TCR_Public/040330.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, March 30, 2004, Vol. 8, No. 63

                           Headlines

ADAMS OUTDOOR: S&P Assigns Low-B Level Ratings to Lien Facilities
AIRGATE PCS: S&P Junks Corporate Credit & Bank Loan Ratings
AK STEEL: CEO Applauds Ky. Officials' Support of Ashland Project
AMERICA WEST: Dispatchers Reject Tentative Agreement
AMES DEPARTMENT: Court Clears Ellwood Bidding Procedures

ANC RENTAL: Lehman Demands Administrative Expense Claims Payment
ARVINMERITOR: Will Host Q2 Earnings Conference Call on April 23
BAYOU STEEL: Ability to Continue as Going Concern is in Doubt
BELDEN & BLAKE: S&P Places Junk-Level Ratings on Watch Developing
BOYD GAMING: S&P Rates Proposed Senior Subordinated Notes at B+

BOYD GAMING: Commencing $300 Mil. Sr. Subordinated Debt Offering
BRISTOL WEST: S&P Assigns BB+ Counterparty Credit Rating
CITICORP MORTGAGE: Fitch Takes Rating Actions on Ser. 2004-2 Notes
CONTINENTAL AIRLINES: Reports Increase of Existing Fuel Surcharge
COTT: Management to Present at Credit Suisse Conference on Tom.

DIAMOND ROAD COMPANY: Voluntary Chapter 11 Case Summary
DS WATERS: Weak Operating Results Prompt S&P to Watch Ratings
EL PASO: Promises to Cooperate With SEC Probe on Reserve Revisions
EL PASO: Selling Interests in Utility Contract Funding for $21MM
ENRON: Committee Sues Thomas White to Recover $1 Million Transfer

ENVIRONMENTAL REMEDIATION: Must Raise Funds to Maintain Operations
EPRESENCE: Sells Majority-Owned Unit Switchboard Inc. to InfoSpace
FLEMING: Court Adjourns Disclosure Statement Hearing to April 5
FOOTSTAR INC: Pursuing Sale of Remaining 353 Footaction Stores
GADZOOKS INC: Court Fixes June 9, 2004, Claims Bar Date

GATEWAY INC: Board of Directors Okays New Leadership Team
GENCORP: Will Webcast 1st Quarter 2004 Earnings Results Tomorrow
GEN. MARITIME: Soponata Acquisition Spurs S&P's Negative Watch
GENTEK INC: S&P Places Ratings on Watch Positive over Krone Sale
GEO SPECIALTY: Retains Thompson Hine as Gen. Bankruptcy Counsel

GMACM MORTGAGE: Fitch Assigns Ratings to Series 2004-J1 Notes
GROEN BROTHERS: Recurring Losses Prompt Going Concern Uncertainty
HARDWOOD: Discovers GST Liabilities & Intends to Cease Reporting
HOLIDAY RV SUPERSTORES: Court Sets April 23 Claims Bar Date
IPSCO INC: First Quarter Earnings to Exceed Expectations

ISLE OF CAPRI: Issues Statement Re Ill. Gaming Board's Decision
J.CREW GROUP: January Balance Sheet Upside-Down by $465 Million
JORDAN INDUSTRIES: S&P Raises Corporate Credit Rating to CCC+
J/Z CBO: S&P Cuts Class B & C Note Ratings to Junk Level
KINETEK INC: S&P Lowers & Puts B- Credit Rating on Watch Negative

LAKE HAMILTON: Case Summary & 20 Largest Unsecured Creditors
LEXTRON CORPORATION: Case Summary & 2 Largest Unsecured Creditors
MCWATTERS: Has Until April 28 to Submit BIA Proposal to Creditors
MEMBERWORKS: S&P Assigns Low-B Corp. Credit & Sub. Debt Ratings
MIRANT: Asks Nod to Enter into Cambridge Electric Substation Pact

MISSION RESOURCES: S&P Rates Planned $130M Sr. Unsec. Notes at CCC
MOUNTAIN GATEWAY: Voluntary Chapter 11 Case Summary
NAT'L BENEVOLENT: Turns to Huron Consulting for Financial Advice
NAT'L CENTURY: Obtains Approval for DCHC Settlement Agreement
NEW WORLD: December 2003 Net Capital Deficit Tops $81.8 Million

ONONDAGA COUNTY: Fitch Withdraws B Rating on $124MM Revenue Bonds
ORMAN GRUBB CO: Case Summary & 20 Largest Unsecured Creditors
OSE USA: Reports Fourth Quarter 2003 and Fiscal 2003 Results
PACIFIC GAS: Obtains Go-Signal for Cash-Collateralized L/C Program
PARMALAT GROUP: US Debtors Propose Interim Compensation Protocol

PG&E NATIONAL: Court Okays Pact Settling JPMorgan Credit Dispute
PILLOWTEX: Inks Stipulation Recharacterizing 4 GE Lease Pacts
QUINTEK TECH: Names Kabani & Co. as New Corporate Auditors
RAYOVAC: Inks Shareholder Class Action Litigation Settlement
ROCKWELL: Auditors Doubt Ability to Continue as Going Concern

SEGA GAMEWORKS: Case Summary & 20 Largest Unsecured Creditors
SERVICE CORP: S&P Rates $250 Mil. Senior Unsecured Notes at BB-
SHECOM CORPORATION: Case Summary & 20 Largest Unsecured Creditors
SINGING MACHINE: Pursuing Initiatives to Cut Costs & Up Liquidity
SLATER: Court Reviews Hamilton Specialty Mill Buy-Out Deal

SOLUTIA: Dinsmore & Shohl's Role as Special Counsel Expands
TRANSMONTAIGNE INC: S&P Places Low-B Ratings on Watch Negative
TRIMAS: Planned $230M IPO to Reduce Debt Spurs S&P's Pos. Watch
TYCO: Nellcor Unit Will Appeal Jury Verdict on Masimo Patent Suit
UNITED AIRLINES: Gets Go-Signal to Maintain Florida Self-Insurance

UNITED SALES: Gets Court Okay to Use HSBC's Cash Collateral
URBAN TELEVISION: Says Cash Still Sufficient to Fund 2004 Ops.
US AIRWAYS: Fills Vacant Mgt. Positions with K. Harris & F. Cortez
US WIRELESS DATA: NBS Tech. Agrees to Acquire Synapse Gateway Unit
VOLUME SERVICES: Declares Payments on Income Deposit Securities

VULCAN ENERGY: Amends Schedule 13D Regarding Plains Resources Deal
WEIRTON STEEL: Brings-In Harry Davis & Co. as Auctioneers
WILLIAMS SCOTSMAN: Acquires Fleet of GE Modular Space Classrooms
WORLDCOM: Judge Gonzalez OKs Stipulation Amending SunTrust Claim
Z PROMPT INC: Case Summary & 20 Largest Unsecured Creditors

* Large Companies with Insolvent Balance Sheets

                           *********

ADAMS OUTDOOR: S&P Assigns Low-B Level Ratings to Lien Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured debt ratings to Adams Outdoor Advertising L.P.'s planned
$50 million 7-year senior secured revolving credit and $220
million 7.5-year senior secured first lien term loan facilities
(first lien facilities). At the same time, recovery ratings of '4'
were assigned to these facilities. The 'B+' ratings are the same
as the company's corporate credit rating; this and the '4'
recovery ratings indicate a marginal recovery (25%-50%) of
principal in the event of a default.

Standard & Poor's also assigned its 'B-' senior secured debt
rating and its recovery rating of '5' to the company's planned $25
million 8-year senior secured second lien term loan facility
(second lien facility). The 'B-' rating is two notches lower than
the corporate credit rating; this and the '5' recovery rating
indicate that the second priority debt holders can expect
negligible recovery (0%-25%) of principal in the event of a
default.

Proceeds from these new credit facilities will be used primarily
to refinance Adams' existing credit facilities, as well as the
debt at the holding company parent, AOA Holding LLC.

In addition, Standard & Poor's affirmed its 'B+' corporate credit
and senior secured debt on Adams. The outlook is stable.
Headquartered in Atlanta, Ga., the company provides outdoor
advertising services primarily in medium-size markets in the
Midwest, Southeast, and Mid-Atlantic states. Adams will have about
$265 million of debt outstanding following the transaction.

The company does not publicly disclose its financial statements.
"Adams' pro forma financial profile is weak for the 'B+' corporate
credit rating," said Standard & Poor's credit analyst Donald Wong.
"However, Standard & Poor's expects that the company will focus on
debt reduction in the intermediate term and that cash flow will
improve as the advertising climate strengthens."


AIRGATE PCS: S&P Junks Corporate Credit & Bank Loan Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' corporate
credit rating to Atlanta, Georgia-based wireless carrier and
Sprint PCS affiliate AirGate PCS Inc.

The company's $141 million bank credit facility was assigned a
'CCC+' bank loan rating and a recovery rating of '5', denoting the
expectation of a negligible (0-25%) recovery of principal in the
event of a default. The $159 million 9.375% senior subordinated
secured notes due 2009, which were used to refinance debt, has
been assigned a 'CCC-' rating. The outlook is developing. Pro
forma for the refinancing, AirGate had estimated total debt of
$300 million ($347 million after adjusting for operating leases)
at Dec. 31, 2003.

"The corporate credit rating on AirGate reflects its extremely
high competitive risk, operating challenges stemming, in part,
from its affiliate relationship with Sprint PCS, and aggressive
leverage," said Standard & Poor's credit analyst Michael M. Tsao.
AirGate, which provided wireless voice and increasingly
undifferentiated data service under the Sprint PCS brand to about
360,000 subscribers at the end of 2003, is expected to face even
more intense competitive pressure in light of wireless number
portability and nationwide wireless penetration having already
exceeded 54%. With limited financial resources, AirGate's ability
to compete against major wireless carriers is constrained.


AK STEEL: CEO Applauds Ky. Officials' Support of Ashland Project
----------------------------------------------------------------
James L. Wainscott, president and CEO of AK Steel (NYSE: AKS),
expressed his gratitude on behalf of all AK Steel employees to
Kentucky Governor Ernie Fletcher, Economic Development Cabinet
Secretary Gene Strong, Commerce Secretary Jim Host, the Kentucky
General Assembly, and Ashland community leaders for their support
of legislation that will provide enhanced tax incentives assisting
AK Steel in a $65 million modernization of its Ashland Works
located in eastern Kentucky.

The bill, which was signed by Governor Fletcher, was approved by
the Kentucky Senate by a vote of 37-0, and by the Kentucky House
of Representatives by a 91-0 vote earlier this month.  The
legislation was sponsored in the General Assembly by Senate
majority caucus leader Charlie Borders and advanced in the House
by majority floor leader Rocky Adkins, with the strong support of
the Governor. The legislation will also benefit other Kentucky
manufacturers who invest in the state.

"We greatly appreciate the overwhelming support that AK Steel has
received in the Commonwealth of Kentucky," said Mr. Wainscott.  
"This incentive legislation is a major step in helping AK Steel
move forward with a significant investment in our Ashland Works."

"With approval of the incentives, AK Steel will now proceed  with
the project, which is necessary to help preserve the viability of
the cokemaking, ironmaking and steelmaking units of the Ashland
Works," Mr. Wainscott said. He noted that the project will enable
the plant to produce higher quality steel products, primarily for
AK Steel's automotive and appliance customers.

The project includes a vacuum degassing facility associated with
the steelmaking shop, and a modification to the continuous slab
caster.  The equipment will be operational in 2005.

Mr. Wainscott added that he looks forward to the support of the
United Steelworkers of America (USWA) and Paper, Allied-
Industrial, Chemical and Energy International Union (PACE),
representing hourly employees at the plant, in working together to
further strengthen the future of Ashland Works and help the
company return to a sustainable level of profitability.

Headquartered in Middletown, Ohio, AK Steel -- whose December 31,
2003 AK Steel's balance sheet shows a $52.8 million shareholders'
equity deficit -- produces flat-rolled carbon, stainless and
electrical steel products for automotive, appliance, construction
and manufacturing markets, as well as tubular steel products.


AMERICA WEST: Dispatchers Reject Tentative Agreement
----------------------------------------------------
America West Airlines (NYSE: AWA) announced that the Transport
Workers Union (TWU) has informed the company that a majority of
America West dispatchers voted against ratification of the
tentative agreement between the two parties.

America West Chairman and Chief Executive Officer Doug Parker
stated, "We believe the tentative agreement reached by the TWU and
the America West negotiating committee was fair and we are
disappointed it failed to ratify. We will work with the TWU
through the National Mediation Board to address issues our
dispatchers believe were not properly covered in the failed
tentative agreement."

"TWU Local 542, which represents the America West dispatchers, is
also disappointed by this failed tentative agreement and will
conduct meetings in the near future to determine the major areas
of disagreement.  After those meetings, we look forward to working
with the Company in hopes of resolving those disagreements," said
John Plowman, president of TWU Local 542.

America West Airlines is the nation's second largest low-fare
airline and the only carrier formed since deregulation to achieve
major airline status. America West's 13,000 employees serve nearly
55,000 customers a day in 93 destinations in the U.S., Canada,
Mexico and Costa Rica.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its preliminary 'B-' secured debt rating, and preliminary
'CCC' senior unsecured and subordinated debt ratings to securities
filed under America West Holdings Corp. and subsidiary America
West Airlines Inc.'s $500 million SEC Rule 415 shelf registration.
Existing ratings, including the 'B-' corporate credit rating on
both, are affirmed. The outlook is stable.

"The ratings on America West reflect risks relating to the adverse
airline industry environment, a weak balance sheet, and limited
financial flexibility," said Standard & Poor's credit analyst
Betsy Snyder. America West Holdings' major subsidiary is America
West Airlines Inc., the eighth-largest airline in the U.S, with
hubs located at Phoenix and Las Vegas. America West benefits from
a low cost structure, among the lowest in the industry. However,
it competes at Phoenix and Las Vegas against Southwest Airlines
Co., the other major low-cost, low-fare operator in the industry
and financially the strongest. As a result of the competition
from Southwest, as well as America West's reliance on lower-fare
leisure travelers, its revenues per available seat mile also tend
to be among the lowest in the industry. In addition, America West
Holdings owns the Leisure Co., one of the nation's largest tour
packagers.


AMES DEPARTMENT: Court Clears Ellwood Bidding Procedures
--------------------------------------------------------
The Ames Department Stores Debtors 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.

The Debtors ask the Court to require that any party wishing to
submit an offer for the Ellwood Property that is higher and
better than those provided for in the Purchase Agreement deliver
its offer in writing to:

       (a) The Debtors
           c/o Togut, Segal & Segal LLP
           One Penn Plaza
           New York, New York 10119
           Attn: Neil Berger, Esq.

           with copies delivered directly to:

           The Debtors
           40 Cold Spring Road
           Rocky Hill, Connecticut 06067
           Attn: Mr. Rolando de Aguiar

       (b) Otterbourg, Steindler, Houston & Rosen,
           Attorneys for the Committee
           230 Park Avenue
           New York, New York 10169
           Attn: Scott L. Hazan, Esq.
         
       (c) Buchanan Ingersoll P.C.,
           Attorneys for Lynrose
           One Oxford Centre
           301 Grand Street, 20th Floor
           Pittsburgh, Pennsylvania 15219
           Attn: Scott W. Irmscher, Esq.

       (d) Morgan, Lewis & Bockius LLP,
           Attorneys for Kimco
           101 Park Avenue
           New York, New York 10178
           Attn: Neil Herman, Esq.

All written offers must be received by the parties no later than
5:00 p.m. three days before the Sale Hearing on April 1, 2004.

The Debtors also request the Court to require all offers which
are submitted to:

     (i) be on substantially the same terms as set forth in the
         Purchase Agreement except for the Purchase Price;

    (ii) exceed the Purchase Price of $750,000 by at least
         $50,000 -- $35,000 initial overbid amount plus the
         Break-Up Fee;

   (iii) be accompanied by a certified check or money order equal
         to 10% of the Purchase Price of the bid, which will be
         delivered and paid to Togut Segal & Segal LLP, to be
         held in escrow pending the Court's determination of the
         sale and:

         (a) be applied toward the Purchase Price of the
             successful Bidder if its bid is approved by the
             Court and automatically deemed non-refundable;

         (b) be retained if the Sale to the Bidder is approved by
             the Court, but the successful Bidder fails to timely
             close;

         (c) be refunded in full promptly after the Hearing if
             the bid is not approved; and

         (d) provide for a closing to occur not later than 15
             days after the Court enters an order authorizing and
             approving the transactions with the over-Bidder, if
             any, at the Hearing.

If the closing with the successful Bidder has not occurred within
30 days after termination of the Purchase Agreement with Lynrose
Company and Lynrose is entitled to receive the Break-Up Fee in
accordance with the Purchase Agreement and as approved by the
Court, then the Break-up Fee will be paid to Lynrose by the
Debtors from the bid deposit of the successful Bidder.  Moreover,
the Bidders will be required to attend the Auction, either in
person or by telephone, and their bids will be subject to higher
and better offers, if any, made at the Auction.  After the
initial offers, all bidding at the Auction will be in increments
of at least $25,000.

All bids made at the Hearing will remain open and irrevocable
until 11 days following the Hearing and the second best bid, as
determined by the Debtors, will remain open and irrevocable until
a closing on the sale, such that they may be accepted and
consummated if the bid selected at the Auction is not consummated
at the closing.  All Bidders are deemed to have submitted to the
exclusive jurisdiction of the Court with respect to all matters
related to the Auction.  The Debtors will have the absolute right
to modify or waive any terms of the submission of qualified
offers and the bidding.

No bid will be considered unless the Bidder demonstrates to the
satisfaction of the Debtors that it has the present financial
capability to purchase the Elwood Property.  All bids will be
"firm offers" and may not contain any contingencies to the
validity, effectiveness, and binding nature of the offer,
including, without limitation, contingencies for financing, due
diligence or inspection.

                          *     *     *

Judge Gerber approves the bidding procedures.

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: Lehman Demands Administrative Expense Claims Payment
----------------------------------------------------------------
As previously reported, Lehman Commercial Paper, Inc. and the ANC
Rental Debtors entered into a settlement agreement and the
Bankruptcy Court approved that pact.  The settlement allowed
Lehman a secured claim under the Interim Loan Facility amounting
to $180,000,000 and a general unsecured claim for $25,000,000 as
of Petition Date.  The agreement also provided Lehman with
adequate protection in the form of superpriority administrative
expense claims equal to:

       -- the amount obtained by multiplying the Allowed Interim
          Loan Secured Claim by a 10% rate per annum, compounded
          monthly; times

       -- the number of days elapsed in a 360-day year.

Fifty percent of the amount accrued each calendar month was to be
paid each month to Lehman, and the remaining 50% accrued each
calendar month is to accrue until the effective date of the
Debtors' plan of reorganization.

The Settlement Agreement also:

   (a) granted Lehman a $40,000,000 Allowed Supplemental Secured
       Claim;

   (b) eliminated postpetition interest from the Petition Date to
       February 1, 2003;

   (c) eliminated a contractual $205,000,000 "make-whole" claim;
       and

   (d) provided for continued payment for account of Lehman's
       professional fees and expenses at $250,000 per month, with
       payment of $400,000 on July 10, 2003 on account of accrued
       fees and expenses.

As of February 29, 2004, the amount of the superpriority
administrative claim for accrued and unpaid interest on Lehman's
secured claim was $8,326,943.  The amount of Lehman's
superpriority administrative expense claim for accrued interest
on its Secured Claim will continue to increase until the
effective date of the Debtors' Chapter 11 liquidating plan.

On September 2, 2003, the Court approved the sale of certain of
the Debtors' assets to CAR Acquisition Company LLC and certain of
its affiliates.  The assets that were sold pursuant to the Sale
Order secured Lehman's $180,000,000 Secured Claim.  Pursuant to
the various cash collateral and DIP financing Court orders
throughout the pendency of these cases, Lehman was granted
replacement liens to secure the aggregate diminution in value of
its collateral, whether by use, sale, lease, depreciation, or
decline in market price of the collateral or by the imposition of
the automatic stay.  Under the Financing Orders, "the Adequate
Protection Obligations shall constitute expenses of
administration under Section 503(b)(1), 507(a) and 507(b) of the
Bankruptcy Code with priority in payment over and all
administrative expenses."

The Sale Order further provides that "the proceeds of the Sale
shall be distributed as follows: . . . (iv) the balance shall be
paid over to [Lehman] on account of its $180,000,000 secured with
[Lehman] retaining a deficiency claim to the extend the proceeds
are less than $180,000,000. . . ."  The Sale Order contains a
finding that ". . . the purchase price represent[s] fair and
reasonable consideration and constitutes the highest and best
offer obtainable for the Acquired Assets."

The balance of the purchase price that was applied to Lehman's
$180,000,000 secured claim was $128,000,000.  Therefore, Lehman's
collateral experienced a diminution in value of about $52,000,000
from the Petition Date until the closing of the sale.

Pursuant to the Debtors' and the Creditors Committee's
Liquidating Plan dated October 21, 2003, Lehman seeks payment
from the Debtors or the Liquidating Trust on account of the
superpriority administrative expense claims on or as soon as
practicable after the Plan Effective Date from the Debtors'
available cash, including without limitation, any AutoNation
Settlement.

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)


ARVINMERITOR: Will Host Q2 Earnings Conference Call on April 23
---------------------------------------------------------------  
ArvinMeritor, Inc. (NYSE: ARM) will host a telephone conference
call to discuss the company's fiscal year 2004 second-quarter
financial results on Friday, Apr. 23, 2004, at 11:00 a.m. (ET).

To participate, call (706) 643-7449 10 minutes prior to the start
of the call.  Please reference ArvinMeritor when dialing in.  
Investors can also listen to the conference call in real time --
or for 90 days by recording -- by visiting
http://www.arvinmeritor.com.

A replay of the call will be available from noon Apr. 23, until
midnight, Apr. 26, 2004, by calling 1-800-642-1687 within the
United States and Canada or (706) 645-9291 for international
calls.  Please refer to conference ID number 6447725.

The conference call follows the release of the company's second-
quarter results on Apr. 23, 2004, prior to the day's opening of
the New York Stock Exchange.  The release will be distributed via
PR Newswire, as well as available on First Call and the company's
Web site.

ArvinMeritor, Inc. (S&P, BB+ Corporate Credit Rating, Negative
Outlook) is a premier $8-billion global supplier of a broad
range of integrated systems, modules and components to the motor
vehicle industry.  The company serves light vehicle, commercial
truck, trailer and specialty original equipment manufacturers and
related aftermarkets. Headquartered in Troy, Michigan,
ArvinMeritor employs approximately 32,000 people at more than 150
manufacturing facilities in 27 countries.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.  For more information, visit the company's Web
site at: http://www.arvinmeritor.com/


BAYOU STEEL: Ability to Continue as Going Concern is in Doubt
-------------------------------------------------------------
Bayou Steel Corporation owns and operates a steel minimill and a
stocking warehouse on the Mississippi River in LaPlace, Louisiana,
a rolling mill with warehousing facilities in Harriman, TN and
three additional stocking locations accessible to both production
facilities through the Inland Waterway system.  The Company
produces light structural steel and merchant bar products for
distribution to steel service centers and original equipment
manufacturers/fabricators located throughout the United States,
with export shipments of approximately 6% to Canada and Mexico.

On January 22, 2003, the Company and its subsidiaries, Bayou Steel
Corporation (Tennessee) and River Road Realty Corporation, filed a
voluntary petition for reorganization under Chapter 11 of the
United States Bankruptcy Code. The petition requesting an order
for relief was filed in United States Bankruptcy Court, Northern
District of Texas, Case No. 03-30816 BJH. As debtors-in-possession
under Sections 1107 and 1108 of the Bankruptcy Code, the Company
remained in possession of its properties and assets, and
management continued to operate the business. The Company
attributed the need to reorganize to market conditions in the U.S.
steel industry resulting from significant pressure from imported
steel products, low product pricing, and high energy costs. These
factors, coupled with the effects of a slow down in the United
States economy, have adversely affected the Company over the past
several years. The Bankruptcy Court confirmed the Second Amended
and Restated Plan of Reorganization of the Company and its
subsidiaries on February 6, 2004. The Company anticipated that the
Plan would be effective on, or shortly after, February 18, 2004.

The Company's consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the
United States. Such financial statements have been prepared on the
basis that the Company will continue as a going concern and do not
reflect any adjustments that might result if the Company is unable
to continue as a going concern. The Company's recurring losses,
negative cash flow from operations, and the Chapter 11 case raise
substantial doubt about the Company's ability to continue as a
going concern. The ability of the Company to continue as a going
concern and appropriateness of using the going concern basis is
dependent upon, among other things, (i) the Company's ability to
achieve profitable operations after confirmation, and (ii) the
Company's ability to generate sufficient cash from operations to
meet its obligations.

