: Liquidity Problems Spur Going Concern Uncertainty
---------------------------------------------------------------
Remedent USA Inc. has incurred substantial net losses since
inception, and as of December 31, 2003, maintained a working
capital and shareholders' deficit of $535,499 and $491,566,
respectively, raising uncertainty about the Company's ability to
continue as a going concern. The Company has reassessed its
operations and business structure and has implemented a complete
corporate reorganization plan.  The plan includes the acquisition
of and expansion into diversified business ventures.

On July 1, 2001, the Company began developing, manufacturing,
marketing and distributing high-technology dental equipment. The
Company retained nine additional personnel, two engineers and
seven operations and finance, with strong backgrounds in the
business of high-technology dental equipment, and will market
dental curing and whitening lamps, interoral cameras and digital
X-ray s ystems. The Company previewed its first offering within
this market at dental shows around the world in October 2001, and
initiated shipments of initial units during the first quarter of
2002.

In connection with the Company's shift in focus to high technology
professional dental equipment, the Company discontinued the
operations of the Toothbrush Business on December 31, 2001, and on
March 14, 2002, the Company entered into an agreement to sell the
business to a third party distributor. The Company felt continued
dedication to this business would not be in its shareholders' best
interest. Additionally, with the business generating recurring net
losses and raising deficits, Company resources can be more
effectively utilized within these new markets. Throughout the
fiscal year ended March 31, 2002, as the Company had been
experiencing significant working capital shortages, the Company
had been downsizing this business in anticipation of a sale or
license of these operations. As such, the volume of the business,
revenues and expenses, had been significantly reduced from
previous fiscal years. For the fiscal year ended March 31, 2003,
and for the quarter ended December 31, 2003, as a result of the
implementation of this reorganization plan, gross profits
increased significantly and operating expenses, and the resulting
operating losses, have decreased substantially.

Management believes that if the Company can continue to make sales
of its products and satisfy delinquent accounts payable, the
Company can generate sufficient revenues and cash flows to sustain
operations. There can be no assurance that the Company will be
successful in its efforts and if unsuccessful in its efforts, it
may be necessary to undertake other actions to preserve asset
value.


RIVERBEND DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Riverbend Development Co., LLC
        P.O. Box 71494
        Salt Lake City, Utah 84171

Bankruptcy Case No.: 04-24561

Chapter 11 Petition Date: March 23, 2004

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Joel T. Marker, Esq.
                  McKay Burton & Thurman
                  170 South Main Street, Suite 800
                  Salt Lake City, UT 84101
                  Tel: 801-521-4135

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


RUBINCON VENTURES: Shoos Away Sellers & Taps Madson as New Auditor
------------------------------------------------------------------
On February 5, 2004, Rubincon Ventures Inc. dismissed Sellers &
Andersen, LLC as its independent accountants.

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

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

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


SOLECTRON: Selling Sensor Products Business to Schneider Electric
-----------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and integrated supply chain services,
signed a definitive agreement to sell its Kavlico sensor products
business to Schneider Electric, an international manufacturer of
electrical distribution, industrial control and automation
equipment, for approximately $195 million in cash.

Kavlico designs, manufactures and markets precision measurement
and control devices, including pressure, force, position and
multi-function sensors that are integral to advanced electronics
systems in the automotive, industrial and aerospace markets.

The transaction is part of the Solectron's previously announced
plan to sell certain assets that are not central to its future
strategy.

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


STRATUS SERVICES: Ability to Continue Operations is in Doubt
------------------------------------------------------------
At December 31, 2003, Stratus Services Group, Inc. had limited
liquid resources. Current liabilities were $23,601,396 and current
assets were $15,806,407.  The difference of $7,794,989 is a
working capital deficit, which is primarily the result of losses
incurred during the years ended September 30, 2003, 2002 and 2001.  
Current liabilities include a cash overdraft of $349,179, which is
represented by outstanding checks.  These conditions raise
substantial doubts about the Company's ability to continue as a
going concern.

The Company's continuation of existence is dependent upon the
continued cooperation of its creditors, its ability to generate
sufficient cash flow to meet its continuing obligations on a
timely basis, to fund the operating and capital needs, and to
obtain additional financing as may be necessary.

