TCR_Public/040331.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, March 31, 2004, Vol. 8, No. 64

                           Headlines

AAIPHARMA: Battles Class Action Lawsuit Amid Sales Practice Probe
AFC ENTERPRISES: Files Annual Report on Form 10-K for 2003
AGCO CORP: Commencing Public Offering of Senior Subordinated Notes
AIR CANADA: CUPE Wants Blueprint for Rebuilding, Not Profiteering
AIR CANADA: Canadian Court Extends CCAA Stay Until April 15

ALDEAVISION INC: Reaches Pact with Miralta to Restructure Debts
AMERICAN HOMEPATIENT: December Balance Sheet Upside-Down by $34M
AMERICAN SAFETY: Improved Performance Earns S&P's Positive Watch
AMSCAN HLDGS: S&P Puts Ratings on Watch Following Acquisition News
ANC RENTAL: Liberty Mutual Demands Payment of Admin. Claims

ASCENT ASSURANCE: Reports Mar. 24 Expiration of Stock Warrants
AVISTA CORP: Redeeming 7-7/8% Ser. A Trust Preferred Securities
BIONOVA: Completes Fin'l Restructuring & Going-Private Transaction
BUDGET GROUP: Clifton Lakes Seeks to Continue Tennessee Suit
CABLEVISION: S&P Places B+ Sr. Unsec. Notes Rating on Watch Neg.

CALIFORNIA IMAGE: Case Summary & 20 Largest Unsecured Creditors
CELESTICA: S&P Cuts Credit Rating to BB on Poor Oper. Performance
CONMACO/RECTOR: Hires Lugenbuhl Wheaton as Bankruptcy Counsel
CORBAN COMMUNICATIONS: Retains Baker Botts as Bankruptcy Counsel
COVANTA: Remaining Debtors Get OK to Obtain Replacement Financing

DELTA AIR: Taps diego + heymann as Ad Agency for Hispanic Market
DRESSER INC: Fourth Quarter 2003 Revenues Up to $473 Million
DUO DAIRY LTD: Case Summary & 20 Largest Unsecured Creditors
ENRON CORP: Proposes to Sell Megs LLC for $3.8 Million
FEDERAL FORGE: Employing Carson Fischer as Bankruptcy Counsel

FELCOR LODGING: Commencing Series A Preferred Stock Offering
FELCOR LODGING: S&P Rates Convertible Preferred Stock at CCC
FIBERMARK: Files Voluntary Chapter 11 Petitions in Vermont
FLEMING COMPANIES: Wants to Reject 25 Former Employee Agreements
GLOBAL CROSSING: Launches 3 Voice-over-Internet Protocol Services

HARRAH'S ENTERTAINMENT: Sets Q1 Conference Call for April 21
HIGH VOLTAGE: Employs Fried Frank as Bankruptcy Attorney
HOLLYWOOD ENTERTAINMENT: Merger News Spurs S&P to Watch Ratings
HAYNES INT'L: Files for Chapter 11 Protection in S.D. Indiana
HAYNES INT'L: Case Summary & 20 Largest Unsecured Creditors

IMC GLOBAL: Amends Existing $460 Million Senior Credit Facility
IT GROUP: Reaches Settlement for California DTSC Claims
KEY ENERGY: Delays Filing of 2003 Report & Expects Write-Down
LARSCOM: Auditor PricewaterhouseCoopers Airs Going Concern Doubts
LINKAIREI LLC: Voluntary Chapter 11 Case Summary

LIVING CENTER: Case Summary & 20 Largest Unsecured Creditors
MATRIA: Launches Tender Offer & Consent Solicitation for 11% Notes
MATRIA: Discloses Details of Tender Offer & Waiver Solicitation
METALDYNE: Delays Form 10-K Filing Due to Independent Inquiry
METROCALL: Executes Definitive Merger Agreement with Arch Wireless

MILLENNIUM CHEMS: Inks Definitive Pact to Combine with Lyondell
MILLENNIUM CHEMS: Taps Weil Gotshal as Adviser for Lyondell Merger
MILLENNIUM CHEMS: S&P Watches Ratings over Lyondell Merger News
MIRANT CORP: Brings-In Stoneleigh Huff as Real Estate Broker
MONET MOBILE: Chapter 11 Trustee Hires Miller Nash as Counsel

NAT'L CENTURY: Inks Claims Settlement Pact with New England Home
NEW CENTURY: Board Okays Plan of Liquidation and Dissolution
NORTEL: OneConnect to Invest $20M for Advanced Multimedia Services
NORTEL: Gets Continued Access Waiver from Export Dev't Canada
OMEGA: Declares Regular Quarterly Preferred Dividends

OREGON ARENA: Files Plan and Disclosure Statement in Oregon
PACIFIC GAS: Settlement Brings an End to IRS Tax Claim Disputes
PARMALAT: Court Okays Payment of Higher-than-Expected Milk Claims
PER-SE TECHNOLOGIES: S&P Watches Ratings After 10-K Filing Delay
PG&E NAT'L: Court Okays GenHoldings Projects Transfer Settlement

RADNOR HLDGS: Proposes $70 Million Senior Secured Debt Offering
RAYOVAC: President & COO to Present at BofA Conference on Apr. 1
REDSTONE RESOURCES: Case Summary & 20 Largest Unsecured Creditors
ROCKFORD CORP: Closes $45 Million Asset-Based Credit Facility
SOLUTIA: Unsecured Panel Wants to Intervene in Debtors' Lawsuits

SUPERIOR ESSEX: Commencing $275 Million Senior Debt Offering
SUPERIOR ESSEX: S&P Assigns B Rating to $275Mil. Sr. Unsec. Notes
TAYLOR-DYKEMA: Case Summary & 20 Largest Unsecured Creditors
THOMPSON PRINTING: Wants Continued Use of Cash Collateral
TOYS R US: Fitch Downgrades Senior Notes' Rating a Notch to BB

TROPICAL SPORTSWEAR: Sells Fla. Admin. Building for $9.2MM Cash
TYCO INT'L: Board Approves Stock Awards for CEO Edward Breen
TYCO INT'L: Sells Sonitrol Business Unit for $125.5 Million
UNITED AIRLINES: Gets Go-Signal to Hire Mayer as Special Counsel
UNITED SPECIALTIES: Cibo Vinum Gets Favorable Arbitration Decision

VICORP RESTAURANTS: S&P Rates $150-Mil. Rule 144A Sr. Notes at B
WEIRTON: Gets Clearance to Assign Contracts to Successful Bidder
WICKES: Receives Final Court Approval of $115 Mil. DIP Financing
WORLDCOM: Signs Stipulation Allowing Wilmington Trust's $24B Claim

* McGraw-Hill Companies Appoint Kathleen Corbet as S&P President
* Chadbourne & Parke LLP Refocuses Private Equity Group

* Upcoming Meetings, Conferences and Seminars

                           *********

AAIPHARMA: Battles Class Action Lawsuit Amid Sales Practice Probe
-----------------------------------------------------------------
The share price of aaiPharm, Inc. (Nasdaq: AAII) continues to
plunge as a result of the investigation into Company's improper
sales practices.  In addition, aaiPharma's Chief Executive stepped
down amid the probe into the Company's product sales.

Abbey Gardy, LLP, a nationally recognized class action securities
law firm commenced a Class Action lawsuit in the United States
District Court for the Eastern District of North Carolina on
behalf of a class of all persons who purchased or acquired
securities of aaiPharma between April 24, 2002, and February 27,
2004, inclusive.  You can obtain a copy of the complaint filed
from the Court or from Abbey Gardy, LLP at:

     http://www.abbeygardy.com/download/aaipharma_comp.pdf

The complaint alleges that throughout the Class Period defendants
failed to disclose that the Company's stellar financial results
were only made possible through improper sales practices, such as
"channel stuffing" or flooding wholesalers with products in order
to artificially boost sales, and failing to properly reserve for
product returns in violation of Generally Accepted Accounting
Principles.

Plaintiff seeks to recover damages on behalf of all those who
purchased or otherwise acquired aaiPharma securities during the
Class Period.  If you purchased or otherwise acquired aaiPharma
securities during the Class Period, and either lost money on the
transaction or still hold the securities, you may wish to join in
the action to serve as lead plaintiff.  If you purchased aaiPharma
securities during the Class Period, you may, no later than
April 13, 2004, request that the Court appoint you as lead
plaintiff.

A lead plaintiff is a representative party that acts on behalf of
other class members in directing the litigation. In order to be
appointed lead plaintiff, the Court must determine that the class
member's claim is typical of the claims of other class members,
and that the class member will adequately represent the class.
Under certain circumstances, one or more class members may
together serve as "lead plaintiffs."  Your ability to share in any
recovery is not, however, affected by the decision whether or not
to serve as a lead plaintiff.

                        *   *   *

Standard & Poor's Ratings Services placed its 'B+' corporate
credit, 'BB-' senior secured, and 'B-' subordinated debt ratings
on aaiPharma Inc. on CreditWatch with negative implications.

"The action reflects Standard & Poor's increasing concerns
regarding aaiPharma's cash flow generation prospects and near-term
liquidity due to significant uncertainties surrounding the sales
of two of its main pharmaceutical products," said Standard &
Poor's credit analyst Arthur Wong.


AFC ENTERPRISES: Files Annual Report on Form 10-K for 2003
----------------------------------------------------------
AFC Enterprises, Inc. (Ticker: AFCE), the franchisor and operator
of Popeyes(R) Chicken & Biscuits, Church's Chicken(TM),
Cinnabon(R) and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally, announced
its financial results for the fiscal year 2003.

Fiscal year 2003 versus fiscal year 2002 highlights include:

     - System-wide sales at AFC's 4,091 restaurants, bakeries and
       cafes increased 2.3 percent versus 2002.

     - Franchise revenues increased 4.1 percent, or $4.5 million,
       to $114.3 million in 2003 compared to $109.8 million in
       2002.  This improvement was primarily attributable to an
       increase in franchise royalties as a result of new unit
       growth and the conversion of company-operated units.

     - Total revenues in 2003 were $459.3 million compared with
       $524.7 million in 2002.  This 12.5 percent decrease in
       total revenues was primarily driven by the sale of 174
       company-operated units to franchisees throughout 2002.

     - Consolidated operating profit was $0.6 million in 2003
       compared with $69.1 million in 2002.  Included in the
       results for 2003 were charges for impairment of non-current
       assets of $46.1 million, restatement costs of $12.6
       million, and other costs related to unit closures and
       refurbishments of $3.2 million.

     - The Company reported a net loss of $9.1 million, or $(0.33)
       per diluted share, in 2003 compared to a net loss of
       $(11.7) million, or $(0.37) per diluted share, in 2002.  
       The net loss was primarily the result of the impairment
       charges and restatement costs highlighted above.

     - AFC generated $50.1 million in net cash provided by
       operating activities from continuing operations in 2003
       compared to $91.1 generated in 2002, representing a $41.0
       million decrease in net cash generated over the prior year.  
       This decrease was primarily driven by restatement expenses,
       no unit conversions in 2003, severance costs and consulting  
       fees, in addition to declining same-store sales.

Chairman and CEO Frank Belatti stated, "Another major milestone
has been accomplished as we release our 2003 financial results.  
The Company was confronted with significant challenges in 2003 but
we used this time to critically assess the enterprise.  We are
taking a fresh look at our brand portfolio, our systems, our
processes, our staffing and our overall business. With this
mindset, we expect to take deliberate actions that will unlock
value as a whole in 2004."

              Financial Performance Review

System-wide sales at AFC's 4,091 restaurants, bakeries and cafes
were $2.61 billion in 2003 compared to $2.55 billion in 2002. The
composition of system-wide sales for 2003 consisted of $1.5
billion from Popeyes, $900 million from Church's, $211 million
from Cinnabon and $30 million from Seattle's Best Coffee
international division.  System-wide sales represents combined
sales of all restaurants, bakeries and cafes that AFC operated or
franchised in 2003, excluding retail and wholesale sales from the
operations of the Seattle Coffee Company that was sold to
Starbucks Corporation in July of 2003.

Franchise revenues increased 4.1 percent from $109.8 million in
2002 to $114.3 million in 2003.  This franchise revenue gain was
largely due to an increase in royalties resulting from a net
increase in the number of franchised units, which included the
sale of 174 units to franchisees in 2002.

AFC's total revenues in 2003 decreased $65.4 million, or 12.5
percent, to $459.3 million compared to $524.7 million in 2002.  
Sales from company-operated restaurants decreased $62.5 million
and was primarily attributable to having 174 fewer company-
operated restaurants as a result of selling these units to
franchisees in 2002 and a net decrease in company-owned same-store
sales in 2003 compared to 2002.  Total revenues were also impacted
due to not receiving any conversion related fees in 2003.

Consolidated operating profit for AFC was $0.6 million in 2003
compared to $69.1 million in 2002.

AFC reported diluted earnings per share of $(0.33) in 2003 versus
$(0.37) diluted earnings per share in 2002.

For fiscal year 2003, AFC reported net cash provided by operating
activities from continuing operations of $50.1 million compared to
$91.1 million in 2002.  This decrease was primarily due to
expenses associated with the restatement, impact of no unit
conversions in 2003, employee severance costs and consulting fees,
along with declining same-store sales.

                 2004 Key Business Matters Update
                     Operational Expectations
                 Domestic Same-store Sales Growth

AFC reconfirms its previously projected full year 2004 blended
domestic system-wide same-store sales of up 1.0-2.0 percent.  The
Company now expects Church's full year 2004 domestic system-wide
same-store sales growth to be up 1.0-2.0 percent versus previous
projections of flat to up 1.0 percent.  Our expectations for
domestic same-store sales growth for Popeyes and Cinnabon remain
unchanged at up 1.0-2.0 percent and up 2.5-3.5 percent,
respectively.

                    New System-wide Openings

The Company continues to expect 315-345 new unit openings in 2004.  
This figure is comprised of 170-180 Popeyes restaurants, 55-65
Church's restaurants, 65-70 Cinnabon bakeries, and 25-30 Seattle's
Best Coffee international cafes. This estimate represents 175-215
net new units as a result of an estimated 130-140 unit closings.

                            Commitments

AFC remains comfortable with its previously announced estimate of
signing 550-600 new commitments for future development in 2004.  
By brand, this is comprised of 325-350 commitments for Popeyes,
125-135 for Church's, and 100-115 for Cinnabon.  This estimate is
dependent on the timing of finalizing the Company's franchise
offering circulars and state franchise registrations, both of
which are expected to be fully completed by the end of the first
quarter of 2004.

Commenting on AFC's operational performance, Dick Holbrook,
President and COO of AFC Enterprises, stated, "The Company is
excited that we can now complete our franchise offering circulars
and renew our state franchise registrations. AFC plans to
aggressively reengage in domestic franchise sales activities after
being out of the market since March of 2003.  In addition, the
Company has increased its domestic same-store sales growth
projection for Church's as the brand continues to see benefits
from the introduction of new products, focused operational
improvements and new talent in key roles."

                    Other Key Business Matters
                    Status of 2003 10-Q Filings

AFC expects to file its Quarterly Reports on Form 10-Q for the
first three quarters of 2003 as soon as possible. Upon completion
and filing of such statements, the Company will immediately begin
the Nasdaq listing application process.

                     2004 Earnings Guidance

After the filing of the Company's 2003 Quarterly Reports on Form
10-Q, AFC will release quarterly and full year earnings guidance
for 2004, in addition to providing performance insight for 2005.  
At that time, AFC will host a conference call to review such
information.

                        2004 Expenses

AFC expects to incur $6-$7 million of expenses in 2004 related to
increased consulting fees and audit fees primarily attributable to  
internal controls audit required under the Sarbanes-Oxley Act,
costs for implementation and training for enhanced IT systems, and
legal expenses associated with shareholder litigation.

Chief Financial Officer Fred Beilstein summarized, "Upon the
filing of our 2003 10-Q's and an amended Form 10-K to incorporate
the quarterly financial information omitted from the Form 10-K
filed today, the Company will be current with its financial
filings. This will enable AFC to have an in-depth discussion about
the 2004 earnings capacity of the business, in addition to the
Company's growth capabilities for 2005.  I have now been at AFC
for almost three months and my immediate focus is to return the
Company to a normalized financial reporting discipline, further
drive our process and organizational improvements, focus on value
enhancers such as managing costs, capital, real estate and
investments, along with critically evaluating the portfolio.  My
singular objective is to help generate additional value for our
stakeholders."

                    Corporate Profile

AFC Enterprises, Inc. is the franchisor and operator of 4,091
restaurants, bakeries and cafes as of February 22, 2004, in the
United States, Puerto Rico and 36 foreign countries under the
brand names Popeyes(R) Chicken & Biscuits, Church's Chicken(TM)
and Cinnabon(R), and the franchisor of Seattle's Best Coffee(R) in
Hawaii, on military bases and internationally. AFC's primary
objective is to be the world's Franchisor of Choice(R) by offering
investment opportunities in highly recognizable brands and
exceptional franchisee support systems and services. AFC
Enterprises had system-wide sales of approximately $2.6 billion in
2003 and can be found at http://www.afce.com/

                         *    *    *

On August 25, 2003, Standard & Poor's Ratings Services raised  
the Company's senior secured bank loan ratings to 'B' from
'CCC+'.  S&P's single-B rating means the obligation is vulnerable
to nonpayment but the obligor currently has the capacity to meet
its financial commitment on the obligation.  Adverse business,
financial, or economic conditions, S&P explains, will likely
impair the obligors capacity or willingness to meet its financial
commitment on the obligation.  Additionally, on August 28, 2003,
Moody's Investor Service lowered the Company's secured credit
facility rating from Ba2 to B1.  A single-B rating from Moody's
indicates that assurance of interest and principal payments or
maintenance of other terms of the contract over any long period of
time may be small.


AGCO CORP: Commencing Public Offering of Senior Subordinated Notes
------------------------------------------------------------------
AGCO Corporation (NYSE: AG), a worldwide designer, manufacturer
and distributor of agricultural equipment, intends to commence an
offering for its account of euro 200 million senior subordinated
notes in a fully underwritten public offering. AGCO expects to use
the proceeds to redeem the $250 million principal amount of its 8-
1/2% senior subordinated notes due 2006.  The prospectus
supplement for the offering is expected to be filed with the
Securities and Exchange Commission during the week of
April 5, 2004, and the offering is expected to launch shortly
thereafter.

Morgan Stanley & Co. International Limited and Bear, Stearns
International Limited will act as joint-bookrunners and lead
underwriters for the proposed offering.

                      *    *    *

As reported in the Troubled Company reporter's January 9, 2004
edition, Standard & Poor's Rating Services assigned its 'BB+'
senior secured bank loan rating, the same level as the corporate
credit rating, to AGCO Corp.'s $750 million senior secured bank
credit facility and placed the new rating on CreditWatch with
negative implications.

At the same time, Standard & Poor's assigned its recovery rating
of '2' to the bank credit facility, indicating substantial
recovery of principal (80%-100%) in the event of a default. The
'BBB-' rating on the previous bank credit facility was withdrawn.

At the same time, Standard & Poor's said that the 'BB+' corporate
credit and all other ratings on AGCO will remain on CreditWatch
with negative implications, where they were placed on Sept. 10,
2003.


AIR CANADA: CUPE Wants Blueprint for Rebuilding, Not Profiteering
-----------------------------------------------------------------
The Canadian Union of Public Employees "will be studying Air
Canada's new business plan carefully to ensure it is a blueprint
for rebuilding the airline and not a plan for profiteering at the
expense of employees," said Air Canada Component president Pamela
Sachs.

The union was responding to Justice Farley's extension to April
15th of the deadline for the airline to emerge from bankruptcy
protection. CUPE had asked for the business plan produced by Air
Canada and shared with Trinity, but not with employee groups, and
today the court agreed.

"Air Canada needs a commitment to quality, service and safety and
it needs to rebuild a great team that can win back its reputation
for service excellence and compete with the rest of the world - an
airline that serves Canadians and their needs," Sachs said. "Air
Canada needs investors who are committed to meeting these
objectives, not profiteers. It's up to Mr. Li and company to show
their true colours."

"Air Canada's future cannot be secured with a never-ending list of
concessions from employees. That climate of uncertainty and
intimidation has failed the airline. We need an end to the
negative environment that detracts from employees' commitment to
go the extra mile," said Sachs. "We've proven we're committed to
the airline by giving up billions to keep it flying. Now it's time
for Mr. Li and Trinity to show their commitment."

"We look forward to seeing the business plan we called for last
week. Are the unseemly management bonuses still on the table? Will
creditors and suppliers now be asked to contribute fairly? Is a
new relationship with employees, one that leaves intimidation and
confrontation behind, part of Air Canada's plan to turn this
airline around?" asked Sachs. "No one has more at stake than Air
Canada's employees. That is why we want to be part of the
solution."

On March 26th CUPE wrote to Victor Li setting out a five-point
plan with essential first steps needed for Air Canada to once
again become a pre-eminent airline.  The letter is available at
http://www.accomponent.ca/


AIR CANADA: Canadian Court Extends CCAA Stay Until April 15
-----------------------------------------------------------
Justice Farley of the Ontario Superior Court approved an extension
of the original stay period granted to Air Canada on April 1, 2003
to April 15, 2004.

The short extension will allow the parties a final opportunity to
resolve outstanding conditions required for the Trinity Equity
Investment to go forward including a resolution of the outstanding
pension funding and design issues. Air Canada shall report to the
Court on April 15, 2004 regarding the progress of these final
discussions and, if favorable, provide a detailed timeline for the
holding of a creditors' meeting and completion of the
restructuring.

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


ALDEAVISION INC: Reaches Pact with Miralta to Restructure Debts
---------------------------------------------------------------
AldeaVision Inc. reached an agreement in principle with Miralta
Capital II Inc. acting on behalf of the beneficial holders of
AldeaVision's $4.6 million debenture due January 14, 2005, and as
creditor for AldeaVision's $2 million credit facility which will
lead to the restructuring of both debts.

Under the proposed restructuring of the debenture: (i) its term
will be extended by one year to January 14, 2006; (ii) $430,000 of
unpaid interest thereon will be capitalized and a further $100,495
of unpaid interest will be forgiven (iii) its conversion price
will be lowered from $1.25 per share to $0.16 per share; and (iv)
the forced conversion provision will be modified to allow for the
forced conversion by AldeaVision if the market price of
AldeaVision's common shares is at least $0.25 per share for twenty
consecutive trading days. With respect to the credit facility, it
is contemplated that the facility will be transformed into a
convertible debenture in the principal amount of $2.5 million on
identical terms and conditions as the modified $4.6 million
debenture, including a conversion price of $0.16 per share.

The whole debt restructuring is subject to the prior approvals of
the Board of Directors of AldeaVision, the TSX Venture Exchange
and the Canadian securities regulatory authorities.

Montreal-based AldeaVision Inc. is an innovative provider of
broadcast quality video networking services and solutions for the
television, film and media industries. The AldeaVision Global
Video Network uses digital facilities over broadband fiber
networks and is designed to provide seamless end-to-end
broadcast digital video connections among broadcasters, content
producers, post-production and media companies. AldeaVision
services are available in Miami, New York, Washington D.C, Los
Angeles, Toronto, Montreal, Mexico City, Lima, Peru and Caracas,
Venezuela. Additional information is available at
http://www.aldeavision.com/


AMERICAN HOMEPATIENT: December Balance Sheet Upside-Down by $34M
----------------------------------------------------------------
American HomePatient, Inc. (OTC: AHOM) reported net income of $4.7
million and revenues of $86.9 million for the fourth quarter ended
December 31, 2003. For the year ended December 31, 2003, the
Company reported net income of $14.0 million and revenues of
$336.2 million.

The Company's revenues of $86.9 million for the fourth quarter of
2003 represent an increase of $5.2 million, or 6.4%, over the
fourth quarter of 2002. The Company's revenues for the twelve
months of 2003 of $336.2 million represent an increase of $16.5
million, or 5.2%, over 2002. In March of 2002, the Company sold
substantially all of the assets of an infusion center, which
contributed $2.0 million in revenues during 2002. Excluding the
revenues of the sold center in 2002, same-location revenues in
2003 increased $18.5 million, or 5.8%, compared to the same period
of last year. The Company's revenue growth for the fourth quarter
and year ended December 31, 2003 was all internally generated and
primarily was attributable to the Company's sales and marketing
efforts.

The Company's net income of $4.7 million for the fourth quarter of
2003 compares to net income of $8.2 million for the fourth quarter
of 2002. Net income for the fourth quarter includes approximately
$0.3 million of reorganization items related to the bankruptcy
proceedings. Adjusted net income is a non-GAAP financial measure
that is calculated as revenue less expenses other than
reorganization items, Chapter 11 financial advisory expenses
incurred prior to filing bankruptcy, cumulative effect of change
in recent accounting principle, gain on sale of assets of center,
provision for (benefit from) federal income taxes, and includes
non-default interest expense. Adjusting for these reorganization
items, adjusted net income for the fourth quarter of 2003 would
have been $5.0 million. Net income for the fourth quarter of 2002
does not include approximately $5.3 million of non-default
interest expense that would have been paid had the Company not
sought bankruptcy protection and includes $1.6 million of
reorganization items. Including the non-default interest expense
not paid and excluding the reorganization items and the Chapter 11
financial advisory expenses, the Company would have had adjusted
net income of $4.4 million in the fourth quarter of 2002.

The Company's net income of $14.0 million for the twelve months of
2003 compares to a net loss of $(61.2) million for the same period
of 2002. Net income for 2003 includes approximately $4.1 million
of reorganization items and does not include approximately $10.0
million of non-default interest expense that would have been paid
during the period had the Company not sought bankruptcy
protection. The Company's net loss of $(61.2) million for the year
ended December 31, 2002 does not include approximately $8.7
million of non-default interest expense that would have been paid
during the period had the Company not sought bankruptcy protection
and includes a $68.5 million charge for the cumulative effect of a
change in accounting principle associated with the Company's
adoption of Statement of Financial Accounting Standards No. 142
("Goodwill and Other Intangible Assets"), a federal income tax
benefit of $1.9 million, a gain on the sale of the assets of an
infusion center of $0.7 million, reorganization items of $5.5
million, and Chapter 11 financial advisory expenses incurred prior
to filing bankruptcy of $0.8 million. Excluding these items in
2002 and including the non-default interest expense that was not
paid in 2002, the Company's adjusted net income for the year ended
December 31, 2002 would have been $2.3 million. Excluding the
reorganization items in 2003 and including the non-default
interest expense that was not paid in 2003, the Company would have
had adjusted net income of $8.1 million for the year ended
December 31, 2003. The $5.8 million increase in adjusted net
income for the year ended December 31, 2003 compared to the same
period in 2002 is primarily the result of increased same-location
revenues and lower bad debt expense.

Earnings before interest, taxes, depreciation, and amortization
(EBITDA) is a non-GAAP financial measurement that is calculated as
revenues less expenses other than interest, taxes, depreciation
and amortization. EBITDA for the fourth quarter of 2003 and for
the fourth quarter of 2002 was $15.4 million and $13.5 million,
respectively. For the fourth quarter of 2003, adjusted EBITDA
(EBITDA excluding reorganization items of $0.3 million and other
income of $0.4) was $15.3 million or 17.6% of revenues. For the
fourth quarter of 2002, adjusted EBITDA (EBITDA excluding
reorganization items of $1.6 million and other income of $0.3
million) was $14.7 million or 18.0% of revenues. For the twelve
months of 2003, adjusted EBITDA (EBITDA excluding reorganization
items of $4.1 million and other income of $0.7 million) was $50.6
million or 15.1% of revenues. For the period of 2002, adjusted
EBITDA (EBITDA excluding the cumulative effect of change in
accounting principle of $68.5 million, reorganization items of
$5.5, Chapter 11 financial advisory expenses incurred prior to
filing bankruptcy of $0.8 million, a gain on sale of assets of a
center of $0.7 million, and other expense of $0.2 million) was
$48.3 million or 15.1% of revenues.

Overall, operating expenses increased in the fourth quarter and
the year ended December 31, 2003 compared to the same periods in
2002 by approximately $3.4 million and $6.8 million, respectively,
primarily due to increased insurance expenses and higher
personnel-related expenses. These expenses were partially offset
by lower bad debt expense for 2003. As a percent of revenues, bad
debt expense declined from 3.6% in 2002 to 3.1% in 2003. The
reduction in bad debt expense primarily is the result of continued
operational improvements and processing efficiencies at the
Company's billing centers.

American HomePatient, Inc.'s Dec. 31, 2003, balance sheet
discloses a total stockholders' deficit of $34,249,000.

                       Reimbursement Changes

In December 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 (the "Act") was signed into law. Several
provisions in the Act, as described below, will have a material
adverse impact on the Company's future operating results and
financial condition.

Effective January 1, 2004, the reimbursement rate for inhalation
drugs used with a nebulizer was reduced from 95% of the average
wholesale price to 80% of the average wholesale price. Effective
January 1, 2005, the reimbursement rate for inhalation drugs is
scheduled to be further reduced to the average manufacturers'
selling price plus six percent. As this 2005 reimbursement rate
will not cover the cost of providing inhalation drugs, management
believes that the Company and other providers of inhalation drugs
will exit the inhalation drug business, thereby creating
difficulties for Medicare beneficiaries to obtain these drugs. The
Company is undertaking a number of efforts aimed at addressing
this issue with the hope of modifying the reimbursement reduction
for inhalation drugs scheduled to go into effect on January 1,
2005, but there can be no assurance that these efforts will be
successful.

Also effective January 1, 2005, the reimbursement rates for 16
durable medical equipment and respiratory items will be reduced to
the median Federal Employee Health Benefit Plan rates.

The Act also includes a freeze in reimbursement rates for certain
durable medical equipment fixing reimbursement rates at those in
effect on October 1, 2003, until the roll out of a national
competitive bidding system scheduled to begin in 2007.

In addition to the reimbursement changes contained in the Act, the
executive branch of the federal government recently released the
fiscal year 2005 budget for the Department of Health and Human
Services that contained a provision to eliminate the Medicare
capped rental program. If this provision of the budget is
approved, the fourteenth and fifteenth month rental and semi-
annual maintenance payments for certain durable medical equipment
items rented to our patients would be eliminated.

Management is taking a number of steps in an effort to reduce the
expected impact of these reimbursement rate reductions including
initiatives to grow revenues, improve productivity, and reduce
costs.

American HomePatient, Inc. is one of the nation's largest home
health care providers with 286 centers in 35 states. Its product
and service offerings include respiratory services, infusion
therapy, parenteral and enteral nutrition, and medical equipment
for patients in their home. American HomePatient, Inc.'s common
stock is currently traded in the over-the-counter market or, on
application by broker-dealers, in the NASD's Electronic Bulletin
Board under the symbol AHOM.


AMERICAN SAFETY: Improved Performance Earns S&P's Positive Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed American Safety Razor
Co.'s ratings on CreditWatch with positive implications. This
reflects the company's improved operating performance during the
past year. It also reflects the razor and blade manufacturer's
plans to refinance its existing debt with a proposed senior
secured bank loan facility in order to enhance its liquidity and
improve cash flow coverage ratios.

Upon completion of the planned transaction, the corporate credit
rating will be raised to 'B' from 'B-'.

The planned $225 million senior secured bank loan facility
consists of a $25 million revolving credit facility maturing in
2009, a $150 million first-priority lien term loan maturing in
2011, and a $50 million second-priority lien term loan maturing in
2011.
     
Standard & Poor's has assigned a 'B' senior secured bank loan
rating and a '3' recovery rating to the $175 million first-
priority lien portion of the bank facility (comprising the $25
million revolving credit facility and the $150 million term loan).
The $50 million second-priority lien portion of the planned bank
facility has been assigned a 'CCC+' senior secured bank loan
rating and a '5' recovery rating. These new ratings are subject to
review upon receipt of final documentation. At the closing of
the transaction, the outlook will be stable.

The '3' recovery rating on the first-priority lien portion of the
bank facility reflects an expected meaningful recovery of
principal (50% to 80%) in the event of default. The 'CCC+' rating
on the $50 million second-priority lien portion of the bank loan
reflects the substantial portion of priority debt in the facility
compared with the company's total assets. The '5' recovery rating
on this portion of the facility reflects an expected negligible
recovery of principal (0%-25%) in the event of a default

Proceeds from the planned bank facility will be used to repay $69
million of 9.875% senior unsecured notes due in 2005, about $71
million of holding company paid-in-kind debt, and about $56
million of existing bank debt that matures in 2005. The company's
current 'B-' senior unsecured rating will be withdrawn upon
completion of the transaction.

"The ratings upgrade will reflect ASR's improved operating
performance during the past 12 months, which the company has
achieved through enhanced efficiencies in both working capital and
overall operations," said Standard & Poor's credit analyst Patrick
Jeffrey. "Despite increased cash interest obligations, the planned
refinancing will enhance liquidity by extending debt maturities
and reducing total interest obligations with the issuance of lower
coupon bank debt. Based on these factors and the terms of the
planned transaction, the ratings are expected to remain at current
levels during the next two years."

The stable outlook also assumes that unfunded pension obligations
will not increase dramatically and that they will be funded
primarily through the company's operating cash flow.

The ratings on Cedar Knolls, N.J.-based American Safety Razor Co.
reflect the company's high debt leverage, marginal liquidity, and
small size in a sector dominated by companies with substantially
greater financial resources. These factors are partially offset by
ASR's good market position as a private label manufacturer and
marketer of razors and blades, and its improved operating
performance during the past 12 months. American Safety Razor
competes in the razor and blade category alongside bigger players
by pursuing niche markets, such as specialty industrial and
medical blades, and by seeking a solid private label share in the
consumer market.


AMSCAN HLDGS: S&P Puts Ratings on Watch Following Acquisition News
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on party
goods manufacturer Amscan Holdings Inc. on CreditWatch with
negative implications following the company's announcement that it
had agreed to be acquired by Berkshire Partners LLC and Weston
Presidio. On CreditWatch are Amscan's 'BB-' corporate credit and
senior secured bank loan ratings and its 'B'subordinated debt
rating. CreditWatch with negative implications means that the
ratings could be affirmed or lowered following the completion of
Standard & Poor's review.

