TCR_Public/040329.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, March 29, 2004, Vol. 8, No. 62

                           Headlines

AGRACAT INC: Case Summary & 20 Largest Unsecured Creditors
AIR CANADA: Monitor Wants CCAA Stay Extended to April 30, 2004
ALLIED COMPANIES: Case Summary & 20 Largest Unsecured Creditors
AMERITYRE: Accumulated Deficits Prompt Going Concern Uncertainty
AMES DEPARTMENT: Will Auction Off Elwood Property on Wednesday

ANC RENTAL: Retains J.M. Harrison as Special Property Tax Counsel
ASSET SECURITIZATION: Fitch Takes Actions on Series 1996-D3 Notes
ATLAS WORLDWIDE: Court Sets Bar Dates for Filing Proofs of Claims
BAM! ENTERTAINMENT: Agrees on VIS' Share Capital Acquisition Terms
BVR SYSTEMS: Auditors Nix Going Concern Clause After Refinancing

CEDARA: Successfully Completes $50 Million Equity Financing
CENTERPOINT ENERGY: Subsidiary Closes $250 Million Credit Facility
CHARLES LETT: Case Summary & 6 Largest Unsecured Creditors
CINCINNATI BELL: Fitch Affirms Ratings & Assigns Stable Outlook
CINEMARK USA: S&P Rates Proposed $370MM Sr. Sec. Bank Loan at BB-

CKE RESTAURANTS: William Foley Discloses 9.66% Equity Stake
CKE RESTAURANTS: Will Issue Q4 & Fiscal Year Results on April 7
CINEMARK: Obtains Requisite Consents for Debt Indenture Amendments
COLONIAL TRUST: Heartland to Buy Wealth Management for $3MM Cash
COMPUTERIZED THERMAL: Stock Delisted from AMEX & Moves to OTCBB

COMPUTERIZED THERMAL: Obtains $500 Million Leasing Commitment
CONEY ISLAND: Case Summary & 6 Largest Unsecured Creditors
CONGOLEUM: Court Fixes Asbestos Property Damage Claims Bar Date
CONMACO/RECTOR: Seeks Court Nod to Use Lenders' Cash Collateral
CREDIT SUISSE: Fitch Assigns BB+ Rating to Class K & J Notes

CURTIS ENTERPRISES: Voluntary Chapter 11 Case Summary
DIRECTV LATIN AMERICA: Gets Okay for Music Choice Settlement Pact
ENRON CORP: Inks Pact Settling CASH V Investors' Claims
FEDERAL FORGE: U.S. Trustee Names Official Creditors' Committee
FLEMING COS: Asks Court to Extend Lease Decision Time to Aug. 31

FMAC LOAN: Fitch Takes Rating Actions on Series 1998-C Notes
FOOTSTAR INC: Accelerating Sales Process for Athletic Footwear
FREEPORT-MCMORAN: Prices $1B Convertible Preferred Stock Offering
GENTEK: Selling KRONE Communications Business to ADC for $350MM
GREY WOLF: Offering $100M Floating Rate Convertible Sr. Notes

HANOVER HOLDINGS: Voluntary Chapter 11 Case Summary
HAWAIIAN AIRLINES: Made $133 Million Operating Turnaround in 2003
HAYES LEMMERZ: Objects to Gerotech's $1.2 Million Claim
HIGH VOLTAGE: Gets Nod to Hire Ordinary Course Professionals
HI-TECH ELECTRONIC: Case Summary & 20 Largest Unsecured Creditors

HOMEBASE ACQUISITION: S&P Assigns B+ Corporate Credit Rating
ILLINOIS POWER: Ameren Files FERC Application to Acquire Company
INSPEX INC.: General Claims Bar Date Fixed for April 15, 2004
INSTEEL: Lenders Agree to Forbear to Facilitate Refinancing Plans
INTERSTATE BAKERIES: Releasing Quarterly Results on April 15

ISTAR FINANCIAL: Agrees to Sell $250MM Senior Notes to Repay Debt
IT GROUP: Delaware Court to Consider Chapter 11 Plan Today
KMART: Moves to Nix Share Purchase Pact with C.O. Williams, et al
LB COMM'L: Fitch Affirms 3 Note Ratings in Low-B & Junk Levels
MAGELLAN HEALTH: Inks Deal Resolving Regence Blueshield's Claim

MERRILL LYNCH: Fitch Places Class E Rating on Watch Negative
MILLBROOK PRESS: Fin'l & Investment Mgt. has 14.7% Equity Stake
MIRANT CORP: US Trustee Amends Creditors' Committee Membership
MISSISSIPPI CHEMICAL: Shuts Down Melamine/Urea Operation in La.
MOLECULAR IMAGING: Needs Additional Capital to Maintain Operations

MUELLER GROUP: S&P Affirms B+ Rating & Revises Outlook to Stable
NAT'L CENTURY: Court Clears Boston Medical Center Settlement Pact
NEXSTAR BROADCASTING: Posts Net Losses in 4th Quarter & FY 2003
PACIFICARE HEALTH: Q1 Conference Call Scheduled for April 29, 2004
PACIFIC GAS: 11 Creditors Demand Payment of Administrative Claims

PACIFIC GAS: Poised to Exit from Chapter 11 on April 12, 2004
PARMALAT GROUP: US Debtors Ask Nod to Tap Ordinary Course Profs.
PENN TREATY: Inks Sales & Processing Pact With Universal American
PETRO STOPPING: Reports Increased Revenues in Q4 and FY 2003
PG&E NATIONAL: NEG Wants Until June 19 to Solicit Plan Acceptances

PILLOWTEX: Stipulation Recharacterizes 12 Lasalle-Assigned Leases
PINNACLE CLUB: Creditors Agree to Restructure Debt Pacts
PINNACLE CLUB: Reaches Banquet Space Agreement with Hyatt Hotels
PRUDENTIAL SECURITIES: Fitch Rates Class G Certificates at BB+
QT 5 INC: Ability to Continue as Going Concern is in Doubt

RELS MANUFACTURING: Case Summary & 19 Largest Unsecured Creditors
RIODIZIO INC: Voluntary Chapter 11 Case Summary
ROUGE INDUSTRIES: Administrative Claims Bar Date Set for April 5
RYLAND GROUP: First Quarter Earnings Release Set for April 21
SELECT MEDICAL: Will Webcast Q1 Conference Call on April 28

SOLUTIA: Brings-In Deloitte & Touche as Independent Accountants
SPORTS ARENAS: Independent Auditors Air Going Concern Doubts
STERICYCLE: S&P Revises Outlook to Stable over Improved Financials
STOLT-NIELSEN: Issuing New Senior Five-Year Unsecured Bonds
SUNCOS CORPORATION: Creditors' Ballots are Due on April 1, 2004

SURE FIT INC: Engages Garden City as Claims and Notice Agent
SYMPHONY HEALTHCARE IV: Involuntary Case Summary
SYSTEMONE TECHNOLOGIES: Dec. 31, 2003 Deficit Tops $39 Million
T-K BUSINESS INVESTMENTS: Voluntary Chapter 11 Case Summary
TXU CORP: TXU Capital Redeems Cumulative Trust Pref. Securities

UAL: Names Arnold Lewis Marketing VP & United Loyalty President
UNITED AIRLINES: Objects to 9/11 Claims Totaling $60 Billion
UNITED AIRLINES: Files February Results with Bankruptcy Court
UNITED ENERGY: Secures $1.75 Million Financing from Laurus Funds
WEIRTON STEEL: Proposes Non-Operating Assets Bidding Protocol

WESTERN GAS: Will Present at Howard Weil's March 30 Conference
US WIRELESS DATA: Files Chapter 11 Petition in S.D. New York
US WIRELESS DATA: Case Summary & 20 Largest Unsecured Creditors
WESTPOINT: Wants to Extend Plan-Filing Exclusivity Until July 29
WOODWORKERS WAREHOUSE: All Prepetition Claims are Due on April 3

WORKFLOW: Glass Lewis Recommends Voting `Against' Merger Proposal
WORLDCOM INC: Resolves Class 5 Bank Claims

* BOND PRICING: For the week of March 29 - April 2, 2004

                           *********

AGRACAT INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Agracat, Inc.
        2737 North Thompson
        Springdale, Arkansas 72764

Bankruptcy Case No.: 04-71814

Type of Business: The Debtor sells tractors for home, farm and
                  work.  See http://www.agracat.com/

Chapter 11 Petition Date: March 15, 2004

Court: Western District of Arkansas (Fayetteville)

Judge: Richard D. Taylor

Debtor's Counsels: David G. Nixon, Esq.
                   Theresa L. Pockrus, Esq.
                   Nixon Law Firm
                   2340 North Green Acres Road, Suite 12
                   Fayetteville, AR 72703-2850
                   Tel: 479-582-0020
                   Fax: 479-582-0030

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Arkansas National Bank                     $800,000
3430 Wedington Drive
Fayetteville, AR 72704

AFS                                        $800,000
1400 Dividend Drive
Springdale, AR 72764

Hainan Zhenjing                            $545,000
703-704 #100 Wen San Road
Hangzhor, China 310012

ICEC                                       $500,000
2975 Westchester Ave
Purchase, NY 10577

Mr. Charles Foster                         $450,000
15585 Bethel Blacktop
Farmington, AR 72730

Internal Revenue Service - Bankruptcy      $350,000
Special Procedures Stop 5700
700 West Capitol Ave.
Little Rock, AR 72201

Pelligrin Law Firm                         $180,000

Community Bank                             $145,000

Simmons First Bank                         $120,000

First Federal Bank                         $120,000

Arkansas Dept. Finance & Admin.             $80,000

Auto Mall                                   $50,000

Downing & Assoc.                            $50,000

First Federal Bank                          $50,000

Ms. Patsy Little                            $50,000

Financial Pacific Leasing Corp.             $50,000

Unverferth                                  $47,000

Ms. Virginia Martin                         $35,000

Total Resolutions                           $30,000

Jim Steele                                  $17,000


AIR CANADA: Monitor Wants CCAA Stay Extended to April 30, 2004
--------------------------------------------------------------
Air Canada provides the following update on the airline's
restructuring under the Companies' Creditors Arrangement Act:

The Twenty-Second Report of the Monitor, a comprehensive update on
the substantial progress made in the airline's restructuring under
the Companies' Creditors Arrangement Act (CCAA), has been
completed by Ernst and Young Inc. and is also available at
http://www.aircanada.com/

In the Report, the Monitor recommends that the Court grant an
extension of the stay period to April 30, 2004.

The report includes an update on the following:

    a) The equity plan sponsor financing;
    b) The Deutsche Bank standby agreement;
    c) Pension matters;
    d) Renegotiated agreements with labour unions;
    e) Negotiations with aircraft lessors;
    f) Restructuring of other contractual commitments;
    g) The GE Capital Aviation Services (GECAS) comprehensive
           aircraft and financing agreement;
    h) The regional jet aircraft orders;
    i) The regional jet allocation;
    j) The Airbus 340-500 purchase agreement;
    k) The updated business plan forecast;
    l) Operating Results;
    m) Cash flow projections to June 18, 2004;
    n) Estimated obligations of the Company arising subsequent to
           April 1, 2003;
    o) The claims process;
    p) Progress in the development of the restructuring plan;
    q) Ancillary proceedings under Section 304 of the US
           Bankruptcy Code; and
    r) Extension of the stay of proceedings.

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.


ALLIED COMPANIES: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Allied Companies, Inc.
        fka Quest Express Inc.
        fka Gulf Quest, Inc.
        fka Nautical Personnel, Inc.
        fka Nautical Quest, Inc.
        5821 Rangeline Road Suite 215
        Theodore, Alabama 36582

Bankruptcy Case No.: 04-11711

Chapter 11 Petition Date: March 22, 2004

Court: Southern District of Alabama (Mobile)

Judge: William S. Shulman

Debtor's Counsel: Barry A. Friedman, Esq.
                  Barry A. Friedman and Associates P.C.
                  P.O. Box 2394
                  Mobile, AL 36652-2394
                  Tel: 251-439-7400

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Caterpillar Financial Services           $1,555,000
2120 W. End Ave.
Nashville, TN 37203-5258

Am South Bank                              $340,000
PO Box 11007
Birmingham, AL 35288-0002

Lake Charles Diesel Inc.                    $88,722

NREC Power Systems, Inc.                    $32,298

Sewart Supply Inc.                          $18,301

Diamond "B" Industries                      $18,171

Seacraft Shipyard Corp.                     $17,382

Allied Shipyard Inc.                        $16,459

Brown's Market                              $13,324

Damrich Coatings Inc.                        $7,973

General Marine Service Of Grand Chenier      $7,500

Office Depot                                 $4,807

Burton Shipyard, Inc                         $4,663

Saunders Engine Company                      $4,637

Port Supply                                  $3,459

Baywood Foods                                $3,181

Chase Automotive Finance                     $3,165

G E Captial Finance/Wal-Mart                 $2,936

Young's Grocery, Inc.                        $1,967

Optimum Claims Services, Inc.                $1,825


AMERITYRE: Accumulated Deficits Prompt Going Concern Uncertainty
----------------------------------------------------------------
Amerityre Inc.'s financial statements are prepared using generally
accepted accounting principles in the United States of America
applicable to a going concern which contemplates the realization
of assets and liquidation of liabilities in the normal course of
business.  The Company has historically incurred significant
losses which have resulted in a total accumulated deficit of
approximately $23,485,716 at December 31, 2003, which raises
substantial doubt about its ability to continue as a going
concern.

Amerityre had current assets of $1,723,463 and current liabilities
of $66,581, for a working capital surplus of $1,656,882 at
December 31, 2003. Current assets consisted of cash and cash
equivalents of $947,232, net accounts receivable of $171,187,
inventory of $540,327, and
prepaid expenses of $64,717. Net cash used in operations was
$1,210,590 and 891,566 for the six month periods ended December
31, 2003 and 2002, respectively. Operations for the six months
ended December 31, 2003 were funded primarily by accounts
receivables, the sale of common stock and the issuance of common
stock for services and salary. Operations for the
comparative period ended December 31, 2002 were funded primarily
by the sale of common stock, the issuance of common stock for
services and salary, and the collections of account receivables.
At December 31, 2003, the Company had net property and equipment
of $1,347,086 after deduction of $1,407,445 in accumulated
depreciation, a net increase of $44,299 compared to June 30, 2003.
The increase was a direct result of placing additional equipment
into production.

Because Amerityre had a retained deficit of $21,669,572, its audit
report at June 30, 2003 contained a going concern paragraph as to
its ability to continue as a going concern. At December 31, 2003,
the deficit accumulated is $23,485,716. The Company is currently
taking steps to maintain its operating and financial requirements
in an effort to enable it to operate as a going concern until such
time as revenues from the sale of its Products are adequate to
cover its expenses.


AMES DEPARTMENT: Will Auction Off Elwood Property on Wednesday
--------------------------------------------------------------
Ames Department Stores, Inc. and its debtor-affiliates seek the
Court's authority to sell certain commercial real property,
buildings, structures and improvements constituting a former
retail store located in Ellwood City, Pennsylvania to Lynrose
Company, or to any other successful bidder, pursuant to the terms
of a Purchase Agreement.  The Ellwood Property consists of 6.8
acres of land with 54,900 square feet of building space.

Neil Berger, Esq., at Togut, Segal & Segal LLP, in New York,
informs the Court that as a result of the Debtors' wind-down
efforts, the Ellwood Property is no longer necessary for the
conduct of their business.  Since ongoing maintenance requires
the payment of continuing costs without any corresponding
benefit, the Debtors have actively sought a purchaser for the
Ellwood Property, and the offer made by Lynrose is the best offer
made to date.

                      The Purchase Agreement

The substantive terms and conditions of the Purchase Agreement
are:

(A) Assets to be purchased:

    * the land and the improvements and all related easements,
      rights, licenses, privileges and appurtenances; and

    * all equipment and furnishings and all other tangible
      personal property owned by Ames Realty and located at the
      Ellwood Property on the Closing Date.

(B) Purchase Price

    The purchase price for the Ellwood Property is $750,000,
    payable in cash in this manner:

     (i) a $40,000 deposit will be delivered by Lynrose to the
         Debtors, to be held in escrow by the Debtors' real
         estate counsel, upon the execution of the Purchase
         Agreement; and

    (ii) the balance, $710,000, will be paid in cash at the
         Sale Closing, subject to prorations and adjustments as
         may be provided under the Purchase Agreement.

(C) Closing

    Closing on the sale of the Ellwood Property to Lynrose is to
    occur 15 days after the Court enters an Approval Order on the
    Sale.

(D) No Representations or Warranties

    The Ellwood Property will be sold to Lynrose on an "as is,
    where is" basis, subject to the Purchase Agreement's
    representations that are customary in real estate
    transactions.

(E) Broker

    The only broker involved in the transaction is Pennsylvania
    Commercial Real Estate, Inc., doing business as Colliers
    Penn, which Lynrose is solely responsible to for a broker's
    commission of $40,000.  Pennsylvania Commercial will have no
    right or claim against the Debtors, and there will be no
    credit or adjustment to the Purchase Price on account of any
    broker commission or fee.

Mr. Berger states that the Debtors' decision to sell the Ellwood
Property in accordance with the terms and conditions of the
Purchase Agreement is an exercise of sound, considered business
judgment.  The Purchase Agreement is the product of significant
arm's-length negotiation among the parties.

                  Ellwood Property Sale Auction

Mr. Berger relates that the Sale to Lynrose or to other
successful bidder that submits a higher and better offer will
provide the greatest return to the Debtors' estates and creditors
and eliminate further administrative costs to maintain the
Ellwood Property.

Accordingly, the Court schedules an auction for the Ellwood
Property on March 31, 2004 at 2:00 p.m., to be conducted at the
offices of Togut, Segal & Segal LLP, One Penn Plaza, Suite 3335,
in New York.

The Debtors maintain that the only recorded Lien against the
Ellwood Property is a mortgage in favor of Kimco under the Kimco
Agreement.  Kimco has consented to the sale of the transactions
with Lynrose or to any other entity that may submit a higher or
better offer, and the release of its Lien, with such Lien to
transfer to the net proceeds of the sale.

                  Sale Aids Formulation of Plan

Mr. Berger notes that the conveyance of title to the Ellwood
Property by Ames Realty to Lynrose is an essential part to the
consummation of any Chapter 11 plan.  The Debtors propose to
distribute the sale proceeds realized from the sale to their
creditors in accordance with and pursuant to the terms of a plan,
which they expect to propose in the future.  Thus, the Debtors
believe that the Ellwood Property Sale will facilitate the
formulation and confirmation of a plan for them, and thus fall
within the scope of the exemption provided for under Section
1146(c) of the Bankruptcy Code.

Headquartered in Rocky Hill, Connecticut, Ames Department Stores,
Inc., is a regional discount retailer that, through its
subsidiaries, currently operates 452 stores in nineteen states and
the District of Columbia.  The Company filed for chapter 11
protection on August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).
Albert Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal
LLP and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities. (AMES Bankruptcy News, Issue No.
52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ANC RENTAL: Retains J.M. Harrison as Special Property Tax Counsel
-----------------------------------------------------------------
On August 6, 2002, the Court approved the employment of CLW
Enterprise, LLC, doing business as National Tax Resource Group,
as Special Consultant on Property Tax Matters for the ANC Rental
Debtors.  On August 23, 2002, the Court approved the employment of
Brusniak Harrison & McCool, PC as Special Counsel.

The NTRG Order, among other things, authorized National Tax
Resource to utilize Brusniak to pursue refunds of taxes the
Debtors paid in previous years.  In addition, the NTRG Order and
the Brusniak Order provided that Brusniak would be compensated on
a contingency basis based on the total tax savings and refunds
obtained on the Debtors' behalf.  The Brusniak and the NTRG
Orders provided that all fees would be paid to National Tax
Resource who in turn would allocate the appropriate percentage
payment to Brusniak.  The principal attorney at Brusniak working
on behalf of the Debtors in conjunction with National Tax
Resource was Joseph M. Harrison, IV.

Bonnie Glantz Fatell, Esq., at Blank Rome LLP, in Wilmington,
Delaware, informs the Court that on April 1, 2003, Mr. Harrison
amicably separated from Brusniak and founded J. M. Harrison &
Associates.  Brusniak was renamed and is now known as Brusniak,
McCool & Blackwell, PC.

Subsequent to his departure from Brusniak, Mr. Harrison, through
Harrison & Associates, continued to perform services on the
Debtors' behalf and in conjunction with National Tax Resource.
As a result of Harrison & Associates' efforts to date, the
Debtors obtained favorable resolutions of various tax
liabilities, which resulted in a $500,000 benefit to the Debtors'
estate.  Based on the NTRG Order, National Tax Resource is
entitled to $122,013, of which Harrison & Associates would be
entitled to $61,007.

Apparently believing that the prior orders were sufficient,
Harrison & Associates continued operating under the guidelines of
the NTRG and Brusniak Orders.  However, the United States Trustee
requested the Debtors to separately employ the firm.

By this application, the Debtors seek the Court's authority to
employ Harrison & Associates, nunc pro tunc to April 1, 2003, as
special counsel with regards to the handling of property tax
protests, administrative appeals, adversary proceedings and
related proceedings involving taxable property of the Debtors in
various states.  The Debtors note that Harrison & Associates will
look solely to National Tax Resource, in accordance with the NTRG
Order, for payment of its fees in connection with the
representation.

Ms. Fatell explains that the nunc pro tunc employment enables the
payment of compensation to Mr. Harrison for those services
Harrison & Associates provided since April 1, 2003, which proved
to be extremely beneficial to the Debtors' estate.  After the
Plan confirmation, the Debtors expect that the Liquidation
Trustee will likely to continue to employ Harrison & Associates.

Post-confirmation, Harrison & Associates will likely to continue
to work in conjunction with National Tax Resource and the Debtors
or the Liquidating Trust to address and resolve existing and
contemplated property tax disputes on behalf of the Debtors or
the Liquidating Trust.  The Debtors believe that Harrison &
Associates is both well qualified and uniquely able to continue
to represent them or the Liquidation Trust, as applicable, as
special counsel in these Chapter 11 cases in an efficient and
timely manner.

The professional services that Harrison & Associates will
continue to render to the Debtors or the Liquidation Trust will
include, but will not be limited to:

   (1) providing legal advice and guidance;

   (2) rendering legal opinions to the Debtors and National Tax
       Resource;

   (3) preparing any necessary documents and taking any other
       action with respect to the Property Tax Disputes; and

   (4) performing other legal services for the Debtors that may
       be necessary or desirable.

Ms. Fatell contends that Mr. Harrison is an experienced tax
recovery professional that provided essential services in a cost
effective manner.  In view of the knowledge of the Debtors'
businesses possessed by Harrison & Associates, the firm is
uniquely qualified to continue to provide services to the Debtors
or the Liquidation Trust.

Mr. Harrison assures the Court that neither he nor any member of
his firm represents a party-in-interest in the Debtors' Chapter
11 cases, their attorneys and accountants.   Through diligent
inquiry, Mr. Harrison ascertains that there is no connection
between his firm and:

   (1) the U.S. Trustee or any person employed by the Office of
       the U.S. Trustee; and

   (2) the Debtors' creditors, equity security holders of any
       other parties-in-interest, or their attorneys.

Accordingly, Harrison & Associates satisfies the
disinterestedness requirements of Section 327(a) of the
Bankruptcy Code.

Headquartered in Fort Lauderdale, Florida, ANC Rental Corporation,
is the world's third-largest publicly traded car rental company.
The Company filed for chapter 11 protection on November 13, 2001
(Bankr. Del. Case No. 01-11200). Brad Eric Scheler, Esq., and
Matthew Gluck, Esq., at Fried, Frank, Harris, Shriver & Jacobson,
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
$6,497,541,000 in assets and $5,953,612,000 in liabilities. (ANC
Rental Bankruptcy News, Issue No. 50; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ASSET SECURITIZATION: Fitch Takes Actions on Series 1996-D3 Notes
-----------------------------------------------------------------
Fitch Ratings upgrades Asset Securitization Corp.'s commercial
mortgage pas-through certificates, series 1996-D3, as follows:

     --$39.1 million class A-2 certificates to 'AAA' from 'AA';
     --$35.2 million class A-3 certificates to 'AA-' from 'A';
     --$39.1 million class A-4 certificates to 'A-' from 'BBB'.

In addition, Fitch affirms the following classes:

     --$302.2 million class A-1C 'AAA';
     --$19.6 million class A-1D 'AAA';
     --$43 million class B-1 'BB';
     --$27.4 million class B-2 'CCC';
     --$5.7 million class B-3 'D'.

Fitch does not rate class A-5. Classes A-1A and A-1B have paid off
in full.

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. As of
the March 2004 distribution date, the pool's aggregate certificate
balance has decreased by 32.7% since issuance, to $527 million
from $782.6 million. Of the original 112 loans, 91 are currently
outstanding in the pool.

Eight loans are currently in special servicing including one 60
days delinquent, one 90 days delinquent, three in foreclosure and
three real estate-owned (REO) loans. Losses are expected on five
of these loans. Six of the specially serviced loans, including two
REO loans, are secured by hotel properties.

The largest specially serviced loan (2.9%), is secured by a 263-
room, ten-story full-service hotel in downtown Atlanta. This loan
is currently delinquent as a result of weak demand and declining
economic conditions. The loan transferred to the special servicer
recently and pre-negotiations have begun for a possible workout of
the loan.

The second largest loan in special servicing (0.6%), is secured by
a 75-bed nursing home in Westwood CA. This loan originally
transferred to the special servicer due to a covenant default and
the special servicer is working to modify the loan.

Fitch remains concerned with the pool's high hotel (31%)
concentration. Also of concern is the loan concentration, with the
top five loans representing 34% of the pool.


ATLAS WORLDWIDE: Court Sets Bar Dates for Filing Proofs of Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Florida sets
April 12, 2004, at 4:00 p.m. Eastern Time as the deadline for
creditors to file their proofs of claim against:

        Atlas Worldwide Aviation Logistics, Inc.;
        Atlas Air, Inc.; Atlas Worldwide Holdings, Inc.;
        Polar Air Cargo, Inc.; and
        Airline Acquisition Corp.

All governmental units must file separate proofs of claim against
the Debtors not later than 4:00 p.m. Eastern Time on July 28,
2004.

Proofs of claim or interest must indicate the name of the Debtor
and bankruptcy case number for such Debtor. If a claim or interest
is asserted against more than one Debtor, a separate proof of
claim must be filed. Proofs of claim or interest must be addressed
to:

               U.S. Bankruptcy Court
               Claude Pepper Federal Building
               Attn: Altas Claims Administrator
               51 S.W. 1st Avenue, Room 1517
               Miami, Florida 33130

The Debtors' schedules may be viewed at their Web site at
http://www.atlasreorg.com/

The Schedules may also be obtained by contacting the Debtor's
notice and claims agent at:

                    Atlas Worlwide Holdings, Inc.
                    c/o  The Trumbull Group
                    P.O. Box 721
                    Windsor, Connecticut 06095-0721
                    Tel: 860-687-3697
                    Fax: 860-687-3961


Atlas Worldwide Holdings, Inc. -- http://www.atlasair.com/-- is a
worldwide all-cargo carriers operate fleets of Boeing 747
freighters. The Debtors filed for Chapter 11 relief on January 30,
2004 (Bankr. S.D. Fla. Case No. 04-10792). Jordi Guso, Esq., at
Berger Singerman represent the Debtors in their restructuring
efforts.


BAM! ENTERTAINMENT: Agrees on VIS' Share Capital Acquisition Terms
------------------------------------------------------------------
BAM! Entertainment(R) (Nasdaq: BFUN), a developer and publisher of
interactive entertainment software, reached an agreement with the
board of directors of VIS entertainment plc, a Scottish developer
of interactive entertainment software products, on the terms of a
recommended offer to be made by BAM! for the entire issued share
capital of VIS.

The board of directors of VIS has unanimously recommended that the
shareholders of VIS accept the offer.  VIS has received
irrevocable undertakings from more than 90% of its shareholders to
vote in favor of the offer.

Previously, on February 18, 2004, BAM! announced that it had
agreed to terms to acquire VIS and SOE Development Limited
("SOED"), a company set up to fund the development of State of
Emergency 2, one of the key properties of BAM!.