As of December 31, 2003, the Company had minimal cash on hand and
$19.8 million drawn on its DIP facility. For the first three
months of fiscal 2004, cash from operations improved significantly
as cash used in operations was reduced from $9.6 million in the
first quarter of fiscal 2003 to $1.6 million in the first quarter
of fiscal 2004. The $1.6 million used in operations was due
largely to the increase in receivables which reflects the higher
selling prices and improving business environment. During the
first quarter of fiscal 2004, inventories decreased by $3.0
million in order to reduce inventory levels commensurate with
aggressive capital management. During the same period of the prior
year $9.6 million was used in operations for similar reasons.

Excluding reorganization expenses and changes in working capital,
the Company continues to reach cash flow breakeven from operations
which began in the third quarter of fiscal 2003. The Company's
liquidity position remains its highest priority. The Company has
projected to achieve operating cash flow breakeven, before changes
in working capital and reorganization expenses, throughout fiscal
2004. This is predicated on many assumptions, including
maintaining current price realizations and stabilization in the
scrap prices and moderation of the recent fuel prices.


BELDEN & BLAKE: S&P Places Junk-Level Ratings on Watch Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' corporate
credit rating and 'CCC-' subordinated debt rating on Belden &
Blake Corp. on CreditWatch with developing implications.

North Canton, Ohio-based Belden has roughly $270 million of debt.

"The rating action follows the announcement that Belden,
controlled by the Texas Pacific Group (TPG), is pursuing
'strategic alternatives', including the sale of the company," said
Standard & Poor's credit analyst Paul B. Harvey. "An acquisition
by or merger into another corporation could be favorable for its
ratings," he continued. Either an acquisition by or merger into
another corporation could provide better access to capital and an
answer to Belden's looming $225 million subordinated debt
maturity in 2007, repayment or refinancing of which is currently
questionable due to the company's limited cash generation. Despite
Belden's improved liquidity during 2003, Standard & Poor's remains
extremely concerned about the approaching $225 million debt
maturity in 2007, preventing any near-term ratings improvement
without a solid plan for refinancing the notes. If unable to
attract a suitable offer, Belden would be faced with the prospect
of refinancing the $225 million subordinated notes over the medium
term, when financial markets might not be as receptive to deep
high-yield debt. Standard & Poor's will monitor the situation at
Belden and review the effect of any action taken by the company
when it becomes known.


BOYD GAMING: S&P Rates Proposed Senior Subordinated Notes at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
casino operator Boyd Gaming Corp.'s proposed $300 million senior
subordinated notes due 2014. Proceeds from this offering will be
used to reduce outstanding indebtedness under its senior secured
credit facility and to fund a portion of the purchase price of the
Harrah's Shreveport asset.

At the same time, Standard & Poor's affirmed its 'BB' corporate
credit and 'B+' subordinated debt ratings on the Las Vegas- Nev.
based company. However, the 'BB+' senior secured and 'BB-' senior
unsecured debt ratings remain on CreditWatch with negative
implications given that all the details of Boyd's capital
structure, pro forma for the acquisition of Coast Casinos Inc.,
are not yet available. Therefore, the impact on notching cannot be
determined. The outlook is stable. Pro forma for its pending
acquisitions of the Harrah's Shreveport property and Coast
Casinos, Boyd is expected to have approximately $2.3 billion in
debt outstanding.
     
The acquisition of Coast Casinos significantly improves Boyd's
overall business position by combining its existing diversified
assets with a portfolio of gaming properties that have a good
competitive position in the Las Vegas 'locals' market. Boyd
already possessed a relatively diversified portfolio of 13 gaming
properties, and the addition of the four existing Coast Casinos
properties will further improve diversity. Standard & Poor's
believes that Coast Casinos' good market position, in conjunction
with expected favorable long-term demographic trends for Las
Vegas and regulations that limit supply growth, offers Boyd a
reliable new source of cash flow along with several opportunities
for future growth. However, the increase in debt leverage, which
will occur as a result of the predominantly debt-financed
transaction, will weaken the credit measures for the current
ratings. Consequently, little room exists within the expected
stable outlook for any further increase in debt leverage from
pro forma levels.


BOYD GAMING: Commencing $300 Mil. Sr. Subordinated Debt Offering
----------------------------------------------------------------
Boyd Gaming Corporation (NYSE: BYD) intends to offer $300 million
aggregate principal amount of 10-year senior subordinated notes in
a private placement transaction, subject to market and certain
other conditions.

The Company stated that it intends to use the net proceeds of the
offering to reduce outstanding indebtedness under its senior
secured credit facility and to fund a portion of the purchase
price of Harrah's Shreveport.

The securities to be offered will not be registered under the
Securities Act or applicable state securities laws or blue sky
laws, and may not be offered or sold in the United States absent
registration under the Securities Act and applicable state
securities laws or available exemptions from the registration
requirements.  This announcement shall not constitute an offer to
sell or the solicitation of an offer to buy the notes.

                     *   *   *

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

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


BRISTOL WEST: S&P Assigns BB+ Counterparty Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' counterparty
credit rating to Bristol West Holdings Inc. (BWHI) and its 'BB+'
bank loan rating to BWHI's $75 million of bank debt.

Standard & Poor's also said that the outlook on BWHI is stable.

"The ratings are based on BWHI's good competitive position, strong
financial performance, and extremely strong capital," said
Standard & Poor's credit analyst Jon Reichert. BWHI's four
insurance subsidiaries (Coast National Insurance Co., Bristol West
Insurance Co., Bristol West Casualty Insurance Co., and Security
National Insurance Co.--collectively referred to as the Bristol
West Insurance Group) operate as monoline writers of nonstandard
auto insurance. Although the group is expanding geographically,
for the foreseeable future, the majority of premiums will
continue to come from California. Gross premiums increased 34% in
2003 and are expected to increase 25%-30% in 2004. Bristol West
Insurance Group (BWIG) competes in the nonstandard auto market by
providing an installment pay plan with a low down payment.

Standard & Poor's anticipates BWHI will maintain a good
competitive position, enabling it to continue generating strong
earnings and to maintain an extremely strong level of
capitalization at its insurance subsidiaries.


CITICORP MORTGAGE: Fitch Takes Rating Actions on Ser. 2004-2 Notes
------------------------------------------------------------------
Citicorp Mortgage Securities, Inc.'s REMIC pass-through
certificates, series 2004-2 class A-1 through A-11 and A-PO
($321.0 million) are rated 'AAA' by Fitch. In addition, class B-1
($4.8 million) is rated 'AA', class B-2 ($1.8 million) is rated
'A', class B-3 ($1.2 million) is rated 'BBB', class B-4 ($661,000)
is rated 'BB' and class B-5 ($496,000) is rated 'B'.

The 'AAA' rating on the senior certificates reflects the 2.85%
subordination provided by the 1.45% class B-1, the 0.55% class B-
2, the 0.35% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% privately offered
class B-6. In addition, the ratings reflect the quality of the
mortgage collateral, strength of the legal and financial
structures, and CitiMortgage, Inc.'s servicing capabilities (rated
'RPS1' by Fitch) as primary servicer.

The mortgage pool consists of 652 recently originated, 30 year
fixed-rate mortgage loans with an aggregate principal balance of
$330,402,702. The loans are secured by one- to four-family
residential properties located primarily in California (48.7%).
The weighted average current loan to value ratio (CLTV) of the
mortgage loans is 68.4%. Condo properties account for 4.09% of the
total pool and co-ops account for 2.51%. Cash-out refinance loans
represent 11.2% of the pool and investor properties represent 0.1%
of the pool. The average balance of the mortgage loans in the pool
is approximately $506,753. The weighted average coupon of the
loans is 5.992% and the weighted average remaining term is 357
months.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws. For additional information on
Fitch's rating criteria regarding predatory lending legislation,
please see the press release issued May 1, 2003 entitled 'Fitch
Revises Rating Criteria in Wake of Predatory Lending Legislation',
available on the Fitch Ratings web site at 'www.fitchratings.com'.

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI. A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates. U.S.
Bank National Association will serve as trustee. For federal
income tax purposes, a real estate mortgage investment conduit
election will be made with respect to the trust fund.


CONTINENTAL AIRLINES: Reports Increase of Existing Fuel Surcharge
-----------------------------------------------------------------  
Continental Airlines (NYSE: CAL) announced an increase in the
existing fuel surcharge on select tickets effective immediately.

The surcharge has been raised from $10 USD each way to $15 USD
each way for travel in the U.S. and between the U.S. and Canada.

Continental's fuel expense last year was more than $1.2 billion,
and current fuel prices will make the airline's 2004 fuel expense
dramatically higher.  The higher surcharge will help offset higher
jet fuel prices.

Just a little over two years ago, the price of crude oil was under
$20 per barrel.  The price for that same barrel of crude oil
recently exceeded $37 per barrel -- a jump of 85 percent.

                       *   *   *

As reported in the Feb. 17, 2004, issue of the Troubled Company
Reporter, Fitch Ratings has affirmed the senior unsecured debt
rating of Continental Airlines, Inc. at 'CCC+'. In addition, the
rating for Continental's TIDES preferred equity securities has
been affirmed at 'CCC-'. The Rating Outlook for Continental has
been revised to Stable from Negative.

Ratings for Continental reflect ongoing concerns regarding the
company's ability to deliver substantial improvements in its
credit profile in the face of a heavy debt and lease burden,
significant cash obligations related to upcoming debt maturities,
and a relatively constrained liquidity position. Senior management
remains focused on a goal of delivering break-even profitability
results in 2004, but persistently high jet fuel costs and a weak
pricing environment will limit the airline's capacity to show
significant gains in operating cash flow generation this year.
With a need to maintain cash balances at or above current levels
to safeguard against the risk of external shocks, Continental will
likely make only limited progress toward debt reduction and
balance sheet repair over the next year.


COTT: Management to Present at Credit Suisse Conference on Tom.
---------------------------------------------------------------
Cott Corporation (NYSE: COT; TSX: BCB) announced that Chairman and
CEO Frank E. Weise, President and COO John K. Sheppard, and
Executive Vice President and CFO Raymond P. Silcock will present
at the Credit Suisse First Boston 2004 Global Beverages Conference
in New York City on Wednesday, March 31, 2004. Their presentation
is currently scheduled to begin at approximately 10:45 AM EST and
end at 11:15 AM EST.

To access the presentation over the Internet, please go to
http://www.cott.com/at least fifteen minutes prior to the  
scheduled start time to register, download, and install any
necessary audio software. The webcast format will be audio-only.
For those who cannot listen to the live broadcast,
an archive of the presentation will be available at the Cott
website within 24 hours after the call, and will remain available
for one week.

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


DIAMOND ROAD COMPANY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Diamond Road Company LLC
        1501 Via Lopez
        Palos Verdes Esta, California 90274

Bankruptcy Case No.: 04-16360

Chapter 11 Petition Date: March 19, 2004

Court: Central District of California (Los Angeles)

Judge: Vincent P. Zurzolo

Debtor's Counsel: Mark Bradshaw, Esq.
                  Marshack Schulman Hodges & Bastian
                  26632 Towne Center, Suite 300
                  Foothill Ranch, CA 92610-2808
                  Tel: 949-340-3400

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


DS WATERS: Weak Operating Results Prompt S&P to Watch Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on privately
owned bottled water producer and distributor DS Waters LP on
CreditWatch with negative implications. This includes the 'B+'
corporate credit and senior secured bank loan ratings on the
company. CreditWatch with negative implications means that the
ratings could be affirmed or lowered following the completion of
Standard & Poor's review.

Standard & Poor's estimates that DS Waters had about $400 million
of total debt and about $325 million of 12% pay-in-kind preferred
stock outstanding at the November 2003 closing of its bank
financing.

"The CreditWatch placement reflects Standard & Poor's heightened
concerns about DS Waters' weaker-than-expected operating results
for fiscal 2003 and its challenging industry conditions," said
Standard & Poor's credit analyst David Kang. "Also, DS Waters has
requested a waiver from its bank lenders for the affirmative
covenant in its credit agreement that requires the company to
deliver its audited financial statements for the year ended
Dec. 31, 2003, within 120 days after year-end."

DS Waters' operating results for 2003 fell below Standard & Poor's
expectations within a relatively short time period following its
initial rating in October 2003. According to DS Waters'
preliminary unaudited fiscal 2003 results, which it recently
disclosed to Standard & Poor's, EBITDA for the year was about 22%
below 2002 and about 9% below the 2003 budget. The decline is
primarily due to a net loss of 45,000 customers in the fourth
quarter, increased competition from retail outlets selling
water coolers, and higher-than-expected costs related to the
integration of the bottled water businesses of Danone Waters of
North America and Suntory Water Group.

Standard & Poor's is concerned that the company's performance will
continue to be pressured by challenging industry conditions and
ongoing integration costs related to the merger. Standard & Poor's
will review DS Waters' operating and financial plans with
management and monitor the status of the covenant waiver before
resolving the CreditWatch listing.

Atlanta, Ga.-based DS Waters is a leading North American producer
and distributor of bottled water.


EL PASO: Promises to Cooperate With SEC Probe on Reserve Revisions
------------------------------------------------------------------
El Paso Corporation (NYSE: EP) received a letter from the
Securities and Exchange Commission stating that the SEC is
conducting a formal investigation of the company.  The letter is
accompanied by a subpoena requesting the production of documents
related to the company's recently announced reserve revisions.

"We will cooperate fully with the SEC or any other government
agency conducting an investigation," said Doug Foshee, president
and chief executive officer of El Paso.  "In February, we
proactively initiated an independent review of our reserve
revisions, and we expect to complete that review no later than the
end of next month.  We will work to put this matter behind us as
soon as possible so that we can focus on achieving the goals of
our long-range plan."

Information about El Paso's reserve revisions is available in
recent public filings at http://www.sec.gov/ and in a February 17  
press release, webcast, and associated presentation by the company
at http://www.elpaso.com/  

El Paso Corporation's purpose is to provide natural gas and
related energy products in a safe, efficient, dependable manner.   
the company owns North America's largest natural gas pipeline
system and one of North America's largest independent natural gas
producers.  For more information, visit http://www.elpaso.com/

                           *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on natural gas pipeline and production
company El Paso Corp. to 'B-' from 'B' to reflect a larger-than-
expected write-down of the company's oil and natural gas reserves.
The outlook remains negative.


EL PASO: Selling Interests in Utility Contract Funding for $21MM
----------------------------------------------------------------
El Paso Corporation (NYSE: EP) agreed to sell 100 percent of its
equity interests in Utility Contract Funding (UCF) to Bear
Stearns' Houston Energy Group, via a wholly owned subsidiary of
The Bear Stearns Companies Inc., for approximately $21.1 million.  
UCF assets include a power contract that was restructured as
part of the company's previous power restructuring activities.  
The transaction is subject to Federal Energy Regulatory Commission
approval and is expected to close in the second quarter of 2004.  
El Paso expects to take an estimated $100 million pre-tax charge
on this sale based on the company's investment in the equity of
this entity.  The transaction will eliminate non-recourse debt
associated with UCF that El Paso currently consolidates.  This
debt is estimated to be $815 million at the time of closing.

This sale supports El Paso's recently announced long-range plan to
reduce the company's debt, net of cash, to approximately $15
billion by year-end 2005.  To date, the company has announced or
closed approximately $2.9 billion of the $3.3 to $3.9 billion of
assets sales targeted under the plan.  In addition to using
proceeds from these sales for direct debt reduction, approximately
$1.1 billion of additional non-recourse debt is eliminated with
these asset sales.  An asset sales tracker that shows all of the
announced and completed assets sales is posted at
http://www.elpaso.com/

El Paso Corporation's purpose is to provide natural gas and
related energy products in a safe, efficient, dependable manner.  
The company owns North America's largest natural gas pipeline
system and one of North America's largest independent natural gas
producers.  For more information, visit http://www.elpaso.com/

                           *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its corporate credit rating on natural gas pipeline and production
company El Paso Corp. to 'B-' from 'B' to reflect a larger-than-
expected write-down of the company's oil and natural gas reserves.
The outlook remains negative.


ENRON: Committee Sues Thomas White to Recover $1 Million Transfer
-----------------------------------------------------------------
Enron Corporation and Enron Energy Services Operations, Inc.
made, or caused to be made, a $1,000,000 transfer to Thomas E.
White, Jr., on May 1, 2001.

Susheel Kirpalani, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
in New York, relates that pursuant to Section 547(b) of the
Bankruptcy Code, the Transfer is avoidable because it:

   (a) was made within one year prior to the Petition Date,
       when the Debtors were considered to be insolvent;

   (b) constitutes transfer of interests of the Debtors'
       property;

   (c) was made to, or for the benefit of, a creditor;

   (d) was made on account of an antecedent debt owed to the
       creditor; and

   (e) enabled Mr. White to receive more than he would have
       received if:

       -- this case was administered under Chapter 7 of the
          Bankruptcy Code;

       -- the Transfer was not made; and

       -- Mr. White received payment of the debt to the extent
          provided by the Bankruptcy Code.

Mr. Kirpalani contends that the Transfer is recoverable pursuant
to Section 550(a).

In addition, Mr. Kirpalani tells the Court that the Transfer is a
fraudulent transfer in accordance with Section 548(a)(1)(B) since
the Debtors received less than reasonably equivalent value in
exchange for some or all of the Transfer.

Mr. Kirpalani asserts that the Transfer should be considered a
fraudulent transfer that may be avoided and recovered pursuant to
Sections 554 and 550 of the Bankruptcy Code, Sections 270 to 281
of the New York Debtor and Creditor Law or other applicable law
on these additional grounds:

   -- As a direct and proximate result of the Transfer, the
      Debtors and their creditors suffered losses amounting to
      at least the value of the Transfer; and

   -- At the time of the Transfer, there were creditors
      holding unsecured claims and there were insufficient
      assets to pay the Debtors' liabilities in full.

Accordingly, the Official Committee of Unsecured Creditors, on
the Debtors' behalf, seeks a Court judgment:

   (a) declaring the avoidance and setting aside of the Transfer
       pursuant to Section 547(b);

   (b) in the alternative, declaring the avoidance and setting
       aside of the Transfer pursuant to Section 548(a)(1)(B);

   (c) in the alternative, declaring the avoidance and setting
       aside of the Transfer pursuant to Bankruptcy Code
       Section 544, New York Debtor and Creditor Law Sections
       270-281 or other applicable law;

   (d) awarding to the Committee an amount equal to the
       Transfer and directing Mr. White to immediately pay the
       Transfer pursuant to Section 550(a), together with
       interest from the date of the Transfer; and

   (e) awarding to the Committee its attorneys' fees, costs and
       other expenses incurred. (Enron Bankruptcy News, Issue No.
       102; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENVIRONMENTAL REMEDIATION: Must Raise Funds to Maintain Operations
------------------------------------------------------------------
Environmental Remediation Holding Corporation is an independent
oil and gas company.  The Company's current focus is to exploit
its only assets, which are agreements with the government of the
Democratic Republic of Sao Tome & Principe concerning oil and gas
and natural gas exploration in the exclusive territorial waters of
Sao Tome, an island nation located in the Gulf of Guinea off the
coast of central West Africa, and with the Nigeria-Sao Tome and
Principe Joint Development Authority and DRSTP in a Joint
Development Zone between Sao Tome and the Federal Republic of
Nigeria. The Company intends to explore forming relationships with
other oil and gas companies having greater technical and financial
resources to assist the Company in leveraging its interests in the
EEZ and the JDZ. The Company currently has no other operations.

The Company's auditor issued a going concern opinion in connection
with the audit of the Company's financial statements as of
September 30, 2003.  The Company's current liabilities exceed its
current assets by $15,689,281 at December 31, 2003. For the three
months ended December 31, 2003, the Company's net loss was
$834,094.  The Company has incurred net losses of $3,153,882 and
$4,084,210 in the fiscal years 2003 and 2002, respectively. These
conditions raise substantial doubt as to the ability of the
Company to continue as a going concern. The Company is in ongoing
negotiations to raise general operating funds and funds for
specific projects. Management will be required to, and expects to,
raise additional capital through the issuance of debt securities
and offerings of equity securities to fund the Company's
operations, and will attempt to continue raising capital resources
until such time as the Company generates revenues sufficient to
maintain itself as a viable entity. However, there is no assurance
that such financing will be obtained.


EPRESENCE: Sells Majority-Owned Unit Switchboard Inc. to InfoSpace
------------------------------------------------------------------
ePresence, Inc. (NASDAQ: EPRE) announced that its majority owned
subsidiary Switchboard, Incorporated (NASDAQ: SWBD) reached a
definitive agreement with InfoSpace, Inc. to be acquired for $7.75
per share in cash. Subject to shareholder and regulatory approval,
the transaction is expected to close in the second half of 2004.
The sale of Switchboard will result in gross proceeds to ePresence
of approximately $76.0 million based on the Company's ownership of
9.8 million shares of Switchboard stock. The Company will proceed
to obtain shareholder approval of the sale of its Switchboard
holdings as part of its special meeting to approve its previously
announced plan of liquidation.

ePresence currently expects to file a revised preliminary proxy
statement in April 2004, which will incorporate ePresence's
fourth-quarter and year-end 2003 financial results. The Company
plans to hold its special meeting of stockholders in the second
quarter of 2004.

                        About ePresence

ePresence, Inc. (NASDAQ: EPRE) is a market leader in delivering
Security and Identity Management (SIM) solutions that help
companies reduce cost, enhance security, improve customer service
and increase revenues. Its highly focused solutions leverage
technologies such as enterprise directories, metadirectories,
single sign-on and provisioning systems, and have enabled numerous
Fortune 1000-class companies to efficiently and securely provide
personalized access to digital resources, thus maximizing the ROI
of their IT-based initiatives. ePresence is headquartered in
Westboro, Massachusetts and can be reached at (800) 222-6926 or
online at www.epresence.com.

ePresence and the ePresence logo are servicemarks of ePresence,
Inc. in the United States. All other servicemarks, trademarks or
logos are marks and logos of their respective owners.

Important Additional Information Will Be Filed With The SEC

ePresence plans to file with the SEC and mail to its shareholders
a Proxy Statement in connection with the proposed sale of its
services business assets to Unisys Corporation, the proposed sale
of Switchboard shares to InfoSpace, and the proposed liquidation
and dissolution. The Proxy Statement will contain important
information about ePresence, Switchboard, InfoSpace and the
matters submitted for shareholder approval. Investors and
shareholders are urged to read the Proxy Statement carefully when
it is available.

Investors and shareholders will be able to obtain free copies of
the Proxy Statement under Schedule 14A and other documents filed
with the SEC by ePresence, Inc. through the website maintained by
the SEC at http://www.sec.gov/


FLEMING: Court Adjourns Disclosure Statement Hearing to April 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
continue the hearing on the adequacy of the  Fleming Cos., Inc.
Debtors' Amended Disclosure Statement on April 5, 2004, at 9:30  
a.m.  At that hearing, the Court will also consider the Debtors'
request to establish Plan solicitation and voting procedures.

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)


FOOTSTAR INC: Pursuing Sale of Remaining 353 Footaction Stores
--------------------------------------------------------------
Footstar, Inc. announced that Shawn Neville, President and CEO of
Footstar's Athletic segment is no longer with the Company. Mr.
Neville's responsibilities have been assumed by a team of
executives including Mark Lardie, SVP-GMM, Jodi Johnson, VP, Human
Resources, Dennis Lyons, VP, Sales & Operations and Mike Lynch,
VP, Finance.

On March 25, 2004, Footstar announced that it is pursuing the sale
of its remaining athletic footwear business, consisting of 353
Footaction stores. Earlier this month, Footstar announced plans to
close 163 underperforming athletic footwear stores, including all
of its Just For Feet locations and 75 of its Footaction locations.

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.

Footstar, Inc. -- http://www.footstar.com/-- is a footwear  
retailer competing in two distinct sectors: family footwear and
athletic footwear. The Company offers a broad assortment of
branded athletic footwear and apparel.  The company filed for
Chapter 11 relief on March 3, 2004 (Bankr. S.D.N.Y. Case No. 04-
22350). Paul M. Basta, Esq. at  Weil Gotshal & Manges represents
the debtors in their liquidating efforts. When the Debtors filed
for protection from its creditors, they listed total assets of
$762,500,000 and total debts of $302,200,000.


GADZOOKS INC: Court Fixes June 9, 2004, Claims Bar Date
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas sets
June 09, 2004, as the deadline for creditors to file proof of
claims against Gadzooks, Inc.

Creditors must file their proofs of claim via mail, hand-delivery
or courier to the Clerk of the Bankruptcy Court.
  
Headquartered in Carrollton, Texas, Gadzooks, Inc.
-- http://www.gadzooks.com/-- is a mall-based specialty retailer  
providing casual apparel and related accessories for youngsters,
between the ages of 14 and 18. the Company filed for chapter 11
protection on February 3, 2004 (Bankr. N.D. Tex. Case No. 04-
31486).  Charles R. Gibbs, Esq., and Keith Miles Aurzada, Esq., at
Akin Gump Strauss Hauer & Feld, LLP represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed $84,570,641 in total assets and
$42,519,551 in total debts.


GATEWAY INC: Board of Directors Okays New Leadership Team
---------------------------------------------------------
Gateway, Inc.'s Board of Directors has approved the company's new
senior management team, following the completion earlier this
month of its acquisition of eMachines, Inc.

