TCR_Public/040402.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, April 2, 2004, Vol. 8, No. 66

                           Headlines

AAIPHARMA: S&P Cuts Ratings After Further Delay in 10-K Filing
ACE ELECTRICAL: Case Summary & 14 Largest Unsecured Creditors
ADELPHIA COMMS: Selling WNSA Radio Station to Entercom for $9 Mil.
AFFINITY TECHNOLOGY: Dec. 31 Balance Sheet Insolvent by $1.3M
AIR CANADA: Monitor Discloses Initial Claims Review Results

AIR CANADA: Reaches Union Pact Re Changes to Pension Plan Design
AIR CANADA: Latest Pension Plan Deal not Recognized by Union
ALAMOSA: Will Make Second Preferred Dividend Payment on April 30
ALLIED HOLDINGS: Expects to File Delayed Form 10-K by April 14
AM COMMS: Expects to Convert Bankruptcy Case to Chapter 7

ANC RENTAL: Settles United Services District Court Dispute
ARMSTRONG: Wants Massachusetts Dept. of Revenue Claim Disallowed
ASTRPOWER INC: GE Energy Acquires Bankrupt Company
BALCO EQUITIES: Voluntary Chapter 11 Case Summary
BANC OF AMERICA: Fitch Takes Rating Actions on 2004-3 Notes

BANC OF AMERICA: Fitch Assigns Ratings to Series 2004-3 Notes
BESTAR: Closes 2 Private Equity Placements in Escrow
CARDIMA: 2003 Audit Opinion Contains Going Concern Qualification
CABLETEL: Sells Distribution Unit to Power & Telephone Supply Co.
CAESARS ENTERTAINMENT: Fitch Rates Convertible Sr. Notes at BB+

CD&L INC: Wants to Extend Form 10-K Filing Deadline to April 14
COMDIAL INC: December 2003 Balance Sheet Upside Down by $5.4 Mil.
COMMONWEALTH BIOTECH: Auditors Remove Going Concern Qualification
CONEY ISLAND: US Trustee Fixes Sec. 341(a) Meeting for April 30
CORRPRO: Completes Refinancing & Elects James Johnson as Chairman

DAN RIVER: S&P Hacks Credit Rating to D on News of Ch. 11 Filing
DDI CORP: Completes $61 Million Preferred Stock Private Placement
DOBSON COMMS: Declares In-Kind Dividend on 13% Preferred Stock
DOMAN INDUSTRIES: December 31 Balance Sheet Upside-Down by $419M
DOMAN INDUSTRIES: Joe Frumento Resigns from Directorial Post

DPL INC: S&P Cuts Ratings After Delay in Filing SEC Form 10-K
ENCORE ACQUISITION: S&P Rates $150 Million Sr. Debt Issue at B
ENRON CORP: Judge Gonzalez Clears Bammel Gas Trust Settlement
EVERGREEN SALES: Voluntary Chapter 11 Case Summary
FIBERMARK INC: Case Summary & 22 Largest Unsecured Creditors

FIRST RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
FLEXTRONICS: Releasing Q4 & Fiscal Year 2004 Results on April 27
GENCORP INC: Incurs $19 Million Net Loss in 1st Quarter 2004
GLOBAL MONEY MGMT: Voluntary Chapter 11 Case Summary
GRAVITAS: Replaces Grant Thornton with Local Auditors to Cut Cost

GXS CORP: Weaker Profitability Spurs S&P's Rating Downgrades
IGAMES: Equitex Commences Lawsuits in Minnesota and Delaware
INN OF THE MOUNTAIN GODS: S&P Revises Outlook on B Rating to Neg.
INTERNATIONAL WIRE: Has Until May 24, 2004 to File Schedules
INTERWAVE: Counsel Completes Investigation of Employee Allegations

INTERSTATE BAKERIES: Board Opts to Suspend Stock Dividend Payments
IPIX CORP: Annual Stockholders' Meeting Set for May 4 in Memphis
IRON MOUNTAIN: $550M Credit Facility Gets S&P's BB- Rating
ISP CHEMCO: S&P Rates Proposed $250M Sr. Secured Bank Loan at BB+
IT GROUP: Plan Implements Alternative Dispute Resolution Protocol

JAFRA COSMETICS: S&P Puts Low-B Level Ratings on Watch Developing
LEGACY HOTELS: Completes Mortgage Financing on Calgary Property
LINK ENERGY: Sells Crude Oil Business & Ceases Operations
MADISON SQUARE: Fitch Rates 6 Ser. 2004-1 Note Ratings at Low-Bs
MALAN REALTY: Reports $28MM Net Assets in Liquidation at Dec. 31

METROCALL: Will Redeem Remaining Preferred Shares on May 17, 2004
METROMEDIA: Makes $7.98MM Interest Payment on Sr. Discount Notes
MIRANT CORP: Retains Hiscock & Barclay as Special Counsel
MIRANT CORP: Gets Interim Nod to Retain PwC as Audit Consultant
MONET MOBILE: Chapter 11 Trustee Taps Quackenbush & Hansen

NATIONAL BENEVOLENT: Taps Sitrick as Communications Consultant
NAT'L CENTURY: Asks Court to Expunge Lance Poulsen's Claims
NIMBUS GROUP: Hires D. Moore & T. Hart to Fill-Up Management Team
NORCROSS SAFETY: S&P Revises Outlook to Neg. over Possible Sale
ONEIDA LTD: Further Obtains Extensions of Waivers & Loan Deferrals

ORION TELECOMM: Case Summary & 20 Largest Unsecured Creditors
OXFORD HEALTH: S&P Affirms BB+ Counterparty Credit Rating
PACIFIC GAS: Says Motion for Confirmation Stay is Without Merit
PARMALAT GROUP: Presents Turnaround Plan to Creditors in Milan
PARMALAT GROUP: Parma Court Establishes Claims-Filing Deadlines

PENTHOUSE INTL: iBill Takes Part in Phoenix Forum from April 1-3
PG&E NAT'L: Gets Go-Ahead to Transfer Lake Road & La Loma Projects
PLAINS ALL AMERICAN: Acquiring Link Energy's Crude Oil Business
QWEST COMMUNICATIONS: Director Craig R. Barrett Resigns
ROLLER BEARING: S&P Cuts Rating to B & Revises Outlook to Stable

SMITHFIELD FOODS: Receives Regulatory Approval to Sell Schneider
SOLUTIA: Retiree Panel Gets OK to Retain Spencer & Haskell Firms
SOUTHWEST RECREATIONAL: Taps Alston & Bird as Bankruptcy Counsel
SPECTRUM SCIENCES: Anticipates Being Debt-Free Within 2nd Quarter
SPIEGEL GROUP: Unsecured Panel Retains P.J. Solomon as Banker

STOLT OFFSHORE: Shareholders to Meet on May 27 in Luxembourg
SYBRON DENTAL: S&P Ups Corporate Credit Rating Two Notches to BB+
TRAVIS BOATS & MOTORS: Ernst & Young to Cut Off Professional Ties
THERMOVIEW IND: Reports Declining Revenues & Net Losses in 2003
TRAVELWEB: Ill. Court Issues Favorable Judgment in Orbitz Lawsuit

UNITED AIRLINES: Fitch Comments on Court's Ruling Re Revenue Bonds
URS CORP: Fitch Says Planned Equity Offer Could Better Flexibility
USURF AMERICA: Inks Pact to Acquire Sunwest Communications Assets
US WIRELESS DATA: Halperin & Associates Serves as Attorneys
WESTPOINT: Selling Sulzer Looms in Lanier Plant to Atkins for $4M

WINDERMERE SCHOOL: Case Summary & 24 Largest Unsecured Creditors
WRC MEDIA: Secures $145 Million Senior Second-Lien Credit Facility
W W CAPITAL: Ability to Continue as a Going Concern is in Doubt

* Daniel De Wolf Joins Mintz Levin's New York Office as Of Counsel
* Howard Heiss Joins O'Melveny & Myers' New York Office as Partner
* Kirkpatrick Welcomes Two New Real Estate Partners in Dallas

* BOOK REVIEW: Competitive Strategy for Health Care
               Organizations: Techniques for Strategic Action

                           *********

AAIPHARMA: S&P Cuts Ratings After Further Delay in 10-K Filing
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on aaiPharma Inc. to 'CCC' from 'B+'. At the same time,
Standard & Poor's lowered its senior secured debt rating to 'CCC+'
from 'BB-', and its subordinated debt rating to 'CC' from 'B-'.
The ratings remain on CreditWatch, with negative implications,
where they were originally placed on March 19, 2003, following
increasing concerns regarding aaiPharma's cash flow generation
prospects and near-term liquidity.

"The latest ratings action is due to aaiPharma's announcement that
it will not file its already-delayed 2003 Form 10-K within the 15-
day extension period, that it does not have access to its $100
million senior secured revolving credit facility, and that it is
undergoing negotiations with senior secured lenders to allow for a
$9.6 million interest payment due April 1, 2004, to subordinated
debt holders to be made," said Standard & Poor's credit analyst
Arthur Wong. AaiPharma will be in default on its subordinated debt
should the interest payment not be made within 30 days after
April 1, 2004.

The Wilmington, North Carolina-based specialty pharmaceutical
company is currently undergoing a board-initiated inquiry into
unusual sales regarding two of its main pharmaceutical products,
Darvon/Darvocet and Brethine, that have resulted in excess product
inventory levels at the wholesaler level. The scope of the inquiry
has been expanded to encompass all of 2003, from previously
focusing on just the second half of the year, further delaying
the 2003 10-K filing and increasing the level of concern about the
excess inventory levels. AaiPharma will be in default under its
subordinated debt indenture if the filing of its Form 10-K does
not occur within 60 days after notice. The company has also been
advised by the U.S. Attorney of the Western District of North
Carolina that it may receive a subpoena from the SEC and/or the
U.S. Attorney's Office relating to the inquiry into unusual sales
activity.

Standard & Poor's also has significant concerns regarding
aaiPharma's short-term liquidity, especially given the looming
$9.6 million interest payment. As of Dec. 31, 2003, the company
had only roughly $9 million of cash on hand, and cash flows from
operations have likely been minimal in 2004, given the lowered
sales prospects of aaiPharma's product portfolio. In addition,
lenders under the company's senior secured credit facility have
the right to block aaiPharma from making that interest payment.
The company is working with its lenders to allow interest payments
to be made by April 30, 2004. In the wake of the loss of access to
its $100 million revolver under its senior secured credit
facility, aaiPharma is currently negotiating for a new short-term
credit facility. AaiPharma also plans to close the sale of its
M.V.I./Aquasol product to Mayne Group Ltd. for roughly $100
million by June 2004. A timely sale is essential, as aaiPharma
faces a $31 million product rights payment in August 2004.

It is uncertain whether aaiPharma will be able to make the $9.6
million interest payment within the 30-day grace period. Failure
to do so will result in all the ratings being lowered to 'D'.
Standard & Poor's will continue to monitor the situation as it
develops.


ACE ELECTRICAL: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ace Electrical Acquisition LLC
        c/o Wm H. Watts, Managing Member
        9820 Montclair Circle
        Apopka, Florida 32703

Bankruptcy Case No.: 04-03224

Type of Business: The Debtor is engaged in manufacturing and
                  buying out products for the automotive parts
                  rebuilding industry and also sells complete
                  alternators and starters, and sources products
                  from the United States as well as China,
                  Canada and Taiwan.

Chapter 11 Petition Date: March 23, 2004

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Debtor's Counsel: R. Scott Shuker, Esq.
                  Kay, Gronek & Latham, LLP
                  P.O. Box 3353
                  Orlando, FL 32801
                  Tel: 407-481-5800

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 14 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Dana Corpo/Echlin             Promissory Note         $4,433,034
Attn: A G Patton
P.O. Box 1000
Toledo, OH 43697

NFTZ Metal Tech Interl        Trade Debt                $157,403

DFT Trucking Inc.             Trade Debt                $154,502

LIKW                          Trade Debt                $137,305

Holley Performance #48478     Trade Debt                $100,664

Pacer Industries              Trade Debt                 $65,607

ACCI Autom Control #15952     Trade Debt                 $62,237

S&N Mfg Inc. #38344           Trade Debt                 $61,937

HSIU Chiang                   Trade Debt                 $58,486

LMP Steel & Wire Co.          Trade Debt                 $57,002

Ennis Automotive #23245       Trade Debt                 $56,704

Cole Hersee Co.               Trade Debt                 $25,662

Stalcop LP                    Trade Debt                 $24,562

Furnel Inc.                   Trade Debt                 $22,142


ADELPHIA COMMS: Selling WNSA Radio Station to Entercom for $9 Mil.
------------------------------------------------------------------
In April 2000, the Adelphia Communications Debtors purchased the
assets and the rights to the Federal Communications Commission
license related to radio station 107.7 FM -- WNSA -- in Buffalo,
New York.  Upon purchasing the Station, the ACOM Debtors invested
significantly in upgrades to the Station, ultimately creating one
of the region's most sophisticated FM radio plants and allowing
the Station to broadcast at its full license capacity for the
first time.  The Station's broadcasting signal reaches clearly
into Rochester and Buffalo, in New York, and its broadcast range
encompasses eight counties in western New York state.

At the time of purchase, the ACOM Debtors owned the Buffalo
Sabres hockey team.  The ACOM Debtors purchased the Station
primarily for the purpose of broadcasting Buffalo Sabres hockey
games over the radio.  Although ACOM no longer owns the Buffalo
Sabres hockey team, WNSA continues to hold exclusive rights to
broadcast Buffalo Sabres hockey games.  Currently, the Station
format is focused on sports talk programming.

Beginning in September 2003, the ACOM Debtors, with the
assistance of their financial advisors, commenced efforts to
market the Station.  The ACOM Debtors identified at least a dozen
parties that, based on the entities' presence in the industry and
region, might be interested in purchasing the Station.  The ACOM
Debtors provided the interested parties with an offering
memorandum, a process letter and a form of non-disclosure
agreement.  Three potential buyers submitted written expressions
of interest.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, relates that the three potential buyers were invited to
conduct detailed due diligence and were given the opportunity to
meet with the Station's management.  In addition, each party was
presented with a draft form of asset purchase agreement and was
asked to provide the ACOM Debtors with comments to the form of
the purchase agreement, including a proposed purchase price.

Subsequently, the ACOM Debtors determined that the offer tendered
by Entercom Buffalo, LLC and Entercom Buffalo License, LLC was
the highest and best offer received so far.  On March 4, 2004,
the ACOM Debtors entered into an asset purchase agreement with
Entercom, which embodies and contemplates, among other things:

   (1) the sale to Entercom of the assets associated with the
       Station, including, but not limited to, certain fee
       properties and owned equipment;

   (2) the ACOM Debtors' assumption and assignment to Entercom
       of certain real property agreements and station
       agreements;

   (3) the assignment to Entercom of the FCC licenses associated
       with the operation of the Station pursuant to an
       Assignment of FCC Licenses Agreement, to be entered into
       among the ACOM Debtors and Entercom upon receipt of the
       FCC Consent;

   (4) the execution by the ACOM Debtors and Entercom of an
       assignment and assumption agreement pursuant to
       which the ACOM Debtors will assign and Entercom will
       assume certain Buffalo Sabres radio broadcasting rights
       and obligations; and

   (5) the execution by the ACOM Debtors and Entercom Buffalo of
       a Local Management Agreement pursuant to which, among
       other things, Entercom will operate the Station pending
       receipt of all governmental approvals and the occurrence
       of the Closing.

Entercom will pay $9,000,000 in cash, subject to certain
adjustments, for the Station Assets.

Pursuant to the Purchase Agreement and the Broadcasting
Assignment and Assumption Agreement, Entercom will acquire the
rights and obligations relating to the broadcasting of Buffalo
Sabres hockey games.  This is significant, Ms. Chapman explains,
because if the ACOM Debtors were to sell the Station to a
purchaser that is unwilling to acquire the Sabres Rights, the
ACOM Debtors might be required to identify an entity willing to
assume the obligation to broadcast Buffalo Sabres hockey games,
which has no cash value, and arrange for that entity to take on
this responsibility.  Certain other bidders with whom the ACOM
Debtors negotiated were unwilling to assume the Sabres Rights in
connection with any potential sale transaction.

By this motion, the ACOM Debtors seek the Court's authority to
sell the Station Assets to Entercom pursuant to the terms of the
Purchase Agreement, subject to higher or better offers.  The ACOM
Debtors will sell the Assets free and clear of all Encumbrances,
with the exception of Permitted Liens.

Ms. Chapman asserts that the sale of the Assets is warranted.
The sale, whether to Entercom or an Alternative Buyer, will
divest the ACOM Debtors of the Station Assets, in exchange for at
least $9,000,000.  The Sale will allow the ACOM Debtors to
maximize net potential proceeds.  The Debtors believe that the
Station is depreciating.  The longer they continue to own the
Station, the less realizable value will be available for the
Assets.  Moreover, the ACOM Debtors do not expect to require the
Assets for the operation of any of their going-forward
businesses.

According to Ms. Chapman, the Purchase Agreement was negotiated
at arm's length and in good faith.  Thus, Entercom should be
entitled to the protections provided by Section 363(m) of the
Bankruptcy Code.

If the ACOM Debtors ultimately sell the Station Assets to an
Alternative Buyer, the Debtors believe that a finding of good
faith within the meaning of Section 363(m) would be appropriate
for the Alternative Buyer as well.  Pursuant to the proposed
Bidding Procedures, any Alternative Buyer will have had to
present a proposal superior to that of Entercom.  Moreover, the
ACOM Debtors will not choose any Alternative Buyer whose good
faith under Section 363(m) can reasonably be doubted.  The
Debtors are also prepared to present sufficient evidence to allow
the Court to find that the "good faith" standard of Section
363(m) has been satisfied. (Adelphia Bankruptcy News, Issue No.
55; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AFFINITY TECHNOLOGY: Dec. 31 Balance Sheet Insolvent by $1.3M
-------------------------------------------------------------
Affinity Technology Group, Inc. (OTCBB:AFFI) announced financial
results for the fourth quarter and for the full year ended
December 31, 2003.

Revenues for the quarter were $504 thousand, resulting in net
income of $29 thousand, or $0.00 per share. Revenues for the
quarter included $500,000 of nonrecurring income. For the
comparable period in 2002, revenues were $30 thousand and the
Company reported a net loss of $303 thousand, or $0.01 per share.
The weighted average number of shares outstanding during the three
months ended December 31, 2003 was 41.8 million, compared to 40.9
million for the same period in 2002.

For the year, revenues were $518 thousand, with a net loss of $561
thousand, or $0.01 per share, compared to revenues of $186
thousand in 2002, with a net loss of $1.3 million, or $0.03 per
share. The weighted average number of shares outstanding during
the twelve months ended December 31, 2003 was 41.5 million,
compared to 40.7 million for the same period in 2002.

At December 31, 2003, Affinity Technology Group, Inc. recorded a
stockholders' deficit of $1,329,579 compared to $908,230the
previous year.

Joe Boyle, Chairman, President and Chief Executive Officer,
stated, "In 2003, our focus was to commence the execution of our
patent licensing program. As a result, we became involved in three
lawsuits related to the enforcement of our patents. As we
announced, we have agreed to request a stay in two of the lawsuits
pending a determination by the U. S. Patent and Trademark Office
as to whether it will grant a request by the defendants for a
reexamination of our patent covering the fully automated
establishment of financial and credit accounts (U. S. Patent No.
6,105,007). We continue to be pleased with our efforts to control
our expenses and operate with minimum overhead, and were able to
further reduce our S G & A by 29 percent in 2003."

         About Affinity Technology Group, Inc.

Through its subsidiary, decisioning.com, Inc., Affinity Technology
Group, Inc. owns a portfolio of patents that cover the automated
processing and establishment of loans, financial accounts and
credit accounts through an applicant-directed remote interface,
such as a personal computer or terminal touch screen. Affinity's
patent portfolio includes U. S. Patent No. 5,870,721 C1, No.
5,940,811, and No. 6,105,007.


AIR CANADA: Monitor Discloses Initial Claims Review Results
-----------------------------------------------------------
Ernst & Young Inc., the Court-appointed Monitor, with the
assistance of the Air Canada Applicants, is currently in the
process of reviewing claims filed to date.  The Monitor has
provided detailed ongoing updates with respect to the status of
the claims to the Ad Hoc Unsecured Creditors Committee's advisors
and sought their input as appropriate.  At this time, the Monitor
is not in a position to report on the value of claims to be
admitted for purposes of voting or receiving a distribution under
the plan of arrangement to be filed with the CCAA Court.
Nevertheless, the Monitor provides the CCAA Court with a
preliminary report on claims reviewed to date:

                                        Disallowed or
                                        Revised Claims
                                        Currently
                                        Unresolved
                                        ---------------   Claims
                   Filed   Accepted     Filed   Revised   Under
(CN$ in Millions)  Claims  Claims       Amount  Amount    Review
-----------------  ------  --------     ------  -------   -------
Aircraft
Creditors         7,727.9       0.0        0.0      0.0   7,727.9

Bondholders       3,221.0       0.0    1,479.6  1,389.6   1,741.4

Employee Related
Claims            6,546.0       0.0       34.4      0.1   6,511.5

Litigation
Related Claims   83,459.4       0.4   73,089.9      8.8       0.2

Long Term Debt    1,707.4      33.4    1,448.5    526.5     210.6

Supplier
Repudiations      3,065.9      10.0      131.5     16.4   2,889.7

Trade Creditors     315.8     169.2       61.4     30.8      55.1

Other               275.7       0.2       13.6      0.0      11.7
                ---------  --------   --------  -------  --------
                106,319.1     213.2   76,258.9  1,972.2  19,148.1
                =========  ========   ========  =======  ========

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
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 29; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Reaches Union Pact Re Changes to Pension Plan Design
----------------------------------------------------------------
Air Canada and its largest union, District Lodge 140 of the
International Association of Machinists and Aerospace Workers
(IAMAW) announced today that a tentative agreement has been
reached to facilitate the Company's transition to a new Defined
Contribution (DC) pension arrangement. The IAMAW represents 11,500
technical operations, airport ground service, clerical and finance
branch personnel.

The agreement provides all active and inactive (current) employees
represented by District 140 of the IAMAW with the freedom to
choose between a DC or a Defined Benefit (DB) program. All current
employees who opt to enroll in the DC plan would receive a bonus,
concurrent to an Initial Public Offering (IPO) of a restructured
Air Canada equal to 10% of base salary provided that the aggregate
pool does not exceed 10% of the IPO. Any new employees hired after
the ratification of the agreement would automatically be enrolled
in a DC plan. The agreement is subject to membership ratification
which is expected to be completed by April 12, 2004, and to
approval by Trinity Time Investment, Air Canada's Equity Plan
Sponsor.

"I salute the leadership of District Lodge 140 of the IAMAW for
their decisive attempt to break the logjam currently threatening
our successful restructuring. I can't imagine a better outcome for
our employees than the freedom to choose the pension program best
suited to their personal needs," said Robert Milton, President and
Chief Executive Officer. "Today's announcement represents a very
significant step in ensuring Air Canada emerges from CCAA a
stronger airline thereby securing jobs for their membership. I
would urge all Air Canada's unions to put an end to the
uncertainty facing our employees by negotiating similar agreements
to facilitate the changes to Air Canada's pension program design,"
said Mr. Milton.

"The restructuring process has been very difficult for our members
but throughout the process I have been committed to empowering the
membership to make their own decisions and that is what this
agreement is about," said Jean Jallet, National President and
Directing General Chairperson, District Lodge 140 of the IAMAW.

"This agreement provides all our members with the right to  choose
the pension program that's best for them according to their
personal circumstances. There are no losers. I believe our members
will view this as the best option to ultimately secure their
employment by ensuring Air Canada emerges from CCAA with the
support of a strong investor.

"To demonstrate our commitment to the successful restructuring of
Air Canada, we will revalidate the Memorandum of Agreement on High
Performance Work Organization (HPWO) so that when we emerge from
CCAA the membership of the IAMAW will be active participants in a
joint initiative of building from the best practices of the two
great airlines that now constitute Air Canada," said Mr. Jallet.

A change in pension plan design allowing a phased transition to a
DC plan is one of the conditions precedent to Trinity Time
Investment's agreement to invest $650 million equity in a
restructured Air Canada.


AIR CANADA: Latest Pension Plan Deal not Recognized by Union
------------------------------------------------------------
Dave Ritchie, Canadian General Vice President of the International
Association of Machinists and Aerospace Workers says the union
does not recognize the agreement announced by Air Canada.

The airline announced that it had reached an agreement with
District Lodge 140 of the IAM on changes to pension plan design,
offering current employees a choice of pension program and new
employees enrollment in a defined contribution plan.

"There is no deal and Air Canada knows it," said Ritchie. "Our
lawyers advised Air Canada and its investors by letter months ago
that the only authorized bargaining on the pension issues for IAM
Air Canada workers will be done by this office. No one else is
authorized to bargain on pension issues with Air Canada on behalf
of our members."

"Our position on the pension issue with Air Canada remains
unchanged and it will stay that way. Our members pensions are not
negotiable," Ritchie said.

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
C$9,704,000,000 in liabilities.


ALAMOSA: Will Make Second Preferred Dividend Payment on April 30
----------------------------------------------------------------
Alamosa Holdings, Inc. (Nasdaq: APCS) announced its dividend,
record and ex-dividend dates for its 7.5% Series B Convertible
Preferred stock.

The Company has set a record date of April 19, 2004 for the second
dividend payment on its 7.5% Series B Convertible Preferred Stock.
The dividend will be payable on April 30, 2004 at an annual rate
of 7.5% of the $250 per share liquidation preference, in respect
to the period from February 1, 2004 through April 30, 2004. The
ex-dividend date will be April 15, 2004.

Through July 31, 2008, Alamosa Holdings has the option to pay
dividends on the Series B Convertible Preferred Stock in: (1)
cash, (2) shares of the Alamosa Holdings' Series C convertible
preferred stock, (3) shares of Alamosa Holdings common stock or
(4) a combination thereof. The Company's Board of Directors has
elected to pay the full amount of the dividend in cash.

                        ABOUT ALAMOSA

Alamosa Holdings, Inc. (S&P, CCC+ Corporate Credit Rating,
Developing Outlook) is the largest PCS Affiliate of Sprint based
on number of subscribers. Alamosa has the exclusive right to
provide digital wireless mobile communications network services
under the Sprint brand name throughout its designated territory
located in Texas, New Mexico, Oklahoma, Arizona, Colorado, Utah,
Wisconsin, Minnesota, Missouri, Washington, Oregon, Arkansas,
Kansas, Illinois and California. Alamosa's territory includes
licensed population of 15.8 million residents.


ALLIED HOLDINGS: Expects to File Delayed Form 10-K by April 14
--------------------------------------------------------------
March 30, 2004 / PR Newswire

Allied Holdings, Inc. (Amex: AHI) said it will reclassify certain
items and restate its consolidated balance sheet as of December
31, 2002 in order to better match certain assets and liabilities
and to place greater emphasis on the restricted nature of certain
assets. As a result of these reclassifications, the Company will
also restate its consolidated statements of cash flows for the
years ended December 31, 2001 and 2002, and for the first three
quarters of 2003. Working with its independent auditors, KPMG LLP,
Allied determined that the reclassification was necessary to more
clearly present its financial position and comply with generally
accepted accounting principles.

Allied has filed with the Securities and Exchange Commission a
notification of late filing with respect to its Annual Report on
Form 10-K, as the Company has not yet completed the financial
statements required to be filed with its Form 10-K as a result of
the reclassifications and restatement. Allied expects to file its
Form 10-K with the SEC reflecting the restatements of its
historical financial statements and the completion of the audit by
KPMG LLP and intends to file its Form 10-K no later than April 14,
2004.

The Company's results of operations, loss per share, availability
under its revolving credit facility, and stockholders' equity are
unaffected by the reclassifications that are specifically
described below. However, until the audit for the year ended
December 31, 2003, the audit of the respective periods and the
restated financial statements described in this press release have
been completed, there can be no assurance that additional
adjustments to Allied's consolidated financial statements will not
be required.

Allied has determined that it is necessary to reclassify cash and
cash equivalents associated with the settlement of its insurance
liabilities and has re-evaluated the nature of and classification
of its cash and short-term investments held to collateralize
letters of credit required by third-party insurance companies for
insurance claims. As previously disclosed in the footnotes to
Allied's consolidated financial statements, these cash and short-
term investments are not available for operations of the Company.
As a result of its analysis, the Company concluded that the
restriction on these assets as disclosed in the footnotes to the
Company's financial statements should also have been set forth on
the face of its balance sheet as of December 31, 2002 and its
statements of cash flows as of December 31, 2002 and 2001.

In addition, the re-evaluation by the Company included an
assessment of the current or long-term nature of such assets.
Management concluded that a portion of the total restricted cash
and cash equivalents and restricted short-term investments should
be set forth as long-term assets at December 31, 2002 because the
cash and short term investments held by its captive insurance
subsidiary are used to collateralize letters of credit issued to
secure the settlement of both current and long-term insurance and
claims liabilities. Accordingly, Allied expects to restate its
consolidated balance sheet as of December 31, 2002 to reflect this
reclassification in cash and cash equivalents and short-term
investments. These amounts will now be shown as current restricted
cash, current restricted short-term investments and non-current
restricted investments. These reclassifications result in
restatements to the Company's consolidated statements of cash
flows by excluding restricted cash from cash and cash equivalents
for the years ended December 31, 2002 and 2001.

Previously, in its quarterly report for the period ending
September 30, 2003, the Company reclassified its revolving line of
credit from long-term debt to current maturities of long-term
debt. The Company concluded that certain provisions in the
revolving line of credit caused the Company to be subject to the
provisions of EITF 95-22 "Balance Sheet Classification of
Borrowings Outstanding Under Revolving Credit Agreements That
Include a Subjective Acceleration Clause and Lock-Box
Arrangement." Accordingly, to provide for comparability, Allied
intends to restate its consolidated balance sheet for the year
ended December 31, 2002 to reclassify its revolving line of credit
from a long-term liability to a current liability even though the
existing facility does not expire until September 2007.

In its quarterly report for the period ending September 30, 2003,
Allied also reclassified certain other items related to its
pension assets and obligations. The Company concluded that its
pension assets and obligations, which had historically been
accounted for as current assets and obligations, had
characteristics that made them long-term in nature. Accordingly,
to provide for comparability, Allied intends to restate its
consolidated balance sheet for the year ended December 31, 2002 to
classify all of the amounts related to pension plans to either
other non-current assets or other long-term liabilities. The
Company will also reduce both deferred tax assets and liabilities
by a similar amount to be consistent with the current year
presentation.

In addition, during 2003, certain reclassifications were also made
to the Company's consolidated cash flow statements for the years
ended December 31, 2002 and 2001. These changes were made to
conform prior years amounts to current years presentations.

David A. Rawden, Allied's Executive Vice President and Chief
Financial Officer, said, "We are committed to an effective
compliance program and the accuracy and transparency of Allied's
publicly reported financial statements and periodic reports to our
shareholders. We believe the new presentation will set forth the
restricted nature of certain assets and the time frame in which
those assets and associated liabilities will be realized. While
our footnotes have previously set forth these restrictions, we
believe the reclassified balance sheet will better set forth the
financial position of the Company and further enhance the
precision and clarity of our reporting."

Allied Holdings, Inc. (S&P, B Corporate Credit, Stable Outlook) is
the parent company of several subsidiaries engaged in providing
distribution and transportation services of new and used vehicles
to the automotive industry. The services of Allied's subsidiaries
span the finished vehicle continuum, and include car-hauling,
intramodal transport, inspection, accessorization and dealer prep.
Allied, through its subsidiaries, is the leading company in North
America specializing in the delivery of new and used vehicles. For
additional information, visit http://www.alliedholdings.com/


AM COMMS: Expects to Convert Bankruptcy Case to Chapter 7
---------------------------------------------------------
As previously reported on August 28, 2003, AM Communications, Inc.
and its subsidiaries filed voluntary petitions for reorganization
(jointly administered under Case No. 03-12689 (PJW)) under Chapter
11 of the U.S. Bankruptcy Code in the United States Bankruptcy
Court for the District of Delaware.

Additionally, as previously reported, on October 9, 2003, the
Court approved the final order for debtor in possession financing.
And, on October 10, 2003, the Company filed a sales motion with
the Court requesting the sale of substantially all of the
operating assets of the Company and bidding procedures in
connection with the sales of those assets pursuant to three asset
purchase agreements. On October 22, 2003, the Court held a hearing
and approved the bidding procedures and set a sale hearing. The
Bid Procedures Order was filed with the Securities and Exchange
Commission in a Form 8-K on November 5, 2003.