VIS re-registering as a private company and approval by the
shareholders of SOED were among the conditions to the closing of
the acquisition.  The shareholders of VIS voted to re-register VIS
as a private limited company on March 15, 2004.  BAM! has entered
into an agreement with the SOED shareholders to acquire the whole
of the share capital of SOED, which is conditional, among other
things, on the offer for VIS becoming or being declared
unconditional in all respects.

BAM! and VIS' board of directors believe that the combination of
VIS and BAM! provides an excellent strategic, geographical and
operational fit and expect that through the acquisition,
substantial benefits will flow to both sets of shareholders.

Following the closing of the transaction, BAM! will recommend that
Chris van der Kuyl and Alexander Catto, two of the directors of
VIS, be elected to the board of directors of BAM!

                  Details of the Offer

BAM! is issuing up to 4.5 million shares of its common stock in
exchange for the entire issued share capital of VIS.

The offer is subject to a variety of conditions including (i)
approval by BAM!'s shareholders of the issuance of (x) 4.5 million
shares of BAM! Common stock to VIS' shareholders and (y) 4.5
million shares of BAM! common stock to SOED's shareholders, and
(ii) BAM! raising not less than $12.35 million of equity financing
prior to the closing of the transaction.  Based on the closing
price of $0.96 per share of BAM! common stock at the close of
business on March 18, 2004, the aggregate value of the 9 million
shares of BAM! Common stock to be issued upon the closing of the
VIS and SOED acquisitions will amount to approximately $8.64
million.  Management anticipates that the closing of the two
transactions will occur no later than April 30, 2004; however, the
closing of the transactions will be contingent upon the
satisfaction of all of the conditions set forth in the VIS and
SOED transaction documents.

Of the 9,000,000 shares of BAM! common stock available to be
issued to the VIS and SOED shareholders who accept the offer, (i)
450,000 BAM! shares will be placed by BAM! into an escrow account
to be distributed subject to the terms of a purchase price
adjustment set forth in the offer; and (ii) 750,000
BAM! shares will be placed by BAM! into an escrow account to
satisfy any indemnification obligations of the VIS shareholders to
BAM! with respect to the breach of any representations and
warranties delivered by VIS and its shareholders in connection
with the offer.  BAM! will also place an additional 750,000 BAM!
shares into an equity account to satisfy any indemnification
obligations of BAM! to the VIS and SOED shareholders with respect
to the breach of any representations and warranties delivered by
BAM! in connection with the offer.

             About BAM! Entertainment, Inc.

Founded in 1999 and based in San Jose, California, BAM!
Entertainment Inc. -- whose  December 31, 2003 balance  sheet
shows a total stockholders' equity deficit of $1,467,000 -- is a
developer, publisher and marketer of interactive entertainment
software worldwide.  The company develops, obtains, or licenses
properties from a wide variety of sources, including global
entertainment and media companies, and publishes software for
video game systems, wireless devices, and personal computers.  The
company's common stock is publicly traded on NASDAQ under the
symbol BFUN.  More information about BAM! and its products can be
found at the company's web site located at http://www.bam4fun.com/


BVR SYSTEMS: Auditors Nix Going Concern Clause After Refinancing
----------------------------------------------------------------
BVR Systems (1998) Ltd. (OTC Bulletin Board: BVRSF.OB), a
diversified world leader in advanced military training and
simulation systems, announced that the independent public
accountants of the Company have removed the clause of "going
concern" from the financial statements of the Company.

The removal of the "going concern" clause is a result of the
completion of a financing round in the Company of $11,000,000
(including investment of $2 million by the banks by way of
conversion of loans) and the closing of agreements with the banks,
the repayment of short-term loans in the amount of $6.95 million
and the rescheduling of repayment of additional short-term loans
in the amount of $1 million to the years 2006 and 2007.

BVR Systems (1998) Ltd., (OTC Bulletin Board: BVRSF.OB) is a world
leader in advanced defense training and simulation systems. The
Company is controlled by Chun Holding L.P. a corporation
controlled by Aviv Tzidon, Aeronautics Defense Systems Ltd. and
iTS Technologies Pte Ltd. For more information visit the Company's
web site at http://www.bvrsystems.com/


CEDARA: Successfully Completes $50 Million Equity Financing
-----------------------------------------------------------
CEDARA SOFTWARE CORP. (TSX:CDE/OTCBB:CDSWF) successfully completed
its offering of 5,000,000 common shares at a price of Cdn.$10.00
per share representing an aggregate amount of issue of Cdn.$50
million. Cedara has granted the underwriters an over-allotment
option to purchase up to an additional 750,000 common shares,
exercisable for a period of 30 days after the closing. The
offering was made through a syndicate of underwriters led by
Canaccord Capital Corporation and including CIBC World Markets
Inc., GMP Securities Ltd., Loewen, Ondaatje, McCutcheon Limited
and McFarlane Gordon Inc.

Cedara intends to use these proceeds to repay bank indebtedness,
for working capital purposes, and to finance future strategic
acquisitions.

"The completion of a $50 million financing is a major turning
point for Cedara, providing both the capital and credibility to
fund future growth for the benefit of our customers, employees and
shareholders," said Abe Schwartz, Cedara's President and Chief
Executive Officer.

The securities offered have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
U.S. Securities Act) or any other securities laws and may not be
offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws, or an exemption from such registration is
available. This news release does not constitute an offer to sell
or a solicitation of an offer to buy any of the securities in the
United States.

Cedara Software Corp. is a leading independent provider of medical
technologies for many of the world's leading medical device and
healthcare information technology companies. Cedara software is
deployed in thousands of hospitals and clinics worldwide. Cedara's
advanced medical imaging technologies are used in all aspects of
clinical workflow including the operator consoles of numerous
medical imaging devices; Picture Archiving and Communications
Systems (PACS); sophisticated clinical applications that further
analyze and manipulate images; and even the use of imaging in
minimally-invasive surgery. Cedara is unique in that it has
expertise and technologies that span all the major digital imaging
modalities including magnetic resonance imaging (MRI), computed
tomography (CT), digital X-ray, ultrasound, mammography,
cardiology, nuclear medicine, angiography, positron emission
tomography (PET) and fluoroscopy.

The company's December 31, 2003, balance sheet discloses a working
capital deficit of about CDN$5 million.


CENTERPOINT ENERGY: Subsidiary Closes $250 Million Credit Facility
------------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) announced that its natural
gas distribution, pipelines and gathering operations subsidiary,
CenterPoint Energy Resources Corp. (CERC), recently closed on a
$250 million credit facility.  This new, three-year credit
facility, which closed on March 23, has a fully drawn cost of
LIBOR plus 150 basis points at existing credit ratings.

Proceeds will be used for general corporate purposes and the
facility replaces a one-year $200 million credit facility that
expired on March 23, 2004.

CenterPoint Energy, Inc. (Fitch, BB+ Preferred Securities and
Zero-Premium Exchange Notes' Ratings, Negative), headquartered in
Houston, Texas, is a domestic energy delivery company that
includes electric transmission and distribution, natural gas
distribution and sales, interstate pipeline and gathering
operations, and more than 14,000 megawatts of power generation in
Texas, of which nearly 3,000 megawatts are currently in mothball
status.  The company serves nearly five million customers
primarily in Arkansas, Louisiana, Minnesota, Mississippi,
Oklahoma, and Texas.  Assets total $21 billion.  With more than
11,000 employees, CenterPoint Energy and its predecessor companies
have been in business for more than 130 years.  Visit
http://www.CenterPointEnergy.com/for more information.


CHARLES LETT: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Charles L. Lett
        dba The Lighthouse of Dallas County, Inc.
        103 Calvin Circle
        Selma, Alabama 36701

Bankruptcy Case No.: 04-11805

Chapter 11 Petition Date: March 25, 2004

Court: Southern District of Alabama (Selma)

Debtor's Counsel: Collins Pettaway, Jr., Esq.
                  Chestnut, Sanders, Sanders, Pettaway, Campbell
                  & Albright, L.L.C.
                  P.O. Box 1290
                  Selma, AL 36702-1290
                  Tel: 334-875-9264

Total Assets: $3,737,301

Total Debts:  $4,762,486

Debtor's 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
State of Alabama (ADECA)      Good Samaritan          $2,469,000
401 Adams Avenue              Building Broad Street
Montgomery, AL 36104          Voeglin Avenue and
                              Selma, AL

State of Alabama (ADECA)      Balance due under         $859,945
401 Adams Avenue              judgment
Montgomery, AL 36104

Sallie Mae Servicing          College Loan               $50,000

Zarzaur & Schwartz, P.C.      MBNA America Bank          $13,508

John Deer Credit              John Deer Tractor           $9,441
                              2950

John Deere Tractor            John Deer Tractor           $9,441


CINCINNATI BELL: Fitch Affirms Ratings & Assigns Stable Outlook
---------------------------------------------------------------
Fitch Ratings has removed Cincinnati Bell, Inc. (CBB) and
Cincinnati Bell Telephone (CBT) from Rating Watch Negative and has
affirmed the following ratings for CBB and its subsidiaries:

    CBB

        --Senior secured bank facility 'BB-';
        --7.25% senior secured notes due 2023 'BB-';
        --7.25% senior unsecured notes due 2013 'B+';
        --16% senior subordinated discount notes due 2009 'B';
        --8.375% senior subordinated notes due 2014 'B'.

    CBT

        --Senior unsecured notes and medium-term notes 'BB+'.

The Rating Outlook is Stable for CBB and CBT. Approximately $2.3
billion of debt is affected by Fitch's action.

Fitch's action follows the company's announcement that it has
obtained the necessary waivers from its lender group under its
senior secured credit facility that addressed and cured all events
of default under the company's senior secured credit facility in
connection with CBB's restatement of its historical financial
statements.

Fitch's rating of CBB reflects the relative stability and lower
level of business risk associated with the company's focus on its
incumbent local exchange and wireless businesses. The company's
local segment accounted for nearly 72% of consolidated revenue and
85% of consolidated EBITDA excluding the broadband segment. The
local segment full-year EBITDA margin of 52% held relatively
stable compared to 2002 EBITDA margin. Local segment year-over-
year revenue decline for 2003 was approximately 1.5%, largely
concentrated in revenue declines of equipment and related
installation services. Local-service revenue accounting for nearly
56% of total local segment revenues was essentially flat for the
year ended 2003 as compared to 2002. Fitch acknowledges that
competitive pressure specifically within business markets is
increasing, as reflected in the accelerated rate of access line
decline the company reported for the fourth quarter. Fitch expects
additional competitive pressures from cable companies launching
voice services. However, the 2.6% year-over-year access line
decline still compares favorably to the rates reported by the
RBOCs and includes a large portion of second-line disconnects. To
mitigate competitive pressure the company continues to focus on
its service-bundling strategy.

CBB's wireless segment reported revenue and EBITDA declines of
2.9% and 1.4%, respectively, during 2003, driven largely by a
reduction of post-paid subscribers and post-paid ARPU. This
reflected the company's strategy to not aggressively add wireless
subscribers during the construction of the GSM/GPRS network. The
company completed the GSM/GPRS network overlay during fourth-
quarter 2003. CBB was able to add 13,000 subscribers resulting
from the implementation of new rate plans. The rate plans coupled
with the competitive wireless environment pressured post-paid ARPU
down to $55.98 for 2003, a 4.9% decline relative to 2002 ARPU.
Fitch expects that the company's ARPU will continue to trend down
during 2004 and anticipates that growing customer acquisition
costs and costs associated with operating the TDMA network and GSM
network simultaneously will also pressure the wireless segment's
EBITDA margin.

One issue that could potentially affect the company's current
rating is how its partnership with AT&T Wireless (AWE) will be
resolved. AWE owns 19.9% of Cincinnati Bell Wireless, LLC (CBW) a
joint venture with CBB, and pursuant to the terms of the joint
venture agreement, AT&T Wireless could be in violation of the non-
compete provisions contained in the agreement, provided that the
proposed merger of AWE and Cingular closes and Cingular continues
to offer wireless services in CBW's territory. From Fitch's
perspective, any resolution of the partnership that impedes the
company's ability to reduce leverage would not have a favorable
impact on the company's current rating.

During 2003 the company was able to reduce its debt level by
approximately $271 million, or 10.5%, relative to year-end 2002
debt levels, and the debt-to-EBITDA metric at the end of 2003 was
4.4 times (x). The company generated free cash flow (measured by
cash from operations less capital expenditures and dividends) of
$176.3 million. Fitch expects the company to continue to generate
free cash flow and improve its credit protection metrics in 2004.
The company's liquidity position is supported by cash on hand of
$26 million and approximately $300 million of liquidity available
through its revolver.

The stable rating outlook reflects the strength and relative
stability of CBB's remaining local exchange and wireless business,
its improved financial flexibility, and the expectation of further
debt reduction and improvement of credit protection metrics over
the near term.


CINEMARK USA: S&P Rates Proposed $370MM Sr. Sec. Bank Loan at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' rating and a
recovery rating of '1' to Cinemark USA Inc.'s proposed $370
million senior secured bank facility, indicating high expectations
for a full recovery of principal in a default scenario.

In addition, Standard & Poor's affirmed its 'B+' corporate credit
rating on Cinemark USA. At the same time, Standard & Poor's
assigned a 'B+' corporate credit rating to parent holding company,
Cinemark Inc. Both companies are analyzed on a consolidated basis.
Standard & Poor's also assigned a 'B-' rating to the proposed Rule
144A $360 million senior discount notes due 2014 to be issued by
Cinemark Inc. The outlook is negative.

On a pro forma basis, the Plano, Texas-based movie theater chain
is expected to have $1 billion in consolidated debt. The
incremental debt from the new notes will be used to help finance
the sale of the majority of Cinemark's common stock to affiliates
of Madison Dearborn Partners LLC. The new bank loan includes an
increase in the term loan to $270 million from $165 million, with
the new funds to be used to refinance Cinemark's existing $105
million 8.5% notes due Aug. 1, 2008.

"The terms of the proposed financing are consistent with Standard
& Poor's expectations at the March 16, 2004, affirmation of the
ratings and revision of the outlook to negative from positive,"
according to Standard & Poor's credit analyst Steve Wilkinson. He
added, "The roughly 25% increase in consolidated debt will reverse
the improvement in the company's leverage over the past two years,
but Cinemark's credit profile should remain consistent with a 'B+'
corporate credit rating. Lease-adjusted debt to EBITDA will rise
to about 6.3x on a pro forma basis. Standard & Poor's expects
Cinemark's leverage to gradually decrease over the next few years
as moderate expansion activity helps drive EBITDA growth and as
discretionary cash flow is used to reduce debt ahead of schedule.
The prepayment of debt is a key rating assumption, and will be
important to offsetting debt and leverage increases from the
accretion of the proposed discount notes."


CKE RESTAURANTS: William Foley Discloses 9.66% Equity Stake
-----------------------------------------------------------
William P. Foley, II beneficially owns 5,794,867 shares of the
common stock of CKE Restaurants, Inc., representing 9.66% of the
outstanding common stock shares of the Company. The percentage is
based on 59,973,057 shares of common stock outstanding, which is
the sum of (a) the shares of CKE common stock outstanding as of
December 31, 2003, plus (b) the options to purchase 2,359,971
shares of CKE common stock currently exercisable, or exercisable
within 60 days of December 31, 2003, held by Mr. Foley.

Mr. Foley holds sole voting power over 2,895,956 shares, and
shares voting power over 2,898,911 shares.  He also holds sole
dispositive power over the 2,895,956 shares, and shares
dispositive power over the 2,898,911 shares.

CKE Restaurants, Inc. (S&P, B Corporate Credit Rating, Negative),
through its subsidiaries, franchisees and licensees, operates over
3,200 restaurants, including 1,000 Carl's Jr. restaurants, 2,181
Hardee's restaurants, and 97 La Salsa Fresh Mexican Grills in 44
states and in 14 countries. For more information, go to
http://www.ckr.com/


CKE RESTAURANTS: Will Issue Q4 & Fiscal Year Results on April 7
---------------------------------------------------------------
CKE Restaurants, Inc. (NYSE: CKR) will release fourth quarter and
year-end results for its 2004 fiscal year on Wednesday, April 7,
2004, after the market closes, when a summary press release will
be issued and its Report on Form 10-K will be filed with the
Securities and Exchange Commission.  A conference call and Webcast
with management will be held the following morning -- on Thursday,
April 8, 2004.

     What:     CKE Restaurants, Inc. Fourth Quarter and 2004 Year-
               End Conference Call and Webcast

     When:     April 8, 2004 at 9:30 a.m. Eastern Time (6:30 a.m.
               Pacific Time)

     Where:    Dial 913-981-5559 (no confirmation code required)
               Or listen live over the Internet at
               http://www.shareholder.com/cke/medialist.cfm

     Contact:  Christie Cooney, Manager, Corporate Communications,
               CKE Restaurants, Inc., 805-745-7740

If you are unable to participate during the live event, a replay
will be made available for one week beginning two hours after the
end of the live call.  To access the replay, dial 888-203-1112 in
the U.S. and Canada or 719-457-0820 outside of the U.S. and Canada
(access code: 229834) or go to

            http://www.shareholder.com/cke/medialist.cfm.

As of November 3, 2003, CKE Restaurants, Inc. (S&P, B Corporate
Credit Rating, Negative), through its subsidiaries, franchisees
and licensees, operated 3,284 restaurants in 44 states and 14
countries, including 1,003 Carl's Jr.(R) restaurants, 2,134
Hardee's(R) restaurants, and 100 La Salsa Fresh Mexican Grill(R)
restaurants.  For more information, go to http://www.ckr.com/


CINEMARK: Obtains Requisite Consents for Debt Indenture Amendments
------------------------------------------------------------------
Cinemark USA, Inc. announced that, as of 5:00 p.m., New York City
time, on March 25, 2004 and as part of its previously announced
tender offer and consent solicitation for any and all of its
outstanding $105 million 8-1/2% Series B Senior Subordinated Notes
due 2008 (CUSIP No. 172441AL1), the Company had received the
requisite consents to all of the proposed amendments to the
indenture governing the Notes.

A supplemental indenture effecting these amendments has been
executed, and the supplemental indenture will become operative on
the first date that validly tendered Notes are accepted for
purchase and payment.

The expiration of the consent solicitation was 5:00 p.m., New York
City time, on March 25, 2004. The tender offer is scheduled to
expire at 5:00 p.m., New York City time, on April 13, 2004, unless
extended.

Holders of Notes who tendered their Notes on or prior to the
Consent Date will receive, promptly after acceptance by the
Company, the total consideration equal to 104.5% of the principal
amount of the Notes validly tendered. Holders of Notes who tender
their Notes after the Consent Date but on or prior to the
Expiration Date, will receive, promptly after acceptance by the
Company, 101.5% of the principal amount of the Notes validly
tendered. In each case, holders that validly tender their Notes
shall receive accrued and unpaid interest up to, but not
including, the applicable settlement date. As of 5:00 p.m., New
York City time on the Consent Date, approximately $94.1 million of
the $105.0 million outstanding principal amount of the Notes had
been irrevocably tendered.

The proposed amendments to the indenture will eliminate
substantially all of the restrictive covenants, certain repurchase
rights and certain events of default and related provisions
contained in such indenture.

The tender offer and consent solicitation will be conditioned upon
the consummation of the Company's previously announced
recapitalization. Neither the tender offer and solicitation of
consents nor the Recapitalization is conditioned upon obtaining
the consent of a majority of holders of Notes.

Lehman Brothers Inc. and Goldman, Sachs & Co. are the Dealer
Managers and Solicitation Agents for the tender offer and consent
solicitation. Questions regarding the tender offer should be
directed to Lehman Brothers Inc. at 212-528-7581 or 800-438-3242
(Attention: The Liability Management Group at Lehman). Requests
for assistance or additional sets of the offer materials may be
directed to D.F. King & Co., Inc., the Information Agent and
Tender Agent for the tender offer and solicitation, at 888-567-
1626.

                        *   *   *

As reported in the Troubled Company Reporter's March 18, 2004
edition, Standard & Poor's Ratings Services affirmed its ratings
on Cinemark USA Inc., including its 'B+' corporate credit rating.
At the same time, Standard & Poor's revised its outlook on the
company to negative from positive. The action is based on plans to
increase debt to partially fund the purchase of a majority of its
common stock by affiliates of Madison Dearborn Partners LLC.

"The proposed sale and related financing will reverse the
improvement in the company's leverage over the past two years, but
Cinemark's credit profile should remain consistent with a 'B+'
corporate credit rating," according to Standard & Poor's credit
analyst Steve Wilkinson. He continued, "Lease-adjusted debt will
rise about 25% and debt to EBITDA will increase to about 6.3x on a
pro forma basis. Standard & Poor's expects Cinemark's leverage to
gradually decrease over the next few years as EBITDA grows from
moderate expansion activity and as discretionary cash flow is used
to reduce debt ahead of schedule. The prepayment of debt will
be important to offset debt and leverage increases from the
accretion of the proposed discount notes and to maintain covenant
compliance."


COLONIAL TRUST: Heartland to Buy Wealth Management for $3MM Cash
----------------------------------------------------------------
Heartland Financial USA Inc. (Nasdaq NMS: HTLF) has signed a
definitive agreement to acquire, through its Dubuque Bank & Trust
Co. (DB&T) subsidiary bank, the Wealth Management Group of
Colonial Trust Co., a publicly held Arizona trust company based in
Phoenix.

The Wealth Management Group, Colonial Trust Co.'s personal trust
division, had core assets of $193 million at Dec. 31, 2003, and
revenues of $1.145 million in the latest 12-month period ended
Dec. 31, 2003.

The Colonial board of directors is pursuing a liquidation of the
entire company, which consists of the Wealth Management Group to
be acquired by Heartland and a corporate trust division, which is
being acquired by another buyer. The total purchase price of
Colonial's Wealth Management Group will be approximately $3
million, consisting of all cash. The transaction, subject to
regulatory approval and the approval of Colonial's shareholders,
is expected to close during the second quarter of 2004 and be
accretive to Heartland's cash earnings in 2004.

Subsequent to the completion of the acquisition, Heartland expects
to transfer the acquired assets and fiduciary accounts to its
Arizona Bank & Trust (AB&T) subsidiary bank and enter into an
inter-bank service agreement that will allocate all of the costs
and revenues of the acquired trust business to DB&T. This
agreement will remain in effect until both parties agree to
terminate it.

"This transaction represents a unique opportunity to grow our
trust business within our key Southwestern marketplace," said Lynn
B. Fuller, Heartland chairman, president and chief executive
officer. "In particular, the addition of Colonial's seasoned
management team and strong account base will immediately and
dramatically elevate the profile of our newest subsidiary bank,
Arizona Bank & Trust. We believe that Colonial's core
competencies, coupled with Heartland's strong support services,
depth of expertise, and long track record of investment
performance provide a solid platform for AB&T to flourish within
its Phoenix market area. In addition, Heartland will bring a
number of unique services to the Phoenix area, including socially
responsible investing options and the Heartland Charitable Trust,
a donor-advised 501c(3) public charity."

Bruce Mitchell, vice president and manager of Colonial's Wealth
Management Group since 1999, will continue to head up the Wealth
Management operation under AB&T's banner. "We are excited about
the opportunity to help drive Arizona Bank & Trust's expansion
into the local trust and investment services market," said
Mitchell. "This combination of a community-oriented local banking
center with a $200 million trust department will create compelling
avenues for growth within every facet of AB&T's business."

The company also announced that it expects to open a second office
of Arizona Bank & Trust in Chandler, Ariz., in May 2004. Heartland
opened AB&T's flagship office in August 2003, in Mesa, Ariz. AB&T
President and CEO William F. Frank cited the expected Chandler
office opening, as well as the proposed Colonial Wealth Management
Group acquisition, as important milestones in the ongoing
expansion into the bank's market area. "Taken together, the
Colonial transaction and new office location will create
compelling new avenues of growth for AB&T as we continue to expand
our presence in this dynamic market," he said.

            About Heartland Financial USA

Heartland is a $2.0 billion financial services company with seven
banks in Iowa, Illinois, Wisconsin, New Mexico and Arizona:

-- Dubuque Bank and Trust Co., with eight offices in Dubuque,
   Epworth, Farley and Holy Cross, Iowa

-- Galena State Bank and Trust Company, with three offices in
   Galena and Stockton, Ill.

-- First Community Bank, with three offices in Keokuk, Iowa, and
   Carthage, Illinois

-- Riverside Community Bank, with three offices in Rockford, Ill.

-- Wisconsin Community Bank, with seven offices in Cottage Grove,
   Fitchburg, Green Bay, Middleton, Monroe Sheboygan, Wis., and
   Minneapolis, Minn.

-- New Mexico Bank & Trust, with 12 offices in Albuquerque,
   Clovis, Santa Fe, Melrose, and Portales, N.M.

-- Arizona Bank & Trust, with one office in Mesa, Ariz., and a
   second office scheduled to open in May 2004 in Chandler, Ariz.

Additional information about Heartland is at http://www.htlf.com/


COMPUTERIZED THERMAL: Stock Delisted from AMEX & Moves to OTCBB
---------------------------------------------------------------
Computerized Thermal Imaging, Inc. (CTI) (Amex: CIO), through
discussions with staff of the American Stock Exchange, agreed to
remove its common stock from listing on AMEX, and will seek to
have its common stock quoted on the OTC Bulletin Board.

Although CTI had requested a hearing before an AMEX Listing
Qualifications Panel in an effort to appeal the AMEX staff's
determination to delist the CTI common stock from AMEX, CTI
ultimately determined that the best interests of CTI and its
shareholders would be served by ensuring an orderly transition to
the OTCBB. The last trading day of the CTI common stock on AMEX
was Friday, March 26, 2004. CTI currently anticipates that the
OTCBB will commence quotation of the CTI common stock today, March
29, 2004.

"Although we value the prestige of our AMEX listing, we believe
the move to the OTCBB is more consistent with our current
operations and financial condition," said Richard V. Secord, CTI's
President and Chief Executive Officer. Secord continued, "Given
our current financial and operating position, we believe our focus
needs to be on business fundamentals. We believe the move to the
OTCBB will result in significant immediate cost savings to CTI."

                        About CTI

CTI -- whose December 31, 2003 balance sheet shows a total
stockholders' equity deficit of $1,069,251 -- designs,
manufactures and markets thermal imaging and infrared devices and
services used for clinical diagnosis, pain management and non-
destructive testing of industrial products and materials. CTI has
developed six significant proprietary technologies, four of which
relate to its breast imaging system, BCS 2100. These include a
climate-controlled examination unit to provide patient comfort and
facilitate reproducible tests for the BCS 2100; an imaging
protocol designed to produce consistent results for the BCS 2100;
a statistical model that detects physiological irregularities for
the BCS 2100, and infrared imaging and analysis hardware,
including a proprietary heat-sensing camera. CTI also markets the
Thermal Image Processor and Photonic Stimulator, two cleared pain
management devices used for diagnostic imaging and therapeutic
treatment.


COMPUTERIZED THERMAL: Obtains $500 Million Leasing Commitment
-------------------------------------------------------------
Computerized Thermal Imaging, Inc. (CTI) entered into a letter of
commitment with Associated Leasing International Corp., pursuant
to which Associated Leasing proposes to help market CTI's medical
and industrial equipment and providing a credit facility of up to
$500 million to facilitate sales of CTI's products. Associated
Leasing provides lease financing of a broad range of capital
equipment, including medical, heavy industrial, electronics,
aerospace, transportation, and equipping entire hospitals. Details
to implement this new program are now in development. (For more
information on Associated see www.associatedleasing.net)

CTI also reported that on March 19, 2004 it received a letter from
the staff of the U.S. Food and Drug Administration (the "FDA")
addressing CTI's application for premarket approval of CTI's BCS
2100 breast cancer screening device. In its letter, the FDA staff
identified three alternative approaches, including CTI's current
approach, to achieve premarket approval of the BCS2100. CTI
management believes the FDA response is, in part, attributable to
intervention by the Office of the FDA Commissioner. CTI management
and staff are now reviewing and evaluating each of the three
alternatives. All three alternatives involve different concepts in
statistical methodology; however, the FDA staff has indicated that
the two alternative approaches to CTI's existing approach would
require new studies, but would involve considerably fewer subjects
than CTI's current approach. Mr. Secord commented, "We are very
appreciative of the FDA staff's willingness to help resolve the
longstanding statistical issue regarding premarket approval of the
CTI breast cancer system."