As previously stated, Ted Waitt will serve as chairman and Wayne
Inouye will serve as president and chief executive officer. In
addition, there are 13 senior vice presidents who report to Mr.
Inouye.

"This strong, seasoned senior management team from both Gateway
and eMachines has substantial experience and a track record of
success," Mr. Inouye said. "It brings together the right mix of
talents, skills and passion that Gateway needs to achieve our
ambitious objectives and I look forward to working with this team
to do that."

The senior management team includes the following individuals,
whose full biographic details are available on gateway.com:

    -- Adam Andersen, Senior Vice President, Chief Administrative
       Officer Previously served as eMachines' executive vice
       president and chief operating officer. In his new role, he
       is responsible for strategy and direction of administrative
       functions, including legal, human resources and facilities
       management.

    -- Bob Davidson, Senior Vice President, U.S. Retail
       Previously served as eMachines' executive vice president,
       global product planning. In his new role, he is responsible
       for overseeing sales of PC and CE products through third-
       party retailers.

    -- Ed Fisher, Senior Vice President, Product Planning
       Previously served as eMachines' senior vice president,
       global sales operations. In his new role, he is responsible
       for overseeing the company's product planning and lifecycle
       management.

    -- John Goldsberry, Senior Vice President, Business
       Development Previously served as eMachines' chief financial
       officer. In his new role, he is responsible for long-range
       plans and strategies, as well as developing new business
       opportunities and strategic alliances and partnerships.

    -- Mike Hammond, Senior Vice President, GM, North Sioux City
       Previously served as Gateway's senior vice president,
       operations. In his new role, he is responsible for
       providing leadership and oversight for all functions
       operating at the company's flagship North Sioux City
       facility.

    -- Andy Lee, Senior Vice President, IT/Web
       Previously CEO and chairman of Alorica Inc., an enterprise
       software developer specializing in service and support
       outsourcing applications. In his new role, he is
       responsible for overseeing and implementing IT strategy,
       including the operations of Gateway.com

    -- Greg Memo, Senior Vice President, Platform Development &
       Operations Previously served as eMachines' executive vice
       president, global platform development and operations. In
       his new role, he is responsible for leading production
       operations and procurement.

    -- Rod Sherwood, Senior Vice President, Chief Financial
       Officer. As previously announced, Gateway's chief financial
       officer, responsible for the company's financial
       management, control, reporting and investor relations.

    -- Scott Weinbrandt, Senior Vice President, Professional
       Previously served as Gateway's senior vice president and
       general manager, enterprise systems division and
       professional business services division. In his new role,
       he is responsible for sales activities in the Professional
       segment, which includes public sector, SMB and        
       corporate/strategic accounts.

    -- Mike Zimmerman, Senior Vice President, Customer Care
       Previously served as eMachines' executive vice president,
       global customer care and quality assurance. In his new
       role, he is responsible for overseeing the company's
       customer support and quality assurance activities.

In addition, the following individuals will be serving in an
acting capacity until the company fills these positions
permanently:

    -- Bob Burnett, Senior Vice President, International
       Previously served as Gateway's vice president,
       international. The role is responsible for sales activities  
       outside the U.S.

    -- Erik Gerson, Senior Vice President, Consumer Direct
       Previously served as Gateway's senior vice president,
       consumer direct. The role is responsible for consumer Web,  
       phone and Gateway store sales activities in the larger,
       merged company.

    -- Brad Shaw, Senior Vice President, Marketing
       Previously served as Gateway's senior vice president,
       corporate communications. The role is responsible for
       retail, consumer, professional and brand marketing
       functions, as well as corporate and employee
       communications.

As a result of these changes, the following Gateway executives
will be leaving the company after a period of transition: Jocelyne
Attal, executive vice president, Gateway professional; T. Scott
Edwards, executive vice president, consumer; Joe Formichelli,
executive vice president, operations; Nemo Azamian, senior vice
president, customer service & support; Steve Phillips, senior vice
president and chief information officer; and John Engel, senior
vice president, PC products group.

John Heubusch, senior vice president and chief administrative
officer, will become assistant to the Chairman at Gateway, in
addition to his role as President of the Waitt Family Foundation.

Mr. Inouye said, "I want to thank each of these individuals  for
their hard work and contributions during their time at Gateway."

Since its founding in 1985, Gateway (NYSE: GTW) (S&P, B+ Corporate
Credit Rating, Stable) has been a technology and direct-marketing
pioneer, using its call centers, web site and retail network to
build direct customer relationships. As a branded integrator of
personalized technology solutions, Gateway offers consumers,
businesses and schools a wide range of thin TVs, digital cameras,
connected DVD players, enterprise systems and other products,
which work together seamlessly with its award-winning line of PCs.
Its products and services received nearly 130 awards and honors
last year. With its acquisition of eMachines now complete, Gateway
is the third largest PC company in the U.S. and among the top ten
worldwide. Visit http://www.gateway.comfor more information.


GENCORP: Will Webcast 1st Quarter 2004 Earnings Results Tomorrow
----------------------------------------------------------------
GenCorp Inc. (NYSE: GY) announced that its analyst conference call
to discuss first quarter 2004 earnings will be webcast live on the
Internet at 1:00 PM PST (4:00 PM EST) tomorrow, March 31, 2004.
The webcast will be accessible from the Company's web site,
http://www.GenCorp.com/

The Company will release earnings that morning before the market
opens.

The webcast is anticipated to be about one hour in length.  
Participants will be in a listen-only mode and must have Windows
Media(R) Technologies loaded onto their computers. To hear the
live or replayed conference call, look for the link on the GenCorp
web site and follow the instructions provided there.

GenCorp (S&P, BB Corporate Credit Rating, Negative) is a
technology-based manufacturer with positions in the aerospace
and defense, pharmaceutical fine chemicals, real estate and
automotive industries.  Additional information about GenCorp can
be obtained by visiting the Company's web site.


GEN. MARITIME: Soponata Acquisition Spurs S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB' corporate credit rating, on General Maritime Corp. on
CreditWatch with negative implications. "The CreditWatch placement
reflects an increased aggressiveness toward acquisitions and
increased debt leverage associated with the company's purchase of
the fleet and technical operations of unrated Soponata S.A., an
operator of medium-sized oil tankers based in Portugal," said
Standard & Poor's credit analyst Kenneth L. Farer.

Soponata will be acquired for $247 million, plus future vessel
commitments of $168 million. Soponata's fleet consists of three
Aframax tankers and two Suezmax tankers, with scheduled deliveries
of two Suezmax tankers in 2006 and two more in 2007. Following the
acquisition, which should be completed by May 2004, Standard &
Poor's will review the acquisition and near- to intermediate-term
financial prospects of the company to resolve the CreditWatch.

Ratings on New York, N.Y.-based General Maritime reflect the
company's significant, but managed, exposure to the competitive
and volatile tanker spot markets and an aggressive growth
strategy. Positive credit factors include the company's favorable
business position as a large operator of midsize Aframax and
larger Suezmax petroleum tankers with a strong market share in the
Atlantic Basin; its diversified customer base of oil companies and
governmental agencies; and good access to liquidity. At Dec.
31, 2003, the company had $656 million of lease-adjusted debt.

Including the Soponata vessels, General Maritime's fleet is
comprised of 47 oceangoing vessels (26 Aframax tankers and 21
Suezmax vessels), with four vessels on order. The company's fleet
size is substantial, and its fleet is approximately the same
average age as the global fleet. The company's fleet has expanded
mainly through its strategy of acquiring existing vessels, such as
the acquisition of 19 vessels from Metrostar Management Corp. in
May 2003 for $525 million and the current acquisition of Soponata.
Due to management's pursuit of this strategy, forecasts of
the fleet size and balance sheet are subject to more-than-usual
uncertainty.

Tanker rates increased dramatically in the fourth quarter of 2002
and continued at fairly strong levels in 2003, as a result of the
strong demand for oil and a fairly balanced level of ship
capacity. Rates are expected to remain above average in 2004, with
continued premiums paid for double-hulled tankers due to
heightened environmental concerns and the Oct. 21, 2003,
acceleration of the phase-out of single-hull vessels carrying
heavy grades of oil by the EU. In December 2003, the International
Maritime Organization (IMO), a specialized agency of the United
Nations responsible for improving international shipping safety
and prevention of marine pollution, announced phase-out plans
similar to the plan enacted by the EU. As a result of the IMO
rules, General Maritime took an $18.8 million noncash charge in
the fourth quarter of 2003 for five of its nine single-hull
vessels and will increase its depreciation expense by $2.1 million
per quarter through 2009. Over the intermediate term, the new
regulations are not expected to materially affect General
Maritime, as all of its non-double-hulled tankers are allowed to
continue operating through 2010.


GENTEK INC: S&P Places Ratings on Watch Positive over Krone Sale
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Gentek
Inc., including the 'BB-' corporate credit rating, and its 'B'
senior secured rating (with a second lien) on CreditWatch with
positive implications. The action followed the company's
announcement that it had agreed to sell its Krone communications
business to unrated ADC Telecommunications Inc. for total
consideration of around $350 million.

"Net proceeds are expected to mostly reduce debt, which was about
$285 million at Dec. 31, 2003, so a substantial portion of the
company's debt may be repaid," said Standard & Poor's credit
analyst Robert Schulz.

Hampton, N.H.-based GenTek Inc. is a diversified provider of
automotive and industrial products, communications equipment, and
specialty chemicals, with revenues around $1 billion (before the
sale), divided roughly equally into manufacturing, communications,
and performance products segments. The Krone unit to be sold had
revenues of $316 million and adjusted operating income of $13
million in 2003. GenTek emerged from bankruptcy in November 2003.

Standard & Poor's will discuss and consider several key issues--
distinct from the obvious benefits of substantial debt reduction--
with GenTek management in resolving the CreditWatch. GenTek's
remaining businesses are still diverse; some are quite profitable,
while others are more challenged. As evidenced by the Krone sale
however, there is potetial for fairly large shifts in the
company's business mix and financial structure over time, as the
new board of directors formulates strategy. As a result, Standard
& Poor's expects to evaluate:
--Corporate strategy: GenTek has indicated that it will now focus
on the remaining businesses--but even those businesses are
diverse, so an understanding of emphasis will be important.
--Financial policy: The strategic direction and mix of organic
growth versus acquisitive growth is likely to require some future
financing. Understanding expectations for the capital structure
will be an important topic.

Standard & Poor's will consider the impact of these issues on the
company's prospective business and financial profile. If growth
plans and the resulting financial profile are considered to be
improved and sustainable, a modest upgrade is possible.


GEO SPECIALTY: Retains Thompson Hine as Gen. Bankruptcy Counsel
---------------------------------------------------------------
GEO Specialty Chemicals, Inc., and GEO Specialty Chemicals Limited
want to retain Thompson Hine LLP as their bankruptcy, general
corporate and litigation counsel, effective as of the petition
date.

In addition to restructuring, reorganization and bankruptcy
expertise, attorneys at Thompson Hine provide legal services in
virtually every major practice area, including corporate and
securities, commercial finance, litigation, intellectual property,
banking, tax, employee benefits, real estate, government
regulation and international trade.

Thompson Hine is expected to provide:

   I. Bankruptcy Related Services that include:

      a. advising the Debtors generally regarding matters of    
         bankruptcy law in connection with their Chapter 11
         cases;

      b. advising the Debtors of the requirements of the
         Bankruptcy Code, the Federal Rules of Bankruptcy
         Procedure, applicable bankruptcy rules pertaining to
         the administration of their cases and U.S. Trustee
         Guidelines related to the daily operation of their
         business and the administration of the estates;

      c. preparing motions, applications, answers, proposed
         orders, reports and papers in connection with the
         administration of the estates;

      d. negotiating with creditors, prepare and seek
         confirmation of a plan of reorganization and related
         documents, and assist the
         Debtors with implementation of the plan;

      e. assisting the Debtors in the analysis, negotiation and
         disposition of certain estate assets for the benefit of
         the estates and their creditors;

      f. advising the Debtors regarding bankruptcy issues
         related to pension, retiree, labor and collective
         bargaining obligations, and litigation issues; and

      g. rendering such other necessary advice and services as
         the Debtors may require in connection with their cases.

  II. General Corporate, Litigation and Related Services that
      include:

      a. reviewing of executory contracts and unexpired leases;

      b. negotiating debtor in possession financing and exit
         financing;

      c. negotiating and documenting asset sales;

      d. issuing new debt and/or equity securities pursuant to a
         plan of reorganization;

      e. counseling and representing specific litigation matters
         that may arise;

      f. analyzing environmental concerns and counsel with
         respect thereto;

      g. assisting with the defense of several litigation
         matters, including pending actions in New Jersey and
         Alabama;

      h. advising with respect to real estate issues; and

      i. other general corporate, litigation, or other matters
         arising from time to time in the ordinary course of the
         Debtors' business.

The hourly rates of the Thompson Hine bankruptcy attorneys that
are expected to be principally responsible for this matter are:

      Attorney             Position       Hourly Rate
      --------             --------       -----------  
      Robert T. Barnard    Partner        $355 per hour
      Katherine D. Brandt  Partner        $406 per hour
      Bernard S. Carrey    Partner        $457 per hour
      Robert C. Folland    Partner        $278 per hour
      Alan R. Lepene       Partner        $482 per hour
      David J. Naftzinger  Partner        $381 per hour
      Craig R. Martahus    Partner        $457 per hour
      Stuart Welburn       Partner        $365 per hour
      Heather A. Austin    Associate      $264 per hour
      Derrick D. Bork      Associate      $259 per hour
      Renee L. Davis       Associate      $142 per hour
      Sean A. Gordon       Associate      $167 per hour
      Joseph B. Koczko     Associate      $299 per hour
      Delisa Springfield   Associate      $157 per hour
      Andrew Turscak       Associate      $162 per hour
      Rose Ruffa           Paralegal      $162 per hour

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


GMACM MORTGAGE: Fitch Assigns Ratings to Series 2004-J1 Notes
-------------------------------------------------------------
Fitch rates $400.3 million GMACM mortgage pass-through
certificates, 2004-J1 classes A, PO, IO, R-I, and R-II
certificates ($389.1 million) 'AAA'. In addition, the class M-1
certificates ($6,014,000) are rated 'AA', the class M-2
certificates ($2,406,000) are rated 'A', the class M-3
certificates ($1,403,000) are rated 'BBB', the privately offered
class B-1 certificates ($802,000) are rated 'BB', and the
privately offered class B-2 certificates ($602,000) are rated 'B'
by Fitch. The privately offered class B-3 certificates are not
rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 2.95%
subordination provided by the 1.50% class M-1 certificate, the
0.60% class M-2 certificate, the 0.35% class M-3 certificate , the
0.20% privately offered class B-1 certificate, the 0.15% privately
offered class B-2 certificate, and the 0.15% privately offered
class B-3 certificate. The ratings on the class M-1, M-2, M-3, B-
1, and B-2 certificates are based on their respective
subordination.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral and the strength of
the legal and financial structures and GMAC Mortgage Corporation's
servicing capabilities as servicer. Fitch currently rates GMAC
Mortgage Corporation a 'RPS1' for servicing.

As of the cut-off date, March 1, 2004, the trust consists of one
group of 883 conventional, fully amortizing 30-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties, with an aggregate principal balance of
$400,970,345. The average unpaid principal balance as of the cut-
off date is $454,100. The weighted average original loan-to-value
ratio (OLTV) is 71.51%. The weighted average FICO score for the
pool is 731. Rate/Term and Cash-out refinance loans represent
33.79% and 18.53% of the loan pool, respectively. The states that
represent the largest portion of the mortgage loans are California
(36.67%), Massachusetts (10.43%), New Jersey (7.62%), New York
(5.89%), and Illinois (5.28%). All other states represent less
than 5% concentration of the total mortgage pool.

The loans were sold by GMAC to Residential Asset Mortgage
Products, the depositor. The depositor, a special purpose
corporation, deposited the loans in the trust, which then issued
the certificates. For federal income tax purposes, election will
be made to treat the trust fund as two real estate mortgage
investment conduits.


GROEN BROTHERS: Recurring Losses Prompt Going Concern Uncertainty
-----------------------------------------------------------------
Groen Brothers Aviation Inc.'s condensed consolidated financial
statements have been prepared  assuming that the Company will
continue as a going concern.  Because of recurring operating   
losses, the excess of current liabilities over current assets, the
stockholders' deficit,  and negative cash flows from operations,
there is substantial doubt about the Company's  ability to
continue as a going concern.  The Company's continuation as a
going concern is  dependent on attaining future profitable
operations, restructuring its financial arrangements, and
obtaining additional outside financing. Management anticipates
that the Company will be able to obtain additional financing
sufficient to fund operations during the next fiscal  year;
however, there can be no assurance they will be successful.

Following the economic downturn and its impact on the aerospace
industry of 9/11, the  Company's fund-raising activities in the
venture capital market were seriously impaired,  resulting in
active development of its Hawk 4 Gyroplane for commercial
certification being deferred. The Company, however, continues
actively to seek sales and funding for Public Use applications of
the Hawk 4 as well as the SparrowHawk.

In the face of continuing fund-raising difficulties, in fiscal
years 2002 and 2003, the Company successfully approached many of
its principal vendors requesting that they accept a  stretching
out of payments beyond their normal terms.  As a result, the
Company is servicing  much of its pre-November 2001 obligations to
vendors utilizing a combination of repayment plans which include
monthly payments for smaller vendor liabilities and promissory
notes for larger vendor liabilities.  Certain of the promissory
notes have expired and are thus technically in default.  The
Company continues ongoing negotiations with those vendors and is
seeking to reach agreement with each vendor either to extend the
existing note or to a payment plan satisfactory to the parties.

The Company has funded losses from operations during the six
months ended December 31, 2003  primarily from the issuance of
debt and the sale of common stock. Net cash provided by financing
activities for the first six months of fiscal year 2004 was
$2,813,000 compared to $1,232,000  for the comparable period of
fiscal year 2003.

Groen Brothers Aviation is seeking to raise sufficient funds,
primarily through the issuance of its common stock and debt,
during the remainder of fiscal year 2004 to meet its current  
obligations.  The Company's business plan, however, relies heavily
on immediate sales and cash flows from SparrowHawk gyroplane kits
and, ultimately, sales of the Hawk 4 Gyroplane to Public Use
government entities. Additional capital will be required to permit
a return to the Company's planned certification program on a
stable financial basis.  There can be no  guarantee or assurance
that the Company will be successful in its ability to generate
revenue or to raise capital at favorable rates, or at all.


HARDWOOD: Discovers GST Liabilities & Intends to Cease Reporting
----------------------------------------------------------------
Hardwood Properties Ltd. (NEX:HWP.H) announced that its
professional advisors have recently informed its directors that
the Corporation has previously unrecognized GST liabilities. In
response thereto, Hardwood has filed a voluntary disclosure letter
with Canadian Revenue Agency relating to the application of
section 192 of the Excise Tax Act to certain non-substantial
renovations of residential complexes previously carried out by the
Corporation. The GST liabilities contemplated by the voluntary
disclosure do not involve a failure to remit funds collected by
the Corporation on account of GST but rather relate to a
previously unknown statutory obligation to pay a tax equal to 7%
of all employee wages capitalized by the Corporation in the
course of completing non-substantial renovations of residential
complexes.

The value of the applicable GST liabilities plus related
professional fees may exceed the value of the Corporation's
remaining assets. To conserve its remaining cash to meet such
liabilities, Hardwood will no longer fulfill its reporting issuer
obligations. Hardwood anticipates that trading in its common
shares will be halted by the NEX in May 2004, for failure to pay
listing maintenance fees. Should Hardwood have cash on hand
subsequent to the satisfaction of its GST liabilities, it will at
that time issue a news release regarding its future direction.

                        *   *   *

As reported in the February 6, 2004, issue of the Troubled Company
Reporter, Hardwood Properties Ltd. (NEX:HWP.H) announced that
conditions to the proposed amalgamation between Hardwood and
Rogers Associate Financial Partners Inc. have not been met and
that the transaction has therefore been terminated. The directors
of the Corporation will seek other opportunities to vend control
of the Hardwood corporate "shell". If unsuccessful, the directors
will consider taking steps necessary to cause the Corporation to
be dissolved.


HOLIDAY RV SUPERSTORES: Court Sets April 23 Claims Bar Date
-----------------------------------------------------------
On October 20, 2003, Holiday RV Superstores, Inc. filed a
voluntary petition seeking Chapter 11 protection from its
creditors in the U.S. Bankruptcy Court for the District of
Delaware.

The Bankruptcy Court has set April 23, 2004 at 4:30 p.m. Eastern
Time as the Bar Date, or deadline, by which creditors must file
their proofs of claims against the Debtor's estate.  Proof of
claim forms must be submitted to:

   By Mail:                    By Messenger or Overnight Courier:  
   Delaware Claims Agency LLC  Delaware Claims Agency LLC
   P.O. Box 515                103 West 7th Street
   Wilmington, DE 19899        Wilmington, DE 19801

Four types of claims are exempted from the Bar Date:

        1. claims already properly filed with the Court;

        2. claims listed on the Debtor's Schedules;

        3. administrative expense claims under the Bankruptcy
           Code; and

        4. claims allowed by an order of the Court.

Copies of the Debtor's Schedules may be obtained with the Clerk of
the Bankruptcy Court.

Headquartered in Ft. Lauderdale, Florida, Holiday RV Superstores,
Inc., owns real property which is leased to an RV dealership. The
Company filed for chapter 11 protection on October 20, 2003
(Bankr. Del. Case No. 03-13221). Mark J. Packel, Esq., at Blank
Rome LLP represent the Debtor in its restructuring efforts. When
the Company filed for protection from its creditors, it listed
$3,221,137 in total assets and $15,368,975 in total debts.


IPSCO INC: First Quarter Earnings to Exceed Expectations
--------------------------------------------------------
IPSCO Inc. (NYSE: IPS; Toronto) announced its first quarter
earnings expectations will exceed the $0.25 per share consensus
analyst estimate by 50% or more within a range of $0.38 to $0.42
per diluted share. In a February 9, 2004, news release IPSCO
stated it was comfortable with analysts' estimates, but conditions
have changed since that earlier forecast. Current analysts'
estimates for the balance of 2004 will also be exceeded, barring
any unforeseen change in general business conditions or drilling
activity.

"Good performance by the IPSCO team and favorable market
conditions have exceeded our expectations," said David Sutherland,
President and Chief Executive Officer. "We expect to report record
quarterly shipments of tubular products because of our continued
strong Canadian energy tubular market and shipments against our
36" diameter spiral pipe order announced earlier. The momentum of
our plate business has been even more promising. Our two newest
steelworks, in the United States, are running at full capacity. We
are working hard to meet the demands of our customer base and in
addition we have significant interest from new customers."

"We implemented a raw material surcharge at the beginning of  this
year given the unprecedented volatility of the ferrous scrap
market. While our surcharge formula was not designed to recover,
and has not fully recovered, all of our input cost increases, it
has helped. Our expectation is these rapid cost increases will
subside relatively soon, removing this cost element for both us
and our customers," concluded Sutherland.

                            *   *   *

As reported in the Feb. 26, 2004, edition of the Troubled Company
Reporter, Standard & Poor's Ratings Services lowered its ratings
on steel producer IPSCO Inc., including the long-term corporate
credit rating, which was lowered to 'BB' from 'BB+'. At the same
time, Standard & Poor's lowered its rating on the company's 5.5%
cumulative redeemable first preferred shares to 'B' from
'B+'. The downgrade affects about US$425 million in unsecured
debt. The outlook is stable.

The downgrade is the result of the company's persistently weak
profitability and cash flow, as well as its aggressive capital
structure amid difficult operating conditions in the North
American steel minimill sector. Although the company's revenues
are expected to increase with the general improvement in steel
market conditions, higher input costs stemming from currently
tight scrap steel supplies could limit profit and cash flow
growth.


ISLE OF CAPRI: Issues Statement Re Ill. Gaming Board's Decision
---------------------------------------------------------------
The following is a statement by Timothy M. Hinkley, President and
COO of Isle of Capri Casinos, Inc. (Nasdaq: ISLE):

"We at Isle of Capri Casinos are surprised and disappointed that
Attorney General Lisa Madigan is second-guessing the very process
she put into place to evaluate bids for the 10th casino license in
Illinois. We were invited to bid for this license, and we did so
under the guidelines originally dictated by the attorney general.

From the beginning we understood the bidding process was intended
to be open to all gaming companies and all communities.
Accordingly, we looked for the site that provided the strongest
business model, both for Isle of Capri and for the State of
Illinois.  Our analysis determined that Rosemont clearly is the
best location for many reasons.

After the fact, the attorney general has chosen to undermine her
own process by implying that Rosemont is inherently inappropriate
as a casino location.  Ms. Madigan should have made her viewpoint
clear at the beginning rather than after her process yielded a
result she clearly dislikes. In fact, under the procedures
negotiated and agreed to by the attorney general, the gaming board
was required to follow the recommendation of the independent
investment banking firm Rothschild Inc., or explain in writing why
it wouldn't do so. In its independent analysis, New York-based
Rothschild recommended the Isle of Capri proposal.