Management of the Company has taken steps to revise and reduce its
operating requirement, which it believes will be sufficient to
assure continued operations and implementation of the Company's
plans.  The steps include closing branches that are not
profitable, consolidating branches and reductions in staffing and
other selling, general and administrative expenses.

The Company continues to pursue other sources of equity or long-
term debt financings.  The Company also continues to negotiate
payment plans and other accommodations with its creditors.


TELETECH: Inks Multiyear Pact With Professional Services Firm
-------------------------------------------------------------
TeleTech Holdings, Inc. (Nasdaq: TTEC), a leading global provider
of customer solutions, announced a multiyear agreement with a
worldwide professional services firm to provide broadband
technical support and bilingual solutions for its client's
customers.

TeleTech utilizes centralized technology architecture that
supports the delivery of global solutions to impact business
efficiency, cost and overall service results. This advanced
technology solution provides the client with a single source for
customer metrics, helping them focus on analyzing and improving
the customer experience.

TeleTech was chosen for its ability to provide streamlined, rapid
program launches. The scope of work extends across multiple
countries and includes a vast number of highly trained customer
service representatives with sophisticated skill sets and
multilingual capabilities. By utilizing its scalable global
enterprise, TeleTech can quickly adapt to changing client and
customer needs.

"This unique partnership leverages our broadband solutions
capabilities and allows us to impact the customer experience,"
said William S. Beans, Jr., TeleTech's president, communications
and media. "We're excited about the opportunity to create more
jobs in the United States and internationally and to assist an
industry-leading company with our expertise, which will give the
client valuable insight into customer behavior."

                     ABOUT TELETECH

TeleTech is a global leader of integrated customer solutions
designed to help clients acquire, grow, and retain profitable
relationships with their customers. TeleTech has built a worldwide
capability supported by more than 33,000 professionals in North
America, Latin America, Asia-Pacific and Europe. For additional
information, visit http://www.teletech.com/

                          *   *   *

                LIQUIDITY AND CAPITAL RESOURCES

Historically, capital expenditures have been, and future capital
expenditures are anticipated to be, primarily for the development
of customer interaction centers, technology deployment and systems
integrations. The level of capital expenditures incurred in 2003
will be dependent upon new client contracts obtained by the
Company and the corresponding need for additional capacity. In
addition, if the Company's future growth is generated through
facilities management contracts, the anticipated level of capital
expenditures could be reduced. The Company currently expects total
capital expenditures in 2003 to be approximately $40.0 million to
$50.0 million, excluding the purchase of its corporate
headquarters building. The Company expects its capital
expenditures will be used primarily to open several new non-U.S.
customer interaction centers, maintenance capital for existing
centers and internal technology projects. Such expenditures are
expected to be financed with internally generated funds, existing
cash balances and borrowings under the Revolver.

The Company's Revolver is with a syndicate of five banks. Under
the terms of the Revolver, the Company may borrow up to $85.0
million with the ability to increase the borrowing limit by an
additional $50.0 million (subject to bank approval) within three
years from the closing date of the Revolver (October 2002). The
Revolver matures on December 28, 2006 at which time a balloon
payment for the principal amount is due, however, there is no
penalty for early prepayment. The Revolver bears interest at a
variable rate based on LIBOR. The interest rate will also vary
based on the Company leverage ratios (as defined in the
agreement). At June 30, 2003 the interest rate was 2.5% per annum.
The Revolver is unsecured but is guaranteed by all of the
Company's domestic subsidiaries. At June 30, 2003, $39.0 million
was drawn under the Revolver. A significant restrictive covenant
under the Revolver requires the Company to maintain a minimum
fixed charge coverage ratio as defined in the agreement.

The Company also has $75 million of Senior Notes which bear
interest at rates ranging from 7.0% to 7.4% per annum. Interest on
the Senior Notes is payable semi-annually and principal payments
commence in October 2004 with final maturity in October 2011. A
significant restrictive covenant under the Senior Notes requires
the Company to maintain a minimum fixed charge coverage ratio.
Additionally, in the event the Senior Notes were to be repaid in
full prior to maturity, the Company would have to remit a "make
whole" payment to the holders of the Senior Notes. As of June 30,
2003, the make whole payment is approximately $11.9 million.