The sales auctions were held on December 4, 2003 and the Court
approved such sales on December 5, 2003. In connection with the
three asset purchase agreements, such agreements were consummated
on December 23, 2003, December 26, 2003, and effective on
February 13, 2004, respectively. The amount of the proceeds from
such sales did not exceed the undisputed claims of creditors.

Accordingly, shareholders will not receive any distributions from
such sales nor does the Company anticipate any future sales or
additional proceeds to be received by any future asset sales. The
Company anticipates that in the near future it will file a motion
to convert its Chapter 11 case to a Chapter 7 case under the U.S.
Bankruptcy Code.


ANC RENTAL: Settles United Services District Court Dispute
----------------------------------------------------------
United Services Automobile Association and the ANC Rental
Corporation Debtors signed a confidential settlement agreement to
settle a district court action.  Pursuant to the Settlement
Agreement, the Association will receive:

   (1) a fully liquidated prepetition claim for $7,500,000; and

   (2) a $500,000 administrative claim, payable upon the
       effective date of any plan or plans of reorganization.

As a precautionary measure, the Association seeks allowance and
payment of its Claim.

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)


ARMSTRONG: Wants Massachusetts Dept. of Revenue Claim Disallowed
----------------------------------------------------------------
Before the Petition Date, Armstrong World Industries, Inc.
undertook several corporate reorganizations with the goal of
improving corporate performance and expanding into new markets.
To accomplish these business objectives, AWI entered into several
prepetition loan transactions with certain of its affiliates,
including I. W. Insurance Company, Armstrong World Industries
Asia, Inc., and Armstrong Enterprises, Inc.  AWI and each of these
affiliates were members of a consolidated group that filed a
consolidated federal tax return.

                       The IWI Notes

Before its dissolution in December 2001, IWI was a wholly owned
subsidiary of Armstrong World Industries (Delaware), Inc., which
is a wholly owned subsidiary of AWI.  IWI was formed as a Vermont
corporation in 1992 for the purpose of conducting business as a
captive insurance company for AWI affiliates in foreign countries.

Near the time of IWI's formation, AWI Delaware made a $45,000,000
initial capital contribution to enable IWI to commence its
insurance and reinsurance activities.  IWI subsequently agreed to
lend $44,750,000 to AWI, which was memorialized in a promissory
note payable to IWI.  To provide IWI with the flexibility to write
larger policies, AWID made $380,000,000 additional capital
contributions in cash and $485,000,000 in the form of notes
payable by AWI to other AWI affiliates.  IWI subsequently loaned
$380,000,000 to AWI, which was again memorialized in promissory
notes payable to IWI.

Upon the dissolution of IWI in December 2001, the IWI Notes were
transferred to AWI Delaware, IWI's 100% shareholder.

                        The AWI Asia Notes

AWI Asia is a Nevada corporation and a wholly owned subsidiary of
AWI Delaware.  AWI Asia was formed as a result of several studies
commissioned by AWI's management in the early 1990s regarding the
feasibility of expanding AWI's business into Asian markets.
Specifically, AWI Asia was formed to:

       (1) look for new opportunities for growth and investment
           of products manufactured by AWI entities;

       (2) build image and brand awareness of AWI throughout
           Asia;

       (3) protect AWI entities when China took control of Hong
           Kong in 1997; and

       (4) allow AWI to conduct business in Asia without
           subjecting it to liability and numerous filing and
           reporting requirements.

In furtherance of these business objectives, AWI Asia established
offices in Shanghai and Hong Kong and entered into a Services
Agreement with AWI under which AWI Asia agreed to perform liaison
and coordination services for the promotion of AWI's products in
China.

After AWI Asia's formation, and to enable AWI Asia to carry out
its business objectives, AWI Delaware made capital contributions
to AWI Asia amounting to $345,000,000 and $450,000,000.  These
capital contributions were in the form of notes payable by AWI to
other AWI affiliates.  AWI Asia subsequently loaned $345,000,000
and $450,000,000 to AWI, which were memorialized in promissory
notes payable to AWI Asia.

The AWI Asia Notes are substantial income-producing assets that
have enabled AWI Asia to carry out its business objectives.  The
AWI Asia Notes are treated as Affiliate Claims in the Plan, and
are unimpaired.

                   The Armstrong Enterprises Note

Armstrong Enterprises is a Vermont corporation and a wholly owned
subsidiary of AWI.  Armstrong Enterprises was formed for the
purpose of facilitating a corporate-wide reorganization of AWI's
domestic and foreign business activities involving the expansion
and sale of certain lines of business and expansion into certain
foreign countries.

To enable Armstrong Enterprises to carry out its business
objectives, AWI made a $600,000,000 initial capital contribution
in the form of cash and the stock of certain AWI subsidiaries.
Armstrong Enterprises subsequently loaned $600,000,000 to AWI,
which was memorialized in a promissory note payable to Armstrong
Enterprises.

                   Accrual of Interest on the Notes

Interest accrues on the IWI Notes, the AWI Asia Notes, and the
Armstrong Enterprises Note at the fair market rate.  The Notes are
substantial income-producing assets that have enabled the
Affiliates to carry out their business objectives.

                       Disposition Under the Plan

Under AWI's Fourth Amended Plan, AWI Delaware and Armstrong
Enterprises will merge with and unto AWI on, or as soon as
practicable after, the Effective Date of the Plan.  The effect of
the merger of Armstrong Enterprises into AWI will be to eliminate
the Armstrong Enterprises Note.

                   Notice of Intent to Assess AWI Tax

Under Massachusetts tax law, the starting point in computing a
corporation's income that is subject to state taxation is the
determination of a corporation's federal net income.  Under the
Internal Revenue Code, a corporation calculating its federal net
income for a given taxable year may deduct all interest paid or
accrued within the taxable year on indebtedness.  A corporation
may take those interest deductions even if the corporation and the
entities to which the interest payments were made are members of a
consolidated group that files a consolidated federal tax return.

AWI made regular, semi-annual interest payments on the Notes
during the tax years ending December 1997, 1998 and 1999.  In
computing its federal net income for purposes of calculating its
tax for those tax years, AWI took interest expense deductions for
the interest payments it made on the Notes during the tax years in
question.

On November 11, 2001, the Massachusetts Commissioner of Revenue
issued a Notice of Intention to Assess Massachusetts corporate
excise tax against AWI in the amount of $326,857.09.  The NIA is
based on several adjustments to AWI's taxable income and net
worth, including:

       (a) the disallowance of AWI's interest expense deductions
           for payments made on the Notes, and

       (b) reclassification of AWI's indebtedness to the
           Affiliates as equity.

AWI disputes the validity of the amounts asserted in the NIA.
Accordingly, on August 12, 2003, AWI filed an Application for
Abatement with the Commissioner, under which AWI asked the
Commissioner to strike the NIA in its entirety.

                        The MDOR Claim

On February 27, 2001, the Massachusetts Department of Revenue
filed a proof of claim against AWI for unpaid taxes.  The MDOR
filed a second claim against AWI for more unpaid taxes on June 16,
2001.  On November 27, 2001, the MDOR amended and replaced both
claims by filing a third proof of claim for unpaid taxes.

On February 18, 2002, the MDOR completed an audit of AWI for the
tax years 1997 through 1999.  On February 25, 2002, the MDOR filed
another claim, which amends and replaces the prior consolidated
claims.  Under the latest claim, the MDOR asserts a $326,857.09
unsecured priority tax claim on account of corporate excise tax
assessments incurred during the tax years.

                        Objections to MDOR Claim

AWI asks the Court to disallow the MDOR claim in its entirety
because it has properly accounted for and timely paid corporate
excise taxes to the MDOR for the tax years at issue.  The MDOR's
disallowance of AWI's interest expense deductions for interest
payments made on the Notes, and its reclassification of AWI's
indebtedness to the Affiliates as equity are improper.

                MDOR Can't Disallow Interest Deduction

Rebecca  L. Booth, Esq., at Richards Layton & Finger in
Wilmington, Delaware, argues that the MDOR improperly applied the
substance over form, or "sham transaction" doctrine to disallow
AWI's interest expense deductions.  The sham transaction doctrine
permits the government to adjust federal net income related to
transactions that are entered into for no other motive than to
evade taxation.  In AWI'S case, each loan transaction between AWI
and the Affiliates was entered into for legitimate business
purposes and with no intent to evade federal taxes.

In addition, each of the Notes has economic substance and has
assisted the Affiliates in carrying out their business objectives.
Accordingly, there is no basis to adjust AWI's federal net income
under the sham transaction doctrine.

Furthermore, under Massachusetts law, the MDOR's authority to
adjust income among affiliated corporations is limited to:

       (1) eliminating payments to affiliated corporations in
           excess of fair value; and

       (2) requiring taxpayers to compute their tax on a
           consolidated basis when those taxpayers'
           intercompany transactions are not at arm's length.

The statute does not, however, authorize the MDOR to wholly
eliminate or disregard intercompany charges.  The MDOR's authority
is limited to reducing a corporation's interest expense deductions
to the extent the interest payments are in excess of fair value.

The interest payments made by AWI to the Affiliates were based on
interest rates typically charged in the marketplace between
unaffiliated entities.  Because the interest payments are based on
rates that do not exceed fair value, the MDOR cannot rely on
Massachusetts law as a basis for adjusting AWI's federal net
income.

                  MDOR Can't Classify Notes as Equity

In computing AWI's net worth, the MDOR improperly reclassified the
Notes as equity on the basis that AWI's indebtedness to the
Affiliates "lacked economic reality."  That determination is wrong
because AWI's indebtedness to the Affiliates is based on
transactions that were entered into on an arm's-length basis, and
that are supported by legitimate business considerations and
adequate documentation.

                           The MDOR Responds

Alan L. LeBovidge, the Massachusetts Revenue Commissioner, tells
the Court that AWI'S Objection is a disguised request for a
determination of the amount or legality of a tax.  While the
Objection is a matter "concerning the administration of the
estate," Stephen G. Murphy, Esq., in Boston, Massachusetts, argues
that the Objection "is not within the proper ambit" of the
Bankruptcy Court's authority.

Mr. Murphy also contends that AWI's argument about sham
transactions misstates and misapplies the doctrine as it exists in
Massachusetts.   The issue is AWI's Massachusetts net income, not
its federal net income.

                Court Should Defer to State's Procedure

Since the Objection explicitly pertains to the amount or legality
of a Massachusetts tax, Section 505 of the Bankruptcy Code
contains provisions for disputing a tax assessed, or which may be
assessed, against a taxpayer who is a debtor in a bankruptcy
proceeding.  The more general provisions contained in Section 502
for an objection to a claim would not encompass the disputing of
the tax itself, or the associated statutory additions.

The MDOR contends that a proceeding such as AWI'S Objection is
explicitly made subject by Section 505 to the Bankruptcy Court's
exercise of discretion on the question of whether to make any
determinations or to defer, in AWI's case, to the administrative
and judicial review procedures of Massachusetts.

                  AWI Already Chose State Procedures

Mr. Murphy tells Judge Fitzgerald that AWI has undertaken the
administrative procedures for review of the subject assessments.
Indeed, AWI has exercised its state review rights that could
culminate in presenting the issue to the Massachusetts Supreme
Court.  Meanwhile, the tax issues that the Bankruptcy Court,
should it choose to accept jurisdiction, are complex in the
extreme.  No bankruptcy issues are involved -- only issues arising
from Massachusetts tax law.  Discovery will be extensive and
intense, involving examination of the entirety of AWI's and its
affiliates' corporate structure, and the actual and book transfers
of funds amongst them over several years.

A conservative estimate for the length of trial, based on
analogous cases tried before the Massachusetts Appellate Tax
Board, would be a minimum of two continuous weeks, assuming full
days for trial.  For AWI and the Commissioner, the trial of the
case before the Bankruptcy Court would be substantially more
expensive, as both parties would need to be represented by both
bankruptcy trial lawyers and Massachusetts corporate tax trial
lawyers.

None of the factors for consideration of abstention under Section
505 favor the Bankruptcy Court's making the tax determinations.
Any issue concerning the impact of the determination of the
validity of the subject assessments by the adjudicatory agency
specializing in tax issues -- and further review by the state's
appellate courts -- upon AWI's anticipated post-confirmation
status can easily be resolved.

           Assessments Are Proper and Claim Must Be Allowed

Under Massachusetts law, an assessment by the Commissioner is
considered valid, and the burden of proof and persuasion is on the
taxpayer.  In the long-established sham transaction doctrine, the
taxing authority may disregard any transactions that do not have
economic substance apart from a taxed benefit claimed and do not
have a valid, good-faith business purpose other than tax
avoidance.  When this doctrine is invoked, the burden of proving
that the transaction is proper is on the taxpayer.

Mr. Murphy argues that "when the same persons occupy both sides of
the bargaining table, form does not necessarily correspond to the
intrinsic economic nature of the transaction, for the parties may
mold it at their will with no countervailing pull."  As a result
of these various transfers, AWI owes AWI Asia $795,000,000, "which
pales only in comparison to the 'debt' owed to IWI."

To the extent of the deviation of these transactions from the core
definition of debt, the actuality of a claim of a real debtor-
creditor relationship is put in question.  AWI's various
transactions lack a valid, good faith business purpose, other than
tax avoidance, and have no economic substance apart from the
asserted tax benefit in order to claim a deduction, exemption or
other tax benefit.

While AWI has made allegations about its good faith and business
purposes in entering into all of these transactions, AWI "must
travel a much greater distance before its burden of proof is even
tickled, let alone reached."

Under Massachusetts law, the deductions claimed by AWI on its
Massachusetts tax returns were not ordinary and necessary business
expenses for Massachusetts purposes.  The Commissioner is
authorized to eliminate these payments claimed as deductions by
AWI because they were made between affiliated corporations and
were in excess of fair value.

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)


ASTRPOWER INC: GE Energy Acquires Bankrupt Company
--------------------------------------------------
GE Energy completed its acquisition of substantially all of the
U.S. business assets of AstroPower, Inc., a leading manufacturer
of solar electric power products. With this agreement, GE Energy
adds solar power to its growing family of renewable energy
options.

AstroPower had filed a Chapter 11 petition for bankruptcy on
February 1, 2004 to allow for the sale of its assets and to meet
other obligations. The transaction with GE was subject to
competitive bidding and Bankruptcy Court approval. These
procedures were completed on March 12, 2004.

Based in Newark, Delaware, AstroPower developed, manufactured,
marketed and sold a range of solar energy products including solar
cells, modules and panels, as well as its SunChoice pre-packaged
systems. Solar electric power systems provide a clean, renewable
source of electricity in both off-grid and on-grid applications.

"Solar power has great potential, since solar cells can be
utilized almost anywhere," said John Rice, president and CEO of GE
Energy. "It already is a cost-effective source of power in many
remote, off-grid locations, and as system costs come down (over
the next few years), we expect demand will increase for on-grid
residential and commercial applications."

GE Energy's solar business will remain headquartered in Delaware.
Ali Iz has been appointed the business leader of the new
organization with the majority of AstroPower's current employees
being transferred to GE. "Adding the resources of AstroPower to GE
Energy's line of renewable energy power generation options
supports our on-going commitment to provide customers with the
broadest possible range of energy solutions for the 21st century,"
Rice said.

Solar joins wind, hydro and other renewable energy technologies
now in the GE Energy portfolio. The company entered the wind power
industry in 2002 with the acquisition of certain assets of Enron
Wind, and since then GE's wind energy operations have grown into a
$1.3 billion business.

While wind - and now solar - are relatively recent additions for
GE Energy, the company has supplied equipment and services to the
hydropower and water control industries for more than a century.
GE also continues to expand its technology portfolio supporting
the use of alternative fuels such as biogas and landfill gas,
while improving the efficiency and performance of coal, geothermal
and gas turbine-based power plants.

                     About GE Energy

GE Energy -- http://www.gepower.com/-- is one of the world's
leading suppliers of power generation and energy delivery
technology, with 2003 revenues of nearly $18.5 billion. Based in
Atlanta, Georgia, GE Energy provides equipment, service and
management solutions across the power generation, oil and gas,
transmission and distribution, distributed power and energy rental
industries.


BALCO EQUITIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Balco Equities Limited
        P.O. Box 1104
        Newburgh, NY 12550

Bankruptcy Case No.: 04-35777

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Haddon Holdings, Ltd.                      04-35778
     Sarah Enterprises International, Ltd.      04-35779

Chapter 11 Petition Date: March 31, 2004

Court: Southern District of New York (Poughkeepsie)

Debtor's Counsel: Ronald J. Cohen, Esq.
                  Cohen, Estis & Associates, LLP
                  40 Matthews Street, Suite 203
                  Goshen, NY 10924
                  Tel: 845-291-1900
                  Fax: 845-291-8601

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


BANC OF AMERICA: Fitch Takes Rating Actions on 2004-3 Notes
-----------------------------------------------------------
Banc of America Alternative Loan Trust's (BoAALT) 2004-3 mortgage
pass-through certificates are rated by Fitch Ratings as follows:

Groups 1, 2, and 3 certificates

    -- $186,525,000 classes 1-A-1, 2-A-1, 3-A-1 through 3-A-4,
         CB-IO, 30-B-IO, and 3-IO 'AAA' (senior certificates);
    -- $100 classes 1-A-R and 1-A-LR 'AAA' (senior certificates);
    -- $3,968,000 class 30-B-1 'AA';
    -- $1,831,000 class 30-B-2 'A';
    -- $1,017,000 class 30-B-3 'BBB';
    -- $1,017,000 class 30-B-4 'BB';
    -- $712,000 class 30-B-5 'B'.

Group 4 certificates

    -- $64,031,000 classes 4-A-1 and 4-IO 'AAA'
         (senior certificates);
    -- $959,000 class 4-B-1 'AA';
    -- $132,000 class 4-B-2 'A';
    -- $198,000 class 4-B-3 'BBB';
    -- $99,000 class 4-B-4 'BB';
    -- $66,000 class 4-B-5 'B'.

Certificates of all groups

    -- $8,081,060 class PO 'AAA'.

The 'AAA' ratings on the groups 1, 2, and 3 senior certificates
reflect the 4.60% subordination provided by the 1.95% class 30-B-
1, the 0.90% class 30-B-2, the 0.50% class 30-B-3, the 0.50%
privately offered class 30-B-4, the 0.35% privately offered class
30-B-5, and the 0.40% privately offered class 30-B-6. Classes 30-
B-1, 30-B-2, 30-B-3, and the privately offered classes 30-B-4 and
30-B-5 are rated 'AA', 'A', 'BBB', 'BB', and 'B', respectively,
based on their respective subordination.

The 'AAA' ratings on the group 4 senior certificates reflect the
2.35% subordination provided by the 1.45% class 4-B-1, the 0.20%
class 4-B-2, the 0.30% class 4-B-3, the 0.15% privately offered
class 4-B-4, the 0.10% privately offered class 4-B-5, and the
0.15% privately offered class 4-B-6. Classes 4-B-1, 4-B-2, 4-B-3,
and the privately offered classes 4-B-4 and 4-B-5 are rated 'AA',
'A', 'BBB', 'BB', and 'B', respectively, based on their respective
subordination.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by four pools of mortgage loans. The
class 1-A, 2-A, and 3-A certificates correspond to loan groups 1,
2, and 3, respectively. Loan groups 1, 2, and 3 are cross-
collateralized and are supported by one set of subordinate
certificates. The class 4-A certificates and its set of
subordinate certificates correspond to loan group 4.

Approximately 4.96%, 65.87%, 66.51%, and 29.92% of the mortgage
loans in groups 1, 2, 3, and 4, respectively, were underwritten
using Bank of America's 'Alternative A' guidelines. These
guidelines are less stringent than Bank of America's general
underwriting guidelines and could include limited documentation or
higher maximum loan-to-value (LTV) ratios. Mortgage loans
underwritten to 'Alternative A' guidelines could experience higher
rates of default and losses than loans underwritten using Bank of
America's general underwriting guidelines.

The group 1 collateral consists of 908 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 252 to 360 months. The aggregate
outstanding balance of the pool as of March 1, 2004 (the 'cut-off
date') is $116,250,884, with an average balance of $128,030 and a
weighted average coupon of 6.043%. The weighted-average original
loan-to-value ratio (OLTV) for the mortgage loans in the pool is
approximately 68.07%. The weighted-average FICO credit score for
the group is 733. Second homes and investor-occupied properties
comprise 1.03% and 98.97% of the loans in group 1, respectively.
Rate/term and cashout refinances account for 29.11% and 34.87% of
the loans in group 1, respectively. The states that represent the
largest geographic concentration of mortgaged properties are
California (40.69%) and Florida (15.87%). All other states
represent less than 5% of the group 1 mortgage loans.

The group 2 collateral consists of 364 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 336 to 360 months. The aggregate
outstanding balance of the pool as of the cut-off date is
$58,613,880, with an average balance of $161,027 and a weighted-
average coupon of 6.067%. The weighted-average OLTV for the
mortgage loans is approximately 80.15%. The weighted-average FICO
credit score for the group is 731. All of the loans in group 2 are
owner-occupied. Rate/term and cashout refinances account for
10.02% and 18.43% of the loans in group 2, respectively. The
states that represent the largest geographic concentration of
mortgaged properties are California (21.38%), Florida (14.59%),
Virginia (7.69%), and Texas (6.49%). All other states represent
less than 5% of the group 2 mortgage loans.

The group 3 collateral consists of 57 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
two-family residential mortgage loans with original term to stated
maturity of 360 months. The aggregate outstanding balance of the
pool as of the cut-off date is $28,564,959, with an average
balance of $501,140 and a weighted-average coupon of 6.036%. The
weighted average OLTV for the mortgage loans in the pool is
approximately 68.14%. The weighted-average FICO credit score for
the group is 730. Second homes and investor-occupied properties
comprise 5.99% and 7.27% of the loans in group 3, respectively.
Rate/term and cashout refinances account for 47.67% and 18.92% of
the loans in group 3, respectively. The states that represent the
largest geographic concentration of mortgaged properties are
California (59.17%) and Florida (10.52%). All other states
represent less than 5% of the group 3 mortgage loans.

The group 4 collateral consists of 543 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
four-family residential mortgage loans with original terms to
stated maturity ranging from 120 to 180 months. The aggregate
outstanding balance of the pool as of the cut-off date is
$66,121,168, with an average balance of $121,770 and a weighted-
average coupon of 5.475%. The weighted-average OLTV for the
mortgage loans in the pool is approximately 60.69%. The weighted-
average FICO credit score for the group is 731. Second homes and
investor-occupied properties comprise 0.85% and 68.27% of the
loans in group 4, respectively. Rate/term and cashout refinances
account for 43.17% and 35.89% of the loans in group 4,
respectively. The states that represent the largest geographic
concentration of mortgaged properties are California (37.89%),
Florida (10.82%), and Texas (6.76%). All other states represent
less than 5% of the group 4 mortgage loans.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as two
separate real estate mortgage investment conduits (REMICs). Wells
Fargo Bank, National Association will act as trustee.


BANC OF AMERICA: Fitch Assigns Ratings to Series 2004-3 Notes
-------------------------------------------------------------
Banc of America Mortgage Securities, Inc.'s, series 2004-3
mortgage pass-through certificates, are rated by Fitch Ratings as
follows:

Group 1 certificates

    -- $416,153,100 classes 1-A-1 through 1-A-27, 1-A-R, 1-A-MR,
          1-A-LR, and 1-30-IO 'AAA' (senior certificates);
    -- $6,021,000 class 1-B-1 'AA';
    -- $2,365,000 class 1-B-2 'A';
    -- $1,290,000 class 1-B-3 'BBB';
    -- $860,000 class 1-B-4 'BB';
    -- $645,000 class 1-B-5 'B'.

Groups 2 and 4 certificates

    -- $355,624,000 classes 2-A-1 through 2-A-16, 2-30-IO,
         4-A-1, and 4-15-IO 'AAA' (senior certificates).

Group 3 certificates

    -- $129,987,000 classes 3-A-1, 3-A-2, 3-A-3, and
         3-15-IO 'AAA' (senior certificates);
    -- $591,000 class 3-B-1 'AA';
    -- $263,000 class 3-B-2 'A';
    -- $198,000 class 3-B-3 'BBB';
    -- $132,000 class 3-B-4 'BB';
    -- $131,000 class 3-B-5 'B'.

Certificates of all four groups

    -- $3,080,927 class A-PO 'AAA'.

The 'AAA' ratings on the group 1 senior certificates reflect the
2.75% subordination provided by the 1.40% class 1-B-1, the 0.55%
class 1-B-2, the 0.30% class 1-B-3, the 0.20% privately offered
class 1-B-4, the 0.15% privately offered class 1-B-5, and the
0.15% privately offered class 1-B-6.

The 'AAA' ratings on the group 2 and 4 senior certificates reflect
the 2.40% subordination provided by the 1.40% class X-B-1, the
0.40% class X-B-2, the 0.20% class X-B-3, the privately offered
0.20% class X-B-4, the privately offered 0.10% class X-B-5, and
the privately offered 0.10% class X-B-6.

The 'AAA' ratings on the group 3 senior certificates reflect the
1.10% subordination provided by the 0.45% class 3-B-1, the 0.20%
class 3-B-2, the 0.15% class 3-B-3, the 0.10% privately offered
class 3-B-4, the 0.10% privately offered class 3-B-5, and the
0.10% privately offered class 3-B-6.

The ratings also reflect the quality of the underlying collateral,
the primary servicing capabilities of Bank of America Mortgage,
Inc. (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction is secured by four pools of mortgage loans, which
collateralize the groups 1, 2, 3, and 4 certificates respectively.
Groups 2 and 4 are cross-collateralized with each other, while
groups 1 and 3 are not cross-collateralized.

The group 1 collateral consists of 831 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
two-family residential mortgage loans with original terms to
stated maturity ranging from 240 to 360 months. The weighted-
average original loan-to-value ratio (OLTV) for the mortgage loans
in the pool is approximately 66.80%. The average balance of the
mortgage loans is $517,484 and the weighted-average coupon is
5.810%. The weighted-average FICO credit score for the group is
744. Second homes comprise 5.01% and there are no investor-
occupied properties. Rate/term and cashout refinances represent
57.41% and 12.86%, respectively, of the group 1 mortgage loans.
The states that represent the largest geographic concentration of
mortgaged properties are California (49.99%) and Illinois (6.23%).
All other states comprise fewer than 5% of properties in the
group.

The group 2 collateral consists of 599 recently originated,
conventional, fixed-rate, fully amortizing, first lien, one- to
three-family residential mortgage loans with original terms to
stated maturity ranging from 240 to 360 months. The weighted-
average OLTV for the mortgage loans in the pool is approximately
63.31%. The average balance of the mortgage loans is $537,895 and
the weighted-average coupon is 5.811%. The weighted-average FICO
credit score for the group is 748. Second homes comprise 1.09% and
there are no investor-occupied properties. Rate/term and cashout
refinances represent 68.94% and 12.38%, respectively, of the group
2 mortgage loans. All of the mortgaged properties in group 2 are
located in the state of California.

The group 3 collateral consists of 245 recently originated,
conventional, fixed-rate, fully amortizing, first lien, single-
family residential mortgage loans with original terms to stated
maturity ranging from 120 to 180 months. The weighted-average OLTV
for the mortgage loans in the pool is approximately 56.01%. The
average balance of the mortgage loans is $536,721 and the
weighted-average coupon is 5.282%. The weighted-average FICO
credit score for the group is 746. Second homes comprise 11.44%
and there are no investor-occupied properties. Rate/term and
cashout refinances represent 71.21% and 16.23%, respectively, of
the group 3 mortgage loans. The states that represent the largest
geographic concentration of mortgaged properties are California
(49.99%) and Florida (7.19%). All other states comprise fewer than
5% of properties in the group.

The group 4 collateral consists of 80 recently originated,
conventional, fixed-rate, fully amortizing, first lien, single-
family residential mortgage loans with original terms to stated
maturity ranging from 120 to 180 months. The weighted-average OLTV
for the mortgage loans in the pool is approximately 49.60%. The
average balance of the mortgage loans is $539,539 and the weighted
average coupon is 5.279%. The weighted-average FICO credit score
for the group is 752. Second homes comprise 4.45% and there are no
investor-occupied properties. Rate/term and cashout refinances
represent 65.84% and 27.15%, respectively, of the group 4 mortgage
loans. All of the mortgage properties in group 4 are located in
the state of California.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits (REMICs). Wells
Fargo Bank, National Association will act as trustee.


BESTAR: Closes 2 Private Equity Placements in Escrow
----------------------------------------------------
Bestar Inc. (TSX: BES) announced it has closed in escrow two
private placements.

In the first case, Bestar completed the private placement of
1,950,000 common shares at a price of $0.50 per share. In the
second case, Bestar completed the private placement to Fonds de
solidarite des travailleurs du Quebec (F.T.Q.) of a convertible
non secured debenture for an amount of $975,000. The debenture
will be convertible into common shares, in case of default only,
based on the trading price of the common shares on the trading day
preceding the conversion.

The closing of the two private placements was done in escrow to
allow the corporation to meet certain conditions imposed by the
investors including the negotiation of an agreement with the
Corporation's bank regarding the use of the proceeds derived from
the private placements. In accordance with the requirement of the
Toronto Stock Exchange, the parties have until May 14, 2004 to
lift the escrow. Should the conditions not be met by May 14, 2004,
the private placements will be deemed to have never occurred and
the proceeds will be returned to the investors.

"The closing of these private placements constitutes another step
in the corporate restructuring begun last year to increase
Bestar's flexibility and performance," affirmed Mr. Tardif,
Chairman of the Board.

Bestar Inc. is a leading Canadian manufacturer of ready-to-
assemble furniture.


CARDIMA: 2003 Audit Opinion Contains Going Concern Qualification
----------------------------------------------------------------
Cardima, Inc. (Nasdaq SC: CRDM), filed its Annual Report on Form
10-K for the year ended December 31, 2003, in which its
independent auditors, BDO Seidman LLP, included an explanatory
paragraph in its 2003 report on the Company's ability to continue
as a going concern. This announcement is made in compliance with
Nasdaq Rule 4350 (b), which requires separate disclosure of
receipt of an audit opinion that contains a going concern
qualification, and does not reflect any change or amendment to the
financial statements issued on March 31, 2004.

The Company has suffered recurring losses from operations and has
a net capital deficiency that raises substantial doubt about its
ability to continue as a going concern. At March 15, 2004, the
Company had approximately $7.1 million in cash and cash
equivalents. Based on the 2004 operating plan, the Company
believes this will be sufficient capital to fund operations into
the fourth quarter 2004. The Company expects to explore additional
potential funding opportunities including the sale of equity
securities, partnership, and the exercise of certain outstanding
warrants.

                        About Cardima

Cardima, Inc. has developed the REVELATION Tx, REVELATION T-Flex
and REVELATION Helix linear ablation microcatheters, the NAVIPORT
deflectable guiding catheters, and the INTELLITEMP energy
management system for the minimally invasive treatment of atrial
fibrillation (AF). The REVELATION Helix was developed for the
treatment of AF originating in the pulmonary veins of the heart.
The REVELATION Tx, REVELATION T-Flex and REVELATION Helix systems
and the INTELLITEMP have received CE Mark approval in Europe. The
Company has also developed a Surgical Ablation System, which is
expected to be used by cardiac surgeons to treat AF by ablating
cardiac tissue during heart surgery using radio frequency (RF)
energy. In February 2003, the Company announced that it had
received FDA 510(k) clearance to market the Surgical Ablation
System in the U.S.


CABLETEL: Sells Distribution Unit to Power & Telephone Supply Co.
-----------------------------------------------------------------
Cabletel Communications Corp. (AMEX: TTV; TSE: TTV), consummated
its previously announced sale of the assets of its Distribution
and Technology segments to Power & Telephone Supply Company of
Canada, Ltd., a subsidiary of privately-owned Power & Telephone
Supply Company, an independent worldwide distributor of material
for the telecommunications and cable TV industries, headquartered
in Memphis, Tenn. In connection with the transaction, Cabletel
sold all the Distribution and Technology segments' inventory,
selective fixed assets and the Cabletel name.

The purchase price for the sale was approximately Cdn. $2.6
million, substantially of which was used to reduce amounts owed
by the Company to its senior bank lender.

"The Power & Tel family is extremely happy to welcome the
Cabletel staff to our team," said Jim Pentecost, President of
Power & Telephone Supply Co. "We are proud to join in the
long-standing relationships that Cabletel has built with their
customers. Power & Tel is looking forward to continuing to
provide the service that these customers have been accustomed to
for over 30 years."

