TCR_Public/040401.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, April 1, 2004, Vol. 8, No. 65

                           Headlines

AAIPHARMA: Form 10-K Filing Delay Triggers Senior Debt Default
AAMES FINANCIAL: Fitch Raises Subordinated Debt Rating to CCC
ABITIBI-CONSOLIDATED: Pleads Guilty to Environmental Charges
ACCESS WORLDWIDE: December 2003 Shareholder Deficit Tops $3.7 Mil.
AIR CANADA: Restructuring Royal Bank of Canada Aircraft Lease

ALDEAVISION INC: 2003 Annual Revenues Up by 14% at 3.5 Million
AMERICAN RESTAURANT: Same-Store Sales Decline 6.2% in FY 2003
AMPEX CORP: Shareholder Deficit Tops $136 Million at December 2003
ANALYTICAL SURVEYS: Names Wayne Fuquay as Chief Executive Officer
ANC RENTAL: Worchells & Ullman Demand Payment of Admin. Claims

AQUILA INC: Assigns 50% Interest in MEP Pleasant to Calpine Corp.
ARMSTRONG: Wants Plan-Filing Exclusivity Extended to October 4
ARTIFICIAL LIFE: Auditors Express Going Concern Doubt
BEACON POWER: Needs More Funds to Continue as a Going Concern
BOYD GAMING: Fitch Assigns B Rating to $300M Senior Sub. Notes

BUSH INDUSTRIES: Filing Pre-Negotiated Chapter 11 Case in W.D.N.Y.
BUSH INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
CACI INT'L: S&P Assigns BB Corp. Credit & Sr. Sec. Debt Ratings
CAESARS ENTERTAINMENT: S&P Assigns BB to $300M Floating Rate Notes
CARMIKE CINEMAS: Completes New Round of Financings

CASTLE DENTAL: Reports Positive Results for Q4 and Full Year 2003
CHESAPEAKE ENERGY: Fitch Revises Low-B Ratings' Outlook to Stable
COMVERSE TECH: Improved Profits Spur S&P's Stable Ratings Outlook
CONCERT IND.: Canadian Court Stretches CCAA Stay to April 30
CONTINUCARE CORP: Renews $3 Million Revolving Credit Facility

COVANTA ENERGY: Court Clears Tampa Bay Water Settlement
DAN RIVER: Files Voluntary Chapter 11 Petition in N.D. Georgia
DAN RIVER INC: Case Summary & 30 Largest Unsecured Creditors
DPL: Lenders Agree to Waive Loan Default from 10-K Filing Delay
ELCOM INTL: May File for Bankruptcy if Unable to Secure Financing

EL POLLO LOCO: Inks Deal Rewarding Customers for Feedback
EMAGIN CORP: Prepares Prospectus for Resale of 7.6 Million Shares
ENRON CORP: ENA Asks Court to Okay MEGS Sale Bidding Protocol
FETLA'S TRADING: Case Summary & 20 Largest Unsecured Creditors
FLOWSERVE CORPORATION: 2003 Form 10-K Still Not Yet Ready

FOAMEX INT'L: Inks Pact Releasing Marshakk Cogan from Post
FREEPORT-MCMORAN: Completes $1B Conv. Preferred Stock Offering
FTP HOLDINGS CO: Case Summary & Largest Unsecured Creditor
GEORGIA-PACIFIC: Selling Interest in Aracruz Celulose for $75MM
GENTEK INC: Reorganized Company Publishes Q4 and Full-Year Results

GEXA ENERGY: Will Not Make Form 10-K Filing On Time
GILMAN & CIOCIA: Covenant Defaults Prompt Going Concern Doubts
HOLMES GROUP: Plans to Refinance Long Term Debt in Second Quarter
INTERSTATE GENERAL: Expects More Losses in 2004
IT GROUP: Unsecured Panel Turns to Marotta for Litigation Advice

IVACO: United Steelworkers Fed Up with Company's "High-Handedness"
KAISER ALUMINUM: Full Year 2003 Net Loss Widens to $788.3 Million
KEY ENERGY SERVICES: S&P Places Lowered Ratings on Watch Negative
LYONDELL: On S&P's Watch Neg. over Millennium Chem Buy-Out News
MAGELLAN HEALTH: Releases 2003 Results & Relocates to Connecticut

METALDYNE: S&P Affirms Low-B Ratings & Revises Outlook to Negative
MIRANT CORP: Expands Paul Hastings' Role as Special Counsel
MJ RESEARCH INC: Case Summary & 20 Largest Unsecured Creditors
M-WAVE INC: Unable to Beat Annual Report Filing Deadline
NATIONAL CENTURY: Wants to Court to Nix Granada Hills Claims

NATIONAL STEEL: U.S. Steel Asks Court to Enforce Asset Sale Order
NET PERCEPTIONS: Obsidian Stretches Exchange Offer to April 14
NORSKE SKOG: Elects to Redeem Outstanding 10% Sr. Notes Due 2009
NORTEL NETWORKS: Declares Class A Preferred Stock Dividends
NY SPORTS RESTAURANT: Case Summary & Largest Unsecured Creditors

OMEGA: Explorer Holdings is Selling 18 Million Common Shares
OOC APPAREL INC: Case Summary & 18 Largest Unsecured Creditors
PACIFIC GAS: Annual Shareholders' Meeting Set for April 21, 2004
PARMALAT: Commissioner Bondi May Abort Plans to Appoint Committee
PARMALAT GROUP: Gets Nod to Honor $1+ Million Milk Shipper Claims

PAXSON COMMS: Achieves Positive Free Cash Flow at 4th Quarter 2003
PG&E NAT'L: Court Gives Go-Signal to Reject Moss Bluff Contract
POTLATCH: CEO Intends to Buy 66,000 Shares Pursuant to Stock Plan
QUINTEK TECH: Expands Business Development Team
QWEST COMM: Proposes Interim Wholesale Products & Pricing Rules

RADIO UNICA: GE Unit Arranges Financing for Asset Acquisition
RCN CORPORATION: Full Year 2003 Net Loss Narrows to $499 Million
REDHOOK: Contract Termination & Default Raise Going Concern Doubt
REVLON INC: Amends Mafco & Fidelity Management Support Agreements
SKYTERRA COMMS: Dec. 2003 Balance Sheet Upside Down by $616,000

SMURFIT-STONE: Fitch Initiates Coverage & Assigns Low-B Ratings
SOLUTIA INC: Court Gives Retirees Go-Signal to Form Committee
SOCAL EDISON: Calpine Wants FERC to Review Mountainview Decision
SPECIAL DEVICES: S&P Raises Corporate Credit Rating to CCC
SPECTRX: Balance Sheet Insolvency Reaches $1.6M at December 2003

SPIEGEL GROUP: Enters Into New Nat'l. Union Fire Insurance Pact
UNITED DEFENSE: Stockholders to Sell 7 Million Shares
VISTA GOLD: Auditors Issue Going Concern Qualification at 2003
WAVE SYSTEMS: Losses and Deficit Trigger Going Concern Doubt
WEIRTON STEEL: Court Clears Asset Sale Bidding Protocol

WESTPOINT STEVENS: Wants Until July 29 to File a Chapter 11 Plan
WEYERHAEUSER: Will Release First Quarter Earnings on April 23
WMG ACQUISITION: S&P Affirms B- Bank Loan Rating to $465M Sr. Debt
WORKFLOW MANAGEMENT: Lenders Agree to Modify Credit Agreement
WORKFLOW MANAGEMENT: WF Merger Cash Increased to $5.375 Per Share

WORLDCOM: Fourteen-State Consortium Pushes to Disqualify KPMG
WORLDSPAN: Reports Fourth Quarter & Full Year 2003 Fin'l Results
WRC MEDIA: S&P Assigns B Rating to Subsidiaries' $30MM Bank Debt
ZOLTEK COMPANIES: Closes Additional $5 Million Financing

* John Pitkin Joins Law Firm Marshack Shulman Hodges & Bastian

                           *********

AAIPHARMA: Form 10-K Filing Delay Triggers Senior Debt Default
--------------------------------------------------------------
aaiPharma Inc. (NASDAQ: AAII) said it will not file its 2003 Form
10-K within the 15-day extension period provided under its
previously filed Form 12b-25.

As announced on March 1, 2004, an independent committee consisting
of all non-employee members of the Company's Board of Directors
initiated an inquiry into unusual pharmaceutical product sales
activities in the second half of 2003. The independent committee
is being assisted by King & Spalding LLP and Deloitte & Touche USA
LLP and significant time and resources are being devoted to
completing the inquiry. Although the inquiry is progressing
expeditiously, no timetable has been set for the completion of the
review, the completion of the audit of the Company's 2003
financial statements, or the filing of the Form 10-K.

In the course of its recent internal reviews, the Company has
become aware of certain matters that will require a material
adjustment to the 2003 financial information contained in the
Company's February 5, 2004 press release and the financial
statements included in its quarterly report on Form 10-Q for the
period ended September 30, 2003. Material adjustments may also be
required to the financial statements included in the Company's
other Form 10-Q reports filed in 2003.

Failure to file the Form 10-K on a timely basis results in a
default under the Company's senior secured credit facility. The
Company has been informed by lenders under the $100 million
revolving credit portion of that facility that the Company is not
permitted to make any borrowings under the revolving credit
facility. In addition, failure to timely file the Form 10-K may
result in a default under the indenture governing the Company's
$175 million senior subordinated notes due 2010 if the filing does
not occur within 60 days after notice. An aggregate interest
payment of $9.6 million is due on the senior subordinated notes on
April 1, 2004. Under the terms of the senior secured credit
facility, the lenders under that facility have the right to block
the Company from making that interest payment. The Company would
be in default under the indenture if the interest payment is not
made within 30 days after April 1. The Company is working to
develop a plan with its lenders that would allow the interest
payment to be made by April 30.

As previously announced, the Company appointed Gregory F. Rayburn
to the position of interim Chief Operating Officer. Mr. Rayburn is
a Senior Managing Director with FTI Consulting and a nationally
recognized expert in restructuring matters. Mr. Rayburn is
focusing on negotiating with existing creditors, evaluating
banking proposals, and overseeing the development of operating and
financial projections for the Company. Although the Company is
working with lenders to establish a short-term credit facility,
which is subject to approval by lenders under the senior secured
credit facility and may require the approval of holders of a
majority of the Company's senior subordinated notes, it is not
certain that it will be able to secure such a credit facility or
other sources of liquidity that, together with operating cash
flow, would be sufficient to fund operations and other cash needs.

The Company also announced that it has received notification from
the Nasdaq Stock Market that, due to the delay in filing its Form
10-K, it is not in compliance with Nasdaq Marketplace Rule
4310(c)(14), and that its common stock would be subject to
delisting at the opening of business on April 8, 2004, unless the
Company requests a hearing pursuant to Nasdaq rules. The Company
intends to request such a hearing. On the opening of business on
April 1, 2004, Nasdaq will append a fifth character "E" to the
trading symbol for the Company's common stock, changing the symbol
from AAII to AAIIE, to denote the Company's filing delinquency.

The Company has been advised by the Office of the United States
Attorney for the Western District of North Carolina that the
Company may receive a subpoena from the Securities and Exchange
Commission and/or a grand jury subpoena from the U.S. Attorney's
Office generally relating to the sales activity discussed in the
March 1, 2004 press release issued by the Company's Board of
Directors. The Company has not yet received these subpoenas and
intends to cooperate with the investigations.

                     About aaiPharma

aaiPharma Inc. is a science-based pharmaceutical company focused
on pain management, with corporate headquarters in Wilmington,
North Carolina. With more than 24 years of drug development
expertise, the Company is focused on developing, acquiring, and
marketing branded medicines in its targeted therapeutic areas.
aaiPharma's development efforts are focused on developing improved
medicines from established molecules through its significant
research and development capabilities. For more information on the
Company, visit aaiPharma's website at http://www.aaipharma.com/


AAMES FINANCIAL: Fitch Raises Subordinated Debt Rating to CCC
-------------------------------------------------------------
Fitch Ratings-New York-March 30, 2004: Fitch Ratings has upgraded
Aames Financial Corp's. subordinated debt due 2006 to 'CCC' from
'CC'. Concurrent with this action, Fitch has withdrawn the
company's senior debt rating of 'CCC' as the company has repaid
its senior debt. The Rating Outlook is Stable.

Fitch's rating action reflects the company's improved operating
performance and liquidity, brought on by more disciplined loan
origination and the robust mortgage environment. Since
implementing new standards in 2000, the company has achieved
better realization on its whole loan sales. Coupled with the
robust mortgage environment, Aames has been able to generate solid
earnings, relative to historical levels over the last year. While
the company's liquidity profile has improved, it remains highly
reliant on short-term warehouse facilities, and this is reflective
of the current rating.

Aames has announced plans to convert to a real-estate investment
trust (REIT) and has filed necessary forms with the U.S.
Securities and Exchange Commission. Pending SEC and shareholder
approvals, Aames will convert to a REIT likely before its fiscal
year ending June 30, 2004. Under a REIT structure, Aames will be
required to pay-out 90% of earnings as dividends in order to
maintain its REIT status.

Aames Financial Corp., based in Los Angeles, California, is a
provider of mortgage financing to subprime borrowers. At
Dec. 31, Aames reported total equity of $91 million and serviced
$2.3 billion of mortgage loans.


ABITIBI-CONSOLIDATED: Pleads Guilty to Environmental Charges
------------------------------------------------------------
Abitibi-Consolidated Inc., the operator of a paper mill in Grand
Falls Windsor, (Newfoundland and Labrador) has pleaded guilty to
Government of Canada environmental charges.

A provincial court judge has ordered the Company to pay a fine of
$10,000 and to contribute $100,000 to the Government of Canada's
Environmental Damages Fund.

As well, the Judge ordered the Company to arrange and pay for all
work needed to ensure that the paper mill meets the requirements
of the Fisheries Act. It is estimated that required upgrades could
cost as much as $7 million. A compliance order details the work
that must be done, lays out a strict timetable for the work, and
calls for penalties if deadlines are not met. All the mill
upgrades are to be complete by the end of November 2004.

The judge's decision is the result of a joint prosecution-defence
submission. The Company had originally faced six charges; three
were dropped. Two of the remaining charges relate to violations
under general prohibitions of the Fisheries Act. The other charge
resulted from breaches of the Pulp and Paper Effluent Regulations
under the Fisheries Act. The Regulations outline effluent
standards for pulp and paper mills.

The money awarded to the Environmental Damages Fund because of
this successful prosecution will be used to fund environmental
projects related to the Exploits River. Local community or
environmental groups will have the opportunity to make project
proposals for the funds. The Environmental Damages Fund ensures
polluters take responsibility for their actions, and gives courts
a way to guarantee that money from pollution fines and settlements
is directly invested to repair the actual harm done by the
pollution.

The charges are the result of an investigation by Environment
Canada's Office of Enforcement. Environment Canada's Enforcement
staff investigates potential pollution offences under the Canadian
Environmental Protection Act, 1999 (CEPA 1999) and the federal
Fisheries Act. They help ensure that companies, government
employees, and the general public comply with legislation and
regulations that protect Atlantic Canada's environment.

                         *   *   *

Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on newsprint producer Abitibi-Consolidated Inc. to
'BB' from 'BB+'. At the same time, all ratings outstanding,
including those on subsidiary Abitibi-Consolidated Co. of Canada,
were lowered to 'BB' from 'BB+'. The outlook is negative.

The downgrade stems from the significant deterioration in
profitability and cash flow protection, due to a strong Canadian
dollar and protracted weakness in North American newsprint demand,
and the increased likelihood that the company will not be able to
achieve financial performance through the cycle that is
commensurate with the former ratings.


ACCESS WORLDWIDE: December 2003 Shareholder Deficit Tops $3.7 Mil.
------------------------------------------------------------------
Access Worldwide Communications, Inc. (OTC Bulletin Board: AWWC),
a leading marketing services company, reported financial results
for the three and twelve months ended December 31, 2003.

         For the Three Months Ended December 31, 2003

Our revenues increased by $1.2 million, or 9.3%, to $14.1 million
for the quarter ended December 31, 2003, compared to $12.9 million
for the quarter ended December 31, 2002. The increase was
primarily due to an overall increase in our pharmaceutical
marketing and teleservices programs and was partially offset by a
reduction in the number of medical education programs awarded and
performed. Revenues for the Pharmaceutical Services Segment, which
includes our medical education and pharmaceutical marketing
businesses, decreased $0.7 million, or 9.7%, to $6.5 million for
the quarter ended December 31, 2003, compared to $7.2 million for
the quarter ended December 31, 2002. Revenues for the Business
Services Segment, which includes our multilingual communications
business, increased $1.9 million, or 33%, to $7.6 million for the
quarter ended December 31, 2003, compared to $5.7 million for the
quarter ended December 31, 2002.

We reported a net loss and diluted loss per share from continuing
operations of $(0.8) million and $(0.08), respectively, for the
quarter ended December 31, 2003, compared to income from
continuing operations and diluted earnings per share from
continuing operations of $0.2 million and $0.02, respectively, for
the fourth quarter of 2002. The loss is the result of an increase
in interest expense and a decline in medical education revenues.
Total weighted average diluted shares outstanding for the quarters
ended December 31, 2003 and December 31, 2002 were 9,740,501 and
9,767,640, respectively.

         For the Twelve Months Ended December 31, 2003

Our revenues increased by $2.7 million, or 5.6%, to $51.1 million
for the twelve months ended December 31, 2003, compared to $48.4
million for the same time period in 2002. The improvement is
primarily the result of an increase in new and existing
teleservices programs for our largest client which was partially
offset by a decrease in the number of medical education meetings
held for two other clients. Revenues for the Pharmaceutical
Services Segment decreased $4.1 million, or 15.2%, to $22.8
million for 2003, compared to $26.9 million for 2002. Revenues for
the Business Services Segment increased $6.7 million, or 31.0%, to
$28.3 million for 2003, compared to $21.6 million for 2002.

We reported a net loss and diluted loss per share from continuing
operations of $(11.6) million and $(1.20), respectively, for the
twelve months ended December 31, 2003, compared to a net loss from
continuing operations and diluted loss per share from continuing
operations of $(0.3) million and $(0.03), respectively, for the
twelve months ended December 31, 2002. The loss for 2003 is
primarily the result of an intangible assets charge of $9.0
million relating to our medical education business and a bad debt
expense of $0.6 million relating to a pharmaceutical client. Total
weighted average diluted shares outstanding for the twelve months
ended December 31, 2003 and December 31, 2002 were 9,740,418 and
9,740,001, respectively.

At December 31, 2003, Access Worldwide Communications, Inc.'s
balance sheet shows a total stockholders' equity deficit of
$3,749,674.

"Two of our three businesses had favorable financial performance
in 2003," remarked Shawkat Raslan, Chairman and Chief Executive
Officer of Access Worldwide. "Our challenge is to provide the
resources to support their continued growth, in particular at our
Business Services Segment that is running at or near 100%
capacity. We are currently working to open a new communication
center in Maine that will employ up to 250 people at full capacity
and is expected to meet our expanding needs."

Mr. Raslan continued, "Our medical education business had a
disappointing year, but we are addressing the situation by
streamlining operations and hiring seasoned sales professionals.
We have also created Access Pharmaceutical Services, an integrated
effort between our pharmaceutical marketing and medical education
businesses that will market Access Worldwide's entire
pharmaceutical capabilities."

In a move to reduce corporate overhead, Richard Lyew, Senior Vice
President and Corporate Controller will succeed John Hamerski as
Executive Vice President and Chief Financial Officer, effective
July 1, 2004. Mr. Lyew joined Access Worldwide in May 1998 as
Assistant Corporate Controller and was promoted the following year
to Senior Vice President and Corporate Controller. Prior to
joining Access Worldwide, Mr. Lyew spent more than six years in
public accounting at PricewaterhouseCoopers LLP where he
participated in acquisitions, divestitures, roll-ups and initial
public offerings, along with performing audit and tax work. He is
a Certified Public Accountant licensed in the State of New York
and a member of the American Institute of Certified Public
Accountants.

"We are focusing on expense reduction throughout the Company,
including at the corporate level," said Mr. Raslan.

Founded in 1983, Access Worldwide provides a variety of sales,
marketing and medical education services. Among other things, we
reach physicians, pharmacists and patients on behalf of
pharmaceutical clients, educating them on new drugs, prescribing
indications, medical procedures and disease management programs.
Services include product stocking, medical education, database
management, clinical trial recruitment and teleservices. For
clients in the telecommunications, financial services, insurance
and consumer products industries, we reach the established
mainstream and growing multicultural markets with multilingual
teleservices. Access Worldwide is headquartered in Boca Raton,
Florida and has over 1,000 employees in offices throughout the
United States. More information is at http://www.awwc.com/


AIR CANADA: Restructuring Royal Bank of Canada Aircraft Lease
-------------------------------------------------------------
The Air Canada Applicants currently lease a Boeing 767-300ER
aircraft bearing MSN24082 powered by two General Electric CF6-80C2
engines s/n 690217 and 690221 from Royal Bank of Canada and CT
Corporate Services, Inc. pursuant to a June 9, 1988 aircraft lease
agreement.  As part of their restructuring strategy, the
Applicants struck a deal with RBC and CT Corporate to restructure
the Lease with the Applicants acquiring:

   -- CT Corporate's 50% interest in exchange for retiring a loan
      extended by the Applicants; and

   -- RBC's 50% interest for a purchase price of CN$11,934,000,
      which will be financed by RBC pursuant to a purchase
      facility.

The Applicants and CT Corporate agree that CT Corporate will
transfer all of its right, title and interest in and to the
Aircraft in full satisfaction of all amounts owing under a
CN$25,326,892 loan, plus interest, owing from CT Corporate to Air
Canada as of March 15, 2004.

Pursuant to an amended and restated letter agreement dated
March 19, 2004, the Applicants and RBC agree to terminate the
Lease and the Applicants will purchase RBC's interest in the
Aircraft.  The CN$11,934,000 purchase price will be financed by
RBC and secured by a first ranking aircraft mortgage and
hypothec.

Ashley John Taylor, Esq., at Stikeman Elliott LLP, in Toronto,
Ontario, asserts that the Lease restructuring is beneficial to
the Applicants because:

   (a) The Aircraft continues to operate in the Applicants' fleet
       and, thus, is a revenue generating asset;

   (b) The Applicants' recourse under the CT Corporate Loan is
       limited to CT Corporate's interest in the Aircraft;

   (c) The Stipulated Loss Value of the Aircraft as of March 9,
       2003, payable pursuant to the Lease, plus interest at
       an Overdue Rate accrued thereon to April 1, 2003 owing by
       the Applicants under the Lease total CN$57,444,146, of
       which RBC's portion would be CN$28,722,073;

   (d) The negotiated Purchase Price for RBC's 50% undivided
       interest in the Aircraft is CN$11,934,000.  Based on the
       amount owing to RBC under the Lease and the negotiated
       purchase price, the Applicants have no equity value in
       RBC's 50% interest in the Aircraft; and

   (e) The negotiated terms of the proposed Loan and Aircraft
       Mortgage are favorable to Air Canada.

For these reasons, the Applicants seek Mr. Justice Farley's
permission to consummate the Letter Agreement and grant RBC a
first ranking security on the Aircraft.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALDEAVISION INC: 2003 Annual Revenues Up by 14% at 3.5 Million
--------------------------------------------------------------
AldeaVision Inc. (TSX-V: ALD), an innovative provider of broadcast
quality video networking services and solutions, reported its
annual results for the year ended December 31, 2003.

Revenue for the year ended December 31, 2003 was $3.5 million, an
increase of 14% from the $3.0 million reported for 2002. Revenue
from Video Services increased 69% to $1.2 million in 2003 from
$0.7 million in 2002 and was due in large part to an 88% increase
in the number of hours transmitted on the AldeaVision network.
Revenue from Networking Products remained at the  $2.3 million
level.

The net loss for fiscal 2003 was $5.2 million ($0.11 per share),
an improvement over the net loss of $7.9 million ($0.41 per share)
for fiscal 2002, which included a one-time restructuring charge of
$675,000.

"In 2003 we have further established our position as a provider of
international services for the broadcast industry in the American
continent. Our results have been negatively affected by the
strengthening of the Canadian dollar. Had it retained its 2002
value versus the United States currency the Corporation's revenue
for 2003 would have been a 13% higher," stated Mr. Lionel
Bentolila, AldeaVision President and CEO. "Our strategy of
addressing our Video Services to the Hispanic market is validated
by a 96% increase in hours originating from Spanish speaking
countries," added Mr. Bentolila.

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.

AldeaVision is listed on the TSX Venture Exchange under the symbol
ALD. Additional information is available at
http://www.aldeavision.com/

                            *   *   *

As previously reported, 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.


AMERICAN RESTAURANT: Same-Store Sales Decline 6.2% in FY 2003
-------------------------------------------------------------
American Restaurant Group, Inc. announced its financial results
for the fiscal year ended December 29, 2003.

Total revenues for the Company's Stuart Anderson's Black Angus
Restaurants were $276.6 million, a 6.3% revenue decline from
2002's total revenues of $295.3 million.  This decrease was
primarily the result of a 6.2% decline in same-store sales and a
0.7% decline resulting from the closure of five restaurants.
These factors were partially offset by the contribution of new
restaurants opened in 2002 and 2003, which provided 0.4%
additional revenue in 2003.

The 6.2% decline in same-store sales was primarily the result of a
6.6% decline in total customer counts. However, following the
introduction of a new "more casual" menu, the quarter-to-quarter
trend in dinner customer counts has improved. For 2003 on a
quarterly basis compared to the corresponding quarter in 2002,
dinner counts declined 13.7% in the first quarter, 5.2% in the
second quarter, 2.7% in the third quarter, and 1.3% in the fourth
quarter.

EBITDA, as adjusted for nonrecurring items, was $17.1 million for
the fiscal year ended December 29, 2003 compared to $26.2 million
for fiscal 2002. Expenses of note in the Company's 2003 operating
results included: 2003 operating loss from closed stores of $1.4
million; 2003 audit and legal fees related to the restatement of
prior years of $0.7 million; write-off of unused TV production of
$0.7 million; and pre-opening expenses of $0.4 million. The
remaining key differences that were major components causing this
EBITDA decline were the impact of higher beef prices and lower
customer counts.

       Change in Estimate of Gift-Certificate Liability

At the end of 2002, the Company discontinued sales of paper gift
certificates and began issuing electronic gift cards. During 2003,
the Company recorded a charge of $2.9 million in connection with
revising its estimated liability for paper gift-certificate
redemptions. The additional data captured throughout 2003
facilitated better assessment of historical redemption patterns
and improved the Company's ability to better estimate its
liability for future redemptions of unredeemed paper gift
certificates. From the analysis of the additional data and refined
actuarial development projections, the Company ascertained that
the tail of expected redemptions is longer than was previously
estimated. The Company adjusted its reserves accordingly.

         Impairment of Assets & Store-Closing Reserve

As part of a strategic move to shed older and poor performing
locations, the Company recorded charges in 2003 of $9.4 million,
with $1.9 million related to the write down of impaired assets.
The remaining $7.5 million is to establish a store-closing reserve
for the five locations we closed in 2003. Of these restaurant
closures, three were from a strategic departure from the
Indianapolis market. Asset impairment and the store-closing
reserve for the Indianapolis market were $5.5 million.

            Spectrum Restaurant Group Bankruptcy

In June 2000, the Company sold all of the outstanding stock of the
Non-Black Angus Subsidiaries, and transferred certain rights and
obligations, to Spectrum Restaurant Group, Inc. On August 6, 2003,
Spectrum Restaurant Group, Inc. and each of its subsidiaries filed
in United Stated Bankruptcy Court a voluntary petition for
bankruptcy and reorganization under Chapter 11. The Company
recorded nonrecurring reserves of $8.5 million during 2003 in
connection with actual and possible claims against the Company and
its subsidiaries arising from the SRG Group breaching various
obligations. Of this amount, $0.6 million was paid as of December
29, 2003.

                  4th Quarter Results

For the thirteen weeks ended December 29, 2003, total revenues for
the Company's Stuart Anderson's Black Angus Restaurants were $65.2
million, a decrease of 5.1% from $68.8 million in the prior year's
comparable period. Most of the 5.1% revenue decline in the fourth
quarter of 2003 from the fourth quarter of 2002 is the result of a
4.9% decline in the average dinner check. EBITDA, as adjusted for
nonrecurring items, was $1.35 million for the fourth quarter ended
December 29, 2003 compared to $7.32 million in the prior year's
comparable period.

                        *   *   *

As reported in the Troubled Company Reporter's November 21, 2003
edition, Standard & Poor's Ratings Services lowered its corporate
credit and senior secured debt ratings on casual dining restaurant
operator American Restaurant Group Inc. to 'CCC-' from 'CCC+'.

The outlook is negative.

The downgrade is based on the company's deteriorating operating
performance, very thin cash flow protection measures, and
constrained liquidity. EBITDA dropped 47% to only $2.5 million in
the third quarter of 2003, as same-store sales fell 4.9% in the
quarter, and 6.8% in the first nine months of 2003. The large
sales decline is attributed to a weak economy and the competitive
environment in the restaurant industry, in addition to a planned
reduction of less profitable product promotions. Higher beef costs
also contributed to the decrease in EBITDA.


AMPEX CORP: Shareholder Deficit Tops $136 Million at December 2003
------------------------------------------------------------------
Ampex Corporation (OTCBB:AEXCA) reported a net loss from
continuing operations of $5.8 million or $1.74 per diluted share
for the year ended December 31, 2003. In 2002, the Company
reported a net loss from continuing operations of $2.8 million or
$0.90 per diluted share. The net loss in 2003 included a provision
of $5.4 million to reflect the uncertainty of collecting pension
plan reimbursements contractually due from a former affiliate and
a restructuring provision related to previously vacated real
estate of $3.1 million. In 2002, the Company recorded a
restructuring charge for vacated real estate of $2.2 million.

The Company recorded a benefit applicable to Common Stockholders
from the issuance of its Common Shares in extinguishment of its
Preferred Stock of $7.26 per diluted share in 2003 and $1.35 per
diluted share in 2002, since the market value of the Common Stock
issued was less than the face amount of the Preferred Stock
redeemed. This benefit, combined with the net loss for the period,
resulted in reported net income applicable to common stockholders
of $18.2 million or $5.52 per diluted share in 2003 compared to
$1.4 million or $0.45 per diluted share in 2002.

Revenues from the Company's continuing operations increased to
$43.4 million in 2003 from $37.0 million in 2002, primarily owing
to an increase in royalty income as the Company transitions its
licensing agreements from analog to digital technology. The
Company's royalty operations contributed operating income of $2.55
per diluted share in 2003 compared to $0.97 per diluted share in
2002. The Company's Data Systems subsidiary generated operating
income of $1.98 per diluted share in 2003 compared to operating
income of $1.37 in 2002. In 2003, restructuring charges and
unallocated administrative costs decreased operating results by
$0.94 and $1.80 per diluted share, respectively. In 2002,
restructuring charges and unallocated administrative costs
decreased operating results by $0.72 and $1.70 per diluted share.
As discussed above, the provision for pension plan reimbursement
resulted in a charge against 2003 earnings of $1.63 per diluted
share.

Interest and other financing costs, net, totaled $2.74 per diluted
share in 2003 and $2.82 per diluted share in 2002. The Company's
operations benefited from the non-cash reversal of reserves for
foreign, federal, state and deferred income taxes, totaling $4.2
million or $1.26 per diluted share in 2003 and $6.7 million or
$2.15 per diluted share in 2002. Prior year tax provisions are
reversed when they are no longer required based on favorable audit
settlements or statute expirations.

Also, Ampex Corporation's December 31, 2003 balance sheet shows a
total stockholders' deficit of $136,137,000 compared to
$148,068,000 the prior year.

In March 2004, the Company and holders of its senior debt
securities agreed (i) to extend the maturity date of its Senior
Discount Notes from January 5, 2005 to January 5, 2006, and (ii)
to extend the measurement date from December 31, 2004 to December
31, 2006, by which date the Company is required to generate at
least $30 million of Net Available Cash, as defined in the Senior
Note indenture.

Ampex continues to pursue additional licensing opportunities for
its digital video patents and is in negotiations with several
potential licensees for their use in digital camcorders, digital
still cameras and DVD recorders and players. The Company believes
that it will conclude one or more additional license agreements
before the end of 2004 but there can be no assurance that any
license will be concluded or what might be the amount of royalties
received.

The Company has filed a Form 12b-25 with the Securities and
Exchange Commission in order to obtain additional time to complete
the audit of its 2003 financial statements. The Company currently
expects to file its completed financial statements with the
Commission on or before April 14, 2004. The Company does not
anticipate that such financial statements will differ materially
from the financial results reported in this release.

Ampex Corporation -- http://www.Ampex.com/-- headquartered in
Redwood City, California, is one of the world's leading innovators
and licensors of technologies for the visual information age.


ANALYTICAL SURVEYS: Names Wayne Fuquay as Chief Executive Officer
-----------------------------------------------------------------
Analytical Surveys, Inc. (ASI) (Nasdaq: ANLT), a leading provider
of utility-industry data collection, creation and management
services for the geographic information systems (GIS) markets,
announced Wayne B. Fuquay has been named chief executive officer.
Livingston Kosberg, ASI's Chairman, has served as interim CEO
since March 1, 2004.

Fuquay joins ASI after more than 17 years as managing principal of
a Houston-based corporate consulting firm focused on operational
enhancements, crisis management and company turnarounds. He has
served both public and private companies in a broad range of
industries, including manufacturing, distribution, retail, energy
and business services. His accomplishments include the successful
reorganization and the financial restructuring of several multi-
million dollar businesses in a range of industries. ASI will issue
inducement stock options to Mr. Fuquay enabling him to purchase
75,000 shares of ASI stock at $1.50 per share, to be earned, or
vested, during his first year of service.

Kosberg, who will retain his position as chairman, stated, "Wayne
has helped several companies identify and implement new strategies
designed to accelerate corporate growth, improve financial
performance and enhance shareholder value. He is very
knowledgeable about the types of services we perform and the long-
term contracts we execute on behalf of our clients. We are very
fortunate he has chosen to join ASI and look forward to his
leadership and strategic initiatives."

Fuquay stated, "ASI has overcome several significant challenges
during the last three years and is now entering an important new
phase in its corporate evolution. The Company has established a
leadership role within key segments of the GIS sector, and we
intend to leverage that position to expand our service base and
capture a greater share of the data maintenance market. I am
encouraged by the strength and enthusiasm of the ASI team and look
forward to playing a leadership role with this talented group of
professionals."

Mr. Fuquay holds a bachelor of business administration from Texas
Tech University and a master of business administration from the
University of Dallas.

Analytical Surveys Inc. (ASI) provides technology-enabled
solutions and expert services for geospatial data management,
including data capture and conversion, planning, implementation,
distribution strategies and maintenance services. Through its
affiliates, ASI has played a leading role in the geospatial
industry for more than 40 years. The Company is dedicated to
providing utilities and government with responsive, proactive
solutions that maximize the value of information and technology
assets. ASI is headquartered in San Antonio, Texas and maintains
operations in Waukesha, Wisconsin. Visit http://www.anlt.com/for
more information.

                       *   *   *

As reported in Troubled Company Reporter's January 8, 2004
edition, Analytical Surveys, Inc. said that its financial
statements issued on December 29, 2003, contained a going-concern
qualification from its auditors relating to the Company's fiscal
2003 financial statements.

The Company's independent auditor, KPMG, LLP, issued such a
going-concern qualification on the financial statements of the
Company for each fiscal year since the fiscal 2000 results were
reported on January 17, 2001. The going-concern qualification was
issued by KPMG based on the significant operating losses reported
in fiscal 2003 and 2002 and a lack of external financing to fund
working capital and debt requirements.