During the second quarter of 2003, the Company was not in
compliance with the minimum fixed charge coverage ratio and
minimum consolidated net worth covenants under the Revolver and
the fixed charge coverage ratio and consolidated adjusted net
worth covenants under the Senior Notes. The Company has worked
with the lenders to successfully amend both agreements bringing
the Company back into compliance. While the Revolver and Senior
Notes had subsidiary guarantees, they were not secured by the
Company's assets. In connection with obtaining the amendments, the
Company has agreed to securitize the Revolver and Senior Notes
with a majority of the Company's domestic assets. As part of the
securitization process, the two lending groups need to execute an
intercreditor agreement. If an intercreditor agreement is not in
place by September 30, 2003, the lenders could declare the
Revolver and Senior Notes in default. The lenders and the Company
believe they will be able to execute the intercreditor agreement
by September 30, 2003. However, no assurance can be given that the
parties will be successful in these efforts. Additionally, the
interest rates that the Company pays under the Revolver and Senior
Notes will increase as well under the amended agreements. The
Company believes that annual interest expense will increase by
approximately $2.0 million a year from current levels under the
Revolver and Senior Notes as amended. The Company believes that
based on the amended agreements it will be able to maintain
compliance with the financial covenants. However, there is no
assurance that the Company will maintain compliance with financial
covenants in the future and, in the event of a default, no
assurance that the Company will be successful in obtaining waivers
or future amendments.

From time to time, the Company engages in discussions regarding
restructurings, dispositions, mergers, acquisitions and other
similar transactions. Any such transaction could include, among
other things, the transfer, sale or acquisition of significant
assets, businesses or interests, including joint ventures, or the
incurrence, assumption or refinancing of indebtedness, and could
be material to the financial condition and results of operations
of the Company. There is no assurance that any such discussions
will result in the consummation of any such transaction. Any
transaction that results in the Company entering into a sales
leaseback transaction on its corporate headquarters building would
result in the Company recognizing a loss on the sale of the
property (as management believes that the current fair market
value is less than book value) and would result in the settlement
of the related interest rate swap agreement (which would require a
cash payment and charge to operations of $4.7 million).


UNITED AIRLINES: Proposes Pact Settling $290M+ Kreditanstalt Claim
------------------------------------------------------------------
On May 7, 2003, Kreditanstalt fur Wiederaufbau filed Claim No.
32891 against UAL Corporation in an unliquidated amount of at
least $290,879,364.

The Debtors ask Judge Wedoff to approve their stipulation with
KfW to settle Claim No. 32891.

The Parties agree that Claim No. 32891 will be:

   (a) liquidated for $67,800,000; and

   (b) allowed as a general unsecured claim without priority.

In addition, KfW may assert an administrative expense claim under
Section 503 of the Bankruptcy Code and a general unsecured claim
without priority.

Wilbur F. Foster, Jr., at Milbank, Tweed, Hadley & McCloy,
explains that the Stipulation significantly reduces the amount
KfW has asserted against the estates without need for further
proceedings and litigation.  Potential litigation would be
complex, time consuming and uncertain.

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: JPMorgan Trust Agrees to Reduce Claim to $1.1 Million
-----------------------------------------------------------------
On November 4, 2002, J.P. Morgan Trust Company, N.A., in its
capacity as Owner Trustee, filed Claim No. 2744 asserting claims
for $1,333,677 relating to aircraft bearing Tail Nos. N821EX,
N822EX, N829EX, N830EX and N831EX.

On March 26, 2003, JPMorgan Trust and the US Airways Debtors
executed four Omnibus Amendment and Waiver Agreements for Tail
Nos. N821EX, N829EX, N830EX and N831EX pursuant to which the
Debtors continued to lease Tail Nos. N821EX, N829EX, N830EX and
N831EX after the Plan Effective Date.

To settle the Claims, JPMorgan Trust agrees that Claim No. 2744
will be reduced and allowed as a general unsecured Class
Allegheny-6 claim for $1,112,677.  All other pre-Effective Date
or general unsecured JPMorgan Trust claims relating to Tail Nos.
N821EX, N822EX, N829EX, N830EX and N831EX are disallowed.
(US Airways Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


VIASYSTEMS: S&P Affirms Low-B & Junk Ratings Following IPO Filing
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed it 'B' corporate
credit rating and its 'CCC+' subordinated rating for St. Louis,
Missouri-based Viasystems Inc. At the same time, Standard & Poor's
revised its outlook on Viasystems to positive from stable
following the company's filing for an IPO of its common stock of
up to $275 million.