Following the sale, the Company intends to focus on completing
its on-going restructuring efforts (which may include further
asset or business divestures), with the goal of reorganizing the
Company to focus on its existing Manufacturing segment. The
Company remains in discussions with its creditors regarding a
satisfactory resolution of its previously announced liquidity
issues. While the Company remains hopeful that agreements can be
reached, the Company still may be required to consider
alternative courses of action including filing a voluntary
petition seeking protection under applicable Canadian and/or U.S.
restructuring laws. Greg Walling, President and CEO of Cabletel
stated, "We believe that the sale of the Distribution and
Technology segments assets is our first step towards
restructuring Cabletel on a basis that is beneficial to the
Company, its shareholders and its creditors."

Cabletel also announced that, beginning immediately, it will
commence reporting its results as a "foreign private issuer" in
the United States on Form 20-F and cease its practice of
voluntarily reporting its results on Forms 10-K and 10-Q.
Historically, the company, which has always been a "foreign
private issuer" for purposes of U.S. securities laws, has
voluntarily reported its results on Forms 10-K and 10-Q. However,
the Company's management now believes that to continue that
practice will cause the Company to incur additional costs without
any resulting benefit. Accordingly, the Company now plans to
utilize the forms made available to "foreign private issuers"
under U.S securities laws. As a result, the Company's results for
the year ended December 31, 2003 are required to be filed with
the Securities and Exchange Commission as part of a Form 20-F no
later than June 30, 2004.

                        *   *   *

As reported in the Feb. 26, 2004, edition of the Troubled Company
Reporter, the Company received confirmation from its senior
secured lender, LaSalle Business Credit, a division of ABN AMRO
Canada N.V., Canadian Branch, that the lender will continue to
forebear from taking any immediate action against the Company
under the rights and remedies afforded to it in the credit
agreement and related documents, on a day-to-day basis while the
Company evaluates and determines what action to take with respect
to bids received for the Company and certain of its assets. The
lender had previously agreed not to take any immediate action as a
result of certain defaults under the Company's credit agreement
with the lender until at least February 20, 2004. The continuing
forebearance is subject to the satisfaction by the Company of
certain conditions, which the Company believes it has satisfied.
No assurance can be given that lender will continue to forebear
from taking any action in the future.


CAESARS ENTERTAINMENT: Fitch Rates Convertible Sr. Notes at BB+
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Caesars
Entertainment's proposed offering of $300 million in floating-rate
contingent convertible senior notes, due 2024. There is also an
overallotment option of $75 million. The proceeds will be used to
repay amounts outstanding under the company's existing credit
facilities. The Rating Outlook is Stable.

Ratings reflect Caesars' large and diverse asset base, well-known
brands, strong free cash flow generation and focused balance sheet
management. Recent allocation of free cash flow towards debt
reduction ($691 million over the last two years) is evidence of
that commitment, as is Caesars' decision to not declare a
dividend. These factors are offset by several risks to the credit,
including major competitive threats in key markets, limited
visibility regarding returns on recent and current capital
investment initiatives, namely at Caesar's Palace. In Atlantic
City (37% of 2003 EBITDA), The Borgata has pressured results since
opening on July 3, 2003, and the threat of new supply in
Pennsylvania still looms. In Las Vegas (35% of 2003 EBITDA), CZR
faces the opening of Steve Wynn's $2.1 billion 'Wynn Resort'
property in early-2005. Potentially mitigating the impact of this
new capacity are current signs of an overall improvement in the
gaming environment evidenced by recent strong gaming win,
visitation and RevPAR trends. In addition, CZR results may benefit
from the expected rebound at Caesars Palace in Las Vegas in 2004,
as the benefits of a significant renovation take effect. However,
construction disruption remains a risk at the property due to a
$376 million hotel/convention space project announced recently,
though management expects this to be minimal.

At Dec. 31, 2003, Caesars' LTM leverage and interest coverage
ratios stood at 4.4 times and 3.2x, respectively, relatively flat
with fiscal year-end 2002 levels despite a 5.1% decline in EBITDA
to $1.034 billion. This reflects debt repayment of $293 million
which reduced FYE 2003 debt to $4.46 billion. At the same time,
Caesars has refrained from major share repurchases and/or
meaningful dividend programs that have been undertaken by a number
of gaming companies. Fitch expects leverage to fall to 3.9x in
2004 due to a projected 5-10% increase in EBITDA (as Caesars
begins to realize full benefits from capital investments) and
continued debt reduction resulting from the $280 million sale of
the Las Vegas Hilton (which should close in mid-June 2004). Heavy
capital spending plans in 2004 ($692 million project and
maintenance expenditures) are likely to exhaust free cash flow in
2004 and preclude further upside to debt reduction. For 2005, a
0%-5% EBITDA growth and capital spending of roughly $500 million
would suggest free cash flow in the $150 million $200 million
range. Given management's stated desire to manage the company at a
3.75x - 4.0x debt ratio, Fitch believes share repurchases (16.4
million shares remain under the current authorization) or
shareholder dividends are a possibility at that time. Major
capital spending projects in 2004 include $196 million for a new
room tower and meeting space at Caesars Palace (total project cost
$376 million, with completion in 2005) and $41 million for a
garage at Caesars Atlantic City (total project cost $75 million
with completion in 2005). Other investments include $55 million
for the Mohawk project in New York State and $10 million related
to the Caesars Pauma project in Southern California. Notably, a
potential $200 million hotel room project in Atlantic City
continues to be on indefinite hold until management is comfortable
that taxes in New Jersey will not be raised in again.

Liquidity is strong with roughly $1.4 billion in availability
under the revolving credit facilities (pro forma for the subject
offering) and $313 million in cash at FYE 2003. The company is
currently in the process of refinancing its credit facilities,
comprised of a $493 million 364-day revolver and $1.741 billion
two-year extension of the 5 year facility, which mature in August
2004 and December 2005, respectively. The new credit facility is
expected to have a five-year maturity and be on terms at least as
favorable as the existing credit facilities. Caesars' next
maturity occurs in July 2004 when $325 million of 7% senior notes
come due, followed by $400 million in senior subordinated notes
which are due in December 2005.


CD&L INC: Wants to Extend Form 10-K Filing Deadline to April 14
---------------------------------------------------------------
CD&L, Inc. (Amex: CDV) has applied to extend the filing of its
Annual Report on Form 10-K with the Securities and Exchange
Commission until April 14, 2004. The delay in filing is
principally attributable to the Company's current efforts to
restructure and/or obtain waivers from its senior subordinated
lenders with respect to certain financial covenants.


COMDIAL INC: December 2003 Balance Sheet Upside Down by $5.4 Mil.
-----------------------------------------------------------------
Comdial Corporation (OTC Bulletin Board: CMDZ), a leading provider
of IP telephony and unified communications solutions, reported
financial results for the fourth quarter and full year ended
December 31, 2003. Net sales for the quarter were $10.1 million
compared to $14.0 million for the same period in 2002. Earnings
before interest, taxes, depreciation and amortization ("EBITDA")
for the quarter was $1.1 million compared to $0.0 million for the
same period in 2002. Net loss for the quarter was $2.9 million,
compared to $1.5 million for the same period in 2002.

Net sales for 2003 were $47.9 million compared to $51.7 million
for the same period in 2002. EBITDA for 2003 was $1.8 million
compared to $3.7 million for the same period in 2002. Net loss for
2003 was $6.1 million compared to $6.5 million for the same period
in 2002. Comdial's net income for 2002 included $24.5 million of
gains associated with management negotiated debt restructurings,
lease renegotiations and an arbitration award.

At December 31, 2003, Comdial Corporation's balance sheet shows a
stockholders' equity deficit of $5,399,000

Fourth quarter 2003 results were primarily affected by:

- Decrease in end-user demand for legacy products. The Company
   believes that certain customers have been hesitant to invest in
   traditional communications systems in anticipation of next-
   generation product announcements, resulting in higher than
   anticipated inventory levels held by distribution partners.
   Offsetting this product shift was continued end-user buying of
   current solutions that are upgradeable to the recently
   announced CONVERSip(TM) line.

- Significant changes in the Company's sales force resulting in
   longer than expected vacancies in several key sales positions,
   slowing the selling process. These positions have since been
   filled.

- A $1.1 million write-down, primarily of discontinued and
   refurbished product inventory, which is included in cost of
   goods sold.

Management has undertaken the following initiatives to correct
these near- term issues:

- Improved sales and marketing focus. The restructuring of
   Comdial's sales organization is nearly complete, including a
   new regional sales director for the west region and several new
   regional sales managers in place throughout the US. In
   addition, the Company intensified its sales training program
   for all sales personnel, emphasizing the new CONVERSip(TM) line
   and its dynamic product migration strategy. Further, Comdial is
   developing stronger product sales tools and materials to assist
   its channel partners.

- Further streamlining operations. The Company has significantly
   reduced administrative expenses versus last year, resulting in
   a reduced operating expense base and a lower break-even level.
   During the first quarter of 2004, Comdial reduced its workforce
   by 15% from prior levels. As a result, the Company expects to
   record severance charges during the first quarter of 2004 of
   $0.3 million. Additionally, the Company continued its focus on
   controlling discretionary spending while investing in the
   above-mentioned selling and marketing improvements.

Because of weaker than expected product sales, the simultaneous
ramping-up of CONVERSip(TM) sales, and the training period
necessary for new additions to its sales force, the Company
currently anticipates sales in the first quarter of 2004 will be
down from the fourth quarter of 2003. The Company further expects
to record a net loss for the first quarter, including the above-
mentioned charge for severance. Comdial currently anticipates that
sales trends in 2004 should be positive sequentially versus the
first quarter of the year as sales force effectiveness increases
and the next-generation CONVERSip(TM) products begin to ship in
volume. Consequently, giving consideration to the recently
implemented cost reduction program, the Company expects to be cash
flow positive from operations for the second quarter of 2004 and
the remainder of the fiscal year.

Neil Lichtman, chief executive officer, commented, "During the
fourth quarter, our performance was negatively affected by having
a larger than expected number of sales positions open. While
admittedly disruptive, we believe these issues represent a near-
term concern that is being resolved. We currently expect first
quarter results to continue to reflect weakness. However, we look
for improving results as 2004 progresses and the new product cycle
takes hold. We will maintain strict cost discipline and focus our
investment on our next-generation product growth and migration
strategy, including the training and education of both Comdial's
and our channel partners' sales teams."

Mr. Lichtman continued, "As previously announced, we recently
closed a $9 million financing, the proceeds of which will drive
our 2004 strategic growth plan in the IP telephony market through
Comdial's new CONVERSip(TM) solutions suite. This strategic plan
leverages Comdial's brand strength, its long-standing distribution
channel relationships and our large installed base. The
CONVERSip(TM) product family places Comdial squarely in the
growing converged telephony segment. CONVERSip(TM) offers an
innovative, flexible and cost-efficient method of streamlining
collaborative interaction, enabling users to leverage their legacy
technology investments and common network infrastructure, while
significantly enhancing productivity. Our confidence in our 2004
outlook is bolstered by strong sales of Comdial's IP systems
coupled with the reductions we have made in operating expenses and
with the promising reaction CONVERSip(TM) has received from our
channel partners. As we manage this product transition going
forward, we will maintain our financial discipline and the focus
on service and innovation that has made Comdial a leading-edge
communications solutions provider."

                       About Comdial

Comdial is a converged voice and data communications solutions
provider with over 25 years of long-standing success as a leading
brand. Focused on superior customer service and reliable
communications solutions, we are dedicated to producing best-in-
class small- to mid-sized enterprise communications products.
Through innovative technology and flexibility, we are unmatched at
providing comprehensive Internet Protocol (IP) communications
solutions tailored to meet each customer's evolving business
needs. For more information about Comdial and its communications
solutions, visit its web site at http://www.comdial.com/


COMMONWEALTH BIOTECH: Auditors Remove Going Concern Qualification
-----------------------------------------------------------------
Commonwealth Biotechnologies, Inc. (CBI) (NASDAQ SmallCap: CBTE),
a life sciences contract research organization and biotechnology
company, announced that the "going concern" qualification has been
removed from its independent auditor's report for fiscal year 2003
which was filed with the Company's Annual Report and 10KSB on
March 30, 2004.

The going concern discussion first appeared in the auditor's
report for fiscal year 2001 and was continued in 2002. A going
concern indicates that there is notable uncertainty in the ability
of the Company to continue its operations through the end of the
fiscal year following the most recent audited balance sheet date.

"This is extremely good news for the Company and should further
foster investor confidence. More specifically, we believe that the
increase in the trading price of the Company's common stock is
directly attributable to renewed investor confidence on the heels
of recent positive news from the Company. Removal of the going
concern discussion reflects a welcome improvement in the Company's
fiscal health," said Robert B. Harris, Ph.D., President and CEO of
the Company.

                           About CBI

Founded in 1992, CBI is located in Gateway Centre, Chesterfield
County at 601 Biotech Drive, 23235 (1-800-735-9224). CBI occupied
this 32,000 square foot facility in December 1998 and currently
employs a staff of about 40. CBI provides comprehensive research
and development services to more than 2,800 private, government,
and academic customers in the global biotechnology industry. For
more information, visit http://www.cbi-biotech.com/


CONEY ISLAND: US Trustee Fixes Sec. 341(a) Meeting for April 30
---------------------------------------------------------------
The United States Trustee will convene a meeting of Coney Island's
creditors at 2:30 p.m., on April 30, 2004 in the Office of the
United States Trustee, 80 Broad Street, Second Floor, New York,
New York 10004-1408.  This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend. This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Bronx, New York, Coney Island Amusement, Inc.,
owns parcel of real estate for development purposes.  The Company
filed for chapter 11 protection on March 24, 2004 (Bankr. S.D.N.Y.
Case No. 04-12002).  Richard L. Koral, Esq., represent the Debtor
in its restructuring efforts.  When the Company filed for
protection from its creditors, it listed $10,000,000 in total
assets and $8,770,000 in total debts.


CORRPRO: Completes Refinancing & Elects James Johnson as Chairman
-----------------------------------------------------------------
Corrpro Companies, Inc. (Amex: CO) announced the successful
completion of its refinancing and recapitalization agreements.
CorrPro Investments, LLC, an affiliate of Wingate Partners III,
L.P., invested fresh capital of $13 million cash in return for a
new issue of preferred stock and warrants to acquire approximately
12.1 million shares of common stock of the Company at a nominal
exercise price. Corrpro also entered into a new $40 million senior
secured credit facility with CapitalSource Finance LLC. The
facility consists of a revolving credit line, a term loan with a
five-year maturity and a letter of credit sub-facility. In
addition, Corrpro issued $14 million in new secured subordinated
notes to American Capital Strategies Ltd. (Nasdaq: ACAS) as well
as warrants to acquire approximately 3.9 million shares of common
stock of the Company at a nominal exercise price.

As part of the refinancing, Corrpro repaid and terminated its
prior revolving credit facility due March 31, 2004, and its
outstanding senior notes due January 15, 2008. After taking into
account the common stock dilution calculations described in the
shareholder proxy materials, which include the newly-issued
warrants, existing shareholders will own approximately 28% of the
fully-diluted shares.

"Our announcement is the culmination of a successful process to
restructure our business operations and allow us to strategically
take advantage of our market leading position. This was made
possible by the continuing support of our customers, employees,
vendors, and shareholders," commented Joseph W. Rog, Chief
Executive Officer and President. "With our new financial team, led
by Wingate Partners, we look forward to an improved operating
environment with new investment in the business and the
opportunity to enhance value for all our stakeholders."

As contemplated by the transaction, Corrpro increased the size of
its Board of Directors from seven to nine. Messrs. Jay I.
Applebaum, James A. Johnson, and Jason H. Reed, executives
affiliated with Wingate Partners, have become directors, with Mr.
Johnson serving as Chairman of the Board. Messrs. C. Richard
Lynham, Harry W. Millis, Neal R. Restivo, Joseph W. Rog, and Dr.
Warren F. Rogers will continue to serve on the Board. American
Capital retains the right to designate a director to fill the
remaining director vacancy. The Company plans to hold its annual
meeting of shareholders in August 2004 after it has mailed its
annual report to shareholders.

"Wingate's philosophy is to build on the existing strengths of
companies. We have invested in Corrpro's business because its
profile matches our other previous successes," commented James A.
Johnson, Corrpro's Chairman of the Board. "We were attracted to
Corrpro because it is a leader in corrosion protection for the
infrastructure, energy, and environmental markets where there are
strong opportunities for growth. We see our role as bringing
stability to the organization by helping to establish and
prioritize the Company's goals, and by providing leadership to
develop and implement a successful game plan to meet those goals.

With a deep appreciation for the work of Corrpro's dedicated
professionals, a firm commitment to accountability at all levels
within the Company, and a relentless focus on customer service, we
are excited about our involvement with Corrpro and its people, who
have a reputation for excellence within the industry. It is our
intention to build on this proud heritage."

Corrpro's financial advisor in this refinancing and
recapitalization transaction was Brown Gibbons Lang & Company
(BGL), a leading investment bank with offices in Cleveland and
Chicago. BGL specializes in providing financial advisory services
to middle-market companies nationwide with total enterprise values
typically ranging from $20 million to $500 million.

                      About Corrpro

Corrpro, headquartered in Medina, Ohio, with offices worldwide, is
a leading provider of corrosion control engineering services,
systems and equipment to the infrastructure, environmental and
energy markets around the world. Corrpro is the leading provider
of cathodic protection systems and engineering services, as well
as a leading supplier of corrosion protection services relating to
coatings, pipeline integrity and reinforced concrete structures.

                      About Wingate

Wingate Partners, headquartered in Dallas, Texas, is a private
investment firm focused on making equity investments in businesses
going through significant transition.

                   About CapitalSource

CapitalSource, headquartered in Chevy Chase, Maryland, is a
specialized commercial finance company with more than $3 billion
in loan commitments offering asset-based, senior, cash flow and
mezzanine financing to small and mid-sized businesses.

                  About American Capital

American Capital, headquartered in Bethesda, Maryland, is a
publicly traded buyout and mezzanine fund with capital resources
in excess of $2.7 billion. American Capital is an equity partner
in management and employee buyouts; invests in private equity
sponsored buyouts, and provides capital directly to private and
small public companies. American Capital provides senior debt,
mezzanine debt and equity to fund growth, acquisitions and
recapitalizations.


DAN RIVER: S&P Hacks Credit Rating to D on News of Ch. 11 Filing
----------------------------------------------------------------
Standard & Poor's Ratings Services said today it lowered its
corporate credit rating on Dan River Inc. to 'D' from 'CCC' and
its senior unsecured debt rating to 'D' from 'CC'.

"The rating action follows Dan River's announcement that it filed
for voluntary Chapter 11 bankruptcy protection in the U.S.
Bankruptcy Court on March 31, 2004," said Standard & Poor's credit
analyst David Kang.

Danville, Virginia-based Dan River has about $157 million of rated
debt.

Dan River is a leading manufacturer and marketer of textile
products for the home fashion and apparel fabric markets.


DDI CORP: Completes $61 Million Preferred Stock Private Placement
-----------------------------------------------------------------
DDi Corp. (Nasdaq: DDIC), a leading provider of technologically
advanced engineering and manufacturing services, has completed a
private placement of 1,286,917 shares of preferred stock to
certain institutional investors for an aggregate sales price of
$61 million, or $47.40 per share, before placement fees and
offering expenses.

DDi used the proceeds from the private placement, together with
cash on hand to pay off the Dynamic Details senior credit
facility.

Each share of preferred stock will initially be convertible into
four shares of Common Stock at a conversion price of $11.85 per
share, subject to certain anti-dilution and other customary
adjustments. The shares of preferred stock bear dividends at the
rate of 6% per annum, payable quarterly commencing March 31, 2005.
The preferred shares are subject to mandatory redemption in five
years, and are subject to earlier redemption at the option of the
holder under certain circumstances.

Immediately after paying off the senior credit facility, DDi Corp.
and its U.S. and Canadian subsidiaries entered into a three-year,
$40,000,000 secured revolving credit facility with General
Electric Capital Corporation, which acted as agent and lender. The
interest rate at closing is LIBOR plus 4% on LIBOR loans and prime
plus 3% for index rate loans. Beginning in the second quarter of
2005, pricing will be based upon the borrowing group's financial
performance and will range from LIBOR plus 3 to 4% on LIBOR loans
or prime plus 2 to 3% for index rate loans. Availability under the
credit facility is based on certain liquidity and borrowing base
benchmarks. The credit facility contains standard representations
and warranties, covenants and events of default for a facility of
this size. At March 31, 2004, Dynamic Details, Incorporated was
able to borrow up to approximately $15 million on this facility.

"The successful completion of these financial transactions is
another vote of confidence in DDi's business model, technological
expertise and management team," commented Bruce McMaster,
president and chief executive officer of DDi. "The new borrowing
agreement provides us with a lower cost of capital and a more
flexible borrowing arrangement, which will allow us to capitalize
on the improved business activity and opportunities we are seeing
in the PCB marketplace."

                      About DDi Corp.

DDi is a leading provider of time-critical, technologically
advanced, electronics manufacturing services. Headquartered in
Anaheim, California, DDi and its subsidiaries offer fabrication
and assembly services to customers on a global basis, from its
facilities located across North America and in England.


DOBSON COMMS: Declares In-Kind Dividend on 13% Preferred Stock
--------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) declared an in-
kind dividend on its outstanding 13% Senior Exchangeable Preferred
Stock. The dividend will be payable on May 1, 2004 to holders of
record at the close of business on April 15, 2004. The CUSIP for
the 13% Senior Exchangeable Preferred Stock is 256 072 50 5.

Holders of shares of 13% Senior Exchangeable Preferred Stock will
receive 0.03250 additional shares of 13% Senior Exchangeable
Preferred Stock for each share held on the record date. The
dividend covers the period February 1, 2004 through April 30,
2004. The dividends have an annual rate of 13% on the $1,000 per
share liquidation preference value of the preferred stock.

Dobson Communications is a leading provider of wireless phone
services to rural markets in the United States. Headquartered in
Oklahoma City, the Company owns wireless operations in 16 states.
For additional information on the Company and its operations,
please visit its Web site at www.dobson.net

                        *   *   *

Standard & Poor's Ratings Services placed its ratings for Dobson
Communications Corp., American Cellular Corp., and related
entities (including the 'B-' corporate credit rating) on
CreditWatch with negative implications.

"The CreditWatch placement reflects the potential violation of
bank covenants before year-end 2004 resulting from the company's
revised EBITDA guidance, as well as increased pressure on roaming
revenue due to the pending merger between AT&T Wireless Services
Inc. (AWE) and Cingular Wireless LLC," explained Standard & Poor's
credit analyst Rosemarie Kalinowski.


DOMAN INDUSTRIES: December 31 Balance Sheet Upside-Down by $419M
----------------------------------------------------------------
Rick Doman, President & CEO of Doman Industries Limited, announced
the Company's fourth quarter and 2003 results.

                            Earnings

The net loss for the year ended December 31, 2003 was $(3.8)
million, or $(0.20) per share, compared to a net loss of $(164.1)
million, or $(3.97) per share for the year ended December 31,
2002.

Included in the net loss for 2003 was $8.0 million representing
the write-down of property, plant and equipment and operating
restructuring costs and $189.2 million gain on the translation of
debt denominated in US dollars. The net loss for 2002 included
$67.5 million representing the write-down of property, plant and
equipment and operating restructuring costs and $10.2 million gain
on the translation of debt denominated in US dollars.

Softwood lumber duties expensed for 2003 totalled $36.1 million;
in 2002 duties were $22.3 million less a refund of $12.4 million
for 2001.

The net loss for the fourth quarter of 2003 was $(14.5) million,
or $(0.37) per share, compared to a net loss of $(86.9) million,
or $(2.07) per share for the fourth quarter of 2002. Included in
the net loss for Q4 2003 was $(1.1) million representing the
write-down of property, plant and equipment and operating
restructuring costs and $35.3 million gain on the translation of
debt denominated in US dollars. The net loss for Q4 2002 included
$(64.3) million representing the write-down of property, plant and
equipment and operating restructuring costs and $6.5 million gain
on the translation of debt denominated in US dollars.

The Company estimates that the strengthening Canadian dollar,
which averaged US $0.71 in 2003 compared to US $0.64 in 2002,
reduced operating earnings by approximately $51 million in 2003.
For the fourth quarter of 2003 the Canadian dollar averaged US
$0.76 compared to US $0.64 for the same quarter of 2002 and
reduced fourth quarter 2003 operating earnings by approximately
$19 million from the fourth quarter of 2002.

                    Solid Wood Segment

Sales in the solid wood segment were $389.0 million for the year
ended December 31, 2003 compared to $463.7 million in 2003 as a
result of lower average sales realizations for lumber reflecting
the stronger Canadian dollar in 2003, the impact of softwood
lumber duties for the full 2003 year (compared to 2002 when duties
commenced in May and a $12.4 million prior year refund was
recorded) and lower outside log sales volume and prices. Solid
wood sales in the fourth quarter of 2003 were $96.0 million
compared to $118.5 million in the same period of 2002 as a result
of the stronger Canadian dollar in 2003, (which offset higher
sales volumes in Q4 2003 compared to Q4 2002) and lower outside
log sales volumes and prices.

EBITDA for the solid wood segment for the year ended December 31,
2003 was $12.7 million compared to $78.3 million for the year
ended December 31, 2002.

EBITDA for the solid wood segment in the fourth quarter of 2003
was $(1.1) million compared to $(1.8) million in the third quarter
of 2003 and $19.1 million in the fourth quarter of 2002. Results
in the fourth quarter were adversely impacted by (i) the stronger
Canadian dollar, (ii) a $9.3 million provision for countervailing
and antidumping duties on softwood lumber shipments to the US, and
(iii) continued curtailment in the logging operations. Production
of 709 km3, although increased from 473 km3 in the third quarter,
was down from 993 km3 in the fourth quarter of 2002.

                            Pulp Segment

Pulp sales for the year ended December 31, 2003 were $200.0
million compared to $171.2 million in 2002. Pulp sales in the
fourth quarter of 2003 decreased to $46.4 million from $50.9
million in the same period of 2002 as a result of lower sales
volumes and although US $ prices were higher, they were offset by
the stronger Canadian dollar. The average list price of NBSK in
the fourth quarter of 2003 was US $556 per ADMT compared to US
$455 per ADMT in the same quarter of 2002.

EBITDA for the pulp segment for the year ended December 31, 2003
was $(37.6) million compared to $(17.8) million for the year ended
December 31, 2002.

EBITDA for the pulp segment in the fourth quarter of 2003 was
$(7.3) million compared to $(6.7) million in the immediately
preceding quarter and $(6.6) million in the fourth quarter of
2002. The Squamish pulp mill operated for 80 days in the fourth
quarter of 2003, producing 62,439 ADMT. The Port Alice dissolving
sulphite mill operated for 36 days in the fourth quarter of 2003
in order to satisfy customer requirements.

                           Liquidity

Cash flow from operations for the year ended December 31, 2003,
before changes in non-cash working capital, was $(133.1) million
compared to $(66.9) million for the year ended December 31, 2002.
Cash flow from operations in the fourth quarter of 2003, before
changes in non-cash working capital was $(33.5) million compared
to $(23.9) million in the fourth quarter of 2002.

After changes in non-cash working capital, cash provided by
operations was $16.8 million for the year ended December 31, 2003
compared to $(28.0) million for the year ended December 31, 2002.
After changes in non-cash working capital, cash provided by
operations in the fourth quarter of 2003 was $7.5 million compared
to $(14.7) million in the fourth quarter of 2002.

Additions to property, plant and equipment were similar in 2003
and 2002 at $29.2 million and $29.6 million, respectively. Road
construction in the logging sector accounted for the major portion
of these expenditures, being $26.3 million in 2003 and $28.1
million in 2002.

Bank indebtedness increased by $8.6 million in 2003.

The Company's cash balance at December 31, 2003 was $21.6 million.
In addition, $26.3 million was available under its revolving
credit facility.

                    Markets and Outlook

Lumber prices in the U.S. as measured by SPF 2x4 lumber averaged
approximately US $299 per mfbm in the fourth quarter of 2003
compared to US $230 per mfbm in the same quarter of 2002 and US
$316 per mfbm in the third quarter of 2003. Housing start
statistics in the US remain strong with a seasonally adjusted
annual rate in February 2004 of 1,855,000 and lumber prices, after
weakening in the fourth quarter of 2003, have strengthened with
SPF 2x4 averaging approximately US $360 per mfbm in the first two
months of 2004. On March 22, 2004, the World Trade Organization
issued a favorable ruling for Canadian softwood lumber exporters
in connection with the ongoing softwood lumber trade dispute with
the US. A further decision is expected from NAFTA on April 30, and
there is growing optimism that a successful legal challenge
through the WTO and NAFTA or a negotiated settlement between
Canada and the US will bring about a settlement to the softwood
dispute in the near future.

NBSK pulp markets continued strengthening in the latter part of
2003 with list prices to Europe ending the fourth quarter at US
$560 per ADMT. World producers' pulp stocks are expected to
continue to decline through the second quarter of 2004 as
producers take normal spring maintenance curtailments and fine
paper demand improves further. List prices to Europe, which
increased to US $620 per ADMT in March, will climb to US $640 per
ADMT effective April 1 and further price increases are expected
going forward.

Prices for dissolving sulphite pulp, manufactured at the Company's
Port Alice pulp mill, have improved recently, enabling the Company
to announce that it would recommence operations on April 5, 2004
for a minimum of 37 days, after being down for the first quarter
of 2004.

                       Concluding Remarks

In conclusion, Rick Doman stated, "We are very pleased that the
increase in dissolving sulphite prices will allow us to start up
the Port Alice mill on April 5. This provides the Company an
opportunity to continue its search for either a purchaser for the
mill or some other solution that will avoid a permanent mill
closure. In our logging operations, the move to a market pricing
system on February 29, 2004 for setting stumpage rates will result
in significant stumpage reductions in the current market and
facilitate a return to more normal production levels. As well, the
effects of our sawmill cost reduction program, started in 2001,
will continue to benefit the Company as we move forward. From an
overall standpoint, as the Company continues in its efforts to
bring about a successful restructuring, we are pleased to see the
improvement in product prices for lumber and pulp, a trend we see
continuing as the Company works towards emerging from CCAA".

Doman Industries Limited's December 31, 2003, balance sheet
discloses a working capital deficit of about $721 million while
net capital deficit tops $419 million.


DOMAN INDUSTRIES: Joe Frumento Resigns from Directorial Post
------------------------------------------------------------
Doman Industries Limited announced that Mr. Joe Frumento has
resigned from the Board of Directors of Doman. Mr. Herb S. Doman,
said "Mr. Frumento has made a great contribution as a director of
the Company for many years. During his time with the Company, Mr.
Frumento served on the Board's Special Committee, Governance and
Compensation Committee, Audit Committee and Environmental, Risk
and Public Policy Committee. On behalf of the Company and myself,
I thank Mr. Frumento for his counsel, loyalty and hard work over
the years."

Doman is an integrated Canadian forest products company and the
second largest coastal woodland operator in British Columbia.
Principal activities include timber harvesting, reforestation,
sawmilling logs into lumber and wood chips, value-added
remanufacturing and producing dissolving sulphite pulp and NBSK
pulp. All the Company's operations, employees and corporate
facilities are located in the coastal region of British Columbia
and its products are sold in 30 countries worldwide.

Doman Industries Limited's December 31, 2003, balance sheet
discloses a working capital deficit of about $721 million while
net capital deficit tops $419 million.


DPL INC: S&P Cuts Ratings After Delay in Filing SEC Form 10-K
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on utility holding company DPL Inc. and its utility
affiliate Dayton Power & Light Co. (DP&L) to 'BB-' from 'BB'. The
'BBB-' rating on DP&L's first mortgage bonds was affirmed. All
other long-term debt ratings of DPL Inc. and DP&L were lowered one
notch. All ratings remain on CreditWatch with negative
implications. The downgrade is in response to the company's
failure to file its Form 10-K with the SEC, which immediately
hinders the company's liquidity position.

DPL indicated that its delay to complete its 10-K filing is due to
the fact that the Audit Committee of DPL's board needs to complete
its review on several areas of concern, including corporate
governance, compensation policy, internal controls, and potential
tax liabilities addressed in an internal memo dated March 10, 2004
from the company's controller to the chair of DPL's Finance and
Audit Review Committee.

Dayton, Ohio-based DPL has about $2.6 billion of total debt
outstanding.

"The rating action reflects our heightened concern that DPL's
failure to file its Form 10-K with the SEC further constrains the
firm's liquidity position and access to public capital markets,"
said Standard & Poor's credit analyst Brian Janiak.