                        About CTI

CTI -- whose December 31, 2003 balance sheet shows a total
stockholders' equity deficit of $1,069,251 -- designs,
manufactures and markets thermal imaging and infrared devices and
services used for clinical diagnosis, pain management and non-
destructive testing of industrial products and materials. CTI has
developed six significant proprietary technologies, four of which
relate to its breast imaging system, BCS 2100. These include a
climate-controlled examination unit to provide patient comfort and
facilitate reproducible tests for the BCS 2100; an imaging
protocol designed to produce consistent results for the BCS 2100;
a statistical model that detects physiological irregularities for
the BCS 2100, and infrared imaging and analysis hardware,
including a proprietary heat-sensing camera. CTI also markets the
Thermal Image Processor and Photonic Stimulator, two cleared pain
management devices used for diagnostic imaging and therapeutic
treatment.


CONEY ISLAND: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Coney Island Amusement, Inc.
        3333 Henry Hudson Parkway
        Bronx, New York 10463

Bankruptcy Case No.: 04-12002

Type of Business: The Debtor owns real estate for
                  development purposes.

Chapter 11 Petition Date: March 24, 2004

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Richard L. Koral, Esq.
                  60 East 42nd Street, Suite 1136
                  New York, NY 10165
                  Tel: 212-682-1212
                  Fax: 212-687-2084

Total Assets: $10,000,000

Total Debts:  $8,770,000

Debtor's 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Coney Island Resorts, Inc.    Loan                    $2,500,000
3333 Henry Hudson Parkway
Riverdale, NY 10463

KMZ Rosenman & Colin                                    $252,617
575 Madison Ave.
New York, NY 10022

Barry Gedan, Esq.                                       $140,240

Dynamic Group                                            $70,000

New York Advisory Services                                $5,875

Kucker & Bruh, LLP                                        $5,200


CONGOLEUM: Court Fixes Asbestos Property Damage Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey has fixed
May 3, 2004, at 5:00 pm (Eastern Time) as the deadline for filing
proofs of claim for asbestos property damage claims against
Congoleum Corporation and its debtor-affiliates.

Proof of Claim forms may be obtained by contacting the Debtor's
Claims Agent, The Altman Group, Inc. at (800) 206-0007 or by
submitting a request form on the Congoleum web site at
http://www.congoleum.com/

An original copy of the proof of claim form, along with copies of
all attachments may be submitted by hand delivery, first class
mail or overnight delivery to:

            The Altman Group, Inc.
            Re: Congoleum Corporation PD Claims Processing
            60 E. 42nd Street Suite 405
            New York, New York 10165

Claims not filed and served in accordance with these Court-
approved procedures will be denied and forever barred.

Headquartered in Mercerville, New Jersey, Congoleum Corporation
-- http://www.congoluem.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on December 31, 2003 (Bankr. N.J. Case No.
03-51524). Domenic Pacitti, Esq., at Saul Ewing, LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.


CONMACO/RECTOR: Seeks Court Nod to Use Lenders' Cash Collateral
---------------------------------------------------------------
Conmaco/Rector LP seeks interim and final nod from the U.S.
Bankruptcy Court for the Eastern District of Louisiana, to use its
lender's cash collateral to finance the continued operation of its
business.

Prior to the filing of its chapter 11 petition, the Debtor
maintained a line of credit with the CIT Group/Equipment
Financing, Inc.  The CIT Group claims a valid and perfected lien
and security interest in a substantial portion of the Debtor's
property including all accounts, documents, instruments,
inventory, equipment, investment property, and general intangibles
of the Debtor.  The outstanding obligations of the Debtor to CIT
Group as of the Petition Date was approximately $19,702338.

The Debtor has an immediate need to obtain funds to continue the
operation of its business. It is imperative that the Debtor
obtains authority from this Court to use cash collateral in order
to maintain its business operations and protect its ability to
reorganize in accordance with Chapter 11 of the Bankruptcy Code.

The Debtor believes that the expenses are reasonable and necessary
business expenses needed to continue the Debtor's business
operations.  The Debtor reports monthly cash outflows of $626,500
for the months March to May.

As adequate protection to the Bank for the use of cash collateral
and the risk of any diminution of such cash collateral as of the
Petition Date, the Debtor proposes to:

   a) grant replacement liens and security interests in the same
      rank, privilege and amount, pursuant to and in accordance
      with Section 361(2), in and to all property of the
      Debtor's estate of the kind presently encumbered by the
      indebtedness owed to the CIT Group as of the time of the
      filing of the Petition, including a replacement lien in
      all of the Debtor's accounts receivable generated post-
      petition, and;

   b) grant administrative priority pursuant to Sections
      361(3), 503(b), and 507(a)(1);

   c) provide of financial and operational reports to the CIT
      Group; and

   d) maintain the insurance on all of the Collateral;

   e) segregate all Cash Collateral from other non-cash
      collateral belonging to the Debtor;

   f) conduct its business operations pursuant to budgets
      approved by the Court after review and the right to object
      by CIT Group.

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


CREDIT SUISSE: Fitch Assigns BB+ Rating to Class K & J Notes
------------------------------------------------------------
Fitch Ratings upgrades Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 2001-FL1, as follows:

        -- $7.8 million class G to 'AAA' from 'AA';
        -- $3.9 million class H to 'AAA' from 'BBB+';
        -- $3.2 million class K to 'BB+' from 'B+'.

In addition, Fitch affirms the following classes:

        -- $6.1 million class D 'AAA';
        -- $5.2 million class E 'AAA';
        -- $5.2 million class F 'AAA';
        -- $9.7 million class J 'BB+'.

F itch does not rate the $10.5 million class L. Classes A, B and C
have paid in full.

The upgrades reflect improved credit enhancement levels resulting
from loan payoffs and amortization. Of the original 37 loans,
three are currently outstanding in the pool and all are with the
special servicer.

Classes J and K are experiencing interest shortfalls due to trust
expenses, special servicing fees and other non-recoverable
expenses. The shortfalls, as well as the accrued interest on the
shortfalls, are expected to be repaid in full shortly.

The largest specially serviced loan, Alliance SH2 Portfolio
(66.6%), is secured by three garden style multifamily properties
located in Indiana, North Carolina and Texas. The loan matures in
October 2003 and is currently performing under a forbearance
agreement while the borrower pursues refinancing. The loan remains
current. The second largest specially serviced loan, Citiscape
Apartments, is secured by a 231-unit apartment complex in Dallas,
TX. This loan has been real estate-owned (REO) since November of
2003. The property, which has historically performed well, is
currently being marketed by the special servicer.

The third largest specially serviced loan, Holiday Express
Cambridge (15.4%), is secured by a 112-room limited service hotel
located in Cambridge, MA. The loan has been modified extending its
maturity until October 2004 and is pending return to the master
servicer. Under the terms of the modification, the borrower has
agreed to make a one time payment reducing the principal balance
by $800,000 while the lender has agreed to write down the loan
balance by $1.2 million. This loan is current.

Fitch will continue to closely monitor the deal as surveillance is
ongoing.


CURTIS ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Curtis Enterprises, Inc.
        P.O. Box 1170
        Russellville, Arkansas 72811

Bankruptcy Case No.: 04-12947

Chapter 11 Petition Date: March 9, 2004

Court: Eastern District of Arkansas (Little Rock)

Judge: Audrey R. Evans

Debtor's Counsel: Stephen L. Gershner, Esq.
                  Davidson Law Firm
                  P.O. Box 1300
                  Little Rock, AR 72203-1300
                  Tel: 501-374-9977

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.


DIRECTV LATIN AMERICA: Gets Okay for Music Choice Settlement Pact
-----------------------------------------------------------------
DirecTV Latin America, LLC rejected its programming agreement with
Music Choice, pursuant to which the Debtor was licensed the right
to broadcast and make available to subscribers certain digital
music programming.

The Court authorized the Debtor to reject the Music Choice
Agreement on March 28, 2003, and, consequently, Music Choice
timely filed a proof of claim for $27,327,001.  The Music Choice
claim consists of $4,729,560 in accrued but unpaid prepetition
amounts and rejection damages estimated at $22,597,441.

Music Choice and the Debtor have agreed that the Music Choice
Claim will be reduced by $1,327,001 and that Music Choice will
have an allowed general unsecured claim against the Debtor for
$26,000,000.  The Debtor and Music Choice have also agreed to a
mutual release of claims.

Consequently, the Debtor sought and obtained Court approval for
its settlement agreement with Music Choice. (DirecTV Latin America
Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ENRON CORP: Inks Pact Settling CASH V Investors' Claims
-------------------------------------------------------
Prior to the Petition Date, Enron Power Marketing, Inc., and
Virginia Electric and Power Company entered into a Power Purchase
Agreement whereby EPMI provided electricity capacity and
scheduled electricity to Virginal Electric in return for monthly
payments -- the Capacity Payments.  EPMI's right to future
receivables under the Power Purchase Contract was monetized
through these series of transactions:

   * On June 30, 1997, EPMI sold the right to the Capacity
     Payments to Enron Cash Company No. 5, pursuant to an
     assignment agreement in return for a cash payment of
     approximately $131,000,000.  Also on June 30, 1997, CashCo
     5, pursuant to a contractual asset sale agreement,
     transferred an asset equal to the Purchase Price to the
     Contractual Asset Securitization Holding Trust V in return
     for a cash payment of an amount equal to the Purchase Price
     from the Trust.  In turn, the Trust paid EPMI a purchase
     price to enter into an interest rate swap agreement with
     the Trustee to eliminate cash flow volatility.

   * To fund the purchase of the Contractual Asset from CashCo 5
     and to purchase the Swap, the Trust issued to a syndicate
     of lenders led by Barclays Bank PLC two tranches of notes
     amounting to $67,856,938 and $59,152,619, and certificates
     of beneficial ownership amounting to $3,928,131.  EPMI is
     the servicer of the CashCo 5 Sale Agreement and Barclays
     acts as the administrative agent.  The Capacity Payments
     service the debt incurred by issuing the Notes.

   * Pursuant to the Performance Guaranty, dated as of June 30,
     1997, Enron guaranteed to the Cash V Investors, Barclays,
     as Administrative Agent and Master Swap Counterparty, and
     the Trustee the payment and performance of all obligations
     of EPMI and CashCo 5 under the Operative Documents.

Virginia Electric failed to make Capacity Payments under the Power
Purchase Contract and EPMI had a claim against it for the unpaid
amounts.

However, the commencement of the Chapter 11 cases constituted an
event of default under the Guaranty and certain other Operative
Documents.

Barclays asserted a prepetition claim against EPMI and Enron for
$68,590,538, plus all costs and allowable interest, based on
EPMI's alleged default of the CashCo 5 Sale Agreement and related
Service Agreement.  EPMI denied the allegations.

The parties settled all issues regarding the CASH V Structure
through a settlement agreement.  Accordingly, the parties engaged
in extensive, arm's-length and good faith negotiations and
discussions.

Consequently, Enron, EPMI, CashCo 5, Barclays, in its capacity as
a Purchaser and as agent and master swap counterparty, the CASH V
Investors -- Credit Lyonnais New York Branch, Bank of Nova
Scotia, Bayerische Landesbank Girozentrale, Mizohu Global Ltd.,
KBC Bank NV, UFJ Bank Limited, Metropolitan Life Insurance
Company, Texas Life Insurance Company, Principal Life Insurance
Company -- and State Street Bank and Trust Company of New York,
National Association agreed on these terms and conditions:

A. Settlement Payments

   On the Closing Date, the Trustee will cause to be paid to
   Barclays, in its capacity as Administrative Agent for
   distribution to each of the CASH V Investors its pro rata
   share of:

   (1) the amount currently on deposit in the Distribution
       Account established pursuant to the Sale Agreement, which
       amount is approximately $69,000; and

   (2) the amount currently held in the Collection Account
       established pursuant to the Sale Agreement, which amount
       is about $41,700.

   EPMI agreed that all amounts received from Virginia Power
   after the Closing Date in connection with the Virginia Power
   Claim will be deposited in an account EPMI will establish.

   In addition, EPMI will cause to be paid all payments received
   in connection with the Virginia Power Claim in this manner:

   (a) Enron will be reimbursed for up to $1,000,000 of
       reasonable out-of-pocket costs incurred in connection with
       its prosecution of the Virginia Power Claim;

   (b) The next $2,600,000 of recoveries will be split between
       EPMI and the CASH V Investors, with EPMI receiving 20% of
       the amount recovered and the CASH V Investors receiving
       80% of the amount;

   (c) The next $10,000,000 in recoveries will be shared equally
       between EPMI and CASH V Investors;

   (d) Any recovery greater than $12,600,000 but less than
       $32,600,000 will be split between EPMI and the CASH V
       Investors with EPMI receiving 60% of the amount recovered
       and the CASH V Investors receiving 40% of that amount; and

   (e) Any recovery greater than or equal to $32,600,000 will be
       split between EPMI and CASH V Investors, with EPMI
       receiving 75% of the amount recovered and the CASH V
       Investors receiving 25% of the amount.

B. Mutual Release

   Each of the parties releases, acquits and forever discharges
   each other from any and all claims, demands, liabilities and
   causes of action at any and every kind, character or nature
   whatsoever, in law or in equity, asserter or unasserted,
   which the Parties may have or claim to have against each
   other now, or which may later arise, solely from the CASH V
   Transactions.

C. Proofs of Claim

   The Parties acknowledged and agreed that Claim Nos. 10909 and
   10910 filed against Enron and EPMI by or on behalf of any
   of the CASH V Investors, the CASH V Trust and the other
   holders of Notes and Certificates in the amount as filed will
   not be released, discharged or otherwise waived; provided,
   however, that the Filed Claims are subject to reduction to
   the extent payments are made pursuant to the Settlement
   Agreement, and are further subject to Enron's and EPMI's
   right to dispute the claims; provided further, that any
   proofs of claim in excess of the amount will be deemed
   immediately expunged without any further Court order.  The
   Filed Claims with respect to Enron may be amended to reflect
   amounts due under the Swap and any amended Filed Clam will
   remain subject to Enron's right to dispute it in all respects.

D. Cooperation/Virginia Power Claim

   The Parties agreed that EPMI will use its commercially
   reasonable efforts to prosecute the Virginia Power Claim;
   provided, however, that any settlement, resolution or other
   agreement between EPMI and Virginia Power will require the
   approval of the "Majority Purchasers," which approval will
   not be unreasonably withheld or delayed; provided further,
   however, that if amounts to be received by EPMI in connection
   with the Virginia Power Settlement exceed $20,000,000, the
   approval will not be required.  Each of the CASH V Investors
   agreed to cooperate, at no cost to the CASH V Investor, to
   the extent reasonably requested by EPMI and will not
   interfere with EPMI's prosecution of its claims against
   Virginia Power.

Thus, pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors sought and obtained Court approval for the
Settlement Agreement. The Court also authorize Enron and EPMI to
enter into and implement the Settlement Agreement. (Enron
Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


FEDERAL FORGE: U.S. Trustee Names Official Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 9 appointed a 7-member
Official Committee of Unsecured Creditors in Federal Forge, Inc.'s
Chapter 11 case:

      1. Mark Fiorina
         Republic Engineered Products
         3770 Embassy Parkway
         Akron, Ohio 44333
         Tel: 330 670 3042
         Fax: 330 670 7041

      2. Gary W. Barnard
         Barnard Manufacturing Co., Inc.
         205 E. Walker Road
         PO Box 10
         St. Johns MI 48879
         Tel: 989 224 1070
         Fax: 989 224 1903

      3. Diane Hurst
         S & S Die Companye
         830 River Street
         Lansing, Michigan 48912
         Tel: 517 484 8144
         Fax: 517 484 5511

      4. Michael Conlin/Paul Verbrugge
         Non-Destructive Testing Services, Inc.
         8181 Broadmoor, SE
         Caledonia, Michigan 49316
         Tel: 616 891 3870
         Fax: 616 891 3565

      5. Tim Dunagan
         Ajax Technologies
         1441 Chardon Road N
         Euclid, Ohio 44117
         Tel: 216 531 1010
         Fax: 216 481 6369

      6. John M. Dolski
         Bell Induction Heating, Inc.
         41241 Edison Lake Road
         Belleville, Michigan 4811
         Tel: 734 679 0133
         Fax: 734 697 0766

      7. Carol A. McCrackin
         R.M. Electric, Inc.
         16037 Grove Road
         Lansing Michigan 48906
         Tel: 517 523 7580
         Fax: 517 323 7810

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 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.


FLEMING COS: Asks Court to Extend Lease Decision Time to Aug. 31
----------------------------------------------------------------
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl, Young,
Jones & Weintraub P.C., in Wilmington, Delaware, reminds the
Court that, as of the Petition Date, the Fleming Companies, Inc.
Debtors' lease portfolio included 1,500 non-residential property
leases.  So far, the Debtors have decided to assume and assign or
reject more than 1,300 leases.  The Debtors worked diligently in
analyzing the portfolio to determine which of the leases are
valuable estate assets and which are burdensome.

Under the Purchase Agreement with C&S Wholesale Grocers, Inc.,
and C&S Acquisition LLC, C&S bought the right to designate
certain leases to be assumed and assigned to it or its designees,
or, alternatively, to be rejected.  The six-month option period
for C&S to exercise that right expired on February 23, 2004.

At present, the Debtors have fewer than 200 remaining unexpired
leases, and all but 50 have been or will shortly be the subject
of requests seeking assumption or rejection.  Ms. McFarland
relates that the Debtors are unable to make reasoned decisions on
whether to assume or reject all the Leases before the current
deadline.  The Debtors' cases are large and complex, and any
decision with respect to the assumption and rejection of the
unexpired leases will be central to any plan.  But the Debtors
also do not want to forfeit their rights to assume any of the
Leases as a result of the "deemed rejected" provision of Section
365(d)(4) of the Bankruptcy Code.  Accordingly, the Debtors
determined that they need more time to ensure reasoned and
informed decisions on the Leases.

By this motion, the Debtors ask the Court to extend their time to
assume or reject unexpired non-residential real property leases
until August 31, 2004.

Ms. McFarland contends that if the deadline is not extended, the
Debtors may be forced to assume liabilities or forfeit the
benefits associated with some unexpired leases.  The Debtors do
not want to be compelled to make choices without sufficient
information.

Ms. McFarland assures the Court that the affected lessors will
not be prejudiced with the extension of the Section 365(d)(4)
deadline.  The Debtors have been current in all of their
postpetition rent payments and other contractual obligations with
respect to the Leases.  The Debtors will continue to timely pay
all rent obligations until the Leases are either rejected or
assumed.

Judge Walrath will convene a hearing on April 5, 2004, to
consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the lease decision deadline is automatically extended
through the conclusion of that hearing.

Headquartered in Lewisville, Texas, Fleming Companies, Inc.
-- http://www.fleming.com/-- is the largest multi-tier
distributor of consumer package goods in the United States.  The
Company filed for chapter 11 protection on April 1, 2003 (Bankr.
Del. Case No. 03-10945).  Richard L. Wynne, Esq., Bennett L.
Spiegel, Esq., Shirley Cho, Esq., and Marjon Ghasemi, Esq., at
Kirkland & Ellis, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed $4,220,500,000 in assets and $3,547,900,000
in liabilities. (Fleming Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FMAC LOAN: Fitch Takes Rating Actions on Series 1998-C Notes
------------------------------------------------------------
Fitch Ratings downgrades FMAC Loan Receivables Trust, series 1998-
C, as follows:

        --Class B to 'BB' from 'BBB';
        --Class C to 'B' from 'BB';
        --Class F to 'D' from 'C'.

In addition, Fitch affirms the following classes:

        --Class A-X 'AA';
        --Class A-1 'AA';
        --Class A-2 'A';
        --Class A-3 'A';
        --Class D 'CCC';
        --Class E 'CC'.

Class F has defaulted on principal and interest payments and the
notes have been written down to $0 to cover losses from defaulted
loans. The downgrades to classes B and C are the result of erosion
of credit enhancement from writedowns and losses passed thru to
the trust. Fitch is expecting continued deterioration of the pool
of loans as evident with the $14.8 million convenience
acquisitions loans that have become delinquent in February 2004.
In December 2000, $35 million in convenience acquisitions loans
went delinquent, with a workout occurring in November 2002 to
bring the loans current.

Fitch analysis assumed low recovery expectations from the $8
million Westwind of Oregon loans and the $11.5 million exposure to
the East Texas Holdings loans that are currently in default.

At this time, Fitch believes that credit enhancement supporting
the senior bonds is adequate for the current ratings. However, as
loans continue to be impaired, further action may be needed.


FOOTSTAR INC: Accelerating Sales Process for Athletic Footwear
--------------------------------------------------------------
Footstar, Inc. announced that, as part of its Chapter 11
reorganization, it is moving forward with an accelerated process
to sell its remaining athletic footwear operations.

The planned divestiture will enable the Company to focus its full
attention and resources on its core Meldisco business, a strong
cash generator and a leader in the licensed and discount footwear
segments. The Company also said that its decision to pursue a sale
was in part due to the absence of a commitment from Nike USA,
Inc., the largest supplier to Footstar's athletic business, to
supply that business for more than 75 days in accordance with past
business practices.

Subject to Bankruptcy Court approval, Footstar intends to begin
soliciting bids for all or part of the remaining athletic footwear
business, which will be divested through a Court-supervised
auction. This business now consists of a strong portfolio of 353
Footaction stores, following the Company's announcement, earlier
this month, of plans to close 163 underperforming locations.
Clearance sales at these locations, which include 88 Just For Feet
stores and 75 Footaction stores, are now underway.

Dale W. Hilpert, Chairman, President and Chief Executive Officer,
commented, "Based on careful analysis of various alternatives, we
believe the value in our athletic business can be best realized by
pursuing a sale at this time. In recent weeks, we have taken
actions to significantly strengthen this business by exiting
unprofitable operations and streamlining the organization. The
Footaction business that remains is attractive and profitable,
serving a core base of athletic footwear consumers across major
metropolitan markets. A sale will enable us to concentrate our
full resources and energies to capitalize on the strengths of our
Meldisco business.

"We recognize this decision has serious implications for many of
our associates. We will be working to complete the sales process
expeditiously," said Mr. Hilpert.

Under a master license agreement, Meldisco has operated the
footwear departments of Kmart stores for more than 30 years.
Meldisco generated revenues of approximately $1.0 billion in 2003.

                  Footstar Background

Footstar, Inc., with 2003 revenues of approximately $2.0 billion
and 14,000 associates, is a leading footwear retailer. As of March
1, 2004, the Company operated 428 Footaction stores in 40 states
and Puerto Rico, 88 Just For Feet superstores located
predominantly in the Southern half of the country, and 2,496
Meldisco licensed footwear departments and 39 Shoe Zone stores.
The Company also distributes its own Thom McAn brand of quality
leather footwear through Kmart, Wal-Mart and Shoe Zone stores.


FREEPORT-MCMORAN: Prices $1B Convertible Preferred Stock Offering
-----------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc. (NYSE:FCX) announced the
pricing of its private offering of $1 billion of Convertible
Perpetual Preferred Stock. The preferred stock, which will have a
liquidation preference of $1,000 per share, will pay, when
declared by the Board of Directors, cash dividends at a rate of 5
1/2% per annum, payable quarterly.

The preferred stock will be convertible into 18.8 million shares
of FCX common stock, equivalent to a conversion price of $53.186
per share of common stock, reflecting a 40 percent conversion
premium to the $37.99 per share closing price of FCX's common
shares on the New York Stock Exchange on March 24, 2004. The
conversion rate will be subject to adjustments in certain
circumstances and the preferred stock may not be called for
redemption by FCX prior to March 30, 2009, and thereafter may be
called at FCX's option if FCX's common stock price exceeds 130
percent of the conversion price.

The offering, which is expected to close on March 30, 2004, will
generate net proceeds of approximately $969 million. Approximately
$881.9 million of net proceeds will be used to acquire 23.9
million shares of FCX common stock owned by Rio Tinto and the
remainder for general corporate purposes. The closing of the FCX
common stock acquisition and the closing of this offering are
conditioned on each other.

FCX has granted the initial purchasers an option to purchase up to
an additional $100 million of the preferred stock.

The preferred stock is being offered only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933. The preferred stock and the common stock
issuable upon conversion have not been registered under the
Securities Act of 1933 or the securities laws of any other
jurisdiction. Unless they are registered, the securities may be
offered and sold only in transactions that are exempt from
registration under the Securities Act of 1933 or the securities
laws of any other jurisdiction. This press release does not
constitute an offer to sell or the solicitation of an offer to buy
any securities of the company.

                        *   *   *

As reported in the Troubled Company Reporter's January 30, 2004
edition, Standard & Poor's Ratings Services assigned a 'B-' senior
unsecured debt rating to Freeport-McMoRan Copper & Gold Inc.'s
$350 million notes due 2014.

"The ratings on Freeport-McMoRan reflect its ownership in one of
the lowest-cost copper operations in the world and strong free
cash flow generation overshadowed by the risks of operating in the
Republic of Indonesia and its aggressive debt leverage, said
Standard & Poor's credit analyst Dominick D'Ascoli.


GENTEK: Selling KRONE Communications Business to ADC for $350MM
---------------------------------------------------------------
GenTek Inc. (OTC Bulletin Board: GETI) has signed a definitive
agreement to sell its KRONE communications business to ADC
Telecommunications, Inc. (NASDAQ: ADCT).

Under the terms of the agreement, GenTek will receive total
consideration of approximately $350 million, consisting of $291
million in cash and the assumption by ADC of approximately $59
million of pension- and employee-related liabilities. The
transaction is expected to close within 90 days and is subject to
customary conditions including regulatory and other approvals.

KRONE employs more than 2,000 people worldwide, primarily located
in the United States, Mexico, Germany, the United Kingdom and
Australia.

"The sale of the KRONE business to ADC represents a dramatic step
in the evolution of GenTek's business portfolio and provides an
extremely favorable result to our shareholders," said Richard R.
Russell, GenTek's President and CEO. "The net proceeds from this
transaction will substantially de-lever GenTek's balance sheet,
providing us with much greater financial flexibility going
forward."

GenTek indicated that it expects the net cash proceeds from this
transaction to be approximately $250 million, after transaction
fees, taxes, required distributions to holders of the Company's
Tranche A warrants and other required payments. Proceeds from the
transaction are expected to be used primarily to repay debt.

"While we are sorry to see our affiliation with KRONE's world-
class management team and employees come to an end, we believe
that this transaction provides them with a unique opportunity to
be part of a premier global connectivity and cable business,"
Russell said. "I want to personally thank Ron Lowy, KRONE's
President and COO, and his team for their extraordinary efforts
over the past three years."

For the year ended December 31, 2003, GenTek's KRONE business
generated $316 million of sales and $13 million of adjusted
operating income, on an unaudited basis and before restructuring
charges and other one-time items, and had depreciation and
amortization expense of $14 million. A reconciliation of KRONE's
2003 adjusted operating income to its 2003 operating income of $7
million is provided below. Adjusted operating income is presented
here as the Company believes it is more indicative of ongoing
business activity than is operating income.

"This transaction will bring added financial strength to GenTek
that will allow us to concentrate our efforts on growing the core
businesses within our performance products and manufacturing
segments," Russell noted.

Credit Suisse First Boston LLC acted as financial advisor to
GenTek on this transaction, while Skadden, Arps, Slate, Meagher
and Flom LLP provided legal advice.

                  About GenTek Inc.

GenTek Inc. is a manufacturer of industrial components,
performance chemicals and telecommunications products. Additional
information is available at http://www.gentek-global.com/

         About ADC Telecommunications, Inc.

ADC offers high-quality, value-added solutions of network
equipment, software and systems integration services that enable
communications service providers to deliver high-speed Internet,
data, video and voice services to consumers and businesses
worldwide. ADC has sales into more than 90 countries. Learn more
about ADC Telecommunications, Inc. at http://www.adc.com/


GREY WOLF: Offering $100M Floating Rate Convertible Sr. Notes
-------------------------------------------------------------
Grey Wolf, Inc. (Amex: GW) has agreed to sell $100 million
aggregate principal amount of floating rate contingent
convertible senior notes due 2024 in a private offering.  Grey
Wolf has granted to the initial purchaser an option to acquire up
to an additional $25.0 million principal amount of the notes.  The
closing of the transaction is subject to customary terms and
conditions.