"The outlook revision reflects our expectation that credit
protection measures will improve because of debt repayment
following Viasystems' IPO," said Standard & Poor's credit analyst
Emile Courtney.

Viasystems, which manufactures printed circuit boards (PCBs) and
wire harnesses, plans to use the IPO proceeds as follows: $80
million to redeem $70 million face value of subordinated notes;
$41 million to repay a portion of its bank term loan; $50 million
for investment spending in China; and $80 million to redeem a
portion of its preferred stock issue.

Pro forma total debt following the completion of the IPO is
expected to fall to approximately $360 million from $470 million.
Pro forma total debt-to-EBITDA is expected to be 4x as of December
2003, and forward-looking EBITDA interest coverage is expected to
exceed 3x.

Although financial ratios are strong for the rating following the
proposed IPO, industry conditions are highly competitive and
volatile in Viasystems' PCB manufacturing business. Improvements
in sales and profitability levels, in line with Viasystems'
stepped-up capital-investment program, could result in higher
ratings over the next few years.


WESPOINT STEVENS: Signs New Licensing Agreement with Avanti Linens
------------------------------------------------------------------
WestPoint Stevens Inc. (OTC Bulletin Board: WSPT) announced a new
licensing agreement for Avanti Linens to produce embellished
towels under WestPoint Stevens' popular brands.
    
"This alliance with Avanti -- the nation's premier producer of
embellished towels -- is a strong, significant partnership: the
power of our famous brands at retail and the quality of our solid-
color towels combined with the design and manufacturing expertise
of Avanti," said Robert B. (Bob) Dale, President of WestPoint
Stevens Bed and Bath Division.

"Embellished towels from Avanti offer pattern alternatives to our
solid-color businesses, complement the products of our Maples Rugs
offerings and provide a line extension to our rapidly growing bath
accessory business -- obviously a more complete bathroom offering
now," Mr. Dale emphasized. "It's also another facet of support for
our ongoing Chromatherapy strategy for marketing color."

Under the Avanti alliance -- latest in a continuing development of
key licensing agreements that expand the product range of
WestPoint Stevens' famous brands -- the Company will supply solid-
color towels to be embellished by Avanti and sold under Company-
owned brands including the flagship Martex(R), as well as Grand
Patrician(R), Atelier Martex(R), Patrician(R), Utica(R) and Lady
Pepperell(R).

Avanti Linens, founded in 1969, is regarded as the leading
producer of fine-quality embellished and bordered towels and noted
for design excellence. Avanti is represented in over 80 percent of
all major U.S. department stores, as well as bath shops and
specialty stores across the country. The major Avanti production
categories are towels with borders, towels with appliqu,s and
towels with embroidered motifs, offered in delicate traditional
designs, innovative contemporary looks and those with masculine
and feminine motifs.

"Avanti is very excited about our new alliance with WestPoint
Stevens. We believe in the WestPoint Stevens brands such as Grand
Patrician(R) and Martex(R) and know we can bring added customer
value to them as a key part of WestPoint's strategic goal of
enhancing bath offerings in brand, color, embellishment and
complete accessorization," said Avanti Linens President
Michael Tauber.

WestPoint Stevens Inc. is the nation's premier home fashions
consumer products marketing company, with a wide range of bed
linens, towels, blankets, comforters and accessories marketed
under the well-known brand names GRAND PATRICIAN, PATRICIAN,
MARTEX, ATELIER MARTEX, BABY MARTEX, UTICA, STEVENS,
LADY PEPPERELL, SEDUCTION, VELLUX and CHATHAM -- all registered
trademarks owned by WestPoint Stevens Inc. and its subsidiaries --
and under licensed brands including RALPH LAUREN HOME, DISNEY
HOME, GLYNDA TURLEY and SIMMONS BEAUTYREST. WestPoint Stevens can
be found on the World Wide Web at http://www.westpointstevens.com/


WHITEHALL JEWELLERS: Posts $7M Loss in Year Ended Jan. 31, 2004
---------------------------------------------------------------
Whitehall Jewellers, Inc. (NYSE:JWL) reported financial results
for the fourth quarter and fiscal year ended January 31, 2004.