"In addition, the receipt of bank waivers on its existing term
loan and credit facilities is a temporary fix as the firm cannot
access DP&L's $150 million revolving credit facility or DPL's $150
million term loan," added Mr. Janiak.

Standard & Poor's believes the company will be able to meet its
immediate financing needs. Proceeds from its recent $175 million
8% private placement of notes on March 25, 2004, with lead
investor Zimmer Lucas Partners, combined with the use of DPL's
$337 million of cash on hand is expected to be used to address the
company's $500 million of 6.82% notes due April 6, 2004. However,
this absorption of a significant portion of its liquidity,
combined with the technical default associated with its credit
facility and term loan due to the 10-K delay, will further
constrain DPL's overall liquidity position.

In addition, the failure to file its Form 10-K further highlights
the important issues previously identified by Standard & Poor's in
its rating downgrade on Dec. 10, 2003. These include weak
corporate governance, lack of internal controls and risk
management, and the opacity of DPL's overall risk exposure, which
still have not been adequately addressed in a manner consistent
with the interest of the company's bondholders.


ENCORE ACQUISITION: S&P Rates $150 Million Sr. Debt Issue at B
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Encore Acquisition Co.'s $150 million senior subordinated notes
due 2014. At the same time, Standard & Poor's affirmed its 'BB-'
corporate credit and 'B' subordinated debt ratings on the
independent oil and gas exploration and production company. The
outlook is stable.

Proceeds from the proposed note offering will primarily be used to
fund Encore's purchase of privately held Cortez Oil & Gas Inc. for
$123 million, which was announced on March 3, 2004, as well as
retire existing bank borrowings and other general corporate
purposes.

Fort Worth, Texas based Encore had about $180 million of debt
outstanding as of Dec. 31, 2003.

"The ratings affirmation reflects the fact that even with the
increased debt Encore will take on to fund this transaction,
financial measures will remain appropriate for current ratings,"
said Standard & Poor's credit analyst Brian Janiak.

Furthermore, the acquisition is consistent with Encore's business
growth strategy of acquiring relatively low-risk drilling, long-
lived reserves (reserve/production ratio of 14 years),
complementary to Encore's operations. Cortez's properties are in
the Cedar Creek Anticline of Montana (where Encore has extensive
operations), the Permian Basin, and the Mid-Continent region.

The ratings on Encore reflect its small to midsize reserve base
(156 million boe, pro forma for the acquisition), limited
geographic diversification, and an aggressive growth strategy. Pro
forma for the acquisition, Encore will be moderately leveraged
with total debt to total capital at 45%.

These weaknesses are tempered by the company's high percentage of
company-operated properties (86%) that require modest future
development expenses and its high percentage of proved developed
reserves (78%), which have a long reserve life of about 17 years
and provide the company with meaningful operational and financial
flexibility. In addition, Encore's rising production levels (9.6%
during 2003) and strong reserve replacement (255% in 2003)
primarily from organic growth, combined with its relatively
competitive operating and finding costs, also help mitigate the
risks inherent in the company's small reserve base and limited
geographic diversification. The acquisition of Cortez's estimated
15 million proven boe will effectively increase Encore's total
proved reserves by 11% and production by about 9% in 2004.

The stable outlook reflects Standard & Poor's expectation for
management to effectively integrate the Cortez operations over the
near term and expand the company's reserves and production through
organic growth. The current rating incorporates the expectation
that any additional significant acquisitions will be funded in a
manner that does not increase leverage. Failure to adhere to
moderate financial policies to expand its reserves and production
growth could warrant an outlook revision or lower ratings.


ENRON CORP: Judge Gonzalez Clears Bammel Gas Trust Settlement
-------------------------------------------------------------
Enron Corporation, Enron North America Corporation and BAM Lease
Company ask the Court to approve a Settlement Agreement and
Mutual Release by and among the Debtors, Sundance Assets LP, Bank
of America N.A. and The Bank of New York, as trustee of the
Bammel Gas Trust.

Bank of America enters into the Settlement in its capacity as a
Lender, as Secured Party, as BOA Equity Owner of the Bank of
America Equity Interest, as Master Swap Counterparty and as
Administrative Agent for the financial institutions identified as
Lenders.

                 The Bammel Gas Trust Transaction

Martin A. Sosland, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Bammel Gas Storage Facility, located
outside of downtown Houston, Texas, is one of the largest
underground reservoir storage fields in North America.  The
storage facility has a capacity of approximately 118,000,000,000
cubic feet of gas.

In December 1997, Houston Pipe Line Company, an entity then
wholly owned by Enron, monetized 80,000,000,000 cubic feet of
natural gas in the Bammel Gas Storage Facility by selling the gas
to Bammel Gas Trust for $232,000,000 -- the Initial BGT Gas.

Sundance and Bank of America equally own Bammel Gas Trust.  To
finance the purchase of Initial BGT Gas, Bammel Gas Trust
obtained:

   (i) a $218,000,000 loan from a number of financial
       institutions led by Bank of America, N.A., successor-in-
       interest to NationsBank, N.A., as administrative agent
       pursuant to the terms of that certain Participation
       Agreement, dated as of December 30, 1997, which loan was
       secured by a security interest in certain Collateral,
       including a security interest in the Initial BGT Gas;

  (ii) $7,000,000 in equity from Bank of America in exchange
       for which it received the Bank of America Equity Interest
       in its capacity as the BOA Equity Owner; and

(iii) $7,000,000 in equity from Enron Finance Corp., as
       predecessor-in-interest to Sundance.

In connection with the purchase and sale of the Initial BGT Gas,
Mr. Sosland tells the Court that Houston Pipe Line entered into a
Pressurization and Storage Gas Borrowing Agreement, dated as of
December 30, 1997, pursuant to which, among other things, it
agreed to pay to Bammel Gas Trust an annual specified amount in
exchange for the ability to "use" the sold natural gas and
repurchase the natural gas over a 12-month period beginning in
2004.

In addition, on December 30, 1997, the Trustee granted to Houston
Pipe Line and HPL Resources Company an option to purchase, at any
time, all but not less than all of the Option Gas.

In May 2001, Enron sold all of its interest in Houston Pipe Line
to AEP Energy Services Gas Holding Company.  In connection with
the sale, certain elements of the original Bammel Gas Trust
Transaction were restructured.  As a result of the restructuring
of the original Bammel Gas Trust Transaction:

   (i) the Original Participation Agreement was amended and
       restated pursuant to that certain Amended and Restated
       Participation Agreement, dated as of May 31, 2001;

  (ii) the Original Pressurization Agreement was assigned by
       Houston Pipe Line and HPL Resources to BAM Lease Company
       and concurrently amended and restated pursuant to an
       Amended and Restated Pressurization Agreement, dated as
       of May 31, 2001;

(iii) the amount of gas subject to the security interest of the
       Lenders was reduced from 80,000,000,000 cubic feet to
       approximately 55,000,000,000 cubic feet of natural gas;

  (iv) the Option was subsequently assigned to BAM and then the
       terms relating thereto were amended and restated pursuant
       to an Amended and Restated Option Agreement, dated
       as of May 31, 2001;

   (v) ENA agreed to market the BGT Gas in accordance with the
       terms of an Amended and Restated Marketing Agreement,
       dated as of May 31, 2001;

  (vi) Enron guaranteed the performance of all obligations of
       BAM, HPL Asset Holdings L.P. and ENA under the Operative
       Documents pursuant to an Amended and Restated Performance
       Guaranty, dated as of May 31, 2001;

(vii) the Trustee and Bank of America, in their capacity as the
       Master Swap Counterparty, restructured a commodity swap
       transaction to hedge gas prices and an interest rate
       swap;

(viii) BAM entered into a Right to Use Agreement, dated as of
       May 31, 2001, with Houston Pipe Line, pursuant to which
       it received from BAM the right to use the BGT Gas; and

  (ix) BAM entered into a Purchase Option Agreement, dated as of
       May 31, 2001, with Houston Pipe Line and HPL Asset
       Holdings L.P., now known as ENA Asset Holdings L.P.,
       pursuant to which Houston Pipe Line was granted an option
       to purchase certain gas identified therein.

Mr. Sosland reports that the Chapter 11 cases allegedly
constituted a Guaranty Default.  Since the Petition Date, BAM has
been unable to make payments to Bammel Gas Trust the amounts
allegedly owing under the Pressurization Agreement.

In May 1999, Bank of America assumed all transactions outstanding
between itself and ENA under:

   (i) the Bank of America ISDA Master Agreement, dated
       February 28, 1992; and

  (ii) the ISDA Master Agreement with NationsBank, N.A., dated
       October 19, 1993, effective as of July 23, 1999.

Bank of America also agreed that all new transactions would be
governed by the BoA Master Agreement.  The ENA/Bammel Swaps were
terminated on May 9, 2002.

Mr. Sosland recalls that on January 21, 2003, Enron Examiner Neal
Batson submitted the Second Interim Report in which he asserted,
among other things, that the Bammel Gas Trust Transaction was
susceptible of being recharacterized as a financing instead of a
true sale and that BAM would own the BGT Gas.  The Lenders
dispute the Recharacterization Claims.

The Enron Entities and the Non-Enron Entities now desire to
settle amicably all matters between them relating to the Bammel
Gas Trust Transaction:

   (i) the Operative Documents and the transactions evidenced
       thereby, including the Recharacterization Claims; and

  (ii) the ENA/Bammel Swaps, and to release each other from all
       claims, obligations and liabilities thereunder.

After extensive arm's-length and good faith negotiations, the
parties agree on these terms:

A. Consideration

   On the Closing Date (i) the BOA Equity Owner will transfer to
   Enron the Bank of America Equity Interest, and (ii) the Enron
   Entities agree that the Secured Party and the Trustee, in
   each case with the requisite authorization from the Lenders,
   will have the sole right and authority, without consultation
   or direction from the Enron Entities, to pursue strategies as
   they may determine to be necessary to realize on the value of
   the BGT Gas, through a Sale, and, subject to the tag-along
   rights of BAM described in Section 8.4 of the Settlement
   Agreement, the BAM Gas, which strategies may include the
   commencement of legal and adversary proceedings.
   Notwithstanding the foregoing, the Secured Party and the
   Trustee will keep the Enron Entities apprised of material
   activities in respect of Sale efforts and will (i) provide
   the Enron Entities with the terms and conditions of any
   pending Sale, which terms and conditions will be kept
   confidential by the Enron Entities, who will refrain from
   communicating with any third parties in matters pertaining to
   a Sale, and (ii) provide the Enron Entities with a reasonable
   opportunity to comment on such terms and conditions,
   provided, that the Secured Party and the Trustee will have no
   duty or obligation to the Enron Entities to accept any
   comments in respect of any Sale.

B. Mutual Release

   On the Closing Date, each of (i) the Enron Entities on the
   one hand and (ii) the Non-Enron Entities on the other hand
   will release, acquit and forever discharge each other from
   any and all claims of any and every kind, which they may have
   or claim to have against each other, solely from the
   Operative Documents or the Bammel Gas Trust Transaction,
   including the Recharacterization Claims.

C. Proofs of Claim

   To the extent that any Non-Enron Entity has filed proofs of
   claim against any of the Enron Entities on account of the
   Bammel Gas Trust Transaction, the Enron Entities will agree
   on the Closing Date that the proofs of claim will be allowed
   claims in the Cases on account of the Bammel Gas Trust
   Transaction, provided that the Non-Enron Entities will look
   solely to the proceeds, if any, from any Sale, as paid
   pursuant to Section 8.5 of the Settlement Agreement, for
   recovery on their allowed claims and will not seek any other
   recovery thereunder, as a secured or unsecured claim, as
   against the Enron Entities on account of any proofs of claim
   solely as they relate to the Bammel Gas Trust Transaction.

D. Bank of America Sale Rights

   On and after the Closing Date, the Enron Entities agree that
   each will cooperate with the Secured Party, the
   Administrative Agent and the Trustee in their efforts to
   obtain access to or cause a Sale of the BGT Gas.  The
   cooperation will include but not be limited to:

   (1) the Enron Entities' consent and acknowledgement of the
       Security Interest and agreement not to challenge the
       Security Interest;

   (2) the Enron Entities' consent and acknowledgement of Bammel
       Gas Trust's ownership interest in the BGT Gas, and
       agreement that each will provide reasonable assurances in
       a timely manner to any third party purchaser that,
       subject to the Enron Entities' rights to receive amounts
       as provided in the Settlement Agreement, the Enron
       Entities hold no claim or interest in the BGT Gas and the
       other Collateral and will not challenge the ownership
       interests;

   (3) to the extent necessary to consummate the Settlement
       Agreement and to effectuate a Sale, the Enron Entities'
       agreement to consent to the modification of the automatic
       stay, for the sole purpose of the Secured Party and the
       Trustee realizing upon the value of the BGT Gas and the
       other Collateral;

   (4) the Enron Entities' agreement to reject the
       Pressurization Agreement, the Right to Use Agreement, the
       Marketing Agreement, the BAM Option Agreement and the HPL
       Option Agreement, and to seek Court relief as is
       reasonably requested by the Secured Party to realize upon
       the value of the BGT Gas and to take all other actions
       necessary to carry out the terms of the Settlement
       Agreement; and

   (5) the Parties' acknowledgment and agreement that certain
       affiliates of Enron, including ENA Asset Holdings L.P.
       and BAM, may hold interests in certain assets that (i)
       Enron believes are complementary to the BAM Gas and the
       BGT Gas and the proposed uses thereof, and (ii) the
       disposition of which may affect the value of the BAM Gas
       and BGT Gas.  The Enron Entities will not dispose of the
       Complementary Assets without preserving any rights that
       the Non-Enron Entities may have with respect to the
       Complementary Assets relative to their right to realize a
       Sale of the BGT Gas.

E. Enron Tag-Along Rights

   With regard to any Sale of BGT Gas initiated by the Secured
   Party or the Trustee, BAM will have the right but not the
   obligation, after being given at least 30 days prior written
   notice of the Sale, to include in Sale BAM Gas in an amount
   not to exceed 16% of the total amount of gas proposed to be
   sold.  Enron's exercise of "tag along rights" is subject to
   the Enron Entities' demonstrating to the Secured Party's or
   the Trustee's reasonable satisfaction the Enron Entities'
   ability to convey marketable title to the gas.  The Enron
   Entities will acknowledge and agree that after the receipt of
   notice and during the 30-day period of time in which the
   Enron Entities are determining whether to include their BAM
   Gas in a Sale as contemplated by the Settlement Agreement,
   the Enron Entities will not remove, sell, convey or otherwise
   dispose of any other portion of the BAM Gas.

F. Distribution of Sale Proceeds

   Any proceeds realized from a Sale of BGT Gas or BAM Gas will
   be distributed as:

   (1) 100% of the proceeds received from any Sale of BAM Gas
       will be distributed to BAM;

   (2) the first $25,000,000 of proceeds in the aggregate from
       one or more Sales of BGT Gas will be paid to Enron;

   (3) the next $25,000,000 of proceeds from one or more Sales
       of BGT Gas will be paid to the Administrative Agent on
       behalf of the Lenders, the Master Swap Counterparty,
       or the Trustee; and

   (4) any additional amounts realized from one or more Sales
       of BGT Gas will be distributed 1/3 to Enron and 2/3 to
       the Administrative Agent on behalf of the Lenders and the
       Master Swap Counterparty or the Trustee, which amount
       to Enron will be distributed 85% to Enron or its selected
       designee and 15% to Sundance.

G. HPL Accounts

   The Enron Entities and the Administrative Agent will take
   commercially reasonable actions to resolve the outstanding
   issues relating to the Houston Pipe Line accounts maintained
   at Bank of America, which currently have an aggregate balance
   of approximately $12,300,000.  In connection therewith, on
   the Closing Date, any amounts held in the HPL Accounts will be
   distributed in this manner:

   (1) First, amounts held in the HPL Accounts will be paid to
       third parties who have inadvertently or inappropriately
       paid money to the HPL Accounts and have a legal right to
       the return of those funds -- about $2,000,000 --
       provided, that any payments will only be made in
       accordance with and pursuant to the Final Order Granting
       Motion of Enron Corp. For Authorization To Honor Certain
       Prepetition Contractual Obligations With Respect to Sale
       of Houston Pipe Line Company and HPL Resources Company,
       dated January 30, 2003;

   (2) Next, an amount equal to $1,750,000 will be used to pay
       the reasonable and documented postpetition fees and
       expenses of counsel to the Administrative Agent, for
       actions taken in connection with defending, prosecuting
       and settling claims with respect to the Bammel Gas Trust
       Transaction; provided, that any fees and expenses of
       counsel to the Administrative Agent in excess of this
       amount will be the sole responsibility of the Lenders;
       and

   (3) Any remaining amounts held in the HPL Accounts will be
       distributed 50% to Enron and 50% to the Administrative
       Agent on behalf of the Lenders, the Master Swap
       Counterparty and the Trustee.

                          *     *     *

Judge Gonzalez approves the Settlement Agreement pursuant to Rule
9019 of the Federal Rules of Bankruptcy Procedure.  The Court
also authorizes the Debtors to execute and consummate the
Settlement Agreement and perform all contemplated obligations,
including, without limitation, appointing Wilmington Trust
Company as escrow agent, and to pay to Wilmington an amount not
to exceed $10,000 as compensation for services rendered as escrow
agent. (Enron Bankruptcy News, Issue No. 103; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


EVERGREEN SALES: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Evergreen Sales & Marketing Services Inc.
        1449 South Nova Road
        Daytona Beach, Florida 32114-5838

Bankruptcy Case No.: 04-03264

Type of Business: The Debtor provides out-bound telemarketing
                  services to clients in the cable television
                  industry.  See http://www.evergreensales.net/

Chapter 11 Petition Date: March 30, 2004

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Richard R. Thames, Esq.
                  Stutsman & Thames
                  121 West Forsyth Street, Suite 600
                  Jacksonville, FL 32202
                  Tel: 904-358-4000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


FIBERMARK INC: Case Summary & 22 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: FiberMark, Inc.
             161 Wellington Road
             Brattleboro, Vermont 05302

Bankruptcy Case No.: 04-10463

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     FiberMark North America, Inc.              04-10464
     FiberMark International Holdings LLC       04-10465

Type of Business: The Debtor produce filter media for
                  transportation applications and vacuum
                  cleaning; cover stocks and cover materials for
                  books, graphic design, and office supplies and
                  base materials for specialty tapes,
                  wallcoverings and sandpaper. See
                  http://www.fibermark.com/

Chapter 11 Petition Date: March 30, 2004

Court: District of Vermont (Rutland)

Judge: Colleen A. Brown

Debtors' Counsels: Adam S. Ravin, Esq.
                   D. J. Baker, Esq.
                   David M. Turetsky, Esq.
                   Rosalie Walker Gray, Esq.
                   Skadden, Arps, Slate, Meagher & Flom LLP
                   Four Times Square
                   New York, NY 10036
                   Tel: 212-735-3000
                   Fax: 212-735-2000

                        - and -

                   Raymond J Obuchowski, Esq.
                   Jennifer Emens-Butler, Esq.
                   Obuchowski & Emens-Butler
                   P.O. Box 60
                   Bethel, VT 05032-0060
                   Tel: 802-234-6244
                   Fax: 802-234-6245

Total Assets: $329,600,000

Total Debts:  $405,700,000

Debtors' Consolidated List of 22 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Wilmington Trust Company      10-3/4% Bond Debt     $230,000,000
as Indenture Trustee          Indenture Trustee
for the 10.75%
Senior Notes due 2011
Rodney Square North
1100 N. Market Square
Wilmington, DE 19890

Wilmington Trust Company      9-3/8% Bond Debt      $100,000,000
as Indenture Trustee          Indenture Trustee
for the 9.375%
Senior Notes due 2006
Rodney Square North
1100 N. Market Square
Wilmington, DE 19890

AIG Global Investment         9-3/8% Bond Debt       $46,675,000
Group, Inc.
175 Water Street
New York, NY 10038

Fidelity Investments          10-3/4% Bond Debt      $35,000,000
82 Devonshire Street
Boston, MA 02109

Franklin Templeton            10-3/4% Bond Debt      $28,500,000
Investments (CA)
One Franklin Parkway
San Mateo, CA 94403

MFS Investment Mgmt.          10-3/4% Bond Debt      $17,500,000
500 Boylston St., 21st Fl.
Boston, MA 02116

Invesco Institutional NA,     10-3/4% Bond Debt      $15,125,000
Inc.
1360 Peachtree Street, NE
Suite 100
Atlanta, GA 30309

Deutsche Investment           10-3/4% Bond Debt      $15,000,000
Mgmt. Americas, Inc.
150 S. Independence Sq.
West
Philadelphia, PA 19106

Grandview Capital Mgmt.       10-3/4% Bond Debt      $11,790,000
3992 Eutopia Court
Miami, FL 33133

TIAA-CREF Investment          10-3/4% Bond Debt      $11,500,000
Mgmt., Inc.
730 3rd Avenue, 10th Floor
New York, NY 10017

New York Life Investment      10-3/4% Bond Debt      $10,000,000
Mgmt., LLC
51 Madison Avenue
New York, NY 10010

Barclays Capital LLC          9-3/8% Bond Debt        $9,800,000
222 Broadway, 10th Floor
New York, NY 10038

TCW Group, Inc. (The)         10-3/4% Bond Debt       $9,500,000
865 South Figueroa Street
Los Angeles, CA 90017

MFS Investment Mgmt.          9-3/8% Bond Debt        $8,800,000
500 Boylston St., 21st Fl.
Boston, MA 02116

Credit Suisse First Boston    10-3/4% Bond Debt       $6,000,000
11 Madison Ave.
New York, NY 10017

Allmerica Asset Mgmt., Inc.   9-3/8% Bond Debt        $5,950,000
440 Lincoln Street
Worcester, MA 01653

Allstate Investment Mgmt.     10-3/4% Bond Debt       $5,525,000
Company
3075 Sanders Road,
Allstate Plaza G5D
Northbrook, IL 60062

Private Management Group,     10-3/4% Bond Debt       $5,500,000
Inc.
20 Corporate Park, Suite 400
Irvine, CA 92606

Sun Capital Advisers, Inc.    9-3/8% Bond Debt        $5,250,000
One Sun Life Executive Park
Wellesley Hills, MA 02481

Triton Partners, LLC          10-3/4% Bond Debt       $5,000,000
565 Fifth Avenue, 15th Floor
New York, NY 10017

Barclays Capital LLC          10-3/4% Bond Debt       $4,600,000
222 Broadway, 10th Floor
New York, NY 10038

Fidelity Investments          9-3/8% Bond Debt        $4,325,000
82 Devonshire Street
Boston, MA 02109


FIRST RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: First Restaurant Inc.
        aka Kally K's Steakery & Fishery
        5622 US Highway 19 North
        New Port Richey, Florida 34652

Bankruptcy Case No.: 04-05875

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: March 25, 2004

Court: Middle District of Florida (Tampa)

Judge: Thomas E. Baynes Jr.

Debtor's Counsel: Thomas C. Little, Esq.
                  2123 North East Coachman Road - Suite A
                  Clearwater, FL 34625
                  Tel: 727-443-5773

Total Assets: $1,812,560

Total Debts:  $1,511,267

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Dimitnadis, Kostas                                       $62,500

United Bank                                              $50,000

State Revenue Service                                    $36,000

American Express                                         $34,400

Performance Food Group Co.                               $33,000

U S Foodservice, Inc.                                    $23,366

Advanta Bank                                             $19,500

Mike Olson, Tax Collector     Property taxes             $16,500

Bay Area Specialties                                     $13,000

Advanced Rest Finance                                    $12,000

I-Dine                                                   $12,000

Bank of America                                           $5,035

Sam's Club                                                $5,000

Palm Supply                                               $4,774

Sunny Florida Dairy                                       $4,500

M&M Produce                                               $4,000

American Express                                          $3,409

Mike Olson, Tax Collector     Tangible Taxes              $2,657

Progress Energy, Inc.                                     $2,500

Advance MC, Inc.                                          $2,400


FLEXTRONICS: Releasing Q4 & Fiscal Year 2004 Results on April 27
----------------------------------------------------------------
Flextronics (Nasdaq: FLEX) announced that it will report fourth
quarter and fiscal year 2004 results on Tuesday, April 27.

The conference call, hosted by Flextronics' senior management,
will be held at 1:30 p.m. PDT to discuss the financial results of
the Company and its future outlook. This call will be broadcast
via the Internet and may be accessed by logging on to the
Company's Web site at http://www.flextronics.com/

A replay of the broadcast will remain available on the Company's
Web site after the call.

                      About Flextronics

Headquartered in Singapore, Flextronics is the leading Electronics
Manufacturing Services (EMS) provider focused on delivering
operational services to technology companies. With fiscal year
2003 revenues of $13.4 billion, Flextronics is a major global
operating company with design, engineering, manufacturing and
logistics operations in 29 countries and five continents. This
global presence allows for manufacturing excellence through a
network of facilities situated in key markets and geographies that
provide its customers with the resources, technology and capacity
to optimize their operations. Flextronics' ability to provide end-
to-end operational services that include innovative product
design, test solutions, manufacturing, IT expertise, network
services, and logistics has established the Company as the leading
EMS provider. Visit http://www.flextronics.com/for more
information.

                        *     *     *

As reported in the Troubled Company Reporter's February 27, 2004
edition, Fitch Ratings has initiated coverage of Flextronics
International Ltd. The company's senior subordinated notes are
rated 'BB+'. The Rating Outlook is Stable. Approximately $1.1
billion of debt is affected by Fitch's action.

The ratings reflect Flextronics' leading position in the
electronics manufacturing services industry, relatively stable
operating metrics through the recent information technology
downturn, financial flexibility related to its conservative
capital structure and solid liquidity, and a strong and consistent
management team. Also considered is Flextronics' consistent
operating and free cash flow from continued reductions in
industry-leading cash conversion days and restrained capital
spending.

The Stable Outlook reflects sound prospects for improving
operating profitability, driven by a better pricing environment,
continued cost benefits from past restructurings, higher capacity
utilization rates from expected volume increases, and some
operating leverage from its printed circuit board fabrication
operations, which has experienced improved demand and stabilized
pricing the past few quarters.

Ratings concerns center on Flextronics' heavy reliance on lower
margin end-markets, risks associated with diversifying and
expanding service offerings, the company's historically
acquisitive nature, and weak pricing for its lower mix products.
Additionally, Flextronics' recently announced transaction with
Nortel, if consummated, would add approximately $2 billion of
higher-margin annual revenues, one of the largest EMS contracts
ever awarded. However, the deal also would involve significant
operating and execution risks, and could cause cash conversion
days to increase.


GENCORP INC: Incurs $19 Million Net Loss in 1st Quarter 2004
------------------------------------------------------------
GenCorp Inc. (NYSE: GY) reported a first quarter net loss of $19
million ($0.43 per share) compared to net income of $3 million
($0.07 per share) for the first quarter 2003. The decrease in
earnings from 2003 was driven by a $14 million increase in non-
cash pretax expense from employee retirement benefit plans and a
$16 million decline in GDX Automotive pre-tax operating results,
excluding employee retirement benefit plan expense. Sales for the
first quarter 2004 were $308 million, compared to $271 million in
2003. The increase reflects sales from the recently acquired
propulsion business of Atlantic Research Corporation (ARC).

"At the Aerospace & Defense business, we continue to see steady
performance improvement and increasing business opportunities as
we integrate the ARC business. We also continue to move forward in
our planning to monetize our real estate assets. The Fine
Chemicals business was down in the first quarter, but we expect
this business to be profitable in subsequent quarters," said Terry
L. Hall, chairman of the Board, president and CEO.

"GDX Automotive continues to struggle with OEM pricing pressures,
new product start-up costs, steel and petroleum-based material
cost increases and volume declines in certain platforms that are
challenging in the short term. However, we are progressing with
our previously announced plan to reduce capacity in Europe, which
is one of several ongoing initiatives to reduce our cost structure
and improve operations," he stated.

"The senior management team and I are continuing to evaluate
options to enhance the value of our overall business portfolio,"
concluded Mr. Hall.

                       Operations Review

Aerospace and Defense Segment

First quarter 2004 sales were $113 million compared to $61 million
in the first quarter 2003. The increase primarily reflects $39
million in sales from the ARC business and increased deliveries on
the F/A-22 Raptor program.

First quarter segment performance in 2004 was $4 million compared
to $8 million in 2003. Excluding employee retirement benefit plan
income or expense, segment performance was $11 million in the
first quarter 2004 compared to $7 million in the first quarter
2003. The increase reflects the impact of higher sales and changes
in program mix.

During the first quarter 2004, Aerojet was selected for contract
award by the Northrop Grumman and Raytheon team to provide the
kill vehicle Liquid Divert and Attitude Control System in support
of the National Missile Defense Kinetic Energy Interceptor
program. In addition, Aerojet's recently acquired ARC business was
named by Raytheon to be the propulsion supplier for the Variable
Flow Ducted Rocket Flight Vehicle Concepts program.

As of February 29, 2004, Aerojet's contract backlog was $803
million compared to $830 million as of November 30, 2003. Funded
backlog, which includes only the amount of those contracts for
which money has been directly authorized by the U.S. Congress, or
for which a firm purchase order has been received by a commercial
customer, was approximately $416 million as of February 29, 2004,
compared to $425 million as of November 30, 2003.

Real Estate Segment

There were no sales of real estate assets in the first quarter of
2004 or 2003. Segment performance was $1 million in both periods.
During the first quarter 2004, we announced plans for a 1,390 acre
master planned community called Easton and filed applications for
zoning with the County of Sacramento. We expect the application
process will take up to three years and that construction could
begin in 2007.

Fine Chemicals Segment

First quarter 2004 sales were $13 million compared to $17 million
for the first quarter 2003. The decrease reflects the timing of
sales of certain products currently under long-term manufacturing
agreements.

First quarter segment performance for 2004 was break-even compared
to $2 million in the prior year period. The decrease reflects
lower sales volumes, changes in product mix and a delay caused by
a late receipt of customer furnished material.

As of February 29, 2004, Fine Chemicals' backlog was $49 million
compared to $57 million as of November 30, 2003. These amounts
represent the unfilled sales value of firm customer purchase
orders.

GDX Automotive Segment

First quarter 2004 sales were $184 million compared to $191
million in 2003. The decrease reflects lower volumes and increased
pricing concessions to major customers, offset in part by foreign
currency rates.

First quarter segment performance for 2004 was a loss of $14
million compared to $5 million of income in the prior year.
Excluding the expense from employee retirement benefit plans,
segment performance decreased by $16 million compared to the first
quarter 2003. The decline in segment performance reflects lower
volumes on certain platforms, new product start-up costs, higher
material costs, foreign currency rates and the impact of pricing
concessions, partially offset by lower production costs.

                        Other Information

Interest expense increased to $10 million in the first quarter
2004 from $5 million in 2003 due to higher debt levels and higher
average interest rates. Additional debt includes amounts incurred
to finance the ARC acquisition. Total debt increased from $538
million as of November 30, 2003 to $606 million as of February 29,
2004, and cash increased from $64 million as of November 30, 2003
to $69 million as of February 29, 2004. The increase in net debt
reflects increased working capital needs in the first quarter for
GDX Automotive, Aerojet and Fine Chemicals, partially offset by
the full payment of an outstanding receivable in the amount of $20
million. Increased working capital needs are driven primarily by
tooling expenditures at GDX Automotive, certain program
requirements at Aerojet, production timing at Fine Chemicals, and
payment of certain current liabilities.

As of February 29, 2004, the Company had availability under its
credit facilities of $90 million.

Corporate and other expenses increased in the first quarter 2004
to $8 million compared to $5 million in the first quarter 2003.
Corporate and other expenses in 2003 included $3 million in
foreign currency exchange rate gains, compared to nominal amounts
in 2004. Corporate and other expenses included amortization of
debt financing costs of $2 million in the first quarter 2004 and
$1 million in the first quarter 2003.