Since fiscal 2000, ASI has replaced the Board of Directors and
senior management team, eliminated all bank debt and recapitalized
the Company with a convertible debenture, and is implementing a
corporate turnaround effort designed to improve operating
efficiencies, reduce and eliminate cash losses and position ASI
for profitable operations.  Additionally, the Company's sales and
marketing team is pursuing market opportunities in both
traditional digital mapping and newly launched data management
initiatives.


ANC RENTAL: Worchells & Ullman Demand Payment of Admin. Claims
--------------------------------------------------------------
On April 24, 2002, Larry Worchell, Laura Worchell, and Ullman
Investments, Ltd. acquired a non-residential real property
located at 550 O'Farrell Street, in San Francisco from BL-Airport
Owners-SF, LP.  The Property was being leased in its entirety by
ANC Rental Corporation.

ANC entered into the Lease with WF-Airport Owners, L.P. on
March 30, 2001.  On June 19, 2001, WF-Airport sold the Property
and assigned the Lease to BL-Airport.

WF-Airport had purchased the Property from ANC.  When ANC sold
the Property to WF-Airport and entered into the Lease, ANC agreed
to maintain the Property in good repair.  On April 24, 2002, BF-
Airport assigned the Lease to the Worchells and Ullman
Investments.

                   Insurance Liability Coverage

Pursuant to the Lease, ANC is required to maintain commercial
general liability insurance providing for minimum protection with
a combined single limit for not less than $5,000,000.  As of
March 7, 2002, ANC was maintaining commercial general liability
insurance on the Property for $1,000,000.  On March 7, 2002, BL-
Airport notified ANC of this default.  ANC did not cure the
default.  As a result, BL-Airport was required to obtain an
additional $4,000,000 of commercial general liability insurance
on the Property.

In connection with the Worchells and Ullman Investments'
acquisition of the Property and the assumption of the Lease, they
were required to pay BL-Airport, among other things, the premium
paid by BL-Airport to obtain a year's worth of commercial general
liability insurance on the Property for $4,000,000.  This out-of-
pocket expense to the Worchells and Ullman Investments amounted
to about $6,286.  Maintaining the mandatory insurance coverage
according to the terms of the Lease during the postpetition, pre-
rejection period was a direct benefit to the estate.  Therefore,
Worchells and Ullman Investments assert actual and necessary
expenses for providing this coverage amounting to $3,030.

The Worchells and Ullman Investments timely filed a claim on
July 5, 2002.  The Claim was later amended on January 9, 2003.

                     Lease Rejection Damages

Pursuant to the Lease, ANC was required, upon termination of the
Lease, to return the premises to the Worchells and Ullman
Investments "in the same condition in which the Leased Premises
were originally received."  ANC defaulted under this provision by
failing to return the Property to its original condition before
rejecting the Lease and vacating the premises on June 15, 2002:

   (1) The paint was peeling;

   (2) The entire Property required steam cleaning and painting
       and was dirty;

   (3) Decorative material applied to the ceiling was unattached
       and falling away from the ceiling;

   (4) The walls were cracked;

   (5) Debris was scattered over the entire Property;

   (6) Excess grease spread throughout the garage; and

   (7) The structural wood beams were deteriorating.

Additionally, the material hanging from the ceiling and the wood
deterioration posed potential safety hazards.

The Worchells and Ullman Investments contend that ANC became
obligated to repair the premises when it returned the premises.
This obligation occurred postpetition and is, therefore, an
administrative expense.

The current tenant, Super Parking, Inc., paid for the necessary
repairs to be completed in exchange for a rent reduction from the
Worchells and Ullman Investments.  The total cost to paint the
interior and exterior of the building, steam clean the floors,
and furnish and install entrance and exit doors on the Property
was $65,098.  Super Parking received $10,000 in rent reductions
per month beginning in September 2002 until the repair costs were
fully reimbursed.  Because the repairs were a benefit to the
estate -- since it was ANC who was legally obligated to make them
-- and the obligation occurred postpetition, the Worchells and
Ullman Investments are entitled to payment of administrative
expense for $65,098.

                       Removal of Gas Tanks

Moreover, the Department of Public Health of the City and County
of San Francisco notified the Worchells and Ullman Investments on
May 7, 2002, who subsequently notified ANC in writing on May 30,
2002, that the underground gas tanks on the Property, which ANC
used to store gasoline, did not comply with governmental
regulations and standards.  The Department required, among other
things, that ANC bring the gas tanks into compliance with
governmental regulations and standards.  ANC failed to do so
before vacating the premises on June 15, 2002.  Therefore, the
Worchells and Ullman Investments were required to remove the gas
tanks.  Under the Lease, ANC is liable for the costs incurred by
the Worchells and Ullman Investments in doing so.

Under the Third Circuit's holding in In re Montgomery Ward
Holding Corp., the Worchells and Ullman Investments assert that
ANC was legally obligated to remove the storage tanks before
vacating the premises.  Therefore, the cost of the removal, which
was a postpetition and pre-rejection obligation of ANC, is an
administrative expense.  In addition, the removal of the gas
tanks cost Super Parking $2,000 in lost revenue since the
basement of the Property became unusable for two weeks.  Super
Parking added an additional $2,000 to the existing $65,098 rent
reduction.

                        Additional Claims

Because ANC's obligations under the Lease, including the
obligation to maintain and vacate the Property in its original
condition, were postpetition obligations through June 15, 2002,
and because the defaults are postpetition, the Worchells and
Ullman Investments have an administrative claim for the costs to
remedy the defaults.  Under the Lease, ANC also is liable to the
Worchells and Ullman Investments for their attorneys' fees
incurred with respect to the Claim.  Attorney's fees and expenses
at the present total $15,538.

To date, the Worchells and Ullman Investments have quantified and
documented an administrative portion of the Claim amounting to
$103,780.  On July 16, 2002, they received a $54,349 payment,
which was applied to the administrative portion.  Thus, the
current balance of the administrative portion is $49,431.

Pursuant to Sections 503(a) and 503(b)(1) of the Bankruptcy Code,
the Worchells and Ullman Investments ask the Court to require the
Debtors to pay the $49,431 administrative expense claim balance.

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)


AQUILA INC: Assigns 50% Interest in MEP Pleasant to Calpine Corp.
-----------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) has assigned its 50-percent ownership of
MEP Pleasant Hill L.L.C. (MEPPH) to Calpine Corp. and ended its
20-year merchant toll.

MEPPH, previously jointly owned by Aquila and Calpine, operates
the Aries power plant, a 585-megawatt, non-regulated, natural gas-
fired facility in Pleasant Hill, Missouri. Under a competitively
bid, four-year contract that expires in 2005, MEPPH also provides
up to 500 megawatts of power to meet the needs of Aquila's
regulated utility customers in northwest Missouri. This contract
is not affected by the transaction.

In connection with the transaction, Aquila also paid Calpine $5
million and agreed to assign to Calpine certain transmission and
ancillary contract rights. Aquila's payment to Calpine was more
than offset by a permanent return of $12.5 million of collateral
that Aquila had previously provided to Calpine in support of
ongoing energy trading contracts. Aquila's capacity payments under
the terminated merchant tolling contract were scheduled to
increase to an annual rate of nearly $23 million a year beginning
in 2005.

Aquila will recognize a loss of approximately $46.5 million on the
transaction.

Based in Kansas City, Missouri, Aquila (S&P, B+ Credit Facility
Rating, Negative) operates electricity and natural gas
distribution networks serving customers in seven states and in two
Canadian provinces. The company also owns and operates power
generation assets. At December 31, 2003, Aquila had total assets
of $7.7 billion. Go to http://www.aquila.com/for more
information.

Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook), celebrating its 20th year in power in 2004, is a
leading North American power company dedicated to providing
electric power to wholesale and industrial customers from clean,
efficient, natural gas-fired and geothermal power facilities.  The
company generates power at plants it owns or leases in 21 states
in the United States, three provinces in Canada and in the United
Kingdom.  Calpine is also the world's largest producer of
renewable geothermal energy, and owns or has access to
approximately one trillion cubic feet equivalent of proved natural
gas reserves in Canada and the United States.  The company was
founded in 1984 and is publicly traded on the New York Stock
Exchange under the symbol CPN.  For more information about
Calpine, visit http://www.calpine.com/


ARMSTRONG: Wants Plan-Filing Exclusivity Extended to October 4
--------------------------------------------------------------
Rebecca L. Booth, Esq., at Richards Layton & Finger in Wilmington,
Delaware, tells Judge Fitzgerald that the Armstrong Holdings, Inc.
Debtors need a six-month extension of their exclusive periods to
file and solicit acceptances of a reorganization plan to conclude
their Chapter 11 cases.  Ms. Booth explains that the Debtors
initially focused on stabilizing their businesses and addressing
the multitude of concerns raised by customers, vendors, employees
and other business partners to assure that the value of the
enterprise is maximized and the dislocations necessarily attendant
to any Chapter 11 filing are minimized.  "As a result of the
Debtors' efforts, this undertaking has been extremely successful,"
Ms. Booth says.

Subsequent to the stabilization period, AWI devoted a substantial
amount of time and effort to negotiating and working out the
details of a comprehensive reorganization plan, culminating in May
2003 when AWI filed its Fourth Amended Plan.

While the Bankruptcy Court signed proposed findings of fact and
conclusions of law confirming the Plan, the Plan is subject to
final confirmation by the United States District Court for the
District of Delaware.  Ms. Booth admits, however, that it is
uncertain when the District Court will consider the confirmation
of the Plan due to:

       (1) the pending appeal of Judge Wolin's order denying
           the request to recuse himself from further
           participation in other asbestos-related Chapter 11
           cases; and

       (2) Judge Wolin's issuance of an order staying all
           matters in the five asbestos-related Chapter 11
           cases assigned to him, including AWI's case.

In view of the Debtors' substantial progress with respect to the
approval of the pending Plan, Ms. Booth contends that the filing
of competing plans of reorganization by other parties-in-interest
would necessarily result in the disruption and dislocation of a
plan process that is clearly under way.  Ms. Booth suggests that,
under the status of these cases, it is appropriate to extend the
Debtors' exclusive right to file a plan through and including
October 4, 2004, and their exclusive right to solicit acceptances
of that plan through and including December 3, 2004.

The Court will convene a hearing on April 9, 2004 to consider the
Debtors' request.  By application of Del.Bankr.L.R. 9006-2, the
Debtors' exclusive Plan Filing Period is automatically extended
through the conclusion of that hearing.

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior finishings, most notably floor
coverings and ceiling systems, around the world.  The Company
filed for chapter 11 protection on December 6, 2000 (Bankr. Del.
Case No. 00-04469).  Stephen Karotkin, Esq., Weil, Gotshal &
Manges LLP and Russell C. Silberglied, Esq., at Richards, Layton &
Finger, P.A., represent the Debtors in in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $4,032,200,000 in total assets and
$3,296,900,000 in liabilities. (Armstrong Bankruptcy News, Issue
No. 58; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARTIFICIAL LIFE: Auditors Express Going Concern Doubt
-----------------------------------------------------
Hong Kong-based Artificial Life, Inc. (OTC: ALIF), a leading
provider of intelligent agent based mobile and Internet technology
and applications, today announced its fiscal 2003 and fourth
quarter 2003 results.

"Continuing our efforts from the previous year, we developed a new
set of products and a new technology platform in 2003 targeting
the mobile industry especially in Asia and Europe. With our just-
released SmartEngine Mobile Platform(TM) we are able to deliver
our content, applications and technology to all major phones and
mobile communication devices. We are now able to deliver
intelligent and interactive applications for the full range of
mobile data communication services such as SMS and MMS as well as
for 2G and 3G channels. Hence, even though we did not generate any
substantial revenues in 2003 it was a very important and
successful year for us. The new products are already generating
revenues. We have also been able to attract new investors in 2003
and early 2004 and raised new funds to support our re-expansion
and the global roll-out of our new products commencing in Q2,
2004," said Eberhard Schoeneburg, CEO of Artificial Life, Inc.

Revenues for the year ended December 31, 2003 were $3,400 as
compared to $1,799,964 for the year ended December 31, 2002. The
decrease of revenues was primarily due to the Company's re-
orientation and re-positioning towards intelligent mobile
communication applications and technologies, the focus on new
product developments in 2003 and the corresponding reduction of
sales efforts in 2003.

Research and Development expenses for the year ended December 31,
2003 were $185,337 compared to $151,283 in the year ended December
31, 2002. The increase of $34,054 or 22.5% is primarily due to the
recruitment of new employees and generally increased research and
development efforts throughout 2003.

General and Administrative expenses for the year ended December
31, 2003 was $320,036 as compared to $1,567,429 for the year ended
December 31, 2002. The decrease of $1,247,393 or 79.6% was
primarily due to the substantial consolidation of the global
operations and general lower overhead costs in Hong Kong.

The Net Loss for the year ended December 31, 2003 was $578,237 as
compared to $2,034,682 for the year ended December 31, 2002. This
decrease of $1,456,445 or 71.6% was primarily due to a general
overhead reduction and a stringent cost management.

The net loss per share for the year ended 31 December, 2003 was
$0.04 compared to $0.18 for 2002, a reduction of 78%.

Revenues for the three months period ended December 31, 2003 were
$0, as compared to $22,464 for the same quarter of 2002. However,
the Net Loss for the quarter ended December 31, 2003 was reduced
to $204,855 from a Net Loss of $1,301,185 for the same quarter of
2002.

The Independent Auditors Report on the Company's financial
statements as of and for the year ended December 31, 2003 included
a 'going concern' explanatory paragraph which means that the
Auditors expressed substantial doubt about the Company's ability
to continue as a going concern.

                     About Artificial Life

Founded in Boston in 1994 and registered in Delaware, Artificial
Life, Inc. (OTC: ALIF) --  http://www.artificial-life.com/-- is a
public U.S. corporation headquartered in Hong Kong and a leading
global provider of intelligent agent Internet and mobile computing
technology, content and applications.


BEACON POWER: Needs More Funds to Continue as a Going Concern
-------------------------------------------------------------
Beacon Power Corporation (NASDAQ: BCON), a leader in sustainable
energy storage and power conversion systems, announced its
financial results for the fourth quarter and fiscal year ended
December 31, 2003. Beacon is a development stage company that
designs, develops, configures and offers for sale, sustainable
energy storage and power conversion systems that provide highly
reliable, high-quality, environmentally friendly, uninterruptible
electric power.

For the fourth quarter of 2003, the Company reported a net loss of
$2.5 million, or ($0.06) per share, compared with a net loss in
the fourth quarter of 2002 of $2.1 million, or ($0.05) per share.

During the fourth quarter of 2003, Beacon Power invested $0.9
million in R&D, $1.2 million in SG&A and recorded depreciation of
$0.9 million. In December, the Company began commercial shipments
of its Smart PowerT M5 inverter system for solar applications to
distributors. The Company has established that it will recognize
revenues, in accordance with accounting principles generally
accepted in the United States of America, based on the sales of
its products by distributors to their customers. As a result, no
revenues were recorded in 2003. At December 31, 2003, the Company
had $9.3 million in cash and cash equivalents. The Company's
working capital was $9 million.

For the fiscal year ended December 31, 2003, Beacon Power reported
a net loss of $8.6 million, or ($0.20) per share, compared with a
net loss in 2002 of $20.8 million, or ($0.49) per share.

While the Company had cash and cash equivalents of approximately
$9.3 million at December 31, 2003, it continues to incur losses.
Based on the Company's rate of expenditure of cash, and the
additional expenditures expected in support of its business plan,
the Company will require additional financing in early 2005 to
continue as a going concern. Because there is no certainty of
Beacon successfully completing the required financing, the
Company's independent auditors inserted an explanatory paragraph
related to a going concern uncertainty into the Company's most
recent Form 10K. The Company is pursuing an equity investment to
alleviate these concerns.

"We have taken significant actions to reduce our cash expenditures
while maintaining our technical capabilities and focused on
identifying market opportunities. These efforts have resulted in
the introduction of our Smart Power M5 inverter system and market
interest in our Smart Energy Matrix flywheel systems for frequency
regulation of the power grid," said Bill Capp, president and CEO
of Beacon Power. "We will need to obtain an equity investment by
early 2005 to continue to execute our business plan and based on
the growing market interest in our products, I believe that we
will raise the necessary funds to continue operations and
implement our plan."

            About Beacon Power Corporation

Beacon Power Corporation designs and develops sustainable energy
storage and power conversion solutions that provide reliable
electric power for the renewable energy, telecommunications,
distributed generation and UPS markets. Beacon's latest product is
the Smart Power M5, a 5-kilowatt power conversion system for grid-
connect solar power applications. The Smart Power M5 is a UL-
approved, "all-in-one" power conversion system incorporating
multiple high-performance components in one unit that delivers
instantaneous power in the event of a grid outage. Beacon is also
known for its advanced flywheel-based Smart Energy systems,
designed to provide reliable, environmentally friendly power
quality solutions for electric utility transmission and
distribution and other applications. Visit Beacon Power on the
Internet at http://www.beaconpower.com/


BOYD GAMING: Fitch Assigns B Rating to $300M Senior Sub. Notes
--------------------------------------------------------------
Fitch Ratings has assigned a 'B' rating to $300 million in 10-year
senior subordinated notes issued by Boyd Gaming Corp (BYD).
Proceeds from the offering will be used to fund a portion of the
purchase price of Harrah's Shreveport, and reduce outstandings
under the senior secured credit facility. The Rating Outlook is
Stable.

Fitch downgraded the ratings of BYD in February following
announcement of its $1.3 billion purchase of Las Vegas local
casino operator, Coast Resorts. Operationally, Coast's four
properties should add size and depth to BYD's already diversified
portfolio. Coast benefits from a strong market position, and the
excellent demographics of the Las Vegas local market. However, the
primarily debt-financed transaction adds leverage and weakens
credit measures (pro forma 2004 leverage is projected at 5.2 times
versus 2003 fiscal year-end leverage of 2004). Relatively
substantial capital spending plans over the next two years will
result in negative free cash flow and should preclude
deleveraging. Fitch expects leverage to peak at approximately 5.3x
in 2005 due to construction of Coast's $350 million South Coast
Casino project. Leverage could decline rapidly in 2006 (below
4.5x) in the absence of new capital investment plans and as the
full-year EBITDA benefit of South Coast is realized. Boyd's credit
profile also benefits from its equity stake in Borgata, although
recently-announced expansion plans will likely defer any
meaningful debt reduction or upstreamed dividends from that
property


BUSH INDUSTRIES: Filing Pre-Negotiated Chapter 11 Case in W.D.N.Y.
------------------------------------------------------------------
Bush Industries, Inc. (NYSE: BSH) has reached an agreement in
principle and executed a lock-up agreement with holders of more
than 85% of the Company's outstanding bank debt.

Pursuant to the terms of the lock-up agreement, the Company
intends to file a petition for reorganization under Chapter 11 of
the Bankruptcy Code on or about March 31, 2004 in the United
States Bankruptcy Court for the Western District of New York. The
Company intends to maintain its current level of operations during
the pendency of the bankruptcy proceedings and the Company expects
that its customers and vendors will experience no change in the
way the Company does business with them. The Company's lenders
that are a party to the lock-up agreement will provide for debtor-
in-possession financing, and an exit financing facility thru 2006.
The proposed plan of reorganization will not impair trade creditor
claims.

Under the proposed plan of reorganization, the Company's
outstanding senior debt of approximately $160 million will be
restructured, with approximately $70 million of debt being
refinanced thru 2006, and the balance of approximately $90 million
being converted into 100% of the equity of the reorganized
Company. The Company believes that the anticipated debtor-in-
possession financing, together with cash provided by operations,
will provide sufficient liquidity for the Company to continue its
current level of operations during the pendency of the Chapter 11
proceedings.

The Company's decision to file for bankruptcy was precipitated by
the Company's inability to procure alternative sources of
financing, its inability to obtain an extension from its lenders
of the temporary waiver of non- compliance with certain covenants
under the Company's outstanding credit facility, and its inability
to reach an agreement with the lenders to extend the term of the
loan, which matures on June 30, 2004. The temporary waiver,
previously announced on March 1, 2004, will expire on April 1,
2004.

Once its petition for reorganization is filed, the Company expects
to seek Court approval to, among other things, continue payment of
pre-petition and post-petition wages and employee benefits. The
Company will also seek authorization from the Court to pay vendors
for goods and services provided to the Company before the Chapter
11 filing, as long as those vendors continue to extend regular
trade credit to the Company. The Company expects that all vendors
and suppliers will be paid in full. The Company expects that the
pendency of the Chapter 11 proceedings will be approximately 90 to
120 days. None of the Company's subsidiaries are currently
expected to be included in the filing.

Additionally, effective as of March 29, 2004, Paul Bush resigned
as Chairman, C.E.O. and director of the Company and its
subsidiaries. Mr. Bush has agreed to remain as an employee of the
Company, to be an advisor to management and the Board to help
ensure a smooth transition during the restructuring period. He
will further advise on and/or assist with retaining and
strengthening customer, vendor and other relationships,
identifying and retaining key personnel, designing new products
and identifying strategic opportunities.

Mr. Michael Buenzow has been elected by the Company's Board of
Directors to serve as the Company's interim C.E.O. during the
pendency of the Chapter 11 proceeding. Mr. Buenzow, 39, is
currently a Senior Managing Director at FTI Consulting (NYSE: FCN)
and has been working with the Company during the restructuring
process. Prior to joining FTI in September 2002, Mr. Buenzow was a
partner in the Business Recovery Services Practice of
PricewaterhouseCoopers. Mr. Buenzow has had 15 years of
restructuring experience.

The balance of the current management team is anticipated to
remain in place. The Company anticipates that the Board of
Directors of the reorganized Company will appoint a permanent
C.E.O. upon emergence from the Chapter 11 proceedings. The Company
has also appointed David G. Dawson as its interim Chairman of the
Board.

"This restructuring, once fully implemented, will allow Bush to
take full advantage of the fundamental strength of our core
business operations. It will provide us a much-improved balance
sheet and capital structure that is more appropriate for the
current economic and market conditions. It is advantageous that we
were able to achieve a consensual plan of reorganization," stated
Paul Bush.

Mr. Bush continued, "Our customers and suppliers should experience
no change in the way we do business with them and will continue to
receive the same high quality goods and service to which they are
accustomed. The Company believes that it will be in a better
financial position to support further growth and take advantage of
additional opportunities in the marketplace."

In conclusion Mr. Bush emphasized, "We appreciate the ongoing
loyalty and support of our employees and thank them for their
dedication and hard work, which is critical to our success. We
also thank our customers and vendors for their support during this
restructuring process. We are committed to making this
restructuring process successful and leading Bush Industries
towards a brighter future."

Bush Industries, Inc. is a leading global manufacturer of ready-
to-assemble furniture, casegoods furniture, and a supplier of
surface technologies. The Company operates its business in three
segments: Bush Furniture North America, which concentrates on
furniture for the commercial office, home office, home
entertainment, bedroom and other home furnishings distributed by
leading retailers; Bush Furniture Europe, which sells commercial,
home office and other furnishings in the European market; and Bush
Technologies, which is focused on the cell phone accessories
after-market, as well as the utilization of surface technologies
in diverse applications such as automotive interiors, cosmetics,
sporting goods and consumer electronics. Bush operates several
manufacturing and warehouse facilities throughout North America
and Europe.

For more information contact Bush Industries, Inc. at 1-800-351-
5182, or visit its web site at http://www.bushindustries.com/


BUSH INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Bush Industries, Inc.
        One Mason Drive
        P.O. Box 460
        Jamestown, New York 14702

Bankruptcy Case No.: 04-12295

Type of Business: The Debtor is engaged in the manufacture and
                  sale of ready-to-assemble furniture under the
                  Bush, Eric Morgan and Rohr trade names and
                  production of after market accessories for
                  cell phones. See http://www.bushindustries.com/

Chapter 11 Petition Date: March 31, 2004

Court: Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtor's Counsel: Garry M. Graber, Esq.
                  Hodgson, Russ
                  1800 One M&T Plaza, Suite 2000
                  Buffalo, NY 14203
                  Tel: 716-856-4000

Total Assets: $53,265,106

Total Debts:  $169,589,800

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
JPMorgan Chase Bank           Facilities at 150     $163,000,000
Attn: Robert McArdle          Tiffany Ave.,
2300 Main Place Tower         Jamestown, NY
Buffalo, NY 14202             1885 Mason Dr.,
                              Jamestown, NY
                              312 Oak St., Little
                              Valley, NY 1088-1132
                              Allen St.

Bekins Worldwide Solution     Trade Debt                $553,346
135 S. LaSalle, Dept. 1624
Chicago, IL 60674-1624

Comtrad                       Trade Debt                $477,287
5106 Timberland Blvd.
Ontario, Canada 0 L4W 2S5

Chiyoda                       Trade Debt                $419,829
P.O. Box 827469
Philadelphia, PA 19182-7469

Yellow Freight Systems        Trade Debt                $353,795
P.O. Box 5901
Topeka, KS 66605-0901

Menasha Packaging Co., LLC    Trade Debt                $260,585
Yukon Division
P.O. Box M
Yukon, PA 15698-0418

Temple-Inland-MDF             Trade Debt                $245,380

Jamestown Container           Trade Debt                $225,712

Rock Tenn                     Trade Debt                $207,502

Aim Nationalease              Trade Debt                $192,116

Thermal Foams Inc.            Trade Debt                $188,764

Georgia Pacific- Gaylord      Trade Debt                $128,115

Ultra Tech Extrusion          Trade Debt                $121,899

Toppan-Inter America Inc.     Trade Debt                 $99,167

Titus Tool Company            Trade Debt                 $97,172

Uniboard Canada Inc.          Trade Debt                 $86,149

Atwood Mobile Products        Trade Debt                 $84,482

Mchone Industries             Trade Debt                 $84,078

Tafisa Canada                 Trade Debt                 $80,278

SCS, Inc.                     Trade Debt                 $76,169


CACI INT'L: S&P Assigns BB Corp. Credit & Sr. Sec. Debt Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB/Stable/--'
corporate credit rating to Arlington, Virginia-based CACI
International Inc. At the same time, Standard & Poor's assigned
its 'BB' senior secured debt rating, with a recovery rating of
'3', to CACI's proposed $550 million senior secured bank facility,
which will consist of a $200 million revolving credit facility
(due 2009) and a $350 million term loan (due 2011). The 'BB'
rating is the same as the corporate credit rating and the '3'
recovery rating indicates that the senior secured debt holders can
expect meaningful (50%-80%) recovery of principal in the event of
a default. The proceeds from this facility will be partially used
to finance CACI's recently announced acquisition of the Defense
and Intelligence Group of American Management Systems Inc.

"The ratings reflect CACI's second-tier presence in a highly
competitive and consolidating market, as well as the company's
acquisitive growth strategy," said Standard & Poor's credit
analyst Ben Bubeck. A predictable revenue stream based upon a
strong backlog, the expectation that government-related business
will remain substantial over the intermediate term, and a moderate
financial profile for the rating are partial offsets to these
factors.

CACI International Inc. is a leading information technology
company that provides services and communications solutions
primarily to the federal government. Pro forma for the proposed
credit facility, CACI had approximately $500 million in operating
lease-adjusted debt as of December 2003.


CAESARS ENTERTAINMENT: S&P Assigns BB to $300M Floating Rate Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
casino operator Caesars Entertainment Inc.'s proposed $300 million
floating rate contingent senior notes due 2024. Proceeds will be
used to repay amounts outstanding under the company's existing
credit facilities.

At the same time, Standard & Poor's affirmed its ratings on the
Las Vegas, Nevada-based company, including its 'BB+' corporate
credit rating. The outlook is stable. Caesars Entertainment had
approximately $4.6 billion in debt outstanding at Dec. 31, 2003.

"Standard & Poor's expects that the gaming environment throughout
2004 will continue to improve and that Caesars Entertainment will
benefit given its diversified portfolio of assets," said Standard
& Poor's credit analyst Michael Scerbo. "However, the company
faces a number of near-term challenges in some of its markets,
specifically Atlantic City and many riverboat jurisdictions."
Still, some debt capacity exists within the rating and outlook to
mitigate any weakness in operating performance and fund potential
growth opportunities, including the planned expansion at Caesars
Las Vegas.


CARMIKE CINEMAS: Completes New Round of Financings
--------------------------------------------------
On January 29, 2004, Carmike Cinemas, Inc. announced it had
received, as of the consent solicitation payment deadline on
January 28, 2004, valid tenders and consents representing greater
than a majority in aggregate principal amount of its outstanding
10-3/8% senior subordinated notes due 2009 pursuant to its
previously announced cash tender offer. On January 28, 2004, the
Company, the guarantors of the Old Notes and the trustee under the
indenture governing the Old Notes executed a supplemental
indenture that the Company filed as an exhibit with the SEC.

On February 4, 2004, the Company announced the completion of a
private offering of 7.500% senior subordinated notes due 2014 to
qualified institutional investors for net proceeds, after
discounts and estimated expenses, of $143.9 million and new senior
secured credit facilities consisting of a $50.0 million revolving
credit facility and a $100.0 million five-year term loan.

                        *   *   *

Standard & Poor's Ratings Services raised its corporate credit
rating on Carmike Cinemas Inc. to 'B' from 'CCC+'. At the same
time, Standard & Poor's removed its ratings on the company from
CreditWatch. The outlook is stable. Pro forma for these
transactions, the Columbus, Georgia-based movie exhibitor has
about $300 million in debt.

The rating actions follow the company's successful common stock
offering and debt refinancing. Carmike's new debt structure
(following the full redemption of the old subordinated notes)
lowers debt and debt-like payables about 28% and improves its
leverage and coverage ratios somewhat, although lease-adjusted
credit measures reflect less progress. "The recapitalization also
alleviates financial pressure by deferring debt maturities that
were somewhat high relative to the company's cash flow and were
gradually increasing," said Standard & Poor's credit analyst Steve
Wilkinson. "In addition, the new loan gives Carmike a little more
flexibility to upgrade and expand its circuit, which remains
somewhat less modern than other large exhibitors," Mr. Wilkinson
added.


CASTLE DENTAL: Reports Positive Results for Q4 and Full Year 2003
-----------------------------------------------------------------
Castle Dental Centers, Inc. (OTC Bulletin Board: CASL) reported
that it earned net income of $4.1 million, or $0.02 cents per
share, for the three months ended December 31, 2003, compared to a
net loss of $3.2 million, or $0.04 per share, in the fourth
quarter of 2002. Per share data for 2003 are based on average
fully diluted shares outstanding of 217.3 million shares in the
fourth quarter 2003 compared to average fully diluted shares of
74.1 million in the fourth quarter 2002. Net income in the fourth
quarter of 2003 included a benefit for income taxes of $4.2
million related to the recognition of deferred tax assets that had
previously been fully reserved.

Patient revenues for the three-month period ended December 31,
2003, were $22.1 million, $2.2 million, or 9.1% lower than the
same period last year. The lower revenues resulted from a decline
of $1.5 million, or 6.2%, in same store revenues and the closing
of three dental centers during the past year that reduced revenues
by $0.7 million, or 3.0% in the fourth quarter 2003.

For the year ended December 31, 2003, Castle Dental reported net
income of $26.1 million, $0.16 per share, including a gain on
early extinguishment of debt of $21.9 million, compared to a net
loss of $29.6 million, $0.79 per share, in 2002. The loss in 2002
included a $37.0 million charge related to goodwill impairment
resulting from the adoption of Statement of Financial Accounting
Standards No. 142, "Goodwill and Other Intangible Assets",
partially offset by a gain on early extinguishment of debt of
$17.3 million. Excluding unusual charges, restructuring costs and
the benefit for income taxes recorded in 2003, the Company earned
$0.9 million for the year ended December 31, 2003, compared to a
net loss of $2.5 million in 2002. Patient revenues of $93.9
million were $7.0 million, or 6.9% below patient revenues of
$100.9 million in 2002. The decline in revenues resulted from
lower same store sales of $2.8 million, or 2.8%, and the closing
or sale of dental centers in the past year that reduced revenues
by $4.2 million in 2003.

Excluding severance costs, unusual charges, restructuring costs
and the benefit for income taxes, earnings before interest, taxes,
depreciation and amortization (EBITDA) was $1.0 million for the
quarter ended December 31, 2003, $0.8 million less than the fourth
quarter of 2002. For the year ended December 31, 2003, EBITDA was
$7.5 million, 11.8% higher than EBITDA of $6.7 million in 2002.

During 2003, Castle Dental completed the recapitalization of its
balance sheet through the sale of $13.0 million in preferred stock
and subordinated notes to Sentinel Capital Partners II, L.P.,
management, directors and other investors. These proceeds were
used to reduce debt and restructure the Company's balance sheet.
At December 31, 2003, the Company's outstanding debt was $19.5
million, down $30.0 million from total debt of $49.5 million at
December 31, 2002.

The total equivalent shares of common stock outstanding at
December 31, 2003 were approximately 217 million shares, including
the conversion of preferred stock and warrants into common stock,
as well as employee stock options. This compares to total
equivalent shares outstanding of approximately 74 million at
December 31, 2002.

At December 31, 2003, Castle Dental Centers, Inc.'s balance sheet
shows a recovery of total stockholders' equity at $10,435,000. At
December 31, 2002, the company recorded a total stockholders'
equity deficit of $$21,910,000. Working capital deficit for the
year ended 2003 stands at $3,439,000.

Castle Dental Centers, Inc. develops, manages and operates
integrated dental networks through contractual affiliations with
general, orthodontic and multi-specialty dental practices in the
U.S., Castle manages 74 dental centers with approximately 160
affiliated dentists in Texas, Florida, Tennessee and California
with annual patient revenues of approximately $95 million.


CHESAPEAKE ENERGY: Fitch Revises Low-B Ratings' Outlook to Stable
-----------------------------------------------------------------
Fitch Ratings has upgraded its rating of Chesapeake Energy's
senior unsecured notes to 'BB' from 'BB-', its senior secured bank
facility rating to 'BBB-' from 'BB+', and its convertible
preferred stock rating to 'B+' from 'B'. The Rating Outlook for
Chesapeake has been changed to Stable from Positive.

The change in Chesapeake's ratings are based on the significant
growth of the company in the past three years, Chesapeake's low
risk reserve profile and the conservative funding strategy
employed to finance the growth. Pro forma for the recently
announced property acquisitions (68 billion cubic feet equivalent
[bcfe] of proved reserves), Chesapeake has 3.6 trillion cubic feet
equivalent (tcfe) of reserves, approximately 91% larger than when
Fitch initially rated the credit. Additionally, production at
year-end was 796 million cubic feet equivalent (mmcfe) per day,
about 80% greater than in June 2001. Management currently
forecasts 2004 production at 910 mmcfe per day.

Chesapeake's reserve profile is relatively low risk. Approximately
74% of its reserves are proven developed producing with a reserve
life of nearly 12 years. Its proved developed producing (PDP)
reserve life at year-end was nearly nine years. Approximately 80%
of its reserves are in the very familiar Mid-Continent region and
10% are in the Permian Basin. Furthermore, 74% of Chesapeake's
reserves were externally prepared by third party engineers,
mitigating the potential for aggressive reserve bookings.

Two-thirds of Chesapeake's reserve growth in the past three years
has come through acquisitions. Notably, it has funded these
acquisitions in a relatively balanced manner through internally
generated cash flow as well as equity and debt issuances. From
2000 through 2003, Chesapeake raised nearly $900 million of equity
(common & preferred) while issuing $785 million of debt. As a
result, Chesapeake's debt per mcfe at year-end declined to $0.65
per mcfe from $0.73 per mcfe when Fitch initially rated the
credit. Pro forma for the recently completed $255 million
convertible preferred offering, this measure improved to
approximately $0.60 per mcfe. Chesapeake's debt per PDP mcfe was
$0.88 per mcfe at year-end versus $0.95 per mcfe in June 2001. Pro
forma for the recent convertible preferred offering this measure
improved to about $0.80 per mcfe.