Approximately $296 million of total debt was outstanding at the
company as of Sept. 30, 2003.

On March 29, 2004, Amscan announced that it had entered into a
merger agreement under which it will be acquired by AAH Holdings
Corp., a new entity jointly controlled by affiliates of Berkshire
Partners LLC and Weston Presidio. The proposed transaction is
valued at about $540 million, to be funded with a mix of debt and
equity.

"Standard & Poor's expects that Amscan will be more highly
leveraged following the proposed acquisition, which would leave it
with a weaker financial profile," said Standard & Poor's credit
analyst David Kang. Before resolving the CreditWatch listing,
Standard & Poor's will continue to monitor developments and meet
with management to discuss the company's business strategy, future
capital structure, and financial policy.

Elmsford, New York-based Amscan designs, manufactures, and
distributes party goods and metallic balloons.


ANC RENTAL: Liberty Mutual Demands Payment of Admin. Claims
-----------------------------------------------------------
Liberty Mutual Insurance Company asserts an unliquidated
administrative claim against ANC Rental Corporation and its
debtor-affiliates to protect and preserve its rights, interest
and claims that may come under the definition of "Administrative
Claims" as provided for under the Administrative Claims Bar Date
Order.

Liberty asserts Administrative Claims with respect to all rights,
claims and interests granted to Liberty as authorized by the
Bankruptcy Court under and pursuant to the September 2, 2003
Court order approving the sale of substantially all of the
Debtors' assets.  As of February 26, 2004, Liberty holds
$89,600,000 securing around $92,200 in contingent liabilities
relating to surety bonds it issued.

Kim McNaughton, Liberty's Assistant Secretary, clarifies that the
Administrative Claim is in addition to, and does not amend or
supersede, any other proofs of administrative claim filed by or
on behalf of Liberty or any of its division, subsidiary or
affiliate.

Ms. McNaughton qualifies that the filing of the proof of
Administrative Claim is not:

   (1) a waiver or release of any security held by Liberty, any
       right to claim specific assets, any setoff rights,
       recoupment or counterclaim, any right arising by operation
       of law or in equity or Liberty's rights against any
       person, entity or property;

   (2) a waiver or release of any right or claim of Liberty
       arising out of any Court order;

   (3) an election of any remedy; and

   (4) a waiver of any and all rights, defenses or remedies.

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)


ASCENT ASSURANCE: Reports Mar. 24 Expiration of Stock Warrants
--------------------------------------------------------------
Ascent Assurance, Inc. (OTC Bulletin Board: AASR) reported that
its common stock warrants exercisable at an initial exercise price
of $9.04 per share of common stock, subject to customary anti-
dilution adjustments, expired on March 24, 2004. Prior to the
expiration of the warrants, 971,266 shares of common stock were
reserved for issuance upon exercise of the warrants.

Ascent Assurance, Inc. -- ( http://www.ascentassurance.com/-- is  
an insurance holding company primarily engaged in the development,
marketing, underwriting and administration of medical- surgical
expense, supplemental health, life and disability insurance
products to self-employed individuals and small business owners.
Marketing is achieved primarily through the career agency force of
its marketing subsidiary. The Company's goal is to combine the
talents of its employees and agents to market competitive and
profitable insurance products and provide superior customer
service in every aspect of operations.

The Company's September 30, 2003 balance sheet shows that its net
capitalization dwindled to about $441,000 from about $2.3 million
nine months ago.


AVISTA CORP: Redeeming 7-7/8% Ser. A Trust Preferred Securities
---------------------------------------------------------------
Avista Corp. (NYSE: AVA) announced the planned redemption on
April 28, 2004, of all $60 million aggregate liquidation amount of
the Avista Capital I 7-7/8% Trust Originated Preferred Securities,
Series A (NYSE: AVAPA; Cusip: 05379G205).

Distributions to be paid on March 31, 2004, will be paid in the
normal manner to record holders as of March 30, 2004.

Such redemption is conditional upon Avista Corp. paying an amount
of cash sufficient to redeem its 7 7/8% Junior Subordinated
Deferrable Interest Debentures, Series A, due 2037 and held by
Avista Capital I and upon receipt by Avista Capital I of the
required funds to redeem the Avista Capital I 7-7/8% Trust
Originated Preferred Securities, Series A.

The redemption price for the Avista Capital I 7-7/8% Trust
Originated Preferred Securities, Series A, will be $25 each plus
accrued and unpaid distributions thereon to the date of
redemption. Notice of redemption is expected to be mailed today to
the holders of record of the preferred securities. Questions
related to the notice of redemption should be directed to
Wilmington Trust Company at 302-636-6395.

Avista Corp. is an energy company involved in the production,
transmission and distribution of energy as well as other energy-
related businesses. Avista Utilities is a company operating
division that provides electric and natural gas service to
customers in four western states. Avista's non-regulated
subsidiaries include Avista Advantage and Avista Energy. Avista
Corp.'s stock is traded under the ticker symbol "AVA" and its
Internet address is http://www.avistacorp.com/

Avista Corp. and the Avista Corp. logo are trademarks of Avista
Corporation. All other trademarks mentioned in this document are
the property of their respective owners.

                         *   *   *

As previously reported, Fitch Ratings has affirmed Avista
Corporation as follows:

        -- Senior secured 'BBB-';
        -- Senior unsecured 'BB+';
        -- Preferred securities 'BB'.

The trust preferred ratings of Avista Capital I and Avista Capital
II are also affirmed at 'BB' by Fitch. The Rating Outlook is
Stable.

The ratings consider AVA's improving financial metrics and a
generally supportive regulatory environment. Although AVA's
financial ratios remain weak relative to its credit category,
future debt reduction is expected to be facilitated by excess cash
flows contributed primarily by the core utility business and to a
lesser degree by AVA's unregulated energy operation, Avista
Energy. Utility cash flows are likely to continue to benefit from
recovery of deferred power costs, recent and prospective electric
and natural gas rate increases and manageable capital
requirements. The Stable Rating Outlook reflects AVA's relatively
predictable utility cash flows and Fitch's expectations for a
continuation of supportive regulatory treatment and further debt
reduction.


BIONOVA: Completes Fin'l Restructuring & Going-Private Transaction
------------------------------------------------------------------
Bionova Holding Corporation's transactions associated with its
previously-announced financial restructuring and merger have been
completed.  As a result, Bionova Holding is now an indirect
wholly-owned subsidiary of Savia, S.A. de C.V.  The Company filed
with the Securities and Exchange Commission a Certification and
Notice of Termination of  Registration on Form 15 terminating the
Company's status as an SEC reporting company under the Securities
Exchange Act of 1934.

Under the terms of the merger, each of the shares of Bionova
Holding common stock (other than shares held by Savia and its
affiliates) was converted into the right to receive $0.09 in cash.  
The Company will pay the $0.09 per share merger consideration to
the stockholders of record as of the effective date of the merger,
which is March 29, 2004.  The Company has retained the Bank of New
York to act as the paying agent to distribute the cash payments to
the public stockholders.  Stockholders are not required to send
their stock certificates into the Company or the paying agent.  It
is expected the cash payments will be mailed to stockholders
within the next two weeks.


BUDGET GROUP: Clifton Lakes Seeks to Continue Tennessee Suit
------------------------------------------------------------
Aaron A. Garber, Esq., at Pepper Hamilton, in Wilmington,
Delaware, relates that on October 18, 2000, Clifton A. Lake and
Dr. Charleen J. Lake filed a complaint against Horn Lake Ready
Mix, Inc., The Memphis Landsmen, LLC, Metrotrans Corporation and
Hehr International, Inc. and Budget Rent-A-Car Corporation and
Budget Group, Inc. before the Circuit Court for the Thirtieth
Judicial District in Memphis, Tennessee.  The State Court
Complaint alleges that on March 18, 1998, Mr. Lake suffered
catastrophic and permanent injuries when a shuttle bus he was
riding, which was operated by a Budget employee, collided with a
cement truck.  Mr. Lake was propelled through a window several
feet and landed head first on the pavement.  Diagnostic tests
revealed that Mr. Lake suffered traumatic brain injury.  Various
treating physicians persuaded Mr. Lake to abandon his law career
due to his severely diminished cognitive function.  Dr. Charleen
Lake, who had to abandon her dental practice to care for her
husband, has suffered and will continue to suffer the loss of
consortium of her husband.

The Lakes assert claims in the State Court Action for personal
injuries arising out of that accident, including:

   -- external and internal injury to the brain, eyes, back,
      shoulders, internal organs, teeth and central nervous
      system as well as multiple contusions and bruises;

   -- great physical pain, past, present and future;

   -- large medical expenses, both past, present and future;

   -- past, present and future impairment of earning capacity;

   -- mental shock and anguish, past, present and future;

   -- inability to enjoy the normal pleasures of life, both past,
      present and future; and

   -- other damages as permitted under law or in equity,
      including, but not limited to, out-of-pocket expenses
      associated with the accident.

Mr. Garber tells Judge Case that the parties have engaged in some
discovery in the State Court Action.  However, the process has
not yet been completed due to the automatic stay imposed in the
Budget Group Debtors' bankruptcy cases.  If the stay is lifted,
Mr. Garber anticipates that the discovery will resume in the State
Court Action with additional fact witnesses, treating physicians
and possibly expert witnesses.

On April 14, 2003, the Lakes filed a proof of claim against each
of the Debtor Defendants for unliquidated damages estimated at
$15,000,000 for damages arising from the allegations asserted in
the State Court Action.  The Debtors maintained one or more
liability insurance policies that will cover the injuries the
Lakes sustained.  Over the last several months, the Lakes'
counsel has requested from the Debtors' counsel copies of
relevant insurance policies.  Despite the assurances, the
Debtors' counsel has not provided this information.

By this motion, the Lakes ask the Court to:

   (a) lift the automatic stay to pursue the State Court Action
       to settlement or judgment and collection against the
       Debtors' liability insurance proceeds; and

   (b) direct that any judgment they obtain in the State Court
       Action will be an allowed general unsecured claim in the
       Debtors' bankruptcy cases to the extent that the Debtors'
       liability insurance proceeds are insufficient to satisfy
       the judgment.

Mr. Garber asserts that these factors weigh heavily in favor of
lifting the automatic stay to permit the State Court Action to
proceed:

   (1) The Lakes' claims must be liquidated as a part of the
       Plan consummation process;

   (2) The Bankruptcy Court lacks jurisdiction to adjudicate the
       Lakes' personal injury claims;

   (3) The Bankruptcy Cases are nearly concluded;

   (4) There will be no prejudice to Debtors or their estates if
       the stay is lifted because the Debtors already have local
       counsel representing them in the State Court Action;

   (5) The hardship to the Lakes by the maintenance of the
       automatic stay considerably outweighs the hardship to the
       Debtors if the stay is lifted.  The Lakes have made
       significant lifestyle adjustments and have the limited
       benefit of disability insurance proceeds available.
       However, the Lakes have not been adequately compensated
       for the effects of the injuries suffered; and

   (6) The Lakes have a reasonable chance of prevailing on the
       merits.

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


CABLEVISION: S&P Places B+ Sr. Unsec. Notes Rating on Watch Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Bethpage, New York-based cable TV operator Cablevision Systems
Corp.'s proposed $1.5 billion of combined fixed- and floating-rate
senior unsecured notes, to be issued under Rule 144A with
registration rights. Also, a 'BB-' rating was assigned to
intermediate holding company CSC Holdings Inc.'s proposed $500
million senior unsecured notes, also to be issued under Rule 144A
with registration rights. These ratings are placed on CreditWatch
with negative implications, in conjunction with existing ratings
on Cablevision.

The existing ratings, including the 'BB' corporate credit rating,
remain on CreditWatch with negative implications, as failure to
complete the planned spin-off of the satellite business in 2004
could materially weaken the company's credit profile.

Proceeds of the note offerings will be used to repay $350 million
of high-cost senior subordinated debt and $1.5 billion of
preferred stock at CSC Holdings. To the extent the note issues are
upsized, additional proceeds will be used to repay other senior
subordinated debt and/or bank debt at CSC Holdings. The issues at
Cablevision are rated two notches below the corporate credit
rating due to the concentration of debt ahead of these issues,
including about $5.8 billion in debt at CSC Holdings as of Dec.
31, 2003, as well as payables and other obligations at the
restricted operating subsidiaries, which include most of the cable
TV operations. The new notes at CSC Holdings are rated one below
the corporate credit rating since they are structurally junior to
borrowings under CSC Holdings' bank facility, as well as payables
and other obligations at the restricted operating subsidiaries,
which guarantee the unsecured bank debt at CSC Holdings. The
concentration of priority obligations to total assets is close to
the threshold for rating the debt two notches below the corporate
credit rating. As such, the company does not have significant
cushion to add priority debt without causing a potential downgrade
in the unsecured public debt at CSC Holdings to two notches below
the corporate credit rating.

"The existing ratings for Cablevision and its related entities
remain on CreditWatch with negative implications because of the
uncertainty regarding the company's ability to complete its
planned spin-off of its satellite broadcast business and a
significant portion of its programming businesses later this
year," said Standard & Poor's credit analyst Catherine Cosentino.
"Failure to complete the spin-off in 2004 could materially weaken
the company's credit profile."


CALIFORNIA IMAGE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: California Image Associates
        aka CIA Pictures
        11333 Sunrise Park Drive
        Rancho Cordova, California 95742

Bankruptcy Case No.: 04-22619

Type of Business: The Debtor operates an independent full
                  service teleproduction and post production
                  facility with services from full-scale film
                  and video productions to multimedia, DVD, CD
                  Rom and web presentation. See
                  http://www.calimage.com/

Chapter 11 Petition Date: March 16, 2004

Court: Eastern District Of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: W. Steven Shumway, Esq.
                  2140 Professional Drive #250
                  Roseville, CA 95661
                  Tel: 916-789-8821


Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
First Related LP                           $132,963

Verestar, Inc.                              $94,270

Reither Production                          $52,023

GV-TV, Inc.                                 $33,248

National Video Tape                         $30,962

American Express                            $26,464

The Videomatic Group                        $25,929

Nakamoto Productions                        $19,855

Employment Development Dept.                $13,725

Account Temps                               $11,424

Sacramento County Tax Collect                $7,856

Entertainment Producers Studio               $7,248

WilTel Communications, LLC                   $7,174

Cueto, Marguerite                            $6,842

SBC PacBell                                  $6,831

State Compensation Insurance                 $6,434

Meggs, Fred                                  $6,035

Monaco Film Lab & Video Service              $5,759

Digital Revolution                           $5,472

Flumer, Mark                                 $5,315


CELESTICA: S&P Cuts Credit Rating to BB on Poor Oper. Performance
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered it long-term corporate
credit rating and unsecured debt on Celestica Inc. to 'BB' from
'BB+'. At the same time, Standard & Poor's lowered its
subordinated debt rating on the company to 'B+' from 'BB-'.
The outlook is negative.

"The ratings on Celestica reflect the continued difficult end-
market conditions and sub par operating performance in the highly
competitive electronic manufacturing services (EMS) sector," said
Standard & Poor's credit analyst Michelle Aubin. These factors are
partially offset by the company's tier-one position in the EMS
sector and longer-term trends favoring electronic manufacturing
outsourcing.

Celestica, based in Toronto, Ont., is the fourth-largest EMS
provider in the world with revenues of US$6.7 billion in 2003.
More than 80% of Celestica's revenues come from information
technology (IT) infrastructure and communication end markets, a
higher concentration than other tier-one EMS companies.

Market conditions, particularly for IT and communication end-
markets, remain challenging. Celestica's 2003 revenues were down
more than 18% from US$8.2 billion in 2002. Weak end-market demand
in Celestica's core areas, pricing pressures, and operating costs
associated with ramping-up new programs and transitioning programs
have undermined management's efforts to realize operating
efficiency improvements from its restructuring programs. The EMS
sector continues to have excess manufacturing capacity and remains
competitive. Celestica faces strong competition from a number
of tier-one competitors with global reach including Flextronics
International Ltd. (BB+/Stable/--), Sanmina-SCI Corp. (BB-
/Stable/--), Solectron Corp. (B+/Stable/--), and Jabil Circuit Inc
(BB+/Stable/--) Nevertheless, end-market demand for IT and
communication equipment is expected to stabilize in 2004, which
will contribute to strengthening market conditions for EMS
providers.

Longer-term EMS industry prospects, particularly for top-tier
companies, remain favorable because the outsourcing trend by
original equipment manufacturers (OEM) is expected to continue.
Tier-one companies in this sector, who are distinguished by their
size, global scale of operations, and diversified customer base of
leading companies are well positioned to service the specialized
outsourcing requirements of the OEMs.

The acquisition of EMS provider, Manufacturers' Services Ltd.,
which was completed on March 12, 2004, is neutral to the ratings.
Although Celestica will most likely incur integration and
restructuring costs in the near term, the transaction should not
have a negative effect on the company's financial profile in the
medium term.

The negative outlook reflects Standard & Poor's expectation that
revenues and operating performance will improve and that negative
free operating cash flow will moderate in fiscal 2004. Any decline
from expectations could result in the ratings being lowered.


CONMACO/RECTOR: Hires Lugenbuhl Wheaton as Bankruptcy Counsel
-------------------------------------------------------------
Conmaco/Rector, LP seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Louisiana to employ Lugenbuhl,
Wheaton, Peck, Rankin & Hubbard as its bankruptcy counsel.

The Debtor desires to retain Lugenbuhl Wheaton to represent it as
counsel due to the firm's substantial expertise and experience in
bankruptcy matters.

To the best of the Debtor's knowledge, the partners, associates
and counsel of Lugenbuhl Wheaton do not represent or hold any
interest adverse to the Debtor or the estates and are
disinterested persons.

Lugenbuhl Wheaton has received and holds a $25,000 retainer for
services to be rendered to the Debtor postpetition and prepetition
as to services in connection with this Chapter 11 proceeding.

Lugenbuhl Wheaton will be billed in its current hourly rate of

      Designation        Billing Rate
      -----------        ------------
      Attorneys          $180 to $300 per hour
      Paralegals         $80 per hour

The attorneys primarily responsible for this bankruptcy matter
will be:

      Professional's Name     Billing Rate
      -------------------     ------------
      Stewart Peck            $300 per hour
      Nathan Homer            $235 per hour
      Christopher Caplinger   $180 per hour
      Jennifer Stierman       $180 per hour
      
Headquartered in Belle Chasse, Louisiana, Conmaco/Rector L.P.
-- http://www.conmaco.com/-- is in the business of sale and  
rental of new and used construction and industrial equipment,
primarily cranes and specialized lift equipment, complementary
parts and merchandise to a wide variety of construction and
industrial customers.  The Company filed for chapter 11 protection
on February 27, 2004 (Bankr. E.D. La. Case No. 04-11248).  Stewart
F. Peck, Esq., and Christopher T. Caplinger, Esq., at Lugenbuhl,
Wheaton, Peck, Rankin & Hubbard, LC represent the Debtor in its
restructuring efforts. When the Company filed for protection from
its creditors, it listed both estimated debts and assets of over
$10 million.


CORBAN COMMUNICATIONS: Retains Baker Botts as Bankruptcy Counsel
----------------------------------------------------------------
Corban Communications, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Northern
District of Texas, Dallas Division, to retain Baker Botts LLP as
their Counsel.

The Debtors have chosen Baker Botts because of its extensive
experience and knowledge and established reputation in corporate
reorganizations and debt restructurings under chapter 11 of the
Bankruptcy Code.  The Debtors believe that Baker Botts possesses
the requisite resources and is both highly qualified and uniquely
able to represent their interests in these cases going forward.

Baker Botts will:

   a. advise the Debtors of their rights, powers, and duties as
      debtors-in-possession under the Bankruptcy Code;

   b. advise the Debtors concerning, and assisting in, the
      negotiation and documentation of financing agreements,
      debt restructurings, and asset securitization;

   c. review the nature and validity of agreements relating to
      the Debtors' interests in real and personal property and
      advising the Debtors of their corresponding rights and
      obligations;

   d. review the nature and validity of liens or claims asserted
      against the Debtors' property and advising the Debtors
      concerning the enforceability of those liens and claims;

   e. advise the Debtors concerning preference, avoidance,
      recovery, or other actions that they may take to collect
      and to recover property for the benefit of the estate and
      their creditors, whether or not arising under chapter 5 of
      the Bankruptcy Code;

   f. prepare on behalf of the Debtors all necessary and
      appropriate applications, motions, pleadings, draft
      orders, notices, schedules, and other documents, and
      reviewing all financial and other reports to be filed in
      the bankruptcy cases;

   g. advise the Debtors concerning, and preparing responses to,
      applications, motions, complaints, pleadings, notices, and
      other papers that may be filed and served in the
      bankruptcy case;

   h. counsel the Debtors in connection with the formulation,
      negotiation, and promulgation of a plan of reorganization
      and related documents;

   i. perform all other legal services for and on behalf of the
      Debtors that may be necessary or appropriate in the
      administration of the bankruptcy case and the Debtors'
      business:

   j. work with and coordinating efforts among other
      professionals, including co-counsel and other special
      counsels retained by the Debtors, to attempt to preclude
      any duplication of effort among those professionals and to
      guide their efforts in tire overall framework of the
      Debtors' reorganization; and

   k. work with professionals retained by other parties in
      interest in these bankruptcy cases to attempt to structure
      a consensual plan of reorganization for the Debtors.

Baker Botts attorneys who will primarily be providing services for
the Debtors in connection with these cases and their standard
hourly rates are:

      Professional's Name     Position          Billing Rate
      -------------------     --------          ------------
      Judith W. Ross          Partner           $400 per hour
      James R. Prince         Partner           $370 per hour
      Lesley C. Ardemagni     Associate         $275 per hour
      C. Luckey McDowell      Associate         $230 per hour
      Eric A. Soderlund       Associate         $230 per hour
      Jennifer Milburn        Legal Assistants  $105 per hour
      Kirk Kephart            Legal Assistants  $90 per hour

Headquartered in Plano, Texas, Corban Communications, Inc.
-- http://corbancom.com/-- is a carrier-neutral network services  
provider with products such as, Point to Point Interconnect and
Transport for TDM and IP networks.  The Company filed for chapter
11 protection on March 11, 2004 (Bankr. D\N.D. Tex. Case No. 04-
32972).  Judith Weaver Ross, Esq., at Baker Botts LLP represent
the Debtors in their restructuring efforts. When the Company filed
for protection from its creditors, it listed both estimated debts
and assets of over $10 million.


COVANTA: Remaining Debtors Get OK to Obtain Replacement Financing
-----------------------------------------------------------------
The Covanta Energy Debtors' Second Plans did not provide for the
restructuring or liquidation of Remaining Debtors Covanta Warren
Energy Resources Co. LP, Covanta Lake II, Inc., Covanta Tampa
Construction, Inc. and Covanta Tampa Bay, Inc.

With the termination of the Debtors' existing DIP Facility, the
Remaining Debtors anticipate that they may require access to
replacement DIP financing to fund their continuing operations.  
Vincent E. Lazar, Esq., at Jenner & Block, in Chicago, Illinois,
reminds the Court that pursuant to the Exit Facility Agreements
established under the Second Plans, Reorganized Covanta Energy
Corporation may make intercompany loans to the Remaining Debtors
provided that:

   (a) the aggregate amount of the outstanding loans will not    
       exceed $2,000,000;

   (b) the loans will have no less favorable payment priority and
       lien priority than the payment priority or lien priority
       of the Remaining Debtors' obligations under the Existing    
       DIP Facility; and

   (c) the loans will be secured by substantially the same assets
       of the Remaining Debtors as the Remaining Debtors'
       obligations under the existing DIP facility.

"The Remaining Debtors' critical need for financing is immediate.
In the absence of access to the New DIP Facilities, continued
operation of the Remaining Debtors' business may be impossible,
and immediate and irreparable harm to their estates could occur,"
Mr. Lazar asserts.

Reorganized Covanta, as the New DIP Lender, agreed to enter into
the New DIP Facilities.  Accordingly, the Remaining Debtors ask
the Court to:

    (a) authorize them to obtain and incur replacement
        postpetition financing in the form of loans and other
        financial accommodations pursuant to three Postpetition
        Credit Agreements between Reorganized Covanta as lender
        and each Remaining Debtors in aggregate principal amounts
        not to exceed:

                                                     Commitment
        Borrower                                        Amount
        ---------                                    ----------
        Covanta Warren                               $1,000,000
        Covanta Lake II                               1,000,000
        CTC and CTB, jointly and severally liable     1,000,000

    (b) grant the New DIP Lender:

        (1) first priority, valid, perfected and non-voidable
            senior liens on and security interests in all
            unencumbered assets of each of the Remaining Debtors'
            estates, pursuant to Section 364(c)(2) of the
            Bankruptcy Code, of whatever kind or nature, at any
            time existing or arising now or in the future,
            wherever located, and all proceeds and products; and

        (2) valid, perfected and non-voidable liens on and
            security interests in all assets of each of the
            Remaining Debtors' estates, pursuant to Section
            364(c)(3) of the Bankruptcy Code, of whatever kind or
            nature, at any time existing or arising now or in the
            future, wherever located, and all proceeds and
            products thereof, subject and junior to any valid,
            enforceable, perfected and non-voidable liens and
            security interests that existed on each of the
            Petition Dates of the Remaining Debtors, all of the
            DIP Collateral to secure the loans, advances and all
            obligations at any time owing or to be performed by
            each of the Remaining Debtors pursuant to the DIP
            Agreements and the other Loan Documents; and

   (c) grant superpriority administrative claim status pursuant
       to Section 364(c)(1), in favor of the New DIP Lender for
       all obligations under the DIP Agreements.

                          *     *     *

Judge Blackshear authorizes the Remaining Debtors to obtain loans
subject to terms and conditions of each of the Three DIP
Agreements.  

The Court clarifies that the obligations will be entitled to, and
are irrevocably granted, valid, perfected and non-voidable liens
on and security interests in all assets of each of the Remaining
Debtors' estates, subject only and junior to:

   (a) the Petition Date Liens; and

   (b) the Project Replacement Liens granted as adequate
       protection under any Project Cash Collateral Order;
       provided, however, that upon request, and subject in all
       circumstances to the Court's order pursuant to Section
       363(f) and all of the rights afforded to be New DIP Lender
       under Section 363(f) and the Loan Documents, Reorganized
       Covanta agrees to relinquish its liens and security
       interests on Project assets upon the exercise of
       certain "buy out rights" of third parties in accordance
       with the provisions of service agreements or similar
       contracts with any of the Remaining Debtors made pursuant
       to motions filed with the Court and exercised before
       confirmation of any plan of reorganization or orderly
       liquidation of the Remaining Debtor; provided further that
       the liens and security interests will attach to the
       proceeds, if any, from the sale with the same priority as
       the liens and security interests on the assets sold.

Subject to the terms and conditions of each of the Three DIP
Agreements, each of the New DIP Facilities will terminate on the
earliest to occur of:

   (a) December 31, 2004, subject to permitted extensions;

   (b) the Effective Date of an order confirming a plan of
       reorganization or plan of orderly liquidation in the
       Remaining Debtors' cases;

   (c) the date distributions commence to any class of creditors,
       equity holders or other claimants under any plan of
       reorganization or liquidation;

   (d) the date of termination in whole of the New DIP Lender's
       commitments pursuant to an acceleration of the New DIP
       Facilities;

   (e) the date of any sale, transfer or other disposition of all
       or substantially all of the assets or capital stock of the
       Remaining Debtors; and

   (g) the date of termination of exclusivity under any of the
       Remaining Debtors' cases without the prior written
       approval of Reorganized Covanta.

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


DELTA AIR: Taps diego + heymann as Ad Agency for Hispanic Market
----------------------------------------------------------------
Delta Air Lines (NYSE: DAL) selected diego + heymann + partners as
its advertising agency for Latin America and the United States
Hispanic market. diego + heymann + partners will handle select
regional and U.S. Hispanic advertising and branding projects for
Delta, and will work in alignment with BrightHouse LLC, the
Atlanta-based firm responsible for the airline's global marketing
communications strategy.

In addition, diego + heymann + partners will work closely with
different local advertising agencies in Latin America to develop
local branding and advertising initiatives and execute Delta's
pan-regional communications goals. The selected agencies include
Borghierh(R) in Brazil, Energia Communication in Chile, MPC
Publicidad in Colombia, and Creative Link in Mexico. Delta's Latin
American media buying responsibilities will continue to be handled
by Starcom.

"Since Delta Air Lines' major Latin American expansion in 1997,
our regional mission has been to become the No. 1 U.S. carrier in
the eyes of our customers," said Rachel McCarthy, Delta's regional
director - International Marketing Communications. "We are
confident that diego + heymann + partners will help Delta
successfully communicate the exceptional value we provide in terms
of customer service and global reach to our very important Latin
American and U.S. Hispanic markets."

Based in Miami, Guillermo Diego and Jorge Heymann founded diego +
heymann + partners in December 2003 to serve clients who wish to
target the Latin American and U.S. Hispanic markets.

Prior to launching diego + heymann + partners, Diego held  senior
account management positions within Young & Rubicam's advertising
agency network in Argentina and Brazil. He has also served as
president and CEO of Y & R Group in Colombia and Spain, and most
recently served as president and CEO of Y & R Latin America.
Heymann's prior work includes serving as the regional creative
head for Ogilvy in Latin America and as the executive creative
director and partner of TBWA in Argentina before opening his own
agency in Buenos Aires and Miami.

Delta Air Lines is proud to celebrate its 75th anniversary in
2004. Delta is the world's second largest airline in terms of
passengers carried and the leading U.S. carrier across the
Atlantic, offering daily flights to 497 destinations in 84
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  Delta's marketing alliances
allow customers to earn and redeem frequent flier miles on more
than 14,000 flights offered by SkyTeam, Northwest Airlines,
Continental Airlines and other partners.  Delta is a founding
member of SkyTeam, a global airline alliance that provides
customers with extensive worldwide destinations, flights and
services.  For more information, please visit
http://www.delta.com/

                          *   *   *

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

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

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


DRESSER INC: Fourth Quarter 2003 Revenues Up to $473 Million
------------------------------------------------------------
Dresser, Inc. provided financial results for the fourth quarter
ended December 31, 2003. The Company recorded revenues of $473.2
million, an increase of $94.5 million over the $378.7 million
reported for the same period in 2002. Operating income in the
fourth quarter of 2003 was $8.7 million, an increase of $7.3
million from $1.4 million in the fourth quarter of 2002. The
Company posted a net loss of $12.5 million for the quarter ended
December 31, 2003, compared to a net loss of $24.3 million for the
year-ago period.

EBITDA for the fourth quarter of 2003 was $16.1 million, an
increase of $3.2 million from $12.9 million in the same period
last year.

Adjusted EBITDA ("EBITDA" as defined in the Company's Senior
Secured Credit Agreement prior to the recent seventh amendment -
see "Notice relating to use of non-GAAP measures") in the fourth
quarter of 2003 would have been $46.0 million.

As part of the recent refinancing of the Company's senior secured
credit facility, a provision excluding foreign exchange gains or
losses from the calculations of adjusted EBITDA was amended (in
the seventh amendment to our senior secured credit facility
agreement) so that foreign exchange gains or losses included in
net income are now included in adjusted EBITDA. A table is
attached showing a comparison of adjusted EBITDA prior to and
after the effect of the amendment. It should also be noted that
when referring to certain prior periods in this release, including
all of 2002 and the first quarter of 2003, adjusted EBITDA was
fixed in each period according to the terms of amendment number
six to the senior secured credit agreement.

Under the seventh amendment of the Company's senior secured credit
agreement, adjusted EBITDA in the fourth quarter of 2003 was $51.8
million, an increase of $22.4 million compared to adjusted EBITDA
fixed in the Company's credit agreement of $29.4 million in the
fourth quarter of 2002. Total adjustments of $35.7 million in the
fourth quarter of 2003 were composed primarily of asset write-
offs, the majority of which was for excess and obsolete inventory,
of $10.9 million; re-audit and refinancing fees of $5.8 million;
restructuring expenses of $5.5 million; initial recognition of
certain foreign pension liabilities from prior years of $5.2
million; loss on the sale of LVF of $4.8 million; and other
adjustments of $3.5 million (see footnote (6) to the tables below
reconciling adjusted EBITDA to net income). The cash portion of
adjustments in the fourth quarter of 2003 was approximately $16.8
million and the non-cash portion of adjustments in the fourth
quarter was approximately $18.9 million.

Gross profit in the fourth quarter of 2003 was $120.8 million
compared to $99.3 million for the fourth quarter of 2002. Gross
margin for the three-month period ended December 31, 2003 was
25.5% compared to 26.2% for the same period in 2002.

SEG&A expenses of $112.1 million in the fourth quarter of 2003
were 23.7% of revenues, compared to SEG&A expenses of $97.9
million which were 25.9% of revenues in the same period last year.
In the fourth quarter of 2003, SEG&A included approximately $3.7
million of restructuring expenses. In the same period in 2002,
there were restructuring expenses of $3.5 million.

Cash and cash equivalents totaled $149.6 million on December 31,
2003, compared to $126.3 million on December 31, 2002.

Borrowings under the Company's senior credit facility and senior
subordinated notes were $936.6 million at the end of the fourth
quarter of 2003 compared to $959.8 million at the end of the
fourth quarter of 2002. Total debt, including capital leases, on
December 31, 2003, was $947.0 million, compared to $983.6 million
on December 31, 2002.

Backlog on December 31, 2003 was $475.5 million, compared to
$349.1 million on December 31, 2002. Increases in backlog were due
to stronger bookings and foreign currency appreciation.

Patrick Murray, Chief Executive Officer of Dresser, Inc., said
"Operating income in the fourth quarter of 2003 was improved
compared to the year-ago quarter. At the end of 2002, we were
experiencing a cyclical low in most of our businesses. In
contrast, at the end of 2003 business conditions have improved and
we have a larger backlog going into 2004."