GenCorp (S&P, BB Corporate Credit Rating, Negative) is a
technology-based company with positions in the aerospace and
defense, pharmaceutical fine chemicals and automotive industries.
For more information, visit the Company's Web site at
http://www.GenCorp.com/


GLOBAL MONEY MGMT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Global Money Management L.P.
        12230 El Camino Real, Suite 220
        San Diego, California 92130

Bankruptcy Case No.: 04-02295

Type of Business: The Debtor is the leading source of news about
                  non-US institutional money manager mandate
                  activity and competitive intelligence.
                  See http://www.globalmoneymanagement.com/

Chapter 11 Petition Date: March 13, 2004

Court: Southern District of California (San Diego)

Judge: James W. Meyers

Debtor's Counsel: Alan Vanderhoff, Esq.
                  Law Offices of Alan Vanderhoff
                  701 B Street, Suite 1000
                  San Diego, CA 92101
                  Tel: 619-299-2050
                  Fax: 619-239-6554

Estimated Assets: $0 to $50,000

Estimated Debts:  $10 Million to $50 Million

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


GRAVITAS: Replaces Grant Thornton with Local Auditors to Cut Cost
-----------------------------------------------------------------
Gravitas International, Inc.'s Board of Directors and management
have decided to change independent accountants. The Seattle office
of Grant Thornton is the Company's former independent accountants.
The decision to change auditors was made as part of the Company's
ongoing cost reduction measures. The Company decided to appoint a
successor firm located in the same city as the Company's home
office due to cost saving matters. Grant Thornton assisted in the
transition, including recommending Vancouver, B.C. firms for the
Company's auditing needs. The Company has selected the firm of
Smythe Ratcliffe as its successor independent accountant, and has
signed an engagement letter with them to perform audit services.

Grant Thornton audited the Company's financial statements for the
calendar years ending December 31, 2001 and 2002. Grant Thornton,
in its April 10, 2003 opinion letter directed to the Board of the
Company, stated that the "financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Gravitas International, Inc. and its
subsidiary as of December 31, 2002 and 2001, and the consolidated
results of their operations and their consolidated cash flows for
the years then ended, in conformity with accounting principles
generally accepted in the United States of America", which opinion
included an explanatory paragraph that contained a reference to
the substantial doubt that existed regarding the Company's ability
to continue as a going concern.

The decision to change auditors was approved by the Board of
Directors, the Audit Committee and management.

By letter dated April 15, 2003, Grant Thornton advised the Audit
Committee Members that several material weaknesses in internal
control existed. Due to turnover in the personnel responsible for
the Company's accounting function and the lack of experience and
knowledge of accounting principles generally accepted in the
United States of America, the Company's internal controls were
deficient, and the Company was unable to timely and accurately
close its books, resulting in many adjustments subsequent to
closing its books at year end, resulting in an extension for its
December 31, 2002 10-KSB filing. Grant Thornton recommended
that a knowledgeable individual be pre-assigned to centralize the
accounting records and prepare all schedules necessary for the
review to ensure timely delivery of the required information. The
Company has taken steps to comply with Grant Thornton's
recommendations.

The company has authorized Grant Thornton to respond fully to the
inquiries of the successor accountant.


GXS CORP: Weaker Profitability Spurs S&P's Rating Downgrades
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on GXS Corp. to 'B' from 'BB-'. At the same time, Standard
& Poor's lowered its senior secured bank loan rating to 'B+' from
'BB' and its ratings on GXS' second-priority senior secured notes
and senior subordinated notes to 'CCC+' from 'B'. The outlook is
negative.

"The downgrade reflects expectations of weaker profitability
within GXS' core product line as the company faces pricing
pressures stemming from the emergence of alternative technologies
and an intensely competitive marketplace," said Standard & Poor's
credit analyst Ben Bubeck.

As of December 2003, Gaithersburg, Md.-based GXS Corp. had
approximately $475 million in operating lease-adjusted debt.

GXS' narrow business profile, a highly competitive marketplace
with rapid technology evolution, and high financial leverage are
only partially offset by recurring revenue streams and adequate
near-term liquidity.

With revenues of approximately $363 million in 2003, GXS provides
transaction management infrastructure products and services that
enable companies to exchange business documents using electronic
data interchange (EDI).

Recent pricing pressures within GXS' core EDI business have
negatively affected profitability levels, stemming in part from
the threat of alternative, Internet-based technologies. Standard &
Poor's believes that EBITDA margins will continue to be under
pressure as growth for traditional EDI business remains
challenged.

Material deterioration in profitability or the company's credit
protection metrics could result in lower ratings.


IGAMES: Equitex Commences Lawsuits in Minnesota and Delaware
------------------------------------------------------------
Equitex, Inc. (Nasdaq:EQTX) announced various legal actions
relating to the stock purchase agreement dated November 3, 2003
between the Company, its Chex Services, Inc. subsidiary, and
iGames Entertainment, Inc. and iGames' breach of its obligations
under a promissory note in favor of Chex Services, Inc. dated
January 6, 2004. As previously reported, the Company had
terminated the stock purchase agreement for various breaches of
the stock purchase agreement by iGames Entertainment, Inc.

On March 16, 2004, Chex Services, Inc., a subsidiary of the
Company, commenced a lawsuit in Hennepin County, Minnesota
demanding repayment of $2,000,000, plus a $1,000,000 termination
fee, accrued interest and other fees, due from iGames under
iGames' promissory note dated January 6, 2004. On or about March
15, 2004, iGames Entertainment, Inc. commenced a lawsuit in
Philadelphia against the Company and Chex Services, Inc. for
alleged breach of contract relative to the stock purchase
agreement. On March 23, 2004, the Company and Chex Services, Inc.
commenced a lawsuit in Delaware state court (New Castle county)
relative to the termination of the stock purchase agreement. On
March 24, 2004, iGames Entertainment, Inc. commenced a lawsuit in
United States District Court for the District of Delaware relative
to both the termination of the stock purchase agreement and
iGames' obligations under the promissory note which is the subject
of Chex Services' lawsuit in Hennepin County, Minnesota.

The Company stated that it is fully confident that its claims in
litigation will be upheld and that it believes that the various
claims made by iGames Entertainment, Inc. lack merit, and intends
to vigorously prosecute its claims and defend against iGames'
claims.

Equitex, Inc. is a holding company operating through its wholly
owned subsidiary Chex Services of Minnetonka, Minnesota, as well
as its majority owned subsidiary Denaris Corporation. Chex
Services provides comprehensive cash access services to casinos
and other gaming facilities. Denaris was formed to provide stored
value card services.

                  About iGames Entertainment

iGames Entertainment, Inc. provides cash access and financial
management systems for the gaming industry, focusing on specialty
transactions in the cash access segment of the funds transfer
industry through its Money Centers of America, Inc. and Available
Money, Inc. subsidiaries. The Company's growth strategy is to
develop or acquire innovative gaming products and systems and
market these products worldwide. For a complete corporate profile
on iGames Entertainment Inc., visit iGames' corporate website at
http://www.igamesentertainment.com/

                           *    *    *

                    Going Concern Uncertainty

In its most recent Form 10-Q filed with the Securities and
Exchange Commission, iGames Entertainment reported:

"The [Company's] financial statements have been prepared assuming
that the Company will continue as a going concern. The Company has
a net loss of $940,395 for the six months ended September 30,
2003, an accumulated deficit of $3,808,343 at September 30, 2003,
cash used in operations of $576,088 for the six months ended
September 30, 2003, and requires additional funds to implement our
business plan. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

"Management is in the process of implementing its business plan
and has begun to generate revenues. Management believes that sales
of its Protector and placement of new table games will continue to
contribute to its operating cash flows. Additionally, management
is actively seeking additional sources of capital, but no
assurance can be made that capital will be available on reasonable
terms. Management believes the actions it is taking allow the
Company to continue as a going concern. The financial statements
do not include any adjustments that might be necessary if the
Company is unable to continue as a going concern."


INN OF THE MOUNTAIN GODS: S&P Revises Outlook on B Rating to Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Inn of
the Mountain Gods Resort and Casino (IMG) to negative from stable.

At the same time, Standard & Poor's affirmed its ratings on
Mescalero, New Mexico-based IMG, including its 'B' corporate
credit rating. Total debt outstanding at Jan. 31, 2004, was $203
million. IMG is an entity formed to own and operate the casino and
resort operations for the Mescalero Apache Tribe.

"The outlook revision follows weaker-than-expected third-quarter
financial performance due to its May 2003 opening of the Travel
Center casino, which resulted in operating inefficiencies and
higher costs associated with operating two casinos, as well as
unseasonably warm weather impacting its ski operations" said
Standard & Poor's credit analyst Peggy Hwan. Adjusted EBITDA
during the quarter ended Jan. 31, 2004 declined about 20% year
over year, despite a 28% year-over-year increase in gaming
revenues. "As a result, Standard & Poor's now expects leverage to
be meaningfully higher by the end of IMG's fiscal 2004 (April 30)
than originally anticipated."

In an effort to expand and modernize its existing casino (Casino
Apache) and hotel operations, and to capitalize on excess demand,
IMG has undertaken a two-phased expansion project. The first
phase, the Travel Center casino, was completed in May 2003 at a
cost of $16 million (which was funded by the tribe). The second
phase will be the new Inn of the Mountain Gods Resort and Casino.
This facility, estimated to cost $150 million - $166 million and
be located on the site of the old hotel, is expected to resolve
some of the capacity constraints currently experienced at the
property.

Although Standard & Poor's expects IMG's limited direct
competition within its primary market to offset a material decline
in cash flow generation during the expansion period, unexpected
operating inefficiencies have resulted in higher-than-anticipated
leverage amounts. Ratings may be lowered if financial performance
continues to meaningfully deteriorate. However, the company has
adequate financial flexibility given the first three interest
payments held in escrow, as well as the existence of a
construction contingency.


INTERNATIONAL WIRE: Has Until May 24, 2004 to File Schedules
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
gave International Wire Group, Inc., and its debtor-affiliates an
extension to file their schedules of assets and liabilities,
statements of financial affairs and lists of executory contracts
and unexpired leases required under 11 U.S.C. Sec. 521(1).  The
Debtors have until May 24, 2004 to file their Schedules of Assets
and Liabilities and Statement of Financial Affairs.

Headquartered in Saint Louis, Missouri, International Wire Group,
Inc., designs, manufactures and markets bare and tin-plated copper
wire and insulated copper wire products for other wire suppliers
and original equipment manufacturers.  The Company filed for
chapter 11 protection on March 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11991).  Alan B. Miller, Esq., at Weil, Gotshal & Manges, LLP
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
$393,000,000 in total assets and $488,000,000 in total debts.


INTERWAVE: Counsel Completes Investigation of Employee Allegations
------------------------------------------------------------------
interWAVE Communications International Ltd. (Nasdaq: IWAV; IWAVE)
announced that the Company's external legal counsel has completed
its investigation of the allegations made by a former employee.

The Company filed an amendment to its report on Form 10-Q/A for
the quarter ended December 31, 2003 on March 25, 2003. This latest
amendment removed the previous Explanatory Note contained in the
prior amendment on 10-Q/A filed on March 2, 2004. That previous
Explanatory Note had disclosed that the Company's legal counsel
was investigating allegations from a former employee. It also
disclosed KPMG, LLP, the Company's independent auditors, had
informed interWAVE that its review of the Company's financial
statements in the 10-Q would not be completed until KPMG, LLP had
reviewed the results of legal counsel's investigation of the
allegations. The independent auditors' review is now complete.

As a result of submitting this latest amended 10-Q filing,
interWAVE has formally notified the Nasdaq Stock Market that its
10-Q filing for the December 31, 2003 is now complete, which the
Company believes places the Company back into compliance with
Nasdaq Marketplace Rule 4310(c)(14). interWAVE has requested that
Nasdaq remove the "E" designation from the Company's stock symbol.

The Audit Committee of interWAVE's Board of Directors has
initiated the process of the selection of new independent
auditors. The Company has been advised by KPMG, LLP that such firm
has resigned as the Company's independent auditors, and the
Company today filed a report on 8-K relating to this resignation.
This 8-K report states that there were no disagreements with KPMG
LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures which
disagreements, if not resolved to KPMG LLP's satisfaction, would
have caused KPMG LLP to make reference to such disagreement in
their report in connection with the audits of the consolidated
financial statements as of and for the years ended June 30, 2003
and June 30, 2002, and the subsequent interim period through Mach
25, 2004. Also, KPMG's audit report did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or
modified as to uncertainty, audit scope or accounting principles
on the financial statements of interWAVE as of June 30, 2003 and
June 30, 2002, and for each of the years in the three-year period
ended June 30, 2003, except that their report included a separate
paragraph emphasizing the adoption of the provisions of Financial
Accounting Standard No. 142 regarding goodwill and other
intangible assets. In addition, KPMG's audit report did not
contain an adverse opinion or a disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting
principles on the financial statements of interWAVE as of June 30,
2002 and June 30, 2001, and for each of the years in the three-
year period ended June 30, 2002, except that their report included
a separate explanatory "going concern" paragraph.

The Company expects to have new independent auditors engaged in a
time frame that will enable the new auditors to timely review the
Company's financial statements for the quarter ended March 31,
2004.

                        *   *   *

In its Form 10-Q for the quarter ended December 31, 2003 filed
with the Securities and Exchange Commission, interWAVE
Communications International Ltd. also states:

                    Summary of Liquidity

"We cannot assure you that our existing cash and cash equivalents
plus short-term investments will be sufficient to meet our
liquidity requirements.  We have had recurring net losses for the
past three fiscal years.  Management is executing plans with the
intent of increasing revenues and margins, reducing spending and
raising additional amounts of cash through the issuance of debt or
equity securities, asset sales or through other means such as
customer prepayments.  If additional funds are raised through the
sale of our assets, we may be limited in the type of business we
can carry on in the future.  If additional funds are raised
through the issuance of preferred equity securities or debt
securities, these securities could have rights, preferences and
privileges senior to holders of common shares, and the terms of
any debt could impose restrictions on our operations.  The sale of
additional equity or convertible debt securities could result in
dilution to our shareholders, and we may not be able to obtain
additional financing on acceptable terms, if at all.  If we are
unable to successfully execute such plans, we may be required to
reduce the scope of our planned operations or even cease our
operations.  We cannot assure you that we will be successful in
the execution of our plans."


INTERSTATE BAKERIES: Board Opts to Suspend Stock Dividend Payments
------------------------------------------------------------------
The Board of Directors of Interstate Bakeries Corporation
(NYSE:IBC) suspended dividend payments on the Company's common
stock.

The decision was made as a result of the Company's cash flow
shortfall due to a recent reduction in bread sales. The sales
reduction is industry wide and not limited to the Company. The
cash flow savings from the dividend suspension will be directed
toward accelerating the Program SOAR initiatives of expense
reduction and new product development.

The Board will continue to review IBC's dividend policy on a
quarterly basis. During recent quarters, the Company has paid a
dividend of $.07 per share of common stock.

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


IPIX CORP: Annual Stockholders' Meeting Set for May 4 in Memphis
----------------------------------------------------------------
IPIX Corporation (Nasdaq: IPIX) announced that it will hold its
Annual Meeting of Stockholders at 9:00 a.m. (CDT) on May 4, 2004.
Stockholders of record as of the close of business on March 26,
2004 will be eligible to vote at the meeting. The 2004 annual
meeting of stockholders will be held at the Park Vista Hotel
located at 939 Ridge Lake Blvd., Memphis, Tennessee 38120.

IPIX also announced that its annual report to shareholders on Form
10K and its 2004 Proxy statement have been filed with the
Securities and Exchange Commission. IPIX is divided into three
core business units to best serve the specific demands of its
customers.

    -- IPIX Security serves Government and commercial enterprises
       using patented 360-degree field-of-view technology for
       video security and situational awareness.

    -- IPIX Ad Technologies' image management applications are
       used by newspapers and yellow pages and also by online
       aggregators in real estate and auto resale to dramatically
       improve the effectiveness of directional advertising.

    -- IPIX InfoMedia's immersive imaging technology is driving
       the standard for image presentations in real estate, travel
       & hospitality and visual documentation.

The Company believes that it can generate sufficient cash flow to
fund its operations through the launch and sale of new products
and will monitor the Company's cash position carefully and
evaluate its future operating cash requirements with respect to
its strategy, business objectives and performance.

The Company's independent auditor, however, expressed its opinion
with respect to the Company's 2003 financial statements in the 10K
and included an explanatory paragraph expressing its concern about
the Company's ability to continue as a going concern.

Management's plans for 2004 to address the going concern issue and
associated risks are described further in the Management's
Discussion and Analysis section of the 10K, in Footnote 3 to the
2003 financial statements and elsewhere in the 10K.

                        About IPIX

IPIX Corporation -- http://www.ipix.com/-- is a leader in
mission-critical imaging solutions. IPIX's extensive intellectual
property covers patents for immersive imaging, video and
surveillance applications. IPIX is headquartered in Oak Ridge,
Tennessee, with co-headquarters in San Ramon, California.


IRON MOUNTAIN: $550M Credit Facility Gets S&P's BB- Rating
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' ratings to
Iron Mountain Inc.'s proposed $550 million credit facility. The
facility consists of a $350 million revolving credit facility due
2009 and a $200 million term loan B due 2011. The ratings are at
the same level as the corporate credit rating. Net proceeds will
be used to refinance existing debt.

All existing ratings, including the 'BB-' corporate credit rating,
were affirmed. The Boston, Massachusetts-based records management
company had total debt outstanding of $2 billion on Dec. 31, 2003.

The rating reflects the company's relatively high debt leverage,
limited debt capacity for another major acquisition, and somewhat
aggressive financial policies regarding its growth strategies.
These factors are only partially offset by Iron Mountain's leading
position as the world's largest records management company, and
its reasonably stable growth from existing customers and new
customer accounts.

With industry consolidation largely completed in the U.S., Iron
Mountain's growth focus has shifted to international markets and
ancillary services. "The outlook reflects the expectation that
continued solid operating performance and the absence of
significant debt-financed acquisitions could gradually improve
credit ratios," said Standard & Poor's credit analyst Andy Liu.
"Over the medium term, the outlook could be revised to positive
with sufficient improvement in key credit measures, which is
likely to be tied to discretionary cash flow growth and measured
acquisition activity."


ISP CHEMCO: S&P Rates Proposed $250M Sr. Secured Bank Loan at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' corporate credit rating, on International Specialty
Products Inc. and its subsidiaries, International Specialty
Holdings Inc. and ISP Chemco Inc.

At the same time, Standard & Poor's assigned its 'BB+' rating and
a recovery rating of '1' to ISP Chemco's proposed $250 million
senior secured bank term loan facility. In addition, Standard &
Poor's assigned its recovery rating of '1' to ISP Chemco's
existing bank loan facilities. The 'BB+' rating is one notch
higher than the corporate credit rating; this and the '1' recovery
rating indicate a high expectation of full recovery of principal
in the event of a default. The outlook is negative.

ISP, a global leader in acetylene-based specialty chemicals, has
over $800 million in debt outstanding. Proceeds from the term loan
will be used to retire existing bank debt.

"The ratings on ISP reflect a good business position and strong
cash-flow generation, which are more than offset by aggressive
financial management," said Standard & Poor's credit analyst Peter
Kelly.

The company benefits from a product mix that has entrenched
positions in relatively stable consumer product end uses, such as
personal-care products and pharmaceuticals. Competitive cost
positions, integrated production facilities, and a value-added
product mix support relatively strong revenue growth and better-
than-average operating margins. Operating margins have averaged
about 23% for the past three years--among the highest of rated
chemical companies. Consolidated margins have been constrained by
the less profitable solvents and intermediates businesses.
Moreover, over the past two years, operating profit has been
affected by currency swings and modest raw material cost
increases.

Solid market positions and ample liquidity support credit quality.
However, debt-financed acquisitions or other strategic actions
that would meaningfully increase debt and reduce the company's
liquidity could lead to a modest downgrade.


IT GROUP: Plan Implements Alternative Dispute Resolution Protocol
-----------------------------------------------------------------
In a Plan supplement filed with the Court, The IT Group, Inc.
Debtors disclosed these Alternative Dispute Resolution Procedures:

A. Claims Subject to ADR

Pursuant to the Plan, each Litigation Unsecured Claim in Class
413 will be liquidated under the Plan ADR, unless otherwise
provided in the Plan.

Pursuant to the applicable Insurance Policies, the Insurance
Companies have certain rights and duties to defend, adjust,
settle and pay certain of the ADR Claims.  Nothing in the Plan
ADR will be construed to alter or amend the rights and duties of
the parties to an Insurance Policy, and no payment from an
Insurance Company pursuant to a Settlement Offer may be
authorized without the Insurance Company's written consent or a
final judgment of a court of competent jurisdiction.  If an ADR
Claim is known to be covered in whole or in part by an Insurance
Policy, the applicable Insurance Company will be notified of the
Claim and will have the right to withdraw the Claim from the Plan
ADR, subject to its rights and duties under the Insurance Policy.
If an Insurance Company does not withdraw an ADR Claim from the
Plan ADR, the Insurance Company has the right to fully
participate in the Plan ADR in accordance with the rights and
duties of the parties to the Insurance Policy.  Insurance
Companies that wish to be provided with a list of the ADR Claims
may request the list from the administrator of the Plan ADR.

B. The ADR Injunction

Holders of ADR Claims will, absent Court order, be enjoined from,
among other things, commencing or continuing any action or
proceeding in any manner or any place to collect or otherwise
enforce a Claim against the Debtors or their property, other than
through the Plan ADR.  The ADR Injunction will expire with
respect to an ADR Claim only when the Plan ADR has been
completed.  In addition, ADR Claims will remain subject to the
automatic stay applicable to the Chapter 11 cases, unless the
stay is or has been earlier terminated by a Court order.  All
rights of holders of ADR Claims to seek protection from the Court
from the ADR Injunction or the automatic stay will be reserved
notwithstanding the Plan ADR.

                    Offer Exchange Procedures

Within 60 days after the Plan Effective Date, the ADR
Administrator will serve each holder of an ADR Claim with a
notice and offer exchange procedures.  If an ADR Claim is known
to be wholly or partially covered by a policy of insurance issued
by the applicable Insurance Company under which the Debtors,
Reorganized IT Group, or if applicable, the Litigation Trust, are
insureds or beneficiaries of any of the Debtors, a copy of the
ADR Notice will be served on the Insurance Company regarding the
ADR Claim.  An "Insurance Company" means any insurance company
that provides any insurance, indemnification, reimbursement,
contribution or similar coverage to any of the Debtors,
Reorganized IT Group or if applicable, the Litigation Trust,
pursuant to an Insurance Policy.  Holders of Claims for which the
automatic stay was modified by order of the United States
Bankruptcy Court for the District of Delaware in the Chapter 11
Cases to allow the litigation underlying the Claim to commence or
proceed will also receive a notice providing them with an
opportunity to voluntarily opt-in to, and thereby participate in,
the Plan ADR.

1. The ADR Notice, Verification of ADR Claim, and Settlement
   Offer by Claimant

   Within 30 days after service upon a claimant of an ADR Notice
   and the Offer Exchange Procedures, the claimant will verify
   certain information, attach relevant documents regarding its
   ADR Claim and return the ADR Notice and the information and
   documents to the ADR Administrator, along with a settlement
   offer.  Failure to return the ADR Notice within this time
   period will result in the applicable claimant's ADR Claim
   being subject to disallowance upon application to the Court.

2. The Opt-In Notice

   A holder of a Non Stayed Claim will be served with:

   (a) an Opt-In Notice; and

   (b) a copy of the Offer Exchange Procedures.

   To opt-in to the Plan ADR, the claimant must sign and return
   the Opt-In Notice along with a Settlement Offer to the ADR
   Administrator.  By deciding to opt-in to the Plan ADR, the
   claimant's Non Stayed Claim will be designated an ADR Claim
   and will be subject to all of the terms of the Plan ADR,
   including the ADR Injunction.

3. The Settlement Offer

   A Settlement Offer will be in a fixed dollar amount and will
   not exceed the amount or improve the priority set forth on the
   claimant's most recent timely filed proof of claim, amended
   proof of claim or scheduled claim, whichever is greater.  The
   amount proposed in the Settlement Offer is presumed to be
   classified as a Litigation Unsecured Claim under the Plan,
   unless the Settlement Offer specifically contains a different
   claim classification.  The claimant may not return the ADR
   Notice or the Opt-In Notice with an unknown, unliquidated,
   indefinite or similar Settlement Offer.  If the Settlement
   Offer is received, the applicable claimant's ADR Claim will be
   subject to disallowance upon application to the Court.

4. Response to a Settlement Offer

   The ADR Administrator must respond in writing to the
   Settlement Offer with a statement of response by the "Response
   Deadline" -- within 30 days from the date of its receipt of
   the claimant's Settlement Offer.  The Response Statement will
   indicate that the ADR Administrator:

      (i) accepts the Settlement Offer;

     (ii) rejects the Settlement Offer;

    (iii) makes a counteroffer on terms specified therein; or

     (iv) requests additional documentation so that the ADR
          Administrator may in good faith respond to the
          Settlement Offer.

   The ADR Administrator's failure to timely respond to any
   Settlement Offer by the holder of an ADR Claim will be deemed
   a rejection of the Settlement Offer.

   (a) Deny Liability for the Claim

       If the ADR Administrator denies the Debtors' liability for
       the ADR Claim, the ADR Administrator may include a brief
       statement in the Response Statement setting forth the
       reason for denying liability.  The claimant will have 15
       days from the date of receipt of the Response Statement to
       restate its ADR Claim or provide additional information in
       support of its ADR Claim.  If the claimant timely
       responds, the ADR Administrator will have 30 days from the
       receipt of the additional documentation to provide an
       amended Response Statement.  If, however, the claimant
       fails to timely respond, the ADR Administrator, in
       consultation with the Insurance Company, if any, may seek
       disallowance of the ADR Claim by application to the
       Bankruptcy Court.

   (b) Request for Additional Documentation

       If the ADR Administrator, in consultation with the
       associated Insurance Company, if any, responds to the
       Settlement Offer by requesting additional documentation,
       the claimant must serve the additional documentation on
       the ADR Administrator within 15 days of the request.  If
       the claimant timely responds, the ADR Administrator will
       have 30 days to provide an amended Response Statement.
       If, however, the claimant fails to timely respond, the ADR
       Administrator, in consultation with the Insurance Company,
       if any, may seek disallowance of the ADR Claim by
       application to the Court.

   (c) Counteroffer

       If the ADR Administrator, in consultation with the
       Insurance Company, if any, responds by making a
       counteroffer by the Response Deadline, the claimant must
       provide a written response to the Counteroffer within 15
       days of the date of the Counteroffer by either accepting
       or rejecting the Counteroffer.  If the claimant fails to
       submit a Counteroffer Response by the Counteroffer
       Response Deadline, the Claim will be deemed allowed in the
       amount and classification of the Counteroffer without any
       further action by the parties.

5. Written Confirmation

   Upon completion of the Plan ADR, the ADR Administrator will
   provide written confirmation to the claimant that an ADR Claim
   has been allowed or disallowed in accordance with the Plan
   ADR.

6. Extended Settlement Period

   Upon mutual written consent, the parties may exchange
   additional Settlement Offers after the termination of the
   Counteroffer Response Deadline.  If the Plan ADR process does
   not resolve an ADR Claim, as provided, all rights, if any, of
   the holder of the ADR Claim to a jury trial will be reserved.

7. Ability to Settle Claims

   Nothing will limit the ability of a claimant and the ADR
   Administrator to settle an ADR Claim by mutual consent at any
   time during the Plan ADR, subject to the rights of any
   applicable Insurance Company as provided.  The implementation
   of the Plan ADR will not otherwise modify the obligations of
   the Debtors or their insurance companies under the Debtors'
   insurance policies and related agreements.

8. Treatment of Allowed ADR Claim

   If an ADR Claim becomes an Allowed Claim, it will be treated
   as a Litigation Unsecured Claim as provided in Class 4B of the
   Plan.

9. Binding Effect

   To the extent any provision of the Plan ADR may be
   inconsistent with the terms of the Plan, the terms of the Plan
   will be binding and conclusive.

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)


JAFRA COSMETICS: S&P Puts Low-B Level Ratings on Watch Developing
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior secured bank loan and 'B-' senior subordinated
debt ratings on Jafra Cosmetics International Inc. on CreditWatch
with developing implications, following the announcement that
Jafra will be acquired by Vorwerk & Co. KG from current financial
sponsor/owner Clayton Dubilier & Rice. Terms of the transaction
have not been disclosed.

"In order to resolve the CreditWatch listing, Standard & Poor's
will meet with Vorwerk to discuss management's future operating
and financial strategies as well as potential future financial
support for Jafra's obligations," said Standard & Poor's credit
analyst Patrick Jeffrey. Based on conclusions from these
discussions, the ratings could be raised, affirmed or lowered. If
Standard & Poor's is not able to effectively assess Jafra's debt
ratings in the context of its new ownership structure, it could
withdraw Jafra's existing ratings.

Westlake Village, California-based Jafra is a leading direct
seller of cosmetics products, with annual sales of about $400
million. Vorwerk is a privately held direct seller of household
appliances, industrial and financial services, and carpets, with
2003 sales of $2 billion.


LEGACY HOTELS: Completes Mortgage Financing on Calgary Property
---------------------------------------------------------------
Legacy Hotels Real Estate Investment Trust (TSX: LGY.UN) announced
today it has completed a $40 million fixed rate mortgage financing
for the Sheraton Suites Calgary Eau Claire. The financing has a
ten-year term and an effective interest rate of 6.91%. Legacy is
pleased to add Massachusetts Mutual Life Insurance Company to its
list of long-term relationship lenders. The proceeds are being
used by Legacy to repay existing debt and for general corporate
purposes.

Legacy is Canada's premier hotel real estate investment trust with
24 luxury and first-class hotels and resorts with over 10,000
guestrooms located in Canada and the United States. The portfolio
includes landmark properties such as Fairmont Le Chateau
Frontenac, The Fairmont Royal York, The Fairmont Empress and The
Fairmont Olympic Hotel, Seattle.

Legacy Hotels Real Estate Investment Trust's December 31, 2003,
balance sheet discloses a working capital deficit of about
CDN$72.3 million.


LINK ENERGY: Sells Crude Oil Business & Ceases Operations
---------------------------------------------------------
Link Energy (Nasdaq OTC:LNKE) has entered into a purchase and sale
agreement with Plains All American Pipeline, L.P. (NYSE:PAA) for
its entire crude oil marketing, pipeline and trucking
transportation business. As a part of such agreement, Link Energy
has agreed to settle all outstanding litigation with Texas New
Mexico Pipe Line Company, a wholly owned subsidiary of Shell
Pipeline Company. The $290 million proceeds from the transactions
consist of approximately $273 million in cash from Plains, plus
assumption of certain obligations, with adjustments for inventory
and working capital and approximately $17 million in cash from
Texas New Mexico Pipe Line Company. The sale is anticipated to
close on April 1, 2004, as the waiting period has expired under
the Hart-Scott-Rodino Act.

Link Energy is a crude oil transportation and marketing company
employing approximately 750 people in 17 states and Canada. Its
business involves approximately 240,000 barrels per day of lease
crude gathering and approximately 400,000 barrels per day of crude
oil movement on its pipelines. The sale includes the crude oil
businesses of Link Energy Limited Partnership, Link Energy
Pipeline Limited Partnership and Link Energy Canada Limited
Partnership, which own and operate all of Link Energy's crude oil
pipelines located in the United States and Canada, plus storage
terminals, tank farms and a fleet of approximately 200 owned or
leased trucks.

"The crude oil business requires a strong balance sheet to compete
effectively in today's marketplace," said Link Energy Chairman and
Chief Executive Officer Tom Matthews. "We restructured in early
2003 and brought the business back to its current level today.
However, the combination of the poor performance of our Gulf Coast
Liquids and MTBE operations -- which were sold in December 2003,
our high debt load, and the high costs we carried forward from our
restructuring required us to provide costly letters of credit for
a large portion of our business. This constrained our ability to
leverage our assets effectively. While today's decision was a
tough step, we believe that Plains can better realize the
capabilities of our assets. This sale is in Link Energy's long-
term best interest to protect the value of the assets, the needs
of our customers, and the jobs of our employees."

In conjunction with this transaction, the requisite holders of
Link Energy's 9% senior notes will provide the necessary consents
to amend the indentures effective as of the closing of the
transaction, to remove substantially all of the covenants in the
indenture and to provide that Plains will not be required to
assume the bonds as otherwise required by the indenture. The
holders of approximately 89% of the outstanding senior notes have
agreed to sell their notes to Link Energy for 100% of the
principal and accrued interest, subject to the closing of the
transaction. The other holders of the senior notes will be offered
the right to resell their notes on the same terms. Senior
noteholders that sell their notes to Link Energy on these terms
will also receive their proportionate share of up to $25 million
from any funds (including funds released from the escrow) that may
remain after Link Energy makes provision for its outstanding
liabilities, obligations and contingencies. The potential premium
is in exchange for the senior noteholders' waiver and modification
of certain provisions of the notes, including the right to have
Plains assume the notes, and approximates the premium on the notes
reflected by the estimated market value if Plains had assumed the
notes.