Chesapeake's reserve replacement success, credit profile and
increased dividend payments were also considered in the rating.
Chesapeake's reserve replacement over the last three years was
more than 400% and its organic replacement during the same period
was about 141%, demonstrating the company's ability to grow
through the drill-bit. Chesapeake's adjusted interest coverage in
2003 was 5.5 times (x) and adjusted debt-to-EBITDA was less than
2.0x. In a mid cycle price environment ($3.50 per mcf natural gas
and $21 per barrel oil), Fitch is confident that Chesapeake could
generate adjusted interest coverage greater than 4.0x and adjusted
debt-to-EBITDA of less than 3.0x. Fitch also recognizes that
Chesapeake will have additional dividend requirements in 2004 due
to the recent convertible preferred offerings. However, Chesapeake
has no debt obligations for several years and its capital
expenditure budget for 2004 is $800 million, which should allow
the company to make the dividend payments through internally
generated cash flow.

The ratings also take into consideration ongoing discussions to
amend Chesapeake's existing credit facility as well as the use of
a new senior secured hedge facility. The amended senior secured
credit facility would increase Chesapeake's liquidity situation
and reduce the amount of collateral required. The senior secured
hedge facility would allow Chesapeake to hedge more production,
improve cash flow predictability and mitigate liquidity
constraints in a rising natural gas price environment. The hedge
facility is expected to have a collateral package similar to the
revolving credit agreement.

The Stable Rating Outlook is based on several factors including a
continued conservative funding strategy for future acquisitions, a
relatively unchanged risk profile with regards to its reserves and
stable lifting and finding costs.

Chesapeake is an Oklahoma City-based company whose primary focus
is the exploration, production and development of natural gas. Its
proved reserves are predominantly natural gas (90%), mostly proved
developed (74%), and are based in North America. Its operations
are concentrated in the Mid-Continent (80%), the Permian Basin
(10%) and South Texas (5%). The company has been active in
increasing its natural gas reserve base by making acquisitions
within its core areas of operation as well as through the
drillbit.


COMVERSE TECH: Improved Profits Spur S&P's Stable Ratings Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Woodbury, New York-based Comverse Technology Inc. to stable from
negative, based on improvements in the company's profitability
over the past several quarters, which is expected to continue. The
company's 'BB-' corporate credit and senior unsecured debt ratings
were affirmed.

Comverse is a leading supplier of software-driven voicemail and
related messaging systems to telecommunications carriers. The
company had $545 million of debt outstanding as of Jan. 31, 2004.

"Evidence of an uptick in capital spending by wireless
telecommunications operators--which has improved the prospects of
the Comverse Systems division--along with relatively strong
performance from Comverse's security and surveillance division,
have helped reverse declines in operating performance," said
Standard & Poor's credit analyst Joshua G. Davis.

Revenues grew year-over-year in each of the three quarters ended
Jan. 31, 2004, following year-over-year declines in the previous
seven quarters. After three negative quarters between July 2002
and January 2003, EBITDA profitability turned positive over the
past four quarters, reaching an estimated $19 million in the
quarter ended Jan. 31, 2004.

Comverse's ratings still reflect a relatively weak business
profile, which depends narrowly on the capital expenditures of
wireless telecommunications operators. In combination with the
company's strong financial profile--including a $1.7 billion net
cash position--the return to operational profitability provides
support at the current ratings level. Leverage remains high
because of currently modest levels of EBITDA profitability;
however, gradually improving profitability, combined with
the potential for debt reduction, should result in debt protection
metrics improving to levels that are more consistent with the
rating. Comverse had $545 million of funded debt as of Jan. 31,
2004. Standard & Poor's expects some of the debt will be retired,
particularly the approximately $120 million remaining portion of
the company's earlier convertible notes, which mature in 2005.


CONCERT IND.: Canadian Court Stretches CCAA Stay to April 30
------------------------------------------------------------
Concert Industries Ltd. (TSX: CNG) has been granted an extension
to April 30, 2004 of the initial order from the Quebec Superior
Court under the Companies' Creditors Arrangement Act.

The Company also announced that its Canadian bank line of credit
has been extended accordingly.

The extension has been granted to give the Company additional
time to receive and consider letters of intent from investors who
have expressed a serious interest in pursuing opportunities with
the Company and to complete negotiations with its senior secured
lenders with a view to filing a Plan of Arrangement by April 30,
2004.

The entire text of the Court order and the report of
PricewaterhouseCoopers, the Monitor, will be made available
through the Company's Web site at http://www.concert.ca/
and through the Monitors Web site at
http://www.pwc.com/brs-concertgroup

The Monitor has two telephone numbers (613-755-8741 and
514-205-5315) dedicated to Concert Industries, which creditors and
other interested parties may use to contact the Monitor.

Concert Industries Ltd. is a company specializing in the
development and manufacture of cellulose fiber based non-woven
fabrics using airlaid manufacturing technology. Concert's
products have superior absorbency capability and are key
components in a wide range of personal care consumer products,
including feminine hygiene and adult incontinence products. Other
applications include pre-moistened baby wipes, disposable medical
and filtration applications and tabletop products. The Company
has manufacturing facilities in Canada, in Gatineau and Thurso,
Quebec, and in Germany, in Falkenhagen, Brandenburg.


CONTINUCARE CORP: Renews $3 Million Revolving Credit Facility
-------------------------------------------------------------
Continucare Corporation (AMEX:CNU) has renewed its $3 million
working capital revolving credit facility and extended the
maturity date of the line of credit to March 31, 2005. The terms
and conditions of the line of credit remain substantially
unchanged except for the removal of a covenant requiring
Continucare to maintain a minimum fixed charge coverage ratio.

In connection with the renewal of Continucare's line of credit,
Dr. Phillip Frost, who beneficially owns approximately 52% of
Continucare's outstanding common stock, agreed to reaffirm his
personal guarantee of the credit facility. In consideration for
the reaffirmation of his personal guarantee, Continucare will
issue 300,000 shares of common stock to Dr. Frost.

Commenting on the renewal of the credit facility, Richard C.
Pfenniger, Jr., said, "We are pleased to have renewed our
revolving credit facility. With this accomplished, we can continue
our effort to improve operating performance and our overall
financial condition."

Continucare Corporation -- http://www.continucare.com/--
headquartered in Miami, Florida, is a holding company with
subsidiaries engaged in the business of providing outpatient
physician care services through managed care, Medicare direct and
fee for service arrangements.

                        *   *   *

In its latest Form 10-Q filed with the Securities and Exchange
Commission, Continucare reported:

"Although our financial statements have been prepared assuming we
will continue as a going concern, there is significant uncertainty
as to whether we will be able to fund our obligations and satisfy
our debt obligations as they become due in Fiscal 2004. At
December 31, 2003, the working capital deficit was $3.9 million,
total indebtedness accounted for approximately 68.3% of our total
capitalization and we had principal and interest of approximately
$2.2 million outstanding under our credit facility.

"Our credit facility matures on March 31, 2004, is personally
guaranteed by our principal shareholder and a member of our board,
contains, among other things, a financial covenant that requires
us to maintain a fixed charge coverage ratio of 1.05 to 1.00
beginning December 31, 2003 and measured quarterly thereafter and
is collateralized by all of our assets. While we were in
compliance with the financial covenant at December 31, 2003, there
can be no assurances that we will be able to remain in compliance
with this financial covenant as required by the credit facility.
Our failure to satisfy this financial covenant could result in a
default under our credit facility. Based on our current cash flow
projections, it is unlikely that we will have sufficient funds
available to fully repay the credit facility on or before March
31, 2004. Uncertainty exists as to whether we will be able to
extend or replace the credit facility without extending the
personal guarantee of our principal shareholder or finding
replacement guarantees, and there can be no assurance that we will
be able to obtain such guarantees. Additionally, if we are not in
compliance with the financial covenant at March 31, 2004, it could
adversely impact our ability to extend or replace the credit
facility or obtain any personal guarantees that might be required.
There can be no assurance that we will be successful in our
attempts to either repay, extend or replace the credit facility
and, if so, if this will occur on terms acceptable to us.

"On October 31, 2004, $1.1 million of the outstanding principal
balance of our Convertible Subordinated Notes Payable is due.
Based on our current cash flow projections, it appears unlikely
that we will have sufficient funds available to make this
principal payment. There can be no assurances that we will be
successful in our attempts to either pay this principal payment,
negotiate a revised maturity schedule, or obtain new financing to
replace these Notes and, if so, if this will occur on terms
acceptable to us."


COVANTA ENERGY: Court Clears Tampa Bay Water Settlement
-------------------------------------------------------
Vincent E. Lazar, Esq., at Jenner & Block, in Chicago, Illinois,
relates that in December 2000, S&W Water LLC, as water developer,
and Debtor Covanta Tampa Bay, Inc., as contractor, entered into a
contract for the engineering, procurement and construction of a
state-of-the art seawater desalination facility in the Tampa,
Florida area.  On April 29, 2002, Tampa Bay Water purchased the
Facility and succeeded S&W's rights and obligation under the EPC
Contract while Debtor Covanta Tampa Construction, Inc. succeeded
CTB's rights and obligations.  On September 25, 2002, CTB entered
into an O&M Agreement, which provided that it would operate,
maintain and repair the Facility after construction is completed.

On November 13, 2003, TBW filed a complaint for possession and
permanent injunction that would allow it to enter the Facility
with its own subcontractors and materialmen to correct alleged
deficiencies in the Facility and operate the Facility until the
alleged deficiencies had been corrected.

Subsequently, TBW asked the Court to:

   (a) temporarily restrain CTCI from operating the Facility and
       permitting TBW to assume operation of the Facility pending
       a hearing on and determination of its permanent injunction
       request; and

   (b) grant a preliminary injunction modifying the automatic
       stay to allow TBW to enter the Facility to correct alleged
       deficiencies and thereafter operate the Facility on an
       interim basis.

On November 25, 2003, the Court denied TBW's request and directed
the parties to mediate their disputes.  After TBW amended its
complaint on December 24, 2003, disputes then arose between TBW
and CTCI.

Mr. Lazar points out that CTCI and CTB are not parties to the
confirmed Second Plans.  They are considering submitting their
own reorganization plans at some later date.

Mediation was successful.  The parties agreed to settle their
disputes to avoid the continued expense and uncertainty of
litigation.  The principal provisions of the Settlement Agreement
are:

A. Upon confirmation of a plan of reorganization for CTCI, TBW
   will pay to CTCI $4.95 million.  That amount will include a
   maximum of $550,000 to be paid to subcontractors with valid
   claims for certain subcontracts previously assigned to TBW,
   which claims may be paid under the Settlement Agreement prior
   to confirmation of a plan.

B. CTCI will provide to TBW a list of all outstanding
   subcontracts and purchase orders, and will retain
   responsibility for outstanding amounts under all contracts and
   purchase orders that have not been assigned to TBW.

C. CTCI and TBW will exchange mutual global releases, including
   releases of claims against those certain CTCI sureties,
   Federal Insurance Co. and National Union Fire Insurance Co. of
   Pittsburgh, PA, under Bond No. 81829213-229659 issued May 30,
   2001.

D. King Engineering, a subcontractor that worked on elements of
   the design and construction of the Facility, will sign and
   seal all as builts.  The signed and sealed as builts, as well
   as all non-privileged records and documents of the Facility,
   will be transferred to TBW.  Should King Engineering refuse to
   sign and seal all as builts, the parties agree to jointly
   pursue King in any necessary legal or other action.

E. The Debtors will provide to TBW administrative information to
   close insurance and will waive any claims for insurance
   premium rebates or return of insurance claim reserve funds.
   CTCI will be responsible only for premiums on the policies it
   placed and will not be responsible for any payments on
   insurance policies placed by TBW.

F. CTCI will assign to TBW all existing warranties "as is."  CTCI
   will also quitclaim to TBW, free and clear of all liens,
   claims and encumbrances, all assets of the Facility "as is"
   and will not remove any project assets from the Facility site.
   CTCI will also quitclaim to TBW its interests in the pilot
   plant at the Facility.

G. CTCI will assign to TBW all claims against non-Covanta
   affiliated entities that are related to the Facility.  Any
   recovery to which TBW is entitled on any of those claims will
   be reduced by the amount the Third Parties would be entitled
   to receive as an actual distribution from CTCI's and CTB's
   bankruptcy cases.  Until all claims against the Debtors have
   been discharged, any settlement or compromise with any Third
   Party of claims related to the Facility will include a full
   release of the Debtors.

H. With respect to CTCI's current employees:

      (a) TBW will aggressively pursue the transition of the 16
          full-time operations employees to a new operator
          without interruption in pay or benefits;

      (b) If TBW has not hired a new operator at the time the
          Facility is surrendered, each unhired hourly wage
          operations personnel, not to exceed 12 persons, will
          receive a severance package of three months' wages;

      (c) Upon surrender of the Facility, if the plant manager
          has not been hired by the new operator or TBW, TBW will
          retain the plant manager for a minimum of 90 days as an
          independent consultant at the plant manager's wage
          level as of December 31, 2003, plus one month of
          severance pay; and

      (d) The Debtors will use their best efforts to ensure the
          continuing services of two Covanta employees to assist
          in the transition.

I. Debtors CTCI and CTB will file a joint plan of reorganization
   consistent with the settlement provisions, which includes
   releases of and injunctions against all direct and indirect
   claims against the Debtors that are related to the Facility,
   claims against the Facility for which the Debtors may be
   liable, and the Debtors' own claims against TBW.  The Plan
   will also contain provisions for the disallowance of all Third
   Party claims against the Debtors.  Moreover, TBW agrees that
   the Plan may provide for the payment of valid intercompany
   administrative claims incurred by CTCI, up to $3,400,000.

J. TBW will pay for product water delivered by CTCI until the
   Facility is placed on "hot-standby."  During periods of "hot-
   standby," TBW will pay $225,000 per month, plus the cost of
   wastewater storage and disposal.  If the Facility is
   restarted, CTCI will be paid all out-of-pocket costs related
   to start up and operation, plus an additional 5%.  CTCI will
   not be obligated to continue operating the Facility beyond 30
   days after the final date of the settlement and may, at its
   election, surrender possession of the Facility to TBW with
   seven days' notice any time after the expiration of those 30
   days.

K. TBW will be responsible for any uninsured losses or claims
   arising from the Facility after the date of the Settlement
   Agreement, provided they are not attributable to the Debtors'
   gross negligence or willful misconduct.

L. The O&M Agreement and the EPC Contract between CTCI and TBW
   will be assigned as directed by TBW as will certain additional
   contracts to be designated by TBW, provided that the
   assignments do not impose additional obligations on the
   Debtors.  Any assignee will provide the Debtors with a general
   release of all potential claims stemming from the assignment.
   If TBW does not direct any assignment, the contract will be
   deemed rejected and terminated without further liability to
   any party.

Mr. Lazar points out that the Settlement Agreement will result in
the estate's recovery of nearly $5,000,000 and will end the
expenditure of substantial additional amounts related to
optimization of and the cure of alleged deficiencies at the
Facility.

At the Debtors' request, the Court authorizes the Debtors to
enter into the Settlement Agreement.

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)


DAN RIVER: Files Voluntary Chapter 11 Petition in N.D. Georgia
--------------------------------------------------------------
Dan River Inc. (OTC:DVER) has filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code to facilitate a
restructuring of the Company's debt. In conjunction with the
filing, Dan River has received a commitment for up to $145 million
in new debtor-in-possession (DIP) financing. Upon Bankruptcy Court
approval, the DIP financing will help provide funding for the
Company's ongoing operations. Dan River expects to utilize the
Chapter 11 process to reduce its debt and strengthen its balance
sheet. The Company emphasized that the restructuring process is
not expected to impact its ability to fulfill its obligations to
its employees or customers.

Joseph L. Lanier, Jr., Chairman and CEO of Dan River emphasized
that the filing was primarily necessitated by the Company's over-
leveraged balance sheet. "This restructuring, once fully
implemented, should provide Dan River with a much improved balance
sheet and a capital structure that is more appropriate for the
current economic and market conditions," Lanier said.

"The strength of our operations and our ability to generate
positive cash flow distinguish Dan River from other companies in
our industry that have gone through this process and failed," said
Lanier. "In the last several months we have taken steps to reduce
our costs by streamlining our operations. We have closed
manufacturing facilities, reduced our workforce, and eliminated
excess inventory. We believe that the financial restructuring will
allow us to emerge from Chapter 11 with a much-improved balance
sheet and a healthy business that is positioned to achieve long-
term success," Lanier said.

"We believe that, under the circumstances, filing for Chapter 11
was the best course of action for Dan River. This action enables
us to continue operating our business without interruption while
implementing a debt restructuring in a Court-supervised and
controlled environment," Lanier said.

"We do not anticipate that our customers and suppliers will
experience a change in the way we do business with them," said
Lanier. "We have taken steps to make sure that vendors get paid in
full in the ordinary course of business for all goods and services
provided after the filing date, and that our customers continue to
receive the same high quality goods and services to which they are
accustomed. Our new DIP financing, combined with the Company's
cash from operations, is expected to provide sufficient funding
for operations during the Chapter 11 process."

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 qualified employee benefits programs will remain
intact.

Lanier also emphasized that the Company's relatively simple
capital structure should expedite the restructuring process and
said that the Company was hopeful it would be able to emerge from
Chapter 11 by the end of the year.

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

The Company's Chapter 11 petitions were filed in the United States
Bankruptcy Court for the Northern District of Georgia, Newnan
Division. Details regarding the filing can be found at
http://www.danriver.com/and at http://www.bmccorp.net/danriver/

The Company also announced that its Annual Report on Form 10-K is
expected to be filed on or about April 19, 2004 and that its
Annual Meeting of Shareholders, originally scheduled for April 30,
2004, has been postponed until a date to be determined by the
Board of Directors.

Dan River Inc. is a leading manufacturer and marketer of textile
products for the home fashions, apparel fabrics and industrial
textiles markets. The company designs, manufactures and markets a
coordinated line of value-added home fashions products consisting
of bedroom furnishings such as comforters, sheets, pillowcases,
shams, bed skirts, decorative pillows, and draperies for the
adult, juvenile, and institutional markets. Dan River also
manufactures and markets a broad range of high quality woven
cotton and cotton blend fabrics for apparel. Additionally, Dan
River manufactures and markets specialty engineered textile
products used in making high-pressure hoses and other industrial
products.


DAN RIVER INC: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Dan River Inc.
             aka Dan River
             aka Dan River Factory Stores, Inc.
             aka Dan River Factory Outlet
             aka Bibb
             aka Bibb Engineered Products
             aka Linens By Dan River
             P.O. Box 261
             Danville, Virginia 24543

Bankruptcy Case No.: 04-10990

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Dan River International Ltd.               04-10991
The Bibb Company LLC                       04-10992
Dan River Factory Stores, Inc.             04-10993

Type of Business: The Debtor is a designer, manufacturer and
                  and marketer of textile products for the home
                  fashions, apparel fabrics and industrial
                  markets.  See http://www.danriver.com/

Chapter 11 Petition Date: March 31, 2004

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtors' Counsel: James A. Pardo, Jr.
                  King & Spalding
                  191 Peachtree Street, Suite 4900
                  Atlanta, GA 30303-1763
                  Tel: 404-572-4600

Total Assets: $441,800,000

Total Debts:  $371,800,000

Debtors' 30 Consolidated List of Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
HSBC Bank USA, Trustee for    Senior Notes          $167,339,000
Senior Notes
452 Fifth Avenue
New York NY 10018-2706

SunTrust Bank, Trustee        Pollution Control       $3,257,750
919 E. Main Street            Bonds
Richmond, VA 23219

Richard L. Williams           Nonqualified Plan         $986,000
59 Warren Place               benefits
Montclair, NJ 07042

Kmart Corp.                   Customer loads and        $739,000
1300 West Big Beaver          allowances
Troy, MI 48084

American Electric Power       Accrued utilities         $702,328
P.O. Box 24404
Canton, OH 44701-4404

Scana Energy Marketing, Inc.  Accrued utilities         $611,870
1426 Main St.
Palmetto Center MC 072
Columbia, SC 29201

P. Kaufman, Inc.              Unpaid invoices           $603,129
P.O. Box 19173-A
Newark, NJ 07195-0173

Teijin Akra, S.A. de C.V.     Unpaid invoices           $579,543
1100 Matamoros St.
Laredo, TX 78040

EuroVista                     Unpaid invoices           $563,911
40 Wall Street, 23rd Floor
New York, NY 10005-1339

Nanya Plastic Corp. America   Unpaid invoices           $533,479
P. O. Box 1067
Charlotte, NC 28201

Spider-Man Merchandising LP   Accrued royalties         $481,008
10202 W. Washington Blvd.
Culver City, CA 90232

Robert S. Small               Nonqualified Plan         $450,000
14 Mt. Vere Ct.               benefits
Greenville SC 29607

Elliot H. Baum                Nonqualified Plan         $438,000
2905 Round Hill Rd.           benefits
Greensboro, NC 27408

Wellman Inc.                  Unpaid invoices           $429,993
5146 Parkway Plaza Blvd.
Charlotte, NC 28217

Grover S. Elliot              Nonqualified Plan         $392,000
P.O. Box 26376                benefits
Greenville SC 29616

Lester A. Hudson, Jr.         Nonqualified Plan         $388,000
517 McDaniel Ave              benefits
Greenville SC 29605

Honeywell/Allied Signal Inc.  Unpaid invoices           $371,678
P.O. Box 33051
Newark, NJ 07188-0051

Cht. R. Beitlich Corp.        Unpaid invoices           $357,563
P.O. Box 60768
Charlotte, NC 28260

Inland Paperboard & Pkg. Inc  Unpaid invoices           $323,434
102368 Annex 68
Atlanta, GA 30368

William J. Mika               Nonqualified Plan         $322,000
321 Connestee Trail           benefits
Brevard NC 28712

Sears Canada (Retail)         Customer loads and        $320,398
222 Jarvis Street             allowances
Toronto ONT M5B 2B8

Alpha Decade First            Unpaid invoices           $310,184
60B Commerce Place
Hicksville, NY 11801

City of Danville Div. Cent.   Accrued utilities         $300,517
Coll.
P.O. Box 3308
Danville, VA 24543-3308

Sunstates Maintenance Corp.   Unpaid invoices           $260,909
P.O. Box 77138
Greensboro, NC 27417

Noveon, Inc.                  Unpaid invoices           $221,774

NASCAR Licensing Group        Accrued royalties         $217,708

Progressive Screen Engraving  Unpaid invoices           $216,294

Hearst Magazine Brand Devt.   Accrued royalties         $209,537

Robert C. Crawford            Nonqualified Plan         $206,000
                              benefits

Cargill Cotton                Unpaid invoices           $193,682


DPL: Lenders Agree to Waive Loan Default from 10-K Filing Delay
---------------------------------------------------------------
DPL Inc. (NYSE:DPL) said that the Audit Committee of the Company's
Board of Directors is expected to complete its review of the
previously disclosed matters recently raised by a company employee
as soon as practicable.

As such, the Company will not timely file its annual report on
Form 10-K for the year ending December 31, 2003. As previously
reported, DPL expects that its 2003 financial statements will not
differ materially from the Company's announced unaudited 2003
results.

DPL said that the delay in obtaining certified financial
statements constitutes an event of default under its term loan and
revolving credit facilities. However, the Company has obtained
waivers from its lenders. No amounts are outstanding under such
facilities and no amounts may be drawn prior to the filing of
certified financials. The failure to deliver certified financial
statements results in non compliance under the Company's other
debt agreements but does not result in an immediate event of
default.

DPL said it has the liquidity and resources to meet its near term
financial needs, including the redemption of its Senior Notes
6.82% Series due April 6, 2004. DPL has cash of approximately $590
million, which includes the $175 million obtained through a
private placement of senior notes on March 25, 2004.

                        About DPL

DPL Inc. is a diversified, regional energy company. DPL's
principal subsidiaries include The Dayton Power & Light Company
(DP&L) and DPL Energy. DP&L provides electric services to over
500,000 retail customers in West Central Ohio. DPL Energy markets
over 4,600 megawatts of generation capacity throughout the eastern
United States. DPL Inc., through its subsidiaries, ranks among the
top energy companies in generation efficiency and productivity.
Further information can be found at http://www.dplinc.com/


ELCOM INTL: May File for Bankruptcy if Unable to Secure Financing
-----------------------------------------------------------------
Elcom International, Inc. (OTC Bulletin Board: ELCO), a leading
international provider of remotely- hosted eProcurement and
Marketplace solutions announced that it filed its Annual Report on
Form 10-K on March 29, 2004. The Company also announced that its
nominated advisor in the U.K. has filed a Schedule One with the
London Stock Exchange associated with the Company's proposed
admission to trading on the Alternative Investment Market.

Under the rules of AIM, any company applying to have its shares
admitted to AIM must inter alia file a Schedule One (as set out in
the AIM rules) which contains summary information on the company,
the shares to be admitted and the major shareholders in the
company. The Schedule One is required to be filed at least ten
business days before the expected date of admission to AIM and is
updated with final information, usually three days prior to the
date of admission. The Company has now filed a Schedule One with
the London Stock Exchange and intends to file an updated Schedule
One when the details of the placing are finalised.

The Company intends to agree to issue and sell common shares to
investors in the U.K. during early April 2004, subject to the AIM
Listing becoming effective. The new Elcom shares of common stock
would be issued in reliance on the exemption from registration
under Regulation S under the Securities Act of 1933 for offshore
private or public placements. Under Regulation S, the new shares
would not be able to be resold to U.S. persons or to other persons
located in the U.S., but may otherwise be traded in the United
Kingdom and offshore without other restrictions. The shares
proposed to be traded on the AIM exchange will not commingle with
the Company's stock traded on the OTCBB until and unless the
Company registers the shares listed on AIM, via an S-1
Registration Statement with the SEC. The funds to be derived from
such proposed sale of common shares would be used to support the
Company's working capital requirements until the Company achieves
positive cash flow, which management expects to occur in 2005. The
Company is seeking to raise approximately #1.6 million to #2.0
million (approximately $2.9 million to $3.6 million) via this
issuance and sale of common shares in the U.K. As of this date,
the Company's nominated advisor in the U.K. has received written
indications of interest for the sale of its common shares in the
U.K. of over #1.7 million (approximately $3.1 million), which is
above the minimum range desired by the Company, at a price equal
to the conversion rate of the Company's recent placement(s) of
Convertible Debentures of $0.1246 per share. See "Recent Sales of
Unregistered Securities - Convertible Debentures" in the Company's
Form-10K. The agreement to purchase and pricing of this sale of
common shares occurs several days prior to the AIM Listing and the
pricing thereof is not necessarily indicative of the price at
which the shares will trade on the AIM. There can be no assurance
that the sale of any common shares in the U.K. or the AIM Listing
associated therewith, will be consummated. In the event common
shares are not sold and/or the AIM Listing is not consummated, the
Company would be forced to seek other alternative financing. There
can be no assurance that any such financing could be realized by
the Company, if at all, and on what terms. If the Company is
unable to consummate any financing or receive loaned monies to
provide sufficient working capital, the Company would be forced to
seek protection under bankruptcy laws. The Company expects certain
Elcom stockholders, which may include the Chairman and CEO and
Vice Chairman and Director, to provide bridge loans to the Company
for funds during the period leading up to the proposed AIM
Listing.

The above referenced shares of common stock of Elcom have not been
registered under the Securities Act of 1933 and may not be offered
or sold in the United States (or to a U.S. person) absent
registration or an applicable exemption from the registration
requirements.

Robert J. Crowell, Elcom International's Chairman and CEO, said,
"We are pleased at the prospect of being listed on the London
Stock Exchange's AIM. We believe this listing on the AIM exchange,
if consummated as anticipated, is expected to allow the Company to
raise sufficient funds to allow it to support its growth and
expansion. In addition, the Company anticipates that it will be
the recipient of future research in the U.K., which will raise the
awareness of the Company to U.K. potential investors. Further,
once the Company receives funding from the proposed sale of
shares, we anticipate filing an amended Form 10-K which would
contain an unqualified opinion as to the Company's ability to
continue as a going concern. It is interesting to note that while
the capital markets in the United States are severely constrained,
especially for smaller capitalized companies, capital is available
for growing companies through the London Stock Exchange's AIM. We
believe the AIM Listing will allow Elcom to create a new
foundation for the Company."

                  Elcom Product Offerings

For detailed information on our PECOS(TM) technology and optional
Dynamic Trading functionality, go to:

       http://www.elcominternational.com/products.htm

            About Elcom International, Inc.

Elcom International, Inc. (OTC Bulletin Board: ELCO) is a leading
international provider of remotely-hosted eProcurement and private
eMarketplace solutions. Elcom's innovative remotely-hosted
technology establishes the next standard of value and enables
enterprises of all sizes to realize the many benefits of
eProcurement without the burden of significant infrastructure
investment and ongoing content and system management. PECOS
Internet Procurement Manager, elcom, inc.'s remotely-hosted
eProcurement and eMarketplace enabling platform was the first
"live" remotely-hosted eProcurement system in the world.
Additional information can be found at:

            http://www.elcominternational.com/


EL POLLO LOCO: Inks Deal Rewarding Customers for Feedback
---------------------------------------------------------
El Pollo Loco, Inc., the nation's leading quick-service restaurant
chain specializing in flame-grilled chicken, recently signed an
agreement with Tell Us About Us, Inc. to provide ongoing customer
feedback services to its more than 300 restaurants.

Upon completion of a three-minute survey via the web or telephone,
customers receive a code for $1.00 off on their next visit to an
El Pollo Loco restaurant.

                             *   *   *

Standard & Poor's Ratings Services assigned its 'CCC+' rating to
quick-service restaurant operator EPL Intermediate Inc.'s (a
holding company for El Pollo Loco Inc.) proposed $40 million
senior unsecured discount note offering due 2010. The notes will
be issued under Rule 144A with registration rights, and they will
be structurally subordinated to the debt at the operating
company. Proceeds will be used to pay a dividend to shareholders.

At the same time, Standard & Poor's lowered its ratings on El
Pollo Loco Inc. The corporate credit rating was lowered to 'B'
from 'B+'. The outlook is stable. The rating action is based on
the company's increased debt leverage. The new notes will add $40
million of incremental debt and will continue to accrete until
2009 when they become cash pay.


EMAGIN CORP: Prepares Prospectus for Resale of 7.6 Million Shares
-----------------------------------------------------------------
eMagin Corporation has prepared a prospectus relating to the
resale by selling stockholders, who invested in eMagin on
January 9, 2004, of up to 7,654,636 shares of the Company's common
stock, including up to 4,312,215 shares issuable upon the exercise
of common stock purchase warrants. All these securities were
previously issued on January 9, 2004. The selling stockholders may
sell common stock from time to time in the principal market on
which the stock is traded at the prevailing market price or in
negotiated transactions.

The selling stockholders may be deemed underwriters of the shares
of common stock, which they are offering. eMagin will pay the
expenses of registering these shares.

eMagin's common stock is registered under Section 12(g) of the
Securities Exchange Act of 1934 and is listed on the American
Stock Exchange under the symbol "EMA". The last reported sales
price per share of its common stock as reported by the American
Stock Exchange on February 4, 2004, was $2.39.

eMagin is a developer and manufacturer of optical systems and
microdisplays for use in the electronics industry.  eMagin's
wholly-owned subsidiary, Virtual Vision Inc., develops and markets
microdisplay systems and optics technology for commercial,
industrial and military  applications.

At September 30, 2003, eMagin's balance sheet shows a total
shareholders' equity deficit of $3,499,669.


ENRON CORP: ENA Asks Court to Okay MEGS Sale Bidding Protocol
-------------------------------------------------------------
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 Enron
North America Corp. 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.

MEGS received a loan from ENA.  Through a series of intercompany
transactions, MEGS has loan payment obligations to EFS.

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.

                        *   *   *

To maximize the values of the Assets, ENA seeks the Court's
authority to implement this competitive bidding process:

A. Auction Date and Time

   The Auction will be held on April 26, 2004, commencing at
   10:00 a.m. Eastern Time at the offices of LeBoeuf, Lamb,
   Greene & MacRae LLP, at Reliant Energy Plaza, 1000 Main
   Street, Suite 2550, in Houston, Texas.

B. Adjournment of Auction

   The Auction may be adjourned as MEGS, upon consultation with
   the Creditors Committee, deems appropriate.  Reasonable
   notice of the adjournment and the time and place for the
   resumption of the Auction will be given to MEGS Acquisition,
   all entities submitting Competing Bids, and the Creditors
   Committee.

C. Qualification as Bidder

   Any entity that wishes to make a bid for the Assets must
   provide MEGS with sufficient and adequate information to
   demonstrate, to the sole and absolute satisfaction of MEGS,
   upon consultation with the Creditors Committee, that it has
   the financial wherewithal and ability to consummate the
   transactions contemplated in the purchase agreement submitted
   with the Competing Bid, including evidence of adequate
   financing commitments, and including, without limitation, a
   parent guaranty, if deemed appropriate.

D. Bid Requirements

   * MEGS, upon consultation with the Creditors Committee, will
     entertain bids that are on substantially the same terms and
     conditions as those terms set forth in the Purchase
     Agreement and the documents set forth as exhibits thereto;

   * Each Competing Bid must be accompanied by $1,000,000 cash
     deposit;

   * Prior to the Bid Deadline, the Deposit is to be made by:

     (1) wire transfer to the account of an escrow agent; or

     (2) cashier's check;

   * If a bidder, other than MEGS Acquisition, is the Winning
     Bidder, then immediately upon execution of a purchase
     agreement with MEGS, the Winning Bidder will direct the
     transfer of its Deposit into an escrow account as required
     by the purchase agreement;

   * Competing Bids must be (a) in writing, (b) signed by an
     authorized individual, and (c) received no later than 12:00
     noon Eastern Time on April 22, 2004 by:

     (1) MEGS, LLC, c/o Enron North America Corp.;

     (2) LeBoeuf, Lamb, Greene & MacRae, LLP;

     (3) The Blackstone Group LP; and

     (4) Milbank, Tweed, Hadley & McCloy LLP;

   * Any Competing Bid must be presented under a contract
     substantially similar to the Purchase Agreement with MEGS
     Acquisition, marked to show any modifications;

   * The initial overbid must be in an amount that is at least
     $231,060 greater than the Purchase Price;

   * Parties not submitting Competing Bids by the Bid Deadline
     may not be permitted to participate at the Auction; and

   * All bids for the purchase of the Assets will be subject to
     the Court's approval.

E. Due Diligence, Consent and Questions Prior to Submitting Bids

   To conduct due diligence regarding the Assets, contact Jeff
   Bartlett, ENA, 1221 Lamar, Suite 1600, Houston, Texas
   77010-1221, (jeff.bartlett@enron.com); Facsimile: (713)
   646-3702, for the due diligence procedures.  Before a
   party will be allowed to conduct due diligence, if not
   previously executed, it must execute a Confidentiality
   Agreement.

F. Auction

   * MEGS will, after the Bid Deadline and prior to the Auction,
     upon consultation with the Creditors Committee:

     (a) evaluate all Competing Bids received;

     (b) invite all Qualified Bidders to participate in the
         Auction; and

     (c) determine which Competing Bid reflects the highest or
         best offer for the Assets;

   * MEGS, in consultation with the Creditors Committee, may
     reject any Competing Bid that is not in conformity with the
     requirements of the Bankruptcy Code, the Bankruptcy Rules,
     the Local Rules of the Court, the Bidding Procedures Order
     or that is contrary to the best interests of MEGS, ENA, its
     estate or its creditors;

   * Subsequent bids at the Auction, including those of MEGS
     Acquisition, must be in increments of at least $100,000
     more than the highest prior bid; and

   * All Competing Bids, the Auction, and the Bidding Procedures
     are subject to other terms and conditions as are announced
     by MEGS, in consultation with the Creditors Committee.  The
     Bidding Procedures may be modified by MEGS, in consultation
     with the Creditors Committee, as may be determined to be in
     the best interests of MEGS, ENA, its estates or its
     creditors.