At no time during the bidding process did anybody from Rosemont --
or any other community -- attempt to unfairly or unethically
influence our decision or actions. We have never tolerated such
attempts under any circumstances. Our policy has always been to
report any such attempts immediately to the proper authorities. We
will not put our upstanding reputation at risk.

Isle of Capri has been completely open with all of the parties
involved. We have a strong track record for ethics and integrity
in all communities and states in which we do business, and we will
continue to build on that reputation in Illinois.

We trust the process that has been put into place by Gov.
Blagojevich to review the Illinois Gaming Board's decision. We
urge Ms. Madigan to trust that process as well, and to wait for
the report by special investigator Eric Holder before rushing to
judgment.

On behalf of our 11,000 employees and several thousand
shareholders, Isle of Capri rejects the attorney general's
characterization of the company's financial condition, and we
resent her unprovoked attacks on our integrity. We intend to
respond directly to Ms. Madigan concerning the substance of her
letter with respect to specific statements regarding Isle of
Capri."

Isle of Capri Casinos, Inc., a leading developer and owner of
gaming and entertainment facilities, operates 16 casinos in 14
locations. The company owns and operates riverboat and dockside
casinos in Biloxi, Vicksburg, Lula and Natchez, Mississippi;
Bossier City and Lake Charles (2 riverboats), Louisiana;
Bettendorf, Davenport and Marquette, Iowa; and Kansas City and
Boonville, Missouri. The company also owns a 57 percent interest
in and operates land-based casinos in Black Hawk (two casinos) and
Cripple Creek, Colorado. Isle of Capri's international gaming
interests include a casino that it operates in Freeport, Grand
Bahama, and a two-thirds ownership interest in a casino in Dudley,
England. The company also owns and operates Pompano Park Harness
Racing Track in Pompano Beach, Florida.

                         *   *   *

As reported in the Troubled Company Reporter's March 18, 2004,
Edition, Standard & Poor's Ratings Services revised its outlook on
Isle of Capri Casinos, Inc. to negative from stable. At the same
time, Standard & Poor's affirmed its ratings on the company,
including its 'BB-' corporate credit rating.  

The outlook revision follows Isle's announcement that the company
has been selected by the Illinois Gaming Board as the successful
bidder for the 10th Illinois gaming license.  The company bid $518
million for the license.  Subject to final approval by the
Illinois Gaming Board and Bankruptcy Court approval, Isle intends
to construct a $150 million casino in Rosemont, which will include
40,000 square feet of gaming space and 1,200 gaming positions,
with expected completion to occur eight months after construction
commences.  Given initial capital spending plans, increased debt
associated with the Illinois project, and pro forma for Standard &
Poor's estimate of cash flow for the Rosemont property's first
full year of operation, debt to EBITDA, adjusted for operating
leases, will be between 5.0x and 5.5x by the company's fiscal year
end in April 2005. The company has not yet disclosed its plans for
financing the cost of the license and the new casino.

"The ratings reflect Isle's aggressive growth strategy, the
second-tier market position of many of its properties, and
increased expansion capital spending," said Standard & Poor's
credit analyst Peggy Hwan. "These factors are offset by the
company's diverse portfolio of casino assets, relatively steady
historical operating performance, and credit measures that have
historically been maintained in line with the rating."


J.CREW GROUP: January Balance Sheet Upside-Down by $465 Million
---------------------------------------------------------------
J.Crew Group, Inc. announced financial results for the fourth
quarter and fiscal year ended January 31, 2004.

In releasing its results, the Company cited continued progress in
its turnaround, with significant changes during the first year of
new leadership, including:

    -- Upgrading the style and quality of merchandise assortments

    -- Significantly reducing discounting activity

    -- Aggressively liquidating carryover inventories. Year over
       year, inventories declined by more than $40 million.

    -- Refocusing the Direct business (catalog and Internet)

    -- Introducing a new sourcing strategy consistent with the
       upgraded quality of merchandise

    -- Strengthening the management team with new talent

    -- Increasing the Company's cash position, which at the end of
       the fiscal year was $49 million, up from $18 million last
       year.

    -- Our 2004 year-to-date Retail comparable store sales are up
       6%, while our Retail inventory levels are down 30%.

"We are pleased by the enthusiastic customer response to our new
merchandising strategy," said Millard Drexler, Chairman and CEO.
"From our first day on the job, we began to take the steps to
return J.Crew to its historical roots. We have been on a mission
to restore quality, customer satisfaction and profitability.
During this transition, our products have been well-received by
customers so that demand for some items outweighed supply during
the fourth quarter and that pattern continues in the first
quarter. While it's only March, early indications show that 2004
is off to a good start."

                      Fourth Quarter Results

Retail sales for the quarter increased to $131 million from $128
million last year with comparable store sales up 2%. Factory sales
increased to $23 million from $18 million last year on a 26%
increase in comparable store sales. Fourth quarter revenue results
were negatively impacted by the Direct business, which was down
$37 million or 43% from last year, largely as a result of reduced
catalog circulation and promotional activities.

Consolidated revenues for the thirteen weeks ended January 31,
2004 were $209 million, a decrease of 14% from the same period
last year. The Company also believes that a conservative inventory
purchasing plan had a negative effect on fourth quarter sales in
all channels of distribution. Based on positive customer response,
inventories will be increased in the second half of 2004 while
maintaining appropriate inventory turns.

Gross margin for the fourth quarter of 2003 was 38.9% up from last
year's 35.5%. The increase in gross margin was due to an increase
of 490 basis points in merchandise margins offset by an increase
in buying and occupancy costs as a percentage of revenues. The
2002 gross margin was impacted by a $9 million inventory write
down. As a result, the comparable year-to-year merchandise margin
increased by 120 basis points.

Operating income for the fourth quarter of 2003 was $2 million up
from a loss of $2 million last year. The fourth quarter of 2002
was impacted by one-time charges of $17 million. The net loss for
the fourth quarter of 2003 decreased to $19 million from $21
million last year.

Despite the decrease in earnings, the Company's working capital
position and liquidity was positively impacted in fiscal 2003 by
the changes in inventory disposition strategy, the additional
long-term debt financing and a decrease in capital expenditures.
There were no outstanding borrowings under the Company's working
capital facility at the end of the fiscal year. Cash at January
31, 2004 was $49 million up from $18 million at February 1, 2003
while inventories were down $41 million to $66 million.

                        Full Year Results

Sales of the Retail division were flat at $408 million with a
comparable store sales decrease of 3%. Factory sales increased to
$79 million from $76 million last year as a result of a 4%
comparable store sales increase. Sales of the Direct division were
$173.5 million in fiscal 2003, a decrease of 30%.

For the full year, consolidated revenues decreased 10% to $688
million from $766 million last year. Gross margin for the fiscal
year was down to 36.7% in 2003 from 38.7% last year due primarily
to a decrease in merchandise margins resulting from the
liquidation of prior seasons' inventories in the first half of the
year.

The operating loss in 2003 was $28 million compared to $6 million
last year. The increased loss resulted primarily from the decrease
in gross profit attributable to the decline in net sales of the
Direct business and the liquidation of prior season's inventories.
This was partially offset by a $14 million decrease in selling
expense due to reduced catalog circulation and a reduction in
severance and other one-time employment charges of $10 million.
For the fiscal year, the net loss increased to $47 million
compared to $41 million last year. The net loss for 2003 includes
a $41.1 million gain on the exchange of debt.

J.Crew Group, Inc.'s January 31, 2004, balance sheet reports a net
capital deficit of about $465 million.       

J.Crew Group, Inc. is a leading retailer of men's and women's
apparel, shoes and accessories. The Company operates 154 retail
stores, the J.Crew catalog business, jcrew.com, and 42 factory
outlet stores.


JORDAN INDUSTRIES: S&P Raises Corporate Credit Rating to CCC+
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Deerfield, Illinois-based Jordan Industries Inc.
(Restricted Group) to 'CCC+' with a negative outlook. The rating
upgrade reflects the company's still-weak financial position and
limited financial flexibility; however, it has lower debt levels
and is current on its lower debt-service obligations. In a related
action, Standard & Poor's lowered its ratings on nonrestricted
subsidiary Kinetek Inc. (B-/Negative/--). See accompanying
release dated March 26, 2004.

At the same time, Standard & Poor's assigned its 'CCC-' rating to
Jordan's $173 million 13% senior secured notes (with a second
lien) due in April 2007. The rating is two notches below the
corporate credit rating and is assigned a recovery rating of '5',
indicating negligible recovery of principal in the event of a
default. The company issued these notes in exchange for almost all
of its $275 million of 10 3/8% senior unsecured notes due in 2007
for a lesser principal amount of the new $173 million 13% senior
secured notes. Following the exchange, approximately $27
million of existing notes remained outstanding, and Standard &
Poor's today withdrew its ratings on those notes.

The 'CCC-' ratings on Jordan Industries' $95 million 11.75% senior
subordinated discount notes due in 2009 are affirmed and removed
from CreditWatch, as concerns regarding the company's ability to
meet a cash interest payment due on April 1, 2004, were eliminated
when the company announced its intention to pay the cash interest
due on April 1, 2004, to third-party holders of these notes. Most
of this issue is held by insiders, with only about $5 million of
debt outstanding held by third parties. Standard & Poor's does not
view the nonpayment of interest to insider holders of these notes
as a default.

The 'B-' senior secured bank loan rating on the company's amended
$95 million secured credit facility was not on CreditWatch and is
affirmed. The recovery rating assigned is '1', reflecting
expectations of full recovery of principal in the event of a
default.

Jordan had about $400 million in rated debt following the exchange
offer (including all outstanding $95 million 11.75% notes).

"Failure to stabilize operations and improve financial flexibility
could lead to lower ratings in the near term," said Standard &
Poor's credit analyst John Sico.

Jordan Industries is a privately held company controlled by J. W.
Jordan II, with a very diverse portfolio of business units serving
consumer, industrial, specialty printing and labeling, specialty
plastic, automotive, and information technology markets.


J/Z CBO: S&P Cuts Class B & C Note Ratings to Junk Level
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B and C notes issued by J/Z CBO (Delaware) LLC, an arbitrage
CBO transaction managed by J/Z Advisers, and removed them from
CreditWatch with negative implications, where they were placed
Sept. 15, 2003. At the same time, the 'AA-' rating assigned to the
class A notes is affirmed and removed from CreditWatch with
negative implications, where it was also placed Sept. 15, 2003.
     
On the Nov. 21, 2003 payment date, J/Z CBO was unable to pay $1.06
million of the $1.07 million of interest due on its class B notes.
Since the class B notes are not permitted to defer interest, this
triggered an event of default for the transaction. Standard &
Poor's noted that at the time of the missed interest payment to
the class B notes, J/Z CBO was holding $36.83 million in principal
cash in the "substitute security account," from which proceeds
must be held for reinvestment and cannot be used to cover
shortfalls in interest payments. Since the transaction has
triggered an event of default, all payments of interest and
principal will be directed only to the class A notes, with the
class B notes only receiving payments again once the class A notes
have been paid down in full.

Discussions have been held with the class A noteholders, class B
noteholders, the underwriter, and other transaction participants
in an attempt to resolve the missed interest payment on the class
B notes. However, with the resolution of the issue remaining
unclear, Standard & Poor's is lowering its rating on the class B
notes to 'CCC-' from 'BBB' and removing it from CreditWatch with
negative implications following a cash flow analysis of the new
priority of payments under the transaction's event of default. If
resolution can be reached regarding the November 2003 class B
missed interest payment and the transaction is brought out of its
event of default, Standard & Poor's will revisit its rating
assigned to the class B notes.

For the last three payment periods, the class C notes have
deferred interest payments due to the failure of the class A/B
overcollateralization test. The rating assigned to the class C
notes is lowered to 'CC' from 'B+' and removed from CreditWatch
with negative implications.
   
                RATINGS LOWERED AND OFF CREDITWATCH
   
                      J/Z CBO (Delaware) LLC
   
                  Rating
        Class   To      From             Current Balance (Mil. $)
        B       CCC-    BBB/Watch Neg                      22.83
        C       CC      B+/Watch Neg                       22.48
   
                RATING AFFIRMED AND OFF CREDITWATCH
    
                      J/Z CBO (Delaware) LLC
    
                  Rating
        Class   To      From             Current Balance (Mil. $)
        A       AA-     AA-/Watch Neg                     105.21


KINETEK INC: S&P Lowers & Puts B- Credit Rating on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Rating Service lowered its ratings on Kinetek
Inc. and its subsidiary Kinetek Industries Inc. including lowering
its corporate credit rating to 'B-' from 'B'. The downgrade
results from weaker-than-expected operating performance and higher
leverage than expected. At the same time Standard & Poor's
assigned its recovery rating of '1' to the company's senior
secured credit facilities, which are rated 'B', one notch higher
than the corporate credit rating. This indicates that there is
likely to be full recovery of principal in the event of a default.
Standard & Poor's also assigned its recovery rating of '2' to the
company's senior secured notes, which are rated 'B-', the same as
the corporate credit rating. This indicates that there is likely
to be substantial (80%-100%) recovery of principal in the event of
a default.

The outlook is negative.

Deerfield, Illinois-based Kinetek Inc. has about $300 million in
debt outstanding. In a related development, Standard & Poor's took
various rating actions on Kinetek's parent Jordan Industries Inc.
(CCC+/Negative/--).

The ratings on Kinetek are differentiated from its parent Jordan
Industries (controlled by investor J.W. Jordan II) because of its
separate financial structure, including separate public debt and
bank agreements that place extremely tight restrictions on
Kinetek's ability to incur additional indebtedness, create liens,
make restricted payments, engage in affiliate transactions or
mergers and consolidations, and sell assets. In addition, Kinetek
is a nonrestricted subsidiary of Jordan Industries, and
there are no cross-defaults or any cross-guarantees with the
parent's debt obligations.

"We feel that Kinetek is sufficiently cordoned-off from Jordan in
the event of a potential bankruptcy filing of its parent to
warrant a slightly higher rating," said Standard & Poor's credit
analyst John Sico.

"The company continues to be affected by the weak industrial
economy, and challenges exist in maintaining a credit profile that
is adequate for the rating. Failure to improve operating
performance and liquidity could result in the ratings being
lowered," Mr. Sico said.


LAKE HAMILTON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Lake Hamilton Resort, Inc.
        P.O. Box 2070
        Hot Springs, Arkansas 71914

Bankruptcy Case No.: 04-72002

Type of Business: The Debtor operates a hotel.

Chapter 11 Petition Date: March 22, 2004

Court: Western District of Arkansas (Hot Springs)

Judge: James G. Mixon

Debtor's Counsel: James F. Dowden, Esq.
                  James F. Dowden, P.A.
                  212 Center Street, 10th Floor
                  Little Rock, AR 72201
                  Tel: 501-324-4700
                  Fax: 501-374-5463

Total Assets: $4,468,461

Total Debts:  $6,384,881

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Christmas Mtn, LLC            2803 Albert Pike        $1,400,000
c/o Steve Niswanger           Avenue in Hot
Williams & Anderson           Springs (7 acres)
111 Center, Floor 22
Little Rock, AR 72201

Bob Fewell                                              $289,041
47 Pinehurst Circle
Little Rock, AR 72212

IRS                                                      $93,957

Department of Finance &                                  $63,149
Admin.

GMAC                          2003 GMC Tahoe             $34,000

Ben E. Keith                                             $25,688

Kenneth Johnson, Tax                                     $20,964
Collector

Chenal Parkway Buick GMC                                 $20,000

Department of Finance &                                  $14,001
Admin.

Randy Coleman                                             $9,418

Bankcard Services             Visa                        $7,296

Thysson Krupp Elevator                                    $5,407

Kerr Paper                                                $4,842

American Express Blue                                     $4,800

Office Depot Credit                                       $4,730

Little Produce                                            $3,981

SBC Yellow Pages                                          $3,571

Kerr Paper                                                $2,554

Ameripride Linen                                          $2,385

Randall's Meat Co.                                        $2,273


LEXTRON CORPORATION: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Lextron Corporation
        P.O. Box 23971
        Jackson, Mississippi 39225

Bankruptcy Case No.: 04-00826

Type of Business: The Debtor manufactures electrical and
                  electronic assemblies for the telecommunications
                  and automotive industries. See
                  http://www.lextroncorporation.com/

Chapter 11 Petition Date: February 12, 2004

Court: Southern District of Mississippi (Jackson)

Judge: Edward Ellington

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: 601-427-0048

Total Assets: Unstated

Total Debts:  More than $10 Million

Debtor's 2 Largest Unsecured Creditors:

Entity                               Claim Amount
------                               ------------
SouthTrust Bank                        $7,000,000
1114 Jackson Avenue
Pascagoula, MS

Internal Revenue Service                 $541,283
100 West Capital Street
Stop 22 SPF - Stop 18
Jackson, Mississippi 39269


MCWATTERS: Has Until April 28 to Submit BIA Proposal to Creditors
-----------------------------------------------------------------
McWatters Mining Inc. obtained from the Quebec Superior Court, a
time extension, until April 28, 2004, to submit a proposal to its
creditors under the Bankruptcy and Insolvency Act.

This extension will allow the Company to continue the sale process
of a partial or total interest in its Sigma-Lamaque Mining
Complex. McWatters will also examine all other possible
alternatives that could lead to a resumption of the Sigma-Lamaque
Complex.


MEMBERWORKS: S&P Assigns Low-B Corp. Credit & Sub. Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to MemberWorks Inc., a membership discount programs
provider.

At the same time, Standard & Poor's assigned its 'B' rating to the
proposed $150 million senior unsecured notes due 2014 and its 'B-'
rating to the existing $90 million subordinated convertible notes
due 2010. Net proceeds from the proposed senior unsecured notes
will be used to fund the acquisition of Canada-based Lavalife Inc.
and for general corporate purposes. Pro forma for the acquisition
and the debt issuance, Stamford, Conn.-based MemberWorks had total
debt outstanding of $240 million on Dec. 31, 2003. The outlook is
stable.

"The ratings on MemberWorks reflect some customer concentration
risk, the competitive and fragmented online personals market, and
its relatively low consolidated EBITDA margin," said Standard &
Poor's credit analyst Andy Liu. "These factors are only partly
offset by the company's good market position in a niche consumer
services discount membership program market, good recurring
revenue stream from renewals, and diversified distribution
channels."

Founded in 1989, MemberWorks designs and offers membership
discount programs covering the areas of healthcare, personal
finance, insurance, travel, entertainment, fashion, and more.
Memberships are offered either on a monthly or annual basis.


MIRANT: Asks Nod to Enter into Cambridge Electric Substation Pact
-----------------------------------------------------------------
Mirant Kendall LLC, an indirect wholly owned Mirant Subsidiary,
owns and operates an electric power and steam generating facility
at 265 First Street in Cambridge, Massachusetts.  Mirant Kendall
acquired the Kendall Facility and the Kendal Property in 1998
from Cambridge Electric Light Company.

In December 2001, Mirant Kendall completed the construction of a
new gas-fired electric generator at the Kendall Facility, which
required, among other things, the installation of a new 115-kV
transmission line to interconnect the Kendall Facility to
Cambridge Electric's Putnam Substation.  The financing,
construction, ownership, operation and maintenance of the 115-kV
transmission line is governed by an Interconnection Agreement
between Mirant Kendall and Cambridge Electric, dated October 9,
2001.  The 115-kV transmission line is dedicated to Mirant
Kendall's sole use as a direct assignment facility, but is owned
and maintained by Cambridge Electric.  The Interconnection
Facilities have been in operation for more than a year.

Robin Phelan, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates the pursuant to the Interconnection Agreement, Mirant
Kendall is responsible for the costs of constructing the
Interconnection Facilities and for an associated annual
facilities charge.  However, the Interconnection Agreement also
provides that should Cambridge Electric build a substation and
place it in service in a manner that shares the use of the
Interconnection Facilities -- the Linkage Event -- Cambridge
Electric must reimburse Mirant Kendall a portion of the total
construction cost of the Interconnection Facilities.  Based on
total Interconnection Facilities construction costs -- which
totaled $19,853,162 -- the Linkage Payment calculated under the
Interconnection Agreement would have been $9,926,581.

According to Mr. Phelan, as of the Petition Date, Mirant Kendall
owed Cambridge Electric $4,650,059 -- the Cure Amount --
representing $4,355,683 of past due Interconnection Facilities
construction costs and $294,376 of past due annual fee charges.  
Thus, upon the Linkage Event, Mirant Kendall would have been owed
$5,276,522, which equals the difference between the $9,926,581
Linkage Payment and the Cure Amount.

The Kendall Facility is also interconnected with Cambridge
Electric's 13.8-kV transmission system.  Mr. Phelan notes that
under the Interconnection Agreement, Mirant Kendall was obligated
to provide Cambridge Electric with local voltage and load support
until December 1, 2003.  In 2002, Cambridge Electric began
reviewing potential sites for the construction of a substation in
East Cambridge, which would provide Cambridge Electric with,
among other things, local voltage and load support after Mirant
Kendall's obligations expired in December 2003.

Prior to the Petition Date, the parties had substantially
negotiated an agreement for the possible construction of the East
Cambridge Substation on a portion of the Kendall Property and, in
anticipation thereof, began work on the construction of
transformer facilities on the Kendall Property to interconnect
the Kendall Line to the Cambridge System.  However, due to Mirant
Kendall's bankruptcy and disagreements between the parties,
construction of the Interconnection Project and the negotiation
of the Substation Agreement were suspended.  At the time of the
suspension, the Interconnection Project was close to completion.

After a brief suspension, Mr. Phelan reports that the Debtors and
Cambridge Electric decided to reinitiate discussions.  Initially,
to alleviate certain immediate concerns that Cambridge Electric
possessed with respect to system reliability, the Debtors and
Cambridge Electric entered into a Tie Agreement, dated
December 23, 2003, as amended and restated on March 10, 2004, in
the ordinary course of business.  The Tie Agreement provides an
interim solution for providing Cambridge Electric voltage support
pending Cambridge Electric's final decision regarding the
construction of the East Cambridge Substation.  Although the
parties anticipate that the Tie Agreement will be superseded in
full upon approval and consummation of the Substation Agreement,
certain aspects of the Tie Agreement provide a backstop for
Cambridge Electric's long-term reliability needs in the event it
is unable to build the East Cambridge Substation.  If such an
event were to occur, the Linkage Event would be triggered.

On March 10, 2004, the Debtors and Cambridge Electric finalized
and executed the Substation Agreement.  The Debtors determined
that it would be beneficial to preserve the option to assume or
reject the Interconnection Agreement pending further analysis of
their strategic alternatives.  Accordingly, the Debtors
successfully negotiated the proposed transaction in a manner that
preserves the Debtors' ability to recognize the Linkage Payment,
net of the Cure Amount, without having to assume the
Interconnection Agreement.

Under the proposed transaction, Mr. Phelan explains, the Debtors
have provided Cambridge Electric with an option to build the East
Cambridge Substation on the Kendall Property.  Upon exercise of
the option, the Debtors will grant an easement in gross to
Cambridge Electric on a portion of the Kendall Property free and
clear of liens, interests, claims and encumbrances upon which the
substation could be built and Cambridge Electric will be
obligated to pay the Linkage Payment less the Cure Amount.  The
Debtors have also committed to transfer the title to the
underlying Substation Site to Cambridge Electric, subject to
receiving the necessary approvals to subdivide the Kendall
Property.  Under the Substation Agreement and the Tie Agreement,
the Linkage Payment will be calculated as if the Debtors had
assumed the Interconnection Agreement.  Accordingly, the Linkage
Payment to be received by the Debtors will be net of the Cure
Amount.  The Linkage Payment also will be net of a portion of the
amount Cambridge Electric paid or will pay Mirant Kendall in
connection with Mirant Kendall's construction of the
Interconnection Project -- the Rebate.  The Debtors estimate the
gross Linkage Payment to be approximately $9,926,581 and the
Linkage Payment net of the Cure Amount and Rebate to be
approximately $4,704,776.  The receipt of the Linkage Payment net
of these amounts will result in all prepetition amounts owed by
Debtors to Cambridge Electric under the Interconnection Agreement
to be deemed satisfied finally and in full.

Accordingly, the Debtors ask the Court to:

   (a) authorize their entry into the Substation Agreement;

   (b) approve the Substation Agreement;

   (c) authorize the granting of easement and transfer title to
       the Substation Site to Cambridge free and clear of liens,
       interests, claim and encumbrances;

   (d) authorize the full and final satisfaction of the Cure
       Amount upon triggering of the Linkage Event as a
       reduction of the Linkage Payment; and

   (e) authorize the settlement of Pending Issues.

Although the Debtors have preserved their option to assume or
reject the Interconnection Agreement, the Debtors believe that it
is likely that they will ultimately assume the Interconnection
Agreement.  Mr. Phelan points out that absent approval of the
proposed transaction, Cambridge Electric has indicated that it
will likely find an alternative site for its substation.  If that
happens, the Debtors would likely lose not only the Linkage
Payment under the Interconnection Agreement, but also would have
to cure unpaid prepetition amounts upon assumption of the
Interconnection Agreement.