Link Energy expects to use the proceeds of the sale to repay, to
redeem, and to retire approximately $265 million of long- and
short-term debt, which includes its existing credit facilities,
its 9% senior notes referenced above, and other indebtedness, as
well as transaction expenses of approximately $3.6 million.
Following the closing of the transaction, the Company will have no
further operations and will wind down over a period of time.

The purchase and sale agreement contemplates an escrow of $10
million to provide for post-closing adjustments in inventory and
working capital. Following this adjustment, Link Energy and Plains
will each receive one-half of the remaining escrow balance. Funds
released from the escrow plus remaining funds from the transaction
will be used to wind down Link Energy and make provisions for any
remaining liabilities or claims, and to make the additional
payments described above to its senior noteholders.

Based on current projections, the Company believes that it is
likely that there will not be any liquidating or other
distributions to the holders of Link Energy's LLC units.

A Special Committee of the Board of Directors of Link Energy has
reviewed the transaction with its financial advisor, Petrie
Parkman & Company, which has rendered an opinion that the Plains
transaction as summarized in its opinion is fair from a financial
point of view.

                  About Link Energy LLC

Link Energy LLC is a major independent marketer and transporter of
crude oil in North America. Link Energy transports most of the
lease crude oil it purchases via pipeline that includes
approximately 7,500 active miles of intrastate and interstate
pipeline and gathering systems and a fleet of more than 200 owned
or leased trucks. For information for Link Energy, please log onto
our Web site address at http://www.linkenergy.com/


MADISON SQUARE: Fitch Rates 6 Ser. 2004-1 Note Ratings at Low-Bs
----------------------------------------------------------------
Fitch rates the classes of Madison Square 2004-1 Ltd.'s and
Madison Square 2004-1 Corp.'s CMBS-backed notes, series 2004-1, as
follows:

        --$95,003,000 class A 'AAA';
        --$34,307,000 class B 'AA+';
        --$34,306,000 class C 'AA';
        --$21,112,000 class D 'AA-';
        --$21,112,000 class E 'A+';
        --$21,112,000 class F 'A';
        --$21,112,000 class G 'A-';
        --$31,667,000 class H 'BBB+';
        --$23,751,000 class J 'BBB';
        --$97,642,000 class K 'BBB-';
        --$122,713,000 class L 'BBB-';
        --$18,473,000 class M 'BB+';
        --$29,029,000 class N 'BB';
        --$29,028,000 class O 'BB-';
        --$22,432,000 class P 'B+';
        --$11,875,000 class Q 'B';
        --$9,237,000 class S 'B-'.

The ratings on the class A, B, C and D notes address the timely
payment of interest and ultimate repayment of principal. The
ratings on the class E through S notes address the ultimate
payment of interest and ultimate repayment of principal. Fitch
does not rate the notional class IO and the $411,680,864 class T
notes.

The ratings are based upon the capital structure of the
transaction, the quality of the collateral, the structural
protections provided for within the indenture, and the experience
and capabilities of Lennar Partners, Inc., as the underlying
special servicer.

The notes will be secured primarily by a $1.1 billion pool of
commercial mortgage-backed securities and a re-securitization of
previously issued CMBS. The collateral has a Fitch weighted-
average rating of 'CCC'. Each class of notes has a stated final
maturity date in September 2043. Monthly payments to the
noteholders start in April 2004.


MALAN REALTY: Reports $28MM Net Assets in Liquidation at Dec. 31
----------------------------------------------------------------
Malan Realty Investors, Inc. (NYSE: MAL), a self-administered real
estate investment trust (REIT), announced that net assets in
liquidation for the fourth quarter ended December 31, 2003,
decreased by $1.1 million from the third quarter ended September
30, 2003, to $27.9 million. Net assets in liquidation for the year
ended December 31, 2002, were $26.4 million. The decrease in the
fourth quarter of 2003 was primarily attributable to an increase
in the costs associated with the company liquidation.

As a result of the approval of a plan of complete liquidation by
its shareholders, the company adopted the liquidation basis of
accounting for all periods beginning after September 30, 2002. On
September 30, 2002, in accordance with the liquidation basis of
accounting, assets were adjusted to estimated net realizable value
and liabilities were adjusted to estimated settlement amounts,
including estimated costs associated with carrying out the
liquidation. Accordingly, Malan no longer reports net income or
funds from operations.

"We made excellent progress toward liquidation of the company in
2003, which also allowed us to reduce debt significantly," said
Jeffrey Lewis, president and chief executive officer of Malan
Realty Investors. "The portfolio has been reduced by more than
half in terms of gross leasable area and by 43 percent in the
number of properties since this time last year."

For the fourth quarter of 2003, operating income, including income
from properties and interest expense on corporate and property
specific debt, was approximately $1.1 million. The estimated fair
value on the remaining properties held for sale increased $1.4
million, based on executed contracts for sale and internal
valuation analyses prepared by management.

Malan closed on the sales of seven properties during the quarter
and three additional properties and parcel of land subsequent to
December 31, 2003, at contract prices totaling $9.2 million. The
company currently has 18 operating properties under contract.

Malan continues to repurchase and retire its convertible
subordinated debentures. After the redemption of $5.0 million of
its 9.5 percent Convertible Subordinated Debentures due July 15,
2004, on April 14, 2004, the aggregate principal balance of the
Debentures will decline to $7.1 million.

The company also announced the sale of Prairie View Plaza in
Kansas City, Missouri, to Kmart Corporation. The 104,440 square-
foot property is located at 71000 NW Prairie View Road. Proceeds
from the sale after expenses were $3.4 million.

Malan Realty Investors, Inc. owns and manages properties that are
leased primarily to national and regional retail companies. In
August 2002, the company's shareholders approved a plan of
complete liquidation. The company owns a portfolio of 24
properties located in eight states that contains an aggregate of
approximately 1.9 million square feet of gross leasable area.


METROCALL: Will Redeem Remaining Preferred Shares on May 17, 2004
-----------------------------------------------------------------
Metrocall Holdings, Inc. (NASDAQ:MTOH), a leading provider of
paging and wireless messaging, announced the voluntary redemption
of approximately 1.8 million shares of its 15% cumulative series A
preferred stock, on a pro-rata basis from all holders of record on
March 1, 2004 for approximately $11.13 per share. The redemption
constituted approximately 75% of the remaining outstanding shares
of the series A preferred. The redemption is being funded from $20
million of cash balances generated from operations.

Metrocall also announced that it would redeem the remaining series
A preferred shares on May 17, 2004 for an aggregate redemption
amount of approximately $6.8 million, or approximately $11.13 per
share plus accrued and unpaid dividends of approximately $0.21 per
share. Upon such redemption, Metrocall shall have retired all of
the long-term debt incurred and preferred stock issued by it under
its chapter 11 reorganization.

The final installment of the $81.5 million aggregate principal
amount of long-term debt incurred under its Chapter 11 plan was
repaid on June 30, 2003 and, with the redemption on May 17, 2004,
Metrocall shall have redeemed all $60 million of the preferred
stock originally issued under its Chapter 11 plan. The retirement
of the preferred stock will fulfill one of Metrocall's obligations
under its recently announced merger agreement with Arch Wireless,
Inc. dated as of March 29, 2004.

Additionally, Metrocall paid a cash dividend on the series A
preferred stock of approximately $0.42 per share to holders of
record on March 15, 2004.

               About Metrocall Wireless, Inc.

Metrocall Wireless, Inc., headquartered in Alexandria, Virginia,
is a leading provider of paging products and other wireless
services to the business, government and healthcare communities.
In addition to its reliable, nationwide one-way networks,
Metrocall's two-way network has the largest high-powered
terrestrial ReFLEX footprint in the United States with roaming
partners in Canada, Mexico and the Caribbean. Metrocall Wireless
is the preferred ReFLEX wireless data network provider for many of
the largest telecommunication companies in the United States that
source network services and resell under their own brand names. In
addition to traditional numeric, one-way text and two-way paging,
Metrocall also offers wireless e-mail solutions, as well as mobile
voice and data services through AT&T Wireless and Nextel. Also,
Metrocall offers Integrated Resource Management Systems with
wireless connectivity solutions for medical, business, government
and other campus environments. Metrocall focuses on the business-
to-business marketplace and supports organizations of all sizes.
On March 29, 2004, Metrocall and Arch Wireless, Inc. announced a
merger agreement that would result in a combination of the two
businesses. That transaction is subject to several conditions,
including shareholder and regulatory approvals. For more
information on Metrocall, go to http://www.metrocall.com/


METROMEDIA: Makes $7.98MM Interest Payment on Sr. Discount Notes
----------------------------------------------------------------
Metromedia International Group, Inc. (currently traded as:
OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the
owner of interests in various communications and media businesses
in Russia, Eastern Europe and the Republic of Georgia, announced
the following:

-- The Company remitted $7.98 million to U.S. Bank Corporate Trust
   Services, the trustee of its $152 million 10 1/2 % Senior
   Discount Notes due 2007, thereby making the required semi-
   annual interest payment that was due on March 30, 2004;

-- The Company also announced that it has not completed in a
   timely manner the preparation of its Annual Report on Form 10-K
   for the fiscal year ended December 31, 2003, including the
   finalization of its annual audited financial statements; and

-- The Company will not file a Form 12b-25, Notification of Late
   Filing, with the SEC, since it cannot predict with certainty at
   this time when it will file its 2003 Form 10-K with the SEC.

In making these announcements, Ernie Pyle, Executive Vice
President and Chief Financial Officer of the Company, commented:
"The timely payment of our current interest obligation reflects
the much improved liquidity position that we have developed over
the preceding twelve months. The delay in filing our 2003 Form 10-
K, however, is a less favorable consequence of the significant
events we have experienced during that same period and overshadows
the significant improvements in the financial reporting workflow
processes we have implemented. Despite the best efforts of our
much downsized and relatively new corporate finance staff, we were
unable to complete all of the required work in time to meet the
Form 10-K filing deadline. However, we are fully committed to
filing the 2003 Form 10-K as promptly as possible and apologize
for any difficulties this delay might cause our investors."

Mr. Pyle further commented: "Our overarching goals were to end
2003 with improved liquidity, a restructured organization and a
much simplified and more narrowly focused company. While we
believe we have achieved nearly all of these goals with respect to
the business operations themselves, the accounting for and
auditing of these fundamental changes to the Company have proven
to be unusually time consuming tasks. We have had to resolve a
considerable number of historical issues as well as account for
the substantial restructuring we've undertaken. This workload fell
to a much smaller finance team that was itself in transition. The
difficult matters arising during the fourth quarter of 2003 in the
Republic of Georgia have further aggravated this situation. As a
result, we missed our financial reporting deadlines throughout
2003 and will now be late in filing our 2003 Form 10-K. Upon the
completion and filing of the 2003 Form 10-K, however, I believe
that most of the difficult accounting and disclosure work
associated with our restructuring will be behind us."

              About Metromedia International Group

Through its wholly owned subsidiaries, the Company owns
communications and media businesses in Russia, Eastern Europe and
the Republic of Georgia. These include mobile and fixed line
telephony businesses, wireless and wired cable television networks
and radio broadcast stations. The Company has focused its
principal attentions on continued development of its core
telephony businesses in Russia and the Republic of Georgia, while
undertaking a program of gradual divestiture of its non-core media
businesses. The Company's remaining non-core media businesses
consist of nineteen radio businesses operating in Finland,
Hungary, Bulgaria, Estonia, Latvia and the Czech Republic and one
cable television network in Lithuania. The Company's core
telephony businesses include PeterStar, the leading competitive
local exchange carrier in St. Petersburg, Russia, and Magticom,
the leading mobile telephony operator in the Republic of Georgia.
Visit its website at http://www.metromedia-group.com/


MIRANT CORP: Retains Hiscock & Barclay as Special Counsel
---------------------------------------------------------
Mirant Corp. and its debtor-affiliates seek the Court's authority
to employ Hiscock & Barclay LLP as their special counsel, nunc pro
tunc to March 3, 2004.

According to Michelle C. Campbell, Esq., at White & Case LLP, in
Miami, Florida, Hiscock is currently employed by the Debtors as
an ordinary course professional.  Based on Hiscock's increased
involvement in certain of the Debtors' tax matters, the firm's
monthly billing may exceed the monthly cap applicable to ordinary
course professionals.

Ms. Campbell informs the Court that since June 2003, Hiscock has
advised the Debtors with respect to real property tax issues
involving certain of the Debtors' electric generating plants.
Since the Petition Date, Hiscock has been providing tax
litigation services regarding certain of the Debtors' generating
plants.

The Debtors believe that it is crucial that Hiscock is employed
in these cases to ensure that they can draw on the firm's vast
knowledge regarding the tax matters.  If the Court does not allow
Hiscock's services, the Debtors, their estates and all parties-
in-interest could be unduly prejudiced by the time and related
expense for other counsel to familiarize themselves with the
services Hiscock is currently providing.

Ms. Campbell assures Judge Lynn that Hiscock will neither be
involved in the interfacing with the Court nor will it render
services in connection with the administration of the Debtors'
Chapter 11 cases.

As compensation for the services, Hiscock will be compensated at
the firm's regular hourly rates and reimbursed for all reasonable
and necessary expenses pursuant to Sections 330 and 331 of the
Bankruptcy Code.  Hiscock's current hourly rates for attorneys
and paraprofessionals range from $190 to $275 per hour.

According to Lawrence A. Zimmerman, a Partner at Hiscock &
Barclay LLP, within the year prior to the Petition Date, Hiscock
had not received payments from the Debtors or their affiliated
non-debtors.  Hiscock is owed approximately $7,676 for fees and
charges billed but unpaid with respect to prepetition services.

Mr. Zimmermann attests that the firm, its members, counsel and
associates do not have any connection with or any interest
adverse to the Debtors, their creditors, or any other party-in-
interest, or their attorneys and accountants on the matters
Hiscock is 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)


MIRANT CORP: Gets Interim Nod to Retain PwC as Audit Consultant
---------------------------------------------------------------
Mirant Corp. and its debtor-affiliates sought Court approval to
employ PricewaterhouseCoopers LLP as consultants under the terms
of a February 2, 2004, Engagement Letter.

As part of their on-going internal audit efforts, the Debtors
began auditing certain business lines to address compliance and
efficiency concerns.  Prior to the Petition Date, the Debtors
conducted and completed an internal audit of their gas power
businesses to analyze and evaluate internal controls and
practices.  As part of the Gas Project, Mirant Corporation engaged
PwC to provide necessary outside industry expertise and to
ascertain industry best practices.

Having completed the Gas Project, the Debtors' internal audit
team has shifted its focus to the Debtors' power asset
activities, including power asset management and trading
activities, as well as credit risk management activities, and has
began an internal audit of these business lines on
February 23, 2004.

The Debtors selected PwC to serve as their outside consultant.
PwC will provide these consulting services to advise the Debtors
in connection with the Power Audit:

   * Risk Identification:  Identification of Mirant's objectives
     and strategies as well as risk attribution associated with
     power procurement and trading activities;

   * Infrastructure:  Assessment of Mirant's ability to
     effectively identify, measure, monitor and report on key
     risk drivers in a comprehensive and consistent manner;

   * Process and Control:  Assessment of existing processes to
     identify and evaluate the design of control activities
     resident within key processes; and

   * Credit Risk Management:  Assessment of credit policies
     and procedures, risk reporting, collateral/margin
     management, credit reserving, problem credit management,
     approval process and authorities, system infrastructure,
     and documentation standards.

Salient terms of the Engagement Letter are:

A. Term

   The services are scheduled to commence on January 5, 2004,
   and covers a period of nine to 10 weeks.  However, either
   party may terminate the services to be provided pursuant to
   the Engagement Letter upon written notice to the other.  In
   the event of termination, the Debtors' sole responsibility
   will be to pay the reasonable professional fees and related
   expenses that PwC earned or incurred through the Effective
   Date of termination.

B. Fees

   PwC has estimated that the fees for the project will be
   $260,000 to $280,000 based on a blended hourly rate of $275
   per hour, which represents a 30% discount from PwC's standard
   rates.  PwC's fees will be based on the time spent by the
   individuals assigned to the engagement and the blended hourly
   billing rate established for those individuals that vary
   according to their skills and experience.  In addition, PwC
   will be entitled to reimbursement of reasonable expenses
   incurred in connection with this retention.  In the event
   PwC believes that its fees will exceed the above estimates,
   it has agreed not to undertake any additional work without
   first advising the Debtors.

   For purposes of this engagement, PwC will provide to the
   Debtors a monthly invoice containing a brief description of
   the services provided for each particular month, including a
   description of those professionals performing the services,
   as well as a description of its out-of-pocket expenses
   incurred.  PwC has also agreed that its professionals will
   keep hourly time records, in summary format, setting forth a
   description of the services rendered by each professional and
   the amount of time spent on each date by each individual in
   rendering services on behalf of the Debtors, which will be
   provided in PwC's monthly billing statements.

C. Miscellaneous

   PwC agreed to preserve the confidentiality of confidential
   information entrusted to it by the Debtors.

Prior to the Petition Date, PwC or its affiliates in the past
represented, or are currently representing, non-debtor affiliates
of the Debtors in matters unrelated to these Chapter 11 cases.

                        *    *    *

On an interim basis, Judge Lynn authorizes the Debtors to employ
PricewaterhouseCoopers effective as of February 17, 2004.  If no
party objects to the employment, the Order will become final on
April 13, 2004.

Headquartered in Atlanta, Georgia, Mirant Corporation --
http://www.mirant.com/-- together with its direct and indirect
subsidiaries, generate, sell and deliver electricity in North
America, the Philippines and the Caribbean.  The Company filed for
chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590).  Thomas E. Lauria, Esq., at White & Case LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed $20,574,000,000
in assets and $11,401,000,000 in debts. (Mirant Bankruptcy News,
Issue No. 27; Bankruptcy Creditors' Service, Inc., 215/945-7000)


MONET MOBILE: Chapter 11 Trustee Taps Quackenbush & Hansen
----------------------------------------------------------
Edmund J. Wood, the Chapter 11 trustee appointed in Monet Mobile
Networks, Inc.'s chapter 11 case, asks the U.S. Bankruptcy court
for the Western District of Washington in Seattle, for permission
to employ Quackenbush & Hansen PLLC as his accountants.

The Trustee tells the Court that he requires the assistance of
accountants experienced in bankruptcy matters.  In this retention,
Quackenbush & Hansen will:

   a) prepare and file all required tax returns;

   b) provide accounting services to the estate and the Trustee,
      including preparation of wage reporting statements and
      other documents;

   c) correspond with various taxing agencies and assist with
      the resolution of any potential tax disputes; and

   d) otherwise provide such other accounting services as may be
      required by the Trustee in the administration of the case,
      including the investigation of pre-petition transfers, and
      providing services required by the trustee in any
      operations or marketing of the business of Monet Mobile
      Networks, Inc., or its subsidiaries.

Quackenbush & Hansen will bill the Debtor's estates for services
on an hourly basis:

         Professional          Billing Rate
         ------------          ------------
         Michael Quackenbush   $195 per hour
         Kent Hansen           $160 per hour

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


NATIONAL BENEVOLENT: Taps Sitrick as Communications Consultant
--------------------------------------------------------------
The National Benevolent Association of the Christian Church and
its debtor-affiliates are asking authority from the U.S.
Bankruptcy Court for the Western District of Texas, San Antonio
Division, to employ Sitrick and Company, Inc., as their corporate
communications consultants.

Sitrick will:

   a. assist the Debtors in managing the business challenges
      presented by the Debtors' chapter 11 cases by providing
      strategic communications counsel and advice, including,
      but not limited to, maintaining the Debtors' relationships
      with their residents and donors as well as preserving the
      Debtors' reputation in the life care services industry;

   b. assist the Debtors in implementing specific public
      relations programs to achieve their business objectives;

   c. provide strategic communications advice with respect to
      media relations and corporate communications directed at
      employees, customers, vendors and other key
      constituencies; and

   d. assist with such other public relations services as may be
      necessary in connection with the Debtors' chapter 11
      cases.

The representative hourly rates for Sitrick's professionals:

         Professionals                Billing Rate
         -------------                ------------
         Michael Sitrick              $650 per hour
         Sandra Sternberg             $525 per hour
         Anne De Wolfe                $495 per hour
         Jason Booth                  $395 per hour
         Tammy Taylor                 $380 per hour
         Maya Pogoda                  $305 per hour
         Romelia Martinez             $160 per hour
         Clerical and support staff   $55 per hour

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


NAT'L CENTURY: Asks Court to Expunge Lance Poulsen's Claims
-----------------------------------------------------------
Joseph M. Witalec, Esq., at Jones Day Reavis & Pogue, in
Columbus, Ohio, recounts that on April 21, 2003, Lance K. Poulsen
filed Claim No. 352 against National Century Financial
Enterprises, Inc. for $2,923,545, asserting:

   * an unsecured priority claim for $2,441,439 pursuant to
     Section 507(a)(1) of the Bankruptcy Code "for an
     administrative expense based upon termination of an
     employment agreement and his entitlement to severance pay
     per the attached employment agreement";

   * an unsecured priority claim for $257,400 pursuant to Section
     507(a)(1) "for services rendered to the estate from
     November 10, 2002 through February 4, 2003 based upon 12
     weeks compensation pursuant to his annual salary";

   * a general unsecured claim for $224,706 "for damages pursuant
     to termination of the attached employment agreement
     consisting of payments for insurance, automobile allowance,
     and the providing of secretarial and customary office
     support"; and

   * a secured claim for all the listed amounts because Mr.
     Poulsen believes that NCFE "segregated funds and maintained
     a segregated account for the sole and specific purpose of
     finding its employment agreement with its executives and to
     provide for them a retirement plan."

On April 22, 2003, Mr. Poulsen filed Claim No. 695 against NCFE,
asserting an unsecured priority claim for $4,650 and a general
unsecured claim for $3,892,190, as well as reserving the right to
seek administrative expense priority for the entire amount.  The
basis for the claim is the Employment Agreement dated May 31,
2002.

Pursuant to Section 502 of the Bankruptcy Code, the Debtors ask
the Court to disallow the Poulsen Claims.

Mr. Poulsen was one of the original founders of the Debtors and
served as an NCFE director since 1991 until November 2002.  In
Mach 2003, Mr. Poulsen was re-elected by the NCFE shareholders as
a director of NCFE.  Because Mr. Poulsen is an insider of the
Debtors under Section 101(31)(B) of the Bankruptcy Code, his
Claims are subject to Section 502(b)(4) of the Bankruptcy Code,
which provides that:

   "A claim by an insider must be carefully examined, and the
   obligation of the debtor to the insider claimant must be
   established, in the first instance, by credible and reliable
   evidence.  If the debt, liability or obligation of the debtor
   to the insider claimant is not established by credible and
   reliable evidence, the claim must be disallowed.  It is only
   after the debt is established by credible and reliable
   evidence that  502(6)(4) and the reasonable value of an
   insider's services become an issue."

Mr. Witalec contends that Mr. Poulsen failed to establish any
"credible and reliable" evidence to support his claims.  Mr.
Witalec adds that Mr. Poulsen's actions as a founder and director
of NCFE may have related to the series of events resulting in the
filing of the Debtors' bankruptcy cases.  Therefore, any claims
asserted by Mr. Poulsen would be subject to the defenses of
setoff and recoupment.  Thus, the Debtors could overcome the
prima facie case raised by Mr. Poulsen in his claims even if Mr.
Poulsen had complied with Section 502(b)(4).

To the extent that the Poulsen Claims assert administrative
expense priority claims, Mr. Witalec argues that the Poulsen
Claims should be denied on the basis that Mr. Poulsen failed to
demonstrate any benefit to the Debtors' estates.

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)


NIMBUS GROUP: Hires D. Moore & T. Hart to Fill-Up Management Team
-----------------------------------------------------------------
Taylor Madison Corp. p/k/a Nimbus Group Inc., (Amex: NMC)
announced that it has recruited two executives in Donald P. Moore,
Esq. as its General Counsel, Vice President of Corporate Business
Development and Director, and Timothy Hart, CPA, as its Principal
Financial Officer, to broaden its management team and provide the
Company with a foundation to execute its new business plan.

"We are excited to have the right team in place to focus on the
new direction the Company has been working on with Jack A. Smith
for the past year," said Lucien Lallouz, President and Chief
Executive Officer of Taylor Madison. Last year the Company
retained Jack Smith, founder and ex-chairman and CEO of The Sports
Authority, (NYSE: TSA) to guide its management team. "We are in an
ideal position to implement the acquisition ideas Jack Smith put
forth to grow the Company, with both Donald Moore and Tim Hart on
board." continued Lallouz.

                        DONALD P. MOORE

Mr. Moore is founder and president of Rebelyon Capital &
Management, Inc., a provider of capital formation services and
various management and consulting services, including strategic
and business plan development, crisis and turnaround management
services. He is also a shareholder of Fowler White Burnett P.A., a
75-lawyer firm based in Miami, Florida, where he focuses on
corporate, finance, mergers & acquisitions, bankruptcy,
restructurings, securities and international transactions. Mr.
Moore also serves on the board of directors of Fundamental
Management Corp., the general partner of the Miami, Florida-based
Active Investor Funds and is a principal of North Bay Equity
Partners, LLC, a Miami Beach, Florida-based investment banking
firm focused on equity formation for private companies in Latin
America. Previously, he served in several senior positions at
Ryder System, Inc., including as in-house counsel and as head of
strategic and financial planning for its logistics division. He
started his career as a corporate securities attorney with Weil,
Gotshal & Manges, LLP, a New York-based international law firm.
Mr. Moore received an M.B.A. from the University of Miami (Class
Valedictorian, 1995), a J.D. from the University of Michigan Law
School (Cum Laude, 1988) and a B.A. from the University of
Michigan, Ann Arbor (With Distinction, 1985).

                        TIMOTHY HART

Mr. Hart is experienced as a Senior Manager with one of the
largest international public accounting firms, KPMG Peat
Marwick/KMG Main Hurdman in Fort Lauderdale, Florida. As part of
his duties Mr. Hart planned and supervised audit engagements for
clients of all sizes in different industries. Since 1996, Mr. Hart
has been associated with the firm of Ullman and Hart, CPAs,
specializing in business consulting services to public companies.
Mr. Hart has been an experienced Principal Financial Officer
responsible for all of the financing, accounting and financial
reporting for a major South Florida real estate developer. In
addition he has experience as the Director of MIS. In that
capacity he was responsible for all corporate computer operations
and is currently a certified consultant for Oracle's NetSuite
business suite platform in addition to other software
applications. Tim Hart is a graduate of Thomas More College, 1980
Bachelor of Arts and Accountancy, Economics and Business
Administration. Tim is a Florida Certified Public Accountant, and
member of the American Institute of Certified Public Accountants
and Florida Institute of Certified Public Accountants.

                     ABOUT TAYLOR MADISON

Taylor Madison specializes in licensing and developing fine
fragrances and Skincare, cosmetics and cosmeceuticals worldwide.
We currently license and market brands such as Phantom(R)
fragrances and Cara Mia(TM) total skin care system. The Company
recently closed on its 51% acquisition of fragrance and cosmetics
"turnkey" manufacturer Fragex.


                        *   *   *

As reported in the Troubled Company Reporter's October 23, 2003
edition, Nimbus Group, Inc. dismissed Rachlin, Cohen & Holtz, LLP
as Nimbus Groups' independent accountant, effective October 15,
2003.

The Company has replaced RCH with Berkovitz, Lago & Company, LLP,
effective October 15, 2003. BLC served as the independent
accountant for the Company prior to RCH. RCH was originally
engaged due to its relationship with the Company's interim chief
financial officer. As the Company's interim chief financial
officer is no longer with Nimbus Group, the Company has decided to
re-engage BLC.

RCH served as the Company's independent accountant from August 6,
2003 through the dismissal date and had not provided any report on
the financial statements of the Company.  The decision to dismiss
RCH was recommended by management of the Company and approved by
its Audit Committee.

Effective October 14, 2003, Nimbus Group engaged the accounting
firm of BLC as its new independent accountants to audit the
Company's financial statements for the proximate fiscal year end.

The report of BLC on the financial statements of Nimbus Group for
the past fiscal year contained an explanatory paragraph wherein
BLC expressed substantial doubt about the Company's ability to
continue as a going concern.


NORCROSS SAFETY: S&P Revises Outlook to Neg. over Possible Sale
---------------------------------------------------------------
Standard & Poor's affirmed its ratings on Norcross Safety Products
LLC, including its corporate credit rating of 'B+', but revised
its outlook on the ratings to negative from stable.

"The revision is due to the company's confirmation that it has
retained a financial advisor to assist in its analysis and
consideration of various strategic alternatives, including a
possible sale of the company," said Standard & Poor's credit
analyst John Sico. "Currently, there is uncertainty as to the
timing of such an event, if ever. However, if a sale to a
financial or strategic buyer were accomplished in a leveraged
transaction, financial risk could increase."

Oak Brook, Illinois-based Norcross supplies personal protection
equipment and has large, diverse consumable product lines and a
large customer base that is somewhat recession-resistant. The
company had about $260 million of debt outstanding at Dec. 31,
2003.

Norcross offers a high level of protection with branded and
patented products that are critical, especially to the life-
threatening occupations in the high-voltage electricity and
firefighting jobs in which they are used. It has niche positions
in respiratory, hand, and footwear devices, and a diverse
portfolio. Occupational Safety & Health Administration and the
aversion to litigation drive the safety business. Currently, there
is a good opportunity for Norcross' products because of the
heightened emphasis on domestic safety preparedness.

"The rating could be lowered if the company is sold in a leveraged
transaction. Should the company not be sold, credit measures need
to strengthen to expected levels to avoid downside rating risk,"
Mr. Scio said.


ONEIDA LTD: Further Obtains Extensions of Waivers & Loan Deferrals
------------------------------------------------------------------
Oneida Ltd. (NYSE:OCQ) obtained further waiver extensions through
April 14, 2004, from its lenders in regard to the company's
financial covenants and in respect to certain payments that are
due. Previously announced waivers were effective through
March 31, 2004.

Oneida's bank lenders agreed to further postpone, until April 14,
2004, reductions of $5 million, $10 million and $20 million in the
company's credit availability that originally were scheduled to
take effect on November 3, 2003, January 30, 2004 and February 7,
2004, respectively, under the company's revolving credit
agreement. Oneida's senior note holders also agreed to further
defer until April 14, 2004 a $3.9 million payment from the company
that was originally due on October 31, 2003.

As was previously announced, Oneida is in discussions with its
lenders and potential new financing sources to restructure its
existing indebtedness and provide ongoing liquidity, and continues
to provide lenders with updated financial information regarding
its operations and restructuring plans. The company expects there
will be further deferrals of the above credit availability
reductions and principal payment until appropriate modifications
to its credit facilities have been agreed upon.

Oneida also announced that it no longer is in discussions with a
private equity investor with respect to a potential preferred
equity investment in the company, because the company and the
investor could not come to an agreement on terms. Oneida
previously announced on March 17, 2004 that it has been in
discussions with an investor.

Oneida Ltd. is a leading source of flatware, dinnerware, crystal,
glassware and metal serveware for both the consumer and
foodservice industries worldwide.