The notes will be convertible into shares of Grey Wolf's common
stock at a conversion price of $6.51 per share of common stock,
upon the occurrence of certain events.  The notes will bear
interest at an annual rate equal to three-month LIBOR, adjusted
quarterly, minus a spread of 0.05% except that interest for any
period will never be less than zero.  Regardless of the level
of three-month LIBOR, the coupon interest rate will never exceed
6.00% per annum.  Interest will be payable quarterly in arrears.

Grey Wolf will have the right to redeem the notes for cash at any
time after April 2014.  Holders will have the right to require
Grey Wolf to repurchase the notes in 2014 and 2019.  The Company
will use the net proceeds from the offering to fully redeem its 8-
7/8% Senior Notes due 2007 and for general corporate purposes.  If
the initial purchaser exercises its option to acquire the
additional $25.0 million principal amount of the notes, the net
proceeds from the exercise of the option will be used for general
corporate purposes.

Grey Wolf, Inc., headquartered in Houston, Texas, is a leading
provider of contract oil and gas land drilling services in the
Ark-La-Tex, Gulf Coast, Mississippi/Alabama, South Texas, West
Texas and Rocky Mountain regions with a total drilling rig fleet
of 117.

                        *   *   *

As reported in the Troubled Company Reporter's March 12, 2004
edition, Standard & Poor's Ratings Services affirmed its 'BB-'
corporate credit and senior unsecured ratings on Grey Wolf Inc.,
and revised its outlook to negative following a review of Grey
Wolf's proposed acquisition of New Patriot Drilling Corp.

"The acquisition of New Patriot Drilling Corp. for about $51
million dollars, $30 million of which will be funded with cash,
will result in reduced liquidity for Grey Wolf at a time of
diminished cash flow and a still-weak deep drilling market," noted
Standard & Poor's credit analyst Paul B. Harvey. "Since the June
2003 refinancing of its 8.875% $165 million notes, liquidity (cash
and available borrowing capacity) has decreased by nearly 40%
including the New Patriot acquisition, with cash
on hand dropping by nearly $60 million," he continued.

The negative outlook reflects the reduced liquidity resulting from
the New Patriot acquisition at a time of continuing weak industry
conditions and cash flow for Grey Wolf. If significant liquidity
erosion continues while industry conditions fail to improve,
negative rating actions are likely.


HANOVER HOLDINGS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Hanover Holdings, Incorporated
        26 Green Street
        Bellows Falls, Vermont 05101

Bankruptcy Case No.: 04-10312

Chapter 11 Petition Date: March 3, 2004

Court: District of Vermont (Rutland)

Judge: Colleen A. Brown

Debtor's Counsel: Rebecca A. Rice, Esq.
                  Cohen & Rice
                  26 West Street, Suite 1
                  Rutland, VT 05701-3274
                  Tel: 802-775-2352

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.


HAWAIIAN AIRLINES: Made $133 Million Operating Turnaround in 2003
-----------------------------------------------------------------
Hawaiian Airlines, Inc. announced its final financial results for
the fiscal year ended December 31, 2003, showing that the company
reported an operating profit(1) of $77.5 million (including a
$17.5 million security fee reimbursement from the federal
government) on revenue of $706.1 million, compared to an operating
loss of $55.2 million on revenue of $632 million for 2002.

The results reflect an operating profit turnaround of $132.7
million and Hawaiian's most profitable annual operating result
ever.

Said Joshua Gotbaum, Hawaiian's trustee, "It was an amazing year.
Hawaiian's management and employees have done a spectacular job.
Building on a new fleet, they have reformed almost every part of
Hawaiian's operations. Hawaiian, always known for excellent
service, is now also the nation's most punctual airline as well as
one of the most profitable.

"Even so," Gotbaum said, "we're not resting on our laurels.
Airline competition is fierce, and every year is a new chance to
remind travelers about Hawaiian's unique combination of service
and value."

The operational success of 2003 meant Hawaiian finished the year
as the third most profitable airline in the nation, which, as
Gotbaum says, "is an incredible story all by itself."

Many positive changes contributed to Hawaiian's improvement in
2003. Passenger revenue increased by $85 million, cargo revenue by
$7 million. The newly acquired fleet produced savings of $41
million in aircraft maintenance, while increased use of Hawaiian's
web site and direct booking saved some $10 million in distribution
costs.

(1)Operating profit excludes bankruptcy-related and other non-
operating charges, interest, and taxes. Airlines are frequently
compared on the basis of operating profit margins. The financial
accounts that include all these charges are discussed on the next
page and attached to this release.

These offset increases of $28 million in aircraft rent and $10
million in wages and benefits, as well as a $23 million decline in
charter revenue from reduced charter service compared to the year
prior.

Under generally accepted accounting principles, reorganization-
related expenses are reported as a non-operating expense. In 2003,
Hawaiian had $115.1 million in net reorganization expenses; of
this amount approximately $102 million represents non-cash
charges, consisting of bankruptcy-related claims and asset write-
offs. When these and other non-operating charges (e.g., interest
expense, taxes) are taken into account, the company reported a net
loss of $49.5 million for 2003 (versus a net loss of $57.4 million
in 2002).

A full set of audited financial statements will be posted at
Hawaiian Airlines' web site at http://www.HawaiianAir.com/when
they become available.

               Operational Improvements

The year was marked by several accomplishments that contributed to
Hawaiian's financial success, including the full conversion to a
new fleet of transpacific aircraft with the retiring of the last
DC-10 jet in February 2003.

In addition, the company revamped its web site, which generated a
steady increase in web sales activities throughout the year as
customers responded to the special fares and travel deals offered
online.

Hawaiian also introduced several technology-based initiatives that
improved its operational efficiency including a full conversion to
e-ticketing, the installment of Self Check-In Hele On (Hurry Up)
terminals at all Hawaii airports to speed transits, and the
introduction of Web Check-In Hele On at HawaiianAir.com allowing
customers to check in from home or the office up to 24 hours
before departure.

This helped contribute to Hawaiian's operational success for the
year, which was reflected in the airline finishing 2003 as the
nation's number one on-time carrier for November and December -
which were the first two months the company submitted traffic
statistics - according to monthly reports filed by the U.S.
Department of Transportation.

                  About Hawaiian Airlines

Hawaiian Airlines, the nation's number one on-time carrier, is
recognized as one of the best airlines in America. Business
travelers recently surveyed by Conde Nast Traveler rated Hawaiian
Airlines as having the best in-flight service and meals of any
U.S. carrier. Hawaiian was recently ranked fourth best in the
nation overall by Travel + Leisure.

Celebrating its 75th year of continuous service, Hawaiian Airlines
is Hawaii's biggest and longest-serving airline, and the second
largest provider of passenger air service between Hawaii and the
mainland U.S. Hawaiian offers nonstop service to Hawaii from more
mainland U.S. gateways than any other airline. Hawaiian also
provides approximately 100 daily jet flights among the Hawaiian
Islands, as well as service to American Samoa and Tahiti.

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


HAYES LEMMERZ: Objects to Gerotech's $1.2 Million Claim
-------------------------------------------------------
Gerotech Incorporated filed Claim No. 2400 for $1,211,768 on
account of unpaid balance allegedly owed by Debtor Hayes Lemmerz
International-Montague, Inc. on the purchase of six Mori-Seiki
horizontal machining centers and accessories, which were to be
used by HLI-Montague in the production of parts for automobile
suspension systems.  The Machines were purchased by HLI-Montague
pursuant to a Purchase and Security Agreement, dated October 5,
2001, which incorporated by reference Quotation No. Q3443, dated
November 19, 2000, and Purchase Order No. 102254, dated
February 2, 2001.  The Quotation and Purchase Order provide
specifications and performance requirements for the Machines.

Pursuant to the PSA, Gerotech retained a purchase-money security
interest in the Machines.  Gerotech asserts that it properly
perfected the security interest by the timely filing of financing
statements.  On January 28, 2002, Gerotech sought adequate
protection payments from the Debtors for any decrease in the
value of the Machines while in HLI-Montague's possession.  In the
alternative, Gerotech asked the Court to lift the automatic stay
to repossess the Machines.

Pursuant to a Consent Order, the Debtors agreed to pay Gerotech
$11,500 as monthly adequate protection payments.  The Debtors
made timely payments to Gerotech under the Consent Order until
the confirmation date of their Chapter 11 Plan.

Under the Plan, the Gerotech Claim is treated as a "Miscellaneous
Secured Claim," a secured claim against the Debtors that did not
relate to certain credit facilities.  As such, the Gerotech Claim
was reinstated as of the Effective Date.  The purchase-money
security interest held by Gerotech was not extinguished by the
occurrence of the Effective Date.  The Plan further provided that
the Reorganized Debtors retained the right to contest or defend
against the Gerotech Claim in the Court or in an appropriate non-
bankruptcy forum after the Effective Date.

Gerotech represented to HLI-Montague that the cycle times of the
Machines would be that a single machine could prepare 100,000
suspension parts in a 240-day work year.  Based on these
representations, HLI-Montague determined that it would require
six of the Machines to meet the demand for the specific
suspension parts it planned to produce.  The Machines, however,
consistently failed to meet the cycle times and other production
requirements described in the Quotation and Purchase Order.  The
cycle times and production results of the Machines have deviated
so far from the promised specifications that HLI-Montague was
forced to purchase additional equipment and machine tools to meet
the demand of its customers.

As a result, the Reorganized Debtors commenced a complaint after
the Effective Date against Gerotech before the Circuit Court for
the County of Wayne, Michigan, seeking damages for breach of
contract and breach of express and implied warranties.  As of
March 1, 2004, the Michigan Litigation remains pending.

Consequently, the Reorganized Debtors object to Gerotech's Claim
No. 2400 and ask the Court to disallow and expunge the Claim in
its entirety.  As the amount and validity of the Gerotech Claim
is largely dependent on the outcome of the Michigan Litigation,
J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom,
LLP, in Chicago, Illinois, points out that the Gerotech Claim is
contingent and unliquidated.  Therefore, the Court should not
make a determination regarding the allowability and the amount of
the Gerotech Claim until:

   -- the time as the Circuit Court has made a final
      determination as to the liability and damages, thus
      liquidating the Gerotech Claim; and

   -- the Reorganized Debtors have exhausted all available appeal
      rights, thus eliminating the contingencies involved in the
      Michigan Litigation.

The Reorganized Debtors reserve all rights to file a substantive
objection to the Gerotech Claim on any and all available grounds
once the Michigan Litigation has concluded.  Due to the
contingent and unliquidated nature of the Gerotech Claim, Mr.
Ivester advises the Court that other bases for objection may
arise, or the Reorganized Debtors may become aware of substantive
bases for objection to the Gerotech Claim, at a later date. (Hayes
Lemmerz Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


HIGH VOLTAGE: Gets Nod to Hire Ordinary Course Professionals
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, gave High Voltage Engineering Corporation and
its debtor-affiliates approval to continue employing the
professionals they utilize in the ordinary course of their
businesses.

Prior to the Petition Date, the Debtors employed, from time to
time, professionals to render services relating to, among other
things:

      (a) general corporate,
      (b) litigation,
      (c) accounting,
      (d) auditing, and
      (e) other matters requiring the expertise and assistance
          of professionals.

The Debtors desire to continue to employ the Ordinary Course
Professionals to render services to the estates that are similar
to the prepetition services.

The Debtors submit that the retention of the Ordinary Course
Professionals is in the best interests of their estates and
creditors.  While Ordinary Course Professionals with whom the
Debtors previously dealt have stated that they wish to represent
them on an ongoing basis, some might be unwilling to do so if they
are paid through a formal and time consuming application process.

Moreover, if the expertise and background knowledge of these
Ordinary Course Professionals with respect to the particular areas
for which they were responsible prior to the Petition Date are
lost, the estates undoubtedly will incur additional and
unnecessary expenses because they will be forced to retain other
professionals without such background and expertise.

The court permits the Debtors to pay 100% of the postpetition fees
and disbursements to each Ordinary Course Professional upon the
submission to the Debtors of an appropriate in voice setting
forth, in reasonable and customary detail, the nature of the
services rendered after the Filing Date.

The Debtors estimate that the interim fees and expenses will not
exceed a total of $125,000 per month for all Ordinary Course
Professionals and $15,000 per month for any single Ordinary Course
Professional.

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.


HI-TECH ELECTRONIC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Hi-Tech Electronic Assembly Inc.
        5 HI-Tech Drive
        Oglesby, Illinois 61348

Bankruptcy Case No.: 04-11434

Type of Business: The Debtor provides Contract Packaging,
                  Electronic Component Design, and Systems
                  Integration Services.
                  See http://www.hi-tech5.com/

Chapter 11 Petition Date: March 23, 2004

Court: Northern District of Illinois (Chicago)

Judge: Carol A Doyle

Debtor's Counsel: Richard G. Larsen, Esq.
                  Myler, Ruddy & Mctavish
                  111 West Downer Place Suite 400
                  Aurora, IL 60506
                  Tel: 630-897-8475

Total Assets: $0

Total Debts:  $2,731,111

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Union Bank                    Blanket Lien on all     $2,087,866
122 W. Madison St.            tangible and
Ottawa, IL 61350              Intangible assets of
                              the debtor

Belford Electronics           Business Debt              $45,224

Circuit Etching Technology    Business Debt              $42,028

Multitek                      Business Debt              $38,002

IEC/Integrated Electronics    Business Debt              $36,331

American Products             Business Debt              $33,293

Electrospec, Inc.             Business Debt              $30,575

Insight Electronics           Business Debt              $22,815

Lane Technical Sales          Business Debt              $22,815

Wallenstein & Wagner, Ltd.    Business Debt              $21,985

Circuit Engineering           Business Debt              $19,748

Future Active Industrial      Business Debt              $19,561
Electronic

Brother Electronics           Business Debt              $17,121

Herbolshelmer, Lannon,        Business Debt              $16,180
Henson, Dunc

Lintech Components            Business Debt              $14,990

Impact Components             Business Debt              $13,964

Neal, Gerber & Eisenberg      Business Debt              $13,252

Abalon Marketing              Business Debt              $12,500

Ford Motor Credit             Business Debt              $11,821

Sunny Components              Business Debt              $10,872


HOMEBASE ACQUISITION: S&P Assigns B+ Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Homebase Acquisition LLC, the parent company of
Consolidated Communications Illinois Holdings Inc. and
Consolidated Communications Texas Holdings Inc. The outlook is
stable.

Simultaneously, Standard & Poor's assigned its 'B+' bank loan
rating and a recovery rating of '3' (based on preliminary
documentation) to the $427 million secured bank loan facility co-
borrowed by Homebase indirect subsidiaries Consolidated
Communications Acquisition Texas Inc. and Consolidated
Communications Inc.

In addition, Standard & Poor's assigned its 'B-' rating to the
$240 million senior unsecured notes due 2014 issued under Rule
144A with registration rights by co-issuers Consolidated
Communications Texas Holdings Inc. and Consolidated Communications
Illinois Holdings Inc. (the respective holding companies of the
co-borrowers). The issuers are severally liable with respect to
payment of principal and interest on the notes, but each provides
a cross-guarantee of the other issuer's obligation on a senior
unsecured basis. In addition, the notes are guaranteed on a
nonrecourse basis by Homebase Acquisition LLC, limited in
recourse to a second-priority pledge of the common stock of the
issuers.

Homebase Acquisition LLC and its subsidiaries are collectively
known as "Consolidated Communications." The company is an
established rural local exchange company that provides
communications services to residential and business customers in
Illinois and, prospectively, Texas. Proceeds from the secured bank
loan facility, the new notes, and an $89 million contribution from
Homebase Acquisition's equity investors will be used to fund the
acquisition of TXU Communications Ventures Co. (approximately
$524 million) and to repay existing bank debt. Pro forma for the
TXU Communications Ventures acquisition, as of Dec. 31, 2003,
total debt outstanding was about $640 million.

"Ratings on Consolidated Communications reflect the company's high
debt leverage due to the largely debt-financed TXU Communications
acquisition, geographic concentration (Illinois and Texas), and
integration risk related to the acquisition," said Standard &
Poor's credit analyst Rosemarie Kalinowski. The acquisition,
expected to close by mid-2004, will significantly increase
Consolidated Communications' access lines to a total of about
262,000. "These factors are somewhat mitigated by the relatively
stable revenue of the telephone operations, the supportive
regulatory environment, and the depth of management experience at
the company," added Ms. Kalinowski.


ILLINOIS POWER: Ameren Files FERC Application to Acquire Company
----------------------------------------------------------------
Ameren Corporation (NYSE: AEE) filed its request for Federal
Energy Regulatory Commission (FERC) review and approval of its
acquisition from Dynegy Inc. (NYSE: DYN) of the stock of Decatur,
Ill.-based Illinois Power Company (IP) and Dynegy's 20 percent
interest in Electric Energy, Inc, owner of a Joppa, Ill.,
coal-fired power plant.

Ameren announced on Feb. 3 the proposed $2.3 billion transaction.
The parties also submitted to FERC several agreements, including a
firm capacity power supply contract for the annual purchase by IP
of 2,800 megawatts of electricity from Dynegy.  That power supply
contract extends through 2006 and is expected to supply about 75
percent of IP electric customer requirements.

The FERC application also confirms that Ameren is moving ahead
with its plans to join the Midwest Independent Transmission System
Operator (MISO) -- the regional transmission system organization
that acts as an agent to provide transmission service on behalf of
its members, who own the transmission assets.  On May 1, 2004,
Ameren plans to transfer functional control of the AmerenUE and
AmerenCIPS transmission systems to MISO through a contractual
agreement with a for-profit independent transmission company,
GridAmerica LLC., provided it has received all necessary
regulatory approvals.

In February 2004, the Missouri Public Service Commission approved
an agreement which authorizes AmerenUE to participate in MISO
through a contractual agreement with GridAmerica.  AmerenCILCO is
already a MISO member. The FERC application also seeks approval
for IP to join the MISO.  The company's future intent is to
eventually have all of Ameren operating companies' transmission
systems in MISO and managed through GridAmerica.

"Ameren's acquisition of IP and the resulting electric delivery
system upgrades we plan to make will benefit general reliability
and access to markets for IP customers and for communities
throughout the Midwest," says Gary L. Rainwater, chairman,
president and chief executive officer, Ameren Corporation.  "As we
have said, this transaction will offer a high level of service and
increased returns for investors.  This acquisition is a natural
fit with our core energy growth strategy and will provide benefits
to customers, employees, communities and our investors."

The acquisition is subject not only to the approval of the FERC
and the Illinois Commerce Commission, where a filing was made
March 24, but also to approval of the Securities and Exchange
Commission, the Federal Communications Commission, and to the
expiration of the waiting period under the Hart-Scott-
Rodino Act.  No approval is required from shareholders of the
company.  The company expects to make all remaining regulatory
filings within the next several weeks and for regulatory approvals
to be completed by year-end 2004.

With assets of $14.3 billion, Ameren serves 1.7 million electric
customers and 500,000 natural gas customers in a 49,000-square-
mile area of Missouri and Illinois.  Illinois Power, based in
Decatur, Ill., serves 600,000 electric and 415,000 natural gas
customers in a 15,000 square-mile territory across Illinois.  The
company was founded more than 75 years ago and its parent company
-- Illinova -- was purchased in 2000 by Houston, Texas-based
Dynegy Inc.

                        *   *   *

As reported in the Troubled Company Reporter's February 5, 2004
edition, Standard & Poor's Ratings Services placed its 'B'
corporate credit rating on electric utility Illinois Power Co., a
subsidiary of Dynegy Inc., on CreditWatch with positive
implications following the announcement that Ameren Corp. has
agreed to purchase Illinois Power.

Standard & Poor's also affirmed its 'B' corporate credit rating on
Dynegy. The outlook on Dynegy and its other subsidiaries remains
negative.

Also, Illinois Power Company's 'B' senior secured debt, 'CCC+'
indicative senior unsecured rating and 'CC' preferred stock have
been placed on Rating Watch Positive by Fitch Ratings.
The rating action follows the recent announcement by Dynegy Corp.
(DYN, senior unsecured rated 'CCC+', Outlook Positive) that it had
entered into an agreement with Ameren Corp. (Ameren, senior
unsecured rated 'A-', Stable) through which Ameren will acquire
all of the outstanding common and preferred stock of IP.


INSPEX INC.: General Claims Bar Date Fixed for April 15, 2004
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts orders
that April 15, 2004, at 4:00 p.m. Eastern Time, is the General
Claims Bar Date -- the deadline -- by which creditors must file
their proofs of claim against Inspex Inc. with the clerk of the
Bankruptcy Court.

Three types of claims are exempted from the bar date:

        1. Claims not listed as disputed, contingent and
           unliquidated in the Debtor's Schedules;

        2. Claims already properly filed against the Debtor; and

        3. Administrative expense claims under sections 503(b)
           and 507(a)(1) of the Bankruptcy Code.

The bar date for governmental units is May 19, 2004, at 4:00 p.m.
Eastern Time.

Inspex, Inc. -- http://www.inspex.com/-- is an innovative
developer of data management and wafer inspection systems for the
semiconductor industry.  The company filed for Chapter 11 relief
on November 21, 2003 (Bankr. Mass. Case No. 03-46714). Melvin S.
Hoffman, Esq., at Looney & Grossman represents the Debtor in its
restructuring efforts. When the debtor filed for protection
against its creditors, it disclosed total assets of $14,441,579
and total debts of $11,419,438.


INSTEEL: Lenders Agree to Forbear to Facilitate Refinancing Plans
-----------------------------------------------------------------
Insteel Industries, Inc. (Pink Sheets: IIIN) announced that it has
reached preliminary agreements with new lenders for the
refinancing of its senior secured credit facility. The anticipated
transactions are expected to provide up to $100 million of
financing, consisting of a $60 million revolving line of
credit and up to $40 million of term loans. Proceeds from the
transactions would be used to pay off the Company's existing
credit facility, support its working capital and capital
expenditure requirements, and for general corporate purposes.

While there can be no assurances, the transactions are
expected to close in May 2004, subject to reaching definitive
agreements, completion of due diligence, credit approval and
closing conditions required by the new lenders. In order to
facilitate the anticipated refinancing, the Company's existing
lenders have agreed to an extension in the maturity date of
the current credit facility from March 31, 2004 to May 17, 2004.

Following the completion of the anticipated refinancing, the
Company plans to file its Form 10-K for the year ended September
27, 2003 and its Form 10-Qs for the quarterly periods ended
December 27, 2003 and March 27, 2004 with the Securities and
Exchange Commission. Shortly after the completion of these
filings, the Company expects that its common stock would resume
trading on the OTC bulletin board.

"Over the past two years, we have considered a number of
refinancing alternatives for the Company," said H.O. Woltz III,
Insteel's president and chief executive officer. "The proposal
that we have elected to pursue became a viable option in the wake
of the upturn in the Company's financial performance that began
with the fourth fiscal quarter ended September 2003. We are
optimistic that the timing of the refinancing is favorable in
terms of supporting our business requirements going forward and
with respect to the Company's ability to continue paying down
debt."

Insteel Industries is one of the nation's leading manufacturers of
wire products. The Company manufactures and markets concrete
reinforcing products, tire bead wire and industrial wire for a
broad range of construction and industrial applications.


INTERSTATE BAKERIES: Releasing Quarterly Results on April 15
------------------------------------------------------------
Interstate Bakeries Corporation (NYSE:IBC) announced that based
upon preliminary results for its fiscal third quarter ended March
6, 2004, it expects to report a net loss for the quarter of
approximately $.08 to $.12 per diluted share on a net sales
decline of approximately 2.5 percent from the prior year.

Fiscal 2004's estimated results for the quarter include
anticipated restructuring charges of approximately $1.5 million,
or $.02 per diluted share, as compared to the prior year's third
quarter restructuring charges of $5 million, or $.07 per diluted
share.

These anticipated results are based upon preliminary estimates.
The Company is scheduled to release its quarterly results and hold
its quarterly conference call on Thursday, April 15, 2004.

Interstate Bakeries Corporation (S&P, BB Corporate Credit and
Senior Secured Bank Loan Ratings, Negative) is the nation's
largest wholesale baker and distributor of fresh baked bread and
sweet goods, under various national brand names, including Wonder,
Hostess, Dolly Madison, Merita and Drake's. The Company, with 57
bread and cake bakeries located in strategic markets from coast to
coast, is headquartered in Kansas City, Missouri.


ISTAR FINANCIAL: Agrees to Sell $250MM Senior Notes to Repay Debt
-----------------------------------------------------------------
iStar Financial Inc. (NYSE: SFI) has agreed to sell $250 million
of 5.125% Senior Notes due 2011 to qualified institutional
investors in a transaction complying with Securities and Exchange
Commission Rule 144A and to non-US persons under SEC Regulation S.
The Notes are being sold at 99.825% of their principal amount to
yield 5.155% per annum.  The transaction is expected to close on
March 30, 2004.

iStar Financial expects to use the proceeds from the sale of the
Notes to repay secured indebtedness.

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

iStar Financial (Fitch, BB Preferred Share Rating, Stable Outlook)
is the leading publicly traded finance company focused on the
commercial real estate industry. The Company provides custom-
tailored financing to high-end private and corporate owners of
real estate nationwide, including senior and junior mortgage debt,
senior, mezzanine and subordinated corporate capital, and
corporate net lease financing. The Company, which is
taxed as a real estate investment trust, seeks to deliver a strong
dividend and superior risk-adjusted returns on equity to
shareholders by providing innovative and value-added financing
solutions to its customers. Additional information on iStar
Financial is available on the Company's Web site at:

              http://www.istarfinancial.com/


IT GROUP: Delaware Court to Consider Chapter 11 Plan Today
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the Disclosure Statement prepared by the IT Group Inc. Debtors and
its Official Committee of Unsecured Creditors with respect to the
Debtors' First Amended Joint Chapter 11 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 Plan.

Accordingly, the Bankruptcy Court sets today, at 2:00 p.m. Eastern
Time as the hearing to consider the confirmation of the Plan,
before the Honorable Judge Mary F. Walrath.

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc.
-- http://www.theitgroup.com/-- together with its 92 direct and
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on January 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom, represents the Debtors in their restructuring
efforts.  On September 30, 2001, the Debtors listed $1,344,800,000
in assets and 1,086,500,000 in debts.


KMART: Moves to Nix Share Purchase Pact with C.O. Williams, et al
-----------------------------------------------------------------
On April 6, 2001, the Kmart Corporation Debtors entered into a
share purchase agreement with these parties:

   * C.O. Williams Construction Limited
   * Solitaire Properties Limited
   * Duncan D.P. Weekes
   * Alan Roett
   * Roger D. Gooding
   * Michael T. Gooding
   * Keith Weekes
   * Phillip Atwell
   * Stephen E. Wilhams
   * L. Charmaine Skeete
   * Charles E. Williams
   * R.H. Maraj

Under the Agreement, the Debtors agreed to purchase all
outstanding shares of Solitaire Properties Limited.  Solitaire
Properties owned, as its primary asset, certain real property
located in Barbados on which the Debtors intended to build a
retail store.  Pursuant to the Agreement, the Debtors gave Mr.
Maraj, as counsel for C.O. Williams, a $975,000 deposit pending
closing of the sale.

Recognizing the difficulties in building a store and receiving
all government approval in Barbados, the Agreement contains a
number of conditions precedent that would permit the parties to
"rescind" and return to the status quo.  If the Debtors rescinded
the Agreement because certain enumerated conditions precedent
were not met, C.O. Williams was required to return the Deposit to
the Debtors.

To date, the Debtors have not yet obtained the necessary
permission of a governmental agency to do business as provided
for in the Agreement.  Accordingly, the Debtors ask the Court to:

   (a) declare that the Agreement, along with other related
       agreements, are rescinded and that the Debtors are
       entitled to a return of the Deposit;

   (b) compel C.O. Williams to immediately turn over the Deposit
       to the Debtors;

   (c) award the Debtors $975,000 plus interests and costs in the
       event that C.O. Williams fail to immediately turn over the
       Deposit; and

   (d) award the Debtors reasonable and necessary attorney's fees
       and costs to the extent permitted by law. (Kmart Bankruptcy
       News, Issue No. 71; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


LB COMM'L: Fitch Affirms 3 Note Ratings in Low-B & Junk Levels
--------------------------------------------------------------
Fitch Ratings affirms LB Commercial Conduit Mortgage Trust II's
commercial pass-through certificates, series 1996-C2 as follows
following classes:

        --$70.0 million class A at 'AAA';
        --$27.8 million class B at 'AAA';
        --$21.8 million class F at 'BB';
        --$13.9 million class G at 'CCC';
        --$6.0 million class H at 'CC'.