The Debtors will derive other substantial benefits from
consummating the proposed transaction, including:

   (a) The grant of wheeling rights (transmission service) from
       Cambridge Electric to the Debtors, which the Debtors have
       valued between approximately $5,000,000 and $12,000,000
       (dependent on Mirant Kendall's generation output); and

   (b) The settlement of certain pending disputes between the
       parties and other consideration.

In contrast, Mr. Phelan assures the Court that the Debtors will
incur little or no detriment by entering into the proposed
transaction.  The Debtors have determined that there is no other
better use for the proposed Substation Site.  Except with respect
to moving certain equipment, granting the Easement and transfer
of title to the Substation Site will not result in any adverse
impact on the current or any foreseeable future use of the site.  
Finally, the Substation Agreement will not require the Debtors to
incur any incremental costs, including those contemplated under
any practical mothball scenario.

                    The Substation Agreement

The Substation Agreement provides that:

   * Mirant Kendall will allow Cambridge Electric to share the
     use of the Interconnection Facilities by allowing it to use
     the Interconnection Project under certain circumstances
     until July 1, 2005 -- the Cambridge Electric Operating
     Privileges;

   * Mirant Kendall will provide Cambridge Electric an option to
     continue its use of the Cambridge Electric Operating
     Privileges beyond July 1, 2005 and obtain the Substation
     Site.  Cambridge Electric must exercise the Option by
     July 1, 2005;

   * Upon completion of the Interconnection Project, Cambridge
     Electric will provide Mirant Kendall with transmission
     service under Cambridge Electric's open access transmission
     tariff across certain transmission lines it owned -- the
     Kendall Wheeling Privileges -- until July 1, 2005.  The
     Debtors estimate that the Kendall Wheeling Privileges for
     the period commencing on April 1, 2004 until July 1, 2005,
     are worth approximately $480,000;

   * Mirant Kendall will receive the Other Benefits whether or
     not Cambridge Electric exercises the Option.  The Other
     Benefits include a reimbursement of approximately $620,000
     of costs associated with the Interconnection Project, plus
     approximately $300,000 in other consideration and the
     avoidance of likely litigation costs and risks related to
     certain ongoing disputes;

   * Upon exercise of the Option by Cambridge Electric, Mirant
     Kendall will transfer the Substation Site by way of
     easement or transfer of title to Cambridge Electric free
     and clear of certain liens, interests, claims and
     encumbrances and extend the Cambridge Electric Operating
     Privileges in perpetuity;

   * Upon exercise of the Option, Cambridge Electric will be
     committed to pay Mirant Kendall the Linkage Payment, net of
     the Rebate and the Cure Amount, and extend certain of the
     Kendall Wheeling Privileges in perpetuity; and

   * Cambridge Electric will pay Mirant Kendall up to $525,000
     for the cost of relocating a jet turbine that is currently
     located on the Substation Site.

The Substation Agreement incorporates the provisions of the Tie
Agreement regarding the Interconnection Project, including the
provisions with respect to the Cambridge Electric Operating
Privileges and the Kendall Wheeling Privileges, as well as the
payment of the Linkage Payment net of the Rebate and Cure Amount.
Upon the Court's approval of the Substation Agreement, it will
supersede the Tie Agreement, and the Tie Agreement will become
null and void.

                        The Tie Agreement

The Tie Agreement provides Cambridge Electric a short-term
solution to address its immediate concerns and a possible long-
term solution if it is unable to build a substation for any
reason.  To address its short-term concerns, the Tie Agreement
provides Cambridge Electric the Cambridge Electric Operating
Privileges until July 1, 2005.  However, if the Court does not
approve the Substation Agreement, the Initial Operating Term may
be extended to January 1, 2006.  To address its long-term needs
if Cambridge Electric is unable to build its substation,
Cambridge Electric may notify Mirant Kendall under the Tie
Agreement of its intention to use the Interconnection Facilities
or to continue using the Cambridge Electric Operating Privileges
beyond the Initial Operating Term.  Should it exercise the
Option, Cambridge Electric will pay Mirant Kendall the Linkage
Payment in the same manner that it would otherwise pay it under
the Substation Agreement.  As payment of the Linkage Payment
includes the netting and satisfaction of amounts owing by the
Debtors under the Interconnection Agreement, the Debtors will
seek the Court's authority to receive the Linkage Payment as
contemplated by the Tie Agreement to the extent the Substation
Agreement is not approved.

                  The Interconnection Agreement

Upon receipt of the net Linkage Payment under the Substation
Agreement, Cambridge Electric will irrevocably waive and release
any claims or rights it may have to receive any amounts due from
Mirant Kendall for services rendered on or prior to the Petition
Date under the Interconnection Agreement.  Mirant Kendall will
irrevocably waive and release its right to be reimbursed for
costs incurred in connection with the construction of the
Interconnection Facilities.

The Substation Agreement provides that in the event the Debtors
assume the Interconnection Agreement on or prior to July 1, 2005,
Mirant Kendall will not be required to satisfy the Cure Amount
until after July 2, 2005, but no later than August 2, 2005;
provided, however, that in the event Cambridge Electric pays the
Linkage Payment on or prior to July 16, 2005, the Cure Amount
will be deemed to be satisfied finally and in full as a deduction
from the Linkage Payment.  In the event Cambridge Electric
receives a distribution, if any, on account of the Cure Amount
prior to paying the Linkage Payment, whether as a result of (a)
Mirant's assumption of the Interconnection Agreement, or (b) a
distribution through a plan of reorganization or otherwise the
cash value of such distribution, as determined on the date of the
Linkage Payment, will be added to the amount of the Linkage
Payment to be paid by Cambridge Electric.

                   Settlement of Pending Issues

Mr. Phelan says that the proposed transaction includes the
settlement of certain pending disputes and other consideration
for Mirant Kendall's benefit.  The pertinent terms are:

   * Cambridge Electric has asserted a right to recover amounts
     from Mirant Kendall for past wheeling services.  Cambridge
     Electric:

     (a) will provide Mirant Kendall, at no charge, any wheeling
         services that Mirant Kendall may have been provided
         prior to the date the Interconnection Project was
         completed; and

     (b) forever waives and discharges any such prior wheeling
         charges that may be owed by Mirant Kendall that have
         not been paid prior to the execution of the Substation
         Agreement.

     Cambridge Electric estimates the amount it is entitled
     to receive for past wheeling charges to be approximately
     $5,000,000;

   * Mirant Kendall has asserted a right to receive $159,000
     from Cambridge Electric as a result of past metering and
     billing disputes.  Cambridge Electric will pay the full
     $159,000 to Mirant Kendall within 30 days after the
     Interconnection Project is completed to settle all metering
     and billing issues raised by Mirant Kendall;

   * Cambridge Electric has agreed to address certain
     outstanding metering and billing issues involving Advanced
     Energy Systems, such that from and after April 30, 2003,
     Mirant Kendall will not be billed for any energy charges
     and demand charges associated with the supply of
     electricity to AES's facilities at the Kendall Facility,
     and the AES energy or demand will not be deducted from the
     Kendall Facility's generation output for any purpose;

   * Cambridge Electric agrees, upon completion of the
     Interconnection Project, to reduce by $20,000 a year the
     annual facilities charges of approximately $518,000 that
     Mirant Kendall is obligated to pay Cambridge Electric to
     maintain the Interconnection Facilities;

   * Cambridge Electric has asserted that certain aspects of the
     Kendall Facility are not in compliance with the
     Interconnection Agreement.  Cambridge Electric will agree
     that the design, construction and operation of the new
     generation at the Kendall Facility are in full compliance
     with the terms and conditions of the Interconnection
     Agreement, and will waive and forever release Mirant Kendall
     from any claims that the design, construction and operation
     of the new and existing generation at the Kendall Facility
     are not in compliance with the terms and conditions of the
     Interconnection Agreement;

   * As additional consideration for entry into the Substation
     Agreement, Cambridge Electric agrees to pay the cost to:

     (a) file any applications required to be made to ISO New
         England Inc. and perform any associated system impact
         studies (i) for the Interconnection Project or (ii) to
         interconnect Mirant Kendall's existing generators to
         Cambridge Electric's 115-kV system from the Putnam
         Station to a pool transmission facility; and

     (b) perform any impact study necessary for interconnection
         or wheeling services to be provided under the
         Substation Agreement.  The Debtors estimate the value
         of such consideration to be approximately $100,000; and

   * As the Tie Agreement will be superseded upon approval of
     the Substation Agreement, the Substation Agreement provides
     that Cambridge Electric will reimburse Mirant Kendall for
     costs Mirant Kendall incurred in connection with the
     construction of the Interconnection Project.  The amount of
     such reimbursement is approximately $618,896.

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


MISSION RESOURCES: S&P Rates Planned $130M Sr. Unsec. Notes at CCC
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to independent oil and gas exploration and
production (E&P) company Mission Resources Corp. and its 'CCC'
rating to Mission's proposed $130 million senior unsecured notes
due 2011. The notes are rated two notches below the corporate
credit rating reflecting the existence of priority debt. The
outlook is negative.

As of Dec. 31, 2003, Houston, Texas-based Mission had $198 million
($175 pro forma for refinancing) of debt.

"Proceeds from the unsecured note offering along with borrowings
under a new $100 million ($50 million borrowing base) senior
secured revolving credit facility and a $25 million senior secured
second-lien term loan will be used refinance outstanding debt,"
noted Standard & Poor's credit analyst Steven K. Nocar.

The ratings on Mission reflect its participation in the volatile,
cyclical, and capital-intensive E&P segment of the petroleum
industry, with aggressive leverage, a small reserve base, very
high operating expenses, and a low percentage of company-operated
properties (35%). These risks are modestly diminished by the
company's hedging activities, which buffer cash flow in the near
term from falling commodity prices.  

The negative outlook reflects concerns about Mission's ability to
decrease its leverage, improve liquidity, and lower its operating
cost structure. The rating could be lowered due to liquidity
constraints that are preventing Mission from zufficiently
investing to maintain production capacity. Conversely, the outlook
could be stabilized if Mission is able to exploit high oil and gas
prices to fortify its financial profile.


MOUNTAIN GATEWAY: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Mountain Gateway, LLC
        P.O. Box 325
        Springerville, Arizona 85938

Bankruptcy Case No.: 04-04951

Chapter 11 Petition Date: March 24, 2004

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Marshall Fealk, Esq.
                  Law Office of Marshall Fealk
                  1661 North Swan Road, Suite 212
                  Tucson, AZ 85712
                  Tel: 520-795-1010
                  Fax: 520-795-1122

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.


NAT'L BENEVOLENT: Turns to Huron Consulting for Financial Advice
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas, San
Antonio Division, gave its stamp of approval to The National
Benevolent Association of the Christian Church and its debtor-
affiliates' application to employ Huron Consulting Group LLC as
their financial advisors, systems project management advisors, and
procurement and strategic sourcing advisors.

The professional services that Huron Consulting will render to the
Debtors are expected to include:

   Huron Consulting's Financial Advisors are expected to;

   a. assist the Debtors in preparing their business plans;

   b. assist the Debtors with respect to cash flow forecasting
      and payables management;

   c. assist in coordinating responses to creditor information
      requests and interfacing with creditors and their
      financial advisors;

   d. assist the Debtors' legal counsel, to the extent
      necessary, with the analysis, development and revision of
      the Debtors' plan or plans of reorganization;
   
   e. assist the Debtors in addressing compensation issues and
      developing a retention plan for key employees;

   f. attend meetings and assist in discussions with the
      creditors' committee, the U.S. Trustee, and other
      interested parties, to the extent requested by the
      Debtors;

   g. consult with the Debtors' management on other business
      matters relating to their chapter 11 reorganization
      efforts;

   h. assist in preparing financial disclosures required by the
      Court;

   i. prepare going concern and liquidation value analyses of
      the estates' assets;

   j. assist in preparing the Debtors' schedules of assets and
      liabilities and statement of financial affairs;

   k. assess contingency plans under various scenarios; and

   l. provide such other services as the Debtors or their
      counsel and Huron may mutually deem necessary.

   Systems Protect Management Advisors will provide:

   a. project management services for the implementation and
      testing of Microsoft Business Solutions Great Plains
      general ledger, accounts payable, purchasing and bank
      reconciliation software;

   b. project management services for the implementation and
      testing of Encore interfund management software.

   c. project management services for the implementation and
      testing of the RAC Financial Managers Workbench as it
      relates to interest calculations, cost allocations,
      operating budgets, capital budgets and employee budgets;
      and

   d. such other services as the Debtors or their counsel and
      Huron may mutually deem necessary.

   Procurement and Strategic Sourcing Advisors will:

   a. review and evaluate the Debtors' current procurement
      activities and functions and recommend changes to them as
      appropriate;

   b. assist the Debtors in establishing and implementing a
      centralized sourcing function;

   c. assist the Debtors' in the initial negotiations with
      vendors to achieve favorable pricing and other terms;

   d. develop processes to ensure that purchases are made by the
      Debtors in accordance with the terms of any applicable
      contract;

   e. establish a monitoring and tracking tool for procurement-
      related contracts;

   f. develop business cases to estimate savings opportunities
      and assist in implementing cost savings programs for each
      area mutually agreed between the Debtors and Huron to be
      pursued;

   g. develop an action plan to achieve procurement costs
      savings;

   h. coordinate with the Debtors to facilitate the
      implementation of action plans and measure the savings;
      and

   i. provide such other services as the Debtors or their
      counsel and Huron may mutually deem necessary.

Huron Consulting will bill the Debtors with:

         Financial Advisors                    Billing Rate
         ------------------                    ------------
         Managing Directors                    $600 per hour
         Directors                             $450 per hour
         Managers                              $350 per hour
         Associates                            $250 per hour
         Analysts                              $175 per hour

         Systems Project Management Advisors   Billing Rate
         -----------------------------------   ------------
         Mike Phillips                         $250 per hour
         Karissa Marsh                         $185 per hour

Additionally, Procurement and Strategic Advisors will bill weekly
at $8,000 per week.

In cases where Huron Consulting needs to provide additional
personnel, it will bill the Debtors in hourly rates of:

         Position                              Billing Rate
         --------                              ------------
         Managing Director                     $600 per hour
         Director                              $475 per hour
         Manager                               $400 per hour
         Associate                             $225 per hour
         Analyst                               $130 per hour

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


NAT'L CENTURY: Obtains Approval for DCHC Settlement Agreement
-------------------------------------------------------------
From 1993 until shortly before the Petition Date, the National
Century Debtors provided financing to the Doctors Community
Hospital Corporation Debtors through a number of different
arrangements, including sales and subservicing agreements,
promissory notes, guarantees, stock pledges and other security
agreements and leases.  The DCHC Debtors also obtained financing
for hospital acquisitions from the Debtors.  The obligations of
the DCHC Debtors under the arrangements were secured by security
interests in various assets of the DCHC Debtors.

The DCHC Debtors are a group of five affiliated debtors that
operate five acute care hospital facilities across the country.  
The five hospitals are commonly known as Greater Southeast,
Hadley, Michael Reese, Pacifica and Pine Grove.  Doctors
Community Hospital Corporation is the parent corporation of the
other DCHC Debtors. The largest shareholder of DCHC is Paul Tuft.  

On November 20, 2002, the DCHC Debtors filed their own Chapter 11
cases in the United States Bankruptcy Case for the District of
Columbia.  Charles M. Oellermann, Esq., at Jones Day Reavis &
Pogue, in Columbus, Ohio reports that since then:

   (a) The Debtors filed proofs of claim against the DCHC Debtors
       in an aggregate amount exceeding $600,000,000;

   (b) The DCHC Debtors filed proofs of claim against the Debtors
       in an aggregate amount exceeding $300,000,000;

   (c) The DCHC Creditors Committee has prepared and threatened
       to file a complaint against the Debtors, seeking the
       equitable subordination or recharacterization of the NCFE
       Claims;

   (d) The DCHC Debtors have filed motions to dismiss the Chapter
       11 cases of NPF VI and NPF XII;

   (e) The Debtors commenced an adversary proceeding against
       Lincoln Hospital Medical Center, Inc., et al., seeking to
       enjoin DCHC and other providers from diverting the
       proceeds of accounts receivable that had been purchased by
       the Debtors; and

   (f) The Debtors filed an adversary proceeding against the DCHC
       Debtors on December 30, 2003, seeking a declaratory
       judgment with respect to the ownership of certain reserve
       funds held by the Debtors in which the DCHC Debtors
       claimed an interest.

On February 11, 2004, the DCHC Debtors filed their Second Amended
Joint Chapter 11 Plan of Reorganization.  The structure of the
DCHC Plan is based on a settlement agreement and a management
proposal by Paul Tuft and Erich Mounce to acquire 100% of the
equity of the Reorganized DCHC Debtors.  The Settlement Agreement
is not contingent on the confirmation or effectiveness of the
DCHC Plan.

Pursuant to the DCHC Plan, a liquidating trust will be
established for the benefit of the Debtors and the general
unsecured creditors of the DCHC Debtors.  The Management
Proponents will cause the Reorganized DCHC Debtors to issue to
the DCHC Liquidating Trust two promissory notes:

   (a) The A Note will:

          -- have a $33,400,000 original principal amount;

          -- bear a 7% interest rate per annum; and

          -- be payable in full within two years after the
             Effective Date of the DCHC Plan.  

   (b) The B Note will:

          -- have an $11,500,000 original principal amount;

          -- bear no interest; and

          -- be amortized over 48 equal monthly installments.  

Both the A Note and the B Note will be secured ratably by a first
priority lien on substantially all of the Reorganized DCHC
Debtors' assets.  In addition, under the DCHC Plan, the DCHC
Liquidating Trust will receive certain other assets, including:

   (a) an initial cash payment, which will be used at least in
       part to pay certain assumed liabilities;

   (b) certain litigation claims of the DCHC Debtors;

   (c) the proceeds of the sale of the Pine Grove Hospital;

   (d) certain workers' compensation refunds; and

   (e) a portion of collections of certain of the DCHC Debtors'
       accounts receivable.

After extensive arm's-length negotiations, the parties agreed to
resolve their disputes.  The principal terms and conditions of
their Settlement Agreement are:

A. Allocation of Proceeds

   In satisfaction of the NCFE Claims against the DCHC Debtors,
   the VI/XII Collateral Trust or other designee of the Debtors
   will receive 62.5% of all distributions from the DCHC
   Liquidating Trust pursuant to the DCHC Plan.  The remaining
   37.5% of distributions from the DCHC Liquidating Trust will be
   made pro rata to the DCHC General Unsecured Creditors.  The
   allocation of distributions from the DCHC Debtors' estates,
   regardless of the form, will apply even if the Management
   Proposal is not consummated.

B. Waiver of the DCHC Claims

   The DCHC Debtors will withdraw the DCHC Claims, and the DCHC
   Debtors and the DCHC Committee will waive all other claims
   against the Debtors, except with respect to certain
   postpetition lockbox receipts received by the Debtors.

C. Allowance of the NCFE Claims

   The NCFE Claims against the DCHC Debtors will be allowed in
   the aggregate amount of $608,000,000.

D  Lien Avoidance

   Any liens or ownership interests of the Debtors against or in
   the property of the DCHC Debtors will be void and preserved
   for the benefit of the DCHC Debtors.  

E. Mutual Releases

   The Debtors, the DCHC Debtors, their committees and their
   officers, directors, professionals and agents will exchange
   mutual releases.  The Management Proponents must provide an
   affidavit of their available assets as a condition to their
   release.  The officers and directors of the DCHC Debtors will
   not receive a release for up to $10,000,000 of insurable
   claims under the DCHC Debtors' director and officer insurance
   policies.

F. Dismissal of Adversary Proceedings

   The Debtors will dismiss the DCHC Debtors from the Diversion
   Proceeding against Lincoln Hospital, et al. and the Reserve
   Ownership Proceeding against the DCHC Debtors.  The DCHC
   Debtors will withdraw their motions to dismiss the Chapter 11
   cases of NPF VI and NPF XII.

G. No Objections to Plans

   Neither the DCHC Debtors nor the DCHC Committee will object to
   the NCFE Plan.  Neither the Debtors, the Creditors' Committee
   nor the Subcommittees will object to the DCHC Plan, except to
   the extent either plan is inconsistent with the Settlement
   Agreement and subject to the parties' fiduciary duties under
   the Bankruptcy Code.

At the Debtors' request, the Court authorizes the Debtors to
enter into the Settlement Agreement with DCHC and implement it,
including exercising their discretion to vote to accept the DCHC
Plan.

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)


NEW WORLD: December 2003 Net Capital Deficit Tops $81.8 Million
---------------------------------------------------------------
New World Restaurant Group, Inc., (Pink Sheets: NWRG) announced
financial results for the fourth quarter and fiscal 2003 year.

Total revenues for the 13 weeks ended December 30, 2003 were $97.1
million, compared to $100.7 million in the comparable quarter of
2002, but represented an increase of $3.9 million over the
revenues for the third quarter ended September 30, 2003. The
company reported a $7.0 million loss from operations for the
fourth quarter of 2003, after including charges of $5.3 million
for asset impairments related to its Manhattan Bagel and
Chesapeake Bagel Bakery trademarks and $2.3 million for
integration and restructuring. Excluding those items, the company
would have generated operating income of $0.6 million for the 2003
period, representing an improvement from operating losses in each
of the preceding three quarters that year. In the fourth quarter
of 2002, New World had income from operations of $4.5 million,
which included a charge of $1.4 million for integration and
restructuring.

Commenting on the fourth quarter results, Paul Murphy, New World
CEO and acting chairman, said, "As we discussed in the third
quarter, we continue to use a 90-day approach to our business. I
am extremely pleased with our ability to generate $8.4 million of
cash flow from operating activities in the fourth quarter. This
allowed us to pay the interest due on the Indenture on January 2,
2004 with minimal borrowings on our AmSouth revolver. Although our
year-to-year comparisons remain unsatisfactory, we were pleased to
see progress against the trailing quarter before the application
of special charges. This was underscored by a considerable
improvement in adjusted EBITDA to more than 10% of revenues."

The company reported a net loss for the fourth quarter of 2003 of
$12.7 million, or $1.29 per basic and diluted share. The loss for
the 2003 period included charges of $2.3 million for integration
and restructuring, $5.3 million in asset impairments, as well as
other charges and credits with a net effect of $2.5 million.
Excluding these items, New World would have recorded a net loss of
approximately $2.6 million in the fourth quarter, its lowest
quarterly loss before special items in 2003. The company reported
a net loss of $3.4 million in the fourth quarter of 2002, which
included $1.4 million in integration and restructuring charges.
After deducting $7.1 million in dividends and accretion on Series
F Preferred Stock, both of which were non-cash charges, the net
loss available to common stockholders in the fourth quarter of
2002 was $10.6 million, or $7.38 per share. The company's equity
restructuring, which was completed on September 30, 2003,
eliminated the Series F Preferred Stock and its related dividends
and accretion on a going forward basis.

With the completion of a debt refinancing in July 2003, net
interest expense was reduced to $5.7 million in the fourth
quarter, down 43.7% from $10.2 million in 2003's third quarter and
down 31.3% from $8.3 million in the fourth quarter of 2002.

"With the company's critical equity restructuring and refinancing
behind us, we are intently focused on our business and financial
performance in 2004," Mr. Murphy said. "One of the most important
events during the fourth quarter was the building of the
infrastructure to better support the initiatives of the company
and ensure the success of our field operators. We will continue to
emphasize the development of processes that engender a high degree
of discipline and accountability against the core initiatives of
our three-year business plan."

For the year ended December 30, 2003, total revenues decreased to
$383.3 million from $398.7 million in 2002. The company's loss
from operations in 2003 was $11.8 million, compared with a loss of
$0.3 million in fiscal 2002. Operating results for 2003 reflected
net charges of $2.1 million for integration and reorganization
costs, as well as the aforementioned $5.3 million impairment
charge. In 2002, New World recorded $4.2 million in net charges
for integration and reorganization. Excluding those items in both
years, the company would have recorded a $4.4 million operating
loss in 2003, compared with a profit of $3.9 million in 2002.

New World's net loss for 2003 was $67.7 million, compared with a
loss of $40.5 million in 2002. In addition to the charges against
operating income, the loss for 2003 reflected a one-time, non-cash
loss of $23.0 million on the exchange of Series F Preferred Stock
in connection with the equity restructuring. In 2002, the company
benefited from a $2.5 million gain on investment in debt
securities. After including dividends and accretion on Preferred
Stock of $14.4 million in 2003 and $27.6 million in 2002, the net
loss to common stockholders was $82.1 million, or $21.20 per
share, in 2003, and $68.1 million, or $51.81 per share, in 2002.

For the full year, net interest expense declined 20.3% to $34.2
million from $42.9 million in 2002.

Adjusted EBITDA (earnings before interest, taxes, depreciation and
amortization, integration/reorganization provisions, impairment
charges, and other non-cash or unusual items) reached $9.9
million, or 10.2% of revenues, during the fourth quarter, the
highest level for any quarter in 2003. This compared with $12.8
million, or 12.7% of revenues, in the fourth quarter of 2002.
Adjusted EBITDA for the full year was $34.7 million, or 9.1% of
revenues, compared with $46.4 million, or 11.6% of revenues, in
2002. Including net unusual charges of $2.6 million in the fourth
quarter of 2003 and $10.9 million for the full year, EBITDA was
$7.4 million and $23.8 million in the respective periods.