ORION TELECOMM: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Orion Telecommunications Corp.
        111 8th Avenue
        New York, New York 10011

Bankruptcy Case No.: 04-12203

Type of Business: The Debtor is a market-leading manufacturer
                  and distributor of telecommunication services.
                  See http://www.oriontelecommunications.com/

Chapter 11 Petition Date: April 1, 2004

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtor's Counsel: Frank A. Oswald, Esq.
                  Togut, Segal & Segal LLP
                  One Penn Plaza
                  New York, NY 10119
                  Tel: 212-594-5000

Total Assets: $16,347,957

Total Debts:  $97,588,754

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Verizon Global Solutions Inc  Trade - Carrier        $14,234,448
110 Allen Road, 3rd Flr
Liberty Corner, NJ 07938

QWEST                         Trade - Carrier        $10,437,592
Wholesale Services
P.O. Box 36481
Louisville, KY 402336481

BCE Nexxia                    Trade - Carrier         $3,358,184
250 Yonge Street, Suite 1200
Toronto, ON M5B2L7 Canada

AT&T Network Connection       Trade - Carrier         $2,687,127
300 Atrium Drive
Somerset, NJ 08873

Callipso                      Trade - Carrier         $2,344,224
2 MacArthur, Suite 600
Santa Ana, CA 92707 USA

France Telecom/Global One     Trade - Carrier         $1,800,220
France Telecom Long Distance
USA, LLC
1270 Avenue of the Americas
New York, NY 10020 USA

ACC Telecom                   Trade - Carrier         $1,513,395
c/o HSBC Bank
Attn. Box 3043
1 HSBC Center, 2 West Wing
Buffalo, NY 14203 USA

Worldcom Wholesale            Trade - Carrier         $1,499,147
#2100114543
6929 North Lakewood 5.2-507
Tulsa, OK 74117 USA

Telenor Global Services AS    Trade - Carrier         $1,270,899
N-1331 Fornebu, Snaroyveien
30, Building L 6D
Oslo, Norway

Grande Communications         Trade - Carrier           $802,196
401 Carlson Circle
San Marcos, TX 78666 USA

Call-Net Enterprises CNCS     Trade - Carrier           $666,169
2235 Sheppard Avenue East
Atria II, Suite 600
Toronto, ON M2J5G1 Canada

NovaTel Ltd.                  Trade - Carrier           $644,328
11550 IH-10 West Suite 110
San Antonio, TX 78230 USA

Belgacom SA of Public Law     Trade - Carrier           $642,123
Bd.du Roi Albert 1127 B-1030
Brussels, Belgium 1030

Harvard Label Inc.            Trade - Printer           $639,469
4879 Fruitland Ave.
Vernon, CA 90058 USA

LD Exchange                   Trade - Carrier           $639,029
2510 North Red Hill Avenue
Suite 230
Santa Ana, CA 92705-5542

AnTel                         Trade - Carrier           $550,817
900 Oakmont Lane, Suite 308
Westmont, IL 60559 USA

Telecom Italia of North       Trade - Carrier           $530,955
America, Inc.
745 Fifth Avenue 27th Floor
New York, NY 10151 USA

Codetel Int'l Communications  Trade - Carrier           $384,593
700 Plaza Drive Floor 2
Secaucus, NJ 07094 USA

Sonera Corp. USA              Trade - Carrier           $380,051
5335 Wisconsin Avenue NW
Suite 950
Washington, DC 20015 USA

XO                            Trade - Carrier           $367,755
11111 Sunset Hills Road
Reston, VA 20090


OXFORD HEALTH: S&P Affirms BB+ Counterparty Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Oxford
Health Plans Inc. and Oxford Health Plans (NY) Inc., the lead
company in the operating subsidiary group, to positive from
stable.

Standard & Poor's also said that it affirmed its 'BB+'
counterparty credit rating on Oxford and its 'BBB+' counterparty
credit and financial strength ratings on Oxford Health Plans (NY)
Inc.

"The revised outlook reflects Oxford's strengthened capital
adequacy, sustained level of very strong profitability, and
enhanced holding-company liquidity," said Standard & Poor's credit
analyst Joseph Marinucci. "The downsides for the company remain
its geographic concentration and relatively flat member growth."

For 2004, Standard & Poor's expects Oxford's enrollment to be flat
or modestly lower. Oxford's consolidated pretax GAAP earnings are
expected to remain extremely strong and in line with recent
levels. For 2004, parent-company liquidity is expected to remain
very strong, and capital adequacy is expected to remain strong. In
addition, for the year-ended 2004, debt leverage is expected to be
25%-35%, and interest coverage is expected to remain extremely
strong.

Oxford's pretax income was $584 million for the year ended
Dec. 31, 2003, compared with $377 million for the prior year.
Standard & Poor's believes that Oxford's strengthened margins
derive mostly from a combination of a disciplined underwriting
approach and proactive management of the underlying drivers of
medical cost. At year-end 2003, cash and investments residing with
the holding company exceeded $370 million (about 20% of
consolidated total). A significant portion of the holding
company's liquidity and financial flexibility derives from
dividends received from its New York HMO subsidiary, and the
ability to receive dividends beyond an amount that would be
payable without prior regulatory approval could be significantly
restricted if the company's operating fundamentals were to
deteriorate.

Oxford's core New York metropolitan marketplace is highly
competitive. There are numerous competitors, including for-profit
and not-for-profit HMOs, preferred provider organizations, and
indemnity insurance carriers, some of which have substantially
larger enrollments than Oxford in its service areas and, in some
cases, greater financial resources. Furthermore, the New York
insurance market is subject to considerable regulatory oversight
that could adversely affect the company's operating strategy as it
applies to underwriting, contracting, and marketing. Nonetheless,
Oxford maintains a very sound business position and has been
able to differentiate itself via its product portfolio, network
development efforts, and market segmentation strategies.


PACIFIC GAS: Says Motion for Confirmation Stay is Without Merit
---------------------------------------------------------------
Roger J. Peters, Pacific Gas and Electric Company's senior vice
president and general counsel issued the following statement after
Loretta Lynch and Carl Wood filed a motion for stay of
implementation of the company's bankruptcy confirmation order in
U.S. District Court:

"It is regrettable Ms. Lynch and Mr. Wood have chosen to file
their motion for stay asking a federal district court to prevent
Pacific Gas and Electric Company from emerging from Chapter 11 as
a financially healthy utility. The U.S. Bankruptcy Court and the
California Public Utilities Commission (CPUC) addressed their
arguments over three months ago.

"These bodies repeatedly determined that the Bankruptcy Court's
confirmation order and the settlement agreement between PG&E and
the CPUC are consistent with state law and enforceable under
federal law. As a result, we firmly believe this motion is without
merit and the U.S. District Court, like the U.S. Bankruptcy Court,
should refuse to stay the confirmation order."

"The CPUC and PG&E have moved forward together in an open and
public process to facilitate the settlement and associated
financing activities required for the company to pay its creditors
in full and exit bankruptcy. Ms. Lynch and Mr. Wood's arguments
were rejected repeatedly by their fellow commissioners on the
CPUC. Despite this fact, they have chosen to deliberately attempt
to derail all the activities which have occurred over the past
three months in a last minute attempt to prevent the settlement
agreement from going effective, and allowing us to emerge from
Chapter 11.

"Only now, after the company has received its investment grade
credit ratings, and priced and sold $6.7 billion in bonds, are Ms.
Lynch and Mr. Wood bringing this challenge. We find it
irresponsible that they would put our customers at risk for tens
of millions of dollars in higher financing costs that would result
if their motion were to prevent the company from being able to
take advantage of today's historically low interest rates."


PARMALAT GROUP: Presents Turnaround Plan to Creditors in Milan
--------------------------------------------------------------
Parmalat Finanziaria SpA, in    |  Parmalat Finanziaria SpA in
Extraordinary Administration    |  Amministrazione Straordinaria
communicates that, as already   |  comunica che, secondo quanto
announced on 16th March 2004    |  anticipato il 16 marzo u.s.
following a meeting between the |  a seguito della riunione tra
Company and the Surveillance    |  la societa ed il Comitato di
Committee, a meeting took place |  Sorveglianza, oggi si e tenuta
today between the Company and a |  una riunione tra la Societa e
range of its principle          |  una rappresentanza dei suoi
creditors.                      |  principali creditori.
                                |
     During the course of this  |       Nel corso di tale
meeting, the Company updated    |  riunione  la Societa ha
creditors on the Group's        |  fornito un aggiornamento sulla
situation and on the outline    |  situazione e sulle linee guida
industrial and debt             |  del piano di ristrutturazione
restructuring plan for the      |  e del debito del Gruppo
Parmalat Group.                 |  Parmalat.
                                |
     The presentation made      |       Il documento presentato
during the course of the        |  nel corso della riunione e
meeting is available on the     |  disponibile sul sito Internet
Company's website:              |  della Societa:

http://www.parmalat.com/en/doc/Comitato%20Creditori_Presentazione%20260304.p
df

     The Company also provided  |       La Societa ha altresi
the following indications       |  fornito alcune indicazioni
regarding its performance       |  sui risultati del primo
during the first two months of  |  bimestre 2004:
2004:                           |

(EUR in Millions)
                       _________________________________________
                      |        |        |                       |
                      |  Sales | EBITDA | EBITDA v/sales ratios |
_____________________|________|________|_______________________|
|                     |        |        |                       |
|        World        | 762.6  |  20.9  |          2.7%         |
|_____________________|________|________|_______________________|
|                     |        |        |                       |
|        Europe       | 299.4  |  18.0  |          6.0%         |
|_____________________|________|________|_______________________|
|                     |        |        |                       |
|        Italy        | 228.5  |  14.2  |          6.2%         |
|_____________________|________|________|_______________________|
|                     |        |        |                       |
|   -- of which       |  75.3  |   6.9  |          9.2%         |
|   Parmalat (core)   |        |        |                       |
|_____________________|________|________|_______________________|

     The Financial situation of |       La situazione finanziaria
those of the Group's Italian    |  delle societa italiane in
companies that are in           |  Amministrazione Straordinaria
Extraordinary Administration    |  non presenta particolari
does not currently present any  |  situazioni di criticita.  Ad
particular cause for concern.   |  oggi non sono stati effettuati
Until now no use has been made  |  utilizzi a valere sulla linea
of the EUR105 million credit    |  di credito di Euro 105 milioni
line that was recently agreed   |  recentemente definita con un
with a pool of banks.           |  pool di banche.

                          *     *     *

At the meeting, Dr. Enrico Bondi, Parmalat Extraordinary
Commissioner, briefed the creditors of the current
Amministrazione Straordinaria rules, including the roles of the
Court of Parma, the Minister of Productive Activities and the
surveillance committee (Comitato di Sorveglianza) appointed by
the Minister.  Dr. Bondi indicated that creditors' interests are
protected by:

     1. the Extraordinary Commissioner;

     2. supervision of the Minister and the Parma Court judge in
        charge of the procedure;

     3. the Surveillance Committee; and

     4. procedural aspects -- voting, publicity, par-condicio,
        etc. -- and judicial recourse.

Dr. Bondi emphasized that there is no role in the Italian law for
any formal creditors committee.

                Update on Parmalat Units Worldwide

Dr. Bondi updated the creditors of recent events concerning the
Parmalat group:

     -- The U.S. Dairy business, due to market instability and
        funding needs, sought Chapter 11 protection, obtained
        interim financing, and started a sale process;

     -- The U.S. Bakery business, on February 26, 2004, obtained
        a 60-day $11.2 million promissory note.  The U.S. Bakery
        business is presently in negotiations for a $50 million
        out-of-court credit facility to satisfy medium term
        liquidity needs, and re-financing of the 60-day
        promissory note;

     -- Parmalat Canada held meetings with both note holders and
        lenders to provide information on the financial
        situation.  The unit obtained extension through April 15,
        2004 from its main lenders.  The unit is currently
        operating under informal stand-still agreement with
        noteholders, pending negotiation of formal stand-still
        agreement to avoid any acceleration of the notes.  It is
        seeking re-financing to avoid a forced sale process
        imposed by noteholders;

     -- Parmalat Mexico obtained a standstill period from its
        main lenders until June 2004.  The unit will likely start
        a sale process;

     -- Parmalat Brasil filed for "Concordata," but a special
        court-appointed administrator was put in charge.  Plants
        in Brazil are working at 25% of production capacity on
        average;

     -- Parmalat Chile entered a legal procedure called "Convenio
        Judicial Preventivo" which grants a 90-day stand-still
        period.  A disposal process has started.

     -- Parmalat de Venezuela is continuing negotiations with
        creditors to stabilize its financial situation;

     -- Parmalat Colombia is operating in the ordinary course of
        business;

     -- Parmalat Nicaragua resolved debt crisis with local banks.
        A local industrial group, Lafise, has acquired 49% of the
        shares through a debt-for-equity swap.  The remaining 51%
        is maintained by Parmalat.  As a result of the
        transaction, Parmalat Nicaragua will substantially reduce
        its bank debt;

     -- Due to cash burning, Parmalat units in Argentina,
        Dominican Republic, Ecuador and Uruguay will start a sale
        process in the short term;

     -- The sale process of Parmalat Paraguay is under
        investigation;

     -- Parmalat Austria is reviewing its situation in relation
        to 25% share holding in Nom AG;

     -- Parmalat Germany is presently negotiating with local
        banks;

     -- Three petition for liquidations have been filed for
        Parmalat Hungaria by creditors.  The Fejer Court in
        Hungary declared the insolvency and liquidation of the
        unit during the week;

     -- Parmalat units in Portugal, Romania and Russia are
        negotiating with their main creditors;

     -- Parmalat Spain is profitable;

     -- Parmalat Food Holdings U.K. was put in administration on
        February 16, 2004.  A sale and purchase agreement was
        signed for the disposal of Parmalat Dairies U.K. Ltd.
        business assets based in Kendal, United Kingdom.

     -- Parmalat South Africa obtained a short-term standstill
        from its main lender;

     -- Parmalat units in Indonesia, Hong Kong and Vietnam will
        be liquidated.  Parmalat Thailand will be sold.  Parmalat
        China will be sold or liquidated; and

     -- Parmalat Australia is profitable.  The unit was able to
        renegotiate its debt with local banks.

The Parmatour Group and Coloniale are not part of the Parmalat
Group's restructuring plan.

                       Pending Litigations

Parmalat currently faces various lawsuits and investigations:

     (a) A petition was filed against the Minister of Productive
         Activities and the Extraordinary Administration
         procedures of Parmalat SpA and Parmalat Finanziaria SpA,
         challenging the legitimacy of the procedures and the
         appointment of Dr. Bondi as Commissioner;

     (b) There is a conflict of jurisdiction between the Court of
         Parma and the Court of Dublin, which both ruled on their
         jurisdiction to declare the insolvency status of
         Eurofood and to open a main insolvency proceeding;

     (c) A group of creditors have challenged the declarations of
         insolvency of Parmalat SpA, Finanziaria, Eurofood,
         Parmalat Finance Corporation issued by the Court of
         Parma;

     (d) The Commissione Nazionale per la Societa e la Borsa or
         Consob challenged the 2002 accounts of Finanziaria;

     (e) Three class actions have been filed against several
         defendants, including Parmalat entities and former
         Parmalat management, in U.S. courts;

     (f) The U.S. Securities and Exchange Commission will likely
         serve a complaint against Parmalat; and

     (g) The Grand Court of the Cayman Islands rejected
         Parmalat's petition to revoke the provisional
         liquidators of Parmalat Capital Finance Ltd.  The Grand
         Court instructed the Liquidators to cooperate with Dr.
         Bondi.

              2003 Estimated Adjusted Financial Debt

Dr. Bondi reported the estimated adjusted financial debt of the
Parmalat Group from third party creditors at year's end:

     Loan                                      EUR4,182,000,000
        Italian Bank Loans                        2,254,000,000
        Foreign Bank Loans                        1,928,000,000

     Bonds and Private Placements                 9,480,000,000
     Others                                         827,000,000
                                              -----------------
     Total Gross Debt                            14,490,000,000

     Other liabilities related to derivatives       333,000,000
                                              -----------------
     Total gross debt and derivatives            14,823,000,000

        of which: guaranteed by Parmalat SpA      9,352,000,000
        of which: guaranteed by Finanziaria         939,000,000

     Estimated Adjustments                         (552,000,000)
                                              -----------------
     Total Est. Adjusted Financial Debt       EUR14,270,000,000
                                              =================

                Bondi to Present Plan in June 2004

Any restructuring plan for Parmalat, according to Dr. Bondi, will
be premised on the offering of new company shares in exchange for
the debts.  On the operation side, New Parmalat will cut key
product categories from 20 to seven in 2006, and core brands from
more than 120 to 30 in the same year.  New Parmalat will focus on
global leadership in liquid milk and stronger presence in the
fruit beverages and functional dairy market.  New Parmalat will
focus on 10 key countries in five continents.

According to the maximum time allowed by Italian law for each of
the main steps of the Extraordinary Administration procedure, a
restructuring plan could be represented by the end of September
2004 and be executed, if approved by the Minster, beginning in
2005.  However, Dr. Bondi said that a turnaround plan for
Parmalat may be finalized for approval by the Minister in June
2004.  On the basis of the work carried out so far and
notwithstanding the additional auditing, financial and legal work
required, Dr. Bondi said that a faster timetable is foreseeable
to accelerate the final stabilization of the Parmalat Group's
capital structure and maximize the timing of partial recovery of
creditor claims.

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


PARMALAT GROUP: Parma Court Establishes Claims-Filing Deadlines
---------------------------------------------------------------
The Italian Ministry of         |  Con decreto del Ministero
Production Activities has       |  delle Attivita Produttive le
issued decrees making the       |  Societa sottoelencate sono
companies listed below eligible |  state ammesse alla procedura
for the Extraordinary           |  di Amministrazione
Administration Proceedings for  |  Straordinaria delle grandi
Large Companies in Crisis       |  imprese in crisi (DL. 347
Conditions (Legislative Decree  |  del 23.12.2003) ed e stato
No. 347 of December 23, 2003)   |  nominato Commissario
and appointed Enrico Bondi      |  Straordinario il Dr. Enrico
Extraordinary Commissioner.     |  Bondi.
                                |
     The Court of Parma has     |       Con sentenze del
handed down decisions declaring |  Tribunale di Parma le
the companies listed below      |  societa sono state dichiarate
insolvent and naming Vittorio   |  insolventi nominando Giudice
Zanichelli Delegated Judge.     |  Delegato il Dr. Vittorio
The abovementioned decisions    |  Zanichelli; con dette
also provide the deadlines for  |  sentenze, come sottoelencato,
filing proofs of claim in       |  sono state fissate le date per
bankruptcy petitions and        |  il deposito delle domande di
verification of such claims.    |  insinuazione e per la verifica
These deadlines are shown       |  dei crediti.
below.                          |
                                |
     Each creditor may put      |       Ogni creditore potra fare
forth his/her claims by filing  |  valere le proprie ragioni di
exclusively with the Clerk of   |  credito mediante presentazione
the Court of Parma Address:     |  solo presso la

               Cancelleria del Tribunale di Parma
               P.le Corte d'Appello n.1
               43100 Parma-Italia

(by hand or by registered mail) |  (a mano o tramite
a proof of claim in bankruptcy  |  raccomandata), di domanda di
petition, written in Italian,   |  insinuazione redatta in lingua
together with supporting        |  italiana ed accompagnata
documents, which must also be   |  dai relativi documenti a
translated into Italian (each   |  supporto anch'essi tradotti
document individually under     |  in lingua italiana
penalty of rejection because    |  (documento per documento,
unusable).                      |  pena l'inutilizzabilita).

_______________________________________________________________
|               |                |             |                |
|               | Date of Decree |             | First          |
|               | Ruling         |  Deadline   | Hearing for    |
|    Company    | Eligibility    |  for Filing | Verification   |
|               | for            |  Proofs of  | of Liabilities |
|               | Extraordinary  |  Claim      |                |
|               | Administration |             |                |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Parmalat SpA  |   24 Dec 2003  | 20 Apr 2004 |   19 May 2004  |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Parmalat      |                |             |                |
| Finanziaria   |   30 Dec 2003  | 30 Apr 2004 |   26 May 2004  |
| SpA           |                |             |                |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Eurolat SpA   |   30 Dec 2003  | 05 May 2004 |   31 May 2004  |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Lactis SpA    |   30 Dec 2003  | 05 May 2004 |   04 Jun 2004  |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Parmatour SpA |   16 Jan 2004  | 15 May 2004 |   10 Jun 2004  |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Coloniale SpA |   16 Jan 2004  | 20 May 2004 |   11 Jun 2004  |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Hit SpA       |   28 Jan 2004  | 25 May 2004 |   23 Jun 2004  |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Hit           |   28 Jan 2004  | 25 May 2004 |   22 Jun 2004  |
| International |                |             |                |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Nuova Holding |   28 Jan 2004  | 25 May 2004 |   24 Jun 2004  |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Geslat Srl    |   09 Feb 2004  | 10 Jun 2004 |   02 Jul 2004  |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Parma         |   09 Feb 2004  | 10 Jun 2004 |   02 Jul 2004  |
| engineering   |                |             |                |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Contal Srl    |   09 Feb 2004  | 10 Jun 2004 |   06 Jul 2004  |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Parma Food    |                |             |                |
| Corporation   |   30 Jan 2004  | 03 Jun 2004 |   30 Jun 2004  |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Dairies       |                |             |                |
| Holding       |   30 Jan 2004  | 03 Jun 2004 |   28 Jun 2004  |
| International |                |             |                |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Parmalat      |                |             |                |
| Capital       |   30 Jan 2004  | 03 Jun 2004 |   29 June 2004 |
| Netherlands   |                |             |                |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Parmalat      |                |             |                |
| Finance       |   30 Jan 2004  | 03 Jun 2004 |   28 Jun 2004  |
| Corporation   |                |             |                |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Parmalat      |   30 Jan 2004  | 03 Jun 2004 |   29 Jun 2004  |
| Netherlands   |                |             |                |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Olex SA       |   30 Jan 2004  | 03 Jun 2004 |   01 Jul 2004  |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Parmalat      |   30 Jan 2004  | 03 Jun 2004 |   30 Jun 2004  |
| SOPARFI       |                |             |                |
|_______________|________________|_____________|________________|
|               |                |             |                |
| Eurofood IFSC |   09 Feb 2004  | 10 Jun 2004 |   07 July 2004 |
|_______________|________________|_____________|________________|

     Petitions for the          |       Le domande di ammissione
inclusion of claims by holders  |  al passivo dei portatori di
of debentures, bonds and notes  |  obbligazioni -- bondholders --
issued or guaranteed by         |  noteholders emesse o garantite
companies of the Parmalat Group |  da Societa appartenenti al
that are the subject of         |  Gruppo Parmalat assoggettate
Extraordinary Administration    |  a procedura di amministrazione
proceedings at the Court of     |  straordinaria, aperte presso
Parma may be filed by granting  |  il Tribunale di Parma,
special power of attorney to    |  potranno essere presentate
the petitioner's bank or by     |  conferendo apposito mandato
authorizing the bank to file    |  alla propria banca o
the petition or by filing the   |  conferendo alla propria banca
petition directly.  Specific    |  incarico per la presentazione
rules for filing such petitions |  della domanda oppure
are available at the website    |  direttamente.  Si rinvia in
listed below.                   |  proposito alle note
                                |  illustrative riportate nel
                                |  sotto indicato sito internet.
                                |
     The website:               |       Sul sito:

              http://web.ltt.it/tribunale/home.htm

contains information for        |       sono reperibili le
creditors and a facsimile of    |  informazioni per i creditori
the proof of claim in           |  nonche i fac simile della
bankruptcy petition.            |  domanda di insinuazione.

           Parmalat Publishes Claims Filing Procedures

     Parma, 19 March 2004 --    |       Parma, 19 marzo 2004 --
Parmalat Finanziaria SpA, in    |  Parmalat Finanziaria SpA in
Extraordinary Administration,   |  Amministrazione Straordinaria
communicates that an            |  comunica che il 20 marzo verra
advertisement will be published |  pubblicato su alcuni
on 20 March 2004 in a number of |  quotidiani l'avviso relativo
daily newspapers, setting out   |  alla procedura di insinuazione
the procedure for those wishing |  dei creditori allo stato
to register as creditors of     |  passivo delle Societa del
Parmalat Group companies in     |  Gruppo Parmalat in
Extraordinary Administration.   |  Amministrazione Straordinaria.

                 Parmalat Establishes Call Center

On Monday March 29, 2004, a telephone call center was operated
to provide creditors of the Parmalat Group with information
regarding procedures and deadlines for filing proofs of claim
against companies of the group.

It is essential that [creditors] file a proof of claim according
to the terms set out by the Parma Tribunal.

Full information in Italian and English is also available
for bondowners on the Internet at:

              http://web.ltt.it/tribunale/home.htm

     -- Bondowners Creditors:

        Creditors who are bondowners please phone Camilla Bianchi
        at the following numbers (24 hours):

        Italy: +39 02 847 44269
        London: +44 20 7236 0788
        New York: +1 212 809 2663
        Hong Kong: + 852 3527 0999

     -- Creditors Who are NOT Bondowners:
        (Suppliers and others who claim credits towards the
        Group)

        Creditors who are not bondowners please phone Monday to
        Friday -- 08:30 to 18:30 -- the following numbers:

        Within Italy: 800 977 933
        Outside Italy: + 39 0521 808 430
                       + 39 0521 808 428

Copies of the Parma Court's Insolvency Orders are available at no
extra charge at:

     Insolvency Order for Hit SpA:

        -- http://bankrupt.com/misc/IOHITSpa.pdf

     Insolvency Order for Hit International SpA:

        -- http://bankrupt.com/misc/IOHITInternational.pdf

     Insolvency Order for Nuova Holding SpA:

        -- http://bankrupt.com/misc/IONuovaHolding.pdf

     Insolvency Order for Geslat Srl:

        -- http://bankrupt.com/misc/IOGeslat.pdf

     Insolvency Order for Parmaengineering Srl:

        -- http://bankrupt.com/misc/IOParmaengineering.pdf

     Insolvency Order for Contal Srl:

        -- http://bankrupt.com/misc/IOContal.pdf

     Insolvency Order for Parma Food Corporation BV:

        -- http://bankrupt.com/misc/IOParmaFood.pdf

     Insolvency Order for Dairies Holding International BV:

        -- http://bankrupt.com/misc/IODaries.pdf

     Insolvency Order for Parmalat Capital Netherlands BV:

        -- http://bankrupt.com/misc/IOCapitalNetherlands.pdf

     Insolvency Order for Parmalat Finance Corporation BV:

        -- http://bankrupt.com/misc/IOFinance.pdf

     Insolvency Order for Parmalat Netherlands BV:

        -- http://bankrupt.com/misc/IONetherlands.pdf

     Insolvency Order for Olex SA:

        -- http://bankrupt.com/misc/IOOlex.pdf

     Insolvency Order for Parmalat Soparfi SA:

        -- http://bankrupt.com/misc/IOSoparfi.pdf

     Insolvency Order for Eurofood IFSC Limited:

        -- http://bankrupt.com/misc/IOEurofood.pdf

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


PENTHOUSE INTL: iBill Takes Part in Phoenix Forum from April 1-3
----------------------------------------------------------------
Penthouse International (OTCBB:PHSL), a diversified holding
company with operating subsidiaries in adult entertainment, real
estate and digital commerce, announced that its executives will
attend the Phoenix Forum as part of iBill's plan to reengage the
adult webmaster community. The Forum runs from April 1 to April 3.
More details on the Forum can be viewed by visiting
http://www.thephoenixforum.com/

"Our prior ownership's business plan for iBill was to diversify
its client base away from adult transaction processing," said
Cathy Beardsley, Senior Vice President of Marketing. "Our current
ownership will aggressively market and develop products to grow
this segment."

iBill is a subsidiary of Penthouse International, Inc., which also
owns another subsidiary, General Media, Inc., and certain real
estate investments. General Media and subsidiaries, currently
debtors in a Chapter 11 bankruptcy, own and operate Penthouse
Magazine and other publications and license adult entertainment
venues centered on the PENTHOUSE brand.

Audited by Deloitte and Touche as part of the consolidated
financial statements of iBill's former parent, InterCept, Inc.,
iBill reported revenues of $38 million and EBITDA of $5.7 million
for the year ending December 31, 2003. On a pro forma basis, had
iBill been consolidated with Penthouse for the full fiscal year
ended December 31, 2003, Penthouse consolidated revenue would have
increased by approximately 197%. As a result of this acquisition,
Penthouse expects to realize an increase in shareholders' equity
of approximately $23.5 million, or $0.09 per share. iBill's
financial results will be consolidated into Penthouse in the first
quarter of 2004.

iBill has no corporate or bank debt outstanding. iBill and
Penthouse International's real estate assets are unaffected by the
current reorganization of General Media and subsidiaries. General
Media has recently proposed an amended plan of reorganization to
enable it to retain its PENTHOUSE assets and operations; which
plan is subject to creditor and Bankruptcy Court approval. For
more information about iBill, visit http://www.ibill.com/

            About Penthouse International, Inc.

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

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


PG&E NAT'L: Gets Go-Ahead to Transfer Lake Road & La Loma Projects
------------------------------------------------------------------
National Energy & Gas Transmission, Inc. (formerly PG&E National
Energy Group Inc.) indirectly and wholly owns the Lake Road and La
Paloma generating facilities through non-Debtor subsidiaries.
Lake Road and La Paloma are project-financed, gas-fired electric
generating plants.  The Lake Road Project, located in Killingly,
Connecticut, went into commercial operation in May 2002, while the
La Paloma Project, located in Kern County, California, went into
commercial operation in March 2003.

Construction costs on the Lake Road Project amounting to
$467,000,000, and on the La Paloma Project amounting to
$768,000,000, were to be funded by a syndicate of lenders led by
Citibank, N.A., as administrative agent.  NEG agreed in April
2001 to guarantee the full amount of the indebtedness due to the
Lake Road Project's and La Paloma Project's secured creditors,
subject to a defined cap.

The Projects feature a synthetic lease structure designed to
ensure beneficial tax and accounting treatments.  The Projects
are each owned by separate Delaware statutory trusts organized
for the benefit of investors in the trusts and which lease the
assets to the Lake Road and La Paloma entity.  In accordance with
this arrangement, Lake Road Trust, Ltd., the current owner of the
Lake Road Project, leases the facility to Lake Road Generating
Company, LP.  Likewise, the La Paloma Project is currently owned
by La Paloma Generating Trust, Ltd. and managed pursuant to an
agency arrangement by La Paloma Generating Company, LLC.  In
2002, Lake Road Generating purchased the beneficial interests in
the Lake Road Trust.  The La Paloma investors continue as the
beneficiaries of the La Paloma Trust.

Following the downgrade of NEG's credit rating in 2002, NEG
announced that it would no longer be able to fulfill its
obligations to guarantee the Projects' debts.  Subject to the
caps, the debts total $624,000,000 as of the Petition Date --
$239,000,000 relating to the Lake Road Project and $385,000,000
relating to the La Paloma Project.  In effect, NEG determined
that given its scarce cash resources, it would not spend further
on the Projects.  As of December 4, 2002, the parties entered
into restructuring agreements with their lending syndicates, led
by Citibank.  In connection with the Restructuring Agreement,
certain lenders lent additional funds to:

   (a) complete construction at the La Paloma Project; and

   (b) provide additional working capital to the La Paloma
       Parties and Lake Road Parties.

On account of the extension of credit, the existing lenders
consented to new funds having priority in payment and collateral
over the existing debt.

The Restructuring Agreements require the Projects to be
transferred to the lenders or their designees by July 30, 2004.
While no transfer has occurred, NEG worked with Citibank to
implement asset management and operation services contracts with
third parties in anticipation of the transfers.  Prior to or in
connection with the transfers, the agreements pursuant to which
an affiliate of NEG provides operation and management service for
the Projects will terminate.

                     The Proposed Transfers

With respect to the Lake Road Project, National Energy Generating
Company, LLC, owns 100% of Black Hawk III Power Corporation.
Black Hawk, in turn, owns 100% of Peach IV Power, LLC -- a
disregarded entity for Federal income tax purposes.  Black Hawk
and Peach IV together own 100% of the partnership interests in
Lake Road Generating -- also a disregarded entity for Federal
income tax purposes.

With respect to the La Paloma Project, National Energy Generating
Company owns 100% of the National Energy Generating Holdings,
Inc. stock.  NEG Holdings owns 100% of the membership interests
in La Paloma Power, LLC -- a disregarded entity for Federal
income tax purposes.

Pursuant to the transfer agreements between La Paloma Power,
Black Hawk, Peach IV, NEG Holdings, and the Lenders or their
designees, the equity interests in Lake Road Generating and La
Paloma Generating will be transferred to Lenders or their
designees.  The outstanding project loans will continue in effect
as the Project Companies' obligations, secured by the same
project collateral.

                         The Stipulation

In connection with the transfer of the Projects, NEG entered into
a stipulation with the Official Committee of Unsecured Creditors,
the Official Noteholders Committee, and Citibank.  The key terms
of the Stipulation are:

   (a) Transfer of the Projects

         (i) NEG will cause each of the Transferring Entities to
             transfer their interests in the Projects to Citibank
             or to the designees as soon as practicable;

        (ii) NEG will cooperate with Citibank and its consultants
             in connection with all reasonable requests with
             respect to the management and operation of the
             Projects and the transfer by the Transferring
             Entities of their interests in the Projects, and
             will use its best efforts to structure the transfers
             so that any loss or deduction arising from the
             transfers will be ordinary in nature; and

       (iii) NEG and the Project Companies will cooperate with
             Citibank in resolving claims held by NEG, its non-
             Debtor subsidiaries, or the Energy Trading Debtors
             against La Paloma Generating and the Lake Road
             Entities, if any, and asserting claims held by La
             Paloma Generating and the Lake Road Entities against
             the ET Debtors, including, without limitation:

             -- agreeing that any settlement of the claims will
                be subject to Citibank's consent; and

             -- providing Citibank with any information necessary
                or desirable to evaluate the claims.