Continued Murray, "We are pleased with the amount of cash we
generated in the fourth quarter, with positive cash flow from
operations and improved collections on receivables. We also sold
LVF, a small non-core valve business, and used part of the
proceeds to make a $15 million optional prepayment on our senior
secured debt."

            Consolidated fourth quarter 2003 results
            compared to third quarter 2003 results

Revenues in the fourth quarter of $473.2 million were up $55.7
million from third quarter revenues of $417.5 million. Operating
income of $8.7 million for the quarter ended December 31, 2003,
was down $13.9 million from the $22.6 million recorded in the
quarter ended September 30, 2003. The net loss in the fourth
quarter of $12.5 million grew by $3.3 million from the $9.2
million loss in the third quarter of 2003. EBITDA in the fourth
quarter of 2003 of $16.1 million decreased by $16.6 million from
the $32.7 million recorded in the third quarter of 2003.

Adjusted EBITDA under the amended credit agreement was $51.8
million in the fourth quarter of 2003, an increase of $4.9 million
from adjusted EBITDA of $46.9 million in the third quarter.
Adjusted EBITDA in the fourth quarter prior to the seventh
amendment would have been $46.0 million, down slightly from
adjusted EBITDA in the third quarter prior to the seventh
amendment of $47.7 million.

Gross profit in the fourth quarter of 2003 was $120.8 million
compared to $111.4 million for the third quarter of 2003. Gross
margin of 25.5% in the fourth quarter of 2003 declined from 26.7%
for the third quarter of 2003. In the fourth quarter of 2003 asset
write-offs (primarily for excess and obsolete inventory) totaling
$10.9 million impacted gross margins.

SEG&A expense of $112.1 million was 23.7% of revenues in the
fourth quarter of 2003, up from $88.8 million which was 21.3% of
revenues in the third quarter of 2003. The quarter-to-quarter
change included the initial recognition of certain foreign pension
liabilities from prior years, senior credit facility and indenture
amendment fees, and recognition of a loss on a bad debt.

Cash and cash equivalents totaled $149.6 million on December 31,
2003, compared to $113.2 million on September 30, 2003.

Borrowings under the Company's senior credit facility and senior
subordinated notes were $936.6 million at the end of the fourth
quarter of 2003 compared to $951.8 million at the end of the third
quarter of 2003. Total debt on December 31, 2003, was $947.0
million, compared to $973.0 million on September 30, 2003.

Backlog increased from $472.2 million on September 30, 2003 to
$475.5 million on December 31, 2003.

"On a sequential basis," stated Murray, "our revenues continued to
grow. Operating income was significantly lower in the fourth
quarter compared to the third quarter, mainly due to manufacturing
inefficiencies in our Flow Control segment and charges taken in
the quarter. This was partially offset by better results in our
Measurement Systems and Compression and Power Systems segments."

                 Full year 2003 results
                compared to full year 2002

For the fiscal year ended December 31, 2003, revenues were
$1,657.0 million, an increase of $67.6 million compared to
$1,589.4 million for the fiscal year ended December 31, 2002.
Quarterly revenues in 2003 increased sequentially as market
conditions started to improve, and the Company benefited from the
effects of foreign currency appreciation. In contrast, 2002
revenues declined sequentially as most markets weakened.

Operating income for fiscal year 2003 was $48.6 million, a
decrease of $34.3 million compared to $82.9 million for the fiscal
year 2002.

For full-year 2003 the Company posted a net loss of $44.7 million
compared to a net loss of $23.2 million recorded in 2002. EBITDA
for fiscal 2003 was $97.2 million compared to $129.3 million for
fiscal 2002.

Adjusted EBITDA under the seventh amendment to the Company's
senior secured credit agreement for fiscal year 2003 was $180.2
million compared to fixed adjusted EBITDA of $167.7 million in
2002. Adjustments to EBITDA in 2003 totaled $83.0 million.
Adjustments in 2003 included restructuring and plant consolidation
costs of $21.3 million; refinancing, restatement and re-audit
expenses of $14.5 million; an allowance under our credit agreement
for the effects of the strike in our natural gas engine business
of $13.0 million; and asset write-offs, the majority of which was
for excess and obsolete inventory, of $10.9 million (see footnote
(6) to tables below reconciling adjusted EBITDA to net income).

Gross profit in 2003 was $433.2 million compared to $421.6 million
in 2002. Gross margin declined slightly to 26.1% for fiscal year
2003 compared to 26.5% for fiscal year 2002.

SEG&A expense of $384.6 million for the year ended December 31,
2003 was 23.2% of revenue compared to $338.7 million which was
21.3% of revenue for the year ended December 31, 2002. The
majority of the increase in SEG&A was in restructuring,
restatement and re-audit, and credit agreement and indenture
amendment expenses.

"Operating income was down significantly on a year-over-year
basis," stated Murray, "mainly due to increased expenses for
restructuring, a re-audit and restatements of prior years,
manufacturing inefficiencies in our Flow Control segment, and the
impact of the strike in our Compression and Power Systems segment.
These negative effects were only partially offset by improved
performance in our Measurement Systems segment."

Continued Murray, "In perspective, 2003 was a very challenging
year for Dresser. Our markets began to slowly recover from the
cyclical low at the end of 2002. We also incurred substantial
charges as we rationalized the business and completed our 2001 re-
audit and restatements of prior years."

Flow Control revenue up year-on-year and sequentially in the
fourth quarter, but operating income down

In the Flow Control segment, revenues for the fourth quarter of
2003 were $266.7 million, up $36.7 million from $230.0 million in
the same year-ago period. International markets continued to
remain relatively strong, and revenues benefited from the positive
effects of foreign currency appreciation. U.S. markets remained
soft.

An operating loss of $0.6 million for the quarter ended December
31, 2003, was down $5.3 million from operating income of $4.7
million recorded in the same quarter last year. Operating income
in the fourth quarter of 2003 was negatively impacted by expenses
associated with asset write-offs, initial recognition of foreign
pension liabilities, and restructuring expenses.

Backlog of $350.0 million on December 31, 2003 increased $82.4
million from $267.6 million on December 31, 2002, due to stronger
bookings and the effects of foreign currency appreciation.

On a sequential basis, revenues in the fourth quarter of 2003 of
$266.7 million were up from $253.8 million recorded in the third
quarter of 2003.

An operating loss of $0.6 million in the fourth quarter of 2003
was down from operating income of $13.6 million in the third
quarter of 2003.

Backlog of $350.0 million on December 31, 2003 increased from
$345.7 million on September 30, 2003.

"The U.S. continued to be a soft market in the fourth quarter of
2003. There is very little new construction activity in the
transmission market, and the power and process industries are
still quiet," commented Murray. "International project business
remains relatively strong and continues to generate significant
bookings in our Flow Control segment."

"Earnings results in this segment were disappointing," continued
Murray. "As we expected, manufacturing inefficiencies in our
on/off valve business were the main cause of poor operating income
in this segment, and there were large expenses primarily related
to asset write-offs primarily for excess and obsolete inventory
and the consolidation of our Houston facilities."

        Measurement Systems posts strong quarterly results

On a year-on-year basis, fourth quarter 2003 Measurement Systems
revenues were $127.6 million, up $42.1 million from $85.5 million
in the corresponding period of 2002. Volume growth was due to
continued rollouts of point-of-sale systems for several major oil
companies in the U.S., improving international sales of gasoline
dispensers, and an uptick in dispenser demand from U.S. jobbers.
Demand for dispensers from U.S. major oil companies remained weak.
The acquisition (made in the second quarter) of Tokheim North
America assets contributed $10.2 million in revenue growth.

Operating income in the fourth quarter of 2003 was $15.3 million,
up $7.5 million from fourth quarter 2002 operating income of $7.8
million. The Tokheim asset acquisition contributed $2.1 in
operating income during the fourth quarter.

Backlog on December 31, 2003 was $57.3 million compared to $43.9
million on December 31, 2002.

On a sequential basis, fourth quarter 2003 revenues of $127.6
million were up $31.6 million from third quarter 2003 revenues of
$96.0 million.

Operating income in the fourth quarter of 2003 was $15.3 million,
up $2.2 million from third quarter operating income of $13.1
million.

Backlog on December 31, 2003 was $57.3 million compared to $49.5
million on September 30, 2003.

Said Murray, "In this segment, revenue increases from improved
market conditions and the acquisition we made earlier in the year
generated significant increases in operating income. We have begun
to see the effects of the investments made in restructuring and
lean manufacturing in this business in the U.S. and Europe over
the last few years, which have resulted in improved operating
leverage over the last few quarters. Typically, the fourth quarter
is a seasonal high in this business and the first quarter a
seasonal low."

             Compression and Power Systems segment
                 recovers from work stoppage

Compression and power systems revenue in the fourth quarter of
2003 was $81.3 million, up $17.2 million from $64.1 million for
the same period in 2002. In the natural gas engine business,
production picked up significantly as we shipped excess backlog
caused by the work stoppage earlier in the year. There was also
increased demand in the replacement parts business as gas
compression customers increased maintenance and refurbishment
spending due to higher utilization of their engine assets.

Operating income for the quarter ended December 31, 2003 was $7.8
million, compared to $2.8 million for the quarter ended December
31, 2002. Increased production in the natural gas engine business
was augmented by positive contributions from the blower business.

Backlog on December 31, 2003 was $68.2 million compared to backlog
of $40.7 million on December 31, 2002. Backlog increases are
primarily due to excess backlog due to the work stoppage in the
natural gas engine business.

On a sequential basis, revenue of $81.3 million in the fourth
quarter of 2003 was up $11.8 million from $69.5 million in the
third quarter of 2003.

Operating income for the fourth quarter of 2003 was $7.8 million,
compared to $1.4 million for the third quarter of 2003.

Backlog on December 31, 2003 was $68.2 million compared to backlog
of $77.6 million on September 30, 2003. Decreases in backlog were
mainly due to reduction of excess backlog caused by the strike.

"In our natural gas engine business, production has increased
substantially as we work to reduce our backlog," said Murray.
"Lead times on orders are starting to come down, but we have some
work to do before they reach acceptable levels. At the same time
we are seeing healthy aftermarket demand for parts which typically
indicates rising utilization rates of our engines by our
customers."

Murray stated, "In this segment our blowers business has turned
around, mainly due to restructuring efforts during 2002 and 2003.
There has been some improvements in the international water and
wastewater markets, but most of the improved results are due to
cost reductions."

                 First quarter 2004 outlook

"We expect operating income in the first quarter of 2004 to be up
significantly on both a sequential basis, and compared to the
first quarter of 2003," stated Murray. "Adjusted EBITDA in the
first quarter will be down on a sequential basis, and up slightly
from the $38.3 million in adjusted EBITDA fixed in our credit
agreement in the first quarter of 2003. We expect restructuring
expenses and other adjustments to drop significantly from the
fourth quarter of 2003."

"Going into 2004 our backlog position is higher than last year,
and bookings in most of our businesses are improved. We will see a
seasonal low in the first quarter, primarily due to the typical
seasonal decline in shipments in our measurement systems segment,
and will have some continued drag on earnings as we finish the
consolidation of our Houston on/off valve operations. We expect
adjusted EBITDA for 2004 to be between $180 million to $200
million."

Headquartered in Dallas, Texas, Dresser, Inc. is a worldwide
leader in the design, manufacture and marketing of highly
engineered equipment and services sold primarily to customers in
the flow control, measurement systems, and compression and power
systems segments of the energy industry. Dresser has a widely
distributed global presence, with over 7,500 employees and a sales
presence in over 100 countries worldwide. The Company's website
can be accessed at http://www.dresser.com/  

                        *   *   *

Standard & Poor's Ratings Services assigned its 'B+' rating on
Dresser Inc.'s proposed $125 million, senior unsecured, six-year
term loan. Standard & Poor's based the ratings on a highly
leveraged financial profile, partially offset by the company's
solid market position in its core business lines and improving
operating performance. Dresser's primary business segments are
designing and manufacturing equipment for the energy industry.

The rating is one notch below Dresser's 'BB-' corporate credit
rating and senior secured rating, reflecting significant amount of
secured debt that enjoys a priority position over the new senior
unsecured term loan. At the same time, Standard & Poor's affirmed
its existing 'BB-' corporate credit and senior secured rating and
'B' subordinated note rating. The outlook is stable. Dallas,
Texas-based Dresser will use proceeds from the loan to refinance
existing debt. Total debt outstanding is about $925 million.


DUO DAIRY LTD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Duo Dairy, LTD., LLP
        6875 North County Road 9
        Loveland, Colorado 80538-1334

Bankruptcy Case No.: 04-14827

Chapter 11 Petition Date: March 12, 2004

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsels: Jeffrey Weinman, Esq.
                   William A. Richey, Esq.
                   730 17th Street, Suite 240
                   Denver, CO 80202
                   Tel: 303-572-1010

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Kerbs Dairy, LLC                           $266,181
33440 Weld County Road 55
Gill, CO 80624

Agland, Inc.                               $228,515

Dairy Specialists, LLC                     $120,375

Primo Farms, LLC                            $90,228

Fort Collins Feed                           $86,649

Fort Collins Feed/Corn                      $85,747

Lextron Animal Health                       $72,103

Mountain Vet Supply, Inc.                   $63,136

Steve Sharp Transportation, Inc.            $48,866

US Commodities, LLC                         $40,730

Colorado Sweet Gold, LLC                    $40,195

Linden/Bartels & Noe                        $39,278

Teague Enterprises, LLC                     $34,557

Dext Company Of Colorado                    $29,616

IBA Dairy Depot, Inc.                       $25,980

Lansing Grain                               $25,158

Anderson Alfalfa Company                    $24,510

Hubbard Feeds                               $24,394

Hunt Spillman & Associates, P.C.            $19,960

Cox Oil Company                             $18,564


ENRON CORP: Proposes to Sell Megs LLC for $3.8 Million
------------------------------------------------------
MEGS LLC, a non-debtor Delaware limited liability company, was
formed on June 22, 1999.  MEGS was formed to own an offshore
natural gas gathering system in the Gulf of Mexico, with ENA
holding 100% sole member interest.  On March 26, 2000, Enron
Field Services, a non-debtor wholly owned subsidiary of ENA,
became the 100% owner of MEGS.

Herbert K. Ryder, Esq., at LeBoeuf, Lamb, Greene & MacRae LLP, in
New York, relates that in December 1999, MEGS received a loan
from ENA.  Through a series of intercompany transactions, MEGS
has loan payment obligations to EFS.  

                           MEGS' Assets

Mr. Ryder reports that MEGS owns approximately 29 miles of
pipeline located between Mississippi Canyon and Marathon Oil
Company's production platform in the South Pass in the Gulf of
Mexico -- the Gathering Facilities.  In addition, MEGS is a party
to:

   (1) a Gas Gathering Agreement, dated December 29, 1999, with
       Mariner Energy, Inc. and W&T Offshore, as amended
       pursuant to a notice of termination of Temporary
       Suspension Period dated February 29, 2000, from MEI to
       MEGS; and

   (2) an Operations and Maintenance Agreement, dated as of
       December 29, 1999, with MEI.

MEGS also has rights to right-of-way for the installation,
operation and maintenance of the Gathering Facilities, as
approved by the United States Department of Interior, Minerals
Management Service.

                     The Marketing Process

Mr. Ryder informs Judge Gonzalez that beginning in September
2003, ENA decided to sell substantially all of MEGS' assets and
began marketing those assets to third parties.  ENA contacted
approximately 40 companies that had expressed an interest in
purchasing the Assets or were likely candidates to purchase the
Assets.  MEGS Acquisition LLC offered the highest and best bid
for the Assets.  

ENA believes that the prompt sale of the Assets is the best way
to maximize value.  The Sale to MEGS Acquisition of the Assets
constitutes the highest and best offer received thus far for the
Assets.  On March 15, 2004, MEGS and MEGS Acquisition executed
the Purchase Agreement.

                      The Purchase Agreement

The principal terms of the Purchase Agreement are:

A. Purchase Price

   MEGS Acquisition agrees to pay $3,851,000 for the Assets.
   MEGS Acquisition will also assume the Assumed Liabilities in
   accordance with the Purchase Agreement.  The Purchase
   Agreement describes circumstance under which the Purchase
   Price may be adjusted for Casualty Loss.

B. Deposit

   MEGS Acquisition will deposit with the Escrow Agent pursuant
   to the Deposit Escrow Agreement, by certified check or wire
   transfer of immediately available funds, $1,000,000.  Pursuant
   to the Deposit Escrow Agreement, the Deposit will either be:

   (a) applied as a deposit towards the Purchase Price; or

   (b) returned to MEGS Acquisition in the event that the
       Purchase Agreement is terminated in certain limited
       circumstances; or

   (c) retained by MEGS in the event that the Purchase Agreement
       is terminated in other certain limited circumstances.

C. Assets

   The Assets include, among others:

   (1) the Gathering Facilities;

   (2) the Right-of-Way;

   (3) the Contracts;

   (4) all accounts receivable attributable to the operation of
       the Assets after the Effective Time;

   (5) all rights and benefits of, in, to or under all insurance
       maintained by MEI; and

   (6) the Records.

D. Assumed Liabilities

   In addition to the payment of the Purchase Price, at the
   Closing, MEGS Acquisition will assume and agree to pay,
   perform, and discharge when due all Liabilities (except for
   the Retained Liabilities) arising out of, in connection with
   or related to the ownership, development, operation, use or
   maintenance of the Assets, attributable to the period after
   the Effective Time, including, without limitation, all
   Environmental Liabilities and Obligations.  MEGS expressly
   retains responsibility for and agrees to pay, perform, and
   discharge all Liabilities to the extent arising out of, in
   connection with, or related to (i) the Reserved Assets, or
   (ii) the ownership, development, operation, use, or
   maintenance of the Assets and attributable to the period
   prior to the Effective Time.

E. Payment of Purchase Price

   At the Closing, MEGS Acquisition will transfer to MEGS by
   wire transfer of immediately available funds into an account
   or accounts designated in writing by MEGS, the Purchase Price:
   
   (a) less (i) the Deposit and accrued interest thereon which
       will be paid to MEGS pursuant to the Deposit Escrow
       Agreement and (ii) any retained amounts; plus

   (b) an amount equal to the pro rata portion of the cost of
       the insurance maintained by MEGS pursuant to the terms of
       the Operations and Maintenance Agreement, which is
       attributable to the period from January 1, 2004 through
       and including the Closing Date.

F. Consents and Approvals

   As soon as practicable after execution of the Purchase
   Agreement:

   (a) MEGS will request and use its commercially reasonable
       efforts to obtain third parties' consent to the
       contemplated transactions; and

   (b) MEGS Acquisition will reasonably cooperate with MEGS'
       efforts to obtain the Approvals; provided, however, until
       the Bankruptcy Court has entered the Sale, MEGS
       Acquisition will not be obligated to commence the process
       to qualify with the Mineral Management Service to own,
       and where applicable operate the Assets, or to otherwise
       take any action in connection with obtaining the
       Approvals.

   If an Approval to the assignment of an Asset is not obtained
   prior to Closing, then MEGS Acquisition may waive this
   failure to obtain the Approval and in the event of such
   waiver, MEGS Acquisition will indemnify MEGS from all losses,
   costs, expenses and liabilities with respect to the failure
   to obtain consent and the affected Asset will be included in
   the Assets delivered at Closing.

G. Time and Place of Closing

   The Closing will take place at the offices of LeBoeuf, Lamb,
   Greene & MacRae, LLP, located at Reliant Energy Plaza, 1000
   Main Street, Suite 2550, in Houston, Texas at 10:00 a.m.
   local time, on the second Business Day after the conditions
   to Closing have been satisfied, or at other place, date, and
   time as the parties may agree.

H. Termination of Agreement

   The Purchase Agreement may be terminated prior to the Closing
   Date under certain circumstances, including:

   (a) by the mutual written consent of each of MEGS and MEGS
       Acquisition;

   (b) by either MEGS or MEGS Acquisition if the Closing has not
       occurred on or before June 10, 2004 (as may be extended
       to July 31, 2004 pursuant to Section 5.2(b) or by written
       agreement of the parties); provided, however, that
       certain terms are met;

   (c) by MEGS, at any time after MEGS enters into an agreement
       with respect to an Alternative Transaction, or MEGS
       Acquisition, upon, but not prior to, the closing of an
       Alternative Transaction;

   (d) by MEGS Acquisition, to the extent the termination is
       expressly authorized by Article X (Casualty Loss);

   (e) by MEGS Acquisition, so long as MEGS Acquisition is not
       then in breach of any of its covenants, agreements,
       representations or warranties under the Purchase
       Agreement in any material respect, upon the failure of
       the Court to enter the Bidding Procedures Order prior to
       or on the date which is 30 days after the date of
       execution of the Purchase Agreement; or

   (f) by MEGS Acquisition, in the event that the Court enters
       the Bidding Procedures Order in a form which does not
       meet the definition of such Order set forth in Section
       1.1 of the Purchase Agreement.

I. Break-up Fee

   In the event that the Purchase Agreement is terminated (i) by
   MEGS or MEGS Acquisition pursuant to Section 5.2(f), or (ii)
   by MEGS pursuant to Section 5.2(b) and at the time of such
   termination, MEGS has entered into an agreement with respect
   to an Alternative Transaction, then, upon, but not prior to,
   the closing of the Alternative Transaction, MEGS agrees to
   pay to MEGS Acquisition a break-up fee equal to 5% of the
   Purchase Price, excluding any adjustments, on the date of the
   closing of the Alternative Transaction and the provisions of
   Section 5.4 will survive any termination.  Notwithstanding,
   in no event will any break-up fee be due and payable if MEGS
   Acquisition will have breached any of its obligations,
   representations or warranties contained in the Purchase
   Agreement in any material respect.  Upon payment of the
   break-up fee, MEGS will be fully released and discharged
   from any liability or obligation under or resulting from the
   Purchase Agreement and MEGS Acquisition will have no other
   remedy or cause of action under or relating to the Purchase
   Agreement or any Applicable Law, including, without
   limitation, for reimbursement of expenses.

K. Alternative Transaction

   MEGS and MEGS Acquisition acknowledge and agree that until
   the termination of the Purchase Agreement in accordance with
   its terms, MEGS will be permitted to solicit inquiries,
   proposals, offers, or bids from, and negotiate with, any
   Person other than MEGS Acquisition relating to the direct or
   indirect sale, transfer or other disposition, in one or more
   transactions, of all or substantially all of the Assets and
   may take any affirmative action to cause, promote, or assist
   with any such transaction with a third party; provided,
   however, that MEGS will not so solicit or take any other
   affirmative action with respect to an Alternative Transaction
   or enter into any Alternative Transaction until the Court
   approves the Bidding Procedures.  Notwithstanding anything to
   the contrary, in response to a written unsolicited proposal
   for an Alternative Transaction, from the date of the Purchase
   Agreement until entry of the Bidding Procedures Order, MEGS
   may participate in discussions or negotiations regarding the
   proposed Alternative Transaction and furnish information to
   and afford access to the property, books and records of MEGS
   and its Affiliates to the person proposing the Alternative
   Transaction.  Neither MEGS nor any of its Affiliates will have
   any liability to MEGS Acquisition either under or relating to
   the Purchase Agreement or any Applicable Law by virtue of
   entering into or seeking Court approval of any definitive
   agreement for failure to comply with the obligations in
   Section 8.10; provided that MEGS Acquisition is paid any
   breakup fee to the extent required at the time provided for
   therein.  Each of MEGS and MEGS Acquisition agree to comply in
   all material respects with the terms of the Bidding Procedures
   Order and agree that to the extent there is a conflict between
   the Purchase Agreement and the Bidding Procedures Order, the
   Bidding Procedures Order will govern in all respects.

L. Retention of Certain Amounts

   MEGS acknowledges and agrees that for a period of 90 days
   following the Closing Date it will retain in its bank
   accounts funds in an amount equal to at least 5% of the
   Purchase Price; provided, however, that if MEGS Acquisition
   provides written notice to MEGS of an alleged breach of
   Section 8.2 within the 90-day period, MEGS will retain in its
   bank accounts an amount equal to the amount claimed by MEGS
   Acquisition in the written notice until the claim is finally
   resolved.

Accordingly, ENA asks the Court to authorize it to consent to the
sale of MEGS to MEGS Acquisition or to the winning bidder at the
Auction, in accordance with the terms and conditions of the
Purchase Agreement, free and clear of any liens, claims and
encumbrances.

Mr. Ryder informs the Court that MEGS intends to apply the
proceeds received from the sale of the Assets to EFS towards the
amounts outstanding on the Loan.  It is anticipated that in turn,
EFS will remit the amounts received from MEGS to ENA to reduce
the intercompany obligations.

EFS filed a UCC-1 financing statement in connection with the
Loan.  EFS, as sole shareholder of MEGS, agreed to execute
appropriate documentation at the Closing to release the liens, if
any, existing as a result of the UCC-1 financing statements
filings.

Pursuant to Section 363 of the Bankruptcy Code, Mr. Ryder argues
that the contemplated sale should be authorized because:

   (i) MEGS no longer has a need of or use of the Assets;

  (ii) ENA believes that the sale of the Assets and Assumed
       Liabilities is preferable to MEGS' continued operation of
       the Assets;

(iii) the Purchase Agreement was negotiated at arm's length and
       in good faith; and

  (iv) except as disclosed in the Purchase Agreement, ENA and
       MEGS are not aware of any liens, claims, encumbrances, or
       any other interests in the Assets that have been asserted
       by creditors or other parties-in-interest. (Enron
       Bankruptcy News, Issue No. 103; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


FEDERAL FORGE: Employing Carson Fischer as Bankruptcy Counsel
-------------------------------------------------------------
Federal Forge, Inc., wants to employ Carson, Fischer, PLC as its
bankruptcy attorneys in its chapter 11 case, and asks the U.S.
Bankruptcy Court for the Western District of Michigan for
permission to retain the firm.  

The Debtor expects Carson Fischer to:

   a. provide information to the Debtor with regard to its
      duties and responsibilities as required by the United
      States Bankruptcy Code and as Debtor in possession;

   b. assist in the preparation of schedules and statement of
      affairs;

   c. assist in the preparation of financial statements, balance
      sheets and business plan;

   d. pursue any and all claims of the Debtor against third
      parties, including, but not limited to, preferences,
      fraudulent conveyances and accounts receivable;

   e. represent the Debtor with regard to any actions brought
      against it by third parties in the bankruptcy proceeding;

   f. assist in the negotiations with secured, unsecured, and
      priority creditors and preparing a Plan of Reorganization
      with a likelihood of confirmation; and

   g. obtain confirmation of a Plan of Reorganization.

Joseph M. Fischer, Esq., a partner in Carson, Fischer reports that
his firm will bill the Debtor with:

      Designation        Billing Rate
      -----------        ------------
      Partners           $280 to $450 per hour
      Associates         $135 to $275 per hour
      Law Clerks         $95 per hour
      Legal Assistants   $110 per hour

Headquartered in Lansing, Michigan, Federal Forge, Inc.
-- http://www.durgam.com/-- is a supplier specializing in  
nonsymetrical forgings.  The Company filed for chapter 11
protection on February 19, 2004 (Bankr. Mich. Case No. 04-01738).  
Lawrence A. Lichtman, Esq., at Carson Fischer, PLC represents the
Debtor in its restructuring efforts. When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $10 million.


FELCOR LODGING: Commencing Series A Preferred Stock Offering
------------------------------------------------------------
FelCor Lodging Trust Incorporated (NYSE: FCH) (S&P, B Corporate
Credit Rating, Stable Outlook), the nation's second largest hotel
real estate investment trust (REIT), is commencing an offering,
subject to market and other conditions, of approximately 4,000,000
additional shares of its $1.95 Series A Cumulative Convertible
Preferred Stock (NYSE: FCHPRA).  The offering is being made
pursuant to an effective shelf registration statement previously
filed with the Securities and Exchange Commission.  In connection
with the offering, FelCor will grant the underwriters an over-
allotment option to purchase up to an additional 600,000 shares of
Series A preferred stock.

The proceeds of the offering, estimated to be approximately $98
million before any exercise of the underwriters' over-allotment
option, will be used for general corporate purposes, which may
include investments in existing or additional hotel assets, the
retirement of debt and/or additional liquidity. Citigroup and
Bear, Sterns & Co. Inc. will be joint lead managers and joint
bookrunners for the offering, and Deutsche Bank Securities and
Legg Mason Wood Walker, Incorporated will serve as co-managers.


FELCOR LODGING: S&P Rates Convertible Preferred Stock at CCC
------------------------------------------------------------
Standard & Poor March 29

Standard & Poor's Ratings Services assigned its 'CCC' rating to
hotel owner FelCor Lodging Trust Inc.'s proposed $100 million
series A cumulative convertible preferred stock. Proceeds will be
used for general corporate purposes, including investments in
existing or additional hotel assets, the retirement of debt
and/or additional liquidity.  

Concurrently, Standard & Poor's affirmed its ratings, including
its 'B' corporate credit rating, on FelCor Lodging Trust Inc., a
sole general partner and owner of 95% partnership interest in
FelCor Lodging Limited Partnership (jointly FelCor). The outlook
is stable. Approximately $2.2 billion in debt was outstanding on
Dec. 31, 2003.

"The ratings for FelCor reflect the company's high debt leverage
and ownership of several under-performing hotels," said Standard &
Poor's credit analyst Sherry Cai. "These factors are offset by its
adequate liquidity position, sizable hotel portfolio, and
management's ongoing effort to sell non-strategic and/or under-
performing hotels."

Despite continuous assets sales, credit measures are not expected
to improve materially in the next few quarters. However, the
stable outlook incorporates the expectation that credit measures
will strengthen gradually as revenue growth returns to the lodging
industry in the next several quarters.


FIBERMARK: Files Voluntary Chapter 11 Petitions in Vermont
----------------------------------------------------------
Reflecting its determination to strengthen its financial position,
FiberMark, Inc. (AMEX: FMK) announced the filing of voluntary
petitions for the reorganization of the Company and its U.S.
operations under chapter 11 of the U.S. Bankruptcy Code.

The filing, in U.S. Bankruptcy Court for the District of Vermont,
does not include FiberMark's European subsidiaries in Germany and
the U.K., which are legally separate, independently funded
entities that continue to be financially and operationally strong.
FiberMark is a leading producer of specialty fiber-based materials
for a broad range of industrial and consumer needs worldwide,
serving thousands of customers in the transportation, publishing,
packaging, graphic arts, office products and many other
industries.

In connection with its filing, FiberMark has obtained a commitment
for $30 million of debtor-in-possession (DIP) financing from GE
Commercial Finance. Upon court approval, this new credit facility
will be available as needed to supplement FiberMark's existing
cash flow from operations and enhance the Company's ability to
meet its obligations to its employees, customers, vendors and
other business partners during the reorganization process.

Alex Kwader, chairman and chief executive officer of FiberMark,
said: "This action reflects our determination to complete the
process of properly positioning FiberMark strategically,
operationally and financially. Since the Company's formation in
1989, we have built a position as a leading independent value-
added producer of specialty fiber-based materials. Expanding our
capabilities in North America through four acquisitions over the
past ten years, we subsequently consolidated our U.S.
manufacturing sites to achieve an enhanced mix of operations,
improved our organizational efficiency, developed and installed
state-of-the-art equipment, implemented aggressive cost reductions
and strengthened our management team.

"Since 2001, however, we have felt the effects of a weak economy
and of a prolonged recession in most of our key markets, even as
our operations in Germany and the U.K. have continued to perform
well. These adverse conditions have been further exacerbated over
the past two years by the burden of acquisition-related debt and a
number of operational issues, including production inefficiencies
related to the consolidation of manufacturing facilities,
structural sales declines due to business divestitures, instances
of product obsolescence and downgrading by customers to lower-
valued materials.

"At this point, we have nearly completed our facility
consolidations and have made substantive productivity
improvements. Our decision to file voluntary petitions for chapter
11 protection was not driven by any imminent cash shortage.
However, the adverse economic, industry, and company-specific
factors described above have impacted our earnings and, in turn,
our ability to meet our substantial debt obligations.

"Accordingly, after carefully considering a variety of
alternatives in consultation with outside financial advisors, we
concluded that the best way to preserve the value of FiberMark for
our creditors and other stakeholders, and to meet our obligations
going forward to our customers, vendors, business partners and
employees, was to pursue a voluntary, court-supervised financial
reorganization and debt restructuring.

"During the chapter 11 process, which we hope to complete by year
end, we will work closely with our creditors to develop a mutually
acceptable Plan of Reorganization. From a business standpoint, we
intend to continue normal operations at all of our facilities. We
will continue to drive for further improvements in our operational
efficiency. We will continue to meet our customer commitments. We
will meet, under normal terms, our post-petition financial
obligations to our vendors. And with our operational challenges
now largely behind us, we will intensify our marketing and
business development efforts to derive maximum benefit from our
strategic focus on value-added specialty materials and services.

"I believe we have the right strategy. We have a strong team. We
have many outstanding products and thousands of loyal customers
large and small across many industries. I am confident that with
lower debt, with the operational foundation we have built during
the past few years, and with the continued support of our
customers, vendors, employees and other business partners,
FiberMark will emerge as a strong company for the long term."

FiberMark is filing several first day motions in the Vermont
bankruptcy court to support its ongoing U.S. operations, including
a request for interim approval of the Company's DIP facility, and
for permission to pay employees and continue benefit programs
during the reorganization process. For the filing entities,
FiberMark listed combined assets of $329.6 million and combined
liabilities of $405.7 million.

Berenson & Company is serving as FiberMark's financial advisor
with regard to the reorganization and the law firm of Skadden,
Arps, Slate, Meagher & Flom LLP is serving as the Company's legal
advisor.

                  FiberMark's Fourth-quarter and
                    Full-year Financial Results

Separately, FiberMark reported its financial results for the
fourth quarter and year ended December 31, 2003. For the fourth
quarter of 2003, the Company reported a net loss of $2.3 million,
or $0.33 per share, compared with a net loss of $58.1 million, or
$8.22 per share, for the same quarter last year. Fourth-quarter
2003 results included a $1.4 million non-cash asset impairment
charge equal to $0.20 per share, as well as a one-time foreign
exchange transaction gain of $4.0 million equal to $0.56 per
share. Fourth-quarter 2002 results included a $42.9 million non-
cash goodwill impairment charge equal to $6.07 per share.