G. Irrevocability of Certain Bids

   The Winning Bidder's bid will remain open and irrevocable in
   accordance with the terms of the purchase agreement executed
   by the Winning Bidder.  The bid of the next highest bidder
   -- the Backup Bidder -- will remain open and irrevocable
   until the earlier to occur of (i) the consummation of a sale
   of the Assets and (ii) 90 days after the last date of the
   Auction.  If MEGS Acquisition is neither the Winning Bidder
   nor the Back-up Bidder, then the highest or best bid it
   submitted will, in addition to the bids of the Winning Bidder
   and the Back-up Bidder, remain irrevocable in accordance with
   the terms of the Purchase Agreement.

H. Retention of Deposits

   MEGS will retain the Winning Bidder's Deposit in accordance
   with the terms of the purchase agreement executed by the
   Winning Bidder.  The Deposit of the Back-up Bidder will be
   held until the earlier to occur of (i) consummation of a sale
   of the Assets and (ii) 90 days following the last date of the
   Auction.  If MEGS Acquisition is neither the Winning Bidder
   nor the Back-up Bidder, then, in addition to the retention of
   the Deposits of the Winning Bidder and the Back-up Bidder,
   its Deposit will be retained by the Debtors in accordance
   with the terms of the Purchase Agreement.

I. Failure to Close

   In the event a bidder is the Winning Bidder and it fails to
   consummate the proposed transaction by the closing date for
   any reason, MEGS (i) will retain the Deposit of this bidder,
   to the extent provided in the purchase agreement it executed,
   (ii) maintain the right to pursue all available remedies,
   whether legal or equitable, available to it subject to the
   terms of the purchase agreement it executed, and (iii) upon
   consultation with the Creditors Committee, will be free to
   consummate the proposed transaction with the next highest
   bidder without the need for an additional hearing or Court
   Order.

J. Non-Conforming Bids

   Notwithstanding anything to the contrary, MEGS, in
   consultation with the Creditors Committee, will have the
   right to entertain non-conforming bids that do not conform to
   one or more of the requirements set forth in the bidding
   procedures.

K. Expenses

   Except as provided in the Purchase Agreement, any bidders
   presenting bids will bear their own expenses in connection
   with the sale of the Assets, whether or not the sale is
   ultimately approved.

L. Conflicts

   Any conflicts between the terms and provisions of the
   Bidding Procedure Order and any purchase agreement executed
   by MEGS and a bidder will be resolved in favor of the Bidding
   Procedures Order.

Herbert K. Ryder, Esq., at LeBoeuf, Lamb, Greene & MacRae LLP, in
New York, contends that the proposed Bidding Procedures are fair
and reasonable because:

   (a) the Break-up Fee and the establishment of the Minimum
       Overbid Amount are material inducements for, and
       conditions of, MEGS Acquisition's entry into the Purchase
       Agreement;

   (b) the Bidding Procedures will foster competitive bidding
       for the Assets and will confer a benefit to MEGS at least
       equal to the Break-up Fee;

   (c) payment of the Break-up Fee will not diminish or
       otherwise affect ENA, its estate or creditors; and

   (d) MEGS will not terminate the Purchase Agreement so as to
       incur the obligation to pay the Break-up Fee unless to
       accept a higher bid. (Enron Bankruptcy News, Issue No. 103;
       Bankruptcy Creditors' Service, Inc., 215/945-7000)


FETLA'S TRADING: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Fetla's Trading Post Inc.
        5601 Carriageway Drive
        Rolling Meadows, Illinois 60008

Bankruptcy Case No.: 04-12235

Type of Business: The Debtor is a sporting goods retailer.
                  See http://www.fetlastrading.com/

Chapter 11 Petition Date: March 29, 2004

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Arthur G. Simon, Esq.
                  Dannen Crane Heyman & Simon
                  135 South Lasalle Street Room 1540
                  Chicago, IL 60603
                  Tel: 312-641-6777

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Nations Best Sports                         $61,414

City of Gary c/o James B. Meyer             $49,500

Browning                                    $34,928

Leisure Life Limited                        $33,083

Thompson/Center Arms Co., Inc.              $32,288

The Times                                   $29,405

Old Town Canoe                              $26,129

Red Wing Shoe Co.                           $25,872

Radio One Communications                    $24,396

Manco Powersports                           $22,000

Watermark                                   $20,931

Pelican                                     $17,990

Flocchi Ammunition                          $16,471

Wolverine                                   $16,176

Sports Specialists                          $16,116

Faber Brothers                              $13,510

USA Works by Sapko Int'l                    $12,540

Sigarms, Inc.                               $11,352

Landnsea/Barclay                            $10,588

Plano Molding Company                       $10,537


FLOWSERVE CORPORATION: 2003 Form 10-K Still Not Yet Ready
---------------------------------------------------------
Flowserve Corp. (NYSE:FLS) said it is still in the process of
preparing to file its Form 10-K with the Securities and Exchange
Commission due to the length of time needed to complete its
financial statements and the audit of its 2003 results. The
company now estimates that this filing will occur around mid-
April.

On Feb. 3, 2004, the company announced its intention to restate
its financial results for the nine months ended Sept. 30, 2003 and
full years 2002, 2001 and 2000. The restatement predominantly
corrects inventory and related balances and cost of sales.

Though the analysis of the restatement and the 2003 audit are
ongoing, the company continues to forecast that the impact of the
restatement and other post closing adjustments related to 2003
will not affect its net income by more than 5 percent from the
Feb. 3, 2004 preliminary estimated net income for full-year 2003
of $1.20 per share before special items and 93 cents a share after
special items, as previously announced on March 15, 2004. The
company believes that none of the estimated restatement
adjustments will adversely affect its operations going forward.

Flowserve Corp. (S&P, BB- Corporate Credit Rating, Stable) is one
of the world's leading providers of industrial flow management
services. Operating in 56 countries, the company produces
engineered and industrial pumps for the process industries,
precision mechanical seals, automated and manual quarter-turn
valves, control valves and valve actuators, and provides a range
of related flow management services.


FOAMEX INT'L: Inks Pact Releasing Marshakk Cogan from Post
----------------------------------------------------------
On February 22, 2004, Foamex International Inc. and Marshall S.
Cogan executed a Separation Agreement and General Release setting
forth the terms and conditions relating to Marshall S. Cogan's
resignation from the Board of Directors of the Company and certain
of its subsidiaries and termination of his employment with the
Company.

As part of that Agreement and Release Foamex agreed that it will
pay Cogan (i) a lump sum payment of U.S. $405,000 (less
appropriate tax withholdings as determined by Foamex in good
faith) by wire transfer or check on the next business day after
the seven-day waiting period set forth in paragraph 26 of the
Agreement has expired, and (ii) 52 bi-weekly payments of U.S.
$19,230.77 each (less appropriate tax withholdings as determined
by Foamex in good faith) for a twenty-four (24) month period
commencing in March 2004. Such bi-weekly payments shall be made by
wire transfer or check in accordance with the regular Foamex
payroll calendar beginning on the next pay day in March 2004 after
the seven-day waiting period set forth in paragraph 26 of the
Agreement has expired.  Cogan also will be offered the opportunity
to elect continued group insurance coverage in accordance with the
terms of COBRA and if he elects COBRA, he will be solely liable
and responsible for any premiums for such coverage.  In addition,
Cogan will be eligible to be reimbursed for any reasonable
expenses incurred by him in connection with his employment with
Foamex prior to the Effective Date, in accordance with applicable
Foamex expense reimbursement policies.  Subject to any defenses
otherwise  available to Foamex, if Foamex fails to make any of the
monthly payments contemplated in this Section at the time such
payments are otherwise due and does not correct such failure
within ten (10) business days following the date Cogan provides
Foamex with written notice of such failure in accordance with the
notice provisions of the Agreement, then such missed payment and
all other remaining payments to be under this Section shall become
immediately due and payable.

Additionally, under the nondisparagement clause Cogan agreed that
he will not make any  disparaging, defamatory or denigrating
statements regarding any of the Foamex Affiliates or
any of their businesses, employees, agents, officers or directors
that could have a material  negative impact on the reputation of
Foamex and the Foamex Affiliates.  Foamex, on behalf of itself and
each Foamex Affiliate, agreed that it will not make any
disparaging, defamatory or denigrating statements about Cogan or
his role or activities at any Foamex Affiliate or the
circumstances leading to Cogan's resignation or the execution of
the Agreement that could have a material negative impact on
Cogan's reputation.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries. For more information visit the Foamex web site at
http://www.foamex.com/

Foamex International Inc. records a shareholders' deficit of
$203.1 million at December 2003 compared to $189.7 million the
prior year.


FREEPORT-MCMORAN: Completes $1B Conv. Preferred Stock Offering
--------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX) has completed its
private offering of $1.1 billion of Convertible Perpetual
Preferred Stock. This amount represents a $100 million increase in
the offering as a result of the exercise of the initial
purchasers' option.

Richard C. Adkerson, President and Chief Executive Officer of FCX,
said, "We are pleased with the success of this transaction. It
expands our investor base and provides our common shareholders
greater participation in the value of our Grasberg copper and gold
mining complex, all with no increase in our debt. We look forward
to continuing our long-term and mutually beneficial partnership
with Rio Tinto through their joint venture participation in our
Grasberg operations."

The preferred stock will have a liquidation preference of $1,000
per share, and cumulative cash dividends at a rate of 5 1/2% per
annum, payable quarterly when declared by the Board of Directors.
The preferred stock will be convertible into 20.7 million shares
of FCX common stock, equivalent to a conversion price of $53.186
per share of common stock, reflecting a 40 percent conversion
premium to the $37.99 per share closing price of FCX's common
shares on the New York Stock Exchange on March 24, 2004. The
conversion rate will be subject to adjustments in certain
circumstances and the preferred stock may not be called for
redemption by FCX prior to March 30, 2009, and thereafter may be
called at FCX's option if FCX's common stock price exceeds 130
percent of the conversion price.

The offering generated net proceeds of approximately $1,067
million. FCX used approximately $881.9 million of net proceeds to
acquire 23.9 million shares of FCX common stock owned by Rio Tinto
at approximately $36.85 per share. This transaction was also
completed today. The remainder of the net proceeds will be used
for general corporate purposes. As a result of this transaction,
FCX's class B common shares outstanding approximate 177 million
shares.

FCX explores for, develops, mines and processes ore containing
copper, gold and silver in Indonesia, and refines copper
concentrates in Spain and Indonesia. Additional information about
FCX is available at http://www.fcx.com/

                           *   *   *

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

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


FTP HOLDINGS CO: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: FTP Holdings Co Inc.
        5601 Carriageway Drive
        Rollings Meadows, Illinois 60008

Bankruptcy Case No.: 04-12231

Chapter 11 Petition Date: March 29, 2004

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Arthur G. Simon, Esq.
                  Dannen Crane Heyman & Simon
                  135 South Lasalle Street Room 1540
                  Chicago, IL 60603
                  Tel: 312-641-6777

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 1 Largest Unsecured Creditor:

Entity                                 Claim Amount
------                                 ------------
Fifth Third Bank                         $1,431,497
Attn: Jim Barker
346 W. Carol Lane
Elmhurst, IL 60126


GEORGIA-PACIFIC: Selling Interest in Aracruz Celulose for $75MM
---------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) has agreed to sell to an
undisclosed purchaser for approximately $75 million all of its
interests in three Brazilian companies which own a minority, non-
voting interest in Brazilian pulp company Aracruz Celulose S.A.

After-tax proceeds from the sale are expected to be approximately
$56 million and the company expects to record a $10 million gain
upon closing. The transaction is expected to close during second
quarter 2004. The company expects to utilize the proceeds from the
transaction to further reduce its debt.

Georgia-Pacific acquired this holding as part of its acquisition
of Fort James Corp. in 2000.  Aracruz Celulose is a producer of
bleached hardwood kraft market pulp and eucalyptus pulp, which is
a high-quality variety of hardwood pulp used by paper
manufacturers to produce a wide range of products, including
premium tissue, printing and writing papers, liquid packaging
board and specialty papers.

"This agreement is another step forward in our ongoing
rationalization of non-strategic assets," said A.D. "Pete"
Correll, Georgia-Pacific chairman and chief executive officer. "We
have determined that holding these interests is not necessary to
meet our limited needs for eucalyptus pulp and that converting
this investment to cash is of greater value to our shareholders."

Completion of the transaction is subject to the exercise or
waivers of first right of refusal for the purchase of Georgia-
Pacific's interests by other Brazilian investors.

Headquartered at Atlanta, Georgia-Pacific (S&P, BB+ Corporate
Credit Rating, Negative) is one of the world's leading
manufacturers and marketers of tissue, packaging, paper, building
products, pulp and related chemicals. With 2003 annual sales of
more than $20 billion, the company employs approximately 60,000
people at 400 locations in North America and Europe. Its familiar
consumer tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery. Georgia-
Pacific's building products business has long been among the
nation's leading suppliers of building products to lumber and
building materials dealers and large do-it-yourself warehouse
retailers. For more information, visit http://www.gp.com/


GENTEK INC: Reorganized Company Publishes Q4 and Full-Year Results
------------------------------------------------------------------
GenTek Inc. (OTC Bulletin Board: GETI) announced results for the
fourth quarter and full year of 2003. GenTek emerged from
bankruptcy on Nov. 10, 2003, with a significantly reduced debt
load, reflecting a decrease in its total debt from approximately
$950 million prior to filing for Chapter 11 protection in October
2002 to $264 million as of Dec. 31, 2003.

GenTek is reporting results for the period from Jan. 1, 2003,
through its emergence date of Nov. 10, 2003 ("Predecessor
period"), as well as for the period from Nov. 11, 2003, through
Dec. 31, 2003 ("Successor period"). During the Predecessor period,
GenTek had revenues of $956.9 million, net income of $494.4
million and earnings per share on a diluted basis of $19.34.
During the Successor period, GenTek had revenues of $142.2
million, net income of $1.1 million and earnings per share on a
diluted basis of 11 cents on 10 million shares outstanding. For
all of 2002, GenTek recorded revenues of $1,128.5 million and
posted a net loss of $360.6 million, or a loss of $14.13 per
share, after the impact of a tax-effected loss of $161.1 million
due to the cumulative effect of a change in accounting principle.
The results for 2003 and 2002 are presented in further detail on
Schedule 1.

                     Pro Forma Results

To facilitate the comparison of 2003 results against prior and
future periods, GenTek has presented 2003 fourth-quarter and full-
year results, as well as results for the comparable prior-year
periods, on a pro forma basis, as if the company had emerged from
bankruptcy at the beginning of such periods. These pro forma
results are based upon certain key assumptions that are material
to the presentation of such results. In particular, the pro forma
results assume a 40 percent normalized effective tax rate, which
may ultimately be materially different from GenTek's future
effective tax rate. While management believes that this
presentation of pro forma results may be useful, we caution
investors not to rely solely on such results in making investment
decisions.

For the fourth quarter of 2003, GenTek posted pro forma revenues
of $277.1 million compared with $269.4 million in the
corresponding quarter of 2002. For the fourth quarter of 2003,
GenTek recorded pro forma operating profit of $21.2 million versus
$8.8 million in the fourth quarter of 2002. The company recorded
fourth-quarter pro forma net income of $11.2 million, or $1.12 per
diluted share, compared with pro forma net income of $3.5 million,
or 35 cents per diluted share, for the corresponding period of
2002.

The company's fourth-quarter performance was favorably impacted by
restructuring initiatives implemented in 2002 as well as improved
performance in the company's communications segment.

"We took aggressive action to reduce costs prior to filing Chapter
11, reducing headcount by 40 percent from its peak level in
December 2001 and closing or consolidating 19 facilities," said
Richard R. Russell, GenTek's president and CEO. "The positive
effect of these actions is substantially reflected in the fourth-
quarter results."

For all of 2003, GenTek had pro forma revenues of $1,099.1 million
compared with revenues of $1,128.5 million in 2002. For full-year
2003, GenTek recorded pro forma operating profit of $35.4 million
versus a pro forma operating loss of $25.1 million in 2002, and
recorded pro forma net income of $13.2 million, or $1.32 per
diluted share, compared with a pro forma net loss of $24.7 million
(before a tax-effected loss of $161.1 million due to the
cumulative effect of a change in accounting principle), or a loss
of $2.47 per share, for 2002. Full-year 2002 pro forma net income,
after the effect of the change in accounting principle, reflected
a loss of $185.8 million, or a loss of $18.58 per share.

               Adjusted Pro Forma Results

For further comparison against prior and future periods, GenTek
has also presented 2003 fourth-quarter and full-year results, as
well as results for the comparable prior-year periods, on an
adjusted pro forma basis. The adjusted pro forma results reflect
removing the impact of any restructuring, impairment,
reorganization and other one-time items. In addition, the company
has presented adjusted earnings before interest, taxes,
depreciation and amortization (adjusted EBITDA) as a measure of
operating results. GenTek has presented adjusted EBITDA to enhance
the reader's understanding of operating results, as it is a
measure commonly used to value businesses by investors and
lenders.

During the fourth quarter of 2003, adjusted EBITDA was $35.1
million compared with $25.3 million in the fourth quarter of 2002.
On an adjusted pro forma basis, the company posted fourth-quarter
2003 net income of $12.5 million, or $1.25 per diluted share,
compared with $5.7 million, or 57 cents per diluted share, for the
same period in 2002.

For all of 2003, adjusted EBITDA was $111.9 million compared with
adjusted EBITDA of $108.6 million in 2002. The company posted 2003
adjusted pro forma net income of $30.3 million, or $3.03 per
diluted share, compared with $27.1 million, or $2.71 per diluted
share, for the prior year (before a tax-effected loss of $161.1
due to the cumulative effect of a change in accounting principle).
Full-year 2002 adjusted pro forma net income after the effect of
the accounting change was a loss of $134.1 million, or a loss of
$13.41 per share.

"With our debt load now at a manageable level and in light of our
recently announced agreement to sell our KRONE communications
business, we will now concentrate on growing and improving our
core businesses within the performance products and manufacturing
segments," Russell said. "We will continue to sharpen our focus,
with a view toward building sustainable value for our
shareholders."

                     About GenTek Inc.

GenTek Inc. is a manufacturer of industrial components,
performance chemicals and telecommunications products. GenTek's
Web site is at http://www.gentek-global.com/


GEXA ENERGY: Will Not Make Form 10-K Filing On Time
---------------------------------------------------
Gexa Energy Corp. (OTCBB:GEXC), a Texas retail electricity
provider, has filed notice with the Securities and Exchange
Commission on Form 12b-25 to extend the period in which it intends
to file its Annual Report on Form 10-KSB. The 12b-25 extension
allows the Company to file the Annual Report on Form 10-KSB on or
before April 14, 2004.

Specifically, for the year ended December 31, 2003, the Company
adopted a change in policy for the estimation of revenue. In
November 2002, the Company became a qualified scheduling entity in
the Texas markets, which allows the Company to buy and sell
electricity daily on the balancing markets to ensure its
customers' needs are met. In conjunction with this status, the
Company receives detailed daily data on the amount of electricity
supply it has delivered into the marketplace. Previously, the
Company estimated revenues based on billings, but the availability
of accurate and timely electricity supply delivery data for the
entire 2003 period allows the Company to estimate revenues based
on measured electricity as delivered to its customers (the "flow"
method). The Company is undertaking additional testing and review
of the controls encompassing the source data being used as well as
the flow method of revenue calculation. As a result, the Company's
financial statements for the year ended December 31, 2003 will not
be made available until that review has been completed.

It is expected that this review process will result in lower
revenues for fiscal year 2003, although 2003 revenues should be
consistent with the lower end of the Company's prior guidance of
revenues in excess of $115 million. This reduction in expected
2003 revenues will result in lower than anticipated EBITDA, but
the final calculation cannot be made until the review process is
completed. If the Company does not have EBITDA of at least
$5,000,000 for fiscal year 2003, it will be in default of its loan
agreement with The Catalyst Fund, Ltd., and will request a waiver
of such default.

In connection with the completion of the audit for fiscal year
2003, the Company's independent auditors, Hein & Associates, LLP,
identified certain material weaknesses in the Company's systems of
internal controls that Hein considers to be reportable conditions
under standards established by the American Institute of Certified
Public Accountants. The identified deficiencies generally relate
to (i) adequacy of the training of the staff within the Company's
accounting department, and (ii) quality control over the financial
reporting process. Hein has also indicated that the Company's
method for calculating its revenues requires additional review and
testing.

The Company's Audit Committee has undertaken an independent review
of the matters raised by Hein with the assistance of outside
counsel. The Company has also initiated a search to retain a chief
financial officer who is experienced in SEC reporting and
accounting issues. The Company cannot predict when the review by
the Audit Committee will be completed.

"The Company is committed to accuracy and transparency in its
financial reporting and is determined to complete this process and
file the 10-KSB as soon as possible," said Neil Leibman, chairman
and CEO.

                      About Gexa Energy

Gexa Energy is a Texas-based retail electric provider, which
entered the market as deregulation began on January 1, 2002. The
Company offers residential and all size commercial customers in
the Texas restructured retail energy market competitive prices,
pricing choices, and improved customer friendly service.


GILMAN & CIOCIA: Covenant Defaults Prompt Going Concern Doubts
--------------------------------------------------------------
Gilman & Ciocia Inc. provides financial planning services,
including securities brokerage, insurance and mortgage agency
services, and federal, state and local tax preparation services to
individuals, predominantly in the middle and upper income tax
brackets. In Fiscal 2003, approximately 89% of the Company's
revenues were derived from commissions on financial planning
services and approximately 11% were derived from fees for tax
preparation services. As of December 31, 2003, the Company had 42
offices operating in 5 states (New York, New Jersey, Connecticut,
Florida and Colorado).

The Company's financial statements have been prepared assuming the
Company will continue as a going concern. The Company has suffered
losses from operations in each of its last four years and is in
default under its three largest financing agreements raising
substantial doubt about its ability to continue as a going
concern. During Fiscal 2003, the Company incurred net losses of
$13,996,916 and at December 31, 2003 had a working capital deficit
of $16,017,251. At December 31, 2003, the Company had $1,003,810
of cash and cash equivalents and $4,160,080 of trade receivables
to fund short-term working capital requirements. The Company's
ability to continue as a going concern and its future success is
dependent upon its ability to reduce costs and generate revenues
to: (1) satisfy its current obligations and commitments, and (2)
continue its growth.

The Company believes that it will be able to complete the
necessary steps in order to meet its cash flow requirements
throughout Fiscal 2004. The following transactions have had, or
are expected to have, a beneficial effect on the Company's future
cash flow requirements:

1. Sale of forty seven offices to Pinnacle Taxx, Advisors, LLC
   effective as of September 1, 2002.

2. Sale of thirteen other Company offices in Fiscal 2003, sale of
   one Company office during the three months ending September 30,
   2003 and the sale of three Company offices during the three
   months ended December 31, 2003.

3. The payment of the Company's debt.

In addition to the above activities, the following business
initiatives are ongoing:

1. Management has engaged in an extensive campaign to reduce
   corporate overhead, consisting primarily of closing the White
   Plains, NY executive offices and consolidating those functions
   into the Poughkeepsie, NY home office. This has resulted in
   savings of approximately $170,000 per month.

2. The Company's current strategy is not to actively pursue
   acquisitions.

Management believes that these actions will be successful.
However, there can be no assurance that the Company can reduce
costs to provide positive cash flows from operations to permit the
Company to realize its plans. Management and the Board of
Directors are currently exploring a number of tactical
alternatives and are also continuing to identify and implement
internal actions to improve the Company's liquidity and financial
performance.


HOLMES GROUP: Plans to Refinance Long Term Debt in Second Quarter
-----------------------------------------------------------------
The Holmes Group, Inc. announced that it intends to refinance its
outstanding long-term indebtedness during the second quarter of
2004.

The company expects to repay its existing senior secured bank
credit facilities and senior subordinated notes with the proceeds
of new senior secured credit facilities, to include multiple
tranches of term loans and a revolving credit facility. The debt
expected to be refinanced includes the company's outstanding
senior bank term loans, all borrowings under the company's senior
revolving credit facility, and the company's outstanding 9-7/8%
Senior Subordinated Notes due 2007. The refinancing is being
undertaken to take advantage of current market opportunities in
advance of the expiration of Holmes' existing senior bank credit
facilities beginning in January 2005.

The company also announced that as part of the refinancing, it has
commenced a cash tender offer and consent solicitation for all of
the outstanding Notes. These notes are comprised of (i) $81.8
million principal amount of Notes outstanding under an indenture
dated November 26, 1997 (CUSIP No. 43641PAB5) and (ii) $18.3
million principal amount of Notes outstanding under an indenture
dated February 5, 1999 (CUSIP No. 43641PAD1).

The tender offer and consent solicitation are made upon the terms
and conditions of the Offer to Purchase and Consent Solicitation
Statement and related Consent and Letter of Transmittal dated
March 30, 2004. The tender is scheduled to expire at 12:00
midnight on April 27, 2004, unless extended or terminated. The
consent solicitation will expire at 5:00 p.m. on April 13, 2004,
unless extended.

Under the terms of the tender offer and consent solicitation, the
aggregate consideration for each $1,000 principal amount of Notes
tendered on or prior to the Consent Date will be $1,041.15, plus
accrued and unpaid interest, if any, up to, but not including, the
payment date. This amount includes a consent payment of $20.00 per
$1,000 principal amount of Notes.

The company is soliciting the consent of holders of the Notes to
eliminate substantially all of the restrictive covenants and
certain events of default under the indentures for the Notes, and
to make certain other amendments to such indentures.

The closing of the tender offer is subject to certain conditions,
including (i) the closing and funding under the new senior credit
facilities and (ii) receipt of consents from a majority in
principal amount of the Note holders to amend each of the
indentures.

The Company has retained Credit Suisse First Boston LLC to serve
as the Dealer Manager and Solicitation Agent for the tender offer.
Requests for documents may be directed to Morrow & Co., Inc., the
Information Agent, by telephone at (800) 654-2468 (toll-free) or
(212) 754-8000 (collect). Questions regarding the tender offer may
be directed to Credit Suisse First Boston, at (800) 820-1653
(toll-free) or (212) 538-4807 (collect).

The Holmes Group, Inc. is a fully integrated consumer products
company, headquartered in Milford, Massachusetts, with offices and
manufacturing facilities worldwide. Holmes is a leading
manufacturer of consumer products for the kitchen and the home
environment, including such well-known brands as Crock-Pot, Rival,
Bionaire, FamilyCare, Holmes, MASTERGLOW, Patton and White
Mountain. The company works closely with its retail customers to
develop, manufacture and distribute innovative, high quality
products to meet consumer demands.


INTERSTATE GENERAL: Expects More Losses in 2004
-----------------------------------------------
Interstate General Company L.P. (Amex: IGC; PCX) reported a loss
for the year ended December 31, 2003 of $5,933,000, or $2.80 per
unit. This compares to a loss of $3,749,000, or $1.79 per unit in
2002. Revenues for 2003 were $2,680,000, down from $4,576,000 in
2002.

On January 20, 2004, IGC's Chairman and CEO, James J. Wilson,
summarized the company's status and challenges in a letter to all
unitholders. IGC's business plan last year and in the future is to
continue to develop and sell its land assets to fund the
activities of its affiliated companies, IWT/CWT, which develop and
plan to own solid waste recycling facilities using an
environmentally superior technology in use in Europe and Japan.

                        Real Estate

IGC is seeking an equity investor for its Brandywine project in
Prince Georges County, Maryland. A potential investor has
expressed interest, and Management will be meeting with this
investor shortly. Funds obtained will be used for operating
capital.

IGC is planning for a 404-unit apartment project on approximately
30 acres of land in its Towne Center South property. Applications
for land use permits have been filed with Charles County. The
Company is working with a lender to meet its requirements for an
interim land loan to pay off a portion of its existing mortgage on
Towne Center South. Management expects to sell the project to a
third party once the preliminary plan is approved by the County.

IGC expects to close on a one-acre parcel in Towne Center South on
March 31, 2004. The parcel will be sold for $550,000, less certain
development costs. The State Of Maryland Transportation Authority
continues to process the acquisition offer for a "Park and Ride"
site owned by IGC near its Towne Center South property. Management
expects to sell the parcel for approximately $2 million, with
closing anticipated in 2004.

               Waste Recycling Projects

Management believes CWT's Puerto Rico project is progressing. On
January 15, 2004, the Municipality of San Juan signed a letter of
intent to become a project co-sponsor and to negotiate a solid
waste processing agreement. If agreement is reached, San Juan
alone will require approximately 30% of the waste facility's
capacity. On March 8, 2004, the Puerto Rico Power Authority
(PREPA) confirmed in writing its intent to negotiate a power
purchase agreement as required by the Public Utility Regulatory
Policies Act (PURPA). The company is in discussions with a
respected Puerto Rico investment bank and a major New York
investment bank to raise the funds to complete the financing
requests for this project.

The electric utility in the U. S. Virgin Islands continues to
refuse to negotiate a power purchase agreement despite its
contractual and legal obligation and a Public Service Commission
Order to that effect. The Company is considering bringing suit to
compel the utility to meet its obligations. Meanwhile, IGC has
written off its Virgin Islands capitalized expenses of $2,869,000
effective December 31, 2003.

The company previously elected to suspend all development efforts
in Costa Rica and write off its capitalized expenses of $883,000
effective December 31, 2003.

                     Financial Position

Mr. Wilson's January 20, 2004 letter to unitholders summarized
IGC's current financial position. In short, with the exception of
Puerto Rico, IGC is not able to fund waste project development
efforts, pending outside project-by-project investor funding.
IGC's first priority is to obtain an equity investor(s) for its
Puerto Rico project.

On the real estate side, IGC's two priorities are, (a) obtain an
equity investor in its Brandywine project, and (b) complete land
permitting for its Towne Center South apartment project and
refinance the underlying 30-acre parcel.

The Company received a "going concern" qualification in the
opinion of its independent auditors for its 2002 financial
statements. The Company has received a similar qualification in
its independent auditor's opinion for its 2003 financial
statements. The Company expects to incur further losses in 2004
and to be severely constrained financially unless and until an
equity investor is obtained for its Brandywine project and
development equity is obtained for its Puerto Rico waste project.


IT GROUP: Unsecured Panel Turns to Marotta for Litigation Advice
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of The IT Group Debtors retained Marotta
Gund Budd & Dzera, LLC as litigation consultant to its Special
Litigation Counsel, Kasowitz, Benson, Torres and Friedman LLP, on
March 1, 2004.

According to Jeffrey M. Schlerf, Esq., at The Bayard Firm, in
Wilmington, Delaware, Marotta Gund is a firm of nationally
recognized leaders in the restructuring profession, specializing
in advising companies, creditors, investors and other parties
with interests in companies facing operational and financial
difficulties.

Marotta Gund's four principals have over 75 years of combined
experience in financial consulting and turnaround management.  In
the course of successfully completing hundreds of restructuring
assignments, Marotta Gund has represented companies across a
broad range of industries with assignments that include business
valuations, operational assessments, capital market solutions and
litigation support services.

In this regard, the Committee seeks the Court's authority to
retain Marotta Gund as litigation consultant on financial matters
to Kasowitz Benson, nunc pro tunc to March 1, 2004.  Mr. Schlerf
relates that Kasowitz Benson requires the assistance of Marotta
Gund in analyzing, among other things, the Debtors' financial
history in connection with the lawsuits.  The Committee has
selected Marotta Gund based on its expertise and experience at a
national level in providing a broad range of financial consulting
and litigation support services to parties-in-interest and their
counsel in financially complex matters.

The services provided by Marotta Gund will not be duplicative of
those performed by other professionals retained by the Committee,
Mr. Schlerf says.  Marotta Gund will only perform those services
necessary for the Committee and Kasowitz Benson in the Debtors'
Chapter 11 cases.

In exchange for its services, Marotta Gund will be compensated on
an hourly basis in accordance with its ordinary and customary
rates:

          Principals                $500
          Associates                 200 - 400
          Paraprofessionals           80

The fees due for services rendered will be payable on a monthly
basis, plus reimbursement of actual and necessary expenses.

Marotta Gund has received no retainer or expense advance in
connection with its employment as litigation consultant to
Kasowitz Benson for the Committee.  Furthermore, the Committee
has made no assurances of payment to Marotta Gund in connection
with the employment.

Paul S. Dzera, a member of Marotta Gund, assures Judge Walrath
that the firm does not hold or represent any other entity having
an adverse interest in connection with the bankruptcy cases.
Marotta Gund is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

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)


IVACO: United Steelworkers Fed Up with Company's "High-Handedness"
------------------------------------------------------------------
United Steelworkers Ontario/Atlantic Director Wayne Fraser says
the union and its members are fed up with companies and the courts
using the Companies Creditors Arrangement Act to attack workers
and retirees.

"With each successive court date workers rights are further eroded
under the cloak of this antiquated legislation," Fraser said.

"We are fed up with a process that excludes the legitimate role of
workers and their unions in moving forward towards a restructured
company," he said, adding that, despite the union's willingness to
have constructive dialogue, Ivaco Inc. "has consistently acted in
a high-handed, provocative and confrontational manner."

Fraser added that Steelworkers are being excluded from information
about potential purchasers of Ivaco because of the union's refusal
to sign confidentiality agreements. As well, the company is
refusing to uphold the collective agreement, an advantage granted
Ivaco by Judge James Farley in the initial order placing Ivaco
under CCAA protection.

"We have a responsibility to our membership to be as open as
possible, and the company, with the backing of the court, wants
the whole process to be conducted in secret," said Fraser.

"Even more disgusting is the fact that Ivaco is seeking court
approval to pay huge bonuses, worth hundreds of thousands of
dollars to its senior executives while failing to make pension
contributions and refusing to pay severance and termination pay to
its laid-off workers.

"There can be no justification for making discretionary, voluntary
payments to non-bargaining unit staff, while contractually and
statutorily required debts are not being paid.

"The management of Ivaco is the problem, not the wages and
pensions of hard-working men and women. It's time the court under
Judge James Farley woke up to that fact. It's clear that workers
can no longer expect justice to be found in this court house."

In a letter to Ivaco from Steelworker directors, the union is
demanding that the company immediately provide a list of potential
purchasers, and begin a constructive dialogue with the union.

"The union fully intends to live up to our commitments to our
members to find a constructive solution to the future of the
operations, which does not compromise our living standards and
negotiated benefits," says the letter.

"We urge you to immediately abandon your self-destructive course
before it is too late."


KAISER ALUMINUM: Full Year 2003 Net Loss Widens to $788.3 Million
-----------------------------------------------------------------
Kaiser Aluminum reported a net loss of $573.2 million, or $7.16
per share, for the fourth quarter of 2003, compared to a net loss
of $270.8 million, or $3.37 per share, for the fourth quarter of
2002.

Kaiser President and Chief Executive Officer Jack A. Hockema said,
"Although we are never pleased to report a net loss, the company's
financial results for the fourth quarter reflect a number of
significant operating charges resulting from the continuing
progress we are making in our restructuring efforts, as outlined
below."

For the full year 2003, Kaiser's net loss was $788.3 million, or
$9.83 per share, compared to a net loss of $468.7 million, or
$5.82 per share, for 2002.

The non-cash pre-tax charges in the fourth quarter and full year
2003 results include $368.0 million to impair the assets of the
Gramercy, Louisiana, alumina refinery and the 49%-owned KJBC
bauxite mining operation and $121.2 million associated with the
termination of the company's salaried pension plan in December
2003. The accompanying tables detail all such non-cash charges.