In addition Fitch upgrades the following classes:

        --$23.8 million class C certificates to 'AAA' from 'AA';
        --$15.9 million class D certificates to 'AA+' from 'A';
        --$7.9 million class E certificates to 'A' from 'BBB'.

Fitch does not rate the class J certificates.

The ratings upgrades and affirmations are the result of
transaction pay down and loan payoffs resulting in increased
subordination levels. The collateral balance has been reduced 52%
from $397.2 million to $191.0 million as of the February 2004
distribution date.

Currently, 8 loans in special servicing represent 15.6% of the
transaction. The majority of loans in special servicing are Real
Estate Owned (REO) limited service hotels. That resulted from the
hotel's operator, Lodgian, filing bankruptcy in 2002. Losses are
expected on all but one of the REO hotels upon disposition.

The largest loan in special servicing (2.20%) is a 284 unit
multifamily property in Grand Blanc, MI. The loan transferred in
December 2003 as the result of a monetary default. The property
has significant deferred maintenance and the borrower is working
with the special servicer to develop a plan to rehabilitate the
property.

The second largest loan is in special servicing (1.47%) is a REO
hotel in Sioux City, IA. The hotel has been re-flagged as a Plaza
hotel since issuance and the special servicer is currently
negotiating a sale with a perspective purchaser.


MAGELLAN HEALTH: Inks Deal Resolving Regence Blueshield's Claim
---------------------------------------------------------------
On June 20, 2003, Regence BlueShield timely filed Claim No. 1578
against the Magellan Health Debtors on behalf of obligations owed
to The Regence Group for an unspecified amount.  The Regence Group
is an affiliation of BlueCross and BlueShield plans, including
Regence BlueCross BlueShield of Oregon, Regence BlueShield (WA),
Regence BlueCross BlueShield of Utah, and Regence BlueShield of
Idaho. These insurance plans and HMOs serve enrollees in Oregon,
Washington, Utah and Idaho.  Regence asserts a claim under
certain contracts with certain of the Debtors and their
predecessors-in-interest.

On December 5, 2003, the Debtors objected to Claim No. 1578 and
sought to fix the Claim for $2,010,407 and to allow the Claim as
a general unsecured claim in that amount.  Regence's attorney
contacted the Debtors in an effort to reach a resolution
regarding the Objection.

Certain of the Debtors are currently owed amounts from Regence
with respect to the reconciliation of program costs incurred
pursuant to the terms of the Oregon Contract.  As of February 20,
2004, the Oregon Receivable is $279,088.

Certain of the Debtors are also owed amounts from Regence with
respect to an administrative fee payable under the terms of the
Regence 2003 Contract.  As of February 20, 2004, the Boeing Fee
is $143,801.

To resolve their dispute, the Reorganized Debtors and Regence,
for itself and on behalf of the Regence entities, engaged in
arm's-length discussions.  In a Court-approved stipulation, the
parties agree that:

   (a) The Claim will be fixed and allowed as a general unsecured
       claim for $1,731,319.  The Allowed Claim Amount takes into
       account a set-off of the Oregon Receivable;

   (b) The Reorganized Debtors will distribute to Regence
       $763,938 in cash, in full satisfaction of the Allowed
       Claim.  The Distribution amount takes into account a set-
       off of the Boeing Fee against amounts payable with
       respect to the Allowed Claim under the Plan;

   (c) The HealthWise Contract will be deemed amended to permit
       either of the parties, or their successors-in-interest, to
       terminate the contract without cause upon 120 days' prior
       written notice to the other party; and

   (d) Except for the Allowed Claim, Regence and its affiliates
       will have no other claims against the Reorganized Debtors,
       the Debtors, or the Debtors' estate for any liabilities
       relating to the Claim or arising with respect to the
       contracts identified in the Claim, other than any
       liabilities arising under the HealthWise Contract from and
       after March 3, 2004.

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: Fitch Places Class E Rating on Watch Negative
------------------------------------------------------------
Fitch Ratings upgrades Merrill Lynch Mortgage Investors, Inc.'s
mortgage pass-through certificates, series 1996-C1 as follows:

        --$32.3 million class D to 'AAA' from 'AA'.

In addition, the $48.5 million class E rated 'BB' is placed on
Rating Watch Negative.

The following classes are affirmed:

        --$69.9 million class A-3 at 'AAA';
        --Interest-only class IO at 'AAA';
        --$38.8 million class B at 'AAA';
        --$38.8 million class C at 'AAA';
        --$32.3 million class F at 'C'.

Classes A-PO, A-1 and A-2 have paid in full. Fitch does not rate
the $9.4 million class G.

The rating upgrade is due to increased subordination levels
resulting from 58% paydown of the pool's certificate balance to
$270.3 million from $647.3 million.

The Rating Watch Negative placement is the result of interest
shortfalls incurred by class E as of the March 2004 distribution
date. The master servicer, GMAC Commercial Mortgage Corp., is
recouping approximately $1.35 million in advances on the West
Kentucky Outlet Center, a real estate owned (REO) property. The
property was recently re-valued at $750,000. Interest to class E
is expected to be fully repaid, at which time Fitch will revisit
the rating.

There are six loans in special servicing, representing 8% of the
pool. The largest specially serviced loan is the West Kentucky
Outlet Center (3%), a retail property located in Eddyville, KY.
The REO loan transferred to the special servicer in April 1999 and
the special servicer is marketing the property for sale. Of the
remaining five specially serviced loans, one is 90 days delinquent
(1.4%), one is 60 days delinquent (0.5%) and the other three are
current (3%). While Fitch expects losses, classes A-3, B, C, D and
E are well protected given their high credit support.


MILLBROOK PRESS: Fin'l & Investment Mgt. has 14.7% Equity Stake
---------------------------------------------------------------
Financial & Investment Management Group, Ltd. beneficially owns
422,401 share of the common stock of Millbrook Press, Inc.  The
Management Group shares voting and dispositive powers over the
shares. 422,401 shares represents 14.70% of the outstanding common
stock shares of Millbrook Press.

Financial & Investment Management Group, Ltd. is a registered
investment advisor, managing individual client accounts.  All
shares reported on here are held in accounts owned by the clients
of Financial & Investment Management Group, Ltd.  Because of this,
Financial & Investment Management Group, Ltd. disclaims beneficial
ownership.
Headquartered in Brookfield, Connecticut, Millbrook Press, Inc. --
http://www.millbrookpress.com/-- is a publishing children's non-
fiction books in hardcover and paperback for schools, libraries
and consumer markets.  The Company filed for chapter 11 protection
on February 6, 2004 (Bankr. Conn. Case No. 04-50145).  Jed
Horwitt, Esq., at Zeisler and Zeisler represents the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $8,000,000 in total assets and $9,000,000
in total debts.


MIRANT CORP: US Trustee Amends Creditors' Committee Membership
--------------------------------------------------------------
Creedon Keller & Partners, Inc. resigned from the Official
Committee of Mirant Unsecured Creditors.  As of March 11, 2004,
the members of the Mirant Unsecured Creditors Committee are:

       Lori Ann Curnyn, Co-Chair
       Hypovereins Bank
       150 East 42nd Street
       New York, NY 10017-4679
       Telephone (212) 672-5935
       Fax (212) 672-5908
       loriann_curnyn@hvbcrediTadvisors.com

       Mark B. Cohen, Co-Chair
       Deutsche Bank AG
       60 Wall Street
       New York, NY 10019
       Telephone (212) 250-6038
       Fax (212) 797-5695
       mark.b.cohen@db.com

       John Dorans
       Citibank, N.A.
       250 West Street, 8th Floor
       New York, NY 10013
       Telephone (212) 723-3104
       Fax (212) 723-3899
       john.dorans@citigroup.com

       Mike McKenney
       Bank of America
       101 South Tryon Street
       Charlotte, NC 28255
       Telephone (704) 388-5920
       Fax (704) 386-1759
       michael.j.mckenney@bankofamerica.com

       Jill Akre
       Wachovia Securities
       1339 Chestnut Street
       The Widener Bldg., 4th Floor, PA4810
       Philadelphia, PA 19107
       Telephone (267) 321-6663
       Fax (267) 321-6903
       jill.akre@wacovia.com

       Ronald Goldstein
       Appaloosa Management LP
       26 Main Street, 1st Floor
       Chatham, NJ 07928
       Telephone (973) 701-7000
       Fax (973) 701-7055
       R.Goldstein@amlp.com

       Russ Paladino
       HSBC Bank USA
       452 Fifth Avenue
       New York, NY 10018
       Telephone (212) 525-1324
       Fax (212) 525-1366
       russ.paladino@us.hsbc.com

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)


MISSISSIPPI CHEMICAL: Shuts Down Melamine/Urea Operation in La.
---------------------------------------------------------------
Mississippi Chemical Corporation (OTC Bulletin Board: MSPIQ.OB)
announced the permanent closure of its melamine and urea operation
and its No. 1 ammonia facility, all located at Triad Nitrogen,
L.L.C. in Donaldsonville, La. The company will continue to operate
its No. 2 ammonia plant in Donaldsonville as swing production,
operating as needed based on customer demand and market
conditions. The company will utilize its ammonia storage
infrastructure at the complex as an ammonia terminal operation to
be sourced with purchased ammonia in addition to its production
capacity. Securing a stable customer base with profitable pricing
has been difficult in the current market place, and ammonia market
conditions continue to be adversely affected by extreme natural
gas price fluctuations relative to ammonia prices. The company has
initiated efforts to locate a buyer for its melamine business and
related assets.

Company employees were notified that these operations would be
permanently idled by the end of May. When these operations are
shut down, there will be a reduction in the workforce of
approximately 72 full-time positions. Outplacement counseling and
a severance package based on length of service will be provided to
the employees. The Louisiana Works-Department of Labor will also
be assisting affected employees in job opportunities. Eighteen
employees will remain at the facility to manage the port terminal
and, as market conditions dictate, operate the No. 2 ammonia
plant.

The company's Donaldsonville complex consists of two melamine
production plants, two ammonia production plants, one urea
production plant and a deep- water port terminal on the
Mississippi River. These facilities have an annual capacity to
produce approximately 1 million tons of ammonia, with 534,000 tons
of such capacity attributable to the No. 2 ammonia plant, and
578,000 tons of urea synthesis. A majority of the urea synthesis
production used to produce approximately 396,000 tons of prilled
urea was shut down in January 2003. The remaining urea production
has been used primarily for urea melt for the melamine production
with the balance of the production dedicated to urea sold for
industrial use. Annual capacity for melamine production is
approximately 115 million pounds but the company has utilized only
about 80 million pounds in its recent operations.

Mississippi Chemical Corporation is a leading North American
producer of nitrogen and phosphorus products used as crop
nutrients and in industrial applications. Production facilities
are located in Mississippi, Louisiana, and through Point Lisas
Nitrogen Limited, in The Republic of Trinidad and Tobago. On May
15, 2003, Mississippi Chemical Corporation, together with its
domestic subsidiaries, filed voluntary petitions seeking
reorganization under Chapter 11 of the U.S. Bankruptcy Code.


MOLECULAR IMAGING: Needs Additional Capital to Maintain Operations
------------------------------------------------------------------
Molecular Imaging Corporation (formerly Mobile PET Systems, Inc.)
and subsidiaries were organized to provide molecular imaging
services to hospitals and other health care providers on a fixed
or mobile-shared user basis. The Company's MI services include
providing high technology imaging systems, technologists to
operate the imaging systems, the management of day-to-day
operations, and educational and marketing support.

However, the Company's continued existence is dependent upon its
ability to resolve its liquidity problems, principally by
obtaining additional equity capital and by refinancing existing
obligations under capital lease. While pursuing additional equity
and refinancing existing obligations, the Company must continue to
operate on limited cash flows generated internally. The Company
experienced a net loss for the six months ended December 31, 2003
of $1,839,189 (unaudited) compared to a net loss from continuing
operations for the six months ended December 31, 2002 of
$1,204,258 (unaudited) and has an accumulated deficit of
$27,606,163 (unaudited) that raise substantial doubt about its
ability to continue as a going concern.

The Company has an immediate need to raise additional capital to
sustain operations. In addition, it will be required to raise
additional capital to add or acquire additional mobile units or
stationary sites. Molecular Imaging is actively exploring various
financing alternatives. Management has recently met with and had
discussions with numerous financing sources and investment banking
companies that have expressed an interest in investing in, or
raising money for, the Company. The Company has received several
non-binding term sheets as a result of these discussions, and has
executed a non-binding term sheet with a third party investment
bank for the sale of $3 million of preferred stock of the Company.
Pursuant to the terms of the financing documents entered into
between the Company and Dragon Nominees Limited  in July of 2002,
Dragon has notified the Company that it intends to purchase all of
the securities described in the term sheet. The Company has
provided the required financing documents to Dragon. Dragon has
notified the Company that it does not consider itself to be
contractually bound to purchase the securities. The Company
believes Dragon is contractually bound to purchase the securities
and the Company is evaluating its alternatives under the July 2002
financing documents with Dragon. While the Company will continue
to work towards completing a financing with Dragon, and pursue
other financing alternatives, there can be no assurance as to
whether, when, or upon what terms Dragon will close this
financing, or as to whether, when, or upon what terms any
additional debt or equity financing will be available to the
Company.

Molecular Imaging's current assets at December 31, 2003 totaled
$5,779,358, and its current liabilities were $12,957,182, compared
to current assets of $3,805,598 and current liabilities of
$8,434,193 at June 30, 2003. Its current liabilities exceed
current assets because, under Generally Accepted Accounting
Principles, the Company is required to record as a current
liability its capital lease obligations due within the next twelve
months. Several of its units are also financed under non-
cancelable operating leases that are not recorded as liabilities
until the monthly payment is due.  Its current assets, on the
other hand, include only those accounts receivable that are
outstanding from service revenues recognized and typically
represent 30 to 60 days of service revenues.

Shareholders' equity decreased to $2,009,304 at December 31, 2003,
from $3,749,744 at June 30, 2003, due primarily to the net loss of
$1,839,189.

Molecular Imaging has an immediate need to raise additional
capital to sustain its operations.


MUELLER GROUP: S&P Affirms B+ Rating & Revises Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Mueller Group Inc. and revised the outlook to
stable from positive.

At the same time, Standard & Poor's assigned its 'B+' bank loan
and its recovery rating of '3' to Decatur, Illinois-based Mueller
Group Inc.'s  $635 million first-priority senior secured credit
facilities. The '3' recovery rating indicates an expected
meaningful recovery (50%-80%) of principal in the event of a
default.

Standard & Poor's also assigned its 'B-' rating and a recovery
rating of '5' to Mueller's $225 million second priority senior
secured notes due 2011. The '5' recovery rating indicates the
expectation of a negligible recovery (25% or less) of principal.
The company's $190 million senior subordinated notes due 2012 were
also assigned a 'B-' rating.

"The outlook revision reflects the company's aggressive debt
leverage and weak credit protection measures pro forma for the
transaction, its aggressive financial policies, cyclical end-
markets, and the competitive and capital-intensive nature of the
industry," said Standard & Poor's credit analyst Linli Chee.
"These risk factors are partially offset by the company's solid
business positions within niche segments of the North American
flow-control industry, a meaningful percentage of replacement
business, and large installed base."

The bank facilities consist of a $100 million revolving credit
facility due 2009 and a $535 million term loan due 2011 and are
secured by a first-priority perfected security interest in all the
tangible and intangible assets owned by Mueller and the capital
stock of its guarantor subsidiaries (limited to 65% of the voting
stock of its foreign subsidiaries).

Standard & Poor's rating on the company's $225 million senior
second-secured term loan incorporates the fact that the lenders
will have a second lien on the company's assets.

Proceeds from the new term loan and notes offering will be used to
refinance the company's existing $523 credit facility due May 31,
2008, provide a $396 million distribution to unrated Mueller Group
Holdings (N.A.) Inc., its parent company, which will use the
proceeds to pay a dividend to its common stockholders and for
general corporate purposes.

Mueller's pro forma total debt (including operating leases)
outstanding at Dec. 31, 2003, is about $975 million.

Mueller is a leading North American manufacturer of cast,
fabricated, forged, and machined products.


NAT'L CENTURY: Court Clears Boston Medical Center Settlement Pact
-----------------------------------------------------------------
Charles M. Oellermann, Esq., at Jones Day Reavis & Pogue, in
Columbus, Ohio, relates that Boston Regional Medical Center, Inc.
began selling its accounts receivable to National Century Debtor-
affiliate NPF WL, Inc. in 1995 pursuant to a sales and
subservicing agreement.  The SSA was subsequently assigned to NPF
VIII, Inc. and then to NPF XII.  The Debtors also advanced more
than $2,300,000 to BRMC through equipment financings and
promissory note issuances.  In February 1999, BRMC filed a
bankruptcy petition in the Massachusetts Bankruptcy Court.

BRMC filed an adversary proceeding against the Debtors.  BRMC
asserted that it is entitled to:

   -- more than $12,000,000 funds held in reserve accounts
      by the Debtors;

   -- damages for breach of the SSA and for fraud in connection
      with an alleged failed buyout by the Debtors and Greater
      Southeast Community Hospital Corporation I and its
      affiliates; and

   -- an order equitably discharging any of the Debtors' liens
      on BRMC's assets and equitably subordinating any of the
      Debtors' claims against the BRMC estate.

The Debtors filed counterclaims in the BRMC Adversary Proceeding,
alleging that BRMC:

   -- breached the SSA;

   -- converted the Debtors' property by diverting proceeds of
      the purchased receivables; and

   -- held that property in constructive trust for the Debtors'
      benefit.

In addition, the BRMC Creditors' Committee commenced an adversary
proceeding in the Massachusetts Court against Charles Ricks, et
al. for breach of fiduciary duty against BRMC's former directors
and officers, who in turn filed claims for contribution and
indemnity against the Debtors and other entities as third party
defendants.

NPF XII, Inc. and NCFE, Inc. filed proofs of claim in BRMC's
bankruptcy case, asserting $9,000,000 in unsecured claims.  NPF
X, Inc. also filed proofs of claim, asserting $2,300,000 in
secured claims arising out of the equipment financings and
promissory notes.

In October 2001, after more than a year of litigation and
discovery, BRMC, the BRMC Creditors' Committee and the Debtors
entered into a settlement agreement to settle all claims among
the parties.  The Debtors agreed to pay $5,300,000 to BRMC:

   -- $1,500,348 from the Reserve Accounts held by BRMC; and

   -- $3,799,652 that was to be held by Hanify & King, P.C.,
      BRMC's counsel, and to be returned to the Debtors if the
      First Settlement Agreement was not approved by the
      Massachusetts Bankruptcy Court.

After the Petition Date, the Massachusetts Court ordered that
further proceedings regarding the First Settlement Agreement were
stayed as a result of the Debtors' Chapter 11 filings.

On February 7, 2003, the Debtors commenced an adversary
proceeding against BRMC, seeking turnover of the $3,799,652 Cash
amount on the basis that the Cash constituted property of the
Debtors' estates.  BRMC opposed the Debtors' request and sought
to lift the automatic stay to seek approval of the First
Settlement Agreement by the Massachusetts Court.  BRMC also filed
Claim No. 338 in the Debtors' Chapter 11 cases, asserting an
unliquidated claim against the Debtors for the Cash under the
First Settlement Agreement.  The Debtors objected to Claim No.
338.

In December 2003, the Debtors filed an adversary proceeding
against Doctors Community Healthcare Corporation, et al., seeking
a declaratory judgment with respect to the ownership of certain
reserve funds held by the Debtors.  On January 12, 2004, the
Debtors filed an amended complaint adding BRMC as a defendant to
the Reserve Ownership Proceeding.

The parties have agreed to resolve all of their claims and
disputes.  Accordingly, the Debtors sought and obtained the
Court's authority to enter into a settlement agreement with BRMC
and the Official Committee of Unsecured Creditors of Boston
Regional Medical Center, Inc.  The principal terms of the
Settlement Agreement are:

A. Distribution of Reserves and Cash

   Hanify & King, P.C. will transfer $650,000 of the Cash, plus
   interest and income accruing with respect to the Cash after
   February 23, 2004, to the Debtors.  The remainder of the Cash
   will be transferred to BRMC.  BRMC will retain the Reserves.

B. Waiver and Release of Claims

   BRMC and the BRMC Committee, on the one hand, and the Debtors,
   on the other hand, each will withdraw any proofs of claim
   filed in the other's bankruptcy cases and will waive and
   release any claims, interests and rights to participate in any
   plan distribution in the other's bankruptcy case.

C. Provisions Relating to Pending Adversary Proceedings

   The Debtors will dismiss, with prejudice:

      (1) BRMC and the BRMC Committee from the Turnover
          Proceeding; and

      (2) BRMC from the Reserve Ownership Proceeding.

   BRMC will dismiss the BRMC Adversary Proceeding with
   prejudice.  The Third Party Claims against the Debtors must be
   dismissed with prejudice in the BRMC Committee Adversary
   Proceeding.

D. No Objections to the Plan

   Neither BRMC nor the BRMC Committee will file, prosecute or
   file any pleading in support of any objection to the
   confirmation of the Plan.  Any objections filed by either
   BRMC or the BRMC Committee will be withdrawn with prejudice in
   their entirety.

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. 36;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


NEXSTAR BROADCASTING: Posts Net Losses in 4th Quarter & FY 2003
---------------------------------------------------------------
Nexstar Broadcasting Group, Inc. (NASDAQ: NXST) reported financial
results for the quarter and fiscal year ended December 31, 2003.

Results for the 2003 and 2002 periods reflect contributions from
the Company's December 2003 acquisition of Quorum Broadcast
Holdings, L.L.C., comprised of 11 owned and operated television
stations and five additional stations to which it provided
management, sales and other services. The acquisition, which was
structured as a merger of Quorum's direct subsidiaries with, and
into, Nexstar Broadcasting Group, Inc., has subsequently been
accounted for as a merger under common control in a manner similar
to a pooling of interests. Accordingly, Nexstar's financial
results include the financial results of all Quorum subsidiaries
for all periods presented in this announcement.

                     2003 Fourth Quarter

Nexstar's net loss in the 2003 fourth quarter was $24.4 million,
or $1.29 per share, compared to a net loss of $15.1 million in the
fourth quarter of 2002. Net broadcast revenue for the quarter
declined 9.2% to $52.4 million from $57.7 million in the fourth
quarter of 2002. Political advertising revenue was $2.0 million in
the fourth quarter of 2003, compared to $17.6 million in the
fourth quarter of 2002 due to the biennial election cycle. The
cyclical decrease was partially offset by a 17.8% increase in
local and national revenues to $54.8 million, from $46.5 million
in the fourth quarter of 2002.

The Company reported a loss from operations of $13.1 million in
the fourth quarter of 2003, compared to income from operations of
$12.6 million in the fourth quarter of 2002. Direct station
operating expenses and selling, general and administrative
expenses, net of trade, increased 10.4% to $29.6 million for the
fourth quarter 2003 from $26.8 million reported in the 2002 fourth
quarter. Stations acquired by the Company in 2003 unrelated to the
Quorum acquisition accounted for an increase in expenses of $4.0
million, which was partially offset by a decrease in expenses of
$1.2 million at the remaining stations. The loss from operations
reflects $11.8 million of non-recurring merger costs incurred
during the period related to the Quorum merger and $4.1 million of
costs related to completion of the Company's initial public
offering of common stock in November 2003.

Fourth-quarter broadcast cash flow (operating income plus
corporate expenses plus depreciation and amortization of
intangible assets and program rights plus other non-recurring
items minus cash program payments) was $20.2 million for the
fourth quarter of 2003, compared to $27.8 million in the fourth
quarter of 2002. The decline in broadcast cash flow was primarily
due to the decrease in political advertising revenue during the
quarter.

Broadcast cash flow is a non-GAAP financial measure. Nexstar
believes that the presentation of this non-GAAP measure is helpful
to investors because it is used by lenders to measure the
Company's ability to service debt and by industry analysts to
determine the market value of stations and their operating
performance. A reconciliation of this measure to GAAP information
is presented in the tables below.

Interest expense for the fourth quarter of 2003 was $25.2 million,
compared to $20.6 million in 2002. Included in the 2003 amount are
non-recurring items of $6.7 million related to call premiums and
accelerated amortization on Quorum's senior discount notes and
$3.9 million related to the adoption of Statement of Financial
Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity"
("SFAS No. 150") on July 1, 2003. SFAS No. 150 requires the
Company to account for the change in fair value of certain of its
mandatorily redeemable units from implementation date as an
adjustment to interest expense.

                        Full-Year Results

The Company's net loss attributable to common shareholders for
fiscal year 2003 was $87.1 million, or a net loss of $5.59 per
share, compared to a net loss of $116.6 million in 2002. Net loss
for 2003 included $8.9 million recorded as a cumulative effect of
change in accounting principle as a result of adopting SFAS No.
150. Net loss in 2002 included a first quarter write-down of $43.5
million, net of taxes, related to the adoption of Statement of
Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS No. 142") on January 1, 2002, which
required the Company to test goodwill and FCC licenses for
impairment, as of January 1, 2002.

Net broadcast revenue for 2003 was $193.5 million compared to
$188.1 million in 2002. Loss from operations was $4.0 million for
2003, compared to income from operations of $21.3 million in 2002.
Broadcast cash flow in 2003 was $70.8 million, a 7.7% decrease
from $76.7 million in 2002. The decline in broadcast cash flow was
primarily due to a decrease in political advertising revenue
during 2003 compared to 2002.

Interest expense in 2003 was $68.3 million, compared to $67.4
million in 2002. Interest expense for 2003 includes $6.7 million
related to call premiums and accelerated amortization on Quorum's
senior discount notes and $3.9 million related to the adoption of
FAS No. 150.

                        CEO Comment

Commenting on the results, Perry A. Sook, Nexstar Broadcasting
Group President and Chief Executive Officer, said, "The year of
2003 was one of tremendous accomplishment and achievement for
Nexstar Broadcasting Group, Inc. We more than doubled the size of
our company through strategic and opportunistic acquisitions. We
also strengthened our capital structure by completing two bond
offerings, two senior debt financings and our Initial Public
Offering. The Company's fourth quarter 2003 revenue results,
excluding political revenue comparisons, demonstrate growth in our
"core" revenue categories, which we think underscores our focus on
revenue generation, as well as the generally improving confidence
of our advertisers.

"Our strong mid-market presence and experienced management team
positions the Company to deliver strong returns to its
shareholders in the periods ahead," continued Mr. Sook. "Many of
our stations are situated in markets to benefit from 2004
political advertising as well as the 2004 Summer Olympics, which
will air on our 14 NBC affiliates. We have substantially completed
the integration of our newly acquired stations and are realizing
the benefit of our expense reductions. We are also working quickly
to implement new revenue initiatives at the stations. These
developments, combined with a continued focus on reducing leverage
and improving our balance sheet, should contribute to improved
financial results in 2004 and beyond."

                     Balance Sheet

Total debt outstanding on December 31, 2003 was $598.9 million and
cash balances were $10.8 million at year-end. A subsidiary of the
company is the borrower under a senior secured credit facility.
The subsidiary's consolidated total debt, less cash on hand, of
$474.6 million at December 31, 2003 resulted in a leverage ratio
as defined per the credit agreement at the end of the quarter of
6.4x, compared to a permitted leverage covenant of 7.0x.

Nexstar had 28.4 million common shares outstanding on December 31,
2003. Weighted average shares outstanding were 19.0 million for
the quarter and 15.6 million for the full year 2003.

Capital expenditures were $1.9 million in the fourth quarter of
2003, compared to $3.8 million for the fourth quarter of 2002,
while totaling $10.3 million for full year 2003, compared to $11.5
million for 2002.

                   About Nexstar Broadcasting

Nexstar Broadcasting Group (S&P, B+ Long-Term Corporate Credit
Rating, Stable Outlook) owns, operates, programs or provides sales
and other services to 44 television stations in 27 markets in the
states of Illinois, Indiana, Maryland, Missouri, Montana, Texas,
Pennsylvania, Louisiana, Arkansas, Alabama and New York. Nexstar's
television station group includes affiliates of NBC, CBS, ABC, FOX
and UPN, and reaches approximately 7.4% of all U.S. television
households. The following is a list of the Company's owned
properties, as well as those with which it has local service
agreements:


PACIFICARE HEALTH: Q1 Conference Call Scheduled for April 29, 2004
------------------------------------------------------------------
PacifiCare Health Systems, Inc. (NYSE: PHS) will host a conference
call and webcast on Thursday, April 29, 2004 at 5:00 PM Eastern
time to discuss the company's earnings for the first quarter of
2004, which will be released after the close of the market on the
same day.