Net sales for the fourth quarter of 2003 were $94.9 million
compared with $97.3 million in the same quarter in 2002, a decline
of 2.5%. Sales from German operations in the fourth quarter of
2003 were $44.8 million compared with $40.8 million in the prior-
year quarter, an increase of 9.8%. Excluding the translation
effects of a stronger euro, which accounted for $8.1 million in
sales for the fourth quarter compared with the prior-year quarter,
sales from German operations declined 10.0%. Fourth-quarter 2003
sales from North American operations were $50.1 million compared
with $56.6 million in the prior-year quarter, a decline of 11.5%.

For the full year 2003, the Company reported a net loss of $119.2
million, or $16.87 per share, compared with a net loss of $54.0
million, or $7.69 per share, for the full year 2002. No tax
benefits were recorded on U.S. net operating losses in the fourth
quarter of either 2003 or 2002, but were recorded in the first
nine months of 2002. Results for 2003 included non-cash asset
impairment charges of $93.6 million, equal to $13.25 per share,
which included $92.3 million in goodwill impairment recorded in
the third quarter of 2003. Results for 2002 included a non-cash
asset impairment charge of $42.9 million (for goodwill), equal to
$6.11 per share.

Sales in 2003 were $397.4 million compared with $397.2 million in
2002, essentially unchanged. Sales from German operations were
$183.2 million in 2003 compared with $153.1 million in the same
period last year, an increase of $30.1 million or 19.7%. Excluding
the translation effects of a stronger euro, which accounted for a
$30.8 million sales increase in 2003 compared with 2002, sales
from German operations were essentially unchanged. Sales from
North American operations were $214.2 million in 2003 compared
with $244.1 million in 2002, a decline of $29.9 million or 12.2%.

As of December 31, 2003, FiberMark's pro forma unused borrowing
capacity under the existing credit facility was $42.2 million. The
Company does not expect its borrowing capacity to differ
substantially as a result of the chapter 11 process.

"Fourth-quarter sales were slightly below fourth-quarter 2002
results, but only with the help of exchange rate benefits, as both
German operations and North American operations experienced
relative weakness in most markets," said Kwader. "In addition to
continued economic weakness, North American operations faced
continuing competition from lower-valued substitutes and product
obsolescence and discontinued business related to product line
divestitures and facility closures, particularly in technical
specialties. The December 2002 sale of most of the Company's North
American industrial filter media business accounted for $2.0
million of the fourth-quarter-2003 decline. However, we did see
encouraging signs in our office products business, where the sales
decline was more modest than in recent quarters, down just 1.5%.
This business typically provides some indication of economic
recovery. The decline in total sales volume, and to a much lesser
degree weaker pricing and product mix, accounted for approximately
$4.0 million in lower earnings.

"Higher energy and pulp costs negatively impacted results by
approximately $0.8 million compared with the prior-year quarter,"
Kwader added. "On the positive side, reductions in overhead and
improved operational efficiencies accounted for approximately $6.1
million, net of the cost of product and equipment transfers. These
gains are an important continuation of operational improvements.
Separately, we have now achieved $14 million of the $18-20 million
on an annualized basis of expected cost savings outlined in August
2003. We expect to achieve the remaining balance beginning in the
second quarter of 2004 with the expected, previously announced
closure of our papermaking operations in Brownville, New York.
Top-line improvement continues to be a critical factor in any
overall improvement in our results."

Separately, the Company announced the resignation of K. Peter
Norrie and Marion A. Keyes, IV, from its Board of Directors, both
for health reasons. Norrie is a former chairman of the board of
FiberMark, Inc., and had served as a director of the Company since
1989. Keyes had served as a director since 1997. FiberMark thanks
both directors for their service to the Company.

FiberMark, headquartered in Brattleboro, Vt., is a leading
producer of specialty fiber-based materials meeting industrial and
consumer needs worldwide, operating 11 facilities in the eastern
United States and Europe. Products include filter media for
transportation and vacuum cleaner bags; base materials for
specialty tapes, electrical and graphic arts applications;
wallpaper, building materials and sandpaper; and cover/decorative
materials for office and school supplies, publishing, printing and
premium packaging.


FLEMING COMPANIES: Wants to Reject 25 Former Employee Agreements
----------------------------------------------------------------
The Fleming Debtors seek the Court's authority to reject 25
employment agreements with their former employees to the extent
the Agreements are executory contracts.  The Debtors determined
that the Agreements are unnecessary to their restructuring and
reorganization efforts.

The Debtors explain that their objective is "to ensure that, to
the extent possible, severance and any other claims under the
Employment Agreements will not be afforded administrative expense
priority."  The Debtors want to reject the contracts now so they
may proceed with their reorganization "with more clarity"
concerning the total volume and amount of administrative and
unsecured claims.

The Employment Agreements include Employment Offer Letters,
Employment Letters and Agreements, Termination Agreements, and
Change of Control Employment Agreements.  The Counterparties to
the Agreements are:

                    1. J. R. Campbell,
                    2. David C. Coleman,
                    3. Tom Dahlen,
                    4. Tom Farello,
                    5. Lenore Graham,
                    6. Ronald B. Griffin,
                    7. Mark S. Hansen,
                    8. Carlos Hernandez,
                    9. Matt Hildreth,
                   10. Tim LaBeau,
                   11. Bryon L. Lovell,
                   12. Denny Lucas,
                   13. Bill Marquard,
                   14. William E. May, Jr.,
                   15. William C. Mee,
                   16. William A. Merrigan,
                   17. Milton Milam,
                   18. Philip B. Murphy,
                   19. Scott M. Northcutt,
                   20. Neal J. Rider,
                   21. Jeff Rutman,
                   22. Mark D. Shapiro,
                   23. Paul Siegel,
                   24. John Standley, and
                   25. Tom Zatina

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)


GLOBAL CROSSING: Launches 3 Voice-over-Internet Protocol Services
-----------------------------------------------------------------
Global Crossing (Nasdaq: GLBC) announced three new Voice-over-
Internet Protocol (VoIP) service offers for enterprises, enabling
them to connect and complete packet-based inbound and outbound
calls over Global Crossing's private multi-protocol label
switching (MPLS) network.

Enterprises now have the option of migrating to an all-IP voice
network environment at their own pace, without having to invest in
expensive network infrastructure.  Global Crossing's fully
interoperable voice network delivers carrier-class quality,
reliability and security, which are unavailable to enterprises
from public Internet based voice services.

"Our latest enterprise voice services leverage our unique network
and technology advantages as we continue to build on our vision to
become the market leader in global data and IP services," said
John Legere, chief executive officer of Global Crossing.

Global Crossing's Enterprise VoIP Service portfolio has expanded
from VoIP On-net Transport to include VoIP Outbound, VoIP Toll-
free and VoIP On-net Plus.  All Enterprise VoIP Services offer
carrier-class quality, backed by end-to-end IP service level
agreements (SLAs) for jitter, packet loss, availability, and
latency, plus traditional voice metrics including call completion
rates, post dial delay, and answer success ratio.  The VoIP  
network operated at 99.999 percent availability during 2003.

"Enterprises are demanding cost-effective, highly secure, and
reliable seamless migration solutions to VoIP, leading to a fully
converged IP network of voice, video and data over a single
connection," said Anthony Christie, Global Crossing's chief
marketing officer.  "Offered through our interoperable, secure IP
voice network and combined with our global reach, today's new VoIP
services not only meet enterprise customers' demands, but also
maximize their existing network investments."

Global Crossing enjoys a significant advantage in IP telephony
because its VoIP backbone is fully interoperable with its time-
division multiplexing (TDM) backbone and provides enterprises a
migration path towards a fully IP voice network on a timetable
that meets customers' conversion requirements.  All enterprise
locations with direct connections to Global Crossing are on a
unified, on-net voice platform, regardless of whether they use TDM
or VoIP. Global Crossing also provides a free "no-risk"
interoperability test over the public Internet once a contract is
signed and prior to installation of any dedicated circuits to
ensure that once a connection is made, the VoIP service performs
as contracted.

"Global Crossing's Enterprise VoIP Service portfolio offers
enterprise customers a high quality and secure voice solution
leveraging the advantages of a private IP backbone," stated Bryan
Vandussen, director of Telecommunications Strategies, U.S. at The
Yankee Group.  "Global Crossing has also developed products that
address the CIO's need to carefully transition into VoIP,
including off net services, voice SLAs, and inter-working between
IP and TDM."

According to The Yankee Group, network convergence and its
associated drivers are changing today's business environment.  
Enterprise network managers continue to experience steady pressure
to adopt IP-based voice, video, and data applications over a
single common corporate network.  VoIP over the WAN is becoming a
key element in strategic network planning, providing reduced
operating costs and increasing functionality.

"Our Enterprise VoIP Service portfolio also reduces our customers'
total cost of ownership, and positions them with a service
provider that helps them move towards a fully converged IP network
when they are ready," added Christie.

Ovum, a strategic analyst firm in the telecommunications and IT
industries, states that many enterprises can realize savings of up  
to 20 percent in total cost of ownership by moving to IP telephony
solutions from traditional telephony solutions.

"Through Global Crossing's IP VPN service for on-net IP voice
transport, we're able to seamlessly connect our three office
locations and more than 30 remote home office employees by using
Global Crossing's private network," said Gene Weiland, director of
MIS, with CareCentric.  "Since using the VoIP On-net transport
service for our voice traffic, we've been pleased with the
consistent reliability and call quality, and have significantly
reduced our long-distance expenses."

Global Crossing VoIP Services have been created to meet the needs
of both enterprise and carriers, and they support multiple
compression schemes including G.711 and G.729, and signaling
protocols including SIP and H.323. Global Crossing offers various
access options including IP VPN, Frame Relay, ATM, Private Line,
Dedicated Internet Access, IP Transit, Ethernet and DSL. Access
connections are also available over the public Internet.

    Global Crossing Enterprise VoIP Service(TM) Portfolio

The following offers may be provisioned over the same network,
minimizing the administration and network management, while
providing a converged IP solution:

     Global Crossing VoIP On-net Transport(TM):  Enterprises use
     Premium CoS on IP VPN to support customer managed dial plans
     for all internal sites connected to the Global Crossing IP
     VPN in more than 500 cities in 50 countries.  This eliminates
     traditional long distance and international long distance
     charges.

     Global Crossing VoIP Outbound(TM):  Global Crossing will
     accept enterprise outbound IP voice traffic for long distance
     and international long distance to more than 240 countries
     worldwide.  The IP voice traffic will be transported across  
     Global Crossing's private VoIP platform for off-net TDM
     completion via the local public switched telephone network
     (PSTN).

     Global Crossing VoIP Toll Free(TM): Global Crossing will
     accept originating TDM Toll Free traffic, converting it to IP
     for transport across Global Crossing's private VoIP platform
     for IP completion to enterprise locations.

     Global Crossing VoIP On-net Plus(TM): Enterprises will be
     able to connect all of their locations to Global Crossing and
     send IP or TDM on-net traffic for completion to more than 500
     cities in 50 countries without traditional long distance and
     international long distance charges.  Call detail records
     (CDRs), dial plan management and performance tracking will
     be available via Global Crossing's self-service online tool,
     uCommand(R).

     Global Crossing Managed VoIP Services:  Global Crossing will
     manage the enterprise voice service within the premises
     router, administrating the customer's internal dial plan, and
     monitoring the quality and availability to meet the
     performance SLAs.  When sharing bandwidth, management is key
     to ensuring that critical real-time applications, such as
     VoIP and video, receive the level of service they require to
     maintain a positive end-user experience.

The VoIP On-Net Transport offering has been available globally
since May 2003.  VoIP Outbound and VoIP Toll Free are expected to
be available in the summer of 2004 in North America, with phased
rollouts to other regions.  VoIP On-net Plus and Global Crossing's
Managed VoIP Services are planned for availability in the fourth
quarter of 2004 in North America.

Global Crossing's Enterprise VoIP Service offer builds upon the
considerable expertise acquired in deploying a global VoIP
platform, delivering wholesale VoIP services to carrier customers
since September 2003. That expertise also includes lessons learned
from Global Crossing's conversion of more than 50 of its own
offices to VoIP, including two call centers worldwide.

Global Crossing was an early adopter of VoIP, and one of the first
providers to deploy a global VoIP platform almost four years ago.  
It currently transports more than two billion minutes per month
over the VoIP platform, representing 30 percent of its total voice
traffic.  VoIP traffic is expected to carry more than 40 percent
of our overall voice traffic by the end of 2004.

Global Crossing IP services are global in scale, linking the
world's enterprises, governments and carriers with customers,
employees and partners worldwide in a secure environment that is
ideally suited for IP-based business applications, allowing e-
commerce to thrive.  The company offers a full range of managed
data and voice products including Global Crossing IP VPN Service,
Global Crossing Managed Services and Global Crossing VoIP
services, to more than 40 percent of the Fortune 500, as well as
700 carriers, mobile operators and ISPs.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd. --  
http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services.  The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No.
02-40188).  When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts.  Global Crossing emerged from
chapter 11 on Dec. 9, 2003.

For more information about Global Crossing, visit
http://www.globalcrossing.com/


HARRAH'S ENTERTAINMENT: Sets Q1 Conference Call for April 21
------------------------------------------------------------
Harrah's Entertainment, Inc. (NYSE: HET) will host a conference
call Wednesday, April 21, 2004, at 9:00 a.m. Eastern Daylight Time
to discuss its 2004 first-quarter results.

Those interested in participating in the call should dial
1-888-399-2695, or 1-706-679-7646 for international callers,
approximately 10 minutes before the call start time.  A taped
replay of the conference call can be accessed at 1-800-642-1687,
or 1-706-645-9291 for international callers, beginning at noon
EDT Wednesday, April 21.  The replay will be available through
11:59 p.m. EDT on Tuesday, April 27.  The passcode number for the
replay is 6512219.

Interested parties wanting to listen to the conference call on the
Internet may do so on the company's Web site --
http://www.harrahs.com/-- in the Investor Relations section  
behind the "About Us" tab.

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

More information about Harrah's is available at
http://www.harrahs.com/


HIGH VOLTAGE: Employs Fried Frank as Bankruptcy Attorney
--------------------------------------------------------
High Voltage Engineering Corporation and its debtor-affiliates
sought and obtained permission from the U.S. Bankruptcy Court for
the District of Massachusetts, Eastern Division, to engage Fried,
Frank, Harris, Shriver & Jacobson LLP as their attorneys.

Fried Frank has been rendering legal advice with respect to the
Debtors' restructuring, including negotiating with the Unofficial
Committee, the lenders and other constituencies.

In this engagement, Fried Frank will:

   a) provide legal advice with respect to the Debtors' powers          
      and duties as debtors and debtors in possession in the
      continued operation of their businesses and management of
      their properties, including with respect to general
      corporate, tax, litigation, real estate and ERISA matters;

   b) take necessary action to protect and preserve the Debtors'
      estates, including the prosecution of actions on behalf of
      the Debtors and the defense of actions commenced against
      the Debtors;

   c) prepare, present, and respond to, on behalf of the
      Debtors, as debtors in possession, necessary applications,
      motions, answers, orders, reports and other legal papers       
      in connection with the administration of their estates in
      these cases;

   d) negotiate and prepare on the Debtors' behalf the Debtors'
      Plan, disclosure statement, and all related agreements
      and/or documents, and take any necessary action on behalf
      of the Debtors to obtain confirmation of such Plan; and

   e) perform any other necessary legal services for the
      Debtors, as debtors in possession, in connection with
      these chapter 11 cases.

In addition, Fried Frank will consult with the Debtors' management
and other advisors in connection with:

   (i) any potential transaction involving the Debtors and

  (ii) the operating, financial and other business matters
       relating to the ongoing activities of the Debtors.

Fried Frank will charge the Debtors for its legal services on an
hourly basis in its ordinary and customary rates:

      Designation           Billing Rate
      -----------           ------------
      Partners              $565 - $925 per hour
      Of Counsel            $515 - $850 per hour
      Special Counsel       $515 - $540 per hour
      Associates            $275 - $465 per hour
      Legal Assistants      $140 - $205 per hour

The professionals who will be primarily responsible in this
engagement are:

   Professional's Name    Designation       Billing Rate
   -------------------    -----------       ------------
   Brad Eric Scheler      Partner           $925 per hour
   Vivek Melwani          Partner           $565 per hour
   Gary L. Kaplan         Associate         $450 per hour
   Christopher R. Bryant  Associate         $385 per hour
   Andrew J. Schoulder    Associate         $320 per hour
   Abigail P. Bomba       Associate         $275 per hour
   Matthew Bergman        Legal Assistant   $145 per hour

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


HOLLYWOOD ENTERTAINMENT: Merger News Spurs S&P to Watch Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings for
Hollywood Entertainment Corp., including the 'B+' corporate credit
rating, on CreditWatch with negative implications. The CreditWatch
placement followed Hollywood's announcement that it has entered
into a definitive merger agreement to be acquired by an affiliate
of Leonard Green & Partners, L.P. Leonard Green will be acquiring
Hollywood's outstanding common stock for $14.00 per share in cash.
The aggregate value of the merger transaction is estimated to be
about $1.26 billion, including the repayment of indebtedness. The
transaction is subject to shareholder and regulatory approval, and
is expected to close in the third quarter of calendar 2004.
   
"The CreditWatch listing reflects the possibility that ratings
could be lowered based on a potential deterioration in Hollywood's
credit profile post merger," said Standard & Poor's credit analyst
Diane Shand. "Standard & Poor's will monitor the developments of
the proposed offer. The current ratings reflect the company's
participation in the highly competitive and mature home
entertainment industry, its dependence on its own domestic
video business and decisions made by movie studios, and the long-
term threat associated with new technologies for delivering home
video. These risks are partially mitigated by the company's good
position in the video rental industry and the positive effects of
revenue-sharing agreements with movie studios and consumers
shifting to DVDs from VHS."

Hollywood's operating performance has been under pressure since
the second quarter of 2003 due to increased costs related to the
expansion of the Game Crazy business (video games) and lack of
sales leverage in the video rental business. Profitability is
expected to remain under pressure in 2004 given the weakness in
the overall video rental industry and the company's continuing
investments in Game Crazy. Hollywood is currently moderately
leveraged for the rating, with total debt to EBITDA of 4.2x.

Wilsonville, Ore.-based Hollywood Entertainment operates more than
1,900 Hollywood Video stores in 47 states and approximately 600
Game Crazy video game specialty stores.


HAYNES INT'L: Files for Chapter 11 Protection in S.D. Indiana
-------------------------------------------------------------
Haynes International, Inc. reached an agreement in principle with
an ad hoc committee of holders of its Senior Notes and its present
equity holders on a financial restructuring that would
substantially reduce the Company's debt. Previously, Haynes
entered into an agreement to modify its collective bargaining
agreement with its union workforce. As a result of that agreement,
the Company will receive more flexibility in shift schedules,
among other things. To facilitate the restructuring, the Company
and certain of its U.S. subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
Indianapolis, Indiana. None of Haynes' operations outside of the
U.S. were included in the filing. Haynes expects to utilize the
Chapter 11 process to finalize and implement the debt
restructuring agreement and said that its worldwide operations are
expected to continue as usual throughout the Chapter 11 process.

Additionally, Haynes has received a commitment from Congress
Financial Corporation (Central) for up to $100 million in new
debtor-in-possession (DIP) financing. Upon Court approval, the DIP
financing, combined with the Company's cash from operations, will
provide sufficient funding for operations during the Chapter 11
process. The DIP lenders have also agreed to continue to finance
the Company upon its emergence from Chapter 11. The increased
financing the Company will receive upon its emergence will provide
ample liquidity to finance growth in the business during the next
three years.

"We have been involved in discussions with the ad hoc note
holders' committee, our majority shareholder and our senior
lenders for several months in an effort to address our balance
sheet issues. We believe this agreement achieves what we set out
to do at the outset, namely to strengthen our balance sheet and
improve our prospects for long-term success," said Francis Petro,
Haynes' Chief Executive Officer. "This restructuring, once fully
implemented, will allow Haynes to take full advantage of the
fundamental strength of our business operations. We will have a
much improved balance sheet and a capital structure that is more
appropriate for the business," Mr. Petro said.

Under the terms of the restructuring agreement, Haynes' Senior
Note holders will exchange their $140 million of 11 5/8% Senior
Notes due 2004 for 96% of the equity in the reorganized company
(subject to dilution from a management equity plan) upon its
emergence from Chapter 11. Haynes' is privately held and its
current majority equity holder has agreed to the cancellation of
their current equity interest in Haynes in exchange for 4% of the
equity in the reorganized company upon its emergence from Chapter
11.

Haynes expects to file a Plan of Reorganization and Disclosure
Statement in the next several weeks which will incorporate the
terms of the restructuring agreement. "We believe that, under the
circumstances, filing for Chapter 11 was the best course of action
for Haynes as it gives us the best opportunity to take the steps
necessary to implement the debt restructuring plan in a Court-
supervised and controlled environment while we continue operating
our business without interruption," Mr. Petro added.

Haynes intends to continue operating under Chapter 11 in the
ordinary course of business. As a routine matter, ongoing employee
compensation and benefit programs are being presented to the Court
for approval as part of the Company's "first day" motions. The
Company anticipates that the Court will approve these requests,
thereby ensuring that employees will be paid and that benefit
programs will remain intact. Similarly, Haynes' retirees will
continue to receive their medical, disability and life insurance
without interruption. In addition, Haynes' pension plan is a
separate legal entity from the Company and is protected under
federal law. Therefore the Company does not anticipate any impact
on retirees' pension benefits.

As previously announced, Haynes reached a tentative agreement with
the membership of United Steel Workers of America Local 2958 to
extend the collective bargaining agreement through June 2007 and
amend several of its terms. The new agreement will become
effective upon implementation of the restructuring.

Haynes' present intention is that its Plan of Reorganization will
provide that the allowed amounts of vendor claims for all
prepetition goods and services will be paid in full upon the
Company's emergence from Chapter 11. As required by the Bankruptcy
Code, suppliers will be paid in full for all goods furnished and
services provided after the filing date.

"Our customers and suppliers should experience no change in the
way we do business with them," said Mr. Petro. "We have taken
every step to make sure that suppliers get paid in full in the
ordinary course of business and that our customers continue to
receive the same high quality goods and services to which they are
accustomed."

Mr. Petro also emphasized that the agreement in principle with
Haynes' equity holders and Senior Note holders should
significantly expedite the restructuring process and said that the
Company is optimistic that it will be able to emerge from Chapter
11 by the end of the year at the latest.

Mr. Petro concluded, "We appreciate the ongoing loyalty and
support of our employees. Their dedication and hard work are
critical to our success and integral to the future of the Company.
I would also like to thank our customers, vendors and business
partners for their continued support during this process. Our
management team is committed to making this reorganization
successful and leading Haynes towards a brighter future."

The Company's Chapter 11 petitions were filed in the United States
Bankruptcy Court for the Southern District of Indiana. Details
regarding the filing can be found at http://www.haynesintl.com/  
or http://www.kccllc.net/haynes  

Haynes International, Inc. is a leading developer, manufacturer
and marketer of technologically advanced, high performance alloys,
primarily for use in the aerospace and chemical processing
industries.


HAYNES INT'L: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Haynes International, Inc.
             1020 West Park Avenue
             Kokomo, Indiana 46904-9013

Bankruptcy Case No.: 04-05264

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Haynes Holdings, Inc.                      04-05365
Haynes Sour Gas Tubulars, Inc.             04-05367
Haynes Specialty Steel Company             04-05366

Type of Business: Haynes International, Inc., develops,
                  manufactures and markets technologically
                  advances, high performance alloys primarily for
                  use in the aerospace and chemical processing
                  industries.  The Company's products are high
                  temperature alloys and corrosion resistant
                  alloys.

Chapter 11 Petition Date: March 29, 2004

Court: Southern District of Indiana, Indianapolis Division

Judge: Metz, Anthony J., III

Debtors' Counsel: J. Eric Ivester, Esq.
                  Skadden, Arps, Slate, Meagher & Flom LLP
                  333 West Wacker Drive, Suite 2100
                  Chicago, Illinois 60606-1285

                              and

                  Jeffrey A. Hokanson, Esq.
                  Ice Miller
                  One America Square, Box 82001
                  Indianapolis, Indiana 46282-0002

Total Assets: $187,000,000

Total Debts: $362,000,000

Debtor's Consolidated 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wells Fargo, N.A. as          Notes                 $140,0000,000
  Trustee for 11-5/8% Senior
  Notes due Sept. 2004
Sixth & Marquette
MAC N9303-120
Minneapolis, Minnesota 55479
Attn: Thomas M. Korsman
CTS/Special Accounts Group
Tel: 612 466 5890
Fax: 612 997 9825

Blackstone Management         Services                 $1,610,653
  Partners L.P.
Attn: Jon Barnwell
345 Park Avenue, 31st Floor
New York, NY 10154
Tel: 212 583 5872
Fax: 212 883 5483

Kokomo Gas & Fuel Company     Trade                      $588,965
Attn: David McFatridge
900 East Blvd.
P.O. Box 9015
Kokomo, Indiana 46904
Tel: 765 459 4101
Fax: 765 459 0526

PSI Cinergy                   Trade                      $468,259
P.O. Box 663687
Indianapolis, Indiana 46277
Attn: Mark Thompson
Tel: 317 423 9856
Fax: 765 454 6524
Attn: William Rodgers
Tel: 765 454 6189
Fax: 765 454 6524

Simpson Thacher & Bartlett    Services                   $340,000
  LLP
Attn: Wilson Neely
425 Lexington Avenue
New York, NY 10017
Tel: 212 455 2000
Fax: 212 455 2502

International Metals          Trade                      $263,100
  Processing
Attn: Legal Department
3131 North Franklin Road
Suite E
Indianapolis, Indiana 46226
Tel: 317 895 4141
Fax: 317 895 4146

Dynamic Products              Trade                      $180,000

Voest-Alpine Industries       Trade                      $144,765

Harbison Walker Refractories  Trade                      $143,423

Northern Indiana Supply Co.   Trade                      $104,854
  Inc.

Air Products and Chemical,    Trade                      $102,066
  Inc.

H.C. Starck (Ohio)            Trade                       $89,587

Full Service Supply           Trade                       $81,242

Kirby Risk Electrical Supply  Trade                       $76,605

Tranzact, Inc.                Trade                       $67,295

Faxon Machining               Trade                       $66,780

Western Forge & Flange        Trade                       $65,796

American Flux & Metals Co.    Trade                       $62,370

Hitachi Metals of America     Trade                       $60,850

Dynamic Systems, Inc.         Trade                       $55,370       


IMC GLOBAL: Amends Existing $460 Million Senior Credit Facility
---------------------------------------------------------------
IMC Global Inc. (NYSE: IGL) obtained unanimous consent from the
participants in its 5-year, approximately $460 million bank credit
facility of May 2001 for amendments that include the extension of
its refinancing requirements and modification of financial
covenant levels for 2004.

IMC obtained certain amendments to its existing senior credit
facility, primarily to amend a requirement that IMC refinance the
remaining approximately $37 million of senior notes scheduled to
mature in 2005 (the 2005 notes) prior to October 15, 2004 and also
to modify financial ratio covenant levels for 2004. In 2003, IMC
refinanced approximately $413 million of the $450 million 2005
notes then outstanding. IMC will now have the ability to repay
approximately $10 million of the 2005 notes at maturity in January
2005 and extend the date by which it must refinance the remaining
balance of the 2005 notes to March 2005.

With 2003 revenues of $2.2 billion, IMC Global Global (S&P, B+
Corporate Credit Rating, Stable)  is the world's largest producer
and marketer of concentrated phosphates and potash crop nutrients
for the agricultural industry and a leading global provider of
feed ingredients for the animal nutrition industry. For more
information, visit IMC Global's Web site at imcglobal.com.


IT GROUP: Reaches Settlement for California DTSC Claims
-------------------------------------------------------
With respect to matters arising from The IT Group Debtors'
obligations regarding a long-term management and maintenance of
environmental controls at four landfills in California, the
Debtors ask the Court to approve its settlement agreement with the
California Department of Toxic Substances Control.

                          The Landfills

Debtors IT Corporation, IT Lake Herman Road, LLC, and IT Vine
Hill, LLC own and maintain real property in northern California
on which four landfills are located, known as Montezuma Hills,
Benson Ridge, Vine Hill Complex, and Panoche.  Section 25100 of
the California Hazardous Waste Control Law, Health & Safety Code
and the regulations promulgated under this law require closure
and post-closure care of the Landfills as well as financial
assurance with respect to these obligations.  These requirements
are the subject of a consent order between Debtor IT Corporation
and the State of California in California v. International
Technology Corp., and are also referenced in closure and post-
closure permits for the four Landfills that have been, or will
be, issued by the DTSC and other regulatory authorities.

                      The Disputed Claims

According to Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, in Wilmington, Delaware, the Debtors'
obligations with respect to the Landfills are the subject of
Claim No. 6926 aggregating $79,105,192, in which DTSC seeks:

   -- $7,125,654 with respect to Montezuma Hills;
   -- $4,725,051 with respect to Benson Ridge;
   -- $22,907,727 with respect to Vine Hill; and
   -- $44,346,760 with respect to Panoche.

The amounts consist of DTSC's past oversight costs and the amount
that DTSC estimates would be required for the agency to assume
full responsibility for post-closure and corrective action
activities with respect to the four Landfills.

                          The Settlement

After negotiations, the Debtors and DTSC agreed to resolve the
Disputed Claims by establishing and funding, as part of the
Debtors' Plan, the IT Environmental Liquidating Trust, for the
purpose of operating and providing for the operation, closure and
post-closure management of the Landfills.

In summary, the terms of the Settlement Agreement are:

(a) DTSC will receive no monetary recovery from the Debtors'
    estates with respect to the Disputed Claims, which are fully
    resolved.

(b) In accordance with the Plan, the Debtors will:

    -- establish the Trust by executing the IT Environmental
       Liquidating Trust Agreement, as referenced in, and made
       part of, the Plan;

    -- take all other steps necessary or appropriate to establish
       the Trust;

    -- contribute $1 million to the Trust; and

    -- appoint in accordance with the terms and conditions of and
       having the duties and powers provided for in the Trust
       Agreement, a Trustee to administer the Trust.

(c) The terms and conditions of the Settlement Agreement will be
    effective when (i) a Court order approving the Plan that
    provides for the establishment and funding of the Trust in
    substantially the form submitted and without alterations
    to the Trustee Agreement that impair DTSC's rights; and (ii)
    a Court order approving the Settlement Agreement have become
    final and non-appealable.

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. --
http://www.theitgroup.com-- together with its 92 direct and  
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on January 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom, represents the Debtors in their restructuring
efforts.  On September 30, 2001, the Debtors listed $1,344,800,000
in assets and 1,086,500,000 in debts. (IT Group Bankruptcy News,
Issue No. 44; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


KEY ENERGY: Delays Filing of 2003 Report & Expects Write-Down
-------------------------------------------------------------
Key Energy Services, Inc. (NYSE: KEG) did not file its Annual
Report on Form 10-K for the year ended December 31, 2003, by the
March 30, 2004, extended deadline. The Company had previously
filed with the Securities and Exchange Commission a notice on Form
12b-25 stating that it would be unable to file its 2003 Form 10-K
by March 15, 2004, and extending the period in which it intended
to file its 2003 Form 10-K to March 30, 2004.

As a result of the Company's continuing review, the Company
currently believes that a write-down of approximately $78 million
of assets, consisting predominantly of idle equipment, will be
required, a substantial portion of which the Company believes
should have been recorded in one or more prior years. As a result,
the Company expects to restate one or more prior year financial
statements, although the Company does not know at this time the
amounts of the write-down that will be reflected in 2003 and the
earlier years. These assets were identified in connection with the
Company's previously announced review of idle equipment to
determine proper classification, remaining depreciable lives,
expected future use, and potential impairment. The amount of the
expected write-down exceeds the $55 million amount of assets, net
of disposal value, that the Company previously disclosed were
subject to review for potential write-downs primarily because the
Company now believes that the impairment status of certain assets
was inaccurate and that the disposal values of certain assets are
less than previously estimated.

The assets under review are being analyzed through the Company's
centralized management maintenance system, which the Company has
developed over the past three years and is implementing to allow
the Company to improve its ability to track and assess its fixed
assets. This enhanced level of review relating to fixed assets in
all of the Company's divisions was prompted primarily because of
certain improprieties occurring in its South Texas Division. In
connection with the Company's internal audit process, the Company
discovered that certain improprieties had occurred in its South
Texas Division, including, among other things, misappropriation of
Company funds and diversion of Company assets. The Company
performed an investigation of this matter and recorded a charge of
approximately $730,000 related to these actions in the quarter
ended December 31, 2003. This charge was reflected in the amounts
reported in the Company's February 2004 release of its 2003
results. The Company has replaced the management of this division
and terminated all employees found to have been involved in the
improprieties. The Company intends to pursue all available
criminal and civil remedies to recover its losses. In that regard,
the Company has commenced civil litigation against the former
employees and certain third parties it believes were involved in
the malfeasance to recover those damages.

In connection with the South Texas matter, the Company has now
also identified $5 million of goodwill and other intangible assets
recorded in 2003 related to an acquisition in the Company's South
Texas Division in 2003 that it believes should be charged to
earnings for 2003 because the value of the acquired business was
misrepresented by the individuals involved in the illegal
activities in the South Texas Division. This amount had not yet
been identified as requiring a write-off at the time of the
Company's February 2004 release of its 2003 results or the
Company's March 15, 2004 release announcing the delay of the
filing of the Company's 2003 Form 10-K. Although the Company
believes it has identified all material amounts required to be
reflected in its financial statements and has taken appropriate
corrective action in connection with this matter, at this time the
Company cannot predict whether additional charges or other
corrective action will be required.