EBITDA is not intended to represent cash flow from operations in
accordance with GAAP and should not be used as an alternative to
net income as an indicator of operating performance or to cash
flow as a measure of liquidity. Rather, EBITDA is a basis upon
which to assess financial performance. While EBITDA is frequently
used as a measure of operations and the ability to meet debt
service requirements, it is not necessarily comparable to other
similarly titled measures of other companies due to the potential
inconsistencies in the method of calculation.

Commenting further on the company's operating results, Mr. Murphy
noted that the decreases in total revenues for the fourth quarter
and fiscal 2003 year against the corresponding 2002 periods were
primarily due to lower comparable store sales in company owned
Einstein Bros. and Noah's units. Retail sales decreased 3.6% to
$356.2 million in 2003, representing 92.9% of total revenues,
compared to $369.4 million, or 92.7% of total revenues in fiscal
2002. Comparable store sales in Einstein Bros. and Noah's
locations decreased 3.5% during the year, as a 5.1% reduction in
transactions was partially offset by a 2.3% increase in average
check resulting from a shift in product mix to higher priced
items. In the fourth quarter, comparable store sales declined 4.6%
from a year earlier.

"The drop in transactions is attributable to increased competitive
pressures in the restaurant industry, as well as the growing
popularity of low-carbohydrate diets," Mr. Murphy said. "Our plans
to revitalize our restaurant concepts in 2004 and beyond are
designed to address issues that have impeded sales growth. We
believe that modifications to our menu offerings may provide
opportunities to build the average check.

"Working with two prominent consulting firms, we are today
addressing our brand position, the look and feel of our restaurant
environment, service system and our customers' in-store
experience," he continued. "We are in the process of designing a
new prototype store and, as an interim step, have begun
implementing a new menu in one of our concept stores. To date, we
are extremely pleased with the feedback and customer acceptance of
the initial phase of our new menu, focusing on high quality and
fresh flavors."

Mr. Murphy added: "For 2004, we are dedicated to the
revitalization of our franchise brands through the appropriate re-
imaging of menus and the store prototype." He noted that menu
revisions are already under way and a new Manhattan Bagel store
incorporating most elements of the latest prototype is expected to
open in this year's second quarter.

New World Restaurant Group, Inc.'s December 30, 2003, balance
sheet reports a total stockholders' deficit of $81,866,000.

New World opened six new Einstein Bros. company-owned neighborhood
restaurants during 2003 and intends to unveil an additional four
to six locations during 2004. The company continued to expand its
licensing program in 2003, adding 15 locations to end the year
with 41 units under the Einstein Bros. and Noah's New York Bagels
brands. Working with foodservice operators such as Aramark,
Sodexho, AAFES and others, New World intends to continue that
expansion by opening from 25 to 50 licensed locations during 2004
at college campuses, airports, hospitals, military bases and other
locations.

New World is a leading company in the quick casual restaurant
industry. The company operates locations primarily under the
Einstein Bros. and Noah's New York Bagels brands and primarily
franchises locations under the Manhattan Bagel and Chesapeake
Bagel Bakery brands. As of December 30, 2003, the company's retail
system consisted of 464 company-operated locations, as well as 231
franchised, and 41 licensed locations in 32 states, plus D.C. The
company also operates dough production and coffee roasting
facilities


ONONDAGA COUNTY: Fitch Withdraws B Rating on $124MM Revenue Bonds
-----------------------------------------------------------------
Fitch Ratings has withdrawn the 'B' rating on the Onondaga County
Resource Recovery Agency's (OCRRA), NY, $123,975,000 project
revenue bonds, 1992 series, which were defeased by proceeds of new
bonds (not rated by Fitch).  


ORMAN GRUBB CO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: The Orman Grubb Company
        4930 East La Palma Avenue
        Anaheim, California 92807-1912

Bankruptcy Case No.: 04-11842

Type of Business: The Debtor manufactures furniture using Real
                  Oak and Alder solids, as well as Real Oak and
                  Birch Veneer exteriors. See
                  http://www.ormangrubb.com/

Chapter 11 Petition Date: March 22, 2004

Court: Central District of California (Santa Ana)

Judge: John E. Ryan

Debtor's Counsel: Carl F. Agren, Esq.
                  2600 Michelson, Suite 850
                  Irvine, CA 92612
                  Tel: 949-752-8999

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
National Wood Products        Trade Debt                $624,833
314 West Freedom Avenue
Orange, CA 92865

Joe Kunz Co.                  Trade Debt                $580,739
1038 E. 4th Street
Santa Ana, CA 92701

North Pacific Lumber          Trade Debt                $458,165
Unit 77
Portland, OR 97209

Dic International (USA)       Trade Debt                $358,117
W501910
Philadelphia, PA 19175-1910

ST. Veneers                   Trade Debt                $331,522
1852 Harris Mills Ave.
Chula Vista, CA 91913

Global OEM                    Trade Debt                $320,172
17890 Castleton St., #210
City of Industry, CA 91748

CH Robinson Worldwide         Trade Debt                $229,250

American Adhesive Coatings    Trade Debt                $182,650

Treeline Lumber Plywood       Trade Debt                $165,024

Head West Inc.                Trade Debt                $131,797

Anahelm Mira Loma, Inc.       Building Lessor           $109,834

Concept Packaging             Trade Debt                 $93,964

Mike Osborn                   Sales commissions          $93,364

AMT                           Trade Debt                 $89,081

Heritage Hardwoods            Trade Debt                 $80,312

Sonora Face Co.               Trade Debt                 $72,270

Gilbert Stockton              Sales commissions          $67,417

Donna Espinoza                Severance pay              $58,184

Brent Grams                   Sales commissions          $57,065

Larry Silke                   Sales commissions          $55,550


OSE USA: Reports Fourth Quarter 2003 and Fiscal 2003 Results
------------------------------------------------------------
OSE USA Inc. (OTC:OSEE), reported its results for the fourth
quarter and year ended December 31, 2003.

Revenues from the continuing operations for the fourth quarter
ended December 31, 2003 were $914,000, compared with revenues of
$1,053,000 for the same period one year ago. The Company reported
a net loss of ($685,000) or ($0.01) per diluted share, for the
fourth quarter of 2003, compared with a net loss of ($2,189,000)
or ($0.04) per diluted share, for the fourth quarter of 2002.

Revenue from the continuing operations for the twelve months ended
December 31, 2003 were $3,294,000, compared with revenues of
$4,803,000 for the same period one year ago. The Company reported
a net loss applicable to common stockholders from continuing
operations of ($2,225,000) or ($0.04) per diluted share for 2003,
compared with a net loss of ($671,000) or ($0.01) per diluted
share for 2002. The Company reported a net loss applicable to
common stockholders of ($7,774,000) or ($0.14) per diluted share
for 2003, compared with a restated net loss of ($9,679,000) or
($0.13) per diluted share for 2002.

The Company sold the assets of its manufacturing segment in
September 2003 and currently operates in the distribution segment
only. Revenue and associated cost related to the manufacturing
segment have been included in the discontinued operations for the
years 2002 and 2003. Total revenues and expenses for the years
presented in the financial statements are derived from the
distribution segment and classified as continuing operations.

OSE USA, Inc.'s December 31, 2003, balance sheet discloses a net
capital deficit of about $37.4 million.

Founded in 1992 and formerly known as Integrated Packaging
Assembly Corporation (IPAC), OSE USA, Inc. has been the nation's
leading onshore advanced technology IC packaging foundry. In May
1999 Orient Semiconductor Electronics Limited (OSE), one of
Taiwan's top IC assembly and packaging services companies,
acquired controlling interest in IPAC, boosting its US expansion
efforts.

After the closure of its US manufacturing operations, the Company
will focus on servicing its customers through its offshore
manufacturing affiliates. OSE USA's customers include IC design
houses, OEMs, and manufacturers.


PACIFIC GAS: Obtains Go-Signal for Cash-Collateralized L/C Program
------------------------------------------------------------------
Since the Petition Date, Pacific Gas and Electric Company has
made ongoing and substantial use of its "GSSA Program" to provide
credit support for its gas purchases for core customers.  PG&E
entered into a master Gas Supplier Security Agreement with a group
of gas suppliers, pursuant to which PG&E granted a security
interest in most of its gas customer accounts receivable and
various gas-related assets to secure PG&E's payments for gas
purchases from the gas suppliers that are parties to the GSSA.

While the GSSA Program has worked smoothly to facilitate the
uninterrupted flow of gas to PG&E's customers throughout the
Chapter 11 case to date, PG&E intends to terminate the GSSA
Program and the GSSA to facilitate the financings contemplated to
be in place on the effective date of the confirmed Settlement
Plan.  However, PG&E does not want to replace the GSSA with cash
prepayments for gas purchases because of the materially increased
credit risk to PG&E and its estate that widespread cash prepayment
would entail.

To facilitate its Chapter 11 emergence, among other things, PG&E
seeks the Court's authority to:

   (a) establish a cash-collateralized letter of credit program;

   (b) establish a cash-collateralized letter of credit facility
       with one or more banks; and

   (c) incur secured debt in favor of the letter of credit
       issuing banks, up to a maximum of $400,000,000 face
       amount of cash-collateralized letters of credit
       outstanding under the letter of credit facility at any one
       time.

As part of the Gas LOC Program, PG&E also seeks Judge Montali's
permission to use up to $50,000,000 of the Interim LOC Facility
for the issuance of letters of credit to support the purchase of
gas transportation services.

                        *   *   *

Judge Montali orders that the Interim Letter of Credit Facility
will be binding on Pacific Gas and Electric Company and the
letter of credit issuing Banks, and their successors and assigns,
including any Chapter 7 or Chapter 11 trustee to be appointed or
elected for PG&E's estate.

Unless all obligations and indebtedness owing to the LOC Banks
under the Interim LOC Facility will have been paid in full, PG&E
will not seek for dismissal of its Chapter 11 case, or else it
will constitute an "Event of Default".  Judge Montali modifies
the automatic stay to the extent necessary to permit, upon the
occurrence and during the continuance of an Event of Default, the
LOC Banks to:

   (a) declare all amounts due under the Interim LOC Facility to
       be immediately due and payable;

   (b) terminate any further commitments to issue letters of
       credit under the Interim LOC Facility;

   (c) set off PG&E's $420,000,000 cash collateral; and

   (d) exercise, all rights and remedies of a secured lender
       under the Uniform Commercial Code in all jurisdictions,
       including, without limitation, foreclosing upon and
       selling all or a portion of the Cash Collateral.

In addition, pursuant to Sections 363(b) and 364 of the
Bankruptcy Code, Judge Montali authorizes PG&E to incur and pay
commercially reasonable fees and expenses of the LOC Banks in
connection with the Interim LOC Facility.

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)   


PARMALAT GROUP: US Debtors Propose Interim Compensation Protocol
----------------------------------------------------------------
The U.S. Parmalat Debtors employ bankruptcy lawyers, investment
bankers and financial advisors to assist them in their
restructuring.  The Debtors also employ numerous other
professionals to provide a variety of services in the ordinary
course of their business operations.  The Debtors anticipate that
the statutory committee of unsecured creditors will also retain
counsel and, possibly other professionals, to represent it.

Pursuant to Section 331 of the Bankruptcy Code, all professionals
are entitled to submit applications for interim compensation and
reimbursement of expenses every 120 days, or more often if the
Court permits.  In the Debtors' case, there are two categories of
professionals required to submit interim and final applications:

      (i) separately retained Chapter 11 professionals; and

     (ii) those ordinary course professionals whose fees and
          expenses exceed the limitations set forth by the
          Ordinary Course Professionals Order.

To closely monitor the costs of administration, forecast level
cash flows, and implement efficient cash management procedures,
the U.S. Debtors need an orderly, regular process for allowance
and payment of compensation and reimbursement of expenses.  At
the Debtors' request, the Court establishes these procedures for
the interim compensation and reimbursement of expenses of
professionals:

   (a) On or before the 20th day of each month following the
       month for which compensation is sought, each professional
       seeking compensation will serve a monthly statement by
       hand or overnight delivery, on:

          (i) Parmalat USA Corp.
              520 Main Ave
              Wallington, New Jersey, 67057
              Attn: Anthony Mayzun;

         (ii) Weil, Gotshal & Manges LLP
              767 Fifth Avenue
              New York, New York 10153
              Attn: Marcia L. Goldstein, Esq.;

        (iii) Attorneys for any statutory committees appointed
              in these cases; and

         (iv) The Office of the United States Trustee
                 for the Southern District of New York
              33 Whitehall Street, 21st Floor
              New York, New York 10004
              Attn: Deirdre Martini, Esq.;

   (b) The Monthly Statement need not be filed with the Court and
       a courtesy copy need not be delivered to chambers since
       professionals are still required to serve and file interim
       and final applications for approval of fees and expenses
       in accordance with the relevant provisions of the
       Bankruptcy Code, the Federal Rules of Bankruptcy
       Procedure, and the Local Rules for the U.S. Bankruptcy
       Court, Southern District of New York;

   (c) Each Monthly Statement must contain a list of:

          (i) the individuals and their titles -- e.g., attorney,
              accountant, or paralegal -- who provided services
              during the statement period;

         (ii) their billing rates;

        (iii) in the case of attorneys, their years of graduation
              from law school, and to the extent applicable,
              their year of partnership;

         (iv) the aggregate hours spent by each individual;

          (v) a reasonably detailed breakdown of the
              disbursements incurred; and

         (vi) contemporaneously maintained time entries for each
              individual in increments of 1/10 of an hour.

   (d) Each person receiving a statement will have at least
       15 days after its receipt to review it.  In the event
       that a recipient has an objection to the compensation or
       reimbursement sought in a particular statement, he or she
       must, by no later than the 35th day following the month
       for which compensation is sought, a written "Notice Of
       Objection To Fee Statement," setting forth the nature of
       the objection and the amount of fees or expenses at issue.
       The Notice of Objection must be served on the professional
       whose statement is being disputed, and the other persons
       designated to receive Monthly Statements;

   (e) At the expiration of the 35-day period, the Debtors will
       promptly pay 80% of the fees and 100% of the expenses
       identified in each Monthly Statement to which no objection
       has been served;

   (f) If the Debtors receive an objection to a particular
       Monthly Statement, they will withhold the payment of the
       disputed portion of the Monthly Statement and promptly pay
       the remainder of the fees and disbursements;

   (g) Similarly, if the parties to an objection are able to
       resolve their dispute following the service of a Notice of
       Objection -- and if the party whose Monthly Statement was
       objected to serves on all of the Notice Parties a
       statement indicating that the objection is withdrawn and
       describing in detail the terms of the resolution -- then
       the Debtors will promptly pay the portion of the Monthly
       Statement, which is no longer subject to an objection;

   (h) All objections that are not resolved by the parties will
       be preserved and presented to the Court at the next
       interim or final fee application hearing;

   (i) The service of an objection will not prejudice the
       objecting party's right to object to any fee application
       made to the Court in accordance with the Bankruptcy Code
       on any ground whether raised in the objection or not.
       Furthermore, the decision by any party not to object to a
       Monthly Statement will not be a waiver of any kind or
       prejudice that party's right to object to any fee
       application subsequently made to the Court;

   (j) Every 120 days, but no more than every 150 days, each of
       the professionals will serve and file with the Court an
       application for interim or final Court approval and
       allowance of the compensation and reimbursement of
       expenses requested;

   (k) Any professional who fails to file an application seeking
       approval of compensation and expenses previously paid when
       due:

          (i) will be ineligible to receive further monthly
              payments of fees or reimbursement of expenses until
              further Court order; and

         (ii) may be required to disgorge any fees paid since
              the retention or the last fee application,
              whichever is later.

   (l) The pendency of an application or a Court order that the
       payment of compensation or reimbursement of expenses was
       improper as to a particular statement will not disqualify
       a professional from the future payment of compensation or
       reimbursement of expenses, unless otherwise ordered by the
       Court;

   (m) Neither the payment of, nor the failure to pay, in whole
       or in part, monthly compensation and reimbursement will
       have any effect on the Court's interim or final allowance
       of compensation and reimbursement of expenses of any
       professionals; and

   (n) The attorney for any statutory committee may collect and
       submit statements of expenses, with supporting vouchers,
       from members of the committee he or she represents.

Each professional whose retention has been approved by the Court
may seek, in its first application, compensation for work
performed and reimbursement for expenses incurred during the
period beginning on the date of the professional's retention and
ending on March 31, 2004.  The Debtors will include all payments
to professionals on their monthly operating reports, detailed so
as to state the amount paid to each professional.

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)   


PG&E NATIONAL: Court Okays Pact Settling JPMorgan Credit Dispute
----------------------------------------------------------------
The National Energy & Gas (formerly the PG&E National Energy
Debtors) Debtors sought and obtained Court approval for a
stipulation with JPMorgan Chase Bank, in its capacity as:

      (i) agent pursuant to a credit agreement dated as of
          September 1, 1998, as amended, with USGen New England,
          Inc., and a consortium of other lenders; and

     (ii) agent pursuant to a credit agreement dated August 22,
          2001, as amended, with National Energy & Gas
          Transmission, Inc., and a consortium of other lenders.

The stipulation resolves disputes about prepetition payments made
by NEGT to JPMorgan, as agent, in respect of certain asserted
reimbursement obligations owed by USGen under the Credit
Agreement.

The Stipulation provides for:

   (a) the termination of the Expense Deposit Letters;

   (b) JPMorgan's retention of the Funds;

   (c) an agreement by JPMorgan, on behalf of the lenders under
       the NEG Credit Agreement, to reduce the cash distribution
       from the NEG estates to the lenders under the NEG Credit
       Agreement by $2,450,000 -- the total amount of the Funds
       -- pursuant to the NEG Plan; and

   (d) all persons and entities to be forever barred from
       asserting any claims against NEG, its estate or any other
       party-in-interest on account of the withholding of
       distributions otherwise payable on account of the Expense
       Deposit Credit.

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: Inks Stipulation Recharacterizing 4 GE Lease Pacts
-------------------------------------------------------------
Debtor Pillowtex Corporation entered into four lease agreements
with General Electric Capital Corporation between March 31, 1999
to August 30, 1999:

   (a) Production Equipment Lease Agreement No. Series 14-A, with
       a capitalized lessor's cost of $964,000;

   (b) Production Equipment Lease Agreement No. Series 14-B, with
       a capitalized lessor's cost of $774,000;

   (c) Production Equipment Lease Agreement No. Series 14-C, with
       a capitalized lessor's cost of $1,290,000; and

   (d) Production Equipment Lease Agreement No. Series 14-D, with
       a capitalized lessor's cost of $1,290,000.

The Four Lease Agreements were for certain production equipment
for use by the Debtors in their manufacturing operations.  

Subsequently, GECC assigned to Regions Bank all its right, title,
interest and obligations in the Four Lease Agreements.  Pursuant
to the Court's order on April 10, 2002, the Debtors assumed the
Four Lease Agreements.  On September 30, 2003, Regions assigned
to Crescent Financial LLC, a GGST affiliate, the Four Lease
Agreements and the related rights, title, interest, claims and
remedies for a purchase price of $550,000.

Since the Asset Purchase Agreement between the Debtors and GGST,
dated October 2, 2003, contemplates that the parties will jointly
determine whether each Subject Capital Lease must be treated as a
true lease or recharacterized as a financing lease or secured
loan under the Bankruptcy Code, the parties reviewed the Four
Lease Agreements.  Upon review, the Debtors, GGST and Crescent
agreed that the Four Lease Agreements be treated as financing
leases.  Accordingly, the parties stipulate that:

   (a) The Four Lease Agreements are not true leases under the
       Bankruptcy Code and thus recharacterized as financing
       leases or secured loans;

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

   (c) Crescent, as assignee of Regions, has a valid, binding,
       enforceable and perfected, first priority security
       interest in the Equipment and accordingly, a secured claim
       against the Debtors equal to $550,000 -- the liquidation
       value of the Equipment;

   (d) As of the Petition Date, the aggregate balance due or to    
       become due under the Four Lease Agreements was $1,529,890;

   (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 $979,890
       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.

At the parties' request, Judge Walsh approves the Stipulation.

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


QUINTEK TECH: Names Kabani & Co. as New Corporate Auditors
----------------------------------------------------------
Quintek Technologies, Inc. (OTCBB:QTEK) retained Kabani & Co. as
its new corporate auditors.

Quintek was notified by its' previous auditor, Heard McElroy &
Vestal, LLP of Louisiana, that the firm was reducing its exposure
to public company clients as a result of the changes occurring
with Sarbanes-Oxley and was resigning it's position as the
Company's auditor. The letter stated, "We have had no
disagreements with management over accounting principles or other
matters."

Kabani & Company, Inc. is a public accounting and consulting firm
based in Orange County, California. They have built a solid
reputation for providing quality service and expertise to all
sizes of public and private companies in a variety of industries,
including high-tech, manufacturing, service, financial,
hospitality and entertainment. Kabani serves clients which are
based in North America, Europe & Asia.

Kabani's principal, Hamid Kabani, is a Certified Public Accountant
as well as a Chartered Accountant with over 24 years of audit and
accounting experience. Kabani has acted as an engagement partner,
technical partner, quality control specialist and managed several
public (including IPOs) and private clients at the domestic and
international level. Kabani & Company's clientele includes public
and private companies, ranging from start-up to companies with
revenue over $600 million dollars. Kabani was part of a high-tech
audit group of Deloitte & Touche, LLP, a big five accounting firm,
in a senior management role. Kabani was a member of the National
Manufacturing Industry practice sub committee on International
Interface at Deloitte & Touche, with the idea of interfacing the
information disseminated by the US Industry practice and other
International offices around the world.

Kabani & Co. are located on the web at: http://www.kabanico.com/  

Andrew Haag, Quintek's CFO commented, "With the hiring of our new
President, we intend to accelerate the Company's growth. Kabani &
Co.'s experience with a major accounting firm, working with high-
tech, growth-oriented companies and investment professionals, was
a driving factor in this decision. Furthermore, Kabani's
geographical proximity to the Company's headquarters will
facilitate a stronger working relationship. He added, "Kabani will
play a central role in helping us to stay compliant within the
changing regulatory environment and meet the necessary filing
requirements in a timely manner."

                        About Quintek

Quintek is the only manufacturer of a chemical-free desktop
microfilm solution. The company currently sells hardware, software
and services for printing large format drawings such as blueprints
and CAD files (Computer Aided Design), directly to microfilm.
Quintek does business in the content and document management
services market, forecast by IDC Research to grow to $24 billion
by 2006 at a combined annual growth rate of 44%. Quintek targets
the aerospace, defense and AEC (Architecture, Engineering and
Construction) industries.

Quintek's printers are patented, modern, chemical-free, desktop-
sized units with an average sale price of over $65,000.
Competitive products for direct output of computer files to
microfilm are more expensive, large, specialized devices that
require constant replenishment and disposal of hazardous
chemicals.

The company's June 30, 2003, balance sheet discloses a total
shareholders' equity deficit of about $1.3 million.


RAYOVAC: Inks Shareholder Class Action Litigation Settlement
------------------------------------------------------------
Rayovac Corporation (NYSE: ROV), pending final court approval, has
reached an agreement in principle to settle the shareholder class
action lawsuits.  These lawsuits were filed in May and June of
2002 against the Company and several of its executive officers
regarding the Company's June, 2001 secondary offering of shares.  
Under the terms of the proposed settlement, and subject to
approval by the court, the settlement amount of $4 million would
be principally funded by the Company's insurance carriers. This
settlement will not affect the Company's previously announced
earnings guidance.

Rayovac Chairman and CEO David Jones stated, "Although we
adamantly deny any wrongdoing in this case, we believe that the
agreed-upon settlement makes sense and will allow the company to
better focus its financial and human resources and devote its
attention to the company's business interests rather than
protracted legal proceedings.  Throughout this process, we have
remained focused on running our business, and we will continue to
execute on the strategies that are in the best interest of our
shareholders, employees and customers."

Rayovac Corporation (S&P, B+ Corporate Credit Rating, Stable
Outlook) is a global consumer products company with a diverse
portfolio of world-class brands, including Rayovac, VARTA and
Remington.  The Company holds many leading market positions
including:  the world's leader in hearing aid batteries; the top
selling rechargeable battery brand in North America and Europe;
and the number one selling brand of men's and women's foil
electric razors in North America.  Rayovac markets its products in
more than 100 countries and trades on the New York Stock Exchange
under the ROV symbol.


ROCKWELL: Auditors Doubt Ability to Continue as Going Concern
-------------------------------------------------------------
Rockwell Medical Technologies, Inc. (Nasdaq: RMTI), a leading,
innovative hemodialysis concentrate manufacturer in the healthcare
industry, provided an announcement that its financial statements
for the year ended December 31, 2003, filed on March 19, 2004,
with the Securities and Exchange Commission in the Company's
Annual Report on Form 10-KSB, contained a going concern
qualification from its auditors.  