Investors, analysts and other interested parties will be able to
access the live conference by calling (800) 857-9879, password
"PacifiCare".  A replay of the call will be available through May
20, 2004 at (800) 568-9697. Additionally, a live webcast of the
conference call will be available on PacifiCare's website at

                  http://www.pacificare.com/

Click on About PacifiCare, Investor Relations, and then Conference
Calls, to access the link.

PacifiCare Health Systems (S&P, BB+ Counterparty Credit Rating,
Stable Outlook) serves more than 3 million health plan members and
approximately 9 million specialty plan members nationwide, and has
annual revenues of about $11 billion.  PacifiCare is celebrating
its 25th anniversary as one of the nation's largest consumer
health organizations, offering individuals, employers and Medicare
beneficiaries a variety of consumer-driven health care and life
insurance products.  Specialty operations include behavioral
health, dental and vision, and complete pharmacy and medical
management through its wholly owned subsidiary, Prescription
Solutions.


PACIFIC GAS: 11 Creditors Demand Payment of Administrative Claims
-----------------------------------------------------------------
Pursuant to Section 503 of the Bankruptcy Code, 11 claimants
assert administrative claims against Pacific Gas and Electric
Company arising from:

   (a) actual, necessary costs and expenses of preserving PG&E's
       estate;

   (b) compensation and reimbursement;

   (c) actual, necessary costs and expenses other than
       compensation and reimbursement;

   (d) reasonable compensation, including compensation for
       professionals retained by PG&E;

   (e) reasonable compensation for services rendered by an
       indenture trustee; or

   (f) fees and mileage.

The claimants are:

   Claimant                                              Amount
   --------                                              ------
   Bank of America, N.A.                           $939,724,065
   California Department of Water Resources           3,000,000
   California Power Exchange Corporation                667,841
   Commonwealth Energy Corporation                    1,319,258
   David A. Tribble, d.b.a. D&L Enterprises              16,778
   Dynegy Power Marketing, Inc.                         413,630
   West Coast Power, LLC                             12,630,643
   San Diego Gas & Electric Company                Unliquidated
   SunGard Recovery Services, LP                        139,354
   Union Pacific Railroad              not less than $1,000,000
   Victoria Sandoval Khan                            10,000,000

The 11 claimants demand payment of their administrative claims.

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)


PACIFIC GAS: Poised to Exit from Chapter 11 on April 12, 2004
-------------------------------------------------------------
In a filing with the U.S. Bankruptcy Court, Pacific Gas and
Electric Company stated that all conditions to effectiveness of
its plan of reorganization have been satisfied as of March 26,
2004. The company stated that the effective date of the plan will
occur on April 12, 2004, and that the distribution record date for
purposes of determining the holders of record of allowed claims
who are entitled to receive payment under the plan on the
effective date will be March 29, 2004.

Holders of allowed claims or equity interests as of the close of
business on the distribution record date are entitled to the
distributions that will be made under the plan on the effective
date or as soon as practicable thereafter. The company will have
no obligation to recognize any transfer of any allowed claim or
equity interest occurring after the distribution record date.

PG&E voluntarily filed for reorganization under Chapter 11 of the
U.S. Bankruptcy Code on April 6, 2001. Under the company's
confirmed plan of reorganization, PG&E will pay in full or
otherwise satisfy undisputed claims of creditors on the effective
date or as soon as practicable thereafter.

                        FINANCIAL DEBT

Undisputed claims to be paid or otherwise satisfied include those
relating to PG&E's medium-term notes, floating rate notes, senior
notes, first and refunding mortgage bonds, Southern San Joaquin
Power Authority Bonds, and commercial paper. On the effective date
or as soon as practicable thereafter holders of these claims will
be paid 100 percent of the principal amount of these obligations
(plus any applicable premium), plus accrued and unpaid interest to
April 12, 2004. Separate first quarter interest payments for
medium-term notes, floating rate notes, senior notes, Southern San
Joaquin Power Authority Bonds, and commercial paper will be made
on April 1, 2004.

The various trustees' records as to holders of these obligations
generally will be closed as of March 29, 2004, the distribution
record date. Following payment on the effective date, these
securities will be retired.

                        QUIDS

PG&E will pay the principal and all accrued and unpaid interest on
all its 7.90 percent Deferrable Interest Subordinated Debentures,
or QUIDS. On the effective date or as soon as practicable
thereafter, QUIDS holders of record as of the distribution record
date will be paid principal of $25.00 per debenture, or 100
percent of the principal amount totaling $300 million, plus
accrued and unpaid interest from April 1, 2004 to April 12, 2004,
for a total of $25.060347 per debenture. A separate interest
payment for the quarter ending March 31, 2004 will be made on
March 31, 2004. Following payment on the effective date, the QUIDS
will be retired.

The transfer agent's books will be closed as of the March 29, 2004
distribution record date, and trading will be suspended. National
City Bank of Indiana is the trustee for the QUIDS.

                      PREFERRED DIVIDENDS

On the effective date or as soon as practicable thereafter,
holders of preferred stock will be paid previously unpaid
dividends for the period from November 1, 2000 through January 31,
2004. PG&E has 11 series of preferred stock. The amount of
accumulated, unpaid dividends is $82.3 million. The amount to be
paid per series per share is as follows: First Preferred Stock,
Dividend to be Paid

      $25 Par Value                                    per Share

         Redeemable
         7.04%                                        $5.720000
         6.57%                                        $5.338125
         6.30%                                        $5.118750
         5.00%                                        $4.062500
         5.00% Series A                               $4.062500
         4.80%                                        $3.900000
         4.50%                                        $3.656250
         4.36%                                        $3.542500

         Non-Redeemable
         6.00%                                        $4.875000
         5.50%                                        $4.468750
         5.00%                                        $4.062500


The American Stock Exchange has advised the company that the ex-
dividend date for these payments will be April 13, 2004.

                        SINKING FUNDS

Also on the effective date or as soon as practicable thereafter,
the company will bring current its preferred stock sinking fund
obligations. Two of PG&E's preferred stock series, 6.57 percent
and 6.30 percent, have past due sinking fund payments totaling
$10.6 million. The sinking fund payments will be used to redeem,
on a pro rata basis, 10 percent of the 6.57 percent series and 5
percent of the 6.30 percent series. A redemption price of $25.00
will be paid per redeemed share, plus unpaid dividends from
February 1, 2004 through April 12, 2004. Holders of redeemed
shares of the 6.57 percent series will receive a total of $25.3285
per redeemed share and holders of redeemed shares of the 6.30
percent series will receive a total of $25.315 per redeemed share.

                 UNDISPUTED CREDITOR CLAIMS

All allowed creditor claims held by lenders, energy suppliers,
vendors and other creditors with undisputed claims will be paid
consistent with the terms of the company's plan of reorganization.

                  DISPUTED CREDITOR CLAIMS

Funds for disputed claims that are not resolved before the
effective date will be held in escrow, pending successful
resolution of those claims.

                    PASS-THROUGH CLAIMS

Certain claims, including those related to environmental, pending
litigation and tort claims, will pass through the company's
bankruptcy and be satisfied in the ordinary course of business at
such time and in such manner as the company is obligated to
satisfy such claims under applicable law.

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.


PARMALAT GROUP: US Debtors Ask Nod to Tap Ordinary Course Profs.
----------------------------------------------------------------
Judge Drain authorizes the U.S. Parmalat Debtors to continue the
employment of various attorneys, accountants and other
professionals in matters arising in the ordinary course of their
businesses and unrelated to these Chapter 11 cases, while they
operate as debtors-in-possession under the Bankruptcy Code.  The
Debtors will employ the Ordinary Course Professionals on terms
substantially similar to those in effect before the Petition
Date.

The U.S. Debtors employ Ordinary Course Professionals to render
legal services with regard to specialized areas of the law,
accounting and tax services, in connection with the operation of
their business.  The Debtors also employ real estate appraisers,
brokers and leasing agents.

The Court also authorizes the Debtors to employ additional
Ordinary Course Professionals, as the need arises.  Judge Drain
requires the Debtors to file supplemental lists of the additional
Professionals with the Court and serve the lists on the United
States Trustee for the Southern District of New York, the
attorneys for the Debtors' prepetition senior lenders and the
statutory committee of unsecured creditors, once appointed.  If
no objections to any supplemental lists are filed within 15 days
after service, the employment of the additional Professionals
will be deemed approved by the Court pursuant to Sections 327 and
328 of the Bankruptcy Code without the need for a hearing.

The U.S. Debtors are authorized to pay compensation and reimburse
expenses to each Ordinary Course Professional on a "rolling
basis."  An Ordinary Course Professional, whose fees and
disbursements are less than $30,000 in any month, may be paid in
subsequent months a total of $30,000 plus the difference between
$30,000 and the amount billed in prior months.  However, the
maximum payment to any Ordinary Course Professional in any month
will be $60,000.  Any payments made in excess of the fee cap to
any Ordinary Course Professional will be subject to prior Court
approval.

The Court requires the U.S. Debtors to provide a monthly summary
of the payments made to the Ordinary Course Professionals to the
U.S. Trustee and the attorneys for the Unsecured Creditors
Committee.

Judge Drain directs each law firm retained as an Ordinary Course
Professional to file with the Court, within the later of (i)
March 27, 2004, and (ii) the date of the law firm's engagement by
the Debtors, an affidavit pursuant to Section 327(e) of the
Bankruptcy Code setting forth that the law firm does not
represent or hold any interest adverse to the Debtors or to their
estates.

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)


PENN TREATY: Inks Sales & Processing Pact With Universal American
-----------------------------------------------------------------
Penn Treaty American Corporation (NYSE: PTA) has entered a sales
initiative and processing agreement with subsidiaries of Universal
American Financial Corp. (Nasdaq: UHCO) of Rye Brook, New York.

Under the terms of the Agreement, the career agents of Universal
American Financial Corp.'s insurance subsidiaries, Pennsylvania
Life and Pyramid Life, will offer Penn Treaty's long-term care and
home health care insurance products.   The Penn Treaty portfolio
of products offered will include benefit periods in excess of
three years (which are not offered by the Universal American
Financial companies), and Penn Treaty's Secured Risk Plan, a
long-term care policy that is designed for individuals with
substandard health conditions.

In addition, Penn Treaty expects to develop a new sales initiative
by offering Medicare Supplement insurance products in at least 30
states through its national distribution team of independent
agents.  The sale of Medicare Supplement insurance products will
provide additional diversity to Penn Treaty's long-term care
insurance products, further broadening its senior market
portfolio.  Introduction of Penn Treaty's new Medicare Supplement
insurance product line is expected to be in the early third
quarter of 2004.

Under the Agreement, Penn Treaty will utilize Universal American's
third party administrative services company, CHCS Services Inc, to
provide policy administration, commissions and claims services for
the new Medicare Supplement policies.  CHCS Services, Inc. is a
seasoned administrator with in excess of $500 million of Medicare
Supplement premium under management.

William W. Hunt, Penn Treaty President and CEO, said, "This is a
great business opportunity that allows each company to capitalize
on its own set of core competencies.  For Penn Treaty, another
valuable distributor of our long-term care insurance products is
established.  This will help us achieve our long-term care
insurance growth goals, while giving Universal American's career
agents access to the broadest underwriting window in the
industry."

Mr. Hunt continued, "Entering the Medicare Supplement business
helps achieve our goal of revenue and profit diversification with
a product family that is complementary to long-term care
insurance.  I am very confident that the Medicare Supplement
insurance product line will create significant value not only by
clearing our financial hurdles, but also by facilitating the
recruitment of new field marketing organizations."

Patrick D. Patterson, Executive VP and Chief Marketing Officer
added, "Our agreement with Universal American's subsidiaries will
establish a stronger sales platform for both organizations,
resulting in improved agent recruiting, retention and increased
sales.  We look forward to working together to accomplish these
common objectives."

William Wehner, President of Pennsylvania Life said, "We are
looking forward to making available the Penn Treaty extended
benefit and substandard long-term care products to our career
agents.  These added plans would give our agents a complete
portfolio of long term care products to offer to our valued
clients".

Gary Jacobs, "President of CHCS said, "We are pleased that Penn
Treaty chose us as their administrator of choice for their new
Medicare Supplement Plans.  We are committed to providing all Penn
Treaty agents with the best Medicare Supplement service in the
market today."

Universal American Financial Corp. offers a portfolio of
supplemental life and health insurance products, primarily to the
senior market, as well as third party administrator services for
insurance and non-insurance programs in the senior market.  The
Company is included in the Russell 2000 and 3000 Indexes.  For
more information, visit http://www.uafc.com/

Penn Treaty, through its wholly owned direct and indirect
subsidiaries, Penn Treaty Network America Insurance Company,
American Network Insurance Company, American Independent Network
Insurance Company of New York, United Insurance Group Agency,
Inc., Network Insurance Senior Health Division and Senior
Financial Consultants Company, is primarily engaged in the
underwriting, marketing and sales of individual and group accident
and health insurance products, principally covering long-term
nursing home and home health care.

The Company's website is http://www.penntreaty.com/

                     *   *   *

As reported in the Troubled Company Reporter's February 9, 2004
edition, Standard & Poor's Ratings Services assigned its
'CC' subordinated debt rating to Penn Treaty America Corp.'s
(NYSE:PTA) $14 million, 6.25% subordinated convertible notes,
which are due on Oct. 15, 2008.

The notes were issued in a private placement to accredited
investors. The terms of the notes are identical to those of the
company's existing 6.25% subordinated convertible notes due 2008,
except that the newly issued notes may not be converted until
after May 31, 2004, and until shareholder ratification and
approval of the issuance of the notes and the related shares of
common stock is obtained.

                         Ratings List

                  Penn Treaty American Corp.

         Counterparty credit rating      CCC-/Positive/--
         Subordinated debt rating        CC


PETRO STOPPING: Reports Increased Revenues in Q4 and FY 2003
------------------------------------------------------------
Petro Stopping Centers, L.P., one of the leading operators of
full-service travel plazas in the U.S., announced its operating
results for the fourth quarter and twelve months ended December
31, 2003.

Revenue for the fourth quarter 2003 of $268.8 million was $28.8
million higher than the same period in 2002. The increase in
revenue was primarily driven by a 6.4% increase in same store fuel
gallons, a 3.8% increase in the average retail selling price per
fuel gallon, and the addition of two new company operated sites.
Net income for the quarter was $1.6 million, including a charge of
$908,000 related to the write-down of land held for sale. No
provision for income taxes is reflected in the Company's
consolidated financial statements because of its organization as a
partnership.

Net income for the year ended December 31, 2003 was $8.7 million
compared to $7.0 million in 2002. Revenue for the year was $1.1
billion compared to $922.9 million in 2002. EBITDA for the year
increased 1.6% to $44.3 million.

"The successful completion of our debt restructuring in early 2004
has positioned Petro to prosper as economic conditions continue to
improve. We believe that the level to which our new 9% notes were
over-subscribed reflects the market's confidence in our strategies
and the talent of our management team," said Jack Cardwell,
Petro's Chairman, President, and Chief Executive Officer.

Petro Stopping Centers, L.P. is one of the leading travel plaza
operators in the U.S. The Company has a nationwide network of 37
company-operated and 23 franchised locations. The Company provides
high quality multi-service facilities, with most sites featuring
separate diesel and gasoline fueling facilities, Iron Skillet
restaurants, travel & convenience stores, and Petro:Lube truck
maintenance and repair centers.

                           *   *   *

As reported in the Troubled Company Reporter's February 17, 2004
edition, Standard & Poor's Ratings Services assigned its 'B-'
rating and '3' recovery rating to Petro Stopping Centers L.P.'s
$225 million senior secured notes due 2012. These notes were
issued pursuant to Rule 144A with registration rights. The notes
are rated one notch below the corporate credit rating; this and
the '3' recovery rating indicate the expectation of meaningful
recovery of principal (50%-80%) in the event of a default.

In addition, Standard & Poor's raised the rating on the company's
senior secured bank loan to 'BB-' from 'B+' and assigned a '1'
recovery rating to the loan. The bank loan is rated two notches
higher than the corporate credit rating; this and the '1' recovery
rating indicate a high expectation of full recovery of principal
in the event of a default.

The 'B' corporate credit rating for Petro was affirmed and removed
from CreditWatch, where it was placed Aug. 28, 2003. The outlook
is negative.

The affirmation is based on Petro's stable operating performance
over the past two years, as well as its enhanced liquidity as a
result of extended maturities and lower cash interest payments
under the refinancing. Proceeds from these issues, along with
cash, were used to repay the company's existing $135 million
senior unsecured notes and Petro Stopping Centers Holdings L.P.'s
existing $113.7 million face value of senior discount notes due
2008. The new term loan is $25 million, $20 million less than the
previous term loan.

The negative outlook reflects the company's continued high
leverage and thin cash flow coverage ratios. A further
deterioration in these credit measures or reduced liquidity could
result in a ratings downgrade in the near term.


PG&E NATIONAL: NEG Wants Until June 19 to Solicit Plan Acceptances
----------------------------------------------------------------
National Energy & Gas Transmission, Inc. (formerly PG&E National
Energy Group Inc.) asks the Court to further extend its exclusive
period to solicit acceptances for its reorganization plan through
and including June 19, 2004, pursuant to Section 1121(d) of the
Bankruptcy Code.

Martin T. Fletcher, Esq., at Whiteford, Taylor & Preston, LLP, in
Baltimore, Maryland, explains that the extension will allow NEG
to pursue confirmation of its pending Plan.  Mr. Fletcher informs
the Court that NEG has diligently undertaken to achieve approval
of the disclosure statement for its Plan.  At this time, the
voting on the Plan is already underway with the support of the
Official Committee of Unsecured Creditors and the Official
Noteholders Committee appointed in NEG's Chapter 11 case.

The deadline for filing confirmation objections is April 19,
2004.  The Confirmation Hearing will be held on April 28, 2004.
The solicitation of votes for the Plan began on March 12, 2004
and the ballots to accept or reject the Plan must be submitted by
April 19, 2004.

Judge Mannes will convene a hearing on May 19, 2004 to consider
NEG's request.  Pursuant to the Order for Complex Chapter 11
Bankruptcy Case dated July 9, 2003, NEG's Exclusive Solicitation
Period is automatically preserved, without the necessity of a
bridge order, until the conclusion of that hearing.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
18; Bankruptcy Creditors' Service, Inc., 215/945-7000)


PILLOWTEX: Stipulation Recharacterizes 12 Lasalle-Assigned Leases
-----------------------------------------------------------------
Between October 1, 1999 and January 1, 2000, Debtor Pillowtex
Corporation entered into 12 lease agreements with General
Electric Capital Corporation:

   (a) Production Equipment Lease Agreement No. Series 17-A,
       having a capitalized cost of $487,218;

   (b) Production Equipment Lease Agreement No. Series 17-B,
       having a capitalized cost of $1,270,307;

   (c) Production Equipment Lease Agreement No. Series 17-C,
       having a capitalized cost of $487,219;

   (d) Production Equipment Lease Agreement No. Series 17-D,
       having a capitalized cost of $783,088;

   (e) Production Equipment Lease Agreement No. Series 17-E,
       having a capitalized cost of $1,040,003;

   (f) Production Equipment Lease Agreement No. Series 17-F,
       having a capitalized cost of $91,276;

   (g) Production Equipment Lease Agreement No. Series 17-G,
       having a capitalized cost of $374,121;

   (h) Production Equipment Lease Agreement No. Series 17-H,
       having a capitalized cost of $91,276;

   (i) Production Equipment Lease Agreement No. Series 17-I,
       having a capitalized cost of $91,276;

   (j) Production Equipment Lease Agreement No. Series 20-A,
       having a capitalized cost of $487,219;

   (k) Production Equipment Lease Agreement No. Series 20-C,
       having a capitalized cost of $487,219; and

   (l) Production Equipment Lease Agreement No. Series 25-A,
       having a capitalized cost of $1,190,625;

Under the 12 Lease Agreements, GECC leased to the Debtors certain
production equipment for use by the Debtors in their
manufacturing operations.  Subsequently, GECC assigned all its
right, title, interest and obligations in the 12 Lease Agreements
to LaSalle National Leasing Corporation.  The 12 Lease Agreements
were amended to provide that at the end of the lease terms, the
Debtors will acquire title to the Equipment upon the payment of
specified amounts aggregating approximately $650,000.  On May 9,
2002, the Debtors assumed the 12 Lease Agreements.

On October 1, 2003, LaSalle assigned to Crescent Financial LLC,
an affiliate of GGST, the 12 Lease Agreements and substantially
all of LaSalle's rights, title, interest, claims and remedies
under the Lease Agreements and in the Equipment for the purchase
price of $1,750,000.

Pursuant to the Court-approved sale of substantially all of the
Debtors' assets to GGST, the parties must jointly determine
whether each Subject Capital Lease would be treated as a true
lease or recharacterized as a financing lease or secured loan
under the Bankruptcy Code.  Upon their review of the Lease
Agreements, the Debtors, Crescent and GGST agreed that they be
treated as financing leases.  Thus, with the Court's consent, the
parties stipulate and agree that:

   (a) The 12 Lease Agreements are recharacterized as financing
       leases or secured loans;

   (b) The Equipment is property of the Debtors' estates;

   (c) Crescent, as assignee of LaSalle, has a valid, binding,
       enforceable and perfected, first priority security
       interest in the Equipment and accordingly, a secured claim
       against the Debtors equal to $1,750,000, the liquidation
       value of the Equipment;

   (d) As of the Petition Date, the aggregate balance due or to
       become due under the 12 Lease Agreements was $2,325,307;

   (e) In consideration of the Secured Claim, the Debtors will
       transfer to GGST good legal and beneficial title to the
       Equipment free and clear of all liens, claims,
       encumbrances and interests of any kind or nature;

   (f) GGST will have an allowed unsecured prepetition non-
       priority deficiency claim against the Debtors for $575,307
       and will not be required to file a proof of claim; and

   (g) Each of Crescent and GGST fully and forever releases and
       discharges the Debtors of and from any and all claims
       against the Debtors that Crescent or GGST has or may have
       under or relating to the Lease Agreements;

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)


PINNACLE CLUB: Creditors Agree to Restructure Debt Pacts
--------------------------------------------------------
The Pinnacle Club announced it has reached agreements with several
of its creditors and its landlord that will facilitate the Club's
successful reorganization under Chapter 11 of the Bankruptcy Code.

On March 10, 2004, the Colorado Bankruptcy Court approved the Rent
Moratorium Agreement by and between the Pinnacle Club and its
landlord, Antelope Real Estate Co. LLC. Under the Rent Moratorium
Agreement, Antelope agreed to defer the rent for the months of
January, February and March 2004.

Separately, the Club reached agreements with its primary secured
lender, Wells Fargo Bank and the Colorado Department of Revenue,
which will govern the Club's use of Wells Fargo's and the State's
"cash collateral" existing at the time of the Pinnacle Club's
Chapter 11 bankruptcy filing. Further, the Pinnacle Club reached
an agreement in principle with the Colorado Department of Revenue
for repayment of the pre-petition taxes owed to the State under
terms favorable to the Club. These agreements are subject to the
approval of the bankruptcy court.

Michael V. Schranz, Pinnacle Club President said: "We are
encouraged by the progress made by the Club under the direction of
General Manager, Wayne N. Sweger and his staff, as we continue
with our bankruptcy reorganization. From a cash flow position and
a house profit standpoint, the Club is ahead of the budget filed
with the court. More importantly, our membership is energized by
the Club's efforts to meet their dining, business meeting and
catering needs. We are confident the Pinnacle Club will emerge
from Chapter 11 as a more robust and successful business club, and
return to its historic role as one of the premier city clubs in
the country."

Wayne N. Sweger, General Manager of the Pinnacle Club, said:
"Bookings for weddings are strong and we continue to accept many
reservations for meeting rooms and other special functions. We are
receiving excellent feedback from our members and guests about
their special functions and weddings. I'm certain these comments
are helping to generate future sales. We recently opened the Club
for Thursday and Friday evening socializing for the membership in
the Crystal Room, absolutely the best room in the entire Rocky
Mountain region for watching the sunset. I believe the Club is
moving in a very positive direction with a motivated staff and
look forward to continued improvement."

               About the Pinnacle Club

The Pinnacle Club is Denver's most recognized private club.
Offering paramount service and member benefits from our 37th and
38th floors, the views of the city and Front Range are unmatched.
Our expert Special Events Planners can assist with your next
wedding or private meeting. Each of our nine event rooms have the
magnificent panoramic views of the Front Range and Downtown
Denver, accommodating two to 1,200, gala to business functions,
and everything in-between! Discover for yourself why "It's Better
at the Top."


PINNACLE CLUB: Reaches Banquet Space Agreement with Hyatt Hotels
----------------------------------------------------------------
The Pinnacle Club reached an agreement with Hyatt Hotels under
which Hyatt will utilize the Club's banquet space under terms that
are more financially attractive to Pinnacle than under previous
agreements. Pinnacle Club membership continues to have first and
full access to all of the functionality offered at the Club. Where
available, Hyatt Hotel's downtown Denver location will have the
opportunity to book functions, special events and business
meetings.

Commenting on the arrangement with Hyatt, Sweger said: "This
agreement, I believe, provides a first-rate source of new business
for the Pinnacle Club and offers us an excellent chance to
showcase the Club's banquet facilities and services to more of
Denver and the Rocky Mountain area. I'm pleased to have reached
agreement with the Hyatt and look forward to working with them."

               About the Pinnacle Club

The Pinnacle Club is Denver's most recognized private club.
Offering paramount service and member benefits from our 37th and
38th floors, the views of the city and Front Range are unmatched.
Our expert Special Events Planners can assist with your next
wedding or private meeting. Each of our nine event rooms have the
magnificent panoramic views of the Front Range and Downtown
Denver, accommodating two to 1,200, gala to business functions,
and everything in-between! Discover for yourself why "It's Better
at the Top."


PRUDENTIAL SECURITIES: Fitch Rates Class G Certificates at BB+
--------------------------------------------------------------
Prudential Securities Secured Financing Corp.'s commercial
mortgage pass-through certificates, series 1995-MCF2, are upgraded
as follows:

        --$5.6 million Class F to 'AAA' from 'A+';
        --$12.2 million Class G to 'BB+' from 'CCC'.

The following classes are affirmed:

        --$51.9 million Class C at 'AAA';
        --$8.9 million Class D at 'AAA';
        --$15.6 million Class E at 'AAA'.

The $7.4 million Class H remains at 'D' due to a cumulative
principal loss of $3.8 million since issuance. Classes J-1 and J-2
have been reduced to $0 due to realized losses, and classes A-1,
A-2, A-EC and B have paid in full.

The upgrades are due to increased credit enhancement as a result
of continued amortization and loan payoffs. As of the March 2004
distribution date, the deal has paid down 76.6%, to $51.9 million
from $222.3 million from issuance, and to 25 loans from 85.

Three healthcare properties, also Fitch loans of concern, have
paid off in full. The Bristol House loan ($4.3 million), which
incorporated a second lien formerly collaterized by the Walden
Oaks property, paid off in full as of the March 2004 distribution
date. Seaport Manor ($2.2 million) prepaid as of the February 2004
distribution date with a loss of $183,617. Fitch had expected
greater losses on both of these loans.

Fitch is concerned that the remaining pool has become more
concentrated since issuance, with retail properties
collateralizing 75% of the deal and the top five loans comprising
40%. In addition, there is one specially serviced loan (2.7%)
currently 90 days delinquent and collateralized by an office
property in Avon, IN. The special servicer is working with the
borrower to bring the loan current. However the substantial
paydown offsets these concerns and the upgrades are warranted.


QT 5 INC: Ability to Continue as Going Concern is in Doubt
----------------------------------------------------------
QT 5, Inc.'s unaudited condensed consolidated financial statements
have been prepared in conformity with accounting principles
generally accepted in the United States of America, which
contemplate continuation of the Company as a going concern. The
Company incurred a net loss of $3,396,688 and $5,391,291 during
the three and six months ended December 31, 2003, respectively,
only had $44,937 and $190,404 of revenue during the three months
and six months ended December 31, 2003 respectively, and had a
cash balance of $58,478 at December 31, 2003. In addition, the
Company had an accumulated deficit of $15,577,067 and negative
working capital of $1,474,244 and on January 8, 2004 has lost its
NICO patent rights for its only revenue-generating product at
December 31, 2003.