The Company's Audit Committee has now authorized an independent
investigation of the South Texas matter under the direction of the
Audit Committee with the assistance of outside counsel. The
Company's Audit Committee also has authorized an independent
investigation under the direction of the Audit Committee with the
assistance of outside counsel of aspects of the Company's
disclosure controls and procedures and its internal controls
structure and procedures.

The Company cannot predict at this time when the restatements and
internal investigations will be completed. Restatements of prior
year periods will require issuance of audit opinions by the
Company's independent auditors on the financial statements for
those years. Users of the Company's financial statements should
not rely on the Company's previously issued financial statements.
In connection with these investigations and restatements,
additional items requiring restatement may be identified.

"The Company is committed to accuracy and transparency in its
financial reporting and is determined to complete this process as
promptly as possible," said Francis D. John, the Company's
Chairman and Chief Executive Officer. "While today's announcement
is disappointing, it does not change the fundamental strength of
our business."

John continued, "We are committed to remaining focused on running
our business to maximize value for all of our stakeholders -- our
shareholders, lenders, customers, vendors and employees. We firmly
believe that this fundamental strength should allow us to get
through this process without disruption to our customer and vendor
relationships."

                       Current Business Update

Activity levels for the Company remain in line with expectations.
Revenues for the March 2004 quarter are expected to total between
$242 million and $246 million. Rig hours for the March 2004
quarter are anticipated to total between 620,000 and 625,000 while
trucking hours for the March 2004 quarter are anticipated to total
between 710,000 and 715,000. These operational estimates are
consistent with previously announced expected ranges.
Additionally, the Company's weekly rig hours for the week ending
March 20, 2004 totaled approximately 51,000 and are expected to
improve over the next few months. The Company will continue to
provide its monthly rig and trucking hour updates.

The Company is not revising its previously announced forecasts for
2004 at this time, although the Company notes that the ongoing
review and related costs, as well as payments that may be
necessary to obtain waivers from the Company's lenders and lessors
and any liquidated damages required to be paid to its warrant
holders as described below, will negatively impact 2004 results.

        Company Initiates Discussions for Covenant Waivers

The Company has reviewed its current and forecasted cash position,
and currently anticipates that it should have sufficient
liquidity, including for the retirement of its 5% subordinated
convertible notes in September 2004, and should not need to access
its credit facility or pursue other debt financing prior to the
time that it believes it can complete the required restatements
and file its 2003 Form 10-K. To the extent necessary to manage its
liquidity, the Company can reduce capital expenditures, although
it does not currently intend to do so. However, estimates of
future cash flows are inherently imprecise and depend on many
factors, and there can be no assurance that additional financing
will not be required in the interim.

As described below, the Company's delay in filing the 2003 Form
10-K is expected to cause non-compliance with the information
delivery requirements and other related provisions in the
agreements governing the Company's long- term debt, including its
revolving credit facility, its senior notes and subordinated
convertible notes and certain equipment leases. Unless waived by
the applicable lenders, noteholders or lessors, this non-
compliance would preclude the Company from borrowing additional
amounts under its revolving credit facility and could result in
defaults under, and acceleration of, the long-term debt, which
then would require the Company to repay all amounts outstanding
under these arrangements, although such acceleration would not be
automatic. Each of the Company's long-term debt agreements also
contains cross-default provisions under which the acceleration of
other Company indebtedness in amounts ranging from $5 million to
$25 million would permit the acceleration of the indebtedness that
is subject to the agreement in question.

The Company has initiated discussions with the lead bank for its
revolving credit facility regarding a waiver or amendment and,
based on these preliminary discussions, is optimistic that a
waiver or amendment can be obtained. However, there can be no
assurance that a waiver or amendment will be obtained.

As of March 26, 2004, the Company had $87.2 million outstanding
under its $175 million revolving credit facility, including $30
million of direct borrowings and $57.2 million in letters of
credit. Unless the Company delivers its audited financial
statements for 2003 to the lenders under the revolving credit
facility on or before April 4, 2004, the Company will not be in
compliance with the covenants in its revolving credit facility
that require the Company to deliver audited financial statements
and a compliance certificate within 95 days of its fiscal year
end. The Company will have 30 business days after April 4, 2004 to
remedy this non-compliance.

If it is unable to comply with the information delivery covenants
or to obtain a waiver from the lenders under the revolving credit
facility regarding the non-compliance, the lenders under the
revolving credit facility would have the right to accelerate all
amounts outstanding under the revolving credit agreement. If the
amounts outstanding under the revolving credit facility were to be
accelerated, the Company would need to seek alternative financing
to satisfy those obligations, but there can be no assurance that
the Company would be able to obtain such financing on terms
favorable to the Company or at all. Furthermore, unless waived by
the lenders under the Company's revolving credit facility, the
breach of the information delivery covenants will prevent the
Company from borrowing additional amounts under that facility,
obtaining letters of credit, paying dividends, repurchasing stock,
making optional prepayments of subordinated debt and consummating
acquisitions. It is not anticipated that the write-down will
affect the ability of the Company to meet its financial covenants
under the revolving credit facility.

As of March 26, 2004, the Company had outstanding $425 million of
63/8% and 83/8% senior notes and approximately $18.7 million of 5%
subordinated convertible notes. Under the indentures governing the
notes, the Company must file with the SEC and furnish holders with
a copy of its 2003 Form 10-K on or prior to March 30, 2004. The
delay in filing the 2003 Form 10-K will not result in an automatic
default and acceleration of the notes. Unless holders of a
majority of each series of notes waive compliance with the filing
and delivery requirement, however, either the trustee under any of
the indentures or the holders of at least 25% of the outstanding
principal amount of any such series of notes would have the right
to accelerate the maturity of that series of notes if the Company
failed to file and deliver its 2003 Form 10-K within 60 days after
notice of such default to the Company. The Company intends to seek
waivers from the holders of each series of notes after any default
notice is received, but has not engaged in any discussions
regarding such waivers to date. There can be no assurance that any
such waivers will be obtained. If maturity of the notes were
accelerated, the Company would not be able to pay the amounts due
and such acceleration would have a material adverse effect on the
Company's financial condition and liquidity.

As of December 31, 2003, the Company had outstanding an aggregate
of $26.2 million under three equipment financing leases. These
agreements have various deadlines, notice provisions and cure
periods with respect to the requirement to deliver audited annual
financial statements to the lessors under those leases. In the
event of a default under those agreements, the lessors will be
able to terminate the leases and accelerate the obligations under
the leases. The Company intends to seek waivers from each of the
lessors under these arrangements but has not engaged in any
discussions regarding such waivers to date. There can be no
assurance that any such waivers will be obtained. If an
acceleration of the amounts due under all of the equipment leases
were to occur, the Company would need to seek alternative
financing to satisfy those obligations. There can be no assurance
the Company would be able to obtain such financing on terms
favorable to the Company or at all.

The Company also expects that the delay in filing its 2003 Form
10-K will constitute a "registration default" under the Company's
registration rights agreement for common stock warrants issued in
January 1999. Warrants to purchase an aggregate of 1,253,350
shares remain outstanding. So long as the registration statement
for the warrants cannot be used, beginning March 29, 2004, the
Company will be required to pay liquidated damages to the holders
of these warrants in an amount equal to $0.05 per warrant (or
$4,325) per week until June 26, 2004, and additional amounts
thereafter.

In addition, a reduction in the Company's credit rating could
trigger a default under the collateral agreements with the
Company's principal workers' compensation carrier that would
enable the carrier to draw down on its outstanding letters of
credit in the aggregate amount of $53.3 million, collect on its $3
million bond and make demand on its $6 million promissory note.
The Company intends to initiate discussions with its principal
workers' compensation carrier regarding this matter.

The Company is notifying the Securities and Exchange Commission
and the New York Stock Exchange of the delay in filing, expected
restatement and internal investigations, and intends to cooperate
fully with the SEC and the NYSE. The Company cannot predict at
this time what actions the SEC or the NYSE will pursue.

The Company expects to hold its annual meeting of shareholders as
soon as practicable after the restatement of its financial
statements is complete and its 2003 Form 10-K is filed.

Key Energy Services, Inc. is the world's largest rig-based,
onshore well service company. The Company provides diversified
energy operations including well servicing, contract drilling,
pressure pumping, fishing and rental tool services and other
oilfield services. The Company has operations in all major onshore
oil and gas producing regions of the continental United States and
internationally in Argentina, Canada and Egypt.


LARSCOM: Auditor PricewaterhouseCoopers Airs Going Concern Doubts
-----------------------------------------------------------------
Larscom Incorporated (Nasdaq: LARS), filed its Annual Report on
Form 10-K for the year-ended 2003 in which its independent
auditors, PricewaterhouseCoopers LLP, included an explanatory
paragraph in its 2003 report on the Company's financial statements
relating to the uncertainty of the Company's ability to continue
as a going concern.  This announcement is in compliance with
Nasdaq Rule 4350(b).

The Company believes, based upon its fiscal 2004 operating plan,
that its cash and cash equivalents and cash flow from operations
will be sufficient to fund its operations through 2004.

Larscom enables high-speed access by providing cost-effective,
highly reliable (carrier-class), and easy-to-use network access
equipment.  In June 2003, Larscom merged with VINA Technologies to
create a worldwide leader in enterprise WAN access for the
delivery of high-speed data, and integrated voice and data
services with the deployment of more than 350,000 systems
worldwide.  Larscom's customers include major carriers, Internet
service providers, Fortune 500 companies, small and medium
enterprises, and government agencies worldwide.  Larscom's
headquarters are in Newark, California. Additional information can
be found at http://www.larscom.com/


LINKAIREI LLC: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Linkairei, LLC
        P.O. Box 3548
        Rancho Santa Fe, California 92067

Bankruptcy Case No.: 04-02158

Chapter 11 Petition Date: March 10, 2004

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: James A. Kent, Esq.
                  3150 Pio Pico Drive, Suite 205
                  Carlsbad, CA 92008
                  Tel: 760-931-7879

Total Assets: $4,200,000

Total Debts:  $2,734,087

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


LIVING CENTER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Living Center of Canoga Park I
        dba Canoga Care Center
        P.O. Box 9670
        Canoga Park, California 91309

Bankruptcy Case No.: 04-11950

Type of Business: The Debtor is a 200 bed skilled care facility
                  which provides nursing, dietary, dental,
                  diagnostics and many services. See
                  http://www.canogacare.com/

Chapter 11 Petition Date: March 17, 2004

Court: Central District of California (San Fernando Valley)

Judge: Arthur M. Greenwald

Debtor's Counsel: Peter T. Steinberg, Esq.
                  Steinberg, Nutter & Brent, L.C.
                  501 Colorado Avenue, Suite 300
                  Santa Monica, CA 90401-2426
                  Tel: 310-451-9714

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
------                        ---------------       ------------
Internal Revenue Service                              $2,500,000
Special Procedures Staff
P.O. Box 1431
Los Angeles, CA 90053

UHCSC Canoga Inc.                                       $667,000
c/o Allan N. Lowy
Law Offices of Allan N. Lowy
424 S. Beverly Drive
Beverly Hills, CA 90212-4414

Employment Development Dept.                            $250,000

CNA Insurance                 Ins pre claimed earn      $200,000

National Fire Ins                                       $189,502

Bonne Bridges Mueller O'Keefe                            $86,809

Symphone Mobilex              Services                   $72,036

Cal Comp Insurance Company    Judgment                   $68,896

John Hanley                                              $50,000

Tri State Surgical Supply                                $45,000

BioPath Clinical Labs                                    $41,000

Los Angeles DWP                                          $37,000

OSHPD                                                    $22,000

Fremont Compensation                                     $21,222
Insurance

Epax Systems Inc.                                        $18,000

Maxim Healthcare Services                                $16,947

Cal Comp Insurance Company                               $10,000

Johnson Diversey                                          $6,985

Pacific Link                                              $5,680

Savin & Bursk Law Firms                                   $5,500


MATRIA: Launches Tender Offer & Consent Solicitation for 11% Notes
------------------------------------------------------------------
Matria Healthcare, Inc. (NASDAQ: MATR) intends to commence a
tender offer and consent solicitation for all of its outstanding
11% Series B Senior Notes due 2008. The tender offer and consent
solicitation will be conditioned, among other things, on the
receipt of new financing to fund the repurchase of the Senior
Notes. The Company has engaged UBS Investment Bank to act as
dealer manager on the tender offer and consent solicitation. UBS
is also advising Matria on various financing alternatives to
complete the tender offer. The aggregate principal amount of the
Senior Notes outstanding is $122 million. The annual interest
expense related to the Senior Notes is approximately $12.8
million.

Some of the financing options being considered by the Company
include equity, equity-linked and debt securities and bank debt,
or some combination thereof. If completed, the Company expects the
refinancing of the Senior Notes will be accretive to the Company's
2004 earnings per share, excluding one-time charges related to
costs of the repurchase of the Senior Notes, and to future years'
earnings per share. Depending on the timing, structure and terms
of the new financing, the Company believes the accretion to 2004
earnings per share could range from $0.23 to $0.29 per share and
from $0.24 to $0.39 per share for 2005. These ranges assume that
substantially all of the Senior Notes will be tendered and
accepted for payment and do not include a one-time charge (after
taxes) of approximately $17 million expected to be incurred in
connection with the repurchase of the bonds. Matria's decision
regarding timing, structure and terms of any new financing(s) will
be based on capital markets conditions at the time of the
financing.

In addition, Matria announced a revision in its first quarter 2004
financial outlook. The Company continues to expect revenues to be
in the range of $87 million to $89 million and earnings per share
are now expected to be in the range of $0.08 to $0.12. For the
year ending December 31, 2004, the Company reaffirmed its previous
guidance for revenues to be in the range of $375 million to $386
million and earnings per share in the range of $1.00 to $1.15.
This guidance excludes any impact of a refinancing of the Senior
Notes. If the refinancing is completed, the Company intends to
provide updated guidance based on the anticipated impact of the
transactions. As previously announced, the Company intends to
provide second quarter 2004 guidance coincident with the
announcement of first quarter results on April 23, 2004.

The revision to the first quarter of 2004 guidance is a result of
weak operating performance of the Company's Women's and Children's
Health segment. The expected shortfall in that segment's first
quarter 2004 revenues and operating profit was due principally to
a seasonal decline in patient census that was greater than had
occurred in previous years. In addition, the Women's and
Children's Health first quarter results are being affected by a
greater than anticipated shift in product mix toward lower margin
services and lower pricing on a few major contracts. The Company's
Health Enhancement business segment's performance in the first
quarter is expected to meet or exceed its forecast primarily
driven by the rapid growth of its disease management business.

Matria's Chairman and Chief Executive Officer, Parker H. Petit,
stated, "Our high yield bonds served us as an interim financing
means during the last several years; however, we are undertaking
the refinancing with the expectation that the transaction will
reduce our interest expense and increase our free cash flow and
net earnings, as well as provide additional flexibility in
improving our capital structure." Petit continued, "We are taking
corrective action to address the factors that impacted revenues
and profits in the Women's and Children's Health segment. However,
we are pleased with the continued growth in our Health Enhancement
segment from our disease management and related programs, and in
the quarters ahead, we anticipate that this segment will continue
to have an increasingly greater impact on our earnings."

The Company also announced that it has been recently awarded two
new disease management accounts in addition to its previously
announced awards of business. The Company was notified that it has
been selected as a provider of disease management services for the
employees of a state government. With this award, Matria will
manage the conditions of diabetes, coronary artery disease (CAD),
cancer and low back pain for the more than 100,000 state employees
and their dependents. Petit added, "This is our second state
employer award to manage multiple diseases and conditions. Our
earlier state employer award was announced as one of many employer
disease management accounts included in our press release of
October 13, 2003. The earlier award also encompassed in excess of
100,000 covered lives, and it includes the management of diabetes,
CAD, cancer, low back pain, depression and end stage renal
disease. We are pleased with the emphasis that the state employers
are placing on the benefits of disease management in controlling
their healthcare costs." The other new award of business received
by the Company was its selection to perform cancer disease
management services. Initially included in this award are more
than 200,000 commercial members in one of the major metropolitan
networks of a national health plan. The Company has been advised
that, depending on the results from the initial network, a
nationwide rollout may be awarded.

Matria Healthcare is a leading provider of comprehensive disease
management programs to healthplans and employers. Matria manages
the following major chronic diseases and episodic conditions
representing the greatest cost to the healthcare system --
diabetes, cardiovascular diseases, respiratory disorders, high-
risk obstetrics, cancer, chronic pain and depression.
Headquartered in Marietta, Georgia, Matria has more than 40
offices in the United States and internationally. More information
about Matria can be found online at www.matria.com.


MATRIA: Discloses Details of Tender Offer & Waiver Solicitation
---------------------------------------------------------------
Matria Healthcare, Inc. (NASDAQ: MATR) announced the details of
its tender offer and consent and waiver solicitation relating to
all of the Company's outstanding 11% Series B Senior Notes due
2008. In connection with the tender offer, the Company is
soliciting (i) consents to amend the Indenture governing the notes
to substantially eliminate all of the restrictive covenants
contained in the Indenture as well as certain events of default
and other related provisions and (ii) waivers to permit the
Company, prior to the consummation of the tender offer, to incur
additional indebtedness of up to $150 million to purchase the
notes in the tender offer.

The total consideration to be paid for each validly tendered note
and properly delivered consent will be based upon a fixed spread
of 0.50% over the yield to maturity on the 1.625% U.S. Treasury
Note due April 30, 2005. The Company will also pay a consent fee
of $20 per $1,000 principal amount of the notes for properly
delivered consents. Using the fixed spread formula, the purchase
price for the notes will be set no later than the open of business
on the second business day prior to the expiration date of the
tender offer. There is presently $122 million in principal amount
of notes outstanding.

The tender offer expires at 12:00 noon, New York City time on
April 27, 2004, unless extended. The consent solicitation expires
at 9:00 a.m., New York City time on April 13, 2004, unless
extended. Holders who tender their notes after the consent date
will not be entitled to receive the consent fee.

Holders who tender their notes will be required to consent to the
proposed amendments. The consent of holders of a majority of the
outstanding principal amount of notes is required for the proposed
amendments to become effective, but the proposed amendments will
not become operative unless the financing condition described
below is satisfied. The waiver will become effective and
irrevocable upon the receipt of waivers from holders of a majority
of the outstanding principal amount of notes. If the waiver
becomes effective and the Company completes a financing pursuant
to the waiver, the Company will be required to use the proceeds of
such financing to purchase notes that are tendered. To the extent
that the amount of notes tendered exceeds the amount of proceeds
raised by the Company in a financing pursuant to the waiver, the
Company will be required to use such proceeds to purchase the
tendered notes on a pro rata basis. Any indebtedness incurred
pursuant to the waiver will be unsecured and subordinated to the
notes.

The completion of the tender offer and the consent solicitation is
subject to several conditions, including a financing condition
that the Company is able to replace its existing credit facility
with a new credit facility and/or obtain other financing through
the sale of publicly or privately held securities, in each case on
terms acceptable to the Company, and in such amount and
combination as the Company in its sole discretion may determine,
the proceeds of which will be sufficient to allow the Company to
purchase all of the outstanding notes. Notwithstanding the
foregoing, if the waiver becomes effective and the Company
completes a financing pursuant to the waiver, the Company will be
obligated to use the proceeds from such financing to purchase any
notes tendered whether or not the conditions otherwise applicable
to the tender offer are satisfied.

UBS Investment Bank is acting as the exclusive Dealer Manager for
the offer and the solicitation agent for the consent solicitation.
The tender offer and the consent and waiver solicitation are being
made pursuant to an Offer to Purchase and Consent and Waiver
Solicitation Statement and related documents, which will fully set
forth the terms of the tender offer and the consent and waiver
solicitation. Additional information concerning the terms of the
tender offer and the consent and waiver solicitation may be
obtained from Kevin Reynolds at UBS Investment Bank at
(888) 722-9555 or (203) 719-4210.

Copies of the Offer to Purchase and Consent and Waiver
Solicitation Statement and related documents may be obtained from
MacKenzie Partners, Inc., the information agent at 105 Madison
Avenue, New York, New York 10016 at (800) 322-2885.

Matria Healthcare is a leading provider of comprehensive disease
management programs to health plans and employers. Matria manages
the following major chronic diseases and episodic conditions -
diabetes, cardiovascular diseases, respiratory diseases, high-risk
obstetrics, cancer, chronic pain and depression. Headquartered in
Marietta, Georgia, Matria has more than 40 offices in the United
States and internationally. More information about Matria can be
found on line at http://www.matria.com/  

Completion of the tender offer is subject to certain conditions,
including, among others, the availability of financing to fund the
purchase of the notes, subject to the obligation of the Company to
purchase notes with the proceeds of any financing completed
pursuant to the waiver. There can be no assurance that these
conditions will be satisfied or that the tender offer will be
completed. The Company does not have any commitments with respect
to a new financing and there can be no assurance that new
financing will be available on terms acceptable to the Company, if
at all.


METALDYNE: Delays Form 10-K Filing Due to Independent Inquiry
-------------------------------------------------------------
Metaldyne Corporation delays in the filing of its annual report
with the Securities and Exchange Commission.  Pursuant to
provisions of the Securities Exchange Act of 1934, on
March 29, 2004, the Company is obligated to file its Annual Report
on Form 10-K containing its audited financial statements for its
2003 fiscal year ended December 28, 2003.  The Company is unable
to file its Form 10-K with financial statements at this time and
its independent auditors, KPMG LLP, are unable to complete their
audit of the Company's 2003 financial statements due to an
independent inquiry into certain matters at the Company's Sintered
division.  As permitted by Rule 12b-25 promulgated pursuant to the
Exchange Act, the Company intends to file a notification which
will provide, among other things, that its Form 10-K filing will
nonetheless be timely filed if it is filed no later than 15
calendar days after its original due date.  The inquiry and the
audit may not be completed within that extended time frame.

A plant controller at the Sintered division's St. Mary's,
Pennsylvania facility notified the Company's outside auditors that
he was unable to reconcile certain of the plant's general ledger
accounts and to find appropriate documentation for certain entries
and indicated that he had concerns regarding the division
controller.  As a result, the Company authorized Marshall Cohen,
an independent director, with the assistance of an independent
counsel, Sidley Austin Brown & Wood LLP, and Deloitte & Touche's
forensic accounting group, to look into allegations concerning
accounting procedures and financial accounting at that plant and
the rest of the Sintered division's facilities.  The Company's
management is fully cooperating with the inquiry.  The Sintered
division is a part of the Company's Engine segment and, based on
previously published financial information, represents
approximately 10% of the Company's net sales.

Through the inquiry, the Company became aware of errors with
respect to the recording of certain entries which it has been
attempting to analyze. Recently, while the Company was performing
these analyses, the Sintered division controller made the
following allegations concerning actions in which he admittedly
participated.  He alleges that, following the November 2000
acquisition of the Company by Heartland Industrial Partners, L.P.
and its co-investors, income at the Sintered division from 2000
through 2003 was deliberately understated by up to approximately
$10 million in the aggregate. He alleges that these
understatements were part of an effort to disguise previous
overstatements of income by approximately $20 million in aggregate
at the Sintered division during the period from 1996 through 1999,
which was prior to the acquisition of the Company by Heartland and
its co-investors. The independent director recommended and the
Board has directed that the initial inquiry be expanded to review
these allegations.  If necessary, the inquiry will extend beyond
the U.S. Sintered division to evaluate these or other matters, and
the impact of any further expanded inquiry is difficult to
predict.

During the course of the inquiry, the Company has identified
various errors in accounting at the St. Mary's and Ridgway,
Pennsylvania and the North Vernon, Indiana facilities.  Based upon
immediate attention by the Company's internal audit staff to the
questions raised by the plant controller, the Company has
concluded that the financial controls and procedures within its
U.S. Sintered division require improvement to avoid unintentional
errors and to ensure the accuracy of financial reporting.  Some
actions to improve controls were immediately undertaken and other
actions are being implemented, including actions with respect to
personnel, training and improved documentation.  The Company has
terminated the Sintered division's controller based upon his
admitted participation in these matters.  A new division
controller has been hired and is expected to begin work
immediately.  Further actions will be taken, as appropriate, based
upon the inquiry and the recommendations of the Company's advisors
and auditors.  In addition, to facilitate the inquiry, the
corporate controller, who served as the controller of the Engine
group until recently, has been placed on administrative leave.

The Company cannot presently comment upon the timing for
completion of, or the ultimate scope or outcome of, the inquiry
and the audit.  Until the inquiry is complete, it will be
difficult to determine the scope of any potential financial
restatement or prior period adjustments arising from these errors
and the allegations referred to above.  The Company is obligated
to provide audited financial statements under a number of its
debt, operating lease and other agreements within prescribed
periods.  The Company has initiated discussions with its senior
credit facility lenders and is in the process of seeking a waiver
of the audit delivery requirements under its senior credit
facilities and under its receivables facility for a period of
time.  There can be no assurance that this, or any other required
waivers, will be received on a timely basis and the failure to
obtain waivers could be material and adverse.

Metaldyne (S&P, BB- Corporate Credit Rating) is a leading global
designer and supplier of metal-based components, assemblies and
modules for the automotive industry.  Through its Chassis,
Driveline and Engine groups, the Company supplies a wide range of
products for powertrain and chassis applications for engines,
transmission/transfer cases, wheel-ends and suspension systems,
axles and driveline systems.  Metaldyne is also a globally
recognized leader in noise and vibration control products.


METROCALL: Executes Definitive Merger Agreement with Arch Wireless
------------------------------------------------------------------
Metrocall Holdings, Inc. (NASDAQ Small Cap:MTOH) and Arch
Wireless, Inc. (NASDAQ:AWIN, BSE: AWL) announced the execution of
a definitive merger agreement. Pending receipt of shareholder and
regulatory approvals, the two companies will merge as equals,
creating:

-- A more efficient organization capable of improved financial
   performance through the elimination of redundant overhead and
   duplicative network structures

-- A larger company combining the firms' best aspects of
   management, creativity and practices, better suited to compete
   effectively with large mobile phone providers and other
   providers of wireless communications

-- An expanded portfolio of competitively priced wireless products  
   and services

-- Greater cash flow per share for each company's shareholders vs.
   each company's respective stand alone plans

The merged company will carry a new brand name, to be determined
by its board.

                        Merger Consideration

Under the terms of the definitive merger agreement, a new holding
company will be formed to own both Metrocall and Arch. In the
aggregate, Metrocall common stockholders will receive $150 million
in cash pursuant to a cash election and 27.5% of the shares of the
new holding company's common stock. Under the cash election,
Metrocall shareholders will be entitled to elect to receive cash
in the amount $75.00 per Metrocall share for up to 2 million of
the total Metrocall shares. The remaining approximately four
million fully diluted Metrocall shares would be converted into
approximately 7.561 million shares of the common stock of the new
holding company at an exchange ratio of approximately 1.876 new
holding company shares for each Metrocall share. To the extent
that cash elections are made in respect of a number greater than
or less than 2 million shares, the merger consideration would be
adjusted on a pro rata basis so that 2 million of Metrocall's
outstanding shares are exchanged for cash.

Arch shareholders will receive one share of the new holding
company common stock for each share of Arch common stock they own.
On a fully diluted basis, there are approximately 19.934 million
shares of Arch common stock outstanding.

The parties intend that the merger qualify as a tax-free
reorganization to the extent that shareholders receive stock
rather than cash. Upon completion of the merger, Arch shareholders
will own approximately 72.5% and Metrocall shareholders will own
approximately 27.5% of the new company on a fully diluted basis
and there will be approximately 27.495 million shares of new
holding company common stock outstanding, on a fully diluted
basis.

                     Other Significant Terms

Vincent D. Kelly, President and Chief Executive Officer of
Metrocall, will become the President and Chief Executive Officer
and a director of the new holding company. The other members of
management of the combined company will be selected by Mr. Kelly
and the new Board, largely from incumbents currently at Arch and
Metrocall and may also be supplemented with talent from outside
the two companies. The Board of Directors of the new holding
company will be comprised of nine members each serving for a one
year term. Four of the Directors will be appointed by Metrocall
and will include Royce Yudkoff, Metrocall's current Chairman, who
will serve as Chairman of the Board of the new holding company,
Mr. Kelly and two existing independent Metrocall directors. Four
of the Directors will be appointed by Arch, and will consist of
four existing independent Arch directors. The ninth director will
be David Abrams of Abrams Capital, a major shareholder of Arch.
The Audit committee shall consist of one Metrocall director, one
Arch director, and Mr. Abrams. The Compensation committee shall
consist of two Arch directors and one Metrocall director. The
Nominating and Governance committee shall consist of two Arch
directors and two Metrocall directors. The new holding company
will be headquartered in Alexandria, Virginia, and will also
retain various Arch groups in other locations.

It is contemplated that the common stock of the new holding
company will be listed on the NASDAQ National Market. The merger
is subject to several conditions, including the approval of both
companies' shareholders and obtaining FCC and antitrust clearance.
In addition, the companies will work together to secure the
financing necessary to fund the cash portion of the merger
consideration to be paid to Metrocall shareholders. It is
currently contemplated that the merger would close in the second
half of 2004, promptly following receipt of shareholder and
regulatory approval.

Prior to completion of the transaction, Metrocall will retire all
of its remaining preferred stock and Arch will retire all of its
existing funded indebtedness. At the close of the transaction, the
new holding company will have approximately 27.495 million shares
of common stock outstanding and only such debt, after using
available cash on hand, as is necessary to fund the $150 million
cash consideration to Metrocall shareholders.

                     Transaction Benefits

Metrocall and Arch believe that substantial synergies and cost
reductions can result from the elimination of duplicative and
redundant operations, functions and locations. The cash flows
generated by the operations of the new company should therefore be
more than sufficient to expeditiously retire all of the debt
incurred in connection with this transaction, leaving significant
cash available in future years for dividends, stock repurchases or
other uses as may be determined by the new holding company's board
of directors. Although the parties have entered into this
transaction to realize these benefits for all the shareholders,
the cash component being made available for Metrocall shareholders
preserves the possibility of retaining Arch's reported significant
tax attributes.

At closing, paging and messaging operations of the combined
company will continue to be provided on a nationwide basis with
offices in over 100 locations across the United States. The
combined company will have substantial opportunity to develop
joint product offerings and will have access to the broad array of
wireless products and services currently in Metrocall's product
portfolio, while ensuring that Arch's network rationalization
skills preserve messaging reliability as the networks are
consolidated.

Vincent D. Kelly, Metrocall President and CEO commented: "As a
Metrocall shareholder, I am extremely excited about this
opportunity. This merger would provide our shareholders with a
significant liquidity event for part of their holdings while
giving them the ability to retain a significant ongoing stake in
the new combined company. The cash election price of $75.00 per
Metrocall share is nearly triple the share price of our common
stock nine months ago and represents a premium to the weighted
average price at which our stock has traded over the last ninety
days. Of equal importance to me, Metrocall shareholders will
continue to own 27.5% of a much larger company, which, taking
advantage of the synergies to be generated by the merger should be
capable of generating greater cash flow per share for our
shareholders than we could have generated as a stand-alone
company. We expect to operate the combined company with the same
cash flow oriented objectives that both Arch and Metrocall
embraced in 2003 on a stand-alone basis, while continuing to
provide our customers with premiere paging and wireless messaging
products and services and first-class customer service. We look
forward to combining the best qualities of each company's
management, systems, sales and support staff into one combined
organization."

Ed Baker, Chairman of the Board, President and CEO of Arch
Wireless stated, "While both Arch and Metrocall have created
significant shareholder value since having emerged from bankruptcy
in 2002, the paging industry continues to shrink due to
considerable competitive pressure from new cellular and PCS
technologies. The opportunity to consolidate in the face of this
pressure, to bring together the best of both companies'
considerable management talent and to take advantage of
significant financial and operational synergies as well as to
mitigate execution risk in our respective stand-alone plans was a
major factor in our decision to move forward and recommend this
transaction to our shareholders."

The boards of directors of both companies have approved the
proposed merger transaction. Lazard Freres & Co. advised
Metrocall, while Bear, Stearns & Co. Inc. and Berenson & Company
advised Arch.

                        About Metrocall

Metrocall Wireless, Inc., headquartered in Alexandria, Virginia,
is a leading provider of paging products and other wireless
services to business and individual subscribers. In addition to
its reliable, nationwide one-way networks, Metrocall's two-way
network has the largest high-powered terrestrial ReFLEX footprint
in the United States with roaming partners in Canada, Mexico, the
Caribbean, Central and South America. Metrocall Wireless is the
preferred ReFLEX wireless data network provider for many of the
largest telecommunication companies in the United States that
source virtual network services and resell under their own brand
names. In addition to traditional numeric, one-way text and two-
way paging, Metrocall also offers wireless e-mail solutions, as
well as mobile voice and data services through AT&T Wireless and
Nextel. Also, Metrocall offers Integrated Resource Management
Systems with wireless connectivity solutions for medical,
business, government and other campus environments. Metrocall
focuses on the business-to-business marketplace and supports
organizations of all sizes, with a special emphasis on the medical
and government sectors. For more information on Metrocall please
visit our Web site and on-line store at http://www.metrocall.com/  
or call 800-800-2337.

The Company filed for chapter 11 protection on June 3, 2002
(Bankr. DE. Case No. 02-11579). Laura Davis Jones, Esq. at
Pachulski Stang  Ziehl Young Jones & Weintraub, PC represented the
Debtors in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $189,297,000 in total
assets and $936,980,000 in total debts.

As previously reported, Metrocall, Inc., and its debtor-affiliates
sought and obtained an extension from the U.S. Bankruptcy Court
for the District of Delaware of their time to file final reports
and to delay automatic entry of a final decree.  This was the
Debtors' second request to delay entry of a final decree.  

As reported in the Troubled Company Reporter on September
27, 2002, the Court confirmed the Company's Chapter 11 Plan.
Since then, the Debtors have devoted their time to reviewing and
reconciling approximately 4,300 claims.  The Debtors told the
Court that process is taking longer than expected.  

The Court extended the deadline for entry of the final decree in
these Chapter 11 Cases, to December 31, 2003.