Full-year and quarterly results for 2002 also included a number of
special items that are presented in the accompanying tables.

Net sales in the fourth quarter and full year of 2003 were $340.4
million and $1,365.3 million, compared to $364.7 million and
$1,469.6 million, for the same periods of 2002.

Hockema said, "Separate and apart from the non-cash items,
Kaiser's operating loss in the fourth quarter of 2003 was somewhat
greater than that of the fourth quarter of 2002. Unfavorable
factors, which were largely related to the company's commodities
businesses, included higher energy costs, reduced shipments of
primary aluminum due to the energy-related curtailment of the 90%-
owned Valco smelter, and lower income from metal hedging
contracts. Favorable factors included improved cost performance
and higher realized prices for alumina and primary aluminum. We
also witnessed improvement in demand in the fabricated products
market. Specifically, our shipments of fabricated products
increased almost 14% from those of the year-ago period and were at
the highest level we've reported since the second quarter of
2002."

Hockema said the unfavorable factors cited above, in combination
with significant retiree medical expenses, largely accounted for
the company's full-year 2003 operating results.

"Clearly, we are not satisfied with the financial results for
2003. Nonetheless, we can point to a number of accomplishments
that promise to strengthen the company's long-term competitive
position," said Hockema. He cited the following examples:


    --  Significant improvement in Kaiser's 2003 cost performance,
        as measured by an internal reporting system;

    --  Steady advancement in the company's Chapter 11 case,
        including:

        --  Ongoing progress toward completion of the sale of the
            company's interests in Mead, Valco, Alpart,
            Gramercy/KJBC, and QAL;

        --  A major initiative to resolve many of the issues
            related to pensions and retiree medical liabilities,
            the latter of which alone resulted in more than $60
            million of negative cash flow in 2003;

    --  The generation of positive net cash flow in the Fabricated
        Products business in 2003, despite extremely challenging
        market conditions, as that business continued to
        strengthen its market position;

    --  The ability to maintain adequate liquidity.

Hockema said, "We expect the reorganized Kaiser to be focused
primarily on the fabricated products business and to have
manageable leverage and financial flexibility. The anticipated
filing of our formal Plan of Reorganization and related Disclosure
Statement by mid year will put us on a path to emerge from Chapter
11 as early as late in the third quarter of this year."

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


KEY ENERGY SERVICES: S&P Places Lowered Ratings on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Key Energy Services Inc. to 'B+' from 'BB' and at the
same time placed all ratings on CreditWatch with negative
implications in response to Key's announcement that it will be
unable to file its annual report on Form 10-K for the year ended
Dec. 31, 2003 by the March 30, 2004 extended deadline. The
unexpected filing delay relates to Key's continued internal review
by its audit committee of additional write-downs of certain oil-
field services assets that have ballooned to at least $83 million
from an initial estimate of $55 million in mid-March 2004.

New Jersey-based Key Energy has about $540 million in debt
outstanding.

The rating actions reflect Standard & Poor's concerns about the
adequacy and accountability of Key Energy's corporate governance
philosophy.

"Key Energy's announcement indicates a lack of oversight by
management, weak financial reporting, and inadequate internal
controls," said Standard & Poor's credit analyst Brian Janiak.
"The abrupt and dramatic nature of the announcements regarding the
company's inability to file year-end financials and the subsequent
adverse effect on liquidity due to provisions under Key's loan
agreements has left the company facing a potential near term
liquidity crisis," Janiak added.

Specifically, the inability to file its 10-K in the required time
frame prevents Key from drawing on its $175 million credit
facility, as well as putting the company in technical default
under its bank credit agreement.

Key Energy is currently in discussions with the lead bank and the
banking syndicate for its revolving credit facility to obtain a
waiver of the facility's requirements and forestall acceleration
of about $87.2 million outstanding under its credit facility as of
March 26, 2004. Failure to receive such waivers would deny Key
Energy access to its credit facility and of greater risk could
trigger acceleration of debt payments under the bank facility
and/or note offerings.

The firm's liquidity position is presently threadbare, with a
minimal amount of cash on hand. The firm's cash position was
depleted in January 2004 when the firm used cash on hand to redeem
about $97.5 million principal amount of its 14% notes due 2009.

Standard & Poor's will review and address Key Energy's liquidity
position in the immediate term. This review will include analyzing
the terms associated with the expected waivers on its bank debt
and note offerings. In addition, the effect of a previously
undisclosed ratings trigger under its collateral agreements with
the company's principal worker compensation carrier that could
cause acceleration of debt obligations will also be examined. The
current rating is expressly contingent on Key receiving bank
waivers to stave off insolvency. Other factors supportive of the
current rating include successfully correcting its severely
constrained liquidity position, finalizing its internal audit of
impaired assets, and filing a Form 10-K for 2003.


LYONDELL: On S&P's Watch Neg. over Millennium Chem Buy-Out News
---------------------------------------------------------------
Fitch Ratings has placed both Lyondell and Equistar's credit
ratings on Rating Watch Negative following Lyondell's announcement
it has agreed to acquire Millennium Chemicals. Fitch currently
rates Lyondell's senior secured credit facility at 'B+'; senior
secured notes at 'B+' and senior subordinated notes at 'B-'. Fitch
rates Equistar's secured credit facility at 'B+' and the senior
unsecured notes at 'B-'. Fitch does not rate Millennium's public
debt.

Lyondell has announced plans to acquire Millennium Chemicals in a
stock-for-stock transaction valued at $2.3 billion including the
assumption of Millennium debt. With the transaction, Lyondell will
also hold a 100% stake in Equistar. Depending on average price for
Lyondell's shares prior to closing, Millennium shareholders may
receive between 0.95 and 1.05 shares of Lyondell common stock for
each share of Millennium common stock held. Prior to the
transaction, Lyondell and Millennium's credit agreements as well
as Lyondell's Accounts Receivables program will need to be
amended. Lyondell, Equistar and Millennium will continue to
maintain existing separate capital structures post transaction.
The transaction is expected to close during the third quarter of
2004 and is subject to approval by both companies' shareholders.

The Rating Watch Negative reflects the uncertainty in the
company's ability to continue to maintain adequate liquidity
during the prolonged downturn in the industry cycle while managing
the additional cash outflows required as part of the acquisition.
Additional cash requirements include the increase in dividends to
Millennium shareholders following the transaction of approximately
$50 to $60 million annually, a potential put option of
Millennium's outstanding 9.25% senior notes due 2008 as well as
the transaction costs associated with the acquisition. Cash
outflows related to the potential put option of Millennium's
outstanding 9.25% senior notes due 2008 would occur at the
Millennium level. The rating watch also reflects the deteriorating
credit quality of Millennium in recent years. Millennium's
leverage as measured by total debt to EBITDA rose to 8.0 times in
2003 with interest coverage of only 1.8x. In 2003, Millennium also
generated negative net free cash flow of $147 million and
suspended its dividend. At December 31, 2003, Millennium had total
debt of $1.47 billion and approximately $209 million in cash. In
2003, Millennium generated $1.69 billion in net sales and $183
million in EBITDA.

Offsetting Fitch's concerns with the proposed transaction is the
full access Lyondell will have to the future cash flows at
Equistar. In addition, Lyondell would diversify its product
offerings with the addition of Millennium's TiO2 business.
Millennium's acetyls business also benefits Lyondell by further
product integration back to Equistar's ethylene operations.
Lyondell also expects to benefit from at least $50 million in cost
savings as a result of the merger. Fitch also recognizes that
Lyondell and Equistar have effectively maintained liquidity during
the chemical downturn through access to capital markets.

Pending a more detailed analysis of the transaction including but
not limited to, the financial performance in the first six months
of 2004 as well as the necessary amendments to existing credit
agreements at Lyondell and Millennium, the ratings could be
affirmed or lowered. Lyondell's and Equistar's ratings are linked
due to the integration of their operations and the ownership
relationship between the two companies. In addition, Lyondell is
the guarantor of approximately $300 million of Equistar's long-
term debt.

Lyondell is a leading global producer of intermediate and
performance chemicals. The company benefits from strong technology
positions and barriers to entry in its major product lines. In
2002, Lyondell completed an equity swap with Occidental Petroleum,
as a result the company's ownership of Equistar Chemicals L.P., a
leading producer of commodity chemicals, is 70.5%. The company
also owns 58.75% of Lyondell-Citgo Refining L.P. (LCR), a highly
complex petroleum refinery, which benefits from a long-term,
fixed-margin crude supply agreement. In 2003, Lyondell had $3.8
billion in net sales and $249 million in EBITDA, as well as $223
million in JV dividends from LCR. Interest incurred increased
slightly to $392 million due to modestly higher debt levels in
2003. Credit statistics for Lyondell weakened compared to the
prior year with interest coverage of 0.6 times and leverage of
16.7x for the full year 2003.


MAGELLAN HEALTH: Releases 2003 Results & Relocates to Connecticut
-----------------------------------------------------------------
Magellan Health Services, Inc., (Nasdaq:MGLN), reported operating
results for the fourth quarter and year ended December 31, 2003.
The Company also announced that it has relocated its principal
executive offices to Farmington, Connecticut, from Columbia,
Maryland.

                     Basis of Reporting

The Company emerged from its chapter 11 bankruptcy cases and
consummated its plan of reorganization on January 5, 2004;
however, the Company has applied the "fresh start reporting"
provisions under generally accepted accounting principles as of
December 31, 2003. Accordingly, the Company's results of
operations and assets and liabilities reflect, with certain
exceptions, the consummation of the plan as if it had occurred on
December 31, 2003, including the reorganization of its debt and
equity and the recording of its assets and liabilities at fair
values pursuant to fresh start reporting.

In addition, the Company changed its year-end in 2003 to December
31. This press release includes information regarding the year
ended December 31, 2002 that is unaudited and is derived from the
amalgamation of the Company's results for the nine months ended
September 30, 2002, as reported in its Form 10-Q for such period,
and the Company's results for the three months ended December 31,
2002, as reported in its Transition Report on Form 10-K for such
period.

                       Financial Results

For the fiscal year ended December 31, 2003, the Company reported
net revenues of $1.5 billion and net income of $451.8 million, or
$12.69 per share. Net income in 2003 includes net reorganization
benefit with respect to the restructuring of $457.7 million (pre-
tax) and a goodwill impairment charge of $28.8 million (pre-tax).
The Company's segment profit (net revenue less salaries, cost of
care and other operating costs plus equity in earnings of
unconsolidated subsidiaries, but not including special charges)
for 2003 was $192.1 million.

For the year ended December 31, 2002, net revenue was $1.8 billion
and comprehensive loss was $540.8 million, or $15.47 per share.
The comprehensive loss for 2002 includes a goodwill impairment
charge of $415.9 million and an increase to income tax valuation
allowance of $200.5 million. Segment profit for 2002 was $184.4
million.

The Company reported net revenues for the fourth quarter of 2003
of $337.8 million, compared with $445.9 million in the prior year
quarter. Net income for the quarter was $499.9 million or $14.15
per share compared to $11.7 million or $0.29 per share in the
prior year quarter. Segment profit for the fourth quarter of 2003,
which included certain changes in estimates related to prior
periods, was $68.0 million, compared with $56.6 million in fourth
quarter 2002.

Steven J. Shulman, chairman and chief executive officer of
Magellan, said, "The most important accomplishment for 2003 was
our successful debt restructuring, which we achieved in just over
nine months. Not only did we reduce our gross debt by more than
60%, we attracted $150 million of new equity to the Company and
refinanced the remaining debt. Our outstanding operating results
for fiscal year 2003 are further demonstration of the Company's
strong financial foundation. The efforts we have made to improve
efficiency in our operations have led to better service for our
members, customers and providers and have further supported the
financial strengthening of the Company. With efficient, profitable
operations and the sound capital structure we achieved through our
reorganization, Magellan is well positioned to lead the
marketplace."

                  Balance Sheet Highlights

The Company's restructuring reduced its debt by approximately $700
million. Total debt outstanding for the Company upon consummation
was $401.3 million. Under fresh start reporting, the debt recorded
as of December 31, 2003 does not reflect the payment of certain
debt upon consummation of the Plan or the refinancing of its bank
debt that the Company completed on January 5, 2004, and therefore,
on the December 31, 2003 balance sheet total debt is $493.7
million. The Company ended the year with $206.9 million in
unrestricted cash and restricted cash of $161.9 million. Cash flow
from operations for 2003 was $178.3 million.

In connection with its reorganization, the company refinanced its
bank debt by entering into a new credit agreement with Deutsche
Bank and other lenders. The new agreement provides the Company
with $100.0 million in term loans, an $80.0 million letter of
credit facility and a $50.0 million revolving credit facility, and
offers greater financial flexibility and better terms than the
Company's previous credit agreement. There are currently no loans
outstanding under the Company's revolving credit facility.

Mark S. Demilio, chief financial officer of Magellan, said,
"Magellan's earnings were favorably impacted by the earlier than
anticipated success of our initiatives to reduce administrative
costs and to better manage care costs. We have reduced our
administrative costs while enhancing our service levels, and care
costs have increased at a rate slightly lower than the trend the
Company had been experiencing previously."

Shulman said, "A little over a year ago, we promised to turn the
company around financially, operationally and strategically.
Thanks to the commitment of Magellan employees and the support of
our customers and others, we were able to keep that promise. Today
we are a new company - one that is investing in the future for the
benefit of all of its stakeholders - customers, members,
providers, employees and investors.

"Our business strategy, as we go forward, includes a continued
focus on improving operating efficiency, reducing administrative
costs, and leveraging our market leadership position, our
behavioral health expertise, our large database of behavioral
information and our strong customer base to grow revenue and
increase earnings. We also are exploring opportunities to enhance
our existing product lines and develop new products that help to
address many important issues for our customers in the health care
marketplace. Magellan is well-positioned to deliver unique,
innovative and effective solutions for our customers and the
people they serve. This is an exciting time for the Company and
the rest of the management team and I are very pleased to be
leading the way," Shulman concluded.

                     About Magellan

Headquartered in Farmington, Conn., Magellan Health Services
(Nasdaq:MGLN), is the country's leading behavioral managed care
organization. Its customers include health plans, corporations and
government agencies.


METALDYNE: S&P Affirms Low-B Ratings & Revises Outlook to Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior secured bank loan ratings on Metaldyne Corp. and
the 'B' senior unsecured and subordinated debt ratings. The
outlook was revised to negative from stable.

The Plymouth, Michigan-based auto supplier had approximately $932
million in total debt outstanding at Sept. 28, 2003, including
operating leases.

"The outlook revision reflects our near-term concerns related to
the company's announcement yesterday that it will not be able to
file its Form 10-K because of an independent inquiry into certain
matters at the company's Sintered division (about 10% of total
sales)," said Standard & Poor's credit analyst Linli Chee.

The negative outlook also reflects longer-term concerns that new
business wins may not be able to offset the company's highly
leveraged capital structure in an industry that remains subject to
intense competitive pricing and rising raw material costs.
Downside protection is afforded by Metaldyne's niche market-
leadership position in certain segments of its markets, good
working relationships with the automakers, good engineering
capabilities, a concentration on value-added products, and fair
customer and platform diversity, which has allowed the company to
generate satisfactory operating margins of around 13%.

The inquiry relates to allegations that income at the division had
been deliberately overstated by about $20 million from 1996 to
1999 and then understated by $10 million from 2000 to 2003 by the
division controller.

The timing for the completion, or the scope, of the audit and
inquiry has not been determined. The company is in the process of
seeking a waiver of the reporting requirements from its senior
credit facility and receivables facility lenders, which is deemed
high likely to be granted. The ability to retain access to sources
of funding is an important underpinning to the company's ongoing
operations. Failure to file the 10K by mid-April could result in
the acceleration of Metalyne's $100 million senior unsecured and
$250 million subordinated notes should holders of at least 25% in
principal amount of outstanding notes declare the notes due
immediately.

Standard & Poor's does not expect the notes to be accelerated.

"The ratings could be lowered if the company's near-term access to
liquidity becomes severely constrained and/or debt leverage does
not improve over the next 12 months to levels consistent with the
current rating," Ms Chee said.


MIRANT CORP: Expands Paul Hastings' Role as Special Counsel
-----------------------------------------------------------
Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, recalls that on September 24, 2003, the Court authorized
the Mirant Corp. Debtors to employ Paul Hastings Jonofsky & Walker
LLP as their special counsel effective as of the Petition Date.
In late January 2004, the Debtors requested that Paul Hastings
represent them in a new matter -- the investigation by the United
States Senate Permanent Subcommittee on Investigations concerning
tax credits provided under Section 29 of the Internal Revenue Code
for the sale of coal-based synthetic fuel.  Mirant Corporation
purchases coal-based synthetic fuel for use in its electric
generating facilities, and has received an interview request in
connection with the Investigation.  Paul Hastings agreed to
represent the Debtors in connection with the Investigation.

Ms. Campbell points out that expanding Paul Hastings' employment
scope will avoid unnecessary litigation and reduce the overall
expenses of administering these cases.

Paul Hastings would, among other things, assist the Debtors with
their preparation for the interview, appear at the interview with
the Mirant witness selected to attend, and work with the Debtors
and the Senate Subcommittee to coordinate the Debtors' response
to any further requests for information and documents.

While the Original Employment Application and the Affidavits
include in the scope of Paul Hastings' services "operational
matters that arise in connection with the Debtors' investments
and interest" in several projects, Ms. Campbell notes that
neither specifically addresses the Investigation.

While the Debtors believe that the Investigation fits within the
scope of the firm's original employment, out of abundance of
caution, the Debtors seek the Court's authority to expand Paul
Hastings' employment scope, nunc pro tunc to February 18, 2004.

Jonathan Birenbaum, a partner at Paul Hastings, informs Judge
Lynn that the firm will continue to bill the Debtors for services
rendered pursuant to Paul Hastings' customary hourly rates and
the customary reimbursement policies on out-of-pocket expenses.

Mr. Birenbaum assures the Court that Paul Hastings partners,
counsel and associates are members in good standing of the courts
they are admitted to practice.  To the best of his knowledge, Mr.
Birenbaum states that the firm represents no interest adverse to
the Debtors or to their estates in the matters for which it is
retained and seeks to be retained.

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)


MJ RESEARCH INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MJ Research, Incorporated
        5350 Capital Court, #102
        Reno, Nevada 89502

Bankruptcy Case No.: 04-50861

Type of Business: The Debtor is a leading biotechnology company
                  specializing in the instrument and reagent
                  technology needed for modern biological
                  research.  See http://www.mjr.com/

Chapter 11 Petition Date: March 29, 2004

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Jennifer A. Smith, Esq.
                  Lionel Sawyer & Collins
                  50 West Liberty Street, Suite #1100
                  Reno, NV 89501
                  Tel: 775-788-8666

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Cravath, Swaine & Moore       Professional Fees         $849,841
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019-7475

Advanced Biotechnologies      Trade Debt                $584,714
Department 5268 PO Box 30000
Hartford, CT 06150-5268

Mack Technologies, Inc.       Trade Debt                $498,949
P.O. Box 890355
Charlotte, NC 28289-0355

Proto-Pac Engineering         Trade Debt                 $84,454

Chubb Group Insurance         Trade Debt                 $71,062
Companies

Lucas Manufacturing Co.       Trade Debt                 $58,879

Insight Corp. Solutions       Trade Debt                 $38,382

Sidley Austin Brown & Wood    Professional Fees          $17,500
LLP

PricewaterhouseCoopers LLP    Professional Fees          $15,000

Advanced Illumination         Trade Debt                  $9,455

Pioneer Electronics           Trade Debt                  $9,212

AT&T (Atlanta)                Trade Debt                  $6,628

Tyco Electronics Power        Trade Debt                  $6,536
Systems, Inc.

Deloitte & Touche LLP         Professional Fees           $4,500

Bax Global, Inc.              Trade Debt                  $3,879

Newport Corporation           Trade Debt                  $3,051

Hamamatsu Corporation         Trade Debt                  $2,836

Curtis-Strauss LLC            Professional Fees           $2,750

Amresco, Inc.                 Trade Debt                  $2,666

Domino Amjet, Inc.            Trade Debt                  $1,838


M-WAVE INC: Unable to Beat Annual Report Filing Deadline
--------------------------------------------------------
M-Wave, Inc. (Nasdaq:MWAV), a domestic and international value-
added service provider and supply-chain manager of high
performance circuit boards, reported that it has attempted to
complete its Annual Report on Form 10-K for the year ended
December 31, 2003 on time but has asked the SEC for 15 days
extension by filing Form 12b -- 25.

As previously disclosed in Current Reports filed on Form 8-K
February 11, 2004, the Company has been effecting a "significant
financial and operating restructuring" during the fiscal year
ended December 31, 2003, further, extending into the current
fiscal year 2004. Primarily this has included various asset sales
and the execution of the Strategic Operating Alliance agreement.

The increased workload integrating numerous elements of those
transactions including preparation of Recent Event information and
Auditor review of notes and attachments to the 10-K has required
the company to seek the extension it now asks for.

In addition, as part of that restructuring, M-Wave indicated that
it is closing a $2.5 million receivables purchase facility through
Silicon Valley Bank and desires to disclose the existence and
terms of that facility in its Form 10-K as an additional Recent
Event.

The Company said it expects to release further details regarding
its financing with Silicon Valley Bank this week.

                     About M-Wave, Inc.

Established in 1988 and headquartered in the Chicago suburb of
West Chicago, Ill., M-Wave is a value-added service provider of
high performance circuit boards. The company's products are used
in a variety of telecommunications and industrial electronics
applications. M-Wave services customers like Federal Signal in
digital products, Celestica and Remec with its patented bonding
technology, Flexlink(TM), associated with RF and wireless
products. The company trades on the Nasdaq National market under
the symbol "MWAV". Visit its web site at http://www.mwav.com/

                         *   *   *

               LIQUIDITY AND CAPITAL RESOURCES

In its latest Form 10-Q filed with the Securities and Exchange
Commission, M-Wave Inc. reports:

"Net cash provided by operations was $1,532,000 for the first nine
months of 2003 compared to $1,876,000 for the first nine months of
2002. Accounts receivable increased $625,000. Inventories
decreased $922,000. The Company received approximately $4,510,000
in income tax refunds. Accounts payable increased $871,000.
Depreciation and amortization was $507,000.

"Capital expenditures were $54,000 in the first nine months of
2003 compared to $2,902,000 in the first nine months of 2002. The
Company has limited plans for capital expenditures in 2003.

"The Company completed financing of $8,100,000 from the Illinois
Development Finance Authority's 2001 maximum limit on tax-exempt
private activity bonds to finance its facility in West Chicago,
Illinois on July 26, 2001. The bond replaced approximately
$2,865,000 of credit line debt, which had an interest rate of 6%
at the time. The term of the loan is 20 years. The Company has
been making quarterly sinking fund payments of $325,000, except
that the December 2002 quarterly payment was not made until
February 2003. The Company deposited $325,000 in the first quarter
of 2003 and an additional $1,500,000 in April 2003 into the
sinking fund for the Company's outstanding industrial bond debt
account per the terms of its Forbearance Agreement with Bank One.

"On October 1, 2003, M-Wave entered into a new $2,413,533 loan
with Bank One, NA that will mature on December 31, 2003, and will
require monthly payments of interest at the bank's prime rate.
This loan replaces the unpaid portion of the Industrial Revenue
Bonds (IRB) that were used to fund the acquisition of the land and
construction of the Company's manufacturing plant located in West
Chicago, Illinois, and a related forbearance agreement with the
bank. Upon signing the new loan, the Company is no longer in
default of its obligations to the bank arising pursuant to the
IRB. However, the Company will need to repay or negotiate the
loan, or seek alternative financing, prior to the loans' maturity
on December 31, 2003. Concurrent with the new loan, M-Wave paid
$350,000 toward then-outstanding principal obligations, and Bank
One released liens covering the Company's accounts receivable and
inventory. Additional terms of the loan include assigning Bank One
a lien on the Company's real estate and improvements located in
Bensenville, IL, site of its former operations. Bank One is to
receive a payment of $650,000 upon sale of the Bensenville assets,
to be applied to the loan's principal. The Company's cash balance
was approximately $791,000 as of September 30, 2003.

"There can be no assurances that the forgoing matters will not
adversely impact the Company's relationship with its suppliers and
customers. The terms of the Company's long-term bank debt
represent the borrowing rates currently available to the Company;
accordingly, the fair value of this debt approximates its carrying
amount.

"The Company had a line of credit agreement, which expired on May
15, 2002.

"The Company's ability to make scheduled principal and interest
payments on, or to fund working capital and anticipated capital
expenditures, will depend on the Company's future performance,
which is subject to general economic, financial, competitive and
other factors that are beyond its control. The Company's ability
to fund operating activities is also dependent upon (a) proceeds
of anticipated sales of fixed assets no longer required at the
Company's Bensenville facility, (b) the Company's ability to
effectively manage its expenses in relation to revenues and (c)
the Company's ability to access external sources of financing. The
Company has been unable to date to secure additional financing.

"There can be no assurances that the steps being taken by the
Company, even if successfully completed, will enable the Company
to comply with the terms of the Promissory Note and/or fund the
Company's working capital requirements. Moreover, even if the
Company is able to comply with the terms of the Promissory Note,
there can be no assurance that the Company will be able to fund
its working capital needs."


NATIONAL CENTURY: Wants to Court to Nix Granada Hills Claims
------------------------------------------------------------
On July 9, 2003, International Philanthropic Hospital Foundation,
doing business as Granada Hills Community Hospital, asserted
unsecured claims totaling $11,966,076 against the National Century
Debtors.  The Claims are for:

   (a) the sum of $994,045 for receivables Granada Hills
       submitted to NPF XII, Inc. on or after October 17, 2002
       for which it purportedly did not receive funding;

   (b) the return of the submitted receivables in the total face
       value amount of $2,530,258, plus $97,603 in Reserve
       Account deposits attributable to the receivables;

   (c) $800,000 in "the Hospital's reserves" purportedly being
       held by the Debtors;

   (d) the return of deposits made into Granada Hills' lockbox
       accounts after November 1, 2002, totaling $172,030;

   (e) an unspecified amount "for the payment of all amounts in
       excess of NPF XII's interest charges under the Agreement;"
       and

   (f) $10,000,000 in damages for the Debtors' failure to fund
       Granada Hills, which purportedly led to Granada Hills'
       bankruptcy.

By this motion, the Debtors ask the Court to disallow Claim Nos.
836 and 837 filed by Granada Hills.

Charles M. Oellermann, Esq., at Jones Day Reavis & Pogue, in
Columbus, Ohio, relates that on May 14, 2003, NPF XII and Debtor
National Premier Financial Services, Inc. filed proofs of claim
against Granada Hills in Granada Hills' pending bankruptcy case
in the California Bankruptcy Court.  The Claims were subsequently
amended on December 8, 2003.

NPF XII and NPFS assert a secured claim for $1,937,639, plus
interest since November 26, 2002.  The NCFE Claims are based on
Granada Hills' obligations arising out of participation in NPF
XII's accounts receivable financing program.  NPF XII and NPFS
also have an administrative claim for various fees, interest and
other charges that accrued during Granada Hills' Chapter 11 case.

The Debtors also maintain secured super-priority interests in
various assets of Granada Hills, including all purchased and non-
purchased receivables and disgorgement claims against the Granada
Hills' Chapter 11 professionals and proceeds, pursuant to four
cash collateral orders entered by the California Bankruptcy Court
in Granada Hills' Chapter 11 and Chapter 7 cases.

Mr. Oellermann argues that the portion of the Granada Hills
Claims that seek either payment for receivables submitted on or
after October 10, 2002 or the return of those receivables should
be disallowed on the basis that they are subject to numerous
defenses, including set-off and recoupment.

To the extent that Granada Hills seeks to assert an ownership
interest in the any amounts held in the Debtors' Reserve
Accounts, the claims should also be disallowed.  Funds in the
Reserve Accounts are the Debtors' property, inasmuch as the funds
were intended to cover shortfalls in the payment of any rejected
receivable.  Indeed, under the Sale and Subservicing Agreement, a
Seller like Granada Hills is required to convey to the Debtors
"all right, title and interest of the Seller in and to all
amounts deposited, from time to time, in the Seller Credit
Reserve Account and the Offset Reserve Account."  Likewise, those
portions of the Granada Hills Claims that seek recovery of post-
November 1, 2002 lockbox account collections also should be
disallowed.

Mr. Oellermann point out that Granada Hills does not cite to any
portion of the Sales and Subservicing Agreement to support its
claim, nor does it calculate any specific amount in purported
excess interest charges to which it is entitled.  In fact,
Granada Hills provides no factual or legal basis for any portion
of this claim.  Thus, Granada Hills failed to carry its initial
burden of establishing the prima facie validity of its claim,
either as to its legal basis or as to its amount.

The bulk of the amount sought in the Granada Hills Claims is the
$10,000,000 Granada Hills seeks as damages in its attempt to hold
the Debtors responsible for the Granada Hills bankruptcy.  "These
claims presuppose that Granada Hills' participation in the NPF
XII accounts receivable program imposed a duty on the Debtors to
ensure that Granada Hills continued to function as an ongoing
business operation.  Of course, the agreement among the parties
contemplates no such obligation on the part of the Debtors," Mr.
Oellermann emphasizes.  In addition, Granada Hills failed to
identify or attach any agreements or other documents to support
its $10,000,000 damages claim, nor does it provide any
calculation as to how it arrived at that damage amount.

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)


NATIONAL STEEL: U.S. Steel Asks Court to Enforce Asset Sale Order
-----------------------------------------------------------------
On April 21, 2003, as previously reported, the Court authorized:

   (a) the sale of certain of the National Steel Corporation
       Debtors' assets free and clear of liens, claims and
       encumbrances;

   (b) the assumption and assignment of certain executory
       contracts and unexpired leases; and

   (c) the assumption of certain liabilities.

Brian I. Swett, Esq., at Jenner & Block LLP, in Chicago,
Illinois, relates that pursuant to the terms of the April 21
Order, inter alia, the Debtors were authorized to sell certain of
their assets, including a taconite mine and beneficiation
facilities located in Keewatin, Minnesota, then doing business as
National Steel Pellet Co., to United States Steel Corporation
pursuant to an Asset Purchase Agreement dated as of April 21,
2003 between U.S. Steel and the Debtors.  The Asset Sale was
consummated on May 20, 2003.  U.S. Steel then began to operate
the taconite mine as Keewatin Taconite.

Mr. Swett informs the Court that the Minnesota Department of
Revenue has assessed a 2003 production tax on U.S. Steel for
taconite production at the Keewatin Taconite facility.  In
addition to assessing the 2003 production, the MDR has
interpreted the applicable taxing statute as requiring U.S. Steel
to pay taxes based in part on the Debtors' taconite production
for 2003 up to the closing of the Asset Sale in May 2003, and for
the Debtors' taconite production at the facility for the
preceding two years.  The MDR has calculated the 2003 Production
Tax in this manner -- the average annual production of taconite
during 2001-2003 multiplied by the applicable tax rate of $2.103
per ton of iron ore concentrate produced, multiplied by 60.3198%.

The MDR has also indicated that the averaging computations in
subsequent years will include:

   (a) the Debtors' 2002 and 2003 taconite production in U.S.
       Steel's 2004 Tax liability computation; and

   (b) the Debtors' 2003 taconite production in U.S. Steel's 2005
       tax liability computation.

Pursuant to the MDR's calculation of U.S. Steel's 2003 Production
Tax liability, which includes the taconite production by the
Debtors before the Asset Sale, the MDR is attempting to collect a
total Production Tax from U.S. Steel of $6,009,476 whereas if the
2003 Production Tax were to be calculated based solely on U.S.
Steel's taconite production at the Keewatin Taconite facility
after the Asset Sale, the resulting tax liability would be
$1,850,733.

U.S. Steel disputes the MDR's interpretation of the applicable
Minnesota tax statute and U.S. Steel has filed an appeal of the
tax assessment with the State of Minnesota Tax Court.

In connection with its appeal, U.S. Steel entered into a
stipulation with the Commissioner of Revenue of the State of
Minnesota pursuant to which, inter alia, U.S. Steel agreed to pay
the disputed Production Tax liability to avoid the imposition of
penalties.  Pursuant to further terms of the stipulation, in the
event it is determined by the Minnesota Tax Court that it is
improper to tax U.S. Steel based on Production at the Keewatin
Facility while it was owned by the Debtors, the payment will be
applied to future tax liabilities for U.S. Steel's production at
the facility in subsequent years.  On February 15, 2004, U.S.
Steel paid $3,004,738 representing the first installment of the
2003 Production Tax assessed against it with respect to the
Keewatin Taconite facility.

Having adjudicated that all requirements of Section 363(f) of the
Bankruptcy Code necessary to approve a sale by the Debtors of the
Keewatin Facility to U.S. Steel on a "free-and-clear" basis had
been met, the Court entered the April 21 Order which excluded the
imposition of taxes on U.S. Steel which resulted from the
Debtors' taconite production.  According to Mr. Swett, the MDR's
construction of the relevant tax structure is, in essence, that
the tax liability may follow the asset by utilizing Taconite
Production prior to the sale in calculating the tax on the asset
after the sale because the tax is a property tax.

Under the construction of the Minnesota tax statute by the MDR,
the tax is an "interest in property," as that term is used in
Section 363(f), because there is a purported relationship between
the MDR's right to include the Debtors' taconite production in
computing the tax liability of U.S. Steel and the use to which
the Debtors put the assets before the sale to U.S. Steel.  Since
MDR's construction of the tax statute, under which it claims a
right to include the Debtors' taconite production in computing
the tax liability of U.S. Steel, constitutes an "interest in
property" under the meaning of Section 363(f), the sale of the
assets was free and clear of any such right.

To prevent U.S. Steel from suffering harm as a result of the
MDR's interpretation of the tax statute in violation of the
Court's April 21 Order and Section 363(f), U.S. Steel asks the
Court to:

   * enforce the April 21 Order against the Commissioner of the
     MDR;

   * enforce the injunction provided for in the April 21 Order by
     prohibiting the Commissioner of the MDR from assessing taxes
     against U.S. Steel based on the Debtors' taconite production
     prior to the Asset Sale; and

   * require the MDR to apply any tax overpayment arising from
     the prior assessment of tax based on the Debtors' taconite
     production to the future tax liabilities of U.S. Steel in
     accordance with the Stipulation. (National Steel Bankruptcy
     News, Issue No. 46; Bankruptcy Creditors' Service, Inc.,
     215/945-7000)


NET PERCEPTIONS: Obsidian Stretches Exchange Offer to April 14
--------------------------------------------------------------
Obsidian Enterprises, Inc. (OTC Bulletin Board: OBDE), a holding
company headquartered in Indianapolis, has extended its exchange
offer for shares of Net Perceptions' (Nasdaq: NETP) common stock
until 5:00 p.m., New York City time, on Wednesday, April 14, 2004.

In the exchange offer, which was commenced December 15, 2004,
Obsidian is offering Net Perceptions shareholders the opportunity
to receive twenty-five cents ($0.25) per share in cash and three
one-hundredths (3/100) share of Obsidian common stock for each
share of Net Perceptions common stock. Obsidian currently does not
own any of the outstanding shares of Net Perceptions. The offer
was scheduled to expire at 5:00 p.m., New York City time, on April
7, 2004. As of the close of business on March 26, 2004, based on
information received from the exchange agent, approximately
1,010,608 Net Perceptions shares had been deposited.

In connection with the extension, Obsidian announced that two
conditions to the exchange offer, that Net Perceptions not take
further action in connection with its proposed plan of liquidation
and that the Blakstad class action litigation be resolved to
Obsidian's reasonable satisfaction, have been removed. Other terms
and conditions of the exchange offer remain unchanged.