The Company is now commencing the marketing and sales of its new
disease and drug quick-test products and management recognizes
that the Company must generate additional resources to fund
overhead and for the eventual achievement of revenue and sustained
profitable operations. The Company's success is dependent upon
numerous items, including the successful development of effective
marketing strategies to customers in a competitive market for its
new products. The Company anticipates that certain of its new
product line may enter the market in the second calendar quarter
of 2004 and management believes that revenues generated by this
product could lead to future profitability. Also, in November
2003, the Company completed an accounts receivable financing
facility with AeroFund Financial which enables it to finance
approved customer invoices to a maximum of $1,500,000 at any given
time. Although the Company is currently in default of this
financing agreement, caused by the loss of its NICO patent and
non-payment by certain customers, the Company intends to cure the
default and anticipates utilizing this financing, when and if
required, in connection with future sales of new product.

Also, in February 2004 management successfully obtained additional
capital through a $1 million sale and issuance of 6% convertible
debentures with an original issuance discount of 25%, from which
the Company received initial gross proceeds of $350,000 on
February 12, 2004 with an additional $150,000 anticipated on, or
about, February 20, 2004 and the $250,000 balance which is
scheduled to be paid following the effective date of a
registration statement (which the Company anticipated filing with
the Securities and Exchange Commission in February 2004) covering
the common stock underlying the debentures and related warrants.
However, no assurance can be given that the accounts receivable
financing facility will remain available and the balance of the
convertible debenture funding will be consummated as contemplated
or will generate sufficient cash to satisfy the Company's need for
additional capital or that other debt or equity financing will be
available to the Company on satisfactory terms.

These factors, among others, raise substantial doubt about the
Company's ability to continue as a going concern.


RELS MANUFACTURING: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: RELS Manufacturing Corporation
        6700 Bleck Drive
        Rockford, MN 55373

Bankruptcy Case No.: 04-31775

Type of Business: The Debtor Manufactures automobile service
                  products.

Chapter 11 Petition Date: March 24, 2004

Court: District of Minnesota

Judge: Dennis D. O'Brien

Debtor's Counsel: T. Chris Stewart, Esq.
                  Dunkley and Bennett, P.A.
                  701 Fourth Avenue South Suite 700
                  Minneapolis, MN 55415
                  Tel: 612-339-1290
                  Fax: 612-339-9545

Total Assets: $1,888,326

Total Debts:  $1,222,567

Debtor's 19 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Pier Foundry                  Trade debt                 $37,000

Source Transport              Trade debt                 $29,000

Sicam Canada                  Trade debt                 $26,000

Metal Coatings                Trade debt                 $21,100

Earl M. Jorgensen Co.         Trade debt                 $18,000

Innovative Metals Inc.        Trade debt                 $11,200

Yellow Freight                Trade debt                 $10,000

Electric Motor Service        Trade debt                  $7,700

Shark Industries Ltd.         Trade debt                  $7,300

Tomahawk Foundry              Trade debt                  $5,700

Falk Paper                    Trade debt                  $4,300

Gear & Broach Inc.            Trade debt                  $3,500

All Industries Supplies       Trade debt                  $3,000

Dawes Transport, Inc.         Trade debt                  $3,000

LCL Services Inc.             Trade debt                  $3,000

Comet Tool                    Trade debt                  $2,600

Denton Casting Co., Inc.      Trade debt                  $2,400

Wimpex, Inc.                  Trade debt                  $2,400

Pitney Bowes                  Trade debt                  $2,000


RIODIZIO INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Riodizio, Inc.
        417 Lafayette Street
        New York, New York 10003

Bankruptcy Case No.: 04-40821

Type of Business: The Debtor operates a restaurant and cocktail
                  lounge.

Chapter 11 Petition Date: March 26, 2004

Court: Southern District of New York (Manhattan)

Judge: Cornelius Blackshear

Debtor's Counsel: Mitchell Cantor, Esq.
                  Law Offices of Mitchell Cantor
                  470 Park Avenue South
                  New York, NY 10016
                  Tel: 212-679-7820

Total Assets: $150,000

Total Debts:  $25,168,000

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


ROUGE INDUSTRIES: Administrative Claims Bar Date Set for April 5
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware fixes
April 5, 2004, at 4:0 p.m. as the deadline for filing
administrative claims that arose before October 23, 2003, against
Rouge Industries, Inc., and its debtor-affiliates.

If filed via U.S. mail, claims must be sent to:

               Rust Consulting, Inc.
               P.O. Box 1689
               Faribault Minnesota 55021-1689
               Attn: Rouge Industries, Inc., et al,
                     Claims Processing

if via hand delivery, courier or overnight service, to:

               Rouge Industries, Inc., et al,
               Claims Processing
               c/o Rust Consulting, Inc.
               201 South Lyndale Avenue
               Faribault, Minnesota 55021

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. Del. Case No. 03-13272).
Donna L. Harris, Esq., Robert J. Dehney, Esq., at Morris, Nichols,
Arsht & Tunnell represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed total assets of $558,131,000 and total
debts of $558,131,000.


RYLAND GROUP: First Quarter Earnings Release Set for April 21
-------------------------------------------------------------
The Ryland Group, Inc. (NYSE: RYL) will release first quarter
earnings on Wednesday, April 21, 2004, after the market closes.

The conference call will be held on Thursday, April 22, 2004, at
9:00 a.m. PDT (12 p.m. EDT).  The dial-in number is 888-857-6929.
Participants may call in beginning at 8:45 a.m. PDT.

The call will be recorded and replayed beginning at 12 p.m. PDT on
April 22 through midnight on May 6, 2004.  The dial-in number for
the replay is 888-203-1112 (reference conference code 748120).  In
addition, the call will be broadcast from Ryland's Web site at
http://www.ryland.com/in the "Investor Relations" section of the
site.

With headquarters in Southern California, Ryland is one of the
nation's largest homebuilders and a leading mortgage-finance
company.  The Company currently operates in 27 markets across the
country and has built more than 215,000 homes and financed more
than 185,000 mortgages since its founding in 1967.  Ryland is a
Fortune 500 company listed on the New York Stock Exchange under
the symbol "RYL."  Company's Web site is at http://www.ryland.com/

As reported in Troubled Company Reporter's November 4, 2003
edition, Standard & Poor's Ratings Services raised its corporate
credit rating on The Ryland Group Inc. to 'BBB-' from 'BB+'. In
addition, ratings on $547 million of the company's senior
unsecured and senior subordinated notes were raised. The outlook
is now stable.


SELECT MEDICAL: Will Webcast Q1 Conference Call on April 28
-----------------------------------------------------------
Select Medical Corporation (NYSE: SEM) will release the financial
results for its first quarter ended March 31, 2004 on Tuesday,
April 27, 2004, after the close of the market.

The Company will host a conference call regarding the first
quarter results and its business outlook on Wednesday, April 28,
2004, at 11:00 am EDT.  The domestic dial in number for the call
is 1-888-896-0863.  The international dial in number is 1-973-935-
8507.  The conference call will be webcast simultaneously at

            http://www.videonewswire.com/sem/042804

For those unable to participate in the conference call, a replay
will be available until 1:00 pm EDT, May 5, 2004.  The replay
number is 1-877-519-4471 (domestic) or 1-973-341-3080
(international).  The passcode for the replay will be 4632098.
The replay can also be accessed at Select Medical Corporation's
website, http://www.selectmedicalcorp.com/

Select Medical Corporation (S&P, BB- Corporate Credit Rating,
Stable) is a leading operator of specialty hospitals in the United
States.  Select operates 79 long-term acute care hospitals in 24
states.  Select operates four acute medical rehabilitation
hospitals in New Jersey.  Select is also a leading operator of
outpatient rehabilitation clinics in the United States and Canada,
with approximately 790 locations. Select also provides medical
rehabilitation services on a contract basis at nursing homes,
hospitals, assisted living and senior care centers, schools and
worksites.  Information about Select is available at

             http://www.selectmedicalcorp.com/


SOLUTIA: Brings-In Deloitte & Touche as Independent Accountants
---------------------------------------------------------------
Solutia, Inc. and its debtor-affiliates seek the Court's authority
to employ Deloitte & Touche LLP as their independent accountants,
auditors and tax service providers.  The Debtors have selected
Deloitte because of its diverse experience and extensive knowledge
in providing services to large and complex entities, both in and
out of bankruptcy proceedings.  Jeffry N. Quinn, Solutia Inc.'s
Senior Vice President, General Counsel and Chief Restructuring
Officer, relates that Deloitte is one of the "Big Four" accounting
firms and has the necessary depth and range of skills to assist
the Debtors in their Chapter 11 cases.

Deloitte is already particularly familiar with the Debtors'
business, management, financial and operational staff and other
professionals because it has been employed by the Debtors since
their inception in 1997.  The scope of service to be provided by
Deloitte to the Debtors include:

   (a) auditing and reporting on the Debtors' annual consolidated
       financial statements for the year ended December 31, 2003;

   (b) federal and state income tax preparation services, tax
       equalization calculation services, and miscellaneous tax
       compliance services pertaining to the Debtors' personnel
       on international assignments; and

   (c) property tax consulting services.

In addition, Deloitte will render further independent accounting,
auditing and tax services as the Debtors may request from time to
time, including:

   (a) addressing issues relating to the completion of the 2003
       Audit Services arising in connection with the Debtors'
       filing of the Chapter 11 cases and not contemplated at the
       time the 2003 Audit Services were commenced, and assisting
       them with other accounting and reporting matters;

   (b) assisting the Debtors in preparing debt compliance
       letters, and with other accounting, reporting, and out-of-
       court debt restructuring matters, arising in connection
       with the Chapter 11 cases;

   (c) assisting the Debtors in preparing quarterly and other
       filings that may be required by the Securities and
       Exchange Commission; and

   (d) assisting the Debtors in connection with their general tax
       advisory and tax compliance needs.

Deloitte intends to charge the Debtors for its professional
services pursuant to these fixed and contingent fee rate
compensation arrangements:

   (a) The Debtors and Deloitte have estimated a fee of $725,000
       for Deloitte's provision of 2003 Audit Services.  Deloitte
       intends to charge fees in excess of this amount on an
       hourly rate basis;

   (b) Deloitte intends to charge the Debtors a fixed fee for
       each of their employees for whom expatriate tax services
       are provided; and

   (c) Deloitte intends to charge a contingent fee of 24% of the
       tax savings realized with respect to the properties, which
       are subject of the property tax services provided.

Before the Petition Date, the Debtors paid Deloitte $540,000 in
progress billings applied towards the $725,000 estimated fee for
the 2003 Audit Services.  The Debtors propose to compensate
Deloitte the $185,000 remaining in estimated fees for Deloitte's
postpetition performance of the 2003 Audit Services.  In
addition, Deloitte will provide additional services at these
discounted standard hourly rates:

     Partner, Principal, Director     $450 - 600
     Senior Manager                    350 - 450
     Manager                           250 - 350
     Senior                            175 - 250
     Staff                             150 - 175
     Paraprofessionals, Assistants            85

Karen Potts, tax partner at Deloitte, assures the Court that the
firm does not hold or represent any interest adverse to the
Debtors with respect to the matters on which it is to be
employed.  Moreover, Deloitte is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

                          *     *     *

The Court allows the Debtors to employ Deloitte as their
independent accountants, auditors and tax service providers.
However, the Debtors' employment of Deloitte with respect to
providing expatriate tax services will be subject to a further
hearing by the Court.

Headquartered in St. Louis, Missouri, Solutia, Inc. --
http://www.solutia.com/-- with its subsidiaries, make and sell a
variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications. The Company
filed for chapter 11 protection on December 17, 2003 (Bankr.
S.D.N.Y. Case No. 03-17949).  When the Company filed for
protection from their creditors, they listed $2,854,000,000 in
assets and $3,223,000,000 in debts. (Solutia Bankruptcy News,
Issue No. 10; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPORTS ARENAS: Independent Auditors Air Going Concern Doubts
------------------------------------------------------------
The independent auditors' report of Sports Arenas, Inc., dated
September 5, 2003, included in the Company's June 30, 2003 Annual
Report on Form 10-K contained the following explanatory
paragraph:

    "The accompanying consolidated financial statements have been
     prepared assuming that the Company will continue as a going
     concern. As discussed in Note 13 to the consolidated
     financial statements, the Company has suffered recurring
     losses, and is forecasting negative cash flows from operating
     activities for the next twelve months.  These items raise
     substantial doubt about the Company's ability to continue as
     a going concern.  Management's plans in regard to these
     matters are also described in Note 13.  The consolidated
     financial statements do not include any adjustments that
     might result from the outcome of this uncertainty."

Management estimates positive cash flow of $100,000 to $200,000 in
total for the remaining  two quarters of the year ending June 30,
2004 from operating activities after deducting capital
expenditures and principal payments on notes payable and adding
estimated   distributions from UCV and VRLP.  However, Management
estimates that it will have a tax  liability of approximately
$1,026,000 due in September 2004 as a result of reporting the
taxable portion of the sale of the apartment project owned by UCV,
LP.  Management is currently uncertain of where the Company will
obtain the funds to pay these tax liabilities.

The Company has working capital deficit of $565,556 at
December 31, 2003, which is a $1,627,109 decrease from the working
capital of $1,061,553 at June 30, 2003.  The decrease  in working
capital is primarily attributable to the reclassification of
$1,026,000 from a non-current deferred tax liability to a current
deferred tax liability and cash used by operating activities for
the six months ended December 31, 2003.

Management expects continuing cash flow deficits until Penley
Sports develops sufficient  sales volume to become profitable.
Although, there can be no assurances that Penley Sports  will ever
achieve profitable operations, management estimates that a
combination of continued  increases in the sales of Penley Sports
and reduction of its operating costs will result in Penley Sports
and the Company achieving a breakeven level of operations at the
end of the next two quarters.


STERICYCLE: S&P Revises Outlook to Stable over Improved Financials
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating and senior secured bank loan rating on Stericycle Inc. to
'BB+' from 'BB'.

The subordinated debt rating was raised to 'BB-' from 'B+'. The
outlook is stable. Total debt as of Dec. 31, 2003, was
approximately $168 million.

The upgrade reflects Lake Forest, Illinois-based Stericycle's
improved financial performance, continued debt reduction, and
increased cash flow generation.

"Despite the economic downturn, Stericycle has consistently grown
its revenues and improved its operating efficiency and
profitability over the last couple of years," said Standard &
Poor's credit analyst Paul Blake.

Industrywide cost reduction pressures have increased the amount of
outsourcing by hospitals; acquisitions; and market penetration of
Stericycle's new programs and services, most notably, its Steri-
Safe OSHA Compliance Program for small customers. Additionally,
broader regulatory awareness and compliance issues in the medical
waste industry have aided in market acceptance, as potential
customers require more comprehensive services. Stericycle's
competitive strengths and good efficiencies enable it to achieve
impressive operating profit margins above 30%. Increasing
cash flow generation allowed the company to reduce debt by
approximately $60 million in both 2002 and 2003.

The company is the largest provider of regulated medical waste
management services in the U.S. with annual revenues of $450
million, and the only national entity with a fully integrated
collection and treatment network. Stericycle's customer base is
well diversified, with 301,000 accounts (substantially all of them
under contracts of one to five years) and about 95% customer
retention rate, factors that enhance stability. Favorable
demographics, customer outsourcing, expansion of ancillary
services, and regulatory forces drive moderate growth prospects.


STOLT-NIELSEN: Issuing New Senior Five-Year Unsecured Bonds
-----------------------------------------------------------
Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock Exchange: SNI)
announced plans to issue new senior five-year unsecured bonds with
a term from April 15, 2004 to April 15, 2009. The senior five-year
bonds will have a fixed yearly coupon of 8.75%. The first tranche
of the senior five-year bonds will be NOK 500-700 million, with
a total borrowing limit of NOK 1 billion. The nominal value of the
senior five-year bonds will be NOK 500,000. The purpose of the
bond issue is to refinance part of the Company's current debt. The
offering period for the bond issue is from March 26, 2004 to April
2, 2004.

The securities offered or to be offered in the private placement
of the senior five-year bond issue have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States without
registration or an applicable exemption from the registration
requirements.

                About Stolt-Nielsen S.A.

Stolt-Nielsen S.A. is one of the world's leading providers of
transportation services for bulk liquid chemicals, edible oils,
acids, and other specialty liquids. The Company, through its
parcel tanker, tank container, terminal, rail and barge services,
provides integrated transportation for its customers. The Company
also owns 41 percent of Stolt Offshore S.A. (Nasdaq: SOSA; Oslo
Stock Exchange: STO), which is a leading offshore contractor to
the oil and gas industry. Stolt Offshore specializes in providing
technologically sophisticated offshore and subsea engineering,
flowline and pipeline lay, construction, inspection, and
maintenance services. Stolt Sea Farm, wholly-owned by the Company,
produces and markets high quality Atlantic salmon, salmon trout,
turbot, halibut, sturgeon, caviar, bluefin tuna, and tilapia.

                      *    *    *

As reported in the December 30, 2003 edition of the Troubled
Company Reporter, Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock
Exchange: SNI) announced that its primary lenders agreed to extend
the waivers of covenant defaults granted by the lenders until May
21, 2004.

SNSA also reported that it will pay down its $160 million
revolving credit facility by $20 million on February 29, 2004, and
that the Company has received an extension on repayment of the
remaining $140 million until May 21, 2004.

The waiver extensions provide SNSA with increased flexibility on
the debt-to-tangible-net-worth covenant during the waiver period,
setting the ratio at 2.75-to-1 at November 30, 2003, and 2.65-to-1
at February 29, 2004. SNSA must also maintain a specified minimum
tangible net worth level. Pursuant to the waiver terms, SNSA will
develop a financial restructuring plan with its lenders by
March 31, 2004. Additionally, the waivers call for improvements in
SNSA's liquidity during the waiver period through dispositions or
capital-raising initiatives, and oblige SNSA to work with its
lenders to provide available collateral to unsecured or
under-secured lenders during the waiver period.


SUNCOS CORPORATION: Creditors' Ballots are Due on April 1, 2004
---------------------------------------------------------------
On February 18, 2004, the U.S. Bankruptcy Court for the District
of Delaware approved the Disclosure Statement prepared by Suncos
Corporation and its debtor-affiliates for containing adequate
information pursuant to Section 1125 of the Bankruptcy Code.

The Plan is now in creditors' hands and they are making those
decisions. The Court sets April 1, 2004, at 4:00 p.m. Eastern Time
as the deadline for creditors to submit votes to accept or reject
the Plan.

Objections to the Debtors' Plan must be filed and submitted to the
Counsel for the Debtors and the Office of the U.S. Trustee not
later than April 6, 2004.

A hearing to consider the confirmation of the Plan will be held
before the Honorable Judge Mary F. Walrath at 4:00 p.m. on
April 13, 2004.

Suncos Corporation is a Biotechnology company focused on the
development of medications for the treatment of chronic
inflammatory diseases. The company filed for Chapter 11 Protection
on December 23, 2003 (Bankr. Del. Case No.: 03-13888). Mark D.
Collins, Esq., at Richards Layton & Finger represents the Debtors.


SURE FIT INC: Engages Garden City as Claims and Notice Agent
------------------------------------------------------------
Sure Fit, Inc., and its debtor-affiliates seek permission to
appoint The Garden City Group as their claims and notice agent.

The Debtors expect Garden City to:

   a) notify all potential creditors of the filing of the
      Debtors' bankruptcy petitions and of the setting of the
      first meeting of creditors, pursuant to Bankruptcy Code
      Section 341, under the proper provisions of the Bankruptcy
      Code and the Bankruptcy Rules;

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

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

   d) furnish a notice of the last day for the filing of proofs
      of claims and a form for the filing of a proof of claim,
      after such notice and form are approved by this Court;

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

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

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

        (i) the claim number assigned,

       (ii) the date received,

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

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

   h) record all transfers of claims and provide any notices of
      such transfers required by Bankruptcy Rule 3001;

   i) make changes in the Claims Register pursuant to Court
      Order;

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

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

   l) assist with, among other things, solicitation,
      calculation, and tabulation of votes and distribution as
      required in furtherance of confirmation of plan(s) of
      reorganization; and

   m) at the close of the case, box and transport all original
      documents in proper format, as provided by the Clerk's
      office, to the Federal Records Center.

The Debtors reports that they have in excess of 500 creditors and
potential creditors in these cases.  The Debtors believe that
Garden City is well-qualified to serve in the capacity as claims
and notice agent and that its retention is in the best interests
of the estates and the creditors.

Garden City expects to receive $5,000 retainer from the Debtors
and would apply this amount first against prepetition fees and
expenses and would apply the balance against postpetition fees and
expenses next.

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


SYMPHONY HEALTHCARE IV: Involuntary Case Summary
------------------------------------------------
Alleged Debtor: Symphony Healthcare IV, LLC
                c/o Kenneth Perry
                210 12th Ave So #209
                Nashville, Tennessee 37203

Involuntary Petition Date: March 23, 2004

Case Number: 04-32592

Chapter: 7

Court: District of Oregon (Portland)

Judge: Trish M. Brown

Petitioners' Counsel: Gene Mechanic, Esq.
                      Mechanic, Stuart & Gibson LLP
                      1020 South West Taylor Street #530
                      Portland, OR 97205
                      Tel: 503-228-3862

Petitioners: Maureen Howe
             31112 North East 59th
             LaCenter, WA 98629

             Keith L. Solberg
             5619 North Moore
             Portland, OR 97217

             Judith A. Cox
             144 South East 52 Avenue
             Portland, OR 97215

             Rene Miranda
             4624 South East Jackson
             Milwaukee, OR 97222

             Cathleen Cornett
             2830 South East Pardee Street
             Portland, Oregon 97202

             Joyce Long
             2813 South East Risley Avenue
             Milwaukie, OR 97267

             Sharman Aillon
             13895 South West Barrows Road #104
             Beaverton, OR 97007

             Wilda Noelle
             9735 South West Tualatin Road
             Tualatin, OR 97062

             Doug Ng
             6620 South West 169th Avenue
             Beaverton, OR 97007

Total Amount of Claims: $20,220


SYSTEMONE TECHNOLOGIES: Dec. 31, 2003 Deficit Tops $39 Million
--------------------------------------------------------------
SystemOne Technologies Inc. (OTC Bulletin Board: STEK) reported
operating results for the twelve months ended December 31, 2003.

Revenues for the twelve months ended December 31, 2003 were
$16,847,000 compared to revenues of $17,720,000 for the
corresponding period of 2002. The Company generated an operating
profit for the twelve months ended December 31, 2003 of $2,342,000
compared with an operating profit of $3,778,000 for the
corresponding period of 2002. The Company's net income for the
twelve months ended December 31, 2003, which included other income
of $5,779,000, was $5,272,000, compared with net income of
$972,000, for the corresponding period of 2002. The company's net
income attributable to common stock for the twelve months ended
December 31, 2003 was $3,036,000 or a net income of $.61 cents per
share, compared with a net loss of $1,323,000 or a loss of $.28
cents per share, in 2002.

The Company reported that revenues declined due to the termination
of its Exclusive Marketing and Distribution Agreement with Safety-
Kleen. The agreement was terminated on September 30, 2003 and
SystemOne received a $14 million settlement, which will be used to
rebuild the Company's Marketing and Distribution channels and
repay debt.

Chief Executive Officer Paul I. Mansur stated, "The Company's
results include a one-time gain in the amount of $5,779,000
resulting from the termination of the Exclusive Marketing and
Distribution Agreement with Safety- Kleen." Mansur added, "Because
Safety-Kleen was the Company's only customer, we must establish
new distribution channels for our products. We are currently
undertaking that effort and to date we have communicated with more
than 90 potential distributors nationwide. We believe that
approximately 40 to 50 distributors in this group will be
qualified distributors for our products." Mansur added,
"Approximately eight distributors have been appointed to date and
the Company began shipping initial orders to its new distributors
in the first quarter of 2004. We expect to ship approximately 150
units during the first quarter of 2004 with increases throughout
the year. Mansur further added, "There can be no assurances that
we will be successful in retaining these distributors and
increasing shipments."

At December 31, 2003, SystemOne Technologies Inc.'s balance sheet
shows a total stockholders' deficit of $39,009,666 compared to
$42,045,483 the prior year.

Founded in 1990, SystemOne Technologies designs, manufactures,
sells and supports a full range of self-contained recycling
industrial parts-washing products for use in the automotive,
aviation, marine and general industrial markets. The Company has
been awarded eleven patents for its products, which incorporate
environmentally friendly, proprietary resource-recovery and waste-
minimization technologies. The Company is headquartered in Miami,
Florida.


T-K BUSINESS INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: T-K Business Investments, L.L.C.
        6116 East ASTER Drive
        Scottsdale, Arizona 85254

Bankruptcy Case No.: 04-04424

Chapter 11 Petition Date: March 17, 2004

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Warren J. Stapleton, Esq.
                  Osborn Maledon, PC
                  2929 North Central Avenue, #2100
                  Phoenix, AZ 85012
                  Tel: 602-640-9000
                  Fax: 602-664-2065

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.


TXU CORP: TXU Capital Redeems Cumulative Trust Pref. Securities
---------------------------------------------------------------
TXU (NYSE: TXU) announced the redemption by TXU Capital I of all
$230 million aggregate liquidation amount of the 7 1/4% Cumulative
Trust Preferred Capital Securities of TXU Capital I at a
redemption price equal to $25 per Trust Preferred Security plus
accumulated and unpaid distributions from March 31, 2004 to the
redemption date of April 24, 2004. The payment will be made on
April 26, 2004 to holders of record as of April 24, 2004. The
Trust Preferred Securities are listed on the New York Stock
Exchange under the symbol "TXU PrA."

The Trust Preferred Securities were issued in December 1998 and
represent preferred ownership interests in the assets of TXU
Capital I. The sole assets of TXU Capital I are 7 1/4% Junior
Subordinated Debentures, Series A (Debentures) issued by TXU Corp.
TXU Corp. has elected to redeem the Debentures and such redemption
will result in the redemption of the Trust Preferred Securities on
the date specified above. The redemption of the Trust Securities
will be made only to the extent that TXU Capital I receives
proceeds from the contemporaneous redemption by TXU Corp. on the
redemption date of all of its outstanding Debentures, Series A.

A notice of redemption is being sent to all registered holders of
the Trust Preferred Securities. Copies of the notice of redemption
may be obtained from The Bank of New York, the property trustee
for the Trust Preferred Securities, by calling The Bank of New
York at (800) 254-2826.

TXU is a major energy company with operations in North America and
Australia. TXU manages a diverse energy portfolio with a strategic
mix of over $31 billion of assets. TXU's distinctive business
model for competitive markets integrates generation, portfolio
management, and retail into one single business. The regulated
electric and natural gas distribution and transmission businesses
complement the competitive operations, using asset management
skills developed over more than one hundred years, to provide
reliable energy delivery to consumers and earnings and cash flow
for stakeholders. In its primary market of Texas, TXU's portfolio
includes 19,000 megawatts of generation and additional contracted
capacity with a fuel mix of coal/lignite, natural gas/oil, nuclear
power and wind. TXU serves more than five million customers in
North America and Australia, including 2.6 million competitive
electric customers in Texas where it is the leading energy
retailer. Visit http://www.txucorp.com/for more information about
TXU.
                           *   *   *

As reported in the Troubled Company Reporter's March 18, 2004
edition, the Supreme Court of the State of New York, County of New
York, granted TXU's motion to dismiss a lawsuit filed against TXU
by purported beneficial owners of approximately 39 percent of
certain TXU equity-linked securities issued in October 2001.

In the opinion, the Court held that TXU's European subsidiary is
not TXU's "property". As a result, the termination event and event
of default alleged by the plaintiffs have not occurred. The
plaintiffs have the right to file an appeal of this decision.
However, TXU believes the claims are completely without merit.


UAL: Names Arnold Lewis Marketing VP & United Loyalty President
---------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), parent of United
Airlines, named Arnold Lewis vice president-Marketing Programs and
president-United Loyalty Services. In this role, Lewis will have
worldwide responsibility for the award-winning Mileage Plus
program; all of the program's partner associations, including the
affinity credit card program with BankOne and Visa; and its
frequent flyer relationships with Star Alliance partners.  In
addition, he will manage the company's direct marketing
communications and customer database strategy.  He will also
oversee the United Loyalty Services membership programs, which
include the Silver Wings Plus seniors' program, the newly launched
Ameniti program for luxury travel, and MyPoints.com -- the leading
provider of Internet direct marketing services.