                         About Arch

Arch Wireless, Inc., headquartered in Westborough, Mass., is a
leading wireless messaging and mobile information company with
operations throughout the United States. It offers a full range of
wireless messaging and wireless e-mail services, including mobile
data solutions for the enterprise, to business and retail
customers nationwide. Arch provides services to customers in all
50 states, the District of Columbia, Puerto Rico, Canada, Mexico
and in the Caribbean principally through a nationwide direct sales
force, as well as through indirect resellers, retailers and other
strategic partners. Additional information on Arch is available on
the Internet at http://www.arch.com/


MILLENNIUM CHEMS: Inks Definitive Pact to Combine with Lyondell
---------------------------------------------------------------  
yondell Chemical Company (NYSE: LYO) and Millennium Chemicals Inc.
(NYSE: MCH) announced that their Boards of Directors have
approved, and the companies have executed, a definitive agreement
for a stock-for-stock business combination of the companies,
expected to be tax-free to the shareholders of Millennium and
the companies.  The transaction will create North America's third-
largest independent, publicly traded chemical producer with
combined pro forma 2003 revenues of more than $11 billion and
market capitalization of nearly $4 billion.

Millennium shareholders will receive between 0.95 and 1.05 shares
of Lyondell common stock for each share of Millennium common
stock, depending on the volume-weighted average price for the
Lyondell shares for the 20 trading days ending on the third
trading day before closing. Millennium shareholders will receive
0.95 shares of Lyondell stock if the average Lyondell stock price
is $20.50 or greater, and 1.05 if it is $16.50 or less.  Between
the two prices, the exchange ratio varies proportionately.

The new shares will be entitled to receive the same cash dividend
as existing outstanding Lyondell shares. Based on recent trading,
the transaction is valued at approximately $2.3 billion including
approximately $1.3 billion of Millennium net debt.

The transaction is subject to customary conditions including
approval by both companies' shareholders, and is expected to close
in the third quarter of 2004.

After the close of the transaction, the company will be called
"Lyondell Chemical Company" and will be headquartered in Houston,
Texas. Dan F. Smith will continue as president and chief executive
officer, and Dr. William T. Butler will continue as the
independent chairman of the Lyondell Board of Directors.  Two
independent members of Millennium's current Board will join the
Lyondell Board, effective at the time of the closing.

The transaction combines two U.S. chemical companies that are well
positioned globally, with leading positions in propylene oxide and
derivatives, titanium dioxide (TiO2) and acetyls.  And, through
their Equistar joint venture -- a major North American producer of
ethylene, propylene, polyethylene and aromatics -- they have
significant leverage to the petrochemical cycle, providing
opportunity for the combined company's shareholders to take full
advantage of the recovery in the petrochemical cycle. The combined
company will operate in 16 countries and employ about 10,000
people worldwide.

"Since its creation in 1985, Lyondell has become a leading,
global, integrated chemical company with world-scale assets and
proprietary processes and technology," said Dan F. Smith,
Lyondell's president and chief executive officer.  "We have a long
history of successfully combining assets, product lines and
corporate cultures to create one of the world's leading chemical
companies. Despite the prolonged industry trough, Lyondell and
Equistar combined finished 2003 with more than $1.3 billion of
liquidity. We expect this transaction to be accretive to
Lyondell's earnings per share in 2005.

"This is another step in our long-standing strategy to increase
Lyondell's global depth and breadth, and maintains our leverage to
the ethylene cycle, allowing us to use the resulting cash flow to
reduce debt," added Smith.  "By integrating Millennium's
operations with Lyondell's and Equistar's, we believe there is
value that can be achieved through the realization of synergies.  
We expect to realize at least $50 million in cost savings from
this combination, bringing value to all of the shareholders."

Robert E. Lee, president and chief executive officer of
Millennium, said, "This is the right move at this juncture for
Millennium. The transaction creates compelling value for our
shareholders.  We strongly believe that the added diversification
and market leadership brought by the TiO2 and acetyls businesses
will greatly benefit the combined entity. These businesses also
will benefit from being part of a larger global entity."

Millennium is the second-largest producer of TiO2 in the world, in
an industry in which the five largest producers represent
approximately 75 percent of worldwide capacity.  Millennium has a
larger geographic footprint than any other TiO2 producer, with
competitive production facilities on four continents.  The TiO2
business has a strong technology and customer base.

The acetyls business is a significant ethylene consumer and, as
such, integrates very well with Equistar's petrochemical business.  
Millennium holds the number-two North American capacity position
for acetyls and is number three in the world.  Millennium utilizes
proprietary, advantaged technology at its world-scale
manufacturing facility in La Porte, Texas.

"After the closing of the transaction, Lyondell will appear much
less complicated to our investors with its consolidated
petrochemicals, polymers and intermediate chemicals businesses. In
the new organization, however, Lyondell, Equistar and Millennium
will each remain separate entities and keep their separate debt
structures," Smith said.

The transaction involves the merger of a newly created subsidiary
of Millennium into Millennium, in which the Millennium common
stock now held by its public shareholders will be converted into
common stock of Lyondell, and the Millennium preferred stock to be
issued to Lyondell immediately before the merger will be converted
into common stock of the surviving entity.  As a result,
Millennium will become a wholly owned subsidiary of Lyondell.
Following the transaction, the Millennium convertible debentures
will become convertible into Lyondell common stock in accordance
with the terms of the convertible debenture indenture.

Citigroup Global Markets Inc. acted as financial advisor and
provided a fairness opinion to Lyondell.  J.P. Morgan Securities
Inc. acted as principal financial advisor to Millennium, and along
with UBS Investment Bank, each has provided a fairness opinion to
Millennium.  Baker Botts L.L.P. is legal counsel to Lyondell, and
Weil, Gotshal & Manges LLP is legal counsel to Millennium.

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

Millennium is the second-largest producer of TiO2 in the world,
the largest merchant seller of titanium tetrachloride and a major
producer of zircon and zirconia, silica gel and cadmium-based
pigments.  It also is the second-largest producer of acetic acid
and vinyl acetate monomer in North America, and a leading producer
of terpene-based fragrance and flavor chemicals.  Millennium
currently has a 29.5 percent interest in Equistar.

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' rating to Millennium Chemicals Inc.'s $125
million convertible debentures due 2023, based on preliminary
terms and conditions.

At the same time, Standard & Poor's affirmed its 'BB-/Stable/--'
corporate credit rating on Millennium Chemicals Inc. and raised
the ratings on the existing $150 million revolving credit facility
to 'BB' from 'BB-', to recognize the benefits of a pending
amendment (subject to the successful sale of at least $110 million
of long-term notes) that will improve lenders prospects for full
recovery in the event of a default. Hunt Valley, Maryland-based
Millennium, with about $1.6 billion of annual sales and
approximately $1.3 billion of outstanding debt (excluding
adjustments to capitalize operating leases), is primarily engaged
in the production of commodity chemicals. The outlook is stable.


MILLENNIUM CHEMS: Taps Weil Gotshal as Adviser for Lyondell Merger
------------------------------------------------------------------
Weil, Gotshal & Manges LLP, one of the world's leading law firms,
advised Millennium Chemicals Inc. (NYSE: MCH) in its definitive
agreement, announced, with Lyondell Chemical Company (NYSE: LYO)
for a stock-for-stock business combination of the companies.

The transaction will create North America's third-largest
independent, publicly traded chemical producer with combined pro
forma 2003 revenues of more than $11 billion and market
capitalization of nearly $4 billion.  The transaction is subject
to customary conditions including approval by both companies'
shareholders, and is expected to close in the third quarter of
2004.

Millennium is the second-largest producer of titanium dioxide
(TiO2) in the world, in an industry in which the five largest
producers represent approximately 75 percent of worldwide
capacity.

Lyondell, headquartered in Houston, Texas, is a leading producer
of: propylene oxide (PO); PO derivatives including propylene
glycol (PG), butanediol (BDO) and propylene glycol ethers (PGE);
and styrene monomer and MTBE as co- products of PO production.

Weil, Gotshal & Manges LLP is an international law firm of  more
than 1,100 attorneys, including approximately 300 partners.  Weil
Gotshal is headquartered in New York, with offices in Austin,
Boston, Brussels, Budapest, Dallas, Frankfurt, Houston, London,
Miami, Munich, Paris, Prague, Silicon Valley, Singapore, Warsaw
and Washington, D.C.

             Weil, Gotshal & Manges LLP's Team

     Partners:  Mary Korby (Corporate - Dallas); Ellen J. Odoner
                (Corporate - New York); Kenneth H. Heitner and
                Mary Jean M. Potenzone (Tax - New York); Helene D.
                Jaffe (Trade Practices & Regulatory Law - New
                York)

   Of Counsel:  John M. Sipple (Trade Practices & Regulatory Law -
                Washington D.C.)

   Associates:  Amanda Wallace, Angelique DeSanto, Irina
                Gonikberg-Dolinsky, and William P. Welty
                (Corporate - New York); Max A. Goodman, Benjamin
                Ferrucci and Edward K. Kim (Tax - New York)

                   Millennium Chemicals Inc

General Counsel:  C. William Carmean

                        *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB-' rating to Millennium Chemicals Inc.'s $125
million convertible debentures due 2023, based on preliminary
terms and conditions.

At the same time, Standard & Poor's affirmed its 'BB-/Stable/--'
corporate credit rating on Millennium Chemicals Inc. and raised
the ratings on the existing $150 million revolving credit facility
to 'BB' from 'BB-', to recognize the benefits of a pending
amendment (subject to the successful sale of at least $110 million
of long-term notes) that will improve lenders prospects for full
recovery in the event of a default. Hunt Valley, Maryland-based
Millennium, with about $1.6 billion of annual sales and
approximately $1.3 billion of outstanding debt (excluding
adjustments to capitalize operating leases), is primarily engaged
in the production of commodity chemicals. The outlook is stable.


MILLENNIUM CHEMS: S&P Watches Ratings over Lyondell Merger News
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings on chemicals producer Millennium
Chemicals Inc. on CreditWatch with negative implications following
the announcement that the company will merge with Houston, Texas-
based Lyondell Chemical Co. in a stock transaction.

The current market value of the Lyondell stock offer, together
with debt on Millennium's balance sheet values the transaction at
about $2.3 billion. The transaction is subject to approval by the
shareholders of both companies and is expected to close early in
the third quarter of 2004.

The CreditWatch placement reflects the future ownership by the
highly leveraged Lyondell, and the strong likelihood that the
ratings on Hunt Valley, Md.-based Millennium will be lowered
modestly upon completion of the proposed transaction.

"The transaction will closely align Millennium's credit risk with
its new parent due to the potential for Lyondell to take actions
to the detriment of credit quality at Millennium Chemical, if
Lyondell's credit quality was to deteriorate unexpectedly," said
Standard & Poor's credit analyst Kyle Loughlin. The CreditWatch
listing will also allow for a review of the implications for
Millennium's existing debt issues and bank facilities, including
the potential for some of the company's debt to accelerate
because of change of control provisions, although Millennium will
be expected to take steps to address any refinancing requirements
in advance of closing the transaction.

At the same time, Standard & Poor's affirmed the ratings on
Lyondell Chemical Co. (B+/Stable/--) and its 70.5%-owned
affiliate, Equistar Chemicals L.P. (B+/Stable/--). Standard &
Poor's approach to Equistar has been to closely align the ratings
on the company to its majority owner, Lyondell. To date, this
approach has reflected a prospective viewpoint because it
considered the potential that Lyondell could gain full control
of Equistar, an event that would more directly link the credit
condition of Equistar to Lyondell. If the proposed acquisition of
Millennium is completed as proposed, Lyondell would effectively
have full control of Equistar after considering the additional
indirect ownership achieved via Millennium's 29.5% shareholding.

Overall, the transaction is expected to bolster Lyondell's
business profile through an increased participation in the
cyclical recovery in Equistar's businesses, and will add a measure
of diversification to Lyondell's product portfolio. While
Millennium's businesses have been subject to many of the same
pressures faced by Lyondell in recent years, including elevated
energy costs and weak demand, Millennium's TiO2 business will add
a solid position in an organic product category that does not rely
on petrochemical feedstocks. The TiO2 industry structure is
concentrated, although recent profitability has been hampered
because of overcapacity related to weak demand and slow growth,
despite the lack of new capacity additions. Millennium's acetyls
business is the second largest in terms of U.S. capacity, and is
comprised of its Texas-based acetic acid and VAM production; it is
also subject to natural gas price fluctuations that can pressure
margins much like Equistar's products. The acetyls industry,
however, is somewhat less fragmented than many of Equistar's
businesses (Celanese AG and BP Amoco are the other major global
players), faces less pressure from the development of capacity
outside of the U.S., and serves the stable end markets of coatings
and adhesives.

From a financial profile standpoint, the completion of the stock-
financed Millennium transaction will not have meaningful
implications for Lyondell in terms of traditional measures of
credit quality. On a pro forma basis, the financial profile is
expected to reflect a consolidated debt to EBITDA ratio
approaching 10x, as Millennium's balance sheet is also highly
leveraged and its businesses have been under-performing in line
with much of the chemicals industry. Accordingly, Standard &
Poor's concern regarding the necessity for Lyondell to improve its
financial profile in advance of pending debt maturities will
remain unchanged.


MIRANT CORP: Brings-In Stoneleigh Huff as Real Estate Broker
------------------------------------------------------------
Mirant Corp. and its debtor-affiliates seek the Court's authority
to employ Stoneleigh Huff Brous McDowell LP as their real estate
broker in the sale of a 77-acre site located in Parker County,
Texas, pursuant to a Standard Listing and Commission Agreement
Sale Transaction, dated March 1, 2004.

The Debtors purchased the Property over three years ago with the
intention of developing a gas-fired power plant on it.  The
Property has two air permits, which would permit the
establishment of a plant on the Property, but the water permit
process was not completed.  In connection with the formulation of
their business plan, the Debtors explored the possibility of
selling the Property.  The Debtors wish to employ Stoneleigh to
assist them in this process.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, relates that prior to reaching a decision to employ
Stoneleigh, the Debtors approached four different real estate
brokers regarding the sale of the Property.  The Debtors
determined that the terms and services Stoneleigh offered best
meet the Debtors' needs.  

Specifically, Stoneleigh will:

   (i) market the Property;

  (ii) identify potential purchasers of the Property;

(iii) establish a letter of intent once a purchaser is
       identified;

  (iv) negotiate the terms for the sale of the Property; and

   (v) assist the Debtors as necessary with the closing of the
       sale of the Property.

According to Ms. Campbell, consistent with industry standards and
practice, as compensation, Stoneleigh will receive a commission
equal to 6% of the gross purchase price of the Property.  The
commission is payable upon the closing of the transaction.  
However, if Stoneleigh negotiates a sale of the Property with one
of several parties that the Debtors have identified as potential
purchasers, it will receive a commission equal to 3% of the gross
purchase price.  In addition, Stoneleigh will be entitled to
reimbursement of its reasonable expense in connection with the
engagement.

Jerry Alexander, a principal of Stoneleigh Huff Brous McDowell,
informs the Court that the firm, its partners, employees and
associates do not have any connection with or any interest
adverse to the Debtors, their creditors or any other party-in-
interest, or their attorneys and accountants, in the matters the
firm is to be employed.  Stoneleigh is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code.

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)


MONET MOBILE: Chapter 11 Trustee Hires Miller Nash as Counsel
-------------------------------------------------------------
Edmund J. Wood, the Chapter 11 trustee for Monet Mobile Networks,
Inc.'s case, wants approval from the U.S. Bankruptcy Court for the
Western District of Washington at Seattle, to employ Miller Nash
LLP under a general retainer as his attorneys, effective March 5,
2004.

The Chapter 11 Trustee tells the Court that he requires the
assistance of experienced bankruptcy attorneys to:

   a) assist in identifying and liquidating undisclosed assets;

   b) provide legal services, including motions and litigation
      in adversary proceedings, as required to determine the
      validity, extent and priority of liens in debtor's assets;

   c) bring any avoidance actions which may be required; and

   d) otherwise provide such other legal services as may be
      required by the Trustee in the administration of the case.

Currently, the business of Monet Mobile Networks, Inc., and its
subsidiaries is still operating. The Trustee is going to have to
make a very quick decision about whether the business operations
should be continued in whole or in part and, if so, how to obtain
financing for these operations. The Trustee will require
significant legal services in pursuing these issues.

Geoffrey Groshong, Esq., a partner with the law firm of Miller
Nash LLP, reports that his firm will bill the estate in its
current hourly rates of:

      Position             Billing Rate
      --------             ------------
      Partners             $225 to $370 per hour
      Of Counsel           $240 to $300 per hour
      Associates           $135 to $230 per hour
      Paralegals           $110 to $180 per hour
      Project Assistants   $45 to $75 per hour

Mr. Goshong's current hourly rate is $335.  David Rice, Esq., who
will perform services primarily related to FCC licensing issues,
will bill at $215 per hour.

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


NAT'L CENTURY: Inks Claims Settlement Pact with New England Home
----------------------------------------------------------------
National Century Debtors sought and obtained the Court's authority
to enter into a settlement of their claims against New England
Home Therapies, Inc. on the terms and subject to the conditions
set forth in the NEHT Third Amended Plan of Reorganization dated
February 18, 2004.

Prior to the Petition Date, NEHT sold its accounts receivable to
NPF VI, Inc. pursuant to a sales and subservicing agreement with
NPF VI and Debtor National Premier Financial Services, Inc.  NEHT
is in the business of providing home healthcare goods and
services.  NEHT was organized in 2000 and purchased home
healthcare operations in the Northeastern United States from Home
Medical of America, Inc.  

According to Charles M. Oellermann, Esq., at Jones Day Reavis &
Pogue, in Columbus, Ohio, the Debtors filed a proof of claim in
NEHT's bankruptcy case, asserting that NEHT owes NPF VI
$2,100,000 under the Agreement.  NEHT separately borrowed funds
from Debtor NPF Capital, Inc. under a secured term loan
arrangement pursuant to which $3,500,000 was due as of NEHT's
Petition Date.  In addition, Debtors NPF-LL, Inc. and NPF-CSL,
Inc. filed proofs of claim in NEHT's case asserting claims for
amounts under an equipment lease.  Finally, Debtor NPF X, Inc. is
the assignee of certain notes from HMA under which $5,700,000 is
outstanding.  NEHT disputed all liabilities asserted in the
Debtors' proofs of claim, including the claims relating to the
parties' leasing arrangements.

After arm's-length negotiations between the parties, the NEHT
Plan contains these relevant terms and conditions with respect to
the Debtors' claims:

A. On the Effective Date, NEHT will pay NPF VI Excess Cash in
   the amount of 50% of all of NEHT's cash on hand in excess of
   $500,000 after payment of administrative expenses, provided
   that a minimum Excess Cash for $100,000 will be paid to
   NPF VI.

B. The Debtors will receive a senior note amounting to
   $2,200,000, secured by a first lien on all NEHT's assets, with
   interest at an annual rate of LIBOR + 2%, a three-year
   maturity and a default annual interest rate of LIBOR + 6%.

C. The Debtors will also receive a junior non-interest bearing
   note, secured by a junior lien on all NEHT's assets, amounting
   to $400,000 less the amount of the Excess Cash payment
   received on the Effective Date.

D. The specific terms of the Senior Note and the Junior Note,
   including certain borrowing base provisions, will be
   memorialized under the NEHT Plan and in agreements to be
   executed on the Effective Date.  The Senior Note and the
   Junior Note will include prepayment discounts of:

      (1) 10% if prepaid in full during the first 12 months
          after the Effective Date; and

      (2) 5% if during the second 12 months after the Effective
          Date.

E. The Debtors will also receive 40% of any net recoveries from
   certain pending litigation with Nixon Peabody, up to a maximum
   payment of $2,000,000.

F. In the event of a sale of the business within four years after
   the Effective Date, the net proceeds will first be paid to
   satisfy any outstanding balances of the Senior Note, the
   Junior Note and certain obligations to NEHT's unsecured
   creditors.  Thereafter, the Debtors will be entitled to 40% of
   the net sale proceeds, up to a maximum of $2,000,000.

G. The parties will execute full and mutual releases of any and
   all claims and interests.  

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 CENTURY: Board Okays Plan of Liquidation and Dissolution
------------------------------------------------------------
New Century Equity Holdings Corp. (OTC Bulletin Board: NCEH)
signed a definitive agreement to sell all of its holdings in
Princeton eCom Corporation.  The Company also announced that its
Board of Directors has approved a plan of liquidation and
dissolution of the Company and that it will file a proxy statement
seeking shareholder approval of the proposed sale of New Century's
holdings in Princeton and New Century's proposed liquidation and
dissolution.

              Sale of Holdings in Princeton

The Company has entered into an agreement to sell all of its
holdings in Princeton for $10.0 million in cash to existing and
new investors of Princeton.  This agreement was executed in
conjunction with an equity financing that has infused an
additional $10.3 million in Princeton for working capital
purposes.  Subsequent to this financing and prior to the closing
of the sale of the Company's holdings in Princeton, the Company's
fully diluted interest in Princeton has been reduced to  
approximately 23%.

Additionally, the Company has lost its right to appoint a member
of the Princeton board as well as other preferred stockholder
rights, including the right to vote its stock in Princeton.

In connection with entering into the agreement, the Company  has
also been released from its guaranty of the Princeton office lease
in Princeton, NJ.

The agreement to sell all of the Company's holdings in Princeton
for $10.0 million is subject to the approval of the Company's
shareholders and is expected to be completed as early as late July
2004.

                   Plan of Liquidation

After considering all options, the Board of Directors determined
that the sale of New Century's interest in Princeton followed by
the liquidation of the Company would be advisable and in the best
interest of its stockholders.  As a result, the Company's Board of
Directors has unanimously recommended to the stockholders that the
sale of Princeton and related liquidation of the Company be
approved.  Princeton engaged in an additional equity financing in
March 2004 in which the Company did not participate, since the
Company no longer has the cash resources to participate in equity
financings of Princeton.  Because New Century did not participate
in the financing, New Century lost its seat on Princeton's board
of directors as well as other rights as holders of preferred stock
of Princeton.  If and when Princeton engages in additional equity
financings, the inability to participate will result in New
Century's holdings in Princeton being further diluted, which may
result in decreased value available to stockholders.  In addition,
New Century has limited resources to continue to support its
current holdings or invest in new businesses, and currently
anticipates that as early as mid-to-late 2005, the Company would
be required to begin the process of liquidating its holdings in
Princeton to raise cash necessary to pay corporate overhead
expenses as well as expenses associated with being a public
company.  This would further dilute the Company's interest in
Princeton, and would eventually deplete any assets New Century
might have available to distribute to stockholders.  As a result,
the Board of Directors believes that it is important to sell the
Company's holdings in Princeton now and subsequently liquidate New
Century to maximize the amount of cash available to the
stockholders.

As of July 31, 2004 (the anticipated date of a special
shareholders meeting), the Company's cash position is estimated to
be approximately $4.0 million.  In addition to the Company's cash,
the liquidation proceeds would include $10.0 million in cash from
the sale of the Company's holdings in Princeton.  The Company also
currently holds 375,000 common shares in Sharps Compliance Corp.
which would be sold for an estimated $0.3 million. The above items
represent approximately $14.3 million in estimated liquidation
proceeds, before related transaction expenses.

In conjunction with the proposed liquidation, the Company
anticipates utilizing cash through completion of the liquidation,
including but not limited to: (i) ongoing operating costs of
approximately $0.2 million for a sixty (60) day period subsequent
to shareholder approval, (ii) payment of approximately $0.6
million to the Company's Chief Executive Officer for his interest
in the Company's holdings of Princeton, (iii) legal, consulting
and other transaction related fees estimated at $0.5 million, (iv)
severance related expenditures totaling approximately $2.6
million, (v) other costs, including costs of accrued liabilities,
insurance, vendor arrangement and lease terminations and other
wind-down costs estimated to range from $0.6 million to $1.5
million.  In addition, the Company has initially determined that
approximately $0.6 million to $0.8 million should be reserved for
any unknown liabilities that may arise.  As a result, the Company
currently estimates that it should be able to distribute to its
shareholders, in one or more cash distributions over time,
approximately $8.1 million to $9.2 million, or $0.23 to $0.27 per
share, in liquidation.  These amounts are estimates only and could
ultimately be higher or lower.

If the shareholders approve the sale of the Company's holdings in
Princeton and the plan of liquidation, the Company intends to  
dissolve by filing articles of dissolution, liquidate its
remaining assets, satisfy its remaining obligations and make one
or more distributions to its shareholders of cash or assets
available for distribution.  The Company currently anticipates
that the articles of dissolution would be filed within
approximately 10 days following shareholder approval of the plan
of liquidation.  Upon filing the articles of dissolution, the
Company expects to delist its shares from the Over-The-Counter
Bulletin Board exchange and close its stock transfer books, which
would generally prohibit any further transfers of record of its
shares following dissolution.  The Company anticipates making an
initial distribution to shareholders within approximately 60 days
following the filing of the articles of dissolution.  However, the
precise timing of these events cannot be predicted, and the
initial distribution may be made after the 60-day period.  If the
stockholders do not approve the Princeton sale and related
liquidation, New Century will not liquidate, and the Board of
Directors will continue to manage the Company as a publicly owned
corporation and will explore what, if any, alternatives are then
available for the future of the business.

                    Year End 2003 Results

Business Discussion

The Company's balance sheet at December 31, 2003, reflects cash
and cash equivalents of $5.3 million and stockholders' equity of
$11.7 million. For the three months ended December 31, 2003, the
Company's statement of operations included a $0.6 million equity
in net loss of affiliate.  This amount, which is fifty-two percent
(52%) lower than the corresponding prior year loss amount of $1.1
million, represents the Company's equity interest in the net loss
of Princeton for the three months ended September 30, 2003
(recorded on a three month lag).  Also, included in the fourth
quarter 2003 statement of operations is $1.3 million of corporate
general and administrative expenses which includes $0.7 million
related to the amendment of the employment agreement of the
Company's Chief Executive Officer to terminate the split-dollar
life insurance agreement (previously disclosed in the Company's
Form 8-K dated December 19, 2003).

For the twelve months ended December 31, 2003, the Company
recorded a $2.7 million equity in net loss of affiliate, which
represents an eighty-six percent (86%) improvement over the
corresponding prior year amount of $18.9 million equity in net
loss of affiliate.  Corporate general and administrative expenses
of $3.0 million for the twelve months ended December 31, 2003 were
eleven percent (11%) lower than the corresponding prior year
amount of $3.4 million.

The Company recently announced an agreement with the former
majority shareholders of OSC to settle all claims related to the
April 2000 acquisition of OSC by the Company.  Under the terms of
the agreement, the Company transferred to the former OSC majority
shareholders 525,000 shares of the common stock of Sharps owned by
the Company.  In addition, the former OSC majority shareholders
agreed to a voting rights agreement which allows the Company to
direct the vote of New Century shares owned by them.  Subsequent
to the transfer of the Sharps common stock shares, the Company's
interest in Sharps decreased to 3.6% of the outstanding shares.  
During the three months ended December 31, 2003, the Company
recorded a non-cash charge to discontinued operations of $0.4
million in conjunction with the settlement agreement.

Princeton

For the three months ended September 30, 2003, Princeton recorded
revenues of $8.3 million, an operating loss of $1.6 million and an
EBITDA (earnings before interest, taxes, depreciation and
amortization) loss of $0.1 million. The EBITDA loss of $0.1
million, for the three months ended September 30, 2003, is
calculated by excluding depreciation and amortization expense of
$1.5 million from Princeton's net loss of $1.6 million.

EBITDA is a key indicator that management uses to evaluate the
operating performance of Princeton.  While EBITDA is not intended
to represent cash flow from operations as defined by generally
accepted accounting principles and should not be considered as an
indicator of operating performance or an alternative to cash flow
as a measure of liquidity, it is included herein to provide
additional information with respect to Princeton's ability to meet
future debt service, capital expenditure and working capital
requirements. This calculation may differ in method of calculation
from similarly titled measures used by other companies.

The Company does not consolidate the accounts of Princeton in its
financial statements, but rather discloses Princeton's results in
the Company's footnotes to its financial statements consistent
with the accounting for an equity investee.

Princeton's revenues for the quarter ended December 31, 2003 were
adversely affected by the loss of certain customers.

           Important Additional Information
              Will Be Filed With The SEC

New Century plans to file with the SEC and mail to its
shareholders a Proxy Statement in connection with the proposed
sale of its interest in Princeton and the proposed liquidation and
dissolution.  The Proxy Statement will contain important
information about New Century 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 New Century through the website maintained by the
SEC at http://www.sec.gov/

In addition, investors and shareholders will be able to obtain
free copies of the Proxy Statement from New Century by contacting
the Chief Financial Officer of New Century at (210) 302-0444.

New Century and its directors and executive officers may be deemed
to be participants in the solicitation of proxies in respect of
the proposed sale of New Century's interest in Princeton and New
Century's related liquidation and dissolution.  Information
regarding New Century's directors and executive officers is
contained in New Century's Form 10-K for the year ended December
31, 2002, Form 10-Q for the quarter ended September 30, 2003 and
Proxy Statement dated April 23, 2003 in connection with New
Century's 2003 Annual Meeting of Shareholders, which are filed
with the SEC.  As of March 22, 2004, New Century's directors and
executive officers beneficially owned 5,339,584 shares (assuming
the exercise of all 4,612,406 vested options), or approximately
15.4 percent, of New Century's common stock.  None of the options
held by the Company's directors or executive officers are
considered "in-the-money".  Options would be considered "in-the-
money" if the exercise price of the options were less that $0.27
per share, which is the high end of the Company's estimated range
of the aggregate approximate liquidation distributions to
stockholders.  As a result, the Company does not anticipate
that any currently outstanding options will be exercised.

              About New Century Equity Holdings Corp.

New Century Equity Holdings Corp. is a company focused on high
growth organizations.  The Company's holdings include its
investments in Princeton eComCorporation and Sharps Compliance
Corp.  New Century Equity Holdings Corp. is headquartered in San
Antonio, Texas.


NORTEL: OneConnect to Invest $20M for Advanced Multimedia Services
------------------------------------------------------------------
OneConnect, an independent voice over Internet Protocol (VoIP)
communications company based in Toronto, is working with Nortel
Networks (NYSE:NT)(TSX:NT) to deliver a comprehensive suite of
advanced, Session Initiation Protocol (SIP)-based multimedia
services like video calling and find me/follow me to Canadian
businesses.

OneConnect plans to invest US$20 million in Nortel Networks
technology and professional services to launch hosted IP
multimedia applications and services that simplify customer
communications, improve mobility and increase productivity.
OneConnect estimates that businesses can expect savings of 15 to
30 percent on telephony and Internet connectivity costs by using
the OneConnect service.

"The OneConnect vision is to enable businesses and their employees
to seamlessly interact with clients and colleagues on any device
or network, whether at home, in the office, or on the road," said
Ron Dekker, president and chief executive officer, OneConnect. "We
need a multimedia communications solution that will enable us to
execute on this vision and drive revenue growth, and Nortel
Networks multimedia communications portfolio offers us a robust,
carrier grade solution that is virtually unmatched in the
industry. Backed by Nortel Networks strong technology heritage,
OneConnect's advanced multimedia service offerings will
significantly enhance the efficiency, productivity and mobility of
our customers' business."

Using Nortel Networks Multimedia Communication Server (MCS) 5200,
OneConnect will offer business customers carrier-class
communications solutions via an easy-to-use, hosted multimedia
service. OneConnect will provide businesses with IP voice, video,
call management, collaboration and conferencing services in a
single, converged solution.

"Nortel Networks is fundamentally changing interpersonal
communications by enabling new integrated voice, video and data
services that will ultimately enhance how, when and where people
communicate," said Sue Spradley, president, Wireline Networks,
Nortel Networks. "Service providers worldwide have endorsed Nortel
Networks multimedia communications solutions, and this win with
OneConnect is yet another example of how we are empowering our
customers to drive new revenue opportunities and facilitate mass
market deployment of new, hosted multimedia services. OneConnect
is establishing itself as an innovator in this market, and we are
proud that they have selected Nortel Networks voice over IP and
multimedia solutions to pave the way to new market opportunities."

OneConnect, which has already launched commercial service, will
initially focus on Toronto and Montreal, where 60 percent of
Canadian businesses -- representing CDN$2 billion (US$1.5 billion)
of the Canadian telephony market -- are located.

With deployment of this new IP-based network, OneConnect customers
will be able to enjoy the benefits of traditional telephony
features and services as well as:

-- Video Calling -- video communications without special rooms,
   complicated dialing plans or expensive equipment

-- Find Me/Follow Me -- maximum flexibility to answer calls
   anytime and anywhere

-- Meet-me Conferencing -- instantly initiate a video or voice
   conference without pre-arranged conferencing facilities
  
-- Personal and Group Directories -- simple access to information
   for personal and business contacts

-- Whiteboarding/Co-browsing and Web Push Services -- use multiple    
   tools during a session to enhance the communication and
   collaboration between individuals, regardless of location

Nortel Networks multimedia solutions allow OneConnect to provide
customers with a flexible migration path to VoIP without
abandoning existing infrastructure. Customers who have an existing
PBX or key system can take advantage of all the benefits of
multimedia services offered by OneConnect without replacing their
current system.

As part of this network deployment, OneConnect plans to use Nortel
Networks Shasta 5000 Broadband Services Node (BSN) for centralized
subscriber aggregation and management and IP services like
firewalling, IP virtual private networks (IP VPNs), NAT, filtering
and quality of service (QOS) to provide reliable, high fidelity
voice and multimedia services that surpass industry-leading
security and performance levels.

Nortel Networks Shasta 5000 BSN is designed to enable service
providers to aggregate up to 32,000 subscribers -- via cable, DSL,
private line, dial-up, wireless or any other access medium -- onto
a single platform. Shasta 5000 BSN also enables network-based,
value-added IP services like firewalls, VPNs, the ability to
individually allocate Internet access bandwidth, and other
personalized services.