For the fiscal fourth quarter, the Company reported net sales of
$136.6 million, compared to $128.4 million in the prior year
quarter. Net income for the fourth quarter was $5.9 million, or
$0.42 per share, compared to net income of $14.5 million, or $1.00
per share, for the prior year period. Comparable store sales
increased 6.0% in the fourth quarter compared to a 4.0% decrease
for the same period last year.

For the fiscal year ended January 31, 2004, the Company reported
total net sales of $344.7 million, compared to $341.0 million last
year. Net loss was $7.1 million, or $0.51 per share, versus net
income of $9.7 million, or $0.64 per share, for fiscal 2002.
Comparable store sales decreased 0.6% for the fiscal year compared
to a 1.9% decrease for the prior fiscal year.

Fourth quarter expenses were significantly higher than last year,
primarily as a result of two items arising from the previously
disclosed matters relating to Capital Factors civil litigation,
the SEC inquiry and the U.S. Attorney investigation. Professional
fees increased by approximately $8.6 million ($5.8 million after
tax) or $0.41 per share in the quarter over the prior year. In
addition, the Company accrued a reserve of $6.0 million ($4.0
million after tax) or $0.29 per share in connection with the
Capital Factors related matters. These two items resulted in an
increase in expenses totaling $14.6 million ($9.8 million after
tax) or $0.70 per share for the quarter.

As previously disclosed, on October 29, 2003, the Company entered
into a letter agreement with its bank group which clarified and
supplemented the Revolving Credit Agreement with respect to the
Capital Factors civil litigation, the SEC inquiry and the U.S.
Attorney investigation. As of March 23, 2004, the Company and the
bank group entered into (i) a new letter agreement which rescinded
the October 29, 2003 letter agreement, and (ii) an amendment to
the Revolving Credit Agreement. These new agreements acknowledge
that, as of March 23, 2004, the Capital Factors litigation, the
SEC inquiry and the U.S. Attorney investigation have not resulted
in a default under the Revolving Credit Agreement and include
several additional provisions.

The Company continues to cooperate fully with the U.S. Attorney
and the SEC. While the Company's professional fees are continuing,
they have been significantly lower since the end of the fiscal
year.

Over the last several months the Company has made numerous changes
to enhance its corporate governance, including changing the
composition of its Board of Directors to increase the percentage
of independent directors and hiring a Director of Internal Audit
who reports directly to the Chairman of the Audit Committee. The
Company is in the process of interviewing candidates for the newly
created position of Chief Operating Officer and filling the
position of Executive Vice President of Merchandise. Later this
year, the Company will commence a search for a General Counsel.
The Company continues to review and make improvements to various
procedures, policies and controls.

Hugh M. Patinkin, Chairman and Chief Executive Officer, commented,
"We're pleased with the sales momentum we generated in the second
half of 2003, including a solid Christmas season. Led by a strong
Valentine's Day, Whitehall's February comparable store sales were
up 10.4% compared to a decline of 4.6% last year."

Patinkin continued, "In 2004, we will continue to focus on the
sales initiatives which we successfully introduced last year. This
year we are introducing programs which are designed to improve
gross margin. Indeed, in January of this year we implemented
several margin improvement initiatives."

The Company closed four stores in the fourth quarter. During the
fiscal year ended January 31, 2004 the Company opened 21 stores
and closed a total of 11 stores.

            About Whitehall Jewellers

Whitehall Jewellers, Inc. is a leading national specialty retailer
of fine jewelry, currently operating 384 stores in 38 states. The
Company operates stores in regional and superregional shopping
malls under the names Whitehall Co. Jewellers, Lundstrom Jewelers
and Marks Bros. Jewelers.


WORLDCOM INC: Teleserve Wants Class 6A Pre-Merger Status Confirmed
------------------------------------------------------------------
In July 1993, Teleserve Systems, Inc. entered into certain
contracts with MCI WorldCom Network Services, Inc. to market
MCI's various products and services to certain segments of the
telecommunications marketplace.  Teleserve invested, expended and
incurred substantial sums in marketing MCI's products and
services.  The parties later superseded and replaced the July
1993 Contracts with new marketing contracts on November 21, 1994.