This announcement is made in compliance with the new Nasdaq Rule
4350(b), which requires separate disclosure of receipt of an audit
opinion that contains a going concern qualification.  This does
not reflect any change or amendment to the financial statements
filed on March 19, 2004.  There was no change to the auditor's
opinion from prior years' audits.

The Company's audited financial statements have contained a going
concern opinion since its inception in 1997.

Rockwell Medical Technologies, Inc. is an innovative leader in
manufacturing, marketing and delivering high-quality dialysis
solutions, powders and ancillary products that improve the quality
of care for dialysis patients.  Dialysis is a process that
duplicates kidney function for those patients whose kidneys have
failed to work properly and suffer from chronic kidney failure, a
condition also known as end stage renal disease (ESRD). There are
an estimated 350,000 dialysis patients in the United States and
the incidence of ESRD has increased 6-8% on average each year over
the last decade.  Rockwell's products are used to cleanse the ESRD
patient's blood and replace nutrients in the bloodstream.  
Rockwell offers the proprietary Dri-Sate(R) Dry Acid Mixing
System, RenalPure(TM) Liquid Acid, RenalPure(TM) Powder
Bicarbonate, SteriLyte(R) Liquid Bicarbonate, Blood Tubing Sets,
Fistula Needles and a wide range of ancillary dialysis items.  
Visit Rockwell's Web site at http://www.rockwellmed.com/for more  
information.


SEGA GAMEWORKS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: SEGA Gameworks LLC
             600 North Brand Boulevard, Fifth Floor
             Glendale, California 91203

Bankruptcy Case No.: 04-15404

Type of Business: The Debtor operates 16 video arcades in 11 US
                  states, Canada, Guam, and Kuwait. Each
                  location features about 200 video and
                  interactive games and attractions, restaurants,
                  and bars.  See http://www.gameworks.com/

Chapter 11 Petition Date: March 9, 2004

Court: Central District of California (Los Angeles)

Judge: Sheri Bluebond

Debtor's Counsel: Ron Bender, Esq.
                  Levene Neale Bender Rankin & Brill
                  1801 Avenue of Stars, Suite 1120
                  Los Angeles, CA 90067
                  Tel: 310-229-1234

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Block E Interests, LLC                   $4,959,439
737 N. Michigan Ave., Suite 2050
Chicago, IL 60614

Festival Hall Developments Limited         $650,000
1 First Canadian Place, 44th Floor
Toronto, Ontario M5x 1b1

Joseph Freed and Associates LLC            $255,357
(Schaumb)
200 N. Smith Street, Suite 300
Gateway Center
Palatine, Il 60067

Sysco Food Services                        $244,623
20701 East Currier Road
Walnut, CA 91789

Dark Horse Trading Co., Inc.               $200,000

Easton Town Center LLC (Easton)            $197,840

Florida Department of Revenue              $195,693

Bakery Associates, Ltd. (Miami)            $189,570

Taubman Auburn Hills Associates Ltd.       $175,044

City Central Retail/Ag Meridian LLC        $170,696

Centro Ybor Associates (Ybor)              $168,277

Oracle                                     $131,016

Grapevine Mills Limited Partnership        $124,902

Arizona Mills Limited (Tempe)              $122,226

One Stop Toys                              $113,715

Mills-Kan An                                $98,713

Circle Centre Development                   $94,501

Ontario Mills Limited Partnership           $87,765

Passco Phm, LLC (Puente Hills)              $71,140

Cedar Riverview LP                          $44,779


SERVICE CORP: S&P Rates $250 Mil. Senior Unsecured Notes at BB-
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' debt rating
to Service Corp. International's proposed $250 million senior
unsecured notes due in 2016. Pro forma for the new notes, the
cemetery and funeral home operator will have $1.9 billion of debt
outstanding, although the company is expected to use the proceeds
to repay or call existing debt. The outlook remains stable.

"The speculative-grade ratings on Service Corp. reflect the
company's operating concentration in a competitive industry that
features stable, though modest, growth prospects and a rising
consumer preference for lower-cost services," said Standard &
Poor's credit analyst Jill Unferth. "The ratings further reflect
the company's aggressive debt leverage. These risks are partly
offset by the company's large size, which affords it scale
efficiencies and a revenue backlog. Service Corp. has further
benefited from initiatives to strengthen its sales mix and an
improving balance sheet."

Houston, Texas-based Service Corp. is the world's largest cemetery
and funeral home operator. The company and its affiliates operate
1,239 funeral homes, 406 cemeteries, and 141 crematories in North
America. The company also owns a smaller number of funeral and
cemetery businesses in South America, Singapore, and Germany.
Service Corp., which is about three times larger than No. 2
company Alderwoods Group Inc., grew rapidly through the 1990s.
Over-leveraged, in 1999 it began to divest its assets, mainly
overseas, for cash to repay debt. Its last significant sale, the
joint venture of its French operations, was finalized very
recently. Future growth will likely be limited to modest
investments in funeral homes and high interment cemeteries in
metropolitan markets that offer cross-selling opportunities.

Despite a strong backlog of contracted pre-need sales that should
convert to revenue as services are rendered, the company faces
challenging trends. North America has been experiencing a lower-
than-average death rate, which has reduced funeral sales volumes
as well as cemetery and cemetery merchandise sales. At the same
time, cremation services, which generate less revenue than funeral
services, have risen to nearly 40% of volume, from 36% in 2000.
Price competition among providers at a local level is also
considerable.

Still, the company has made strides in strengthening its operating
efficiency and sales mix. Pre-need and at-need sales are averaging
approximately $4,100 and $4,300 per case, a gap that is closing.
Revenue per funeral has also increased in North America as
premium-priced branded funeral and cremation plans gain
acceptance. These generate about $2,800 more per funeral and
$1,700 more per cremation than do traditional services. Additional
cost reduction is possible from outsourcing initiatives and
staffing cuts.


SHECOM CORPORATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Shecom Corporation
        925 West Lambert Road, Suite A
        Brea, California 92821

Bankruptcy Case No.: 04-11934

Type of Business: The Debtor provides the industry with the
                  latest innovations in optical multimedia,
                  computer parts, commodities, and software
                  applications.  See http://www.shecom.com/

Chapter 11 Petition Date: March 25, 2004

Court: Central District of California (Santa Ana)

Judge: Robert W. Alberts

Debtor's Counsel: Marc J. Winthrop, Esq.
                  Winthrop Couchot Professional Corporation
                  660 Newport Center Drive 4th Floor
                  Newport Beach, CA 92660
                  Tel: 949-720-4100
                  Fax: 949-720-4111

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Tiger Direct                  Trade                   $4,235,683
Attn: Corporate Officer
7795 W. Flagler St.
Miami, FL 33144

Ingram Micro                  Trade                   $3,086,542
Attn: Corporate Officer
File No. 31135
Los Angeles, CA 90074

SED International             Trade                     $674,940
Attn: Corporate Officer
18835 San Jose Ave.
City of Industry, CA 91748

MCE US Inc.                   Trade                     $524,675
Attn: Corporate Officer
3049 Independence Dr., #D
Livermore, CA 94550

Tech Data Corporation         Trade                     $327,650
Attn: Corporate Officer
P.O. Box 100166
Pasadena, CA 91189

Kinston Technology            Trade                     $308,928
Attn: Corporate Officer
17600 Newhope St.
Fountain Valley, CA 92708

Ipex Infotech, Inc.           Trade                     $206,113

Dicopel                       Trade                     $195,000

Phase 1 Technology            Trade                     $169,000

R&R Electronics               Trade                     $128,400

O'Melveny & Myers LLP         Trade                     $113,090

Datatek Micro Plus            Trade                      $83,344

Interage                      Trade                      $67,370

Part II Research, Inc.        Trade                      $61,095

Origin Micro, Inc.            Trade                      $57,465

JLMS, Inc.                    Trade                      $55,144

Avenet Applied Computering    Trade                      $35,000

Federal Express Corp.         Trade                      $35,000

UPS                           Trade                      $20,000

Lite-On it Corp.              Trade                      $16,248


SINGING MACHINE: Pursuing Initiatives to Cut Costs & Up Liquidity
-----------------------------------------------------------------
Singing Machine Company Inc.'s net loss for the nine months ended
December 31, 2003 was $13,424,622 compared with net income of
$5,957,136 for the nine months ended December 31, 2002.

At December 31, 2003, the Company had cash on hand of $235,958 and
a bank overdraft of $85,236 compared to cash on hand of $268,265
and a bank overdraft of $316,646 at March 31, 2003. Company
current assets consist predominantly of accounts receivable and
inventory. Accounts receivable increased to $14,729,176 for the
nine months ended December 31, 2003 due to the amount of sales
that occurred in November and December, as well as some customer
terms which exceed 45 days.

Inventory has been steadily decreasing since March 31, 2003, as
Singing Machine is shipping goods to its customers. As of December
31, 2003, the Company had $8 million in inventory, net of a
provision for loss of $6,195,197 compared to $25 million as of
March 31, 2003.

Current liabilities decreased to $18,911,314 as of December 31,
2003, compared to $21,249,930 at March 31, 2003. Current
liabilities consist of accounts payable of $5,329,648, accrued
expenses of $2,587,567, accrual for income taxes of $2,872,509,
subordinated debt of $1 million, bank overdraft of $85,136 and the
revolving credit facilities of $7,109,622.

Approximately $2.7 million, or 51%, of accounts payable are due to
two factories in China. This amount is aged beyond the terms
originally set by the factories.. The Company has been in contact
with these factories regarding these amounts and they have not
pursued any means of collection. Singing Machine intends to enter
into payment plans with these factories, but cannot ensure that
this will occur. If these factories pursue any claims against it,
it could have a material effect on Singing Machine's operations.
The remainder of accounts payable of $2.6 million are within terms
set by the Company's vendors.

During fiscal 2003, the Company had a credit facility with LaSalle
Business Credit, LLC. Under this agreement, LaSalle advanced funds
to Singing Machine based on Singing Machine's eligible accounts
receivable and inventory. The loan was secured by a first lien on
all of present and future assets, except specific tooling located
in China. During fiscal 2004, the maximum amount that the Company
was permitted to borrow under the credit facility was $7.5
million.

Because Singing Machine had minimal liquidity and had defaulted
under its credit agreement with LaSalle, Singing Machine received
a going concern paragraph from its independent certified public
accountants for its audited financial statements for fiscal 2003.
On March 14, 2003, Singing Machine was notified by LaSalle that
the Company was in violation of the tangible net worth covenant in
its credit facility and was declared in default. LaSalle amended
the credit facility on August 19, 2003, in a fourteenth amendment,
which extended the loan until March 31, 2004 and the condition of
default was waived. On December 31, 2003, Singing Machine violated
the tangible net worth requirement and working capital requirement
of its credit facility.

On January 31, 2004, the Company paid this loan in full,
terminated this credit facility and LaSalle released its security
interest in the Company's assets.

On February 9, 2004, Singing Machine executed a factoring
agreement with Milberg Factors, Inc. Pursuant to the agreement,
Milberg, at its discretion, will advance the Company the lesser of
80% of the Company's accounts receivable, or $3.5 million. All
receivables submitted to Milberg are subject to a fee equal to
0.8% of the gross invoice value. The average monthly balance of
the line will incur interest at a rate of prime plus .75%. Other
terms of the agreement include minimum fees of $200,000 per
calendar year, $7.5 million tangible net worth and $7.5 million
working capital. To secure these advances, Milberg received a
security interest in all of the Company's accounts receivable and
inventory located in the United States and a pledge of 66 2/3% of
the stock in International SMC (HK) Ltd, the Company's wholly-
owned subsidiary. This agreement is effective for an initial term
of two years, with successive automatic renewals unless either
party gives notice of termination.

Although this credit line is not equivalent to the Company's
previous lines, management believes that advances under this
credit facility, as well as collection of the Company's
outstanding accounts receivable, will allow Singing Machine enough
available cash flow to continue operations until August 2004 and
prepare for the upcoming fiscal year. The Company has been
receiving collections of accounts receivable since the termination
of its LaSalle agreement, which has served as working capital and
enabled the Company to pay its obligations.

In order to further increase liquidity, Singing Machine is selling
its excess inventory and reducing its cost structure. As of
February 11, 2004, the Company had orders on hand of about $2.5
million and had already shipped over $1.0 million, which is ahead
of the projected target for most of the old inventory. The
Company's goal is to sell $3 to $4 million of old inventory by
March 31, 2004. However, there is no assurance that the Company
will be able to sell this inventory.

Singing Machine has taken several steps to decrease costs. Since
June 2003, it has had two rounds of lay-offs at its Company. In
January 2004, the senior executive officers agreed to take 20%
salary reductions and other employees also agreed to salary
reductions. Additionally, the Company has also subleased some of
its warehouse space in California and Florida and hope to sublease
out more. As its plans are put into place Singing Machine
anticipates seeing reductions of overhead expenses by more than
20% of last years amounts.

The Company does not intend to enter into any additional material
commitments in the near future. It will be incurring only normal
course of business expenses such as: rent, utilities, salaries and
related expenses, accounting, legal, bank charges, interest,
office supplies, and other expenses that may become necessary as
they relate to repairs and maintenance of its leased facilities
and computer equipment. The Company will also incur expenses for
any outstanding operating leases that are currently in place.


SLATER: Court Reviews Hamilton Specialty Mill Buy-Out Deal
----------------------------------------------------------
Delaware Street Capital (DSC) announced a formal Notice of
Agreement with Slater Steel and its lenders that, upon final
completion, will allow for the transfer of ownership of the
Hamilton Specialty Bar business to an entity controlled by DSC.
Justice Farley of the Ontario Superior Court of Justice reviewed
the Agreement on March 29.

"Court approval of this transaction will be a major step towards
seeing the mill ultimately emerge from creditor protection," said
Gary Katz, Director of DSC. "The Agreement with Slater Steel and
its lenders allows HSB to notify its customers and suppliers that
it is well along the road to business as usual for the Hamilton
Specialty Bar facility." If Justice Farley approves the Agreement,
it is anticipated that the facility will formally emerge from
creditor protection on May 15, at which point Hamilton Specialty
Bar Corporation, a wholly owned subsidiary of DSC, will own the
steel mill.

The final agreement includes a total cash consideration of $15.4
million, as well as an additional commitment in excess of $24-
million for employee pensions and extended health benefits for
retirees. DSC-owned Hamilton Specialty Bar Corporation has made an
additional $1 million commitment to cover severance and re-
training costs for Slater's Hamilton employees unable to be
rehired by the new company.

"All stakeholders of this business - DSC, Slater Steel, the
Steelworkers union, the lender group and Hamilton community
leaders - were committed to achieving this objective and worked
co-operatively to make it happen. Our job now is to ensure our
customers know that they will continue to receive an uninterrupted
supply of specialty steel products from the mill," added Mr. Katz.

The mill has been operating under creditor protection since June
2003. In late February, DSC and the United Steelworkers produced
an agreement that they presented to Slater in an effort to keep
the mill running. Since then, further discussions have led to some
changes in the agreement, including an increase in the number of
employees at the facility from 224 to 275.

The Hamilton Specialty Bar facility is one of North America's most
technologically advanced producers of Special Bar Quality carbon
and alloy rounds and flats in the industry. The products are used
primarily for automotive components such as drive trains,
suspension systems, engine components and critical safety systems
in linkage and steering assemblies.

With offices in New York and Chicago, Delaware Street Capital is a
value-oriented investment fund focusing on rebuilding and
refinancing companies in special situations. DSC recently led the
successful refinancing of $U.S. 175-million of bank debt in
Mississippi Chemical Corporation, which was operating under
Chapter 11 bankruptcy protection in the United States. The Company
also recently arranged emergency financing that allowed
chocolatier Laura Secord to relocate manufacturing to Canada.


SOLUTIA: Dinsmore & Shohl's Role as Special Counsel Expands
-----------------------------------------------------------
At the Solutia, Inc. Debtors' behest, the Court allows the Debtors
to expand the employment of Dinsmore & Shohl LLP as their special
counsel with respect to litigation that they intend to prosecute
against FMC Corporation.  The FMC Litigation relates to a certain
joint venture between Solutia Inc. and FMC whereby FMC contributed
certain proprietary technology to the joint venture.  Dinsmore
was employed by the Debtors before the Petition Date to prosecute
claims against FMC in excess of $300,000,000 as part of the FMC
Litigation.  In addition, Dinsmore was one of the professionals
authorized by the Court to be utilized by the Debtors in their
ordinary course of business.  In preparing for the FMC case,
Dinsmore has become familiar with the Debtors' business affairs
and many of the potential legal issues that may arise in the
context of the Chapter 11 cases.

Dinsmore has extensive experience in the field of litigation,
including litigating complex cases through trial, as well as
extensive bankruptcy and restructuring experience.  Moreover,
Dinsmore has obtained valuable institutional knowledge of the
Debtors' businesses and financial affairs as a result of its
prior representation of the Debtors.

The Debtors will compensate Dinsmore based on its hourly rates,
subject to periodic adjustments:

          Partners                 $210 - 390
          Associates                125 - 255
          Legal assistants           95 - 145

Dinsmore has received certain amounts from the Debtors as
compensation for professional services performed before the
Petition Date, including a $50,000 retainer.  In the one-year
period before the Petition Date, the Debtors made payments to
Dinsmore aggregating $151,424 on account of services rendered and
expenses incurred by the firm.  During the postpetition period,
Dinsmore applied $4,967 of the Retainer toward reimbursement of
actual and necessary unpaid expenses incurred in connection with
services rendered to the Debtors as an ordinary course
professional, and $29,114 for services rendered prior to the
Petition Date.  The balance of the Retainer as of the Petition
Date is $15,922.  The Debtors do not owe any amounts to Dinsmore
on account of its prepetition fees and expenses.

Kim Martin Lewis, Esq., at Dinsmore & Shohl LLP, attests that the
firm does not represent or hold any interest adverse to the
Debtors or to their estates with respect to matters on which it
is to be employed.

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)


TRANSMONTAIGNE INC: S&P Places Low-B Ratings on Watch Negative
--------------------------------------------------------------  
Standard & Poor's Ratings Services placed its 'BB' corporate
credit and 'B+' subordinated debt ratings on TransMontaigne Inc.
on CreditWatch with negative implications. Colorado-based
TransMontaigne has $415 million of debt.

"The negative CreditWatch listing reflects the likelihood of a
negative rating action in the near term, resulting from
TransMontaigne's reduced liquidity combined with very aggressive
debt leverage reported for the six months-ended Dec. 31, 2003,"
said Standard & Poor's credit analyst Paul B. Harvey. "Continued
strong commodity prices through the second half of 2003 raised
TransMontaigne's cost of inventory and increased borrowing levels
from its credit facility, resulting in decreased liquidity," he
continued. Only $37 million remained available from its credit
facility and $16.5 million cash on hand as of Dec. 31, 2003, and
as a result, TransMontaigne's liquidity is very vulnerable to a
further run-up in crude oil prices.

TransMontaigne's debt leverage stood at nearly 60% at the end of
its second quarter and debt to EBITDA roughly 6x, both very
aggressive for the current ratings. Standard & Poor's is concerned
that TransMontaigne will be unable to organically deleverage in
the near term to a level consistent with its current rating, and
that absent external financing, the company will remain
susceptible to constrained liquidity if a surge in commodity
prices occurs. Standard & Poor's intends to meet with
TransMontaigne in the very near term to discuss how it will
address its liquidity and debt leverage issues, with negative
rating actions likely, unless an adequate near-term solution is
presented.


TRIMAS: Planned $230M IPO to Reduce Debt Spurs S&P's Pos. Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on TriMas
Corp., including its 'BB-' corporate credit rating, on CreditWatch
with positive implications. This action follows the company's
plans to undertake an IPO with a maximum aggregate offering price
of $230 million and use most of the proceeds to reduce debt.

"This could have a modestly positive effect on credit measures
with a ratings upgrade of one-notch possible, depending upon the
completion of the IPO and subsequent debt repayment," said
Standard & Poor's credit analyst John Sico.

Bloomfield Hills, Mich.-based TriMas Corp. has about $1 billion in
sales from products with leading positions in several niche
markets. It manufactures engineered products serving niche markets
in a diverse range of commercial, industrial, and consumer
applications. Currently, the company has more than $700 million in
debt outstanding.

Standard & Poor's will review the company's business strategy and
financial policies and goals in the context of whether a more
conservative financial profile will be maintained that ultimately
results in a permanent improvement in the capital structure.
Standard & Poor's expects to meet with management in the near term
to review the company's acquisition and financial policy before
taking any rating action.


TYCO: Nellcor Unit Will Appeal Jury Verdict on Masimo Patent Suit
-----------------------------------------------------------------  
Tyco International Ltd. (NYSE: TYC; BSX: TYC) announced that its
Tyco Healthcare business unit Nellcor, market leader and global
innovator of intelligent pulse oximetry solutions, will challenge
the jury's decisions of willful patent infringement and a $134.5
million damage award in post-trial motions, and, if necessary, in
an appeal to the Court of Appeals for the Federal Circuit (CAFC).
The damage award may be subject to a potential increase by the
trial court.

Nellcor will ask the court to rule that its 4th and 5th generation
pulse oximetry technologies do not infringe patents of Masimo
Corp., Irvine, California, that cover its SET(R) signal processing
technology.  Nellcor's and Masimo's technologies are used in
medical devices, often in hospitals, to monitor the oxygen level
in blood.

This is not the first time Masimo has asserted patent infringement
claims against Nellcor. In October 2000 and August 2001, two
federal courts (including the CAFC) ruled that Nellcor technology
involved in the present case did not infringe Masimo's adaptive
filter SET patent, USP 6,036,642. The CAFC held that Nellcor's
technology was "truly different" (18 Fed. Appx. 852, 857 (Fed.
Cir. 2001)).  The jury in the present case was not allowed to
consider those prior rulings.

"The jury decision is only one step in the legal process," said
David Sell, president, Nellcor. "Once again, we are prepared to
present our position, if necessary, before the CAFC on a Masimo
patent claim."

Nellcor, a part of Tyco Healthcare, is dedicated to developing
innovative, clinically relevant medical products with an emphasis
on noninvasive patient safety monitoring and respiratory care.
Nellcor is the world's foremost supplier of pulse oximetry and
airway management products. For more information, visit
http://www.nellcor.com/

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

                        *    *    *

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

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


UNITED AIRLINES: Gets Go-Signal to Maintain Florida Self-Insurance
------------------------------------------------------------------
United Airlines Inc. and its-affiliates sought and obtained Judge
Wedoff's permission to continue to self-insure their workers'
compensation liabilities in Florida.  The Debtors also want to
recover a cash security deposit currently held by the Florida
Department of Financial Services and the Florida Division of
Treasury, Bureau of Collateral Management.

The Debtors self-insure their workers' compensation programs in
16 states, including Florida.  In the other 39 states, the
Debtors rely on third-party insurers.  To self-insure in Florida,
employers must post a security deposit with the State to cover
liabilities in the event of default.  Unlike most states,
however, in Florida, an employer cannot post cash.  Rather, an
employer must post either surety bonds or irrevocable Letters of
Credit.

Prior to the Petition Date, the Debtors entered into an agreement
with the Florida Department of Insurance to post $6,377,313 in
cash, with the understanding that the cash would be replaced with
a bond or Letter of Credit.  The State of Florida, by and through
the Florida Self-Insurers Guaranty Association, Inc., and the
Florida Department of Financial Services, has now demanded
replacement of the cash deposit and an $800,000 increase in the
security deposit to maintain the Debtors' right to self-insure in
Florida.

The Debtors sent Florida a $7,191,000 Letter of Credit issued
under the DIP Facility and requested release of their cash
deposit.  To date, the Insurance Department has declined to
release the Debtors' cash balance because the LOC does not
conform to its guidelines.

Under Florida law, an LOC securing self-insurance obligations must
include an "Evergreen Clause," providing that the LOC will
automatically renew upon its expiration unless the issuing bank
sends a notice of termination at least 90 days prior to
expiration.  Because of the terms of the DIP Facility and its
July 1, 2004, expiration date, which is also the expiration date
of the LOC, the DIP Facility agent and the Lenders will not issue
such an LOC with an Evergreen Clause. As a result, Florida
demanded that the Debtors replace the LOC by May 1, 2004, with a
qualifying LOC.

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 SALES: Gets Court Okay to Use HSBC's Cash Collateral
-----------------------------------------------------------
The United States Bankruptcy Court for the Western District of New
York approved a stipulation entered into between United Sales and
Leasing Company, Inc., and HSBC Bank, USA for the continued use of
cash collateral to finance ongoing operations.

On the Petition Date, the Debtor owed HSBC Bank USA $7,661,680
plus late charges, interest, costs and expenses.

Pursuant to the Loan Documents, HSBC is secured, among other
things, with a first priority mortgage lien on the real property
in Alliguippa, Pennsylvania and Dunkirk, New York; and first
priority, properly-perfected security interests and liens in and
on the Debtor's inventory, documents, instruments, accounts,
chattel paper, general intangibles, and certain of its equipment.