Nortel Networks MCS 5200, part of Nortel Networks Multimedia
Communications Portfolio, is a carrier-grade, SIP-based media and
applications server. The Multimedia Communications Portfolio,
including both MCS 5200 and MCS 5100, delivers advanced multimedia
and collaborative applications through the same commercially
available hardware and open-standards software. This portfolio
delivers the scale and functionality necessary for both
enterprises and service providers to address their target markets.
It transforms the way users communicate by enabling next
generation tools that improve productivity and facilitate
ubiquitous access to communications services.

For the entire year and fourth quarter of 2003, Nortel Networks
ranked #1 in the global markets for voice over IP ports shipped
and in global softswitch revenue, according to Synergy Research
Group and In-Stat/MDR. Nortel Networks has a proven portfolio of
products and services for packet voice and multimedia services.
Nortel Networks is providing Succession VoIP solutions to leading
operators, including Verizon Communications, Bell Canada, Charter
Communications, Sprint, MCI, Cox Communications, Cable & Wireless
Cayman Islands, Hong Kong Broadband Network, China Netcom and
China Railcom.

OneConnect provides breakthrough hosted and managed IP
Communications services for businesses in Canada. OneConnect is
focused on providing market leading services that deliver the
power and flexibility of IP Multimedia (voice, data and video)
tools affordably, simply and easily to business users. OneConnect
is currently offering service to businesses in Toronto and
Montreal. OneConnect is a subsidiary of Globalive Communications -
- the fastest growing global provider of niche telecom solutions
in Canada. On an operating basis, Globalive provides OneConnect
with network infrastructure and operating, customer and billing
support systems. Please visit http://www.oneconnect.ca/  

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

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

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

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


NORTEL: Gets Continued Access Waiver from Export Dev't Canada
-------------------------------------------------------------
Nortel Networks Corporation (NYSE:NT)(TSX:NT) provided an update
on certain activities related to the delay in the filing of its
2003 financial statements and those of its principal operating
subsidiary Nortel Networks Limited ("NNL"). Nortel Networks will
provide further updates as it moves through the process of filing
its 2003 financial statements.

                        EDC Waiver

NNL has obtained a waiver from Export Development Canada ("EDC")
to permit continued access by NNL to the EDC performance-related
support facility in accordance with its terms while the Company
and NNL complete their filing obligations with the U.S. Securities
and Exchange Commission. As previously announced, both the Company
and NNL will delay the filing of their respective annual reports
on Form 10-K for the year ended Dec. 31, 2003 to a date beyond
March 30, 2004.

The waiver will remain in effect until the earliest of certain
events including:

-- the date that both NNL and the Company have filed their
   respective 2003 Form 10-K's with the SEC;

-- May 29, 2004; or

-- if there is a breach of the representation given as of
   March 29, 2004 in the waiver related to the absence of any
   default under the Nortel Networks five-year credit facilities.

EDC may also suspend its obligation to issue NNL any additional
support if events occur that have a material adverse effect on
NNL's business, financial position or results of operation. NNL
and EDC have also agreed to amend the support facility to give EDC
this suspension right beyond the waiver period. There can be no
assurance that the Company or NNL will file its 2003 Form 10-K
within the waiver period or if they fail to do so, that NNL would
receive an extension of the waiver beyond its scheduled expiry
date.

The waiver also applies to certain other potential breaches by NNL
which may arise under the support facility in relation to the
Company's need to revise its previously announced unaudited
results for the year ended Dec. 31, 2003, and the results reported
in certain of its quarterly reports for 2003, and to restate its
previously filed financial results for one or more earlier
periods.

The EDC support facility provides for up to US$300 million of
committed support and US$450 million of uncommitted support and,
as of Dec. 31, 2003, there was approximately US$334 million of
outstanding support under this facility.

            First Quarter 2004 Results Announcement

The Company confirmed it plans to announce limited preliminary
unaudited financial results for the first quarter of 2004 on April
29, 2004 and to hold a conference call to discuss its results
after they are publicly announced.

                 Annual Shareholders' Meeting

The Company also announced due to the delay in the filing of its
2003 financial statements, it is postponing its previously
announced Annual Shareholders' Meeting originally scheduled for
April 29, 2004, to a later date. The new date will be announced,
and the meeting will be held, as soon as practicable after the
filing of the 2003 financial statements.

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

                         *   *   *

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

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

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


OMEGA: Declares Regular Quarterly Preferred Dividends
-----------------------------------------------------
Omega Healthcare Investors, Inc. (NYSE:OHI) announced that the
Company's Board of Directors declared its regular quarterly
dividends for all classes of preferred stock. In addition, the
Company announced the redemption of all shares outstanding of its
Series A Preferred Stock. Also, the Company announced the date,
time and location of its 2004 Annual Meeting of Stockholders.

               Quarterly Preferred Dividends

The Company's Board of Directors declared its regular quarterly
dividends for all classes of preferred stock to preferred
stockholders of record on April 30, 2004. Series B and Series D
preferred stockholders of record on April 30, 2004 will be paid
dividends in the amount of $0.53906 and $0.47109, per preferred
share, respectively, on May 17, 2004. Series A preferred
stockholders of record on April 30, 2004 will receive a dividend
in the amount of $0.57813, per preferred share. The liquidation
preference for each of the Company's Series A, B and D preferred
stock is $25.00. Regular quarterly preferred dividends represent
dividends for the period February 1, 2004 through April 30, 2004
for the Series A and Series B preferred stock and February 10,
2004 through April 30, 2004 for the Series D preferred stock.
Total dividend payments for all classes of preferred stock are
approximately $4.6 million. The Company's Board of Directors will
take action with respect to common stock dividends at its
regularly scheduled meeting to be held on April 20, 2004.

                Preferred Series A Redemption

The Company's Board of Directors also authorized the redemption of
all shares outstanding of its 9.25% Series A Cumulative Preferred
Stock ("Series A preferred stock") (NYSE:OHI PrA; CUSIP:
681936209). Omega expects the shares to be redeemed on April 30,
2004 for $25.00 per share, plus $0.57813 per share in accrued and
unpaid dividends through the redemption date, for an aggregate
redemption price of $25.57813 per share. Dividends on the shares
of Series A preferred stock will cease to accrue from and after
the redemption date, after which the Series A preferred stock will
no longer be outstanding and holders of the Series A preferred
stock will have only the right to receive the redemption price.

The notice of redemption and related materials will be mailed to
holders of Series A preferred stock on or about March 31, 2004.
EquiServe Trust Company, located at 66 Brooks Drive, Braintree, MA
02184, will act as the company's redemption agent. On or before
the redemption date, the Company will deposit with EquiServe the
aggregate redemption price, to be held in trust for the benefit of
the holders of the Series A preferred stock. Holders of the Series
A preferred stock who hold shares through the Depository Trust
Company will be redeemed in accordance with the Depository Trust
Company's procedures.

Requests for copies of the materials or questions relating to the
notice of redemption and related materials should be directed to
EquiServe at 800-251-4215 or to Bob Stephenson, Omega's Chief
Financial Officer, at 410-427-1700.

In connection with the redemption of the Series A preferred stock,
Omega's second quarter 2004 results will reflect a non-recurring
reduction in net income attributable to common shareholders of
approximately $2.3 million or approximately $0.05 per common
share. This reduction will be taken in accordance with the July
31, 2003 Securities and Exchange Commission Interpretation of
FASB-EITF Topic D-42 ("The Effect on the Calculation of Earnings
per Share for the Redemption or Induced Conversion of Preferred
Stock"). Under this interpretation, all costs associated with the
original issuance of the Series A preferred stock will be recorded
as a reduction of net income attributable to common stockholders.

                        Annual Meeting

The Company also announced that its 2004 Annual Meeting of
Stockholders will be held on Thursday, June 3, 2004, at 10:00 a.m.
EDT at the Holiday Inn Select, Baltimore-North, 2004 Greenspring
Drive, Timonium, Maryland. Stockholders of record as of the close
of business on April 26, 2004 will be entitled to receive notice
of and participate at the 2004 Annual Meeting.

Omega is a Real Estate Investment Trust investing in and providing
financing to the long-term care industry. At December 31, 2003,
Omega owned or held mortgages on 211 skilled nursing and assisted
living facilities with approximately 21,500 beds located in 28
states and operated by 39 third-party healthcare operating
companies.

                        *   *   *

Standard & Poor's Ratings Services assigned its 'BB-' rating to
Omega Healthcare Investors Inc.'s recently issued $200 million 7%
senior notes due April 2014.

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

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


OREGON ARENA: Files Plan and Disclosure Statement in Oregon
-----------------------------------------------------------
Oregon Arena Corporation filed its Chapter 11 Plan of
Reorganization and the accompanying Disclosure Statement with the
U.S. Bankruptcy Court for the District of Oregon.  Full-text
copies of the documents are available for a fee at:

   http://www.researcharchives.com/bin/download?id=040323204918

                              and

   http://www.researcharchives.com/bin/download?id=040323204753

The Plan provides for the designation of classes of claims and
interests against the Debtor's estate:

  Class             Status    Treatment
  -----             ------    ---------
  1 - Secured       Impaired  Will receive cash if the Valuation
      Claims                  Amount is equal to or less than
                              $50,000,000. In the event the
                              Valuation Amount is in excess of
                              $50,000,000, the Debtor retains
                              the right to pay the Valuation
                              Amount or transfer its interest in
                              the Purchased Assets to the
                              Noteholders in satisfaction of
                              their Secured Claim.

  2 - PPL Claims    Impaired  If the Debtor retains the
                              Purchased Assets, Claimants will
                              receive a note in the amount of
                              their outstanding claims from
                              NewCo to be in 120 monthly
                              installments at a rate of 6%
                              interest. If the Debtor transfers
                              the Purchased Assets, the PPL
                              claims are the responsibility of
                              the owner and no payment would be
                              made from the Debtor's estate.

  3 - Unsecured     Impaired  Will receive such holder's Pro
      Claims                  Rata share of the Contributed
                              Amount.

  4 - Convenience   Impaired  Will be paid 50% of the Allowed
      Class                   Amount of such claim on or before
                              the Effective Date.

  5 - Interests     Impaired  On the Effective Date, all equity
                              securities, including Common Stock          
                              of the Debtor, will be cancelled
                              and such securities and any rights
                              thereunder will be null and void.

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


PACIFIC GAS: Settlement Brings an End to IRS Tax Claim Disputes
---------------------------------------------------------------
Prior to 1997, Pacific Gas and Electric Company filed federal
income tax returns as the corporate parent of its own
consolidated group.  Under applicable non-bankruptcy law, PG&E
has the right and obligation to resolve income tax matters on
behalf of the consolidated group pertaining to the relevant tax
periods.

For the income tax years 1997, 1998, 1999 and 2000, PG&E's income
and expenses were included in the consolidated income tax returns
filed by its parent, PG&E Corporation.  Absent a termination of
agency, PG&E Corp. -- and not PG&E -- has the same right and
obligation to resolve income tax matters on behalf of the
consolidated group.  Nonetheless, PG&E remains liable for the
taxes of the consolidated group.

On the Petition Date, the 1997 consolidated income tax return of
PG&E Corp. was under examination by the Internal Revenue Service.  
The examination was focused on PG&E's operations, being the
largest subsidiary of the consolidated group controlled by PG&E
Corp.

The IRS issued its audit report concerning tax year 1997 on
July 31, 2001.  The report set forth a proposed assessment for
tax year 1997, and proposed over-assessments for tax years 1998
and 1999 related to 1997 adjustments.  PG&E Corp., on behalf of
its consolidated group, disputes the un-assessed 1997 income tax,
and is pursuing an administrative appeal before the IRS Appeals
Office.

On September 25, 2001, the IRS filed a $53,022,740 claim against
PG&E for the un-assessed 1997 income taxes.  The IRS's Claim No.
12342 asserts a right to set-off with respect to the proposed
over-assessments for tax years 1998 and 1999.

If the IRS and PG&E Corp. are unable to resolve the dispute at
the administrative level, the IRS is required by applicable non-
bankruptcy law to issue a Notice of Deficiency.  The recipient of
a Notice of Deficiency may contest a proposed tax assessment in
the United States Tax Court.

On April 26, 2002, PG&E Corp. asserted a claim for credit or
refund against the IRS with respect to tax year 1998, based on a
$27,621,334 casualty loss by PG&E from storm damage that year.  
At the same time, PG&E asserted a claim for credit or refund
against the IRS with respect to tax year 1995 based on a
$42,963,605 casualty loss from storm damage that year.

Subsequently, the IRS amended its claim.  On July 18, 2002, the
IRS filed Claim No. 13310 for $56,789,128 on account of the un-
assessed income taxes asserted in Claim No. 12342 plus the taxes
for tax years 1996 and 1999 attributable to the disallowance of
depreciation deductions corresponding to the casualty loss claims
for tax years 1995 and 1998.  Claim No. 13310 asserts set-off
rights with respect to the 1995 casualty loss claim.

On December 11, 2002, the IRS filed Claim No. 13360 for
$57,562,724 on account of the un-assessed income taxes asserted
in Claim Nos. 12342 and 13310 plus the taxes for tax year 1993
and additional taxes for tax year 1996 attributable to the
disallowance of certain nuclear decontamination and
decommissioning cost deductions corresponding to the Debtor's D&D
cost claims for tax years 1992 and 1994.

PG&E asserts $12,802,500 and $3,406,705 in D&D cost deductions
for 1992 and 1994.  The IRS denied the claims before the Petition
Date.  In June 2002, PG&E asked the IRS Appeals Office to
reconsider the decision.

Pursuant to an Interest Payment Order, dated March 27, 2002, PG&E
obtained permission from the Bankruptcy Court to make advance
payments to the IRS with respect to certain tax periods.  To
date, PG&E has paid to the IRS amounts as advance payments with
respect to certain tax periods subject to the IRS's Claims.

After arm's-length negotiations, PG&E and the United States of
America, on behalf of the IRS, agree that PG&E Corp. should have
the full authority to resolve all federal income tax issues for
tax years 1997, 1998, 1999, and 2000, outside the Bankruptcy
Court forum.  The parties agree to have the tax matters pass-
through PG&E's Chapter 11 case.

In a Court-approved stipulation, PG&E and the U.S. government, on
the IRS's behalf, agree that:

   (a) PG&E will refrain from any action which would serve to
       revoke the exclusive agency of PG&E Corp., as agent for
       the consolidated group which includes PG&E, with respect
       to income tax periods 1997, 1998, 1999, and 2000;

   (b) PG&E's federal tax liabilities, together with any claims
       for credit or refund, with respect to income tax periods
       1997, 1998, 1999, and 2000 will be resolved in accordance
       with the terms the IRS and PG&E Corp. agree, or barring
       such agreement, may be determined in the applicable
       administrative and judicial fora with proper jurisdiction
       as specified by non-bankruptcy law.  The tax issues will
       not be brought before the Bankruptcy Court by any means
       unless they constitute matters subject to the Bankruptcy
       Court's exclusive jurisdiction;

   (c) PG&E's federal tax liabilities with respect to income tax
       periods 1992, 1993, 1994, 1995, and 1996 will be resolved
       on the terms as the IRS and PG&E have agreed, subject to
       any required review by the Joint Committee of Congress;

   (d) The automatic stay will be modified to:

        (i) permit the set-off of overpayments due to PG&E for
            the income tax years 1992, 1994 and 1995 against
            PG&E's income tax liabilities due to the IRS for tax
            years 1993 and 1996; and

       (ii) permit the IRS to freeze any excess overpayment
            amounts.

       Upon the assessment of PG&E Corp.'s and PG&E's 1997 and
       1999 income tax liabilities, any excess overpayments for
       income tax years 1992, 1994, and 1995 will be set off
       against the 1997 and 1999 income taxes, and the automatic
       stay will be modified to permit the set-off;

   (e) The set-off rights of PG&E and the IRS will be preserved,
       and will survive the confirmation of any reorganization
       plan;

   (f) Notwithstanding the pendency of an administrative appeal
       regarding the disputed income tax matters, the IRS will be
       entitled to receive payment of postpetition interest
       pursuant to the Interest Payment Order, on the same terms
       as similar allowed priority claims in PG&E's Chapter 11
       case, based on the $57,562,724 principal amount of IRS's
       Claim No. 13360; and

   (g) IRS's claims will become "allowed" for purposes of
       Section 502 on the date on which the taxes set forth under
       IRS's asserted claims are assessed by the IRS, provided
       that nothing will limit or foreclose PG&E and PG&E Corp.
       from utilizing applicable procedures to challenge the
       determination of the federal tax liability, including
       procedures applicable after the assessment.  To the extent
       the IRS's claims become allowed, they will be allowed
       through Claim No. 13360, which supersedes Claim Nos. 12342
       and 13310 in their entirety.  The aggregate amount of the
       allowed IRS claims -- before any set-off -- will not
       exceed $57,562,724, the principal amount of Claim No.
       13360.

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: Court Okays Payment of Higher-than-Expected Milk Claims
----------------------------------------------------------------
As previously reported, the U.S. Parmalat Debtors sought and
obtained the Court's authority to pay prepetition milk supplier
claims, in their sole discretion.

The U.S. Debtors are also authorized to issue postpetition
checks, or effect postpetition fund transfer requests, in
replacement of any checks or fund transfer requests with respect
to Milk Supplier Claims dishonored or rejected as of the Petition
Date.

                        *    *    *

Since the Petition Date, the Debtors, in consultation with their
financial advisors, made a number of payments to Milk Suppliers
as authorized by the Court.  However, the Debtors recently
realized that the good faith estimates they provided to the Court
were less than the actual prepetition amounts outstanding:

     Category     Original Estimate      Revised Estimate
     --------     -----------------      ----------------
     Farmers         $4,600,000      $6,620,000 - $6,750,000
     Dairy Co-ops    $2,300,000      $2,300,000 - $2,400,000

The U.S. Debtors believe that the total prepetition obligations
owed to the Farmers reach $5,120,000 to $5,250,000, plus the
Uncashed Check amount for a total of $6,620,000 to $6,750,000.  
The total prepetition obligations owed to the Co-ops are
estimated to be $2,300,000 to $2,400,000.

The Debtors explain that the revised estimate of obligations owed
to the Milk Suppliers is due in part to higher than forecasted
milk prices in the period immediately preceding the Petition
Date.  The federal government sets the price of milk but does not
release the price until after the period for which it is set.  In
estimating the aggregate payments owed to the Milk Suppliers, the
Debtors did not forecast the increase in the price of milk set by
the government.  Moreover, because the Debtors receive milk on a
daily basis, it is difficult to estimate with precision the
amount of prepetition obligations owed to Milk Suppliers at any
given point in time.  Although the Debtors log the milk received
daily by weighing it and receive tickets from the Milk Shippers
relating to the amount of milk shipped, they cannot precisely
determine the total volume of milk delivered by the Milk
Suppliers until they receive the invoices from the Milk Suppliers
and reconcile them against the logs and tickets, a process which
is generally not complete until shortly before payment is due.

In the ordinary course of business, the Debtors make bi-weekly
payments to the Milk Suppliers.  Their next payment to the Milk
Suppliers is due on Tuesday, March 16, 2004.  In accordance with
their normal course of business, the Debtors seek to distribute
the checks to the Milk Shippers -- who deliver the checks to the
Farmers -- without further delay.

To avoid any serious disruption in the Debtors' business
operations, Judge Drain authorizes the Debtors to pay their
prepetition obligations to Farmers, subject to a $6,750,000 cap,
and to the Co-Ops, subject to a $2,400,000 limit.

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)   


PER-SE TECHNOLOGIES: S&P Watches Ratings After 10-K Filing Delay
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and other ratings on Per-Se Technologies Inc. on
CreditWatch with negative implications following the company's
announcement it will not file its 10-K by the March 30, 2004,
extension deadline.

On March 16, 2004, Per-Se filed for an automatic 15-day extension
to file its 10-K so that the company's outside accountant could
complete additional audit procedures as a part of Per-Se's year-
end 2003 audit. Per-Se's outside accountant has advised Per-Se and
its audit committee that additional audit procedures are necessary
in connection with allegations made in early November 2003 of
improper accounting and business activities. Per-Se is unable to
predict at this time when the company's outside accountant will
complete its review or when Per-Se will file its 10-K.

"The CreditWatch placement reflects the delayed filing, the
expanded timetable of the outside accountant's review, and
uncertainties regarding the review's outcome," said Standard &
Poor's credit analyst Emile Courtney.

Standard & Poor's will resolve the CreditWatch placement upon the
completion of the outside accountant's review and the company's
filing of its 2003 10-K.

Atlanta, Ga.-based Per-Se provides business outsourcing services
to hospital-based physician practices and electronic transaction
processing, primarily to physicians and hospitals. Total pro forma
lease-adjusted debt was $160 million as of December 2003.


PG&E NAT'L: Court Okays GenHoldings Projects Transfer Settlement
----------------------------------------------------------------
GenHoldings I, LLC, is an indirect, wholly owned, non-debtor
subsidiary of National Energy & Gas Transmission, Inc., formerly
PG&E National Energy Group Inc.  The GenHoldings business consists
of four generating facilities, which are separately owned by
indirect, wholly owned, non-debtor subsidiaries of GenHoldings:

   * Athens Generating Company, L.P.,
   * Covert Generating Company, LLC,
   * Harquahala Generating Company, LLC, and
   * Millennium Power Partners, L.P.

The Millennium Project is completed and the Projects owned by
Covert, Athens and Harquahala are close to completion.

According to Paul M. Nussbaum, Esq., at Whiteford, Taylor &
Preston, LLP, in Baltimore, Maryland, Societe Generale, as
Administrative Agent, and a syndicate of lenders agreed to
finance 60% of the estimated $1,700,000,000 in construction costs
of the GenHoldings Projects.  GenHoldings agreed to fund the
remaining 40% of the construction costs through equity infusions
into GenHoldings.  NEG guaranteed GenHoldings' obligation to
contribute equity pursuant to an Amended and Restated Guarantee
and Agreement dated March 15, 2002 in favor of Societe Generale.
GenHoldings made a $450,000,000 initial equity contribution.

Mr. Nussbaum related that the original financing was modified
pursuant to an Amended and Restated Credit Agreement, dated as of
March 15, 2002, whereby the GenHoldings Lenders provided
financing to complete construction of the Athens, Covert and
Harquahala Projects and bring them into commercial operation.
The loans made under the GenHoldings Credit Facility are secured
by the GenHoldings Projects and are non-recourse to NEG, except
for the NEG Guarantee.

NEG made its equity payments as required until mid-2002, when its
credit rating was downgraded.  Due to the downgrade, GenHoldings
and NEG became obligated to fund 100% of project costs until the
equity contribution obligation became satisfied.  NEG caused the
required equity infusions to be made in August and September 2002
but announced in early October 2002 that no further payments
would be made.

As of the Petition Date, NEG was obligated to pay $354,720,386 in
principal amount to the GenHoldings Lenders under the NEG
Guarantee.  Mr. Nussbaum says that $1,600,000,000 remains
outstanding under the GenHoldings Credit Facility -- including
undrawn letters of credit.

NEG has determined that it does not have an interest in the
GenHoldings Projects worth protecting for its estate.  Its
interests in the GenHoldings Projects are not necessary to a
successful reorganization.

As a result, NEG entered into a stipulation with Societe
Generale, the Official Committee of Unsecured Creditors, and the
Official Noteholders Committee regarding the transfer of the
GenHoldings Projects and the treatment of the NEG Guarantee
Claim.

The key terms of the Stipulation are:

A. The Transfer of the GenHoldings Projects

   (a) The Millennium Project and related assets owned by
       Millennium will be transferred to the GenHoldings Lenders'
       designee as soon as practicable;

   (b) The remaining three GenHoldings Projects and their related
       assets owned by Athens, Covert, and Harquahala will be
       transferred to the GenHoldings Lenders' designees on the
       earliest of:

       -- the day after NEG ceases to be a member of the
          affiliated group of corporations of which PG&E
          Corporation is the common parent;

       -- the day after the effective date of the reorganization
          plan;

       -- the date agreed to by all of the parties; and

       -- May 24, 2004 -- the Outside Date;

   (c) Subject to various conditions, NEG will have the option of
       deferring the Outside Date to as late as July 23, 2004 in
       exchange for the payment of a fee; and

   (d) Unless the Stipulation is breached by NEG, the GenHoldings
       Lenders will not initiate foreclosure proceedings or
       otherwise undertake collection actions against the Project
       Companies or the Projects before the dates for the
       transfer of the GenHoldings Projects;

B. The NEG Guarantee Claim

   (a) The NEG Guarantee Claim will be allowed for $354,720,386
       under the Plan and the GenHoldings Lenders will be
       entitled to vote the NEG Guarantee Claim in that amount;

   (b) Any party-in-interest will be permitted -- under certain
       terms and conditions -- to object, on an expedited basis,
       to the NEG Guarantee Claim, solely on the basis that the
       GenHoldings Lenders will receive an aggregate recovery
       from all sources in excess of the amounts outstanding
       under the GenHoldings Credit Facility and related
       documents;

C. Other Provisions

   (a) NEG will use its best efforts to include these provisions
       in the Plan or the order confirming the Plan:

       -- A finding that the transfer of cash, notes and NEG
          stock pursuant to the NEG Guarantee Claim is properly
          allocable to the period following NEG's deconsolidation
          from PG&E Corp; and

       -- a finding that the resulting tax deductions may be
          claimed only in the consolidated return for the group
          of which NEG is the common parent, and not by PG&E
          Corp;

   (b) Upon transfer of the GenHoldings Projects, NEG will be
       entitled to claim all tax benefits, subject to certain
       exceptions, of any member of the NEG Debtors.  The
       GenHoldings Lenders will not take any action or otherwise
       interfere with NEG's claims to the tax benefits relating
       to the GenHoldings Projects; and

   (c) Claims with respect to prepetition expense deposits
       remitted to Societe Generale are waived by the parties and
       Societe Generale agrees to return any unused portion of
       the expense deposits to NEG.

Accordingly, NEG sought and obtained Court approve for the
Stipulation. The Court also authorizes NEG to take actions
necessary to permit the transfer of the GenHoldings Projects to
the GenHoldings Lenders' designees.

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)    


RADNOR HLDGS: Proposes $70 Million Senior Secured Debt Offering
---------------------------------------------------------------
Radnor Holdings Corporation intends to offer $70.0 million of its
senior secured floating rate notes due 2009.  The proceeds of the
sale of the notes are expected to be used to repay certain secured
term and revolving credit borrowings, thereby increasing future
availability for borrowings under Radnor's current senior credit
agreements.

The notes are expected to bear interest at a floating rate based
on LIBOR, with the rate reset quarterly.  The notes are expected
to be secured by first priority security interests in certain of
Radnor's domestic machinery and equipment and certain real
property.  The notes are also expected to be guaranteed by certain
of Radnor's domestic subsidiaries.  Radnor anticipates that the
offering will be completed during the second quarter of fiscal
2004, although no assurance can be given that the offering will be
consummated.

The notes will not be registered under the Securities Act of 1933,
as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.

For further information, please contact R. Radcliffe Hastings,
Executive Vice President and Treasurer of Radnor Holdings
Corporation, or Michael V. Valenza, Senior Vice President and
Chief Financial Officer of Radnor Holdings Corporation, at
610-341-9600.

                         *   *   *

As reported in the November 24, 2004, edition of the Troubled
Company Reporter, Standard & Poor's Ratings Services placed its
ratings, including its 'B+/Negative/--' corporate credit rating,
on Radnor Holdings Corp. on CreditWatch with negative implications
based on concerns about Radnor's near term liquidity and sub-par
financial profile, pending completion of a proposed initial public
offering of stock.

"The CreditWatch placement follows Radnor's announcement that it
has acquired Polar Plastics Inc. Polar is engaged in the
manufacturing and sale of plastic cutlery, tumblers, and injection
molded thermoformed custom plastic products," said Standard &
Poor's credit analyst Paul Blake. The predominantly debt-financed
acquisition of Polar for $28.7 million will initially place
additional pressure on the company's already stretched financial
profile, and will likely result in a modest reduction of near term
liquidity.


RAYOVAC: President & COO to Present at BofA Conference on Apr. 1
----------------------------------------------------------------
Rayovac President and COO Kent J. Hussey will make a presentation
to the investment community at the Banc of America Securities 2004
Consumer Conference in New York City at 8:50 a.m. (eastern
standard time) on Thursday, April 1.  The presentation will be
broadcast live via an audio web cast.  To access the web cast, go
to:

http://www.veracast.com/webcasts/bas/consumer-2004/id94302371.cfm

The presentation slides will also be posted on Rayovac's web site
-- http://www.rayovac.com/-- under "Investor Resources/Slideshow"  
following the conference.

Rayovac Corporation (NYSE: ROV) (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.


REDSTONE RESOURCES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Redstone Resources, Inc.
        410 Seventeenth Street, Suite 400
        Denver, Colorado 80202

Bankruptcy Case No.: 04-14850

Type of Business: The Debtor develops mineral and precious metal
                  mines and properties.

Chapter 11 Petition Date: March 12, 2004

Court: District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Glenn W. Merrick, Esq.
                  1801 California, Suite 4300
                  Denver, CO 80202
                  Tel: 303-298-1122
                  Fax: 303-296-9101

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Campbell County Treasurer     2003 Ad Valorem           $752,698
P.O. Box 1027
Gillette, WY 82717-1027

Eric & Linda L. Szaloczi      Judgment                  $605,000
2535 Ponderosa Hill Road
P.O. Box 787
Lyons, CO 80540

Campbell County Treasurer     2002 Ad Valorem &         $383,842
P.O. Box 1027
Gillette, WY 82717-1027

Roland P. & Wendy L. DeBruyn  Judgment                  $330,000
1625 Broadway, Ste 1800
Denver, CO 80202

Preston, Reynolds & Co, Inc.  Judgment                  $230,000

Michael P. Batzer             Judgment                  $220,000

Production Systems            Trade Debt                $159,011

States West Water Resources   Trade Debt                $115,469

BLM                           Compensatory               $85,000
                              Royalty

Bregs & Winter P.C.           Trade Debt                 $42,800

RAG Electric, Inc.            Trade Debt                 $40,063

Campbell County Treasurer     Equipment taxes            $30,630

Farnsworth Servives Co, Inc.  Trade Debt                 $30,447

Electrical Systems of         Trade Debt                 $24,359
Wyoming, Inc.

Toolpushers Supply Co.        Trade Debt                 $22,875

Associated Legal Group        Trade Debt                 $22,370

Petroleum Place Energy        Trade Debt                 $20,936
Advisors

Perferred Pump                Trade Debt                 $20,160

Jet Services                  Trade Debt                 $18,774

P2 Energy Solutions           Trade Debt                 $15,391


ROCKFORD CORP: Closes $45 Million Asset-Based Credit Facility
-------------------------------------------------------------
Rockford Corporation (Nasdaq: ROFO) closed a three-year $45.0
million senior asset based credit facility with Congress Financial
Corporation (Western) as Agent and Wachovia Bank, National
Association as Arranger and a one year $4 million junior term loan
with Hilco Capital LP.  These credit facilities replaced the $30
million revolving credit facility previously maintained with Bank
of America, N.A. and Bank One, Arizona, N.A.

Jim Thomson, chief financial officer said, "This new senior credit
facility gives us significantly more flexibility than our previous
facility. It offers us a larger borrowing base, fewer covenants
and is more competitively priced.  This new line will provide us
with working capital to fund both our ongoing business and growth
objectives."

Rockford is a designer, manufacturer and distributor of high-
performance audio systems for the mobile, professional, and home
theater audio markets. Rockford's mobile audio products are
marketed under the Rockford Fosgate, Lightning Audio, MB Quart and
Q-Logic brand names.  Home Audio brands include Fosgate Audionics,
NHT and MB Quart.  Rockford's professional brands include MB Quart
and Hafler.  In the consumer technology sector Omnifi and
SimpleDevices SimpleCenter deliver wireless home computer music
management to the home and mobile audio systems.

                        *   *   *

As reported in the March 1, 2004, edition of the Troubled Company
Reporter, Rockford noted that it continued to be in violation of
covenants attached to its revolving bank credit agreement and
continues to negotiate the closing of an asset based credit line
of $40 million that will increase financing availability compared
to its existing $30 million credit line, and that it expects to
close a new credit facility by the end of March.


SOLUTIA: Unsecured Panel Wants to Intervene in Debtors' Lawsuits
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Solutia, Inc. and its debtor-affiliates seeks
to intervene in proceedings where the Debtors are named as
defendants.

Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, relates that as the fiduciary representative of all
unsecured creditors, the Committee is very concerned about the
various litigation matters currently pending against the Debtors,
which, if allowed to progress, would directly and detrimentally
affect the rights, interests and potential recoveries of
unsecured creditors.  If granted the authority to intervene, the
Committee will file requests to intervene in the Debtors'
Proceedings and the courts overseeing them will decide whether
the Committee may intervene.

The Debtors are named defendants in numerous court proceedings
related to, among other things, environmental remediation,
medical benefits, and litigation related to polychlorinated
biphenyle.  The Debtors are also named parties in certain consent
decrees or other orders related to environmental remediation
entered by courts in the Debtors' Proceedings.

As the statutory representative of unsecured creditors, the
Committee believes that:

     (i) consistent with its duties under Section 1103 of the
         Bankruptcy Code to understand, investigate, minimize
         liabilities and maximize value for unsecured creditors,
         the Committee must actively protect the rights of
         unsecured creditors, which may require intervention in
         the Debtors' Proceedings where plaintiffs seek to impact
         the liabilities of the estates; and

    (ii) it has a right to intervene in the Debtors' Proceedings
         pursuant to Rule 24(a)(2) of the Federal Rules of
         Civil Procedure to protect the interests of
         unsecured creditors.

The Committee believes that each of the Debtors' Proceedings,
including the consent decrees and other orders related to
environmental remediation, are subject to the automatic stay
pursuant to Section 362 of the Bankruptcy Code.  However, two
courts to date have proceedings pending regarding the
applicability of the automatic stay.  The Committee believes that
its interests and the liabilities and assets of the Debtors'
estates will be directly and materially affected by the decisions
of the other Solutia Courts.