In August 1995, Teleserve alleged that MCI violated and breached
their November 1994 Contracts.  MCI responded by invoking a
"penalty provision" in the November 1994 Contracts, premised on
Teleserve's alleged non-performance, which reduced the monthly
revenue then being paid to Teleserve by 60%.

Teleserve attempted to commence a proceeding to recover damages
against MCI for breach of contract.  The November 1994 Contracts
required arbitration of contract disputes before an MCI-
designated private arbitration forum and MCI-established rules.

MCI frustrated Teleserve's attempts to arbitrate its claims in
the MCI-Designated Arbitration Forum by asserting that the MCI
Rules require Teleserve to pay an "administrative filing fee" for
$204,000 simply to commence arbitration.  Accordingly, Teleserve
commenced a proceeding before the Supreme Court of the State of
New York in and for the County of Onondaga to reform or strike
the Arbitration Clause on the basis that it is unconscionable or
wrongfully procured.  Teleserve asked the New York Supreme Court
for authority to pursue its claims against MCI in any Court-
mandated arbitration forum.  MCI removed the State Court
Proceeding to the Federal District Court for the Northern
District of New York.  Teleserve opposed the removal based on
errors in the removal process itself, and the Federal District
Court remanded the proceeding back to the State Court.

Before the scheduled argument to the State Court, MCI terminated
the November 1994 Contracts, putting Teleserve out of business.  
The parties then went through an extensive trial process to
determine the issue of wrongful procurement of the MCI
Arbitration Clause.  As a result, the Arbitration Clause was
deleted and the Court appointed a three-person arbitration panel
to hear and determine Teleserve's claims against MCI.  The
Parties agreed that the Arbitration be:

   (a) conducted pursuant to the American Arbitration Association
       Rules for Commercial Dispute Resolution Procedures and AAA
       Supplementary Procedures for Large, Complex Disputes; and

   (b) controlled by the provisions of the Federal Arbitration
       Act and, to the extent not in conflict with, the New York
       State law.

On June 27, 2001, the Panel:

   -- determined that MCI breached the parties' November 1994
      Contracts; and

   -- rejected MCI's affirmative defenses.

The liability decision further directed that the matter proceed
to trial on the issue of damages.  After due deliberation, the
Panel issued its unanimous written decision on the issue of
damages in Teleserve's favor.  The Panel awarded Teleserve
$6,028,631 in damages for breach of contract plus $1,262,022
statutorily mandated interest and $1,487 per diem interest.

When Teleserve reviewed the Panel's damages decision, it
recognized that the Panel committed certain errors that if
corrected would increase the amount awarded.  However, given
MCI's then well-publicized financial situation, Teleserve elected
to immediately confirm the Panel's liability and damage awards,
as originally issued, rather than risk further delays in the
proceedings.  But MCI filed a request with the Panel to correct
alleged errors in the Panel's July damage award, contending it
would reduce the amount awarded to Teleserve.

MCI successfully frustrated Teleserve's attempts to confirm the
Panel's awards as originally issued, which drove Teleserve to
file a request with the Panel on July 12, 2002 to correct the
alleged errors in the Panel's damage award, contending that it
would increase the award amount.  Teleserve's and MCI's post-
trial Requests with the Panel, and Teleserve's pending request
for judicial confirmation of the Panel's award as ultimately
rendered, were automatically stayed when MCI filed for Chapter 11
protection.

On October 8, 2003, at Teleserve's request, the Court lifted the
automatic stay to allow Teleserve to finalize the damage award.

Teleserve Chief Executive Officer, Edward A. O'Hara, III, tells
Judge Gonzalez that Teleserve qualifies for Class 6A MCI Pre-
merger Claim status because:

   (a) Teleserve's Claim against MCI arises solely from
       transactions that were fully completed on or before
       September 13, 1998; and

   (b) in incurring its Claim against MCI, Teleserve relied
       solely on the separate credit of MCI.

By this motion, Teleserve asks the Court declare that it is
entitled to Class 6A MCI Pre-merger Claim status.

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)  


                           *********

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
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than a balance sheet solvency test.

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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
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Delos Santos, Paulo Jose A. Solana, Aileen M. Quijano and Peter A.
Chapman, Editors.

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

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