The offer is subject to certain conditions, including that:

* Net Perceptions takes appropriate action to cause its poison
  pill to not be applicable to the offer;

* Obsidian be satisfied that Section 203 of the Delaware General
  Corporation Law will not be applicable to the contemplated
  second-step merger; and

* stockholders tender at least 51% of the outstanding shares of
  common stock of Net Perceptions.

Obsidian filed a Registration Statement on Form S-4 and a Tender
Offer Statement related to the current offer with the Securities
and Exchange Commission on December 15, 2003 and filed its most
recent amendments to each on March 29, 2004.

The Exchange Agent for the exchange offer is StockTrans, Inc., 44
West Lancaster Avenue, Ardmore, Pennsylvania 19003. The
Information Agent for the exchange offer is Innisfree M&A
Incorporated, 501 Madison Avenue, 20th Floor, New York, New York
10022. You may contact Innisfree M&A, toll-free, at (888) 750-5834
if you have additional questions about the proposed transaction.

Obsidian is a holding company headquartered in Indianapolis,
Indiana. It conducts business through its subsidiaries: Pyramid
Coach, Inc., a leading provider of corporate and celebrity
entertainer coach leases; United Trailers, Inc., and its division,
Southwest Trailers, manufacturers of steel-framed cargo, racing
ATV and specialty trailers; U.S. Rubber Reclaiming, Inc., a butyl-
rubber reclaiming operation; and Danzer Industries, Inc., a
manufacturer of service and utility truck bodies and steel-framed
cargo trailers.


NORSKE SKOG: Elects to Redeem Outstanding 10% Sr. Notes Due 2009
----------------------------------------------------------------
Norske Skog Canada Limited has elected to redeem all of its
outstanding 10% Senior Notes due March 15, 2009 in accordance with
the terms of the indenture governing the 2009 Notes. The 2009
Notes will be redeemed on April 6, 2004, following the expiration
of the Offer, at a redemption price of US$1,050.00 per US$1,000
principal amount of 2009 Notes, plus all interest accrued thereon
up to but excluding the Redemption Date. It is expected that the
outstanding 2009 Notes with an aggregate principal amount of
US$17,390,000 will be redeemed on the Redemption Date. The cost of
redemption of the 2009 Notes will be funded from the proceeds of
the Company's recently completed issue of 7-3/8% Senior Notes due
2014. The 2009 Notes will cease to bear interest from and after
the Redemption Date.

The 2009 Notes are currently the subject of a tender offer
the terms of which are described in the Company's Offer to
Purchase and Consent Solicitation Statement dated March 9, 2004
and related Consent and Letter of Transmittal. The Offer is not
affected by the proposed redemption of the 2009 Notes and remains
open for acceptance until 12:01 a.m., New York City time, on
Tuesday April 6, 2004. 2009 Notes tendered to the Offer prior to
the Expiration Date will be purchased at a price of US$1,023.75
per US$1,000 principal amount of 2009 Notes.

                         *   *   *

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

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

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


NORTEL NETWORKS: Declares Class A Preferred Stock Dividends
-----------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX: NTL.PR.F) and the outstanding
Non-cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G). The dividend amount for each series is calculated
in accordance with the terms and conditions applicable to each
respective series, as set out in the Company's articles. The
annual dividend rate for each series floats in relation to
changes in the average of the prime rate of Royal Bank of Canada
and The Toronto-Dominion Bank during the preceding month
("Prime") and is adjusted upwards or downwards on a monthly basis
by an adjustment factor which is based on the weighted average
daily trading price of each of the series for the preceding
month, respectively. The maximum monthly adjustment for changes
in the weighted average daily trading price of each of the series
will be plus or minus 4.0% of Prime. The annual floating dividend
rate applicable for a month will in no event be less than 50% of
Prime or greater than Prime. The dividend on each series is
payable on May 12, 2004 to shareholders of record of such series
at the close of business on April 30, 2004.

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.


NY SPORTS RESTAURANT: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: N.Y. Sports Restaurant Inc.
        dba Whitey Fords Cafe
        One Ring Road
        Garden City, New York 11530

Bankruptcy Case No.: 04-81984

Type of Business: The Debtor operates a restaurant and sports
                  bar in the Roosevelt Field complex at One
                  Ring Road, Garden City, New York

Chapter 11 Petition Date: March 29, 2004

Court: Eastern District of New York (Central Islip)

Judge: Stan Bernstein

Debtor's Counsel: J. Ted Donovan, Esq.
                  Finkel Goldstein Berzow Rosenbloom Nash
                  26 Broadway, Suite 711
                  New York, NY 10004
                  Tel: 212-344-2929
                  Fax: 212-422-6836

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Whitey Ford                                 $58,000

Hantik Development                          $52,250

MICA World                                  $37,000

AFI                                         $11,728

Lipa/KeySpan                                $11,197

Cinema Advertising                           $7,890

Progressive Marketing Group                  $7,600

Green Tree Packaging                         $7,000

US Foodservice                               $5,500

First Insurance CBS Coverage                 $4,480

Seafood Emporium                             $3,500

State Insurance Fund Dis                     $3,436

Mineola Signs                                $3,000

Island Wide Food Service                     $2,970

PSP Sports (Yankee Mag)                      $2,800

Ferrara Bakery                               $2,500

State Insurance Fund                         $1,794

Ecolab Pest Control                          $1,789

Garden City News                             $1,720

Charmer                                      $1,300


OMEGA: Explorer Holdings is Selling 18 Million Common Shares
------------------------------------------------------------
Explorer Holdings, L.P., or Explorer, the selling stockholder, is
offering 18,118,246 shares of Omega Healthcare Investors common
stock. Omega Healthcare will not receive any proceeds from the
sale of its shares by the selling stockholder. Omega Healthcare
Investors' common stock is traded on the New York Stock Exchange
under the symbol "OHI". On February 20, 2004, the last reported
sale price of its common stock on the New York Stock Exchange was
$10.38 per share.

Omega Healthcare Investors, Inc. (NYSE: OHI) is an approximate
$850 million (as measured by undepreciated book capital) equity
REIT that owns or holds 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.


OOC APPAREL INC: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: OOC Apparel, Inc.
        160 Jony Drive
        Carlstadt, New Jersey 07072

Bankruptcy Case No.: 04-20771

Type of Business: The Debtor is an importer of men's apparel.
                  It specializes in the design, manufacture,
                  marketing and sale of underwear, loungewear,
                  robes and socks for men and boys.

Chapter 11 Petition Date: March 30, 2004

Court: District of New Jersey (Newark)

Debtor's Counsel: Richard Trenk, Esq.
                  Booker, Rabinowitz, Trenk, Lubetkin,
                  Tully, DiPasquale & Webster, P.C.
                  100 Executive Drive, Suite 100
                  West Orange, NJ 07052
                  Tel: 973-243-8600

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 18 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Garnett, Kevin                           $3,405,000
Attn: CSI Capital Management
445 Bush Street, 5th Fl.
San Francisco, CA 94108

D & K NY Fashion                           $133,386

Rilora Knitting Inc.                        $87,465

Operations Management                       $32,605

Stile Associates Ltd.                       $23,798

T & M Delivery Corp.                        $10,318

Harold Derfner & Co.                         $9,604

Bondy & Schloss LLP                          $1,567

Frommer Lawrence                               $829

Unishippers                                    $806

Tiger Button Co., Inc.                         $800

BLS Limousine Service                          $566

Coca-Cola Bottling                             $493

SCS Printing & Office                          $488

United Parcel Service                          $438

Better Pak Container                           $244

GE Capital                                     $130

UPS Supply Chain Solutions                     $109


PACIFIC GAS: Annual Shareholders' Meeting Set for April 21, 2004
----------------------------------------------------------------
Pacific Gas and Electric Company and its parent, PG&E
Corporation, will concurrently hold their annual shareholders'
meetings on Wednesday, April 21, 2004 at 10:00 a.m., in the
Masonic Auditorium, 111 California Street, San Francisco,
California.

In a regulatory filing with the Securities and Exchange
Commission on March 17, 2004, Robert D. Glynn, Jr., Chairman of
the Board of Directors of both PG&E and PG&E Corp., relates that
the purpose of the meeting is for the shareholders to elect
directors to each Board for the ensuing year.

The shareholders will also be asked to:

   (a) ratify each audit committee's appointment of Deloitte &
       Touche, LLP, as independent public accountants for 2004
       for PG&E Corp. and PG&E; and

   (b) transact other business as may properly come before the
       meetings and any subsequent adjournments or postponements.

The Board of Directors have fixed the close of business on
February 23, 2004, as the record date for the purpose of
determining shareholders who are entitled receive notice of and
to vote at the annual meetings.

Moreover, a Joint Proxy Statement has been issued as well to
provide information concerning the annual meetings.  The Joint
Proxy Statement and proxy cards, together with the PG&E Corp. and
PG&E 2003 Annual Report to shareholders, were mailed on March 17,
2004.

In particular, the Joint Proxy Statement describes matters that:

   (a) the management expects will be voted on the annual
       meetings;

   (b) gives information about PG&E and PG&E Corp., including
       their Boards of Directors and management; and

   (c) provides general information regarding the voting process
       and attendance at the annual meetings.

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: Commissioner Bondi May Abort Plans to Appoint Committee
-----------------------------------------------------------------
There may not be a committee of Parmalat creditors after all.
Bloomberg News reports that Parmalat Commissioner, Dr. Enrico
Bondi, may call off plans to set up an unofficial creditors
committee in the light of recent investigations by the Italian
authorities on the banks' involvement in the Parmalat collapse.
Dr. Bondi will likely give a key role to the supervisory panel
appointed by the Italian Ministry of Productive Activities in
February.  Parmalat and the Industry Ministry had intended to
invite four foreign banks and four Italian banks to join the
creditors committee.  However, Dr. Bondi now wants to keep the
banks subject to the probe off the committee.

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)


PARMALAT GROUP: Gets Nod to Honor $1+ Million Milk Shipper Claims
-----------------------------------------------------------------
The Parmalat Debtors advise the Court that their good faith
estimates regarding their prepetition obligations to Milk Shippers
and Market Administrators were less than the actual prepetition
amounts outstanding.

The Debtors estimate that the prepetition fees owed to the Market
Administrator approximate $1,085,000 to $1,150,000 -- not
$650,000 to $900,000 as originally estimated.  The Debtors
explain that the federal government establishes federal milk
pricing guidelines that set the price of milk according to its
class, which is based on its ultimate use.  As the ultimate use
of raw milk cannot be determined at the time of purchase, the
Debtors pay their Milk Suppliers a blended price for the raw milk
they receive.  At the end of the month, the Market Administrator
calculates a true-up amount based on the actual volume of each
class of milk that the Debtors produced that month.  The true-up
payments are then redistributed to the Milk Suppliers.

The Debtors based the original estimates on historical
experience.  Because the fees cannot be determined until the
amount of each class of milk produced is known, the prices are
finally set by the federal government, and the bill is received
from the Market Administrator, the original estimate was off the
mark.

The Debtors also believe that the total prepetition obligations
owing to Milk Shippers approximate $560,000 -- not $200,000.  As
with their milk supply, it is impossible to determine precisely
the rates, which Milk Shippers charge, and the number of Milk
Shippers that actually delivered the milk to the Debtors and to
their customers until the Debtors receive the Milk Shippers'
invoices.  Additionally, not all the Milk Shippers are paid at
the same intervals and not all the Milk Shippers' invoices were
on the Debtors' accounts payable system -- these are factors that
the Debtors did not fully consider when estimating the
obligations owed to their Milk Shippers.

To avoid any serious disruption in the Debtors' business
operations, Judge Drain authorizes the Debtors to pay their
prepetition obligations to Market Administrators, subject to a
$1,150,000 cap, and to the Milk Shippers, subject to a $560,000
limit.

In the ordinary course of business, the Debtors make bi-weekly
payments to the Milk Shippers and monthly payments to the Market
Administrators.  Their next payment to the Milk Shippers and
Market Administrators is due Tuesday, March 16, 2004.  In
accordance with the their normal course of business, the Debtors
will distribute the checks to the Milk Shippers without further
delay.

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)


PAXSON COMMS: Achieves Positive Free Cash Flow at 4th Quarter 2003
------------------------------------------------------------------
Paxson Communications Corporation (AMEX:PAX), the owner and
operator of the nation's largest broadcast television station
group and the PAX TV network reaching 89% of U.S. households
(approximately 96 million homes), reported its financial results
for the three months and twelve months ended December 31, 2003.
All amounts stated in this release give effect to the restatement
of the Company's financial results which was announced on March
15, 2004 and which is discussed in more detail below.

                     Financial Performance

-- The Company's EBITDA for the fourth quarter of 2003 increased
   to $11.6 million, compared to $7.4 million for the fourth
   quarter of 2002. The Company's EBITDA for the year ended
   December 31, 2003 was $56.9 million or more than triple the
   Company's EBITDA of $17.0 for the year ended December 31, 2002.

-- The Company's free cash flow was positive $9.5 million for the
   fourth quarter of 2003. This represents an improvement of $39
   million compared to negative free cash flow of $29.5 million
   for the fourth quarter of 2002. The Company's free cash flow
   was positive $6.2 million for the year ended December 31, 2003,
   compared to negative free cash flow of $106.6 million for the
   year ended December 31, 2002, which is an improvement of $112.8
   million.

-- The Company's cash flow from operating activities was positive
   $19.9 million for the fourth quarter of 2003, an improvement of
   $44.2 million compared to negative $24.3 million for the fourth
   quarter of 2002. The Company's cash flow from operating
   activities was positive $32.9 million for the year ended
   December 31, 2003, an improvement of $108.3 million compared to
   negative $75.4 million for the year ended December 31, 2002.

-- Gross revenues for the fourth quarter of 2003 decreased 3% to
   $82.4 million, compared to $85.4 million for the fourth quarter
   of 2002. Gross revenues for the year ended December 31, 2003
   decreased 2% to $317 million, compared to $321.9 million for
   the year ended December 31, 2002. Full year 2003 gross revenues
   would have been relatively flat after adjusting for lost
   revenues from sold stations.

-- The Company's net loss attributable to common stockholders was
   $51.8 million for the fourth quarter of 2003, an improvement of
   $23.5 million compared to a net loss attributable to common
   stockholders of $75.3 million for the fourth quarter of 2002.
   The Company's net loss attributable to common stockholders was
   $146.3 million for the year ended December 31, 2003, an
   improvement of $304.4 million compared to a net loss
   attributable to common stockholders of $450.7 million for the
   year ended December 31, 2002.

Paxson's Chairman and Chief Executive Officer, Lowell "Bud"
Paxson, commented, "In 2003, we successfully implemented our
strategic plan to strengthen our financial position and improve
our operating leverage. We further increased our liquidity,
decreased our cost of capital and reduced our costs. As a result,
we achieved our goal of becoming free cash flow positive for the
year, and more than tripled our EBITDA over the prior year. We
also ended the year with cash balances in excess of $100 million
and we have no maturing securities until late 2006. We remain
focused on exploring avenues to maximize the value of our
exceptional national TV distribution system, while maintaining
liquidity and exercising financial discipline."

The Company's EBITDA for the three months ended December 31, 2003
was $11.6 million, compared to $7.4 million for the three months
ended December 31, 2002. The Company's EBITDA for the twelve
months ended December 31, 2003 was $56.9 million, compared to
$17.0 million for the twelve months ended December 31, 2002. The
Company's EBITDA improvement for the three and twelve months ended
December 31, 2003 was due to a significant reduction in operating
expenses resulting from the consolidation of certain of the
Company's business operations that occurred during the fourth
quarter of 2002. The EBITDA improvements were offset by an
incremental increase in programming amortization expense of $2.7
million in the fourth quarter of 2003 related to the Company
shortening the expected useful life of its original program Just
Cause. In addition, the Company significantly reduced its
programming expenses for the PAX TV network through modifications
in the programming schedule to air infomercial programming during
day-time hours effective January 4, 2003.

Gross revenues for the three months ended December 31, 2003
decreased 3% to $82.4 million, compared to $85.4 million for the
three months ended December 31, 2002. Net revenues for the three
months ended December 31, 2003 decreased 4% to $70.3 million,
compared to $73.3 million for the three months ended December 31,
2002. Gross revenues for the twelve months ended December 31, 2003
decreased 2% to $317.0 million, compared to $321.9 million for the
twelve months ended December 31, 2002. Net revenues for the twelve
months ended December 31, 2003 decreased 2% to $270.9 million,
compared to $276.9 million for the twelve months ended December
31, 2002. Full year 2003 gross revenues would have been relatively
flat after adjusting for lost revenues from sold stations.

The Company believes that net loss attributable to common
stockholders is the financial measure calculated and presented in
accordance with generally accepted accounting principles ("GAAP")
that is most directly comparable to EBITDA. The Company's net loss
attributable to common stockholders was $51.8 million, or $0.73
per share, for the three months ended December 31, 2003, compared
to a net loss of $75.3 million, or $1.16 per share, for the three
months ended December 31, 2002. The Company's net loss
attributable to common stockholders was $146.3 million, or $2.14
per share, for the twelve months ended December 31, 2003, compared
to a net loss of $450.7 million, or $6.95 per share, for the
twelve months ended December 31, 2002. The net loss for the twelve
months ended December 31, 2002 includes additional tax expense of
$173 million to increase the Company's deferred tax asset
valuation allowance resulting from the adoption of SFAS No. 142,
"Goodwill and Other Intangible Assets."

Commenting on the outlook for the first quarter of 2004, Paxson
Chief Financial Officer Tom Severson said, "We currently expect
our first quarter EBITDA to be in the $8 million to $10 million
range, compared to $17.9 million for the first quarter of 2003.
Our expected decrease in EBITDA in the first quarter will
primarily result from the inclusion of beneficial legal
settlements of $2.2 million in the results for the first quarter
of 2003, an increase in our electrical costs associated with our
transition to digital television and other contractual increases
in operating expenses. In addition, we shortened the expected
useful life of our original program Just Cause, which we expect to
result in an incremental increase in programming amortization
expense of $2.7 million in the first quarter of 2004. We currently
expect our revenues for the first quarter of 2004 to be relatively
flat compared to the first quarter of 2003."

                  Balance Sheet Analysis

The Company's cash and short-term investments increased during the
quarter by $10 million to $110.1 million as of December 31, 2003.
The increase in cash and short-term investments during the quarter
primarily resulted from improved cash flow from operations offset
by repayments totaling $4 million on the Company's revolving
credit facility to allow for the issuance of letters of credit.
The Company's total debt increased $6.4 million during the quarter
to $925.6 million as of December 31, 2003. The increase in total
debt for the quarter resulted primarily from the accretion of
interest associated with the Company's 12 1/4% senior subordinated
discount notes offset by the previously mentioned repayments on
the Company's revolving credit facility.

In January 2004, the Company completed a private offering of $365
million of senior secured floating rate notes. The proceeds of
this offering were used to repay in full the Company's senior
credit facility, including the revolving credit facility mentioned
above. The new senior secured notes mature in January 2010 and are
redeemable at any time. Interest on the notes accrues at a rate of
LIBOR plus 2.75%. The senior secured notes strengthened the
Company's capital structure by eliminating certain financial
maintenance covenants that existed under the senior credit
facility and providing the flexibility to pay down more expensive
securities in the capital structure under certain circumstances.
The Company was also able to reduce its cost of this capital while
retaining the ability to call the senior secured notes at any
time.

                  Historical Purchase Accounting and
          Related Amendments to Prior Financial Statements

On March 15, 2004, the Company announced that it would be
restating its financial results for prior years in order to
correct the Company's purchase accounting for stock acquisitions
from 1997 through 2000. From 1997 through 2000, the Company
acquired several television stations in transactions structured as
the purchase of the outstanding stock of the entity owning the
station. In each of these transactions, the Company failed to
establish the proper deferred tax liability for the difference
between the book basis and tax basis of the acquired entity's FCC
license as required under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes." The recording of
deferred tax liabilities resulting from the stock acquisitions
described above would have, in certain cases, resulted in
additional FCC license intangible assets amounting to
approximately $28.3 million. Upon the adoption of SFAS No. 142 in
the first quarter of 2002, the Company would have recorded an
additional provision for income taxes in connection with the
deferred tax liabilities resulting from the stock acquisitions of
approximately $36.7 million. The Company's Annual Report on Form
10-K for the year ended December 31, 2003 will contain further
detail on the adjustments related to the restatement. The
cumulative effect of these adjustments is a decrease in the
Company's accumulated deficit as of December 31, 2000 of $24.3
million, from $759.3 million as originally reported, to $735.0
million, as restated. The Company's historically reported
revenues, cash operating expenses and EBITDA were unaffected by
these adjustments.

               About Paxson Communications Corporation

Paxson Communications Corporation owns and operates the nation's
largest broadcast television distribution system and PAX TV,
family television. PAX TV reaches 89% of U.S. television
households via nationwide broadcast television, cable and
satellite distribution systems. PAX TV's 2003-2004 original
programming slate features all new episodes of returning original
drama series including, "Doc," starring recording artist Billy Ray
Cyrus and "Sue Thomas: F.B.Eye," starring Deanne Bray. Other
original PAX series include "It's A Miracle" with new host Roma
Downey, "Candid Camera" hosted by Peter Funt and Dina Eastwood and
"Animal Tails" hosted by Mark Curry. For more information, visit
PAX TV's website at http://www.pax.tv/

                        *   *   *

As reported in the Troubled Company Reporter's December 15, 2003
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Paxson Communications Corp.'s proposed $365 million
senior secured floating rate notes due January 2010. Proceeds are
expected to be used to refinance the company's existing credit
facilities.  The secured notes are rated one notch above the
corporate credit rating, reflecting the strong likelihood of full
recovery of principal under a default or bankruptcy scenario.
Standard & Poor's expects that the collateral would be more than
sufficient to suggest full recovery of the secured notes, even at
distressed resale multiples.

At the same time, Standard & Poor's affirmed its ratings,
including the 'B' long-term corporate credit rating, on Paxson.
The outlook is negative.

"The affirmation is based on expectations that Paxson will
maintain its significant cash cushion and adhere to financial
policies that conserve cash while it pursues an outright sale of
the company or alternate viable strategy to boost liquidity in the
longer term," said Standard & Poor's credit analyst Alyse
Michaelson.


PG&E NAT'L: Court Gives Go-Signal to Reject Moss Bluff Contract
---------------------------------------------------------------
The ET Debtors seek the Court's authority to reject certain
prepetition gas transportation contracts, effective as of
October 3, 2003.

Before the Petition Date, NEGT Energy Trading - Gas Corporation
(formerly PG&E Energy Trading - Gas Corporation) entered into
various executory contacts with three gas transmission and storage
companies:

Parties          Contract Title       Contract No.       Date
-------          --------------       ------------     --------
Moss Bluff Hub   Firm Gas Storage                      03/15/02
Partners, LP     Contract

Algonquin Gas    Gas Transmission     Schedules:       06/25/98
Transmission     Contract             AFT-1, AFT-1S,
Company                               AFT-E and
                                      AFT-FS

                                      Addendum No:
                                      772707, 772708,
                                      772709, 772710,
                                      772711, 772712
                                      and 772713

Texas Eastern    Gas Transmission     Schedules:       07/18/97
Transmission,    Contract             CDS, FT-1, SCT,
LP                                    LLFT, VKFT,
                                      SS-1 and FSS-1

                                      Addendum No:
                                      898771

                   Moss Bluff Storage Agreement

Pursuant to the Storage Agreement, Moss Bluff provided ET Gas up
to 1,000,000 MMBtu of natural gas storage capacity at certain
underground gas storage facilities located in Chambers County and
Liberty County in Texas, and delivered the natural gas to ET Gas'
customers at certain specified delivery points.

The Storage Agreement required ET Gas to, among other things, pay
a $140,000 storage reservation fee per month to Moss Bluff for
the gas storage capacity, regardless of whether ET Gas utilized
the gas storage capacity.  As of the Petition Date, ET Gas ceased
storing natural gas in the Moss Bluff facilities.

Given that they are in the process of winding down their
businesses, the ET Debtors have determined that they no longer
require the use of Moss Bluff's gas storage facilities for its own
use.  Moreover, the ET Debtors have fully concluded that the
Storage Agreement lacks value and cannot be assumed and assigned
at a profit.  The ET Debtors have determined that to reject and
terminate the Storage Agreement to ensure that no additional
monthly obligations are incurred in connection with the Storage
Agreement.

The ET Debtors will mitigate any claims arising from the
rejection of these Contracts.

                         *   *   *

Judge Mannes authorizes the ET Debtors to reject the gas storage
agreement between NEGT Energy Trading - Gas Corporation and Moss
Bluff Hub Partners, LP, effective as of March 4, 2004, pursuant
to Section 365(a) of the Bankruptcy Code.

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)


POTLATCH: CEO Intends to Buy 66,000 Shares Pursuant to Stock Plan
-----------------------------------------------------------------
L. Pendleton Siegel, Chairman and Chief Executive Officer of
Potlatch Corporation, informed the Company of his intent to
exercise his option to purchase up to 66,000 shares of the
Company's common stock granted to him at an exercise price of
$28.68 per option share on December 6, 2001, in accordance with
the stockholder-approved Potlatch Corporation 1995 Stock Incentive
Plan. Of the 66,000 shares, Mr. Siegel indicated that he would
exercise and sell 56,000 shares and exercise and retain the
remaining 10,000 shares.

On February 19 and 20, 2004, Mr. Siegel exercised his option to
purchase a total of 56,000 shares in a cashless exercise and sold
the shares of common stock through a broker at prices ranging from
$40.00 to $40.68 per share. On the day the 56,000 share
transaction settles, Mr. Siegel will use the majority of the net
proceeds from the transaction, after taxes, to exercise his option
to purchase the remaining 10,000 shares, which he intends to
retain as an investment.

                         *   *   *

As previously reported, Fitch Ratings has affirmed Potlatch
Corporation's debt ratings of senior secured at 'BBB-', senior
unsecured at 'BB+', senior subordinated at 'BB', and commercial
paper at 'B.' The Rating Outlook for Potlatch has been revised to
Stable from Negative. Potlatch had $619 million of debt at last
year-end.


QUINTEK TECH: Expands Business Development Team
-----------------------------------------------
Quintek Technologies, Inc. (OTCBB:QTEK) has brought on board Mr.
Chris de Lapp as senior account executive.

From 1995 to 2002 de Lapp served as Senior Business Development
Manager for Affiliated Computer Services, Inc. (NYSE:ACS), a $6.5
billion dollar provider of Business Process Outsourcing and
Information Technology solutions. In his last 5 years with ACS,
Mr. de Lapp averaged $2.75 million a year in sales, consistently
exceeding his sales quota.

Quintek intends to add up to an additional 35 sales
representatives over the next 24 months. The Company's planned
sales expansion began on March 16, 2004, when it was announced
that senior industry sales executive, Bob Brownell, was hired as
President.

Brownell commented, "The hiring of Mr. de Lapp is the first step
in building our national senior sales team to effectively grow
Quintek's "Business Process Optimization" outsourcing services."
He added, "We will continue to add qualified sales professionals
on a national scope to meet our aggressive sales objectives while
servicing the demands of the BPO market space. Brownell ended, "It
is my job to orchestrate Quintek's North American expansion of
services while attracting the industry professionals needed to
consultant with the document-intensive business community."

                       About Quintek

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

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

The company's December 31, 2003, balance sheet discloses a total
shareholders' equity deficit of about $1.5 million.


QWEST COMM: Proposes Interim Wholesale Products & Pricing Rules
---------------------------------------------------------------
In an effort to create a national regulatory framework on
unbundling rules that were recently overturned by the D.C. Circuit
Court of Appeals, Qwest Communications International Inc. (NYSE:
Q) filed a petition with the Federal Communications Commission
(FCC) for proposed rulemaking on interim rules. The interim rules
proposed by Qwest will assure Competitive Local Exchange Carriers
(CLECs) access to UNE-P replacement services at reasonable rates.
The following statement is attributable to Steve Davis, Qwest
senior vice president of public policy.

"Adopting these rules is the right thing to do, and we urge the
FCC to take action as soon as possible. Interim rules will provide
service and pricing continuity to CLECs and their customers,
regardless of whether or not the Circuit Court's decision is heard
on appeal.

Qwest's proposed rules would maintain existing prices through
December 31, 2004, provide a generous transition period through
2006 and provide reasonable and fair pricing adjustments moving
forward. Qwest is the first company on either side of the debate
to request, and the first company willing to submit to, such
rules.

Qwest will offer CLECs such terms whether or not the FCC takes
action on the petition. However, the FCC's approval of interim
rules will provide a national guarantee that these services will
continue to be available to CLECs."

                        About Qwest

Qwest Communications International Inc. (NYSE: Q) -- whose
March 31, 2003 balance sheet shows a  total shareholders' equity
deficit of about $2.6 billion -- is a leading provider of voice,
video and data services to more than 25 million customers. The
company's 47,000 employees are committed to the "Spirit of
Service" and providing world-class services that exceed customers'
expectations for quality, value and reliability. For more
information, visit the Qwest Web site at http://www.qwest.com/


RADIO UNICA: GE Unit Arranges Financing for Asset Acquisition
-------------------------------------------------------------
GE Commercial Finance's Global Media & Communications unit
announced that it arranged the provision of $185 million in senior
secured financing for the acquisition of Radio Unica's radio
station assets by MultiCultural Radio Broadcasting, Inc. (MRBI).
The GE Commercial Finance unit was the sole lead arranger and
administrative agent for the financing, which closed in February.

New York City-based MRBI is the 15th largest broadcaster in the
U.S. based on number of radio stations owned. Most of the
company's radio stations are engaged in block programming/time
brokerage sales to Asian, Hispanic, and other ethnic programmers.
The company also produces its own programming primarily targeting
the Chinese community in Los Angeles and New York City. MRBI is
privately owned by the Liu family.

"Because the sale of Radio Unica's radio station assets was to be
achieved via a prepackaged bankruptcy filing, the sellers required
a high degree of certainty about the winning bidder's ability to
finance the transaction," said Garret Komjathy, Vice President, GE
Commercial Finance/Global Media & Communications. "Our specialized
industry knowledge and ability to provide flexible financing
solutions assisted MRBI in completing the transaction in a timely
fashion."

GE's Capital Markets Group syndicated the financing, which was
oversubscribed, to a combination of commercial banks and
institutional investors including GE, which committed $50 million
to the facility. "The syndication's success was even more
noteworthy given that this was MRBI's first debt issuance in the
bank loan syndication market and this was the largest acquisition
in the company's history," said Mr. Komjathy.

"The GE Commercial Finance/Global Media & Communications team
provided indispensable support for our bid, via effective
communications with the sellers, an appropriate deal structure,
timely delivery of financing, and syndication expertise," said
Arthur Liu, President and CEO, MultiCultural Radio Broadcasting,
Inc. "We could not have completed this transaction without their
responsiveness, creativity, and commitment."

                   About GE Commercial Finance/
                  Global Media & Communications

With over $5.2 billion in assets and offices in Atlanta, Chicago,
Delhi, London, New York, Norwalk, and San Francisco, GE Commercial
Finance/Global Media & Communications represents a "one-stop"
source for the comprehensive range of GE lending and other
structured finance services offered to the media, communications,
and technology industries. Key segments include radio and
television broadcasting, cable, entertainment, movie theatres,
outdoor advertising, publishing, technology, towers, wireless, and
wireline. Its core products include asset-based lending, cash flow
lending, corporate restructuring, and mezzanine financing. GE
Commercial Finance, which offers businesses around the globe an
array of financial products and services, has assets of over $217
billion and is headquartered in Stamford, Conn. General Electric
(NYSE:GE) is a diversified technology and services company
dedicated to creating products that make life better.


RCN CORPORATION: Full Year 2003 Net Loss Narrows to $499 Million
----------------------------------------------------------------
RCN Corporation (Nasdaq: RCNC) announced its results for the year
ended December 31, 2003. Revenues for the year were $484.8
million, an 11.8% increase from $433.5 million a year ago.
Included in the 2003 revenues is $20.9 million related to the
settlement of certain disputes surrounding reciprocal
compensation. Excluding this settlement, recurring revenues in
2003 increased $30.4 million, or 7.0% over 2002. The net loss to
common shareholders for the year ended December 31, 2003 was
$499.1 million, or $4.50 loss per average common share, compared
to a loss of $1,570.3 million, or $14.78 loss per average common
share for the year ended December 31, 2002.

Operating, selling, and general and administrative expenses
declined $54.5 million, or 14.7%, to $317.2 million in 2003, as
the Company continued to implement plans to reduce general and
administrative expenses. Excluding one-time costs incurred in 2003
as part of the negotiations to restructure the balance sheet of
$5.3 million, selling and general and administrative expenses
declined $59.8 million, or 16.1%, from 2002 levels. Included in
the 2003 results is an impairment charge of $167.2 million, which
reflects further revisions to the Company's operating plans due to
its present financial position and anticipated severe limitations
to new sources of capital. In 2002, the Company recorded an
impairment charge of $894.3 million.

Equity in loss of unconsolidated entities for 2003 was $11.5
million, compared to a loss of $9.3 million in 2002. Included in
the 2003 results is a $35 million impairment of the Company's
investment in Starpower, LLC, a joint venture with PEPCO Holdings,
Inc., serving the Washington, DC metropolitan area. In 2002, the
Company recorded a write down of $32.3 million in its investment
in Starpower.

RCN filed its 2003 Form 10-K Tuesday, March 30, 2004. Investors
wishing to access the Form 10-K can do so at RCN's website,
http://www.rcn.com/investor/secfilings.php.

As previously reported, the Company is negotiating a financial
restructuring of its balance sheet with certain of its senior
secured lenders, an ad hoc committee of certain holders of its
outstanding senior notes and senior discount notes and others. No
agreement on such a restructuring has yet been reached. The
Company intends that the continuing negotiations will lead to
agreement on a consensual financial restructuring plan in the near
term, although there is no assurance this will occur. The Company
expects any financial restructuring to be implemented through a
reorganization of the Company under Chapter 11.

The Company anticipates that a Chapter 11 filing would include RCN
Corporation, the holding company, and does not intend that its
material operating subsidiaries be included, although there is no
assurance this will occur. Since financial restructuring
negotiations are ongoing, the treatment of existing creditor and
stockholder interests in the Company is uncertain at this time.
However, the restructuring as currently contemplated will likely
result in a conversion of a substantial portion of the Company's
outstanding Senior Notes into equity and an extremely significant,
if not complete, dilution of current equity. Accordingly, the
value of the Company's securities is highly speculative. The
Company urges that appropriate caution be exercised with respect
to existing and future investments in any of the Company's debt
obligations and/or its Common stock.

Available cash, temporary cash investments and short-term
investments in 2003 decreased to $18.4 million, at December 31,
2003. In addition, at December 31, 2003 approximately $199 million
of cash was restricted under the terms of the Company's Senior
Secured Credit Facility. Because the Company's cash, cash
equivalents, and short-term investments at December 31, 2003 and
projected 2004 cash flows from operations are not sufficient to
meet its anticipated cash needs for working capital, capital
expenditures and other activities for the next twelve months, the
Company's auditors, PricewaterhouseCoopers LLP, have stated in
their audit opinion on the 2003 financial statements that there is
substantial doubt about the Company's ability to continue as a
going-concern.

On March 29, 2004, the NASDAQ Stock Market ("NASDAQ") notified the
Company that because the bid price of its stock had closed below
the minimum of $1.00 per share for the last 30 consecutive
business days, the Company did not meet the NASDAQ SmallCap rules
for continued inclusion. NASDAQ provided the Company a 180-day
period, which expires on September 27, 2004, to comply with
NASDAQ's rules for continued inclusion, which will require the bid
price of its stock to close at $1.00 per share or more for 10
consecutive business days. The Company can provide no assurance
that it will become compliant with the NASDAQ SmallCap rules for
inclusion during this period.