To provide HSBC with adequate protection of its interest in the
Prepetition Collateral, the Debtor grants the bank the same extent
and priority as existed prior to the petition date:

      a) a first lien on and a first priority, perfected
         security interest in all post-petition property of the       
         Debtor;

      b) a pledge of and lien on the Debtor's Accounts and all
         other bank accounts, if any; and

      c) a first lien on all recoveries of:

           (i) avoidable transfers, and
          (ii) tax payments or refunds recovered in the Debtor's
               Chapter 11 or 7 case.

As additional adequate protection, the Debtor will pay HSBC
$45,000 per month.

The Parties agree that the Debtor will utilize HSBC's cash
collateral according to the Budget:

                         3/22      3/29       4/05                                      
                         ----      ----       ----     
   Cash Available       862,774   936,774   1,057,274
   Total Disbursements  726,000   679,500     993,749
   Cash Balance         136,774    257,274     63,625  

                         4/12      4/19       4/26
                         ----      ----       ----
   Cash Available       863,525  1,008,786  1,070,644
   Total Disbursements  654,739    738,175    667,000
   Cash Balance         208,786    270,611    403,611

Headquartered in Dunkirk, New York, United Sales & Leasing Co.,
Inc., is a full service carrier, specializing in big, wide and
heavy loads.  The Company filed for chapter 11 protection on
January 23, 2004 (Bankr. W.D.N.Y. Case No. 04-10475).  Beth Ann
Bivona, Esq., and Daniel F. Brown, Esq., at Damon & Morey LLP
represent the Debtor in its restructuring efforts. When the
Company filed for protection from its creditors, it listed
$23,439,892 in total assets and $18,405,955 in total debts.


URBAN TELEVISION: Says Cash Still Sufficient to Fund 2004 Ops.
--------------------------------------------------------------
Urban Television Network Corporation is engaged in the business of
supplying programming to broadcast television stations and cable
systems.  Formerly the Company's business had been the marketing
of thermal burner systems that utilize industrial and agricultural
waste products as fuel to produce steam, which generates
electricity, air-conditioning or heat.

The Company has suffered recurring losses from operations. In
order for the Company to sustain operations and execute its
television broadcast and programming business plan,  capital will
need to be raised to support operations as the Company executes
its business  plan.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

The Company may raise additional capital through the sale of its
equity securities, or debt  securities.  Subsequent to year end
the Company has raised additional capital of approximately
$921,076 from $621,076 in bridge loans and $300,000 in cash from
the Wright Entertainment LLC subscription agreement.

Urban Television Network has financed its operations through a
combination of loans from stockholders, proceeds from convertible
promissory notes and revenues generated from operations.  The
Company has incurred cumulative losses of $8,667,309 from the
inception of the Company through December 31, 2003.

Current assets at December 31, 2003 were $636,283 which exceeded
current liabilities of $290,238 by $346,045.

The Company's continued growth, will require additional funds that
may come from a variety of  sources, including shareholder loans,
equity or debt issuances, bank borrowings and capital lease
financings.  Management currently intends to use any funds raised
through these sources to fund various aspects of continued growth,
including funding working capital needs,  performing digital
upgrades, funding key programming acquisitions, performing station  
capital upgrades, securing cable connections, funding master
control/ network equipment upgrades, acquisition of new stations
and making strategic investments.

Urban Television Network had net losses of $602,496 and $263,996
for the three months ended December 31, 2003 and 2002,
respectively.  Management expects these losses to continue as the
Company incurs operating expenses in the growth of its television
network and its affiliate  base and converts them to an African-
American format.  Management currently anticipates that revenues,
as well as cash from financings and equity sales, will be
sufficient to satisfy  operating expenses by the end of fiscal
2004. The Company may need to raise additional funds, however. If
adequate funds are not available on acceptable terms, the
Company's business, results of operations and financial condition
could be materially adversely affected.


US AIRWAYS: Fills Vacant Mgt. Positions with K. Harris & F. Cortez
------------------------------------------------------------------
US Airways has filled two vacant management positions and will
consolidate the two top positions of its wholly owned subsidiaries
Allegheny and Piedmont Airlines.

Kathleen Jackson Harris has been named US Airways' vice president
and deputy general counsel, a position that has been vacant for
approximately one month.

Keith D. Houk will take on the responsibilities of president and
chief executive officer of the combined Allegheny/Piedmont
Airlines following the retirement of Piedmont President and Chief
Executive Officer John F. Leonard on March 31, 2004.

Frank Cortez has been named managing director of US Airways'
Philadelphia Airport operations, filling a recently vacated
position.

Harris' and Cortez's appointments are effective immediately.

As vice president and deputy general counsel, Harris is
responsible for general corporate matters, including corporate
compliance, internal audit, Sarbanes-Oxley implementation and
environmental issues.

Prior to joining US Airways, Harris was a member of General
Electric's legal department for 11 years, and most recently held
the position of senior counsel, global compliance and acquisition
integration for GE Energy.  During the course of her career,
Harris has held key legal and compliance positions in the Auto
Financial Services business of GE Capital in Illinois, Singapore
and Ireland, and was assistant general counsel of the Philadelphia
Gas Works. She was an associate in the financial services group
with Blank Rome Comisky & McCauley, and a second vice president at
Chase Manhattan Bank.  Harris started her legal career as a
corporate associate at Weil Gotshal & Manges in New York.

"Kathleen has more than 20 years of experience in corporate law
and has successfully demonstrated her talents in a variety of
important positions," said Elizabeth K. Lanier, US Airways
executive vice president - corporate affairs and general counsel.

"John Leonard has dedicated more than 14 years to the US  irways
Express division and has contributed greatly to the successes of
Piedmont Airlines. We will miss his leadership and wish him the
best in his retirement," said Bruce Ashby, president of US Airways
Express.

Ashby added that Houk's knowledge of regional airline operations
is unequaled in the industry.  "Keith is a highly respected and
valuable member of this management team, with the skills needed to
bring both work groups together to form the most efficient
operation," he said.

Allegheny Airlines is being merged with Piedmont Airlines and will
operate under the name Piedmont Airlines, which is headquartered
in Salisbury, Md.  US Airways will continue to consolidate the
management teams of both carriers. Houk currently is Allegheny's
president and chief executive officer.

Cortez is now responsible for all of US Airways' ground functions
at Philadelphia International Airport, where US Airways and US
Airways Express operate 375 daily nonstop flights.

"Frank is a highly experienced veteran of the aviation industry
and a strong leader with a proven track record of managing
difficult situations," said Al Crellin, US Airways executive vice
president of operations. "Philadelphia is a cornerstone of the US
Airways franchise and is the mainstay to our international and
Caribbean network.  I can think of no one better to handle this
enormous responsibility."

Cortez has been closely involved with US Airways' efforts to
improve operational performance and customer service at
Philadelphia Airport, overseeing a task force of employees formed
last summer.  US Airways has more than 5,500 active employees in
Philadelphia.

During his career, he served in a number of senior-level positions
at major companies, including Eastern and Northwest Airlines,
Allied Signal Aerospace/Honeywell and Budget Group, Inc.  He is a
graduate of the University of Houston.

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.


US WIRELESS DATA: NBS Tech. Agrees to Acquire Synapse Gateway Unit
------------------------------------------------------------------
NBS Technologies Inc. (TSX: NBS) entered into an agreement to
acquire the Synapse gateway business from U.S. Wireless Data Inc.
("USWD") (OTC.BB: USWE). Synapse is the largest wireless point of
sale financial transaction gateway in North America. The
acquisition will occur as part of USWD's bankruptcy process, which
was initiated today.

USWD filed a voluntary petition under Chapter 11 of the US
Bankruptcy code. As part of that petition process, NBS has agreed
to pay US$5 million to acquire the complete Synapse gateway
business which includes customers and all associated assets,
resources and certain liabilities. The purchase price consists of
US$2.85 million in cash plus US$2.15 million in other
consideration. The acquisition is expected to close in the third
quarter of NBS's fiscal 2004 and is subject to bankruptcy court
proceedings and approval, as well as various closing conditions.

"Based on the success of our own FreedomGateT wireless and IP
commerce gateway in Canada, we have assessed several business
expansion strategies targeted to the United States, a market in
which we expect significant adoption and growth of wireless and IP
technology over the next few years", said David W. Nyland,
President and CEO of NBS Technologies Inc. "This acquisition
option advances our expansion into the United States market by
leveraging the existing Synapse customer base, certifications and
branding. In addition, we will continue to assess and progress
other expansion strategies to achieve our business objective of
being the market-leading provider of commerce gateway solutions in
North America".

About NBS Technologies

NBS Technologies is a leading provider of card personalization,
secure identity solutions, and point of sale transaction services
for financial institutions, governments, and corporations
worldwide. The company has specialized and complementary product
lines within its Commerce Gateway, Card Personalization and
Payment Solutions business units. NBS Technologies is a global
company with locations in Canada, the U.S. and the UK, along with
a worldwide dealer network. For more information, visit
http://www.nbstech.com/


VOLUME SERVICES: Declares Payments on Income Deposit Securities
---------------------------------------------------------------
Volume Services America Holdings, Inc., operating its businesses
under the trade name Centerplate (Amex: CVP) (TSX: CVP.un),
announced that a cash payment of U.S. $0.13 per Income Deposit
Security will be payable on April 20, 2004, to holders of record
of Income Deposit Securities at the close of business on April 8,
2004.  Each of the Income Deposit Securities issued by the Company
in its recent initial public offering is comprised of one share of
common stock and a subordinated note. The total payment of U.S.
$0.13 reflects a cash dividend of U.S. $0.066 per share of common
stock for the monthly period beginning March 20, 2004 and ending
April 19, 2004 and includes an interest payment of U.S. $0.064 for
the monthly period beginning March 20, 2004 and ending April 19,
2004 as provided in the subordinated note.

The Company noted that the dividend payment for March scheduled to
be made on March 20, 2004, was actually made on Monday, March 22,
2004 because March 20, 2004 fell on a Saturday.

The Company also announced that its first annual meeting of
security holders will take place Thursday, May 20, 2004 at 10 a.m.
(EDT) at the BI-LO Center, 650 North Academy Street, Greenville,
SC  29601.  The record date for determining the security holders
of the Company who are entitled to notice of and to vote at the
Annual Meeting will be the close of business on Thursday,
April 8, 2004.

Centerplate, the tradename for Volume Services America Holdings,
Inc.'s operating businesses, is a leading provider of catering,
concessions, merchandise and facilities management services for
sports facilities, convention centers and other entertainment
venues. Visit the company online at http://www.centerplate.com/

Volume Services America's balance sheet as of December 30, 2003
shows a working capital deficit of $734,000

                         *    *    *

As previously reported, Moody's Investors Service withdrew all its
ratings for Volume Services, Inc.

                        Withdrawn Ratings

        - B1 $184 million secured Bank Loan rating
        - B3 $100 million 11.25% senior subordinated notes
            (2009) rating
        - B1 Senior implied rating, and
        - B2 Long-term issuer rating.


VULCAN ENERGY: Amends Schedule 13D Regarding Plains Resources Deal
------------------------------------------------------------------
In response to the non-binding March 19th proposal by Leucadia
National Corporation and Pershing Square to acquire Plains
Resources Inc. (NYSE: PLX), Vulcan Energy Corporation announced
that it remains committed to consummating its acquisition of
Plains Resources for $16.75 per share in cash in accordance with
the terms of the merger agreement between Vulcan Energy and Plains
Resources. In that regard, on March 23rd, Vulcan Energy made a
presentation regarding the revised Leucadia proposal to the legal
and financial advisors to the Special Committee of the Board of
Directors of Plains Resources appointed to consider offers for
Plains Resources. On March 25th, Vulcan Energy filed with the
Securities and Exchange Commission an amendment to its Schedule
13D which included a copy of written presentation materials
delivered to the Special Committee's advisors.

Vulcan Energy is an affiliate of Vulcan Capital, the private
investment group of Vulcan Inc., founded by Paul G. Allen in 1986
to manage his personal and professional endeavors. Vulcan Capital
oversees a multibillion-dollar portfolio across diverse industry
sectors and investment asset classes. Its investments range from
early stage venture investments to public equity value investing,
leveraged buyouts, acquisitions, and distressed situations. Visit
Vulcan Capital online at http://capital.vulcan.com/

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB' rating and its recovery rating of '5' to Vulcan
Energy Corp.'s (BB/Stable/--) $175 million senior secured term
loan due 2010. The '5' recovery rating indicates expectation of
negligible recovery of principal (0% to 25%) in the event of
default.

The loan proceeds will be used to partially fund Vulcan Energy's
purchase of Plains Resources Inc.

"Vulcan Energy, along with Plains Resources' chairman and CEO
(referred to as the Management group), is acquiring all of Plains
Resources' outstanding stock at $16.75 per share or about $456
million in total enterprise value," said Standard & Poor's credit
analyst Steven K. Nocar.

The rating on Vulcan Energy's term loan reflects its reliance
entirely on quarterly distributions from Plains All American
Pipeline L.P. (PAA; BBB-/Stable/--) to support its debt service
and administrative expenses and the volatility associated with
these distributions. While limited partner unit distributions have
grown at a steady pace, a significant disruption in distributions
could impair Vulcan Energy's ability to service its debt.


WEIRTON STEEL: Brings-In Harry Davis & Co. as Auctioneers
---------------------------------------------------------
The Weirton Steel Debtors sought and obtained the Court's
authority to engage Harry Davis & Company as auctioneers to
conduct a public auction sale with reserve of certain Non-
Operating Real Property Assets.

Mark E. Freedlander, Esq., at McGuireWoods, in Pittsburgh,
Pennsylvania, reports that Harry Davis has considerable
experience in the sale of industrial real estate.  Harry Davis
conducts auction sales throughout the United States and has
licensed auctioneers and real estate agents on staff.  Harry
Davis is a licensed real estate broker in Pennsylvania and has
sold industrial properties across the United States.  Harry
Davis' clients have historically included steel companies,
financial institutions, law firms and a wide array of industrial
end users of property.  

Stanford G. Davis, a member of Harry Davis, assures the Court
that Harry Davis does not hold or represent any other entity
having an interest adverse to the Debtors or their estates in
connection with the Debtors' bankruptcy cases.  Harry Davis is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

The salient terms of the Debtors' agreement with Harry Davis are:

A. Buyers' Premium

   Davis will charge and retain a 6% buyer's premium as
   compensation for its services.  The Buyer's Premium is in
   addition to the sale price for each Non-operating Real
   Property Asset and will be paid by the Successful Bidder of
   each Non-operating Real Property Asset at the time of Closing.

B. Expenses

   Harry Davis will be reimbursed for reasonable expenses up to a
   maximum of $25,000 for actual out-of-pocket advertising and
   promotional expenses incurred in connection with the Real
   Property Auction Sale.  Expenses will be paid from proceeds of
   the sales of the Non-operating Real Property Assets.  Harry
   Davis will provide the Debtors with a detailed accounting of
   the Expenses prior to the payment of any Expenses by the
   Debtors from the sale proceeds.

C. Advertising and Marketing

   Harry Davis will market the Non-operating Real Property Assets
   to interested parties including potential users, investors,
   industrial companies and developers.  Harry Davis will place
   advertisements for the Non-operating Real Property Assets in
   newspapers including The Wall Street Journal, Weirton Times,
   Charleston Gazette Mail, Wheeling News Register, Pittsburgh
   Post Gazette, Steubenville Herald Star.  The Non-operating
   Real Property Assets will also be listed on the Davis website
   at http://www.harrydavis.com/ Harry Davis will show the Non-
   operating Real Property Assets to interested parties at
   scheduled preview dates and by private appointment. (Weirton
   Bankruptcy News, Issue No. 22; Bankruptcy Creditors' Service,
   Inc., 215/945-7000)  


WILLIAMS SCOTSMAN: Acquires Fleet of GE Modular Space Classrooms
----------------------------------------------------------------
Williams Scotsman purchased GE Modular Space's fleet of California
single-wide and double-wide "Division of State Architects" (DSA)
classrooms.  GE Modular Space, a unit of GE Equipment Services,
will continue to serve the California education market with a
focus on larger complex structures.

Most of the DSA classroom units acquired by Williams Scotsman,
nearly 3,800, are under lease to K-12 public schools throughout
Northern, Central and Southern California.  The addition of these
units to Williams Scotsman's existing relocatable classroom fleet
will further establish the company's position as one of the
largest lease classroom providers in California and the United
States.

"For many years, we have been committed to assisting California's     
educators with overcrowding by providing fast, safe and affordable     
relocatable classrooms.  We're very pleased this acquisition will
allow us to introduce many new schools to our dedicated family of
employees and our commitment to quality customer service," says
Bob Hansen, Vice President -- Western Region.

"The acquisition of GE's California single-wide and double-wide
DSA fleet offers significant strategic benefits to Williams
Scotsman, enhancing our value to our stock holders and investors,"
remarked Gerard Holthaus, Chairman, President and CEO.

Williams Scotsman, Inc. is North America's leading provider of
mobile and modular space, servicing more than 24,000 customers in
the United States and throughout North America.  With over 90
locations and a fleet of 94,000 mobile offices, modular classrooms
and storage units, Williams Scotsman is widely recognized for its
quality customer service with numerous awards and distinctions.  
For information, visit the company's Web site at
http://www.willscot.com/

                           *   *   *

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on mobile office unit lessor Williams Scotsman Inc.,
including the corporate credit rating to 'B' from 'B+'. The
outlook is negative.

"The downgrade is based on Williams Scotsman's weaker-than-
expected financial profile, caused by reduced earnings and cash
flow since 2001," said Standard & Poor's credit analyst Betsy
Snyder. "Over that period, the company's revenues have been
negatively affected by lower utilization rates and lease rates on
its rental fleet, as well as nonrecurring sales and delays of
certain projects," the analyst continued.

Ratings on Williams Scotsman Inc. reflect its weak financial
profile, substantial debt burden, and concerns regarding potential
covenant violations. Positive credit factors include the company's
large (approximately 25%) market share of the mobile office
leasing market and fairly stable cash flow despite weak earnings.
William Scotsman is a leading lessor of mobile office units in
North America. Its fleet consists of approximately 94,000 units
leased through a North American network of 86 locations. The
company's market share is comparable to that of GE Capital Modular
Space, with the third-largest competitor's market share less than
one-fourth the size of Williams Scotsman's, and the balance of the
industry highly fragmented. The company's customer base includes
construction, commercial/industrial, and education sectors.
Leasing mobile office units offers customers more flexibility and
lower costs than the construction of permanent facilities for
certain purposes. Historically, the industry has been somewhat
recession resistant, with utilization rates averaging 80%.
However, the most recent economic downturn has had a more
significant effect on the company, resulting in utilization rates
averaging 76% in the first nine months of 2003 along with pressure
on lease rates.


WORLDCOM: Judge Gonzalez OKs Stipulation Amending SunTrust Claim
----------------------------------------------------------------
SunTrust Bank, formerly known as SunTrust Bank, Central Florida,
N.A., is the Trustee to these Intermedia Communications Notes:

Notes                 Maturity         Amount      Indenture
-----                 --------         ------      ---------
11 1/4% Senior
Discount Notes          2007        $649,000,000   07/09/1997

8 7/8% Senior
Notes                   2007         260,250,000   10/30/1997

8 1/2% Senior
Notes                   2008         400,000,000   12/23/1997

8.60% Senior
Notes                   2008         450,000,000   05/27/1998

9 1/2% Senior
Notes                   2009         300,000,000   02/24/1999

12 1/4% Senior
Subordinated
Discount Notes          2009        364,000,000    02/24/1999

SunTrust filed Claim Nos. 19811 through 19816 against Intermedia
relating to these notes on January 23, 2003.

Accordingly, the Worldcom Inc. Debtors sought to expunge the
proofs of claim filed by the individual bondholders as duplicative
of the SunTrust Claims.

On July 29, 2003, Judge Gonzalez approved a stipulation between
the Debtors and SunTrust that allowed each of these claims for
purposes of voting and distribution under a plan of
reorganization:

Claim No.             Amount           Notes
--------              ------           -----
  19811            $263,069,008      12 1/4% Subordinated Notes
  19812             361,720,958      11 1/4% Senior Notes
  19813             119,110,694       8 7/8% Senior Notes
  19814             129,325,616       8 1/2% Senior Notes
  19815             127,103,465       9 1/2% Senior Notes
  19816             200,953,952       8.60% Senior Notes

To accurately reflect the principal and interest amounts for
purposes of distribution under the confirmed Plan, the Parties
again stipulate to amend Claim No. 19811, from $263,069,008 to
$262,829,975.  Judge Gonzalez approves the stipulation in its
entirety.

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)    


Z PROMPT INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Z Prompt Inc.
        15101 Redhill Avenue, Suite 220
        Tustin, California 92780

Bankruptcy Case No.: 04-11894

Type of Business: The Debtor assists management, end users,
                  equipment manufacturers and other leading
                  technology service companies by performing on-
                  site hardware maintenance and related services.
                  See http://www.zprompt.com/

Chapter 11 Petition Date: March 23, 2004

Court: Central District of California (Santa Ana)

Judge: James N. Barr

Debtor's Counsel: Dennis H. Johnston, Esq.
                  2895 Woodwardia Drive
                  Los Angeles, CA 90077
                  Tel: 310-470-0915

Total Assets: $10,000

Total Debts:  $1,224,775

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
AccuPoll Holding Corporation               $275,000
30 Executive Park, Ste 260
Irvine, CA 92614

Bank of America                            $250,000

Paul Muscos                                $225,084

AeroFund                                   $212,231

Imagel                                      $63,687

Laser Pros International                    $37,294

Q & E Products                              $30,056

Poeseidon Atlantic Corporation              $28,850

Bank of America                             $24,939

Samsung Parts Distribution                  $20,848

Lincoln Financial Group                     $16,991

Parts Now                                   $13,023

Blue Cross of California                     $6,226

Blue Cross of California                     $6,226

Bank of America Card Center                  $5,865

CompuCharts                                  $5,731

PC Care                                      $5,524

Computer Parts Unlimited                     $5,299

One Source Technologies                      $4,937

APX Computer Services, LLC                   $4,745


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total          
                                Shareholders  Total     Working   
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (175)         280      140
AK Steel Holdings       AKS         (53)       5,025      579   
Amazon.com              AMZN     (1,036)       2,162      568
Aphton Corp             APHT        (11)          16       (5)             
Arbitron Inc.           ARB         (18)         184      (25)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)     
Columbia Laboratories   CBRX         (8)          13        5
Cubist Pharmaceuticals  CBST         (7)         221      131    
Cedara Software         CDE          (2)          20      (12)  
Choice Hotels           CHH        (118)         265      (43)
Cherokee International  CHRK       (120)          64       15
Compass Minerals        CMP         (90)         644      101
Caraco Pharm Labs       CPD         (20)          20       (2)  
Volume Services         CVP          (5)         280      (11)    
Centennial Comm         CYCL       (579)       1,447      (98)     
Diagnostic Imag         DIAM          0           20       (3)     
Echostar Comm           DISH     (1,206)       6,210    1,674
Deluxe Corp             DLX        (298)         563     (309)  
Education Lending Group EDLG        (26)       1,481      N.A.                
Eyetech Pharma          EYET        (78)          76       62
Graftech International  GTI         (95)         980      105   
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Journal Register        JRC          (4)         702      (20)
Kinetic Concepts        KCI         (80)         618      244
KCS Energy              KCS         (30)         268      (16)   
Lodgenet Entertainment  LNET       (101)         298       (5)
Lucent Technologies     LU       (3,371)      15,765    2,818        
Memberworks Inc.        MBRS        (20)         248      (89)   
Millennium Chem.        MCH         (46)       2,398      637  
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154  
McMoRan Exploration     MMR         (31)          72        5
Maxxam Inc.             MXM        (582)       1,107      133     
Niku Corp.              NIKU         (4)          30        1
Nuvelo Inc.             NUVO         (4)          27       21  
Northwest Airlines      NWAC     (1,775)      14,154     (297)   
ON Semiconductor        ONNN       (498)       1,144      201   
Airgate PCS Inc.        PCSAD      (293)         574     (364)    
Petco Animal            PETC        (11)         555      113
Pinnacle Airline        PNCL        (48)         128       13       
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q        (1,106)      26,216   (1,132)   
Quality Distribution    QLTY       (126)         387       19   
Rite Aid Corp           RAD         (93)       6,133    1,676    
Revlon Inc.             REV      (1,726)         892      (32)
Sepracor Inc            SEPR       (619)       1,020      728
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT          0           64       33     
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)  
Thermadyne Holdings     THMD       (665)         297      139                 
TiVo Inc.               TIVO        (25)          82        1   
Triton PCS Holdings     TPC        (180)       1,519       52     
Tessera Technologies    TSRA        (74)          24       20
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)    
Ultimate Software       ULTI         (7)          31      (10)    
Universal Technical     UTI         (36)          84       29    
Valence Tech            VLNC        (17)          36        4
Warnaco Group           WRNC     (1,856)         948      471         
Western Wireless        WWCA       (464)       2,399     (120)   
Expressjet Holdings     XJT         (10)         510       15   
Xoma Ltd.               XOMA        (11)          72       30
            
                           *********

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 ***