Lewis will report to Martin White, senior vice president-
Marketing.

"Arnold brings years of experience managing marketing partnerships
and alliances with major airlines and other consumer retail
companies," said White.  "His familiarity with loyalty programs
and the financial community will make him a valuable part of our
team.  We are pleased to be welcoming such a seasoned and talented
marketing professional."

Most recently, Lewis was Vice President for Strategic Alliances at
AARP Services, Inc.  In that position, he was responsible for
developing strategies for external partnerships and alliances.
Prior to joining AARP in October 2003, Lewis held various roles
with American Express TRS Co., Inc., from 1988-2003, including
Vice President, Acquisition, in the company's Consumer
Card Services Group.

During his career with American Express, Lewis managed card
marketing and business relationships with several airlines and
hotels in the U.S., including major partnerships with Delta Air
Lines and Starwood Hotels.  He also played a key role in the
development and execution of marketing programs with United, Hertz
and Hilton Hotels and managed negotiated partner relationships
with several low-fare airlines.  He was also part of the original
team that created and managed the Membership Rewards program and
oversaw partners in other industries such as lodging, rental car,
retail and theme parks.

                         About United

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

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: Objects to 9/11 Claims Totaling $60 Billion
------------------------------------------------------------
James H.M. Sprayregen, Esq., at Kirkland & Ellis, tells Judge
Wedoff that United Airlines objects to $60,260,000,000 in claims
filed by 9/11 Insurers that provided coverage to property owners
that allegedly suffered damages in the events of September 11,
2001.  In particular, the Debtors dispute 28 claims filed by
certain insurers totaling $1,900,000,000 based on first party
policies underwritten in the London Market.

The Debtors also dispute seven claims filed by Underwriters at
Lloyd's of London.  The Lloyd's Underwriters have commenced an
action before the United States District Court for the Southern
District of New York against various air carriers, including
United Air Lines, Inc., based on the events of September 11,
2001.  The Lloyd's Underwriters seek damages as subrogees of
various insureds that sustained property damage and business
interruption in the September 11, 2001 events.  The Lloyd's
Syndicate Nos. have filed Claims each for $1,000,000,000 -- 33,
0376, 1243, 1206, 2003 and 1008.  Great Lakes Reinsurance filed
Claim No. 40214 for $1,000,000,000.

The Debtors ask the Court to disallow the 9/11 Insurers' Claims
pursuant to the Air Transportation and Safety and System
Stabilization Act of 2001.  Section 408 limits an air carrier's
liability for the events of September 11 to the carrier's
insurance policy limits.  Thus, the 9/11 Insurers cannot maintain
a claim against the Debtors in their bankruptcy cases.

The Debtors also ask the Court to disallow 9/11 Individuals
Claims based on the same provision of the Act, which limits the
9/11 Insurers' Claims to the Debtors' insurance coverage.  The
9/11 Individuals allegedly suffered damages due to September 11
attacks.  September 11 Victims may participate in a special
Victims Compensation Fund established by the Act or may seek
compensation from the Debtors' insurance coverage.  These are
exclusive remedies available to 9/11 Individuals and, as a
result, they cannot assert a Claim directly against the Debtors.
There are 348 9/11 Individuals Claims aggregating
$53,121,000,000.  The Claims include:

Claimant                            Claim No.     Claim Amount
--------                            ---------     ------------
Michelle Gelinas                      37733    $40,000,000,000
Jennifer Brennan                      36233        200,000,000
Rosa Calcedo                          36221        200,000,000
Teresa Cunningham                     36232        200,000,000
Mary Danahy                           36218        200,000,000
Beverly Eckert                        36219        200,000,000
Bandra Felt                           36224        200,000,000
Nancy Foster                          36225        200,000,000
Michael Giordano                      36226        200,000,000
Patricia Lewis                        36230        200,000,000
Chem York                             36223        200,000,000

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)


UNITED AIRLINES: Files February Results with Bankruptcy Court
-------------------------------------------------------------
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, filed its February
Monthly Operating Report (MOR) with the United States Bankruptcy
Court. The company reported a loss from operations of $112
million, which represents an improvement of approximately $195
million over February 2003. Mainline passenger unit revenue
improved 12% year-over-year, well ahead of the industry average.
The company reported a net loss of $259 million, including $119
million in reorganization expenses. The majority of reorganization
expenses were non-cash items resulting from the rejection of
aircraft as the company aligns its fleet with the market. UAL met
the requirements of its debtor-in-possession (DIP) financing,
including its trailing 12-month EBITDAR (earnings before interest,
taxes, depreciation amortization and aircraft rent) covenants, for
the thirteenth straight month.

"United continues to make steady progress in our restructuring,"
said Jake Brace, United's executive vice president and chief
financial officer. "Our unit revenue was up 12%, our mainline unit
costs for February improved 14% year-over-year, and we improved
our cash position in February by more than $200 million, resulting
in positive cash flow of $7 million a day."

UAL ended February with a cash balance of about $2.5 billion,
which included $654 million in restricted cash (filing entities
only). The cash balance increased $205 million during the month of
February.

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

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 ENERGY: Secures $1.75 Million Financing from Laurus Funds
----------------------------------------------------------------
United Energy Corp. (OTC Bulletin Board: UNRG.OB) has entered into
a $1.75 million financing arrangement with Laurus Master Fund,
Ltd., a financial institution specializing in funding small and
micro-capitalization companies. Under the arrangement, United
Energy issued a $1.75 million secured convertible term note with a
variable rate coupon based on the WSJ Prime Rate.  The term note
is convertible into equity at an initial conversion price of $1.00
per share.  Laurus Funds was also issued warrants to purchase up
to 300,000 shares of United Energy's common stock.

United Energy's Chairman and CEO, Ron Wilen stated, "The
arrangement with Laurus Funds provides United Energy additional
capital to grow through a more aggressive international sales
campaign for its current line of specialty chemicals and possibly
the acquisition of value-added operating companies producing other
environmentally-friendly chemicals.  We view this transaction
as extremely positive for United Energy and our shareholders."

                   About United Energy

Headquartered in Secaucus, New Jersey, United Energy is actively
engaged in the development, manufacture and sale of
environmentally friendly specialty chemical products.  United
Energy's leading product is its KH-30(R) multifunctional
dispersant and its line of related products, KX-91(R) and KH-
30S(R), which have proven to be effective cleaners in oil and gas
wells, pipelines and storage tanks.

                           *   *   *

In the Troubled Company Reporter's January 5, 2004 edition, it was
reported that during the past two fiscal years ended March 31,
2003 and 2002, United Energy Corporation has recorded aggregate
losses from operations of $4,194,000 and has incurred total
negative cash flow from operations of $3,034,000 for the same two-
year period. During the six months ended September 30, 2003 the
Company experienced a net loss from operations of $1,290,265 and
negative cash flow from operating activities of $1,097,823. The
Company does not currently have an operating line of credit. These
matters raise substantial doubt about the Company's ability to
continue as a going concern.

The Company's continued existence is dependent upon several
factors, including increased sales volume, collection of existing
receivables and the ability to achieve profitability from the sale
of the Company's product lines. In order to increase its cash
flow, the Company is continuing its efforts to stimulate sales and
cut back expenses not directly supporting its sales and marketing
efforts. The Company is currently investigating with certain major
shareholders to provide for additional sources of capital.


WEIRTON STEEL: Proposes Non-Operating Assets Bidding Protocol
-------------------------------------------------------------
Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, told Judge Friend that under the Asset Purchase
Agreement among the Weirton Steel Debtors, ISG Weirton, Inc. and
International Steel Group, Inc., certain of Weirton's assets are,
or may be under certain conditions, excluded from the sale.

The Non-operating Real Property Assets are:

                                                        Reserve
   Description                                          Amount
   -----------                                          -------
   Weirton Lodge, including certain                    $390,000
      fixtures and furniture

   305 Acres adjacent to Three Springs                  265,000
      Industrial Park

   12 Acres surrounding G.O. Building (2 parcels)
      * Parcel One: 1.78 acres                          175,000
      * Parcel Two: 9.885 acres                         200,000

   Freedom Way, Weirton, West Virginia
   (4 parcels, approximately 41 acres)
      * 6 acres on Freedom Way (Shelly and Sands Site)  200,000
      * 6 acres on Freedom Way, east of Roll Coater     150,000
      * 4.5 acres on Freedom Way, west of Roll Coater   100,000
      * 24.4 acres on the north side of Freedom Way,    350,000
        Holnam Site

   7 plus Acres, Steubenville Plant,                    260,000
      Steubenville, Ohio

   5 Acres of Half Moon (old bone yard site)            210,000

   6 Acres plus the Half Moon Training Center           250,000
      and Equipment

Accordingly, the Debtors sought and obtained the Court's
authority to conduct a public auction sale with reserve of the
Non-operating Real Property Assets, free and clear of all liens,
claims, encumbrances and other interests, subject however, to
environmental maintenance and remediation liabilities, if any,
relating to each of the Non-operating Real Property Assets.

With the Court's consent, Harry Davis & Company will conduct the
Real Property Auction Sale of the Debtors' Non-operating Real
Property Assets according to these terms and conditions:

A. The Real Property Auction Sale will be held at Weirton Steel
   Corporation, General Office Building, 400 Three Springs Drive,
   Weirton, West Virginia, 26062 on April 13, 2004 at 1:00 p.m.,
   prevailing Eastern Time.

B. All Non-operating Real Property Assets will be sold by Harry
   Davis with reserve.

C. All bidding on each of the Non-operating Real Property Assets
   will be continuous and competitive and will not end until all
   bidders have submitted their last and best offers.  At the
   conclusion of the bidding on a Non-operating Real Property
   Asset, Harry Davis will announce the highest or best bid and
   bidder.  When its bid is accepted, each Successful Bidder of a
   Non-operating Real Property Asset will be required to:

      (1) execute an Agreement of Sale; and

      (2) deliver the Earnest Money in the form of a cashier's
          check or immediately available funds payable to the
          Escrow Agent.  The Earnest Money will be retained by
          the Escrow Agent in escrow pending Closing.

   The balance of the Purchase Price must be paid in full by
   cashier's check, wire transfer or other immediately available
   funds at the time of each Closing on a sale of a Non-Operating
   Real Property Asset.  All net proceeds of the sale of each
   Non-operating Real Property Asset will be held in a separate
   interest-bearing escrow account by the Debtors' counsel.

   Bids must not be subject to financing or any other
   contingencies not otherwise expressly contained in the
   Agreement of Sale.

D. No hearing to confirm the results of the Real Property Auction
   Sale will occur.  Instead, within five business days after the
   conclusion of the Real Property Sale, the Debtors' counsel
   will file with the Court a "Report of Real Property Auction
   Sale" listing each Non-Operating Real Property Asset, the
   Successful Bidder and Successful Bid for each Non-operating
   Real Property Asset.

   Within five business days after the completion of all of the
   Non-Operating Real Property Assets' Closings, the Debtors'
   counsel will file a "Report of Real Property Auction Sales
   Closings" with the Bankruptcy Court in accordance with the
   requirements of Rule 6004 of the Federal Rules of Bankruptcy
   Procedure. (Weirton Bankruptcy News, Issue No. 22; Bankruptcy
   Creditors' Service, Inc., 215/945-7000)


WESTERN GAS: Will Present at Howard Weil's March 30 Conference
--------------------------------------------------------------
Western Gas Resources, Inc. (NYSE: WGR) announced that Peter Dea,
the Company's President and Chief Executive Officer will present
at the Howard Weil Energy Conference on March 30, 2004 at 2:45
P.M. Eastern Standard Time.

The presentation materials will be available on Western's web site
beginning March 30, 2004 at approximately 2:45 P.M. Eastern
Standard Time. The web site address is http://www.westerngas.com/
Go to Financial/Investor Information, then Current News.

Western is an independent natural gas explorer, producer,
gatherer, processor, transporter and energy marketer providing a
broad range of services to its customers from the wellhead to the
sales delivery point.  The Company's producing properties are
located primarily in Wyoming, including the developing Powder
River Basin coal bed methane play, where Western is a leading
acreage holder and producer, and the rapidly growing Pinedale
Anticline.  The Company also designs, constructs, owns and
operates natural gas gathering, processing and treating facilities
in major gas-producing basins in the Rocky Mountain, Mid-Continent
and West Texas regions of the United States.  For additional
Company information, visit Western's web site at

                  http://www.westerngas.com/

As reported in the Troubled Company Reporter's February 26, 2004
edition, Western Gas Resources, Inc.'s outstanding credit ratings
have been affirmed by Fitch Ratings as follows:

        -- Senior unsecured debt rating 'BBB-';
        -- Senior subordinated notes 'BB+';
        -- Preferred stock 'BB'.

In addition, Fitch has assigned a 'BBB-' rating to WGR's $300
million revolving credit facility due April 2007. The Rating
Outlook is Stable.

WGR's ratings reflect the core competencies of its natural gas
midstream operations and growing Rocky Mountain natural gas
exploration and production (E&P) unit. In addition, the Stable
Rating Outlook incorporates WGR's improved balance sheet profile
and the expectation that consolidated credit measures will remain
consistent with WGR's ratings even under a stressed commodity
price environment.


US WIRELESS DATA: Files Chapter 11 Petition in S.D. New York
------------------------------------------------------------
U.S. Wireless Data, Inc. ("USWD") (OTC.BB:USWE), a leader in
wireless transaction processing, filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code, in
the U.S. Bankruptcy Court for the Southern District of New York.
The company filed its petition to effect the sales of its two
primary business activities which, together, represent
substantially all the company's assets. The company's bankruptcy
counsel is Halperin & Associates, and corporate counsel is Mintz
Levin Cohn Ferris Glovsky & Popeo, P.C.

The company also announced that it had reached agreement with NBS
Synapse Corporation ("NBS") to sell its Synapse point-of-sale
gateway business to NBS for $2.85 million in cash plus up to $2.15
million credit for free payment processing services to be rendered
to USWD for its vending operations. NBS will also assume certain
liabilities. NBS is indirectly majority owned by Brascan Financial
Corporation, a Toronto-based financial services company that
provides asset management and merchant banking services.

The company simultaneously announced that it had reached agreement
with SANI Operating Co., LLC to sell its vending operations to
Sani, including the $2.15 million credit for free payment
processing services from NBS, for $1,600,000 in cash plus the
assumption of certain liabilities.

Under the Bankruptcy Code, other parties will have an opportunity
to submit bids for these two business activities through a court-
supervised competitive bidding process. The sales of these
businesses to the winning bidder(s), which are subject to the
approval of the U.S. Bankruptcy Court, are expected to be
consummated by May 21, 2004. In the interim, USWD's businesses
will continue uninterrupted and USWD will continue to provide its
customers with the same quality of service they have come to
expect.

In order to maintain its continuity of service, the company also
announced that it has arranged debtor-in-possession financing with
Sani in order to fund the company's ongoing operations during the
bankruptcy process until the sales close. Subject to the approval
of the Bankruptcy Court, the DIP financing will provide adequate
funds to support the company's ongoing business requirements.

The company does not expect that the proceeds from the sales
described above or from the sales of any other assets will likely
be sufficient to fund any payment to shareholders once creditor
claims have been administered by the U.S. Bankruptcy Court.

"While we made substantial progress over the past several years,
which has included increasing our revenues significantly through
the addition of over 34,000 active wireless sites, restructuring
our operations to dramatically reduce our operating expenses and
negative cash flow and securing trademark authorization for our
wireless/cashless vending solution, thereby reinforcing the
commercial viability of our technology for the vending community,
we were simply unable to increase our revenues sufficiently to
bring the company to profitability or to secure additional
financing to maintain our viability," said Chairman and Chief
Executive Officer Dean M. Leavitt. The company believes that the
chapter 11 filing and financing will enable customers to continue
to receive the necessary services, products and support while the
company effectuates the sales of its business units as going
concerns to financially sound purchasers.

                About U.S. Wireless Data

U.S. Wireless Data provides proprietary enabling solutions and
wireless transaction delivery and gateway services to the payments
processing industry. The company's customers include credit card
processors, merchant acquirers, banks, automated teller machine
("ATM") distributors and their respective sales organizations, as
well as certain businesses seeking new solutions to make it easier
for their customers to buy their products or services. The company
offers these entities turnkey wireless and other transaction
management services. The company also provides its customers with
proprietary wireless enabling products designed to allow for card
acceptance. These services and products may be utilized by
conventional card accepting retailers as well as emerging card
accepting market segments such as vending machines, quickservice
(fast-food) and quick casual restaurants, taxis and limousines,
in-home service providers, door-to-door sales, contractors,
delivery services, sporting events, and outdoor markets. The
company's services and products may also be used for gathering
telemetric information from remote equipment such as vending
machines. Further information is available at
http://www.uswirelessdata.com/


US WIRELESS DATA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: U.S. Wireless Data, Inc.
        750 Lexington Avenue
        New York, New York 10022

Bankruptcy Case No.: 04-12075

Type of Business: The Debtor is a Delaware corporation that
                  provides proprietary enabling solutions and
                  wireless transaction delivery and gateway
                  services to the payments processing industry.
                  See http://www.uswirelessdata.com/

Chapter 11 Petition Date: March 26, 2004

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Alan David Halperin, Esq.
                  Halperin & Associates
                  1775 Broadway Suite 515
                  New York, NY 10019
                  Tel: 212-765-9100
                  Fax: 212-765-0964

Total Assets: $2,719,000

Total Debts:  $5,709,000

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Cingular Interactive L.P.     Trade debt                $346,412
2612 North Roan Street
Johnson City, TN 37601

Motient                       Trade debt                $175,417

First Data Merchant Services  Trade debt                $150,000

Peter J. Solomon Company      Outstanding fees for      $150,000
                              investment banking
                              services

AT&T Wireless                 Trade debt                 $60,175

Verizon Wireless              Trade debt                 $54,636

International Plaza           Trade debt                 $27,246
Associates

Pensar Electronic Solutions   Trade debt                 $22,981

AT&T                          Trade debt                 $22,457

Concord                       Trade debt                 $21,930

Deloitte & Touche LLP         Outstanding fees for       $20,560
                              auditing services

Pepsi North America           Trade debt                 $17,383

MCI                           Trade debt                 $16,473

Arcavista Corporation         Trade debt                 $12,500

Weiser LLP                    Trade debt                  $7,592

Lippert/Heilshorn &           Trade debt                  $6,969
Associates

Leasecomm Corporation         Trade debt                  $4,827

AT&T                          Trade debt                  $4,574

Colorado Mountain View        Trade debt                  $4,039

McNeill Group, Inc.                                       $3,790


WESTPOINT: Wants to Extend Plan-Filing Exclusivity Until July 29
----------------------------------------------------------------
WestPoint Stevens Inc. (OTC Bulletin Board: WSPT) --
http://www.westpointstevens.com/-- filed a motion with its
Bankruptcy Court to extend the Company's exclusive right to file a
chapter 11 plan until July 29, 2004. The extension will provide
the Company with the necessary time to complete its 5-year
business plan.

M.L. (Chip) Fontenot, the Company's President and Chief Executive
Officer, said, "Completion of the business plan is fundamental to
our emergence from chapter 11. In light of the rapid globalization
of our industry, it is important that we take the time to
thoughtfully consider the optimal business strategies for the
Company as we prepare to discuss a chapter 11 plan with our
creditors."

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, and GLYNDA TURLEY. WestPoint Stevens can be found on the
World Wide Web at http://www.westpointstevens.com/


WOODWORKERS WAREHOUSE: All Prepetition Claims are Due on April 3
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware establishes
April 3, 2004, at 4:00 p.m. Eastern Time as the last date for
creditors to file proof of any claim arising before December 23,
2003, against Woodworkers Warehouse, Inc.

Claims previously allowed by the Court and claims previously paid
by the Debtor are exempt from the Bar Date.

Creditors must file written requests for payment and file them by
mail, hand-delivery or courier with the Court-approved Claims
Agent:

               Delaware Claims Agency LLC
               Woodworkers Warehouse Inc.
               Claims Agent
               103 W. 7th Street, 3rd Floor
               Wilmington, DE 19801

Headquartered in Lynn, Massachusetts, Woodworkers Warehouse, Inc.,
is a retailer of woodworking equipment and accessories. The
Company filed for chapter 11 protection on December 2, 2003
(Bankr. Del. Case No. 03-13655).  Christopher A. Ward, Esq., at
The Bayard Firm represent the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $28,366,000 in total assets and $34,669,000 in total debts.


WORKFLOW: Glass Lewis Recommends Voting `Against' Merger Proposal
-----------------------------------------------------------------
Pacific Coast Investment Partners LLC, a private investment
partnership, announced that Glass Lewis, a leading provider of
proxy advisory services to institutional investors, mutual funds
and other fiduciaries has recommended to clients that they vote
AGAINST the agreement and plan of merger between Workflow
Management, Inc. (NasdaqNM: WORK) and WF Holdings, Inc., an entity
formed and controlled by Perseus, L.L.C. and The Renaissance
Group, LLC.

The report by Glass Lewis also indicates that its clients should
vote AGAINST a second proposal to adjourn the merger meeting if
there are not sufficient votes for a quorum in order to provide
additional time to solicit proxies.

In a 12-page report to its clients dated as of March 22, 2004,
Glass Lewis states that it "believes that the proposal to approve
the merger agreement is not in the best interests of shareholders.
Accordingly, we recommend that shareholders vote AGAINST this
proposal."

The Glass Lewis report goes on to state the following about the
Workflow Management proposal:

"The Board of Directors appears to have pushed a sale agenda for
the Company without properly evaluating all of its alternatives.
Workflow's dismissal of alternative financing strategies as
initially adverse to its stock price strikes us as short-sighted.
We also view with some concern the repeated drops in WF Holdings'
bid; this is especially troubling in light of the conclusion of
the Company's financial advisor that a LBO transaction would
likely yield greater value for shareholders.

"Ultimately, however, we are most concerned about the Board's
admission that many of the discussions regarding the potential
acquisition and the covenant waivers occurred outside the presence
of members of senior management. While we believe the bank debt
amendment was beneficial, we disagree with the board's conclusion
that it is customary to negotiate covenant amendments without
management participation, and we have trouble understanding how
shareholders are best served by having the management excluded
from these negotiations with management is charged with meeting
the covenants. Similarly, we are hard pressed to agree with the
Board that management is routinely excluded from merger-related
discussions. With this in mind, it is hard for us to agree that
the Board pursued the path most likely to maximize shareholder
value. Accordingly, we recommend shareholders to vote AGAINST the
proposed transaction."

            About Workflow Management, Inc.

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


WORLDCOM INC: Resolves Class 5 Bank Claims
------------------------------------------
Pursuant to the Plan and Confirmation Order for the Worldcom Inc.
Debtors, the amount of the Allowed Bank Claims arising under the
364-Day Facility will be determined by agreement of the parties
or, absent agreement, by the Court.  The amount of the Allowed
Bank Claims arising under the Revolving Credit Facility will
include the amount of letters of credit issued and outstanding as
of the Commencement Date under the Revolving Credit Facility that
are actually drawn before the replacement or expiration of the
letters of credit.

The Plan and Confirmation Order also provide that Bank of
America, N.A., the Bank Agent, will have an allowed Class 5 Claim
in the amount of its reasonable fees and expenses incurred before
the Effective Date that are rendered or incurred in connection
with the 364-Day Facility or the Revolving Credit Facility.

To resolve these issues and other related matters, the Debtors,
the Class 5 Banks, and Bank of America agree that:

A. The Holders of Class 5 Bank Claims in the 364-Day Facility
   will have an allowed Class 5 Claim for $2,658,103,479.  On the
   Effective Date, the Debtors will make a distribution of New
   Notes and New Common Stock in respect of this claim amount;

B. The Holders of Class 5 Bank Claims in the Revolving Credit
   Facility will have an allowed Class 5 Claim for $6,424,385,
   plus the amount of any letters of credit that are drawn before
   the Effective Date.  On the Effective Date, the Debtors will
   make a distribution of New Notes and New Common Stock in
   respect of this claim amount, including the amount of any
   letters of credit that are drawn before the Effective Date;

C. The Holders of Class 5 Bank Claims in the Revolving Credit
   Facility will also have a contingent claim for $38,730,920 for
   undrawn letters of credit.  The Holders of Class 5 Bank Claims
   in the Revolving Credit Facility will receive a distribution
   of New Common Stock for letters of credit that are drawn after
   the Effective Date but before their replacement or expiration.
   Distributions on account of letters of credit drawn after the
   Effective Date but before the expiration or replacement will
   be made on the Subsequent Distribution Date, as defined in the
   confirmed Plan;

D. Bank of America will have an allowed Class 5 Claim for
   $1,021,033 for its reasonable fees and expenses incurred
   before the Effective Date that are rendered or incurred in
   connection with the 364-Day Facility and the Revolving Credit
   Facility.  On the Effective Date, the Debtors will make a
   distribution of New Notes and New Common Stock in respect of
   this claim amount;

E. On the Effective Date, the Debtors will distribute $290,000 in
   cash to Bank of America, representing partial satisfaction of
   the reasonable fees and expenses of Bank of America and its
   counsel, as well as postpetition letter of credit fees; and

F. The allowance of Lender Expenditures of the Holders of Class 5
   Bank Claims in the 364-Day Facility, other than those of Bank
   of America, totaling $761,740, will be resolved by separate
   agreement of the parties or, absent agreement, by the Court.
   The parties agree that the resolution of the allowance of
   Lender Expenditures of the Holders of Class 5 Bank Claims in
   the 364-Day Facility, other than those of Bank of America,
   will not delay the distributions.

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)


* BOND PRICING: For the week of March 29 - April 2, 2004
--------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                3.250%  05/01/21    40
Adelphia Communications                6.000%  02/15/06    41
American & Foreign Power               5.000%  03/01/30    70
Best Buy                               0.684%  06/27/21    72
Burlington Northern                    3.200%  01/01/45    59
Calpine Corp.                          7.750%  04/15/09    71
Calpine Corp.                          7.875%  04/01/08    73
Calpine Corp.                          8.500%  02/15/11    73
Calpine Corp.                          8.625%  08/15/10    73
Comcast Corp.                          2.000%  10/15/29    40
Cummins Engine                         5.650%  03/01/98    75
Cox Communications Inc.                2.000%  11/15/29    37
Delta Air Lines                        7.900%  12/15/09    66
Delta Air Lines                        8.000%  06/03/23    73
Delta Air Lines                        8.300%  12/15/29    57
Delta Air Lines                        9.000%  05/15/16    60
Delta Air Lines                        9.250%  03/15/22    59
Delta Air Lines                        9.750%  05/15/21    60
Delta Air Lines                       10.000%  08/15/08    73
Delta Air Lines                       10.125%  05/15/10    69
Delta Air Lines                       10.375%  02/01/11    74
Delta Air Lines                       10.375%  12/15/22    62
Elwood Energy                          8.159%  07/05/26    70
Exide Corp.                            2.900%  12/15/05     3
Federal-Mogul                          7.500%  01/15/09    26
Fibermark Inc.                        10.750%  04/15/11    55
Finova Group                           7.500%  11/15/09    62
Foamex L.P.                            9.875%  06/15/07    69
General Physics                        6.000%  06/30/04    52
Goodyear Tire                          7.000%  03/15/28    75
Inland Fiber                           9.625%  11/15/07    57
Level 3 Communications                 6.000%  09/15/09    61
Levi Strauss                           7.000%  11/01/06    75
Levi Strauss                          12.250%  12/15/12    75
Liberty Media                          3.750%  02/15/30    71
Lucent Technologies                    6.450%  03/15/29    74
Mirant Americas                        7.200%  10/01/08    72
Mirant Americas                        7.625%  05/01/06    72
Mirant Americas                        8.300%  05/01/11    71
Mirant Americas                        9.125%  05/01/31    72
Northern Pacific Railway               3.000%  01/01/47    57
Oakwood Homes                          7.875%  03/01/04    40
Oakwood Homes                          8.125%  03/01/09    49
Osprey Trust                           7.797%  01/15/03    37
Select Notes                           5.700%  06/15/33    75
Universal Health Services              0.426%  06/23/20    60
Werner Holdings                       10.000%  11/15/07    75

                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***