                     About RCN Corporation

RCN Corporation (Nasdaq: RCNC) is the nation's first and largest
facilities-based competitive provider of bundled phone, cable and
high speed Internet services delivered over its own fiber-optic
local network to consumers in the most densely populated markets
in the U.S. RCN has more than one million customer connections and
provides service in Boston, New York, Eastern Pennsylvania,
Chicago, San Francisco and Los Angeles. The Company also holds a
50% LLC membership interest in Starpower, which serves the
Washington, D.C. metropolitan area.


REDHOOK: Contract Termination & Default Raise Going Concern Doubt
-----------------------------------------------------------------
On March 29, 2004, Redhook Ale Brewery, Incorporated (Nasdaq:HOOK)
filed its Form 10-K for the year ended December 31, 2003 with the
Securities and Exchange Commission. Included in the Form 10-K are
financial statements audited by Ernst & Young LLP, independent
auditors, as of and for the year ended December 31, 2003. Ernst &
Young has issued an opinion with respect to the financial
statements with a fourth explanatory paragraph that states as
follows: "As discussed in Note 1 to the financial statements, the
Company's distribution agreement with Anheuser-Busch is subject to
early termination in 2004. The termination of the distribution
agreement would cause an event of default under the Company's bank
credit agreement and would require the Company to redeem the
Series B Preferred Stock on December 31, 2004. These matters raise
substantial doubt about the Company's ability to continue as a
going concern. Management's plans as to these matters are also
described in Note 1. The 2003 financial statements do not include
any adjustments that might result from the outcome of this
uncertainty." President and CEO Paul Shipman commented, "We
clearly understand the significance of this issue and are holding
ongoing discussions with Anheuser-Busch regarding this matter. We
believe that the relationship with Anheuser-Busch and its
distributors is good. To date, neither Redhook nor Anheuser-Busch
has given any indication that it intends to terminate the
distribution agreement."


REVLON INC: Amends Mafco & Fidelity Management Support Agreements
-----------------------------------------------------------------
On February 20, 2004, the Support Agreement, dated
February 11, 2004, between Revlon, Inc. and Mafco Holdings Inc.
was amended, and the Support Agreement, dated February 11, 2004,
between Revlon, Inc. and Fidelity Management & Research Co. was
amended.

Also on February 20, 2004, Revlon, Inc. entered into a
Stockholders Agreement with Fidelity Management & Research Co. and
an Investment Agreement with Mafco Holdings Inc.

Revlon -- whose December 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $1.725 billion -- is a
worldwide cosmetics, skin care, fragrance and personal care
products company. The Company's vision is to become the world's
most dynamic leader in global beauty and skin care. The Company's
brands, which are sold worldwide, include Revlon(R),
Almay(R), Ultima(R), Charlie(R), Flex(R) and Mitchum(R). Websites
featuring current product and promotional information can be
reached at http://www.revlon.com/and http://www.almay.com/

Corporate investor relations information can be accessed at
http://www.revloninc.com/


SKYTERRA COMMS: Dec. 2003 Balance Sheet Upside Down by $616,000
---------------------------------------------------------------
SkyTerra Communications, Inc. (OTC:SKYT) reported a loss from
operations for the fourth quarter ended December 31, 2003 of $2.1
million or $(0.14) per share, which compares to $1.5 million or
$(0.10) per share for the fourth quarter of 2002. The Company
reported a net loss of $0.3 million or $(0.02) per share for the
fourth quarter of 2003, which compares to net income of $0.4
million or $0.03 per share for the fourth quarter of 2002.

The Company reported a net loss available to common shareholders
of $2.8 million or $(0.18) per share for the fourth quarter of
2003, which compares to net loss of $2 million or $(0.13) per
share for the fourth quarter of 2002. The net loss available to
common shareholders includes non-cash charges for dividends and
accretion related to the Company's preferred securities of $(0.16)
per share in each of the fourth quarter of 2003 and 2002.

At December 31, 2003, SkyTerra Communications, Inc. recorded a
stockholders' equity deficit of $616,000.


SMURFIT-STONE: Fitch Initiates Coverage & Assigns Low-B Ratings
---------------------------------------------------------------
Fitch Ratings has initiated coverage of Smurfit-Stone and assigned
a 'B+' rating to the company's senior unsecured notes, a 'BB-'
rating to the company's secured bank debt, and a 'CCC+' rating to
SSCC's preferred stock. The Rating Outlook is Stable.

Fiscal 2003 was no kinder to SSCC than the prior year and marked
the third year of downturn. By comparison to 2002, SSCC's pre tax
profits fell by $446 million on lower pricing, slightly higher
(acquired) volumes, marginally higher unit costs, just over $221
million in restructuring/closure/litigation charges and something
north of $40 million in foreign exchange translation losses.
EBITDA fell about 26%. Despite this, the company managed to repay
$212 million in debt.

In the plus column is an initiative to raise containerboard prices
by $40/ton, box prices by 8% and a $140 million net savings
program from job terminations and a further rationalization of the
company's 173 folding carton and box plants. The price increases,
if successful, should become most visible starting in the third
quarter followed by the cost reduction program in the fourth
quarter. Together the cost savings and the proposed price
increases could grow cash flow by an estimated $450 million
annually, once fully implemented. Producers have been reporting
good order fill, but whether demand is strong enough to take the
box price increase is an open-ended question. The latter is
significant for SSCC; the company is 72% or so forward integrated
into box production.

Fitch believes that SSCC has begun a turnaround; that the company
should be able to repay at least $200 million in debt in the
current year; and that debt/EBITDA could come down to around 5.5
times or better by year-end, following an ugly start to the year.
The ratings reflect the uncertain strength/fragility of recovery
by the industry, the potential for further loss of packaging
business to overseas manufacturing markets, and the absence of any
readily salable assets that SSCC could use to reduce debt. These
ratings were initiated by Fitch as a service to its subscribers
and other market participants.


SOLUTIA INC: Court Gives Retirees Go-Signal to Form Committee
-------------------------------------------------------------
Certain individuals receiving retiree benefits from the Solutia
Debtors determined the Court's need to appoint an Official
Committee of Retirees.

Nicholas A. Franke, Esq., at Spencer Fane Britt Browne LLP, in
St. Louis, Missouri, told the Court that an estimated 9,800
retirees, and 9,700 of their spouses and dependents, receive
health, life and disability benefits pursuant to plans maintained
by the Debtors before the Petition Date.  The health, life and
disability benefits constitute "retiree benefits" for purposes of
Section 1114 of the Bankruptcy Code.  None of the Retirees
received the benefits pursuant to a collective bargaining
agreement.

To recall, on the Petition Date, the Debtors sought the Court's
permission to reject a certain distribution agreement.  The
Distribution Agreement required the Debtors to provide benefits
to retirees, including the subscribing Retirees, and their
spouses and dependents.

Mr. Franke contended that by seeking to reject the Distribution
Agreement, the Debtors also sought to modify their obligation to
pay retiree benefits or to stop paying benefits altogether.
However, the record does not indicate that any notice of the
Rejection Motion and the Debtors' efforts to stop paying retiree
benefits has been given to the affected retirees.  Furthermore,
the Debtors have not satisfied the prerequisites of Section 1114
for modifying the benefits, including meeting with an authorized
representative of the Retirees, making a proposal to the
representative or providing the representative with information
necessary to evaluate the proposal.

The Debtors also filed a declaratory judgment action against
Pharmacia Corporation on the Petition Date seeking a judicial
determination that Pharmacia is liable for the retiree benefits.

Mr. Franke stated that a committee consisting of the Retirees
will represent the interests of the persons receiving retiree
benefits from the Debtors.

Several of the Retirees were involved as class representatives in
a previous litigation with the Debtors concerning retiree
benefits.  The Retirees' involvement in the prior litigation will
provide useful knowledge and experience to the Retiree Committee
in the Chapter 11 case.

Accordingly, the Retirees sought and obtained Judge Beatty's nod
to appoint a Retiree Committee consisting of these retirees who
have indicated their willingness to serve:

          * Larry R. Baird;
          * Philip J. Hamer;
          * Kenneth M. Kettler;
          * Don L. Meade;
          * Donald L. Margenau;
          * Edward D. McCormick; and
          * Jack w. Treece

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)


SOCAL EDISON: Calpine Wants FERC to Review Mountainview Decision
----------------------------------------------------------------
In order to help establish a fair, open, and transparent power
market in California and prevent inflated power costs from
impacting the state's economy and utility ratepayers for the next
30 years, Calpine Corporation (NYSE: CPN) has petitioned the
Federal Energy Regulatory Commission (FERC) to rehear its decision
approving the Mountainview power plant transaction between
Southern California Edison (Edison) and an unregulated subsidiary.

Calpine views the Mountainview transaction to be a highly suspect
arrangement that burdens California ratepayers with power priced
hundreds of millions of dollars over viable alternatives. Also
very troubling to Calpine, Mountainview shifts responsibility for
cost over-runs associated with the construction and operation of
the facility to consumers, potentially further increasing the cost
of power to California consumers. According to public records, the
more recent large, utility power projects built in California
resulted in more than $9 billion in cost over-runs.

"California needs new power plants built, but the Mountainview
deal makes a bad situation worse," said Calpine Vice President
Curt Hildebrand. "Mountainview's costs saddle us all with an
unnecessarily high price for power. As Californians, we need to
encourage new industries to locate their facilities in California
and discourage companies from leaving our state. Mountainview, as
currently structured, will continue to burden California
ratepayers with higher power costs compared to our neighboring
states."

In the filing, Calpine cites its concern regarding utility self-
dealing and non-competitive affiliate transactions at the expense
of ratepayers and the negative impacts on California's economy.
Calpine is not alone in voicing such concerns. FERC acknowledges
in its February 25th Order on Mountainview, that in affiliate
transactions there is the potential for "abuse of self- dealing"
as well as "long-term harm to the wholesale competitive market."
Such statements validate Calpine's objections to the approval of
the Mountainview transaction.

The alternative to the ill-conceived Mountainview deal is fair and
open bidding. A fair and open process for procuring long-term
energy contracts is the best way to attract the investment capital
California needs to build power plants, and guarantees utility
consumers the lowest cost electricity. Moreover, competition
shifts the significant risks of cost overruns away from
ratepayers.

"As Californians, we should all be joining with Governor
Schwarzenegger in looking for ways to make our state a more
attractive location for new investment, new industry and new
jobs," Hildebrand said. "By burdening Californians with
unnecessarily high power costs for years to come, the Mountainview
deal is a significant step in the wrong direction in the drive for
a more competitive, investment-friendly business climate."

Cost over-runs by utilities traditionally are borne by customers.
The same is true for Mountainview. Not only are Edison customers
responsible for the project's inflated power costs, they are also
responsible for cost over- runs the utility incurs in building and
operating the project. History shows, as well, that utility cost
over-runs are common. According to public records detailing the
construction of the more recent utility-built power projects in
California -- Diablo Canyon, Helms Pumped Storage, and San Onofre
Nuclear Generating Station 2&3 -- costs surpassed initial
estimates by 1,670 percent, 360 percent, and 930 percent,
respectively.

A competitive solicitation for the power Edison needs would
deliver all the benefits of the Mountainview project with
considerable savings to the California economy. FERC's efforts to
ensure that adequate supplies of power are available to California
are commendable, but the open-ended costs and risks associated
with Mountainview, without the protection of continuing regulatory
oversight by the California Public Utilities Commission, warrant a
re-evaluation of the project.

          Calpine's Track Record in California

San Jose-based Calpine (NYSE: CPN) (S&P, CCC+ Senior Unsecured
Convertible Note and B Second Priority Senior Secured Note
Ratings, Negative Outlook) has made an unprecedented $5 billion
investment in California's energy infrastructure through the
construction and operation of the state's newest, cleanest and
most efficient fleet of power projects. The state's single largest
producer of power from renewable resources, Calpine is also the
first company to license and construct a major California power
project in more than a decade and is responsible for the first
baseload generation built in the San Francisco Bay Area in more
than 30 years.

Since July 2001, Calpine has added almost 2,500 megawatts of new
capacity in California -- an accomplishment unmatched by any other
company in the energy industry. When the state asked for long-
term, fixed-price contracts, Calpine was the first generator to
step forward with stable, low-priced power. When the crisis eased,
Calpine volunteered to restructure these contracts to better suit
California's needs.

              About Southern California Edison

An Edison International (NYSE: EIX) (S&P, BB+ Corporate Credit
Ratin, Stable) company, Southern California Edison (Fitch, BB
Unsecured Debt and B+ Preferred Share Ratings, Positive) is one of
the nation's largest electric utilities, serving a population of
more than 12 million via 4.5 million customer accounts in a
50,000-square-mile service area within central, coastal and
Southern California.


SPECIAL DEVICES: S&P Raises Corporate Credit Rating to CCC
----------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Special
Devices Inc. to 'CCC' from 'CCC-', because of the company's
improved operating performance and stabilized liquidity. The
outlook is developing. Moorpark, California-based Special Devices
has total debt of about $76 million.

"The rating change reflects the company's somewhat improved
liquidity situation, resulting from strong growth in unit sales
combined with effective cost-control efforts and expected lower
capital spending, year-over-year, in 2004," said Standard & Poor's
credit analyst Nancy Messer.

Special Devices manufacturers pyrotechnic devices used in light-
vehicle airbag and seat-belt systems. The scope of operations is
narrow, with annual sales of only $113 million and EBITDA of $23
million for fiscal 2003.

The expanding use of airbags in vehicles is expected to somewhat
offset lower or flat vehicle production volumes. Several legal
contingencies are still pending, and an unfavorable resolution
could severely impair the company's credit profile.

Credit protection measures remained weak but stable in the first
quarter of fiscal 2004, ended Feb. 1. The small size of the
company could result in a rapid deterioration of financial
measures if market conditions weaken.

Difficult industry conditions, and ongoing exposure to legal
contingencies, result in a continued elevated risk of default.
However, if Special Devices is able to weather market pressures
during 2004 and maintain adequate liquidity, a higher rating may
be warranted.


SPECTRX: Balance Sheet Insolvency Reaches $1.6M at December 2003
----------------------------------------------------------------
SpectRx, Inc. (OTCBB: SPRX) announced its operating results for
the fourth quarter and year-end 2003.

Revenue for the fourth quarter of 2003 was $450,000, compared with
revenue of $774,000 in the fourth quarter of 2002. Revenue for all
of 2003 was $1.6 million compared to $3.8 million in 2002. The
reduction in revenue was primarily due to the sale of the BiliChek
business to Respironics, Inc. in March 2003.

Net income for the fourth quarter of 2003 was $1.4 million, or
$0.13 per basic share and $0.12 per diluted share, compared with a
net loss of $2.0 million, or $0.18 per basic and diluted share, in
the comparable quarter of 2002. Net income for the quarter
reflects a $3.1 million gain on the sale of the BiliChekr business
to Respironics. The gain on the sale includes recognition of $2.0
million of deferred gain from the initial payment in March 2003,
$613,000 of net gain from payments received during the fourth
quarter upon completion of engineering work and $496,000 of earn
out earned during 2003. For the full year, the net loss was $2.9
million, or $0.26 per basic and diluted share, compared with a net
loss of $8.8 million, or $0.79 per basic and diluted share, in
2002.

At December 31, 2003, SpectRx, Inc. reports a stockholders' equity
deficit of $1,583,000.

"The recent financing was a key element in our strategy to
complete the launch of our SimpleChoice product line and build our
diabetes business," said Mark A. Samuels, SpectRx, Inc. chairman
and chief executive officer. "We are also seeking separate
financing for our cancer activities, which will allow us to
recognize our vision of refocusing these elements of the company
to better achieve our goals."

                  Diabetes Business Update

"We plan to build our insulin delivery business by offering the
widest range of insulin pump disposable infusion sets available on
the market," said Bill Arthur, SpectRx, Inc. president and chief
operating officer. "We are moving aggressively to roll out several
new products this year, including the proprietary SimpleChoice
patch. As more products are introduced this year, we believe that
the SimpleChoice brand will begin to carve out a meaningful share
of this growing $360 million worldwide market."

"Additionally, we continue to make progress toward securing a
strategic development partner for our other significant diabetes
products, one of which is our continuous interstitial fluid
sampler, a key component required to design and manufacture a
continuous glucose monitor. We are in negotiations with a number
of large diabetes companies and it is our plan to have a
collaborative partner, or partners, in place this year," Mr.
Arthur said.

               Cancer Detection Business Update

"As we continue our move closer to anticipated private financing,
we have initiated activities to begin U.S. Food and Drug
Administration (FDA) pivotal clinical trials of our non-invasive
cervical test," said Keith D. Ignotz, chief executive officer of
Guided Therapeutics, Inc., the SpectRx subsidiary company
commercializing the non-invasive cervical cancer device. "We have
received approval from the first clinical site's Institutional
Review Board (IRB) for our FDA-reviewed clinical trial protocols
and anticipate enrolling patients shortly after financing."

                  About SpectRx, Inc.

SpectRx, Inc. (OTCBB: SPRX) is a diabetes management company
developing and providing innovative solutions for insulin delivery
and glucose monitoring. SpectRx markets the SimpleChoicer line of
innovative diabetes management products, which include insulin
pump disposable supplies. These FDA-cleared products complement
its developmental consumer device for continuous glucose
monitoring. SpectRx also plans to commercialize its non-invasive
cancer detection technology in a separate company through separate
financing. For more information, visit SpectRx's web sites at
http://www.spectrx.com/, http://www.mysimplechoice.com/and
http://www.guidedtherapeutics.com/


SPIEGEL GROUP: Enters Into New Nat'l. Union Fire Insurance Pact
---------------------------------------------------------------
Spiegel Group and its debtor-affiliates sought and obtained the
Court's authority to enter into and perform under an agreement for
a new insurance coverage with National Union Fire Insurance
Company of Pittsburgh, Pennsylvania.

                         Prior Policy

James L. Garrity, Jr., Esq., at Shearman & Sterling LLP, in New
York, relates that Spiegel Holdings, Inc. and National Union
entered into a Directors, Officers and Corporate Liability
Insurance Policy effective as of March 1, 2002.  Pursuant to the
Prior Policy, National Union provided certain insurance coverage
to Spiegel Holdings, the Debtors, Spiegel Inc.'s non-debtor
subsidiaries, and the directors, officers, and employees of these
Spiegel entities.  Spiegel Holdings is the owner of 100% of
Spiegel's voting common stock, which represents 89% of the
economic value of Spiegel's common shares.  The Prior Policy had
a coverage period of March 1, 2002, to March 1, 2003, which was
extended to March 2, 2004.  The key terms and conditions of the
Prior Policy include:

   (a) Limit of Liability or Coverage

       The Prior Policy has a $20,000,000 aggregate limit of
       liability and provides three main types of coverage:

       * Side A Coverage -- payment to an Insured Person for non-
         indemnifiable Loss arising from Claims made against the
         Insured Person for Wrongful Acts;

       * Side B Coverage -- reimbursement to an Insured
         Organization due to its indemnification of Insured
         Persons for Loss arising from claims made against
         Insured Persons for Wrongful Acts; and

       * Entity Coverage -- payment to an Insured Organization
         for Loss of the Insured Organization arising from a
         Securities Claim made against the Insured Organization.

   (b) Retention

       There is a $500,000 retention, similar to a deductible,
       applicable to Claims under Side B Coverage and Entity
       Claims, and no retention for Claims under Side A Coverage.

   (c) Coverage is "Claims-Made"

       Like most policies for directors and officers liability
       insurance, the Prior Policy is a "Claims-Made Policy,"
       meaning that it covers Claims first made against the
       Insured entities during the Policy Period.

   (d) Exclusions

       The Prior Policy contains certain exclusions found in many
       policies for directors and officers liability insurance.
       These standard exclusions of coverage include, but are not
       limited to, exclusions for Loss in connection with Claims
       made against an Insured for:

       * illegal profit or advantage;

       * deliberate criminal or deliberate fraudulent acts;

       * bodily injury or destruction or loss of use of property;

       * emotional distress or injury from libel, slander,
         defamation or disparagement;

       * Claims by the Insured against other Insured; and

       * Claims for violations of responsibilities, obligations
         or duties imposed upon fiduciaries by the Employee
         Retirement Income Security Act of 1974.

       Several of the exclusions, including the exclusions for
       illegal profit and deliberate fraud, are subject to a
       severability clause prohibiting National Union from
       imputing facts or knowledge possessed by any Insured to
       any other Insured Person, but allowing National Union to
       impute facts and knowledge of any past, present, or future
       chairman of the board, president, chief executive officer,
       chief operating officer, chief financial officer, or
       general counsel of an Insured Organization to an Insured
       Organization.

In addition, Spiegel Holdings obtained five layers of coverage in
excess of the Prior Policy, which provide an aggregate liability
limit of $45,000,000, and reduced to $40,000,000 after March 1,
2003.  That excess coverage is provided by:

   -- Continental Casualty Co.;
   -- Zurich American Insurance Co.;
   -- Gulf Insurance Co.;
   -- Clarendon National Insurance Co.; and
   -- Federal Insurance Co.

Mr. Garrity notes that Federal did not extend the coverage on
March 1, 2003, thus lowering the total excess coverage to
$40,000,000.  Each excess policy generally "follows form" to the
Prior Policy, meaning that each excess carrier generally has
agreed to adopt the terms and conditions of the Prior Policy.

              Aon's Appointment as Broker of Record

On January 7, 2004, Spiegel appointed Aon Risk Services, Inc. as
its broker of record in connection with the Debtors obtaining
directors and officers liability, crime, bankers bond and
fiduciary insurance policies for coverage for the period from
March 1, 2004 to March 1, 2005, and to act as an intermediary
between Spiegel and National Union regarding certain coverage
disputes under the Prior Policy.  Aon conducted underwriter
meetings in January and February 2004 with Spiegel and various
insurance markets to solicit interest in providing the New
Coverage.  National Union, Continental Casualty, Twin City Fire
Insurance Co., Lloyds of London, and XL Specialty Insurance Co.
all expressed an interest in providing the New Coverage to the
Debtors.

In evaluating the New Coverage proposals received, the Debtors
considered these factors:

     (i) credit ratings of the carriers;

    (ii) policy form language;

   (iii) pricing;

    (iv) continuity; and

     (v) proposed limits of liability.

As a result of the evaluation process, the Debtors determined
that it is in the best interests of their estates, creditors and
other interested parties for National Union to provide the New
Coverage.  The Debtors arrived at that conclusion based on:

   (1) Rankings

       National Union has the highest AM Best claims payment
       rating and largest size category, providing strong comfort
       to the Debtors that the credit worthiness and claims-
       paying ability of National Union is the best in the
       market;

   (2) Policy and Pricing

       National Union offered strong coverage language in its
       2/2000 directors and officers liability insurance policy
       form and negotiated endorsements as well as competitive
       market pricing; and

   (3) Ongoing Relationship

       National Union's position as the Debtors' primary carrier
       of previous directors and officers liability, crime and
       bankers bond policies allows for continuity of primary
       carriers, and contributed to National Union's willingness
       to underwrite all of the New Coverage.  In addition,
       continuing Spiegel's relationship with National Union
       provided an incentive for both parties to favorably
       resolve disputed coverage issues under the Prior Policy.

             The New Directors, Officers & Corporate
                    Liability Insurance Policy

On March 1, 2004, the Debtors and National Union entered into the
New Agreement.  Pursuant to the terms of the New Agreement,
Spiegel agreed to purchase:

   (A) directors and officers liability insurance for the
       Debtors;

   (B) directors and officers liability insurance for the entity
       that will emerge from Chapter 11;

   (C) crime coverage;

   (D) pension trust; and

   (E) a fidelity bond for First Consumers National Bank from
       National Union for a $6,000,000 premium.

These insurance policies, individually referred to as a
"Go Forward Policy" and collectively referred to as the "Go
Forward Coverage," provide:

   (1) Term of the Go Forward Coverage

       The Policy Period is from March 1, 2004 to March 1, 2005,
       with the exception of the Emergent Entity D&O Policy for
       the emergent entity, which will have a Policy Period
       beginning from the date Spiegel emerges from bankruptcy
       and running for twelve months after.

   (2) The Insured

       With respect to the Go Forward Coverage, Spiegel will be
       the named Insured.  The Go Forward Coverage covers the
       Debtors, Spiegel's non-debtor subsidiaries, and the
       directors, officers, and employees of the Spiegel
       entities.  The Go Forward Coverage does not cover Spiegel
       Holdings.

   (3) Limit of Liability and Retention

       The Go Forward D&O Coverage will provide an aggregate
       $25,000,000 limit of liability.  The DIP D&O Policy will
       have Side A and Side B coverage and a $500,000 retention.
       The Emergent Entity D&O Policy will have Side A, Side B
       and Entity Coverage and a $250,000 retention.  In
       addition, under the DIP D&O Policy, the Side A coverage
       will be non-rescindable, and under both the DIP D&O Policy
       and the Emergent Entity D&O Policy, the Side A coverage
       will be fully severable for any material
       misrepresentations or omissions made in the application.
       With respect to the other Go Forward Policies, National
       Union has agreed to provide:

       * $5,000,000 in crime coverage subject to a single-loss
         deductible of $1,000,000;

       * $10,000,000 in fiduciary coverage subject to a $25,000
         deductible; and

       * $2,000,000 in fidelity coverage.

   (4) Coverage

       The key features of each policy comprising the Go Forward
       Coverage are set out in the New Agreement.  The DIP D&O
       Policy will provide coverage for Claims based on Wrongful
       Acts occurring after February 27, 2003, but will exclude
       Claims related to certain events listed in a Specific
       Litigation Exclusion.  The Emergent Entity Policy provides
       coverage for Claims based on Wrongful Acts occurring after
       the inception date of the Emergent Entity Policy.
       Furthermore, the Emergent Entity D&O Policy also includes
       a Securities Claims Exclusion.

   (5) Excess Liability Coverage

       The Agreement between Spiegel and National Union does not
       address the excess coverage.  The Debtors reserve the
       right to obtain excess coverage from carriers other than
       National Union.

National Union has asserted various defenses to the coverage of
certain claims under the Prior Policy and has also asserted that
the Prior Policy should be rescinded.  The Debtors have disputed
these assertions.  Pursuant to the New Agreement, National Union
waived certain coverage defenses and made other agreements
favorable to Spiegel:

   (a) Assertion that Prior Policy Should be Rescinded

       National Union agreed to waive and release its claim that
       it is entitled to rescind the Prior Policy based on
       alleged material misrepresentations and omissions in the
       application process.  In connection with this waiver,
       National Union agreed:

       -- to withdraw its pending Request for Mediation with
          the American Arbitration Association with prejudice;

       -- not to pursue now or in the future any alternative
          dispute resolution or litigation seeking to rescind the
          Prior Policy or its extension; and

       -- that the Prior Policy remains in full force and effect
          in accordance with its terms.

   (b) Asserted Defenses to Coverage

       In addition to waiving its right to rescind the Prior
       Policy, National Union has agreed to:

       -- pay the reasonable and necessary fees, costs and
          expenses of the Panel Counsel Firms retained by Spiegel
          and its Insured Persons, which have been incurred as of
          January 1, 2004, in defending the Securities Litigation
          pending in the United States District Court for the
          Northern District of Illinois; and

       -- subject to one $500,000 Retention, pay the reasonable
          and necessary fees, costs and expenses of defending the
          action styled SEC v. Spiegel, Inc., also pending in the
          United States District Court for the Northern District
          of Illinois, and the fees, costs and expenses of
          professionals retained by the Independent Examiner as
          part of the partial settlement of the SEC Action.

       The total of the fees, costs and expenses that have been
       incurred by or to be presented to Spiegel as of January 1,
       2004, is approximately $8,200,000.  National Union has
       agreed to pay the $8,200,000 less a $500,000 Retention.
       Furthermore, National Union also agreed to continue to
       pay, on a quarterly basis, the reasonable and necessary
       fees, costs and expenses incurred in connection with the
       SEC Action, and the Investigation through the full and
       final resolution of the litigation.

In addition, National Union has agreed to waive all of its other
coverage defenses under the New Policy, except for exclusions for
deliberate criminal acts, fraudulent acts, and personal profit or
advantage, which exclusions will apply only to Insured Persons.
National Union and Spiegel reserve their rights with respect
to coverage for punitive damages.

Headquartered in Downers Grove, Illinois, Spiegel, Inc. --
http://www.spiegel.com/-- is a leading international general
merchandise and specialty retailer that offers apparel, home
furnishings and other merchandise through catalogs, e-commerce
sites and approximately 560 retail stores.  The Company filed for
Chapter 11 protection on March 17, 2003 (Bankr. S.D.N.Y. Case No.
03-11540).  James L. Garrity, Jr., Esq., and Marc B. Hankin, Esq.,
at Shearman & Sterling represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,737,474,862 in assets and
1,706,761,176 in debts. (Spiegel Bankruptcy News, Issue No. 22;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


UNITED DEFENSE: Stockholders to Sell 7 Million Shares
-----------------------------------------------------
United Defense Industries, Inc. is offering 7,000,000 shares of
its common shares by selling stockholders named in its prospectus
supplement.  United Defense Industries will not receive any
proceeds from the sale by the selling stockholders.

The Company's common shares are listed on the New York Stock
Exchange under the symbol "UDI". On February 17, 2004 the closing
price for the common shares on that exchange was $31.64 per share.

                    About United Defense

United Defense designs, develops and produces combat vehicles,
artillery, naval guns, missile launchers and precision munitions
used by the U.S. Department of Defense and allies worldwide, and
provides non-nuclear ship repair, modernization and conversion to
the U.S. Navy and other U.S. Government agencies. To learn more
about United Defense, visit http://www.uniteddefense.com/

                      *     *     *

As reported in the Troubled Company Reporter's March 1. 2004
edition, Fitch Ratings upgraded the rating on United Defense
industries' senior secured credit facilities to 'BB+'. The Rating
Outlook has been revised to Stable from Positive. The rating
upgrade reflects UDI's sustained solid operating performance and
cash flow generation, which have translated into strong credit
metrics and substantial cash balances. UDI also benefits from
continued strong defense spending and its position as a
significant player in the U.S. Army's transformation.


VISTA GOLD: Auditors Issue Going Concern Qualification at 2003
--------------------------------------------------------------
Vista Gold Corp. (Amex: VGZ; Toronto) announced its financial
results for the year ended December 31, 2003, as filed on March
30, 2004 with the U.S. Securities and Exchange Commission in the
Corporation's Annual Report on Form 10-K.

For the year ended December 31, 2003, Vista reported a
consolidated net loss of US $2.7 million or $0.22 per share
compared to the 2002 consolidated net loss of US $2.8 million or
US $0.41 per share.

The Corporation received net cash from financing activities of US
$8.1 million in 2003 compared to US $6.8 million in 2002. Net cash
used in investing activities in 2003 was US $3.0 million compared
to US $1.2 million in 2002, and in 2003, uses of cash included the
acquisition of six gold properties, funding of exploration
activities and land holding costs. Net cash used for operations in
2003 was US $3.0 million compared to US $3.5 million in 2002. The
unused cash received from financing activities in 2003 is on hand
as working capital.

The financial position of the Corporation included current assets
at December 31, 2003, of US $6.5 million compared to US $4.1
million in 2002 and total assets of US $26.3 million at December
31, 2003, compared to US $20.7 million in 2002. Total liabilities
at December 31, 2003, were US $4.6 million compared to US $5.3
million in 2002 and shareholders' equity was US $21.7 million at
December 31, 2003, compared to US $15.4 million in 2002. The
Corporation's working capital as of December 31, 2003, was US $6.1
million which increased by US $2.6 million from US $3.5 million in
2002.

Due to the timing of non-discretionary and discretionary spending,
working capital of US $6.1 million as of December 31, 2003, was
not sufficient to cover estimated 2004 cash requirements of US
$8.8 million which includes bond payments for Hycroft, general
operations, exploration activities and land holding costs. As a
result, the Form 10-K contains a going concern qualification from
the Corporation's independent auditors. However, subsequent to
year end 2003, warrants have been exercised providing US $2.2
million in cash for the Corporation, which has reduced the
expected shortfall for 2004 to approximately US $0.5 million. In
addition, there are outstanding warrants presently "in the money"
that if now exercised, would provide approximately US $8.9 million
in additional cash. There are, however, no assurances that any of
these warrants will be exercised during 2004 and Vista may find it
necessary to raise additional funds through private placements.
While Vista has been successful in raising money by private
placements in the past, there are no guarantees that Vista will be
successful in the future. Management believes, however, that
absent sufficient funding through warrant exercises or private
placements, sale or joint venture of one or more of Vista's
current projects will generate sufficient funds to cover any
shortfall in 2004.

On another matter, Vista received notice on March 30, 2004, that
the U.S. Bureau of Land Management, Nevada State Office ("BLM")
accepted the replacement bond for the Hycroft Mine in Nevada in
the amount of US $6.8 million. The new insurance/assurance bonding
instrument, as further described in the press release of January
22, 2004, provided through member companies of American
International Group, Inc. replaces the existing bond made up of a
US $5.1 million non-cash collaterized bond from American Home
Assurance Company, letters of credit of US $1.7 million posted
directly with the BLM and the existing indemnity agreement between
Vista and its wholly-owned subsidiary Hycroft Resources &
Development, Inc.

The annual general meeting of the Corporation's shareholders has
been scheduled for Monday, May 10, 2004 at 10:00 a.m., Vancouver
time, at the offices of Borden Ladner Gervais LLP, Suite 1200, 200
Burrard Street, Vancouver, British Columbia, Canada.

Vista Gold Corp., based in Littleton, Colorado, evaluates and
acquires gold projects with defined gold resources. Additional
exploration and technical studies are undertaken to maximize the
value of the projects for eventual development. The Corporation's
holdings include the Maverick Springs, Mountain View, Hasbrouck,
Three Hills, Hycroft and Wildcat projects in Nevada, the Long
Valley project in California, the Yellow Pine project in Idaho,
the Paredones Amarillos and Guadalupe de los Reyes projects in
Mexico, and the Amayapampa project in Bolivia.


WAVE SYSTEMS: Losses and Deficit Trigger Going Concern Doubt
------------------------------------------------------------
Pursuant to Rule 4350 of the NASD Marketplace Rules, Wave Systems
Corp. (NASDAQ: WAVX; www.wave.com) announced that its auditors'
opinion letter (dated March 12, 2004 and contained in Wave's Form-
10-K filed on March 24, 2004) for the year ended December 31,
2003, raises "substantial doubt" about Wave's ability to continue
as a going concern given its recurring losses from operations,
working capital position and its accumulated deficit.

In its Annual Report on Form 10-K, for the year ended December 31,
2003, Wave reported working capital of approximately $12.4
million. Further, considering its current cash balance and
projected operating cash requirements, Wave disclosed in its Form
10-K that it anticipates that it will need a minimum of $3.0
million of additional cash to satisfy its current forecasted cash
flow requirements for the twelve-month period ending December 31,
2004.

For additional information, please refer to Wave's Form 10-K for
the year-ended December 31, 2003.

                     About Wave Systems

Consumers and businesses are demanding a computing environment
that is more trusted, private, safe and secure. Wave is a leader
in delivering trusted computing applications and services with
advanced products, infrastructure and solutions across multiple
trusted platforms from a variety of vendors. Wave holds a
portfolio of significant fundamental patents in security and e-
commerce applications and employs some of the world's leading
security systems architects and engineers. For more information
about Wave, visit http://www.wave.com/


WEIRTON STEEL: Court Clears Asset Sale Bidding Protocol
-------------------------------------------------------
To ensure that maximum value is obtained for the Sale Assets, the
sale of the Weirton Steel Debtors' Sale Assets is subject to
higher and better offers.  In that regard, the Debtors sought and
obtained Court approval for these Bidding Procedures to govern the
submission of competing bids:

A. Copies of the Debtors' request and the order and notice of
   hearing will be sent all known parties that have expressed an
   interest in purchasing the Sale Assets or that have been
   contacted.  Before any potential purchaser is granted access
   to any non-public, confidential, proprietary, or otherwise
   sensitive information about the Debtors, their assets, or
   their finances, the potential purchaser must execute and
   deliver to the Debtors a confidentiality agreement.