According to Mr. Dizengoff, the Committee fears piecemeal
litigation by multiple courts regarding the applicability of the
automatic stay and dischargeability of claims in each of the
numerous jurisdictions in which the Debtors are subject to
litigation, inevitably leading to inconsistent rulings affecting
claim amounts and treatment, waste of the Debtors' limited
resources, needless delay, and unequal treatment of similarly
situated creditors.  

Mr. Dizengoff assures that Court that the Committee will not seek
to intervene in any of the Debtors' proceedings in which the
interests of unsecured creditors are not at immediate and direct
risk or in those Solutia Proceedings that have been stayed.
Furthermore, the Committee will not duplicate the efforts of the
Debtors in any of the proceedings in which it intervenes.

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)


SUPERIOR ESSEX: Commencing $275 Million Senior Debt Offering
------------------------------------------------------------  
Superior Essex Inc. (OTC Bulletin Board: SESX) announced that its
operating subsidiaries, Superior Essex Communications LLC and
Essex Group, Inc., intend to offer, subject to market and other
conditions, $275 million aggregate principal amount of Senior
Notes due 2012 in a private placement to "qualified institutional
buyers" pursuant to Rule 144A under the Securities Act of 1933,
as amended.

Superior intends to use the net proceeds of the offering to redeem
its subsidiaries' 9-1/2% senior notes due 2008, repay a portion of
its senior secured revolving credit facility indebtedness, fund
its acquisition of certain assets from operating subsidiaries of
Belden Inc. and pay fees and expenses.

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


SUPERIOR ESSEX: S&P Assigns B Rating to $275Mil. Sr. Unsec. Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its
'B+/Stable/--' corporate credit rating, its 'B+' secured debt
rating, and its 'BB' senior secured bank loan rating on Atlanta,
Georgia-based Superior Essex Inc. At the same time, Standard &
Poor's assigned its 'B' rating to Superior Essex's proposed $275
million senior unsecured notes due 2012.

Superior Essex Communications LLC and Essex Group Inc., the
operating subsidiaries of Superior Essex Inc., are co-issuers of
the proposed notes. Superior Essex Inc. is a guarantor of the
notes. Superior Essex intends to use the proceeds to redeem its
existing $145 million of senior secured notes, at which point
Standard & Poor's will withdraw the senior secured debt rating.
Superior Essex will also use proceeds to pay down balances
drawn on its revolving credit facility and approximately $85
million to acquire certain fixed and working capital assets and
customer contracts of the telecommunications wire business of
Belden Inc.

"The proposed senior unsecured notes are rated one notch lower
than the corporate credit rating based on the amount of secured
debt in the capital structure and the unsecured status of the
notes," said Standard & Poor's credit analyst Joshua G. Davis.

The corporate credit rating reflects a below average business
profile, characterized by cyclical operating volatility and low
profitability and returns, partially offset by a solid financial
profile for the rating, and strong market positions in certain
segments of the cable and wire industry.


TAYLOR-DYKEMA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Taylor-Dykema Manufacturing, Co.
        2210 Main Street
        San Diego, California 92113-3641

Bankruptcy Case No.: 04-02186

Type of Business: The Debtor manufactures sporting goods and
                  recreation products.

Chapter 11 Petition Date: March 10, 2004

Court: Southern District of California (San Diego)

Judge: John J. Hargrove

Debtor's Counsel: Judith A. Descalso, Esq.
                  613 West Valley Parkway Suite 340
                  Escondido, CA 92025
                  Tel: 760-745-8380
                  Fax: 760-745-7845

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Robert Dykema                                           $825,000
4110 Gateside Rd
La Mesa, CA 91941-7908

Ronald E. Taylor              Bank loan                 $750,000
C/O Donald English, Esq.
5550 W. "C" St., Ste. 1800
San Diego, CA 92101

Birchwood Mfg. Co.            Trade debt                $128,495

National Casein               Trade debt                  $7,604

Forest Industries             Trade debt                  $3,137

IPD Packaging                 Trade debt                  $2,707

Kaiser Permanente             Trade debt                  $2,159

C H Robinson                  Trade debt                  $2,076

Frazee Industries             Trade debt                  $1,456

Saunders Brothers             Trade debt                  $1,228

Cardinal Industrial Finishes  Trade debt                  $1,026

Department Of Motor Vehicles  Trade debt                    $609

K&B Trucking                  Trade debt                    $474

SDA Security Systems          Trade debt                    $294

SBC Pac Bell                  Trade debt                    $272

Hansson Industrial            Trade debt                    $161

Fed Ex                        Trade debt                    $131


THOMPSON PRINTING: Wants Continued Use of Cash Collateral
---------------------------------------------------------
Thompson Printing Co., Inc., is seeking permission from the U.S.
Bankruptcy Court for the District of New Jersey to use cash
collateral securing repayment of prepetition debts to finance the
ongoing operation of its business while the company restructures
under chapter 11 protection.

The Debtor reports that these entities may assert security
interests in and liens on its assets:

   i) Trust Company of New Jersey

      The Trust Company was, however, paid in excess of $3
      million in December 2003 as a result of the Clifton, New
      Jersey property sale.

  ii) Internal Revenue Service

      The IRS filed a Notice of Federal Tax Lien in July 2001,       
      in the amount of $521,957. An offer in compromise is
      pending.

iii) Gerald Fields

      Mr. Fields is a 12% owner of the Debtor and has a judgment
      in the amount of $1.1 million which is currently on appeal
      before the Third Circuit Court of Appeals.

The Debtor points out that the use of any collateral is necessary
and appropriate in order to continue operating its business in its
ordinary course. The Debtor explains that it needs to pay its
operating expenses, such as salaries, rent, supplies, inventory
and insurance, to preserve and increase the value of its assets
for the benefit of all parties.

Consequently, the Debtor seeks the immediate use of cash
collateral to avoid immediate and irreparable harm and to preserve
and maintain its assets to as to preserve and increase its value
for the benefit of all parties-in-interest.

To the extent that the Trust Company, the IRS, Mr. Field, or
ACR/Portfolio has an interest in the Debtor's cash collateral or
other assets, such interest is adequately protected because, inter
alia, there is an equity cushion and for each dollar of cash
collateral consumed by the Debtor, value will be preserved equal
to or in excess of those dollars consumed.  The Debtor further
submits that these parties are also adequately protected due to
the alleged personal guarantee of Gilbert M. Thompson, the
majority owner of Debtor.

Further, in exchange for the use of this alleged cash collateral
to the extent of its allowed secured claim, the Debtor will grant
a replacement lien in the postpetition assets for any diminution
in the value of their collateral.

Moreover, as additional adequate protection, the Debtor is
prepared to continue making regular weekly utility, rent,
insurance, telephone service and payments.

The Debtor assures the Court that it will utilize the cash
collateral according to this Weekly Budget:

                 3/26      4/2       4/9     4/16
                 ----      ---       ---     ----
  Payroll/Taxes  5,624    5,624     5,624    5,624
  Rent             --      --      11,042     --   
  Utilities        375      375       375      375
  Insurance        875      875       875      875
  Misc.          1,500    1,500     1,500    1,500
  Total          8,374    8,374    19,416    8,374  

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


TOYS R US: Fitch Downgrades Senior Notes' Rating a Notch to BB
--------------------------------------------------------------
Fitch Ratings has lowered its rating of Toys 'R' Us' (TOY) senior
notes to 'BB' from 'BB+' reflecting continued weakness in its core
U.S. toy business, and the intense competitive pressure it is
facing from the discounters. Partially offsetting these factors is
solid performance from its Babies 'R' Us business and TOY's strong
liquidity position. Approximately $2.5 billion of debt is affected
by the downgrade. The Rating Outlook is Negative, reflecting weak
operating trends and uncertainty as to the outcome of a strategic
review of operations that is currently underway.
TOY is undergoing an evaluation of all of its assets and
operations with the goal of maximizing shareholder value while
also preserving capital market access. The outcome will likely
involve store closures, but may entail a more extensive
operational or financial restructuring. Fitch will comment on any
rating implications from the restructuring actions taken when they
are announced.

TOY has not been able to gain any sales traction in its U.S. toy
stores despite completing a major remodeling program in 2002 and
adding more exclusive merchandise to its mix. The U.S. toy
segment's comparable store sales were down 5.1% in the fourth
quarter, marking 2003 its third consecutive year of negative
comparable store sales. TOY's operating earnings declined to $150
million (2.3% margin) in 2003 from $280 million (4.2% margin) in
2002. Sales and earnings declines reflect competition from Wal-
Mart as well as a drop in video game sales and a lack of hot toys.

Babies 'R' Us has performed well, generating a 2.9% comparable
store sales increase in fourth-quarter 2003 (4Q'03), and expanding
its operating margin for the full-year to 11.7% from 10.9% in
2002. TOY's international toy business has been relatively steady,
generating flat comparable store sales in local currencies in the
fourth quarter.

TOY's credit protection measures weakened in 2003, with adjusted
debt/EBITDAR increasing to 5.0 times (x) in 2003 from 4.4x in
2002, while EBITDAR/interest plus rents declined to 2.5x from 2.7x
the prior year. Pro forma for the recent debt repayment described
below, leverage was 4.5x. Leverage is expected to decline in
August of 2005, when $400 million of equity security units convert
from debt to common equity.

TOY's liquidity is solid, as it had cash of $2 billion as of Jan.
31, 2004, of which $506 million was used to repay a maturing
Eurobond on Feb. 13, 2004. The remaining cash of $1.5 billion more
than covers TOY's seasonal borrowing needs of around $1 billion.
TOY should remain free cash flow positive in 2004, helped by the
closure and liquidation of the Kids 'R' Us stores.


TROPICAL SPORTSWEAR: Sells Fla. Admin. Building for $9.2MM Cash
---------------------------------------------------------------
Tropical Sportswear Int'l Corporation ("TSI") (Nasdaq:TSIC) sold
its currently unoccupied administration building in Tampa, Florida
for net cash proceeds of approximately $9.2 million. Approximately
$3.7 million was used to pay down borrowings under the Company's
real estate loan, and approximately $5.5 million was used to pay
down borrowings under the Company's revolving credit line.

The building was purchased by an entity owned by Gunn Allen
Holdings, Inc., a full service broker-dealer headquartered in
Tampa, Florida.

The Company's most current releases may be viewed on the Company's
Web site at http://www.tropicalsportswear.com/  

TSI is a designer, producer and marketer of high-quality branded
and retailer private branded apparel products that are sold to
major retailers in all levels and channels of distribution.
Primary product lines feature casual and dress-casual pants,
shorts, denim jeans, and woven and knit shirts. Major owned brands
include Savane(R), Farah(R), Flyers(TM), The Original Khaki
Co.(R), Bay to Bay(R), Two Pepper(R), Royal Palm(R), Banana
Joe(R), and Authentic Chino Casuals(R). Licensed brands include
Bill Blass(R) and Van Heusen(R). Retailer national private brands
that we produce include Puritan(R), George(TM), Member's Mark(R),
Sonoma(R), Croft & Barrow(R), St. John's Bay(R), Roundtree &
Yorke(R), Geoffrey Beene(R), Izod(R), and White Stag(R). TSI
distinguishes itself by providing major retailers with
comprehensive brand management programs and uses advanced
technology to provide retailers with customer, product and market
analyses, apparel design, and merchandising consulting and
inventory forecasting with a focus on return on investment.

                           *    *    *

On December 15, 2003, the Company paid its semi-annual interest
payment of $5.5 million, to the holders of its senior subordinated
notes. Subsequent to this payment, availability on the Company's
revolver fell below $20 million resulting in a violation of
certain financial covenants. On January 12, 2004, the Company
amended its revolver, reducing the amount of the Company's maximum
borrowing from $95 million to $70 million, and amending certain of
the financial covenants. The amended revolver also contains higher
rates of interest. While the Company believes that its operating
plans, if met, will be sufficient to assure compliance with the
terms of its amended revolver, there can be no assurances that the
Company will remain in compliance through fiscal 2004.


TYCO INT'L: Board Approves Stock Awards for CEO Edward Breen
------------------------------------------------------------  
The Board of Directors of Tyco International Ltd. (NYSE: TYC; BSX:
TYC) has approved stock option and restricted stock awards for the
company's Chairman and Chief Executive Officer, Edward D. Breen.

The awards consist of 200,000 restricted shares, which vest on the
third anniversary of the grant date, and 600,000 premium priced
stock options with strike prices ranging from $33 to $40, which
vest in equal annual installments over a three-year period
beginning immediately after the grant date.

The Compensation Committee of the Board also approved stock option
grants for Tyco's senior executives and other key employees.  
These shares represent less than 1 percent of the company's total
shares outstanding.

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.


TYCO INT'L: Sells Sonitrol Business Unit for $125.5 Million
-----------------------------------------------------------  
Tyco International Ltd. (NYSE: TYC; BSX: TYC) sold its Sonitrol
business unit for $125.5 million to an investment group made up of
Spire Capital Partners, L.P., Carlyle Venture Partners and
Wachovia Capital Partners.  Sonitrol, previously part of Tyco Fire
& Security, provides audio-detection security products through
direct and franchise networks in North America.  In fiscal year
2003, the unit had revenues of approximately $80 million.

The sale of Sonitrol is part of Tyco International's previously
announced divestiture and restructuring program, which calls for
exiting more than 50 businesses to help Tyco sharpen the focus on
core businesses, simplify operations and improve its cost
structure.

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 Hire Mayer as Special Counsel
----------------------------------------------------------------
United Airlines Inc. and its debtor-affiliates sought and obtained
Court authority to employ Mayer, Brown, Rowe & Maw as special
litigation counsel, nunc pro tunc to January 1, 2004, to
represent:

   (1) UAL Loyalty Services in claims litigation with OurHouse;

   (2) United BizJet Holdings in an adversary proceeding against
       Gulfstream Aerospace for $50,000,000;

   (3) United Air Lines in litigation with seven $100,000 claims
       filed by six co-plaintiffs in a class action lawsuit in
       the Circuit Court of Cook County, designated Kevin Conboy,
       et al. v. United Airlines, Inc., Case No. 00 CH 11742; and

   (4) UAL Corporation in its objection to a $6,000,000 claim
       arising from a putative class action filed in the Circuit
       Court of Cook County styled Richard Dorazio, et al. v. UAL
       Corporation, Case No. 01 L 10592.

In addition, Mayer Brown will provide legal services to the
Debtors as an ordinary course professional.  Since the Petition
Date, Mayer Brown has billed $2,537,580 in legal fees and
$153,592 in expenses.

Mayer Brown will waive and release all prepetition claims against
the Debtors for unpaid legal services, which total $843,000.  This
demonstrates that Mayer Brown does not hold an interest materially
adverse to the Debtors or their estates.

Mayer Brown will be compensated in accordance with its customary
hourly rates:

                  Attorneys          $210 - 705
                  Paralegals           75 - 210

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 SPECIALTIES: Cibo Vinum Gets Favorable Arbitration Decision
------------------------------------------------------------------
United Specialties, Inc. (OTC BB:UNSP), an importer, packer, and
distributor of specialty and gourmet foods, announced that a
decision was rendered by the Arbitrator in the actions commenced
by Cibo Vinum Import Sari and Nuovo Case Del Fungo E Del Tartufo
Srl. against Rosario's Epicurio Ltd, the wholly owned subsidiary
of the Company. The Arbitrator directed that the Company must:

-- Pay to Cibo Vinum Import Sari SFr. 466,750.90 which converts at
   the rate of .796902 Swiss Francs to the U.S. dollar in the
   amount of $371,963.12 together with interest at the rate of 9%
   from June 19, 2002.

-- Pay to Nuovo Case Del Fungo E Del Tartufo Srl. EUR 867,001.67
   which converts at the rate of 1.2316 to the U.S. dollar in the
   amount of $1,067,799.25 together with an interest rate of 9%
   from March 15, 2004.

-- In addition, the Company must pay $7,500.00 in arbitration fees  
   and disbursements of $345.83.

The Company concurrently announced that the agreement to create a
wholly-owned subsidiary consisting of two divisions of a
privately-held California based gourmet food merchandiser into
United Specialties, Inc. have been suspended due to the magnitude
of the arbitration awards. The California based gourmet food
merchandiser is conducting extensive due diligence concerning the
ramifications of the amount of the award and the other debts of
the Company.

The Company has further provided that HSBC has asserted that the
Company's credit facility is in default and it will not provide
any further financing to the Company. As a result, the Company
through its President, Rosario Safina, has entered into a sales
agency agreement with Don Geovanny, Inc. Pursuant to the sales
agency agreement, Rosario Safina will continue to sell the
Company's products and the Company will receive a percentage of
the gross profits. Mr. Safina will receive a salary from the
Company.

The Company provided no other comment at this time.


VICORP RESTAURANTS: S&P Rates $150-Mil. Rule 144A Sr. Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
family dining restaurant operator VICORP Restaurant Inc.'s
proposed $150 million senior unsecured note offering due 2011. The
notes will be issued under Rule 144A with registration rights. The
proceeds will be used to repay $131 million of existing debt and
for a $25 million dividend to equity holders. Standard & Poor's
also assigned its 'B+' corporate credit rating to the company. The
outlook is stable. The notes are rated one notch below the
corporate credit rating because of the significant priority debt
ahead of the notes.

"The ratings reflect VICORP's participation in the highly
competitive restaurant industry, its small size, weak cash flow
protection measures, and a highly leveraged capital structure,"
said Standard & Poor's credit analyst Robert Lichtenstein. "These
risks are somewhat offset by the company's established brand in
the markets in which it operates and its history of relatively
stable operating performance."

Denver, Colo.-based VICORP operates 269 company-owned restaurants
and 104 franchised restaurants under two family dining restaurant
concepts, Village Inn and Bakers Square. The company commands a
small market position in the family-dining sector of the
restaurant industry. The family-dining sector has underperformed
the overall restaurant industry and has weaker growth prospects
because of competition from restaurants in the casual, fast-
casual, and quick-service sectors. In addition, management plans
to grow the company's store base, increasing its business
risk, after several years of maintaining a stable unit count.


WEIRTON: Gets Clearance to Assign Contracts to Successful Bidder
----------------------------------------------------------------
In connection with the proposed sale of all of Weirton Steel
Corporation's assets, the Debtors sought and obtained Court
authority to assume, assign and sell the Assigned Contracts to the
Successful Bidder.  The Assigned Contracts are listed in the
Schedules of the Sale Agreement and classified as:

   -- Acquired Contracts,
   -- Information Technology, and
   -- Permits.

There are no Cure Costs due in connection with the Permits or
Information Technology, except to the extent that any of the
Permits or Information Technology is included in the list under
Acquired Contracts.  In assuming the Assigned Contracts, the
Successful Bidder will cure defaults, if any, as required by
Section 365(b) of the Bankruptcy Code, and will establish adequate
assurance of future performance.  

The Successful Bidder will be required to pay any Cure Cost five
business days after the later of:

   -- the Closing Date of the Sale with respect to the
      assumption, assignment and sale of an Assigned Contract,
      including a Cure Cost, that is undisputed as of the Closing
      Date and for which the Contract Objection Deadline has
      expired as of the Closing Date; or

   -- the date on which the Cure Cost is resolved by final non-
      appealable order of the Bankruptcy Court, by expiration of
      the application Contract Objection Deadline without
      objection, by consent of the Successful Bidder and the non-
      Debtor party to the applicable Assigned Contract, or as
      otherwise mutually agreed by the Successful Bidder and non-
      Debtor party to the assigned Contract.

In addition, the Successful Bidder may remove or add contracts to
the list of Acquired Contracts.  The Successful Bidder will
provide one or more written notices to the Debtors at or prior to
the Closing identifying the Removed Contracts and the Additional
Acquired Contracts.

To assist in the assumption, assignment and sale of the Assigned
Contracts, the Debtors got the Court to provide that anti-
assignment provisions contained within any Assigned Contract will
not restrict, limit or prohibit the assumption, assignment, and
sale of the Assigned Contracts and are deemed to be unenforceable
anti-assignment provisions within the meaning of Section 365(f)
of the Bankruptcy Code.

The Debtors will utilize these Contract Objection Procedures:

   (a) All Contract Objections must include in the title of the
       pleading the name of the non-Debtor party to the
       applicable contract;

   (b) All Contract Objections must set forth the specific
       grounds for the objection, and include the details of any
       and all alleged defaults of the Debtors under the Assigned
       Contracts;

   (c) All Contract Objections must be filed with the Court and
       served on the Objection Notice Parties in each instance so
       as to be received on or before April 2, 2004; and

   (d) With respect to the Initial Assigned Contracts that are
       the subject of a Contract Objection, the Bankruptcy Court
       will conduct a hearing on April 8, 2004 at 1:30 p.m.
      (Weirton Bankruptcy News, Issue No. 22; Bankruptcy
      Creditors' Service, Inc., 215/945-7000)  


WICKES: Receives Final Court Approval of $115 Mil. DIP Financing
----------------------------------------------------------------
Wickes Inc. (OTCBB:WIKSQ), a leading distributor of building
materials and manufacturer of value-added building components,
received final Bankruptcy Court approval of a $115 million debtor-
in-possession (DIP) credit facility that is being provided by a
group of banks and others led by Merrill Lynch Capital.

On January 20, 2004, Wickes filed a voluntary petition for
reorganization under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. N.D. Ill. Case No. 04-02221). On January 21, 2004, the
Court granted interim approval of a $100 million DIP credit
facility. Since the interim approval of that DIP credit facility,
Wickes has continued discussions with its lender group regarding
its post-petition financing. As a result of these discussions, the
total amount of the final DIP credit facility increased by $15
million. The final $115 million DIP facility that was approved by
the Court consists of a $77,625,000 revolving loan commitment and
two term loans in the aggregate amount of $37,375,000. This
facility will provide the Company with liquidity to maintain its
operations, pay employees and purchase goods and services.

"We are very pleased to have arranged financing that is sufficient
to enable us to rapidly build our spring inventory, allow the
company to proceed with our restructuring and ultimately to exit
Chapter 11," said Jim O'Grady, President and Chief Executive
Officer. "We are grateful for the support of our lenders and the
confidence they have displayed in Wickes by meeting our funding
needs. The Court's approval of our DIP credit facility will enable
us to continue to operate without interruption, meet our ongoing
business obligations and properly stock our stores as we enter the
spring building season."

More information about Wickes' reorganization is available at
http://www.bmccorp.net/

The case has been assigned to the Honorable Judge Bruce W. Black.
Information on the case can also be obtained on the Bankruptcy
Court's website with Pacer registration:
http://www.ilnb.uscourts.gov/  

WICKES Inc. is a leading distributor of building materials and
manufacturer of value-added building components in the United
States, serving primarily building and remodeling professionals.
The Company distributes materials nationally and internationally,
operating building centers in the Midwest, Northeast and South.
The Company's building component manufacturing facilities produce
value-added products such as roof trusses, floor systems, framed
wall panels, pre-hung door units and window assemblies. Wickes
Inc.'s web site -- http://www.wickes.com/-- offers a full range  
of valuable services about the building materials and construction
industry.


WORLDCOM: Signs Stipulation Allowing Wilmington Trust's $24B Claim
----------------------------------------------------------------
Wilmington Trust Company is the successor trustee to:

   (a) Mellon Bank, N.A., with respect to several series of
       unsecured notes issued pursuant to a certain indenture
       dated March 1, 1997 between Worldcom Inc., as issuer, and
       Mellon Bank, as Indenture Trustee; and

   (b) Chase Manhattan Trust Company, N.A., with respect to
       several series of unsecured notes issued pursuant to a
       certain indenture dated May 15, 2000 between WorldCom, as
       issuer, and Chase Manhattan, as Indenture Trustee.

Before the Claims Bar Date, Wilmington Trust filed Claim No.
10710, identifying the Wilmington-Mellon Bonds as:

Bonds                 Maturity         Amount      CUSIP No.
-----                 --------         ------      --------
7.550% Senior Notes   04/01/2004    $600,000,000   98155KAA0
7.750% Senior Notes   04/01/2007   1,100,000,000   98155KAB8
7.750% Senior Notes   04/01/2027     300,000,000   98155KAC6
6.250% Notes          08/15/2003     600,000,000   98155KAG7
6.400% Notes          08/15/2005   2,250,000,000   98155KAH5
6.950% Notes          08/15/2028   1,750,000,000   98155KAJ1

Wilmington Trust also filed Claim No. 10711 identifying the
Wilmington-Chase Bonds as:

Bonds                 Maturity         Amount      CUSIP No.
-----                 --------         ------      --------
7.375% Remarketable
Securities            01/15/2003  $1,000,000,000   98157DAF3

6.500% Notes          05/15/2004   1,500,000,000   98157DAH9

7.500% Notes          05/15/2011   4,000,000,000   98157DAJ5

8.250% Notes          05/15/2031   4,600,000,000   98157DAK2

6.750% Eurodollar
Notes                 05/05/2008   1,235,625,000   98157DAL0

7.250% Pound
Sterling Notes        05/15/2008     788,550,000   98157DAM8

7.875% Notes          05/15/2003   1,000,000,000   98157DAB2

8.00% Notes           05/15/2006   1,250,000,000   98157DAC0

8.25% Notes           05/15/2010   1,250,000,000   98157DAD8

7.375% Notes          01/15/2006   1,000,000,000   98157DAG1
                                                    U7231YAB4

Wilmington Trust filed Claim Nos. 10710 and Claim No. 10711 in
its capacity as the duly appointed, qualified and acting trustee
with respect to the Wilmington-Mellon Bonds and the Wilmington-
Chase Bonds, and on behalf of the holders of those bonds.

For good and valuable consideration, the Debtors and Wilmington
Trust agree that:

A. Each of the claims for principal and interest due and owing as
   of the Petition Date in respect of the WorldCom Bonds are
   allowed in these amounts:

   (a) Claim No. 10710 for $6,778,348,611; and

   (b) Claim No. 10711 for $17,949,752,149;

B. Nothing will be deemed to affect in any way any other claims
   asserted or to be asserted by Wilmington Trust.  The Debtors
   reserve their rights to object to any Remaining Claims on any
   grounds at a later date; and

C. The beneficiaries of the Wilmington Principal and Interest
   Claims will receive distributions pursuant to the terms of the
   confirmed Plan or further Court order.

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)  
      

* McGraw-Hill Companies Appoint Kathleen Corbet as S&P President
----------------------------------------------------------------
The McGraw-Hill Companies (NYSE: MHP) announced the appointment of
Kathleen A. Corbet as President of Standard & Poor's, its
financial services division, effective April 19, 2004. She is
currently Chief Executive Officer of the Fixed Income Division at
Alliance Capital Management and a member of the firm's Executive
Committee. Ms. Corbet replaces Leo C. O'Neill, who will retire
from the Corporation April 30 following 36 years of outstanding
service.

"Kathleen brings substantial experience in the worldwide capital
markets and in the global operations of a major financial services
company," said Harold McGraw III, Chairman, President and CEO of
The McGraw-Hill Companies. "Her proven leadership skills, market
knowledge and operational experience, combined with the strong
management team at S&P, will enable us to continue to meet our
growth agenda and to make a positive impact on our customers and
our markets."

For more than 20 years, Ms. Corbet has held management positions
of growing influence and responsibility at Alliance Capital
Management and its parent company, AXA Financial, formerly The
Equitable Life Assurance Society. During her tenure as head of
Alliance Capital's Fixed Income Division, its assets under
management grew to more than $165 billion globally, and it
increased market share, revenue and profitability.

She also has been actively involved in Alliance Capital's
strategic planning, global growth and acquisition integrations.
Ms. Corbet recently served as Chairman of Alliance Capital
Australia and New Zealand. From 1998 to 2000, she was Chief
Executive Officer of Alliance Capital Ltd., the firm's European
fixed income and equity research and management division, based in
London. Additionally, Ms. Corbet has considerable technology
experience in the operations of a major financial services firm.
From 1997 to 1999 she was Chief of Investment Operations and
Global Trading, where she developed important technology
enhancements to Alliance Capital's trading and back office
operations.

"I am honored by the opportunity to lead Standard & Poor's, which
has a distinguished history of providing independent and highly
valued analysis and insight to the world's financial markets,"
said Ms. Corbet. "As the capital markets become increasingly
integrated and complex, the opportunities for S&P will continue to
expand. I am especially excited about the opportunity to work with
an extremely talented team at Standard & Poor's, which provides
vital services for the financial markets and its participants,"
she added.

Ms. Corbet, 44, graduated from Boston College with a B.S. in
Marketing and Computer Science and received her M.B.A. in Finance
from New York University's Stern School of Business. She is a
member of the Council on Foreign Relations and serves on the Board
of Trustees of Boston College.

Mr. McGraw said: "I especially want to thank and recognize Leo
O'Neill for his leadership and considerable contribution to
Standard & Poor's growth and performance. He embraced and advanced
the principles of independence, integrity and excellence -- all
core values of Standard & Poor's and The McGraw Hill Companies."

A division of The McGraw-Hill Companies, Standard & Poor's is the
world's foremost provider of independent credit ratings, indices,
risk evaluation, investment research, data and valuations. With
5,000 employees located in 20 countries, Standard & Poor's is an
essential part of the world's financial infrastructure and has
played a leading role for more than 140 years in providing
investors with the independent benchmarks they need for their
investment and financial decisions.

                About The McGraw-Hill Companies

Founded in 1888, The McGraw-Hill Companies is a leading global
information services provider meeting worldwide needs in the
financial services, education and business information markets
through leading brands such as Standard & Poor's, BusinessWeek and
McGraw-Hill Education. The Corporation has more than 322 offices
in 33 countries. Sales in 2003 were $4.8 billion. Additional
information is available at http://www.mcgraw-hill.com/
      

* Chadbourne & Parke LLP Refocuses Private Equity Group
-------------------------------------------------------
The international law firm of Chadbourne & Parke LLP has refocused
its Private Equity Group. The move comes in order to better
capitalize on the Firm's capabilities in this area by bringing
together private equity experts in the New York, Washington, D.C.,
Houston, London, Moscow and Warsaw offices under a single
organizational umbrella. As part of the formal organization, the
Private Equity Group has launched a new Web site,
http://www.chadbourne.com/privateequity/

"Given the improving economic conditions in the United States and
elsewhere -- particularly the renewed interest in M&A, private
equity and venture capital, and the billions of dollars in private
equity capital awaiting investment -- this is the perfect time for
Chadbourne to refocus our efforts," said partner Talbert I. Navia,
chair of the Private Equity Group. "We have organized the Private
Equity Group along industry and geographic lines, customizing our
practice in order to better meet our clients' needs," added Mr.
Navia, who was also a founding partner of MapleWood Partners, a
private equity firm focusing on investments in the United States
and Latin America.

Chadbourne attorneys have special expertise in franchise private
equity investments. Most recently, the Firm represented Core Value
Partners in the acquisition of 166 Burger King restaurants out of
bankruptcy in the Chicago and North Carolina markets.

The Private Equity Group's experience also covers private equity,
venture capital, hedge funds and mezzanine funds, including the
structuring and formation of investment funds both in the United
States and abroad. The investments of such funds cover a diverse
array of securities, industries and geographic areas, including
debt and equity in leveraged buy-outs and debt and equity of
distressed assets, such as power projects and securities of U.S.,
European, Asian and Latin American companies.

"When counseling our clients, Chadbourne attorneys bring the
benefit of their unique firsthand private equity experience to the
table -- from launching first-time funds to holding senior
positions at private equity and hedge funds," said Charles K.
O'Neill, the Firm's Managing Partner. "While we have been active
in this area for some time, we are now better able to leverage the
Firm's expertise and resources on behalf of our clients, as well
as offer them a variety of value-added services."

The Private Equity Group's value-added services include providing
assistance in clients' capital raising activities through
introductions to potential investors; assistance in accessing
placement agents to raise capital; turn-key solutions for deal-
flow management and legal document management; access to senior
and mezzanine lenders; and pro-active deal flow, utilizing
Chadbourne's deal bank generated by Chadbourne's contacts on a
global basis.

Attorneys in the Private Equity Group help clients in all aspects
of fund development, from fund formation to making investments and
implementing exit strategies. The Private Equity Group will also
provide special industry and geographic expertise in a wide range
of areas -- including energy and infrastructure, technology and
telecommunications, Russia and the Commonwealth of Independent
States, Central Europe and Latin America -- by drawing on the
experience of the Firm's leading practices in these areas.

Along with the Core Value Partners acquisitions, representative
private equity transactions include representing Whitney & Co.,
LLC in the acquisition of Herbalife International, Inc; York
Street Mezzanine Partners, L.P. in its organization and in
connection with its mezzanine financing for the acquisition of the
Murine and Clear Eyes brands of eye and ear care products;
Southern Cross Group in the acquisition of debt owed by Compania
General de Combustibles S.A. in Argentina; and Rockland Capital
Energy Investments LLC in its purchase of a 50 percent stake in
Prime Energy LP.

The Private Equity Group will operate as a cohesive unit across
the Firm's international network of offices. Key members of the
group, besides Mr. Navia, are Morton E. Grosz, Thomas C. Meriam,
Peter Ingerman and Bruce J. Rader in New York; Merrill Kramer and
Hwan Kim in Washington, D.C.; Todd Alexander in Houston; William
Greason and Claude S. Serfilippi in London; Laura M. Brank in
Moscow; and Gabriel Wujek and David F. Dixon in Warsaw.

               About Chadbourne & Parke LLP

Chadbourne & Parke LLP, an international law firm headquartered in
New York City, provides a full range of legal services, including
mergers and acquisitions, securities, project finance, corporate
finance, energy, telecommunications, commercial and products
liability litigation, securities litigation and regulatory
enforcement, white collar defense, intellectual property,
antitrust, domestic and international tax, reinsurance and
insurance, environmental, real estate, bankruptcy and financial
restructuring, employment law and ERISA, trusts and estates and
government contract matters. The Firm has offices in New York,
Washington, D.C., Los Angeles, Houston, Moscow, Kyiv, Warsaw
(through a Polish partnership), Beijing and a multinational
partnership, Chadbourne & Parke, in London. For additional
information, visit chadbourne.com.


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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

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