B. Any entity other than ISG Weirton and ISG that wishes to
   participate in the bidding process must first deliver to the
   Debtors on or before 4:00 p.m. on April 6, 2004:

      * an executed asset purchase agreement in a form
        substantially similar to the Agreement and marked to
        clearly reflect all variations from the Agreement;

      * the most current audited and latest unaudited financial
        statements of the Potential Bidder, or, if the Potential
        Bidder is an entity formed for the purpose of the
        Acquisition of the Sale Assets, then (x) the financials
        of the equity holder of the Potential Bidder or other
        form of financial disclosure as is acceptable to the
        Debtors in their sole discretion, and (y) the written
        commitment in a form acceptable to the Debtors of the
        equity holder of the Potential Bidder agreeing to be
        responsible for the Potential Bidder's obligations in
        connection with the proposed acquisition of the Sale
        Assets;

      * a board resolution or similar document authorizing the
        Potential Bidder to consummate the proposed Sale and, if
        applicable, authorizing the equity holder of the
        Potential Bidder to financially support the Potential
        Bidder's obligations; and

      * a Bid Deposit.

C. In order to be a Qualified Bidder, a Potential Bidder must
   submit a Qualified Bid.  The Qualified Bid must:

      * be for all Sale Assets;

      * acknowledge that the Potential Bidder's offer is subject
        to the Debtors' obligations to pay the Break-Up Fee and
        Expense Reimbursement;

      * be accompanied by a $7,875,000 cash deposit; and

      * propose total consideration of cash and assumed
        liabilities with "a fair market value" of at least
        $7,875,000 greater than $255,000,000 and the bid must
        also provide for the indefeasible and final payment of
        the Senior Debt in cash in full at the closing.  The
        Minimum Overbid is equal to the sum of the Break-Up Fee,
        the maximum Expense Reimbursement and $1,000,000.

D. If a Qualified Bid other than that of ISG Weirton and ISG is
   received by the Bid Deadline, then an Auction will take place.
   The Auction will occur at 10:00 a.m. on April 12, 2004 at the
   offices of McGuireWoods LLP.  If no Qualified Bid other than
   that of ISG Weirton and ISG is received by the Bid Deadline,
   then the Auction will not be held.  ISG Weirton and ISG will
   be deemed as the Successful Bidder.  The Agreement will be the
   Successful Bid, and at the Sale Hearing, the Debtors will seek
   the Court's authority to consummate the Sale contemplated by
   the Agreement.

E. Only a Qualified Bidder who has submitted a Qualified Bid will
   be eligible to participate at the Auction.  Only the
   authorized representatives of each the Qualified Bidders, the
   Debtors, Fleet Capital Corporation, the Ad Hoc Committee of
   Noteholders, the Official Committee of Unsecured Creditors,
   and the ISU will be permitted to attend the Auction.

   At the Auction, Qualified Bidders will be permitted to
   increase their bids.  The bidding at the Auction will start at
   the purchase price stated in the highest or otherwise best
   Qualified Bid as disclosed to all Qualified Bidders prior to
   the commencement of the Auction, and continue in increments of
   at least $2,000,000 in cash after the Minimum Overbid.  ISG
   Weirton will be credited with, and have added to the aggregate
   amount of its bid at the Auction, an amount equal to the
   Break-Up Fee and the maximum Expense Reimbursement to which it
   would be entitled if it is not the Successful Bidder.

F. Unless otherwise agreed by the Debtors, no Qualified Bidder
   will be permitted more than 30 minutes to respond to the
   previous bid at the Auction.  Immediately prior to the
   conclusion of the Auction, the Debtors will review each
   Qualified Bid on the basis of its financial and contractual
   terms and its impact on creditors and parties-in-interest of
   the Debtors; and determine and identify the Successful Bid and
   the next highest or otherwise best offer after the Successful
   Bid.

G. In the event that the Successful Bidder is unable or unwilling
   to close the Sale, the Debtors will be permitted to consummate
   the Sale with the Backup Bidder according to the terms of the
   Backup Bid without necessity for further notice or hearing.

H. After the Auction but before the Sale Hearing, the Debtors
   will file with the Court and serve a Notice of Successful
   Bidder on all parties listed on the Official Service List
   established in these cases.

I. On April 14, 2004, at 10:30 a.m., the Debtors will present the
   results of the Auction together with the Successful Bid at a
   hearing before the Bankruptcy Court, at which time the
   Bankruptcy Court will be requested by the Debtors to make
   certain findings of fact and conclusions of law in connection
   with the Agreement, the Sale, the Successful Bid and the
   Backup Bid

The Debtors will serve by first-class mail, postage prepaid,
copies of the Bidding Procedures Order, the Sale Motion, and a
notice of the Auction and Sale Hearing and related Bidding
Procedures and Contract Objection Procedures on the interested
parties. Publication of the Sale Notice in the national editions
of The Wall Street Journal and The New York Times, is deemed
proper notice to any other interested parties whose identities are
unknown to the Debtors.

To the extent not otherwise resolved or withdrawn, the objections
filed by the West Virginia Workers' Compensation Commission, the
Informal Committee of Senior Secured Noteholders, Frontier
Insurance Company, MABCO Steam Company, LLC, JP Morgan Trust
Company, N.A. as indenture trustee and the Official Committee of
Unsecured Creditors are overruled. (Weirton Bankruptcy News, Issue
No. 22; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WESTPOINT STEVENS: Wants Until July 29 to File a Chapter 11 Plan
----------------------------------------------------------------
On August 13, 2003, the WestPoint Stevens Debtors presented to
their creditor constituencies a five-year business plan.  The
Debtors, in conjunction with their financial and legal advisors,
then began the process of preparing a company valuation.  Evolving
trends and issues in the textile industry, however, have led the
Debtors to conclude that certain original assumptions were no
longer valid.

John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that in recent years, the textile industry in North
America has been in a state of economic flux that led to the
closing and liquidation of many domestic textile manufacturers,
the most recent being one of the Debtors' key competitors.  The
source of economic consternation in the U.S. textile market has
become more acute, due in large part to the rapidly increasing
ability of foreign textile competitors to deliver product and
service that meet the demands of domestic customers.  Textile
import numbers for the third quarter of 2003, published in
January 2004, show a dramatic increase in the rate of foreign
competition.  As one of North America's leading manufacturers,
marketers, and distributors of home textile products, the Debtors
are witnessing first-hand these changes and challenges.

When the Debtors completed their 2004 budget review, which was
presented to their creditor constituencies on January 30, 2004,
it was evident that they would have to more aggressively address
the threat of lower cost, foreign competition and revise their
long-term business plan accordingly.  To that end, the Debtors
immediately began searching for industry experts to assist in
evaluating the Debtors' options to compete against the increased
foreign competition.  The Debtors interviewed many firms and
chose Kurt Salmon Associates, a recognized expert in developing
and implementing sophisticated international production and
sourcing capabilities for large manufacturers and retailers.
Kurt Salmon has a large international practice with offices in
many locations, including Hong Kong, Shanghai, New Delhi and
Mexico.

Mr. Rapisardi says that the Debtors and Kurt Salmon need a
sufficient period of time to complete the analysis.  In addition,
the industry has experienced wide fluctuations over the last four
months in the price of raw materials especially cotton.  The
Debtors' business plan assumptions relating to the volatility of
the prices of raw materials needs to be corrected.  The Debtors
must address these challenges now to maximize value for all
creditors.

To allow sufficient time to complete their analysis, the Debtors
ask the Court to further extend:

   * their exclusive period to file a Chapter 11 plan through
     and including July 29, 2004; and

   * their exclusive period to solicit acceptances of that
     plan through and including September 27, 2004.

The requested extension is sufficiently short to protect
creditors who feel lengthy extensions may delay progress.

The Court will convene a hearing on April 22, 2004 to consider
the Debtors' request.  Accordingly, Judge Drains extends the
Debtors' exclusive filing period until the conclusion of that
hearing. (WestPoint Bankruptcy News, Issue No. 19; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


WEYERHAEUSER: Will Release First Quarter Earnings on April 23
-------------------------------------------------------------
Weyerhaeuser Company (NYSE: WY) will release results for first
quarter 2004 on April 23, before the market opens.

The company will hold a live conference call at 7 a.m. Pacific (10
a.m. Eastern) on April 23 to discuss the first quarter results.

To access the conference call, listeners calling from within North
America should dial 1-888-221-5699 at least 15 minutes prior to
the start of the conference call.  Those wishing to access the
call from outside North America should dial 1-706-643-3795.
Replays of the call will be available for one week following
completion of the live call and can be accessed at 1-800-642-1687
(access code - 6409071) within North America and at 1-706-645-9291
(access code - 6409071) from outside North America.

The call may also be accessed through Weyerhaeuser's Internet site
-- http://www.weyerhaeuser.com/-- by clicking on the "Listen to
our conference call" link.

Weyerhaeuser Company (Fitch, BB+ Senior Unsecured Long-
Term Ratings, Stable Outlook), one of the world's largest
integrated forest products companies, was incorporated in 1900.
In 2003, sales were $19.9 billion.  It has offices or operations
in 18 countries, with customers worldwide.  Weyerhaeuser is
principally engaged in the growing and harvesting of timber; the
manufacture, distribution and sale of forest products; and real
estate construction, development and related activities.
Additional information about Weyerhaeuser's businesses, products
and practices is available at http://www.weyerhaeuser.com/

      For more information contact:

      Media - Bruce Amundson, 253-924-3047
      Analysts - Kathryn McAuley, 253-924-2058


WMG ACQUISITION: S&P Affirms B- Bank Loan Rating to $465M Sr. Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on WMG Acquisition Corp. (together with parent
holding company and subsidiaries, WMG).

At the same time, Standard & Poor's affirmed its 'B-' ratings on
the company's proposed $465 million senior subordinated notes due
2014 (reduced from $615 million) and GBP100 million senior
subordinated notes due 2014. Standard & Poor's also affirmed its
'B+' bank loan rating on WMG's $1.2 billion term loan (increased
from $1 billion) and its $250 million revolving credit.

"Standard & Poor's lowered its recovery rating on the facility to
'4' from '3', based on the increase in the size of the term loan,
which, together with the revolving credit, represent nearly 70% of
total debt," said Standard & Poor's credit analyst Heather
Goodchild. A recovery rating of '4' indicates a marginal recovery
of principal (25%-50%) in the event of a default.

New York City-based major music company will have $1.85 billion of
gross debt, pro forma for this transaction. WMG was acquired on
Feb. 29, 2004, by an investor group comprised of Thomas H. Lee
Partners, Edgar Bronfman Jr., Bain Capital Partners, and
Providence Equity Partners.


WORKFLOW MANAGEMENT: Lenders Agree to Modify Credit Agreement
-------------------------------------------------------------
Workflow Management, Inc. (Nasdaq:WORK) announced that its lenders
have consented to certain modifications to the Company's most
recent credit facility amendment and default waiver. As previously
announced, these modifications were conditions to the agreement by
WF Holdings, Inc., an entity formed and controlled by Perseus,
L.L.C. and The Renaissance Group, LLC, to increase the cash amount
to be paid for shares of Workflow common stock in the pending
merger transaction from $4.87 per share to $5.375 per share. As a
result, all conditions to the increased merger price have now been
satisfied. The Company's stockholders will vote on the merger at a
special stockholder meeting in West Palm Beach, Florida that has
been postponed until April 1, 2004 at 4:00 p.m. EST.

In a separate press release, Workflow referred to a non-binding
alternative financing proposal by Pacific Coast Investment
Partners, which was supported by a financing proposal from LaSalle
Business Credit. The Company has now learned that, due to a
conflict, LaSalle has rescinded its proposal.

               About Workflow Management, Inc.

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


WORKFLOW MANAGEMENT: WF Merger Cash Increased to $5.375 Per Share
-----------------------------------------------------------------
Workflow Management, Inc. (Nasdaq:WORK) announced that WF
Holdings, Inc., an entity formed and controlled by Perseus, L.L.C.
and The Renaissance Group, LLC, has agreed to increase the cash
amount to be paid for shares of Workflow common stock from $4.87
per share to $5.375 per share. WF Holdings and Workflow have
amended their Merger Agreement, dated January 30, 2004, to provide
for the increased merger consideration, subject to certain
concessions from the Company's lenders.

In order to allow Workflow stockholders an opportunity to consider
the increased merger consideration and other factors, the special
meeting of stockholders has been postponed to April 1, 2004 at
4:00 p.m., local time, at the Hilton Palm Beach Airport, 150
Australian Avenue, West Palm Beach, Florida, 33406.

The amendment to the Merger Agreement is conditioned upon certain
modifications to the Company's most recent credit facility
amendment and default waiver, which the Company and its lenders
had entered into in January in connection with the Merger
Agreement. Specifically, the revised merger price is conditioned
upon the agreement of the Company's lenders to waive certain
amounts otherwise due to them to the extent that the Company's
"net debt" (as defined in the Merger Agreement) at the closing of
the transaction with WF Holdings is less than the net debt target
specified in the Merger Agreement. The Company expects to make an
announcement later today regarding the position of its lenders on
the proposed credit facility amendment.

Workflow also addressed a revised, non-binding financing and
recapitalization proposal submitted by Pacific Coast Investment
Partners in an amended Schedule 13D filed with the Securities and
Exchange Commission on March 29, 2004. The Pacific Coast proposal
includes a letter from LaSalle Business Credit stating it will,
following the payment of certain amounts, consider establishing
new revolving credit and term loan facilities and also includes a
conditional proposal from Silver Point Finance, LLC for a junior
loan facility. The LaSalle letter states that it is "neither a
contract nor an offer to enter into a contract nor a commitment to
obligate LaSalle in any way." The LaSalle and Silver Point loan
facility proposals are subject to completion of due diligence and
several other conditions, including a proposed $30 million equity
investment in Workflow based on a valuation of $4.87 per share.
Despite repeated requests from the Company's financial advisors,
Pacific Coast has not provided the Company with equity commitment
letters or term sheets, nor with the specific proposed equity
investment by individual investors.

"The Board has discussed and, with the assistance of its advisors,
has evaluated the Pacific Coast proposal," reported Gerald F.
Mahoney, Chairman of the Board. "In moving forward with the
proposed merger with WF Holdings, the Board has considered, among
other factors, the terms of the Pacific Coast proposal, the stated
conditions to closing the proposed refinancing and
recapitalization, the time necessary for the proposed lenders and
new investors to conduct due diligence, the uncertainties inherent
in proposals that do not represent enforceable commitments, and
the absence of information about the proposed equity component of
the proposal."

               About Workflow Management, Inc.

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


WORLDCOM: Fourteen-State Consortium Pushes to Disqualify KPMG
-------------------------------------------------------------
On behalf of the Commonwealth of Massachusetts and the States Of
Alabama, Arkansas, Connecticut, Florida, Georgia, Iowa, Kentucky,
Maryland, Michigan, Missouri, New Jersey, Pennsylvania, and
Wisconsin, Alan LeBovidge, the duly appointed Commissioner of
Revenue for the Commonwealth of Massachusetts, asks the Court to
disqualify KPMG, LLP as the Worldcom Inc. Debtors' accountant,
auditor, and tax advisor.

Thomas F. Reilly, Attorney General of Massachusetts, recalls that
the analysis of the Debtors' Joint Plan of Reorganization and
Disclosure Statement led to discovery of what has become known as
the $20 billion sham royalty claim of WorldCom, Inc. against MCI,
which came about as part of a prepetition state income tax
evasion scheme proposed to the Debtors by KPMG involving
deductions for royalty charges accrued but never paid.

In light of the disclosure of the sham royalty deductions,
Massachusetts and other states moved to enlarge the time to file
claims.  Accordingly, the Court extended the time for filing
state tax claims to April 1, 2004.

In November 2003, the separate entity States composed of Alabama,
Arkansas, Connecticut, the District of Columbia, Florida,
Georgia, Iowa, Kentucky, Maryland, Massachusetts, Michigan,
Missouri, New Jersey, Pennsylvania, and Wisconsin, as well as the
combined reporting States composed of California, Idaho, Kansas,
Maine, Minnesota, Montana, New Hampshire, Oregon, and Utah,
commenced an audit of the Debtors' books and records for the tax
years 1999 to 2002 through the offices of the Multistate Tax
Commission.

The MTC audit focused primarily on the Debtors' inter-company
expenses.  The MTC concluded that the inter-company expense issue
had been properly accounted for in the combined reporting States.
However, the MTC also concluded that the Debtors owed a
substantial tax liability to the separate entity States.

The MTC auditors determined that for tax years 1999 to 2002, the
Debtors had taken in excess of $24,000,000,000 in royalty expense
deductions.  The Debtors' tax returns for these years did not
always plainly and expressly identify the royalty expense
deductions as such, but instead identified them as "management
fees," Mr. Reilly says.

The MTC auditors determined from interviews with the Debtors'
personnel that the royalties were for the purported use of what
was termed "management foresight."  When asked to explain the
meaning of this term, the Debtors' representatives indicated that
the whole reorganization of the company was the idea of top
management and that this idea had produced profitability for the
company.  The MTC auditors also determined that no cash had ever
been transferred in connection with these claimed royalty
deductions.

According to the Debtors' attorneys' December 11, 2003 letter to
Bankruptcy Examiner Dick Thornburgh, the Debtors booked a reserve
of $87,000,000, demonstrating its awareness of the risk
associated with the scheme.

Under Massachusetts tax law and the tax laws of other States, Mr.
Reilly explains that royalty deductions may be disallowed
entirely or in part if the taxpayer fails to show a valid good-
faith business purpose other than tax avoidance and there is no
economic substance to the royalty payments apart from the
asserted tax benefit.  Accordingly, based on the MTC audit
finding, and pursuant to State law, Massachusetts and the other
States disallowed the royalty expense deduction and have made
adjustments to the net income of each of the Debtor's reporting
entities.

On the basis of the disallowed deductions for royalties and
management fees, the Commissioner has filed timely proofs of
claim for additional unpaid Massachusetts taxes, interest and
penalties in these amounts:

   -- Unsecured Priority Claims for $41,600,000;
   -- General Unsecured Claims for $36,700,000; and
   -- Administrative Claims for $11,600,000.

These claims include additional taxes of $42,700,000, interest of
$4,800,000 and penalties of $42,400,000 having been imposed
pursuant to Section 28 of Chapter 62C of the General Laws of
Massachusetts, for filing a false or fraudulent return or
willfully attempting to defeat or evade the tax.

On January 26, 2004, Examiner Dick Thornburgh filed his third and
final report.  As described and highlighted in the Report:

A. KPMG presented a proposal to the Debtors to develop the inter-
   company royalty plan for the taxable periods 1999 to 2002,
   which the Debtors adopted and implemented in January 1999; and

B. The royalty plan created deductions in violation of state tax
   laws:

   * KPMG rendered flawed tax advice and failed to disclose the
     risks;

   * [WorldCom's] "Management Foresight" was not commercially
     transferable;

   * Even if legitimate intangible assets existed, there is no
     evidence that [WorldCom] owned all of them;

   * [WorldCom] failed to transfer the purported principal
     intangible asset;

   * Potentially misleading applications were filed with the
     state taxing authorities; and

   * The royalty programs lacked economic substance.

Based on these findings, Mr. Thornburgh's Report determined that:

   To the extent that state taxing authorities determine that the
   the Debtors are liable for tax deficiencies, the Examiner
   believes that the Debtors have claims against KPMG for
   recovery of penalties or interest charged.

The accounting services performed by KPMG included auditing the
restatement of the Debtors' financial statements on an on-going
basis, for the tax periods 1999 to 2003.  The royalty plan and
the related State tax issues, including but not limited to the
States' disallowance of the royalty deductions and the State's
tax claims against the Debtors prejudice the work that KPMG is
doing now on the 2003 restatements as well as the other years.

Mr. Reilly relates that Section 327(a), in tandem with Section
1107 of the Bankruptcy Code, allows a debtor-in-possession to
employ professionals "to represent or assist the trustee in
carrying out the trustee's duties [during a bankruptcy]" provided
that the professionals "do not hold or represent interests
adverse to the estate, and that are disinterested persons."

However, Mr. Reilly asserts that KPMG's conflict of interest is
open and notorious.  KPMG provided the basis for the tax evasion
strategy by which the Debtors generated the invalid deductions
stemming from the royalty plan, leading to the States' tax
claims.  As a part of auditing the Debtors' restatement of
its financials, KPMG would have to evaluate the soundness of its
own tax minimizing strategies and would have its own financial
interest at stake.

According to Mr. Thornburgh's Report, both the Debtors and KPMG
may potentially dispute the liability of tax penalties and
interest, which are economic interests, stemming from KPMG's
royalty plan.  In other words, the Debtors may have an action
against KPMG for interest and penalties stemming from the tax
minimization plan, specifically due to the disallowance of the
royalty expense deductions.  A cause of action held by a debtor
against a professional employee is inherently a conflict of
interest.

Furthermore, Mr. Thornburgh's Report states that the factual
development of the allegations that are set forth in that report
stemming from the royalty plan "was made more difficult and time
consuming due to a lack of full cooperation by the Debtors and
KPMG."  This "lack of cooperation" by the Debtors and KPMG also
evinces the "appearance of a conflict of interest," as neither
party willingly disclosed pertinent information regarding the
royalty plan.

"Allowing the Debtors to continue working in concert with KPMG
gives the appearance of a conflict of interest as they have
already attempted to forestall the Examiner's investigation," Mr.
Reilly says.

Furthermore, allowing KPMG to evaluate the soundness of its own
strategies plainly demonstrates the existence of a conflict of
interest.  Any appearance of disinterestedness is vitiated by the
findings of Mr. Thornburgh's Report.

As the Debtors have a potential claim against KPMG stemming from
the royalty plan, Mr. Reilly asserts that KPMG has a financial
interest in the affairs of the Debtors, specifically in the
ongoing restatement of earnings for the tax periods at issue.

Additionally:

   -- KPMG has an interest adverse to the Debtors as KPMG may be
      liable to the Debtors for tax penalties and interest
      stemming from KPMG's tax minimizing strategy and that there
      is an appearance of non-disinterestedness based on KPMG's
      prior relationship with the Debtors; and

   -- KPMG also has an ongoing interest adverse to the State tax
      claimants because, upon information and belief, the Debtors
      continue to employ the royalty deduction scheme to the
      detriment of the States.

KPMG has already received or has applied for payment of fees in
excess of $146,000,000.  Since KPMG was not a disinterested party
before or at the time of its employment by the Debtor or at any
time thereafter, KPMG is not entitled to receive or retain any
compensation from the Debtors' estate.

Therefore, the Commonwealth of Massachusetts, et al. ask the
Court to:

   (a) declare that KPMG holds interests adverse to the estate
       and is not a disinterested party;

   (b) vacate its order authorizing the employment of KPMG as
       accountant, auditor, and tax advisor;

   (c) direct KPMG to disgorge all fees it has received from the
       Debtors' estates; and

   (d) retain jurisdiction over the Debtors until such time as
       the Court authorizes the employment of a successor to
       KPMG.

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)


WORLDSPAN: Reports Fourth Quarter & Full Year 2003 Fin'l Results
----------------------------------------------------------------
Worldspan, L.P. reported financial results for the fourth quarter
as well as for the year ended December 31, 2003.  For the fourth
quarter, the Company reported revenue of $199.9 million and a net
loss of $21.1 million.  For the year 2003, Worldspan reported
revenue of $896.9 million and net income of $13.7 million.

"The recovery in travel bookings has continued and we are
especially pleased with the growth in our online bookings," said
Rakesh Gangwal, chairman, president and chief executive officer of
Worldspan.  "The sale of Worldspan in 2003 by its former airline
owners marked a watershed year in the history of Worldspan.  In
the years to come, we look forward to enhancing and strengthening
Worldspan's role as a leader in the travel industry."

                    Financial Highlights
                    Fourth Quarter 2003

Revenue:    Fourth quarter revenue was $199.9 million, a 2.1%
            decrease from revenue of $204.2 million in the fourth
            quarter 2002.  An increase of $5.4 million in
            electronic travel distribution revenue was more than
            offset by a $9.6 million decrease in IT Services
            revenue.  The primary driver of the decreased IT
            Services revenue was the $8.3 million quarterly credit
            provided to Worldspan's former owners under the terms
            of their  respective IT Services agreements.

Operating
Profit:     Fourth quarter operating loss was $8.7 million,
            a decrease of $11.1 million, from an operating profit
            of $2.4 million in the fourth quarter of 2002.  The
            decrease was primarily due to a $10.4 million increase
            in amortization expense resulting from purchase
            accounting adjustments following the Company's
            acquisition as well as the revenue decline from
            decreased IT Services revenue.

Net
Income:     Fourth quarter net loss was $21.1 million compared to
            a net loss of $6.2 million in the same period last
            year, an increase of $14.9 million.  The increase was
            primarily from the $11.1 million decline in operating
            income and increased interest expense of $9.0 million
            associated with debt incurred to fund the acquisition
            of the Company.

Global
Bookings:   Worldspan's global booking volumes increased
            2.4% in the fourth quarter of 2003 compared to the
            fourth quarter of 2002, continuing the rebound in
            bookings activities that began late in the second
            quarter of 2003. Bookings in the online channel grew
            14.8% on a quarter over quarter basis, while
            traditional agency bookings declined by 7.1% in the
            fourth quarter 2003 compared to the fourth quarter
            of 2002.

Restatement
of
Financial
Statements: During the fourth quarter of 2003, Worldspan
            identified certain items which should
            have been recorded in the first two quarters of 2003,
            which were quarters prior to the sale of Worldspan by
            the former owners, and in the third quarter of 2003
            which was subsequent to the sale of Worldspan.  The
            items related primarily to contract termination
            expenses and other accruals.

For first quarter 2003, operating expenses were overstated by
$0.05 million with a $0.05 million understatement of net income.
For second quarter 2003, operating expenses were understated by
$1.9 million with a $1.9 million overstatement of net income.  For
third quarter 2003, operating expenses were overstated by $0.05
million with a $0.05 million understatement of net income.

                      Full Year 2003

Revenue:    For the year ended December 31, 2003, revenue was
            $896.9 million, a 2.0% decrease from $914.9 million
            for the year ended December 31, 2002.  An increase in
            electronic travel distribution revenue of $4.3 million
            was more than offset by a $22.3 million decrease in IT
            Services revenue.  The primary driver of the decreased
            IT services revenue was the $16.7 million credit
            provided to Worldspan's former owners under their IT
            Services agreements.

Operating
Profit:     For the year ended December 31, 2003, operating
            profit was $57.4 million, a decrease of $54.6 million
            from operating profit of $112.0 million in 2002.  The
            decrease of $54.6 million resulted primarily from an
            incremental $20.5 million in amortization expense
            resulting from purchase accounting adjustments
            following the Company's acquisition as well as the
            revenue decrease mentioned previously.

Net
Income:     For the year ended December 31, 2003, net income was
            $13.7 million compared to $104.8 million in 2002, a
            decrease of $91.1 million.  The decline from the 2002
            to 2003 reflects the $54.6 million decline in
            operating income, increased interest costs of $18.1
            million associated with debt incurred to fund the
            acquisition of the Company, and $17.3 million for one-
            time personnel related expenses resulting from the
            acquisition.

Global
Bookings:   Worldspan's global booking volumes increased
            0.4% in 2003 compared to 2002.  Bookings in the online
            channel grew 19.0% on a year over year basis, while
            traditional agency bookings for 2003 declined by 11.8%
            compared to 2002.

                        About Worldspan

Worldspan (S&P, B+ Corporate Credit Rating, Stable Outlook) is a
leader in travel technology resources for travel suppliers,
travel agencies, e-commerce sites and corporations worldwide.
Utilizing some of the fastest, most flexible and efficient
networks and computing technologies, Worldspan provides
comprehensive electronic data services linking approximately 800
travel suppliers around the world to a global customer base.  The
Company offers industry-leading Fares and Pricing technology such
as Worldspan e-Pricing(R), hosting solutions, and customized
travel products.  Worldspan enables travel suppliers, distributors
and corporations to reduce costs and increase productivity with
best-in-class technology like Worldspan Go!(R) and Worldspan Trip
Manager(R).  Worldspan is headquartered in Atlanta, Georgia.
Additional information is available at worldspan.com.


WRC MEDIA: S&P Assigns B Rating to Subsidiaries' $30MM Bank Debt
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to the
$30 million amended and restated first-lien senior secured bank
revolving credit facility due 2008 of WRC Media Inc.'s operating
subsidiaries, Weekly Reader and CompassLearning Inc.

At the same time, Standard & Poor's assigned its 'B-' rating to
Weekly Reader and CompassLearning Inc.'s $145 million second-lien
senior secured term loan due 2009. Both of these ratings were
placed on CreditWatch with negative implications.

The New York, N.Y.-based supplemental education publisher serves
the school, library, and home markets and has about $300 million
in consolidated debt. Proceeds of the second-lien facility were
used to refinance the company's existing term debt, pay off
revolving credit borrowings, and provide roughly $6 million in
cash for general corporate purposes.

The refinancing was critical to avoid a potential liquidity crisis
and financial covenant violation that would have occurred with the
expiration of a waiver on March 31, 2004. Nonetheless, the ratings
on the company, including the 'B' corporate credit rating, remain
on CreditWatch with negative implications due to concerns about
the pending re-audit of its 2001 financial statements and the
preliminary SEC inquiry into its financial policies and practices.

The re-audit follows WRC's recent restatement of its 2001 results,
which did not produce any material changes to its financial
statements. A re-audit is required because the company's prior
auditor, Arthur Andersen LLP, has ceased operations. The
restatements raise questions about the quality of the company's
financial controls and any negative developments from the re-audit
or the ongoing SEC investigations could pressure the ratings.
Moreover, the absence of a current audit for 2001 may allow
subordinated debt holders to claim a breach of information
requirements.

Under such circumstances, WRC would have 60 days to furnish a re-
audit to cure the violation. A breach claim would lead to a
lowering of the corporate credit rating to the 'CCC' category.
Failure to cure the breach could trigger a default under this
indenture and WRC's other debt agreements and require accelerated
repayment. This would threaten the company's ability to continue
as a going concern. Conversely, a successful and timely re-audit
and conclusion to the SEC inquiry without any negative
consequences would be expected to lead to an affirmation of the
ratings, with a negative outlook.


ZOLTEK COMPANIES: Closes Additional $5 Million Financing
--------------------------------------------------------
Zoltek Companies, Inc. (Nasdaq: ZOLT) reported that $5 million of
the previously announced agreement for the private placement of
$5.75 million aggregate principal amount of 6% convertible
debentures due September 2006 has been funded. The Company expects
that the remaining $750,000 will be completed during early April
2004. The debentures are convertible into shares of Zoltek's
common stock at a conversion price of $6.25 per share. In
addition, the Company agreed to issue to the debenture investors
warrants to purchase an amount of shares of the Company's common
stock equal to 25% of the number of shares issuable upon
conversion of the debentures, at an exercise price of $7.25 per
share.

The agreement is an element of the Company's previously announced
plans to enhance its liquidity and access capital resources in
support of its developing carbon fiber manufacturing business.

Zoltek is an applied technology and materials company. Zoltek's
Carbon Fiber Business Unit is primarily focused on the
manufacturing and application of carbon fibers used as
reinforcement material in composites, oxidized acrylic fibers for
heat/fire barrier applications and aircraft brakes, and composite
design and engineering to support the Company's materials
business. Zoltek's Hungarian- based Specialty Products Business
Unit manufactures and markets acrylic fibers, nylon products and
industrial materials.

                        *    *    *

               Liquidity and Capital Resources

In its latest Form 10-Q filed with the Securities and Exchange
Commission, Zoltek reported:

The Company intends for the primary source of liquidity to be cash
flow from operating activities. However, the Company has realized
a cash use from operating activities in each of the last three
fiscal years. As a result, the Company has executed refinancing
arrangements and made borrowings under credit facilities,
supplemented with long-term debt financing utilizing the
equity in the Company's real estate properties, to maintain
adequate liquidity to support the Company's operating and capital
activities.

Management will seek to fund its near-term operations from
continued sale of excess inventory and continued aggressive
management of the Company's working capital, as well as possible
additional borrowings, private equity and debt financing. However,
management can make no assurances that these objectives will be
sufficient to fund near-term liquidity needs.

As of December 31, 2003, the Company was not in compliance with
essentially all financial covenants requirements included in the
credit facility with its bank. The subordinated convertible
debentures contain certain cross-default provisions related to the
Company's other debt agreements. The covenant non-compliances
under the Company's senior U.S. credit facility at September 30,
2003 and December 31, 2003 resulted in the possibility of a
default event being declared by the subordinated convertible
debenture holders, which would result in that debt being
immediately due and payable. As a result of some 2004 refinancing
transactions, the Company obtained waivers of the covenant non-
compliance in the loan agreement as of December 31, 2003.


* John Pitkin Joins Law Firm Marshack Shulman Hodges & Bastian
--------------------------------------------------------------
The law firm of Marshack Shulman Hodges & Bastian LLP (MSHB)
announced that John Pitkin has joined the firm, and will
specialize in civil litigation and business dispute resolution.

"It's a great honor to welcome John to the firm," said Leonard M.
Shulman, managing partner at MSHB. "John brings a wealth of
experience in a wide array of civil and business legal issues and
he has the skills of a top litigator and will represent our
clients well."

Before joining MSHB, Mr. Pitkin managed his own law practice in
Southern California, specializing in corporate and personal civil
issues. He has previously held the positions of General Counsel to
Velocitel, Inc., a provider of outsourced services to leading
wireless telecommunication companies, and General Counsel to New
Media Corp., a manufacturer and distributor of computer
peripherals.

Mr. Pitkin received his B.A. from Cornell University and earned
his J.D. from New York University School of Law in 1971. He is an
active member of the California State Bar, American Bar and Orange
County Bar Associations.

         About Marshack Shulman Hodges & Bastian LLP

The firm was founded in the early 1990s by Richard Marshack, now
Of Counsel to the organization. By the mid to late 1990s, the firm
had evolved into a full-service bankruptcy law firm whose growth
rate outpaced that of the local economy. Leonard M. Shulman joined
the firm in the mid '90s to expand the firm's bankruptcy trustee
and litigation practice. Ronald S. Hodges joined the firm in 1995
and immediately contributed a depth and breadth to the firm's
emerging bankruptcy litigation department, which continues to
expand today.

As the firm matured through the 1990s, new clients and partners
were added, including James C. Bastian, who was named partner in
1999. Mr. Bastian specializes in a variety of insolvency and
bankruptcy related matters, and successfully led trade vendors
through the unprecedented County of Orange bankruptcy proceedings,
in fact, recovering 100 cents on the dollar for this constituency.

Throughout the firm's expansion, Marshack Shulman Hodges & Bastian
has earned its reputation as one of the finest law firms of its
kind, not only in Southern California, but throughout the region.
The business community has recognized that the firm's team is
bright, vibrant, quick-thinking and able to devise solutions to
severe and complex problems. Practice areas currently handled by
the firm include: committee representations, trustee
representation, bankruptcy litigation, including prosecution of
D&O claims, business reorganizations, employment and labor law,
complex personal injury, bad faith (representing the plaintiff),
all in the context of a bankruptcy proceeding.

For more information regarding Marshack Shulman Hodges & Bastian
LLP, call 949-340-3400 or visit http://www.mshblaw.com/

                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***