             NEG and the Project Companies will use their best
             efforts to resolve all claims, and NEG will use its
             best efforts to cause the ET Debtors to resolve all
             the claims.  The Court will resolve any claims that
             the parties cannot consensually resolve, unless the
             underlying documentation giving rise to the claims
             provide otherwise and the parties to the
             documentation do not consent to the claims
             resolution by the Court;

   (b) Project Guarantee Claims

         (i) The Plan will include a provision providing that
             Citibank under the credit facilities will have
             allowed claims, including without limitation, for
             voting purposes, assigned as Project Guarantee
             Claims arising under:

             -- the Lake Road Guarantee amounting $238,908,487;
                and

             -- the La Paloma Guarantee amounting to
                $385,001,291.

             Additionally, the Plan will provide that the Allowed
             Claims are not subject to set-off, recoupment,
             subordination, recharacterization, or counterclaim;

        (ii) The Plan will include a provision providing that:

             -- any party-in-interest, other than the parties to
                the Stipulation, will be permitted to object to
                the Project Guarantee Claim by filing an
                objection within 30 days after the Plan Effective
                Date solely on the basis that Citibank will
                receive an aggregate recovery from all sources in
                excess of the amounts outstanding under the
                Credit Facilities and related documents, as
                determined by the Court;

             -- any objection must be accompanied by a qualified
                appraisal;

             -- in connection with any objection, the value of
                each Project will be determined as of the earlier
                of the Plan Effective Date and the date the
                Project is transferred to the Lenders or their
                designee;

             -- a hearing on any objection will be held within 30
                days of the filing of the objection, but no
                earlier than the first day after the Plan
                Effective Date; and

             -- before any hearing, any distributions made under
                the Plan will be made on account of the portion
                of the Project Guarantee Claim not in dispute
                pursuant to the objection;

   (c) Related Plan Provisions

       The Plan will include provisions providing for the consent
       of holders of the Project Guarantee Claims that actually
       receive distributions to NEG's entitlement to claim all
       tax benefits from the Project losses, other disposition
       losses, net operating losses, or other favorable tax
       attributes of any member of the NEG group.  This provision
       does not apply to losses or other tax attributes generated
       by a Project after the Project has been transferred out of
       the NEG group; and

   (d) Other Provisions

         (i) The parties waive any claim with respect to all
             prepetition expense deposits made to or for the
             benefit of Citibank.  Citibank will be entitled to
             keep the full amount of the deposits, provided that
             Citibank will agree to return the unused portion, if
             any, of the expense deposits to NEG on the Plan
             Effective Date; and

        (ii) Subject to compliance with applicable law, all
             parties waive the right to seek a modification of
             the Stipulation without the other parties' written
             consent, and NEG and the Creditors Committee will
             not take any action to delay the transfer of the
             Projects.

For more than a year, NEG has been unable to fulfill its
obligations under the guarantees for the Projects.  As a result,
the Lenders have or will have the right to foreclose on the
Projects.  NEG also notes that the ownership of the Projects is
inconsistent with its future business and reorganization
strategy.  Based on NEG's knowledge and business judgment, its
indirect interest in the Projects is not worth protecting and
retaining for its estate.  NEG believes that it is in the best
interests of all parties to transfer its interests in the
Projects in lieu of foreclosure.  The Transfer Agreements would
ensure the transfer of the Projects on terms acceptable to all
parties, thereby preserving value for the estate.

Consequently, the Court approves the stipulation and authorizes
NEG to transfer the Projects.

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)


PLAINS ALL AMERICAN: Acquiring Link Energy's Crude Oil Business
---------------------------------------------------------------
Plains All American Pipeline, L.P. (NYSE: PAA) signed a definitive
agreement to acquire all of the North American crude oil and
pipeline operations of Link Energy LLC.  The Link Crude Oil
Business consists of approximately 7,000 miles of active crude oil
pipeline and gathering systems, over 10 million barrels of crude
oil storage capacity, a fleet of approximately 200 owned or leased
trucks and approximately 2 million barrels of crude oil linefill
and working inventory.

Under the terms of the agreement, PAA will make a cash payment to
Link of approximately $273 million and assume certain liabilities,
obligations and commitments related to the assets and business
activities.  In addition, PAA will assume approximately $49
million of liabilities and net working capital items, and expects
to incur approximately $8 million of third-party transaction,
closing and integration costs and other items.  Accordingly, the
aggregate purchase price for the transaction is estimated to be
approximately $330 million.  The Partnership has received the
appropriate regulatory approvals and expects to close the
transaction on April 1, 2004.

"The acquisition of the Link Crude Oil Business is a tremendous
opportunity for our Partnership," said Greg L. Armstrong, Chairman
& Chief Executive Officer of Plains All American.  "The Link
assets are complementary to our assets in West Texas and along the
Gulf Coast.  Additionally, this acquisition meaningfully expands
our footprint in the Rocky Mountain and Oklahoma/Kansas regions."

"Due to the significant overlap of administrative and back office
expenses, we believe that we can capture annual cost savings and
commercial synergies in the range of $20 million to $30 million
within the first eighteen months after the acquisition is
completed," said Armstrong.  "These cost savings have been
specifically identified and include items such as personnel
reductions, insurance, professional fees for accounting and legal
services and duplicative public company costs.  In addition, we
expect to generate commercial synergies due to the complementary
nature of the assets.  The nature of these cost savings and
synergies gives us a high level of confidence in the timing and
amount of the savings."

Armstrong noted that of the $330 million purchase price,
approximately $304 million will be funded at, or within nine
months after, closing.  In addition, the Partnership expects to
spend another $24 million on items that will not be included in
the initial purchase price as determined in accordance with
generally accepted accounting principles.  These items include
non-capitalized integration expenses, one-time capital
expenditures to bring certain of the assets up to PAA's operating
specifications and costs to comply with certain regulatory
requirements.  All of the $24 million will be incurred in the
first year of the acquisition.  Accordingly, the Partnership's
near-term funding requirements for the transaction approximate
$328 million.

Armstrong stated that, once fully integrated, the transaction is
expected to be accretive to the Partnership's distribution
capacity by approximately $0.15 per unit to as much as $0.30 per
unit.  Armstrong also noted that the initial six-month's
contribution from these assets will be suppressed as a result of
integration expenses and regulatory compliance expenses that the
Partnership expects to spend before September 30, 2004.  "Although
such activities will likely have an adverse impact on near-term
operating results, these expenditures will help ensure that these
assets are in compliance with various regulatory requirements and
that our operations will be effectively integrated and positioned
to capture our targeted synergies," said Armstrong.

"To accommodate the acquisition and provide additional financial
flexibility for our expanded operations, we have obtained
underwritten financing commitments on a new $200 million 364-day
credit facility that contains a twelve month term out option at
the end of the primary term," said Phil Kramer, Executive Vice
President and CFO of Plains All American.  "We have an established
financial growth strategy and a very disciplined approach to
financing acquisitions, which calls for PAA to fund large
acquisitions with at least 50% equity.  Given our desire to
maintain our strong credit profile and positive credit momentum,
we intend to fund this acquisition with approximately 60% equity,
or approximately $197 million."

"In conjunction with this acquisition, we have secured an equity
commitment from a group of institutional investors for the private
placement of $100 million of Plains All American's Class C Common
Units," continued Kramer.  "The investors participating in the
offering are affiliates of Kayne Anderson Capital Advisors, Vulcan
Capital and Tortoise Capital Advisors.  We are extremely pleased
with the involvement of these investors, who represent long-time
supporters of the Partnership as well as newcomers to the PAA
story. We expect to close the private placement shortly after the
closing of the Link acquisition."

"With a large portion of our equity funding in place, we believe
that we have significantly reduced the equity refinancing risk
that would normally be associated with a transaction of this
size," said Kramer.  "Essentially, we will have raised over 60% of
the equity capital that we would normally raise pursuant to our
financial growth strategy at, or very near, the closing of this
transaction."  Kramer noted that the Partnership will look to
complete the equity financing component of the transaction by
accessing the public equity market over the next several months,
and intends to monitor the long-term debt markets for potential
refinancing opportunities.

The Class C Common Units, like the Partnership's Class B Common
Units, are unlisted securities that are pari passu in voting and
distribution rights with the Partnership's publicly traded Common
Units.  The Class C Units are convertible into Common Units upon
approval by the holders of a majority of the Common Units.
Beginning six months from the closing of the private placement,
the Class C Unitholders may request that the Partnership call a
meeting of its Common Unitholders to consider approval of the
conversion of the Class C Units into Common Units.  If the
approval of the conversion is not obtained within 120 days of the
request, the Class C Unitholders will be entitled to receive
distributions, on a per unit basis, equal to 110% of the
amount of distributions paid on a Common Unit.  If the approval of
the conversion is not secured within 90 days after the end of the
120-day period, the distribution right increases to 115%.

As part of the transaction, Link and Texas-New Mexico Pipe Line
Company have agreed to settle outstanding litigation between the
two parties.  The settlement agreement will become effective
simultaneously with the Partnership's purchase of assets from
Link.  Tex-New Mex and PAA have entered into a separate agreement
that establishes a definitive cost sharing arrangement for
existing and future remediation obligations related to certain
of Link's assets, which will be performed by Plains All American
as the operator of these assets.

Simmons & Company International served as exclusive financial
advisor to Plains All American in connection with the acquisition.
Vinson & Elkins L.L.P. served as the Partnership's legal counsel
in connection with the acquisition as well as the private
placement of the Class C Common Units.

Plains All American Pipeline, L.P. (S&P, BB+ Senior Unsecured
Rating, Positive) is engaged in interstate and intrastate
crude oil transportation, and crude oil gathering, marketing,
terminalling and storage, as well as the marketing and storage of
liquefied petroleum gas and other petroleum products, primarily in
Texas, California, Oklahoma, Louisiana and the Canadian Provinces
of Alberta and Saskatchewan.  The Partnership's common units are
traded on the New York Stock Exchange under the symbol "PAA". The
Partnership is headquartered in Houston, Texas.


QWEST COMMUNICATIONS: Director Craig R. Barrett Resigns
-------------------------------------------------------
Qwest Communications International Inc. announced the resignation
of Craig R. Barrett as a director of the company, effective March
31, 2004. Mr. Barrett, the chief executive officer of Intel
Corporation, had been a director of Qwest and its predecessor, U S
WEST, Inc., since 1998.

Mr. Barrett became Intel Corporation's fourth president in May of
1997, and chief executive officer in 1998. He was elected to
Intel's Board of Directors in 1992. He began his tenure at Intel
as a Technology Development manager in 1974. Prior to joining
Intel, he was an Associate Professor at Stanford University in the
Department of Materials Science and Engineering. Mr. Barrett said,
"For personal reasons I find it necessary to leave the Qwest
Board, but I am very comfortable with the current strategy and
leadership of Dick Notebaert. Dick and his management team have
done a strong job helping Qwest recover from the depths of the
telecom recession."

Dick Notebaert, Qwest chairman and CEO, said, "I want to thank
Craig for his service on the Qwest Board. His efforts and insights
have assisted us greatly in achieving our goals."

Effective April 1, 2004, Charles L. Biggs, retired senior partner
in Deloitte Consulting, and K. Dane Brooksher, chairman and chief
executive officer of ProLogis, join Qwest's board. Biggs and
Brooksher will serve on the board's audit committee.

                        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/


ROLLER BEARING: S&P Cuts Rating to B & Revises Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Roller Bearing Co. of America Inc. (RBC) to 'B' from
'B+'. Standard & Poor's also lowered its rating on the $110
million senior subordinated notes due 2007 to 'CCC+' from 'B-'. At
the same time, Standard & Poor's revised the outlook to stable
from negative.

The Fairfield, Connecticut-based manufacturer had total debt
(including senior discount debentures at the parent holding
company and the present value of operating leases) of about $236
million at Dec. 27, 2003.

"The downgrade is due to a highly leveraged capital structure,
weak cash flow generation, and expectations that credit measures
will be slow to improve," said Standard & Poor's credit analyst
Heather Henyon.

The outlook incorporates the expectation that the company will
extend maturities in the next two to three months.

RBC manufactures and distributes precision bearing products to the
cyclical diversified industrial, aerospace, and defense end-
markets. Products are highly engineered and are certified for more
than 20,000 industrial and aerospace applications, resulting in a
wide range of customers -- about 6,000--and diverse end-markets.

RBC expects to finance future fold-in acquisitions with cash flow
from operations. However, debt-financed acquisitions are possible,
which could add to the company's already leveraged credit profile.

In the intermediate term, Standard & Poor's expects total debt to
EBITDA to average around 5x-6x and EBITDA to interest coverage in
the 2x area.


SMITHFIELD FOODS: Receives Regulatory Approval to Sell Schneider
----------------------------------------------------------------
Smithfield Foods, Inc. (NYSE: SFD) confirmed that Maple Leaf
Foods, Inc. has received a no-action letter from the Canadian
Competition Bureau regarding Maple Leaf's proposed acquisition of
Schneider Corporation, Smithfield's Canadian pork processing
operation based in Kitchner, Ontario.  As a result, all material
conditions required to close have been met.  Smithfield expects
the sale of Schneider to close early in April for a purchase price
of approximately $378 million, subject to closing adjustments,
including the assumption of the company's outstanding debt.  Net
proceeds from the sale will be used to repay the bridge loan that
Smithfield used to finance its acquisition of Farmland Foods in
October 2003.

With annualized sales of $9 billion, Smithfield Foods (S&P, BB+
Corporate Credit  Rating, Negative) is the leading processor and
marketer of fresh pork and processed meats in the United States,
as well as the largest producer of hogs.  For more information,
please visit http://www.smithfieldfoods.com/


SOLUTIA: Retiree Panel Gets OK to Retain Spencer & Haskell Firms
----------------------------------------------------------------
The proposed committee of retirees appointed in the Chapter 11
cases of Solutia, Inc. and its debtor-affiliates sought and
obtained Court authority to retain Spencer Fane Britt Browne LLP
and Haskell, Slaughter, Young & Young & Rediker, LLC as its
counsel, nunc pro tunc to January 9, 2004.

About 9,800 retirees and 9,700 of their spouses and dependents,
receive health, life and disability benefits pursuant to plans
maintained by the Debtors prior to the Petition Date.  These
health, life and disability benefits constitute "retiree
benefits" for the purpose of Section 1114 of the Bankruptcy Code.
The Proposed Official Committee of Retirees will be vested with
rights, powers and duties of committees appointed under Sections
1102 and 1103 of the Bankruptcy Code, including the ability to
retain legal counsel with Court approval.

The Retiree Committee selects Spencer, with the assistance
of Haskell, to represent them in the Debtors' Chapter 11 cases
and related contested matters and adversary proceedings as may be
required.  Spencer and Haskell were consulted regarding the
formation of the Retiree Committee on January 9, 2004.

Spencer is a regional law firm with more than 120 attorneys.  The
firm has a prominent employment and benefits practice, which will
bring specialized knowledge and experience to retiree benefits
issues in the Debtors' cases.  Daniel D. Doyle and Nicholas A.
Franke, from Spencer's St. Louis office, will be primarily
involved in the representation.

Haskell is a mid-sized firm with an office in New York City.
Donald L. Rickertsen will be the Haskell professional primarily
involved in the representation.  Mr. Rickertsen represented the
Official Committee of Retirees in the Eastern Airlines bankruptcy
case.

Spencer and Haskell have agreed to represent the Retiree
Committee without a retainer and on an hourly basis with
reimbursement of expenses.  The professionals expected to be
primarily involved in the representation are charged at the same
rates in both bankruptcy and non-bankruptcy matters, ranging
between $150 and $275 per hour.

The Retiree Committee obtained the Court's nod to include
Spencer's and Haskell's allowed fees and expenses in any "Carve-
out" provided for professionals in the Debtors' postpetition
financing, on terms at least as favorable as those provided to the
counsel for the Creditors Committee and in a maximum amount not
less than $1,000,000 each for Spencer and Haskell.

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)


SOUTHWEST RECREATIONAL: Taps Alston & Bird as Bankruptcy Counsel
----------------------------------------------------------------
Southwest Recreational Industries, Inc., and its debtor-affiliates
are hiring Alston & Bird LLP as their counsel in these chapter 11
cases.

The Debtors tell the U.S. Bankruptcy Court for the Northern
District of Georgia, Rome Division, that the principal attorneys
and paralegals presently designated to represent them and their
standard hourly rates are:

         Professional's Name        Billing Rate
         -------------------        ------------
         Matthew W. Levin           $475 per hour
         Mark I. Duedall            $420 per hour
         Jennifer M. Meyerowitz     $295 per hour
         Nicole Williams            $200 per hour
         Joanne Price               $130 per hour

The Debtors expect Alston & Bird's services to include:

   a) assisting the Debtors in the preparation of their
      schedules, statement s of affairs, and the periodic
      financial reports required by the Bankruptcy Code, the
      Bankruptcy Rules or any order of this Court;

   b) assisting the Debtors in consultations, negotiations and
      all other dealings with creditors, equity security holders
      and other parties in interest concerning the
      administration of these cases;

   c) preparing pleadings, conducting investigations and making
      court appearances incidental to the administration of the
      Debtors' estates;

   d) advising the Debtors of their rights, duties and
      obligations under the Bankruptcy Code, Bankruptcy Rules,
      Local Rules and Orders of this Court;

   e) assisting the Debtors in the development and formulation
      of a plan and/or other means to maximize value to their
      estates, including the preparation of a plan, disclosure
      statement and any related documents for submission to this
      Court and to the Debtors' creditors, equity holders, and
      other parties in interest;

   f) advising and assisting the Debtors with respect to
      litigation;

   g) rendering corporate and other legal advice and performing
      all those legal services necessary and proper to the
      functioning of the Debtors during the pendency of these
      cases; and

   h) taking any and all necessary actions in the interest of
      the Debtors and their estates incident to the proper
      representation of the Debtors in the administration of
      these cases.

Headquartered in Leander, Texas, Southwest Recreational
Industries, Inc. -- http://www.srisports.com/-- designs,
manufactures, builds and installs stadium and arena running tracks
for schools, colleges, universities, and sport centers.  The
company filed for chapter 11 protection on February 13, 2004
(Bankr. N.D. Ga. Case No. 04-40656).  Jennifer Meir
Meyerowitz, Esq., Mark I. Duedall, Esq., and Matthew W. Levin,
Esq., at Alston & Bird, LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, they listed $101,919,000 in total assets and
$88,052,000 in total debts.


SPECTRUM SCIENCES: Anticipates Being Debt-Free Within 2nd Quarter
-----------------------------------------------------------------
Spectrum Sciences & Software, Inc. (OTC Bulletin Board: SPSC),
announced that it has generated significant cash reserves to allow
the Company to completely eliminate its outstanding unsecured debt
within the second quarter of 2004.

Spectrum has been consistently reducing its debt through a
combination of pay downs and restructuring agreements executed
with its principal lender, SouthTrust Bank. In the most recent
restructuring announced in December 2003, the bank agreed to
extend the terms on approximately $1.7 million of debt, thereby
reclassifying the obligation as long term, a more favorable
structure.

Spectrum continues to remain current with its obligations, as well
as maintaining its aggressive cost-control program. The Company
now has sufficient cash to eliminate all unsecured debt. This
development, along with the board's approved sale of its 91 Hill
Avenue facility, places the Company in a very strong financial
position. Should it decide to do so, Spectrum could be debt free
in the second quarter or sooner.

"This announcement is a major milestone for Spectrum," commented
William Ham, Spectrum's President and CEO. "We recently outlined
our Strategic Initiatives for 2004 with the number one goal being
continued financial success. The much improved financial situation
is made possible through the dedication of our employees and the
sound financial management practices of our Chief Financial
Officer, Nancy Gontarek."

Ms. Gontarek stated, "We will now decide optimum utilization and
allocation of our corporate resources in order to provide superior
shareholder value. Upon the Board of Director's approval, we
anticipate a payment in the next few days to SouthTrust Bank of
approximately $371,250 against our priority notes. This payment
will eliminate 80% of the balance of those unsecured notes. The
Company also anticipates accelerating the payments on several
other outstanding notes while holding some monies in reserve to
smooth out monthly cash flow issues and for new acquisitions." She
went on to state, "We have overcome some financial challenges and
are confident that our positive momentum will carry on into the
future."

Additionally, Spectrum Sciences and its new "Safe-Borders" program
were featured in a front-page article by "Defense Today"
newspaper. The article written by Richard Mullen stated, "the
Department of Homeland Security (DHS) and other federal agencies,
want to get their hands on the product, and it's not even finished
yet." Dave Heikkinen, Spectrum's Director of Information
Technology, stated in the article, "Lots of people are interested
in it right now," for a copy of the article, please contact Steve
Cook at 1-800-368-5278 or steve.cook@specsci.com. The "Safe-
Borders" program had an enormously successful debut at the
government's FOSE show in Washington D.C. last week.

About Spectrum Sciences & Software Holdings Corp.

Spectrum Sciences & Software Holdings Corp. -- whose September 30,
2003 balance sheet shows a total shareholders' deficit of
$1,039,676 -- is highly focused on Homeland Security through the
provision of full-service, quality solutions to complex and
diverse government initiatives. Spectrum is dedicated to providing
innovative, dependable and cost-effective products and services to
a broad range of government customers and is headquartered in Fort
Walton Beach, Florida. Founded in 1982, the company currently has
over 130 employees. Primary markets include engineering services,
operation, maintenance, information technology and manufacturing.
Spectrum provides and maintains Software Model Development and
Safety Footprint Development to the United States Air Force, the
United States Army, the United States Navy and many of our allied
nations. Spectrum also operates and manages the largest air-to-
ground bombing range in the United States, located in Gila Bend,
Arizona. The Information Technology Division provides a full range
of IT services including web site development and hosting,
software development and GIS services. The company's manufacturing
division is ISO 9001/2000-qualified and provides a broad array of
services for both commercial and Department of Defense customers.
The company has, or has had, contracts with the United States Air
Force, including the Air Combat Command (ACC), the Air Force
Reserve Command (AFRC); the Air Force Special Operations Command
(AFSOC); the Air National Guard (ANG); the Department of Navy,
including United States Navy (USN); United States Marine Corps
(USMC); the Royal Australian Air Force (RAAF); the Royal Air Force
(RAF) and the German Air Force (GAF). To find out more about
Spectrum, visit its website at http://www.specsci.com/


SPIEGEL GROUP: Unsecured Panel Retains P.J. Solomon as Banker
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of the Spiegel Group debtors seeks the Court's
authority to retain Peter J. Solomon Company L.P. as its
investment banker, nunc pro tunc to October 21, 2003.

P.J. Solomon was established in 1989 as an independent firm
providing strategic and financial advisory services in large-sale
corporate restructuring transactions.  P.J. Solomon is a limited
partnership primarily owned and controlled by members of the
firm.  P.J. Solomon currently has 45 employees.

The Committee believes that P.J. Solomon is well qualified to act
as its investment banker.  P.J. Solomon's restructuring group has
represented a diverse group of debtors, bondholders, creditors
committees, single classes of creditors and secured creditors.
P.J. Solomon has extensive and diverse experience, restructuring
expertise and an excellent reputation in the restructuring field,
as well as an understanding of the complex issues involved in
Chapter 11 cases.

The Committee expects P.J. Solomon to render financial advisory
and investment banking services as requested by the Committee
throughout the course of the Debtors' Chapter 11 cases.
Specifically, P.J. Solomon will:

   (a) assist the Committee in assessing the operating and
       financial performance of and strategies for Spiegel;

   (b) review and analyze the business plan and financial
       projections prepared by the Company including, but not
       limited to, testing assumptions and comparing those
       assumptions to historical Company and industry trends;

   (c) advise the Committee in evaluating the valuation of the
       Company and its assets including valuations proposed by
       any interested party and provide expert testimony
       relating to such valuation, if required;

   (d) assist the Committee in evaluating the Company's assets
       and liabilities;

   (e) assist the Committee in developing, evaluating,
       structuring, negotiating and completing a proposed
       Chapter 11 plan;

   (f) assist and participate in negotiations on behalf of the
       Committee with the Company or any constituency involved in
       the Debtors' Chapter 11 case;

   (g) prepare periodic reports as requested by the Committee
       regarding the relevant operating, financial and other
       matters related to the Debtors' Chapter 11 case;

   (h) participate in hearings before the Court with respect to
       the matters upon which the firm has provided advice,
       including with regard to recoveries by creditors and
       equity holders under any proposed reorganization plan;

   (i) assist the Committee in evaluating the Company's proposed
       sale of Newport News, Inc., including the related sales
       processes; and

   (j) advise the Committee regarding a possible transaction or
       series or combination of related transactions, wherein
       control of or a material interest in the securities,
       assets or business of the Company is acquired by or
       combined with any entity through a sale or exchange of
       capital stock or assets, a lease, a merger, a tender or
       exchange offer, a leveraged buy-out, a minority
       investment, the formation of a joint venture, or any other
       business combination or similar transaction including a
       Sale Transaction under Section 363 of the Bankruptcy Code.

Pursuant to the parties' Engagement Letter, P.J. Solomon will be
compensated through:

   (A) A monthly advisory fee equal to $135,000 per month -- for
       the first five months -- and $100,000 per month -- after
       the first five months;

   (B) Upon consummation of a Reorganization, a $1,500,000
       Reorganization Fee;

   (C) Upon consummation of a Sale Transaction, a Sale
       Transaction Fee equal to:

         (i) in the case of a Sale Transaction involving all or
             substantially all of the assets of the Company in
             one or more transactions to Dr. Michael Otto, or any
             of his family members, or any entity that is an
             affiliate of one or more of the members of the Otto
             Family, the Sale Transaction Fee will be:

             -- in the case where the Otto Family makes an
                initial proposal that provides the Unsecured
                Creditors with a recovery of 100% of the total
                prepetition unsecured claims of the Company, the
                Sale Transaction Fee will be zero;

             -- in the case where the Otto Family makes an
                initial proposal that provides the Unsecured
                Creditors with a recovery of less than 100% of
                the total prepetition unsecured claims of the
                Company, the Sale Transaction Fee will be
                $1,000,000;

             -- in the case where the Otto Family makes an
                initial proposal that is not accepted by the
                Committee, the Sale Transaction Fee will be
                $1,000,000 plus an incentive fee equal to the
                difference between:

                * the sum of 0.50% of Aggregate Consideration
                  that is greater than $500,000,000 and less than
                  $700,000,000 plus 0.75% of the Aggregate
                  Consideration that is greater than
                  $700,000,000; and

                * the aggregate Monthly Fees paid to P.J.
                  Solomon;

        (ii) in the case of a Sale Transaction involving all or
             substantially all of the assets of the Company in
             one or more transactions to any entity other than
             the Otto Family, an Otto Affiliate or an Otto-
             affiliated Person, the Sale Transaction Fee will be
             $1,000,000 plus the Incentive Fee;

       (iii) in the case of a Sale Transaction of a portion of
             the assets of the Company constituting a business
             unit, the Sale Transaction Fee will be equal to the
             difference between 1.50% of the Aggregate
             Consideration and the aggregate Monthly Fees paid to
             P.J. Solomon;

   (D) If P.J. Solomon receives a Sale Transaction Fee, except in
       the case of a sale transaction of portion of the assets
       constituting a business unit, the firm will not be
       entitled to receive a Reorganization Fee.  However, if
       P.J. Solomon receives a Sale Transaction Fee in the case
       of a sale of assets constituting a business unit, the firm
       may be entitled to a Reorganization Fee; and

   (E) In no event will the total fees paid to P.J. Solomon
       exceed $8,000,000.

In addition to any fees payable to the firm, the Debtors will
reimburse P.J. Solomon for its reasonable out-of-pocket expenses
incurred.

The Engagement Letter provides that the Debtors will indemnify,
hold harmless and defend P.J. Solomon under certain
circumstances.

Jeffrey A. Hornstein of P.J. Solomon assures the Court that the
firm does not have any connection with the Debtors, their
estates, or any other party-in-interest.  Furthermore, P.J.
Solomon is a "disinterested person," as that term is defined in
Section 101(14) of the Bankruptcy Code.  The firm also does not
hold or represent any interest adverse to the Debtors'
estates or creditors.

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)


STOLT OFFSHORE: Shareholders to Meet on May 27 in Luxembourg
------------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO)
announced that its annual meeting of shareholders will be held on
Thursday, May 27, 2004 at 3:00 p.m. local time at the offices of
Services Generaux de Gestion S.A., 23, avenue Monterey, L-2086
Luxembourg. All shareholders of record as of April 6, 2004 will be
entitled to vote at the meeting.

Stolt Offshore is a leading offshore contractor to the oil and gas
industry, specialising in technologically sophisticated deepwater
engineering, flowline and pipeline lay, construction, inspection
and maintenance services. The Company operates in Europe, the
Middle East, West Africa, Asia Pacific, and the Americas.

                     *    *    *

As reported in Troubled Company Reporter's January 2, 2004
edition, Stolt Offshore S.A. obtained an extension from
December 15, 2003 until April 30, 2004 of the waiver of banking
covenants.

Stolt Offshore continues discussions with its lenders towards a
long-term agreement.


SYBRON DENTAL: S&P Ups Corporate Credit Rating Two Notches to BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit and
senior secured ratings on Sybron Dental Specialties Inc. to 'BB+'
from 'BB-', and its subordinated debt rating to 'BB-' from 'B'.
The outlook is stable.

"The rating action reflects Sybron's operating success as a
standalone entity, as evidenced by the company's progress in
reducing leverage and its improving credit profile since its spin-
off from Apogent Technologies Inc. in late 2000," said Standard &
Poor's credit analyst Jordan C. Grant.

The speculative-grade ratings on Sybron reflect the challenges the
company faces in operating an expanding business while shouldering
debt associated with its spin-off. These factors are offset by the
company's position as a leading manufacturer of professional
dental products.

Orange, California-based Sybron, through its subsidiaries Kerr
Corp., Ormco Corp. and Metrex Research Corp., maintains a leading
position in the global dental products market, anchored by
consumable products such as orthodontic appliances, dental
composites and impression materials. Consumable products account
for more than 90% of Sybron's revenues, and dentists' repeat use
of these products provides a measure of predictability for the
business. Sybron has grown its operations by 25% since 2000,
successfully expanding its footprint in the important European
markets as well as domestically. Sybron has facilitated this
growth in part by successfully executing small to midsize
strategic acquisitions. New products obtained through R&D efforts
and niche-filling acquisitions should continue to support the
company's growth.

Still, Sybron will remain subject to changes in dental technology
and global economic conditions. The company also faces competition
from a much larger industry player, DENTSPLY International Inc.,
as well as many smaller niche firms. While increasing equipment
sales have helped to boost revenue, they have also increased cash
flow volatility. Nevertheless, Sybron has continued to
successfully integrate acquisitions and expand its product
offerings.

Sybron's financial statistics are strong relative to rating
category medians, but given its competitive risks, they are
consistent with the high speculative-grade rating.


TRAVIS BOATS & MOTORS: Ernst & Young to Cut Off Professional Ties
-----------------------------------------------------------------
Yvonne

On February 13, 2004, Travis Boats & Motors, Inc., a Texas
corporation, received notice from Ernst & Young LLP that it
declined to stand for reelection as the independent accountants of
the Company. The Company, based on meetings with its Audit
Committee and Ernst & Young, agrees with this action.

The reports of Ernst & Young for the fiscal years ended
September 30, 2003 and 2002 each contained a "going concern"
qualification.

As of February 20, 2004 the Board of Directors of the Company was
in the process of   interviewing potential candidates to replace
Ernst & Young as independent auditor. The Board of Directors of
the Company says it is appreciative of the long relationship with
Ernst & Young and both parties have agreed to work together to
facilitate a smooth transition.

Travis Boats & Motors, the nation's #2 boat retailer (after
MarineMax), sells recreational boats, motors, trailers, and other
marine accessories through some 30 Travis Boating Center
superstores in Alabama, Arkansas, Florida, Georgia, Louisiana,
Mississippi, Oklahoma, Tennessee, and Texas. Travis Boats also
offers financing, insurance, and repair services and sells
personal watercraft, offshore fishing boats, and cabin cruisers.


THERMOVIEW IND: Reports Declining Revenues & Net Losses in 2003
---------------------------------------------------------------
ThermoView Industries, Inc. (Amex: THV), one of the nation's
largest full-service home improvement remodeling companies,
reported financial results for the fourth quarter and the 2003
calendar year.

ThermoView, headquartered in Louisville, sells and installs
replacement windows, doors and other home improvements to
residential consumers in 17 states.

President and CEO Charles L. Smith said the company accomplished
goals in many important areas during 2003 despite a decline in
revenue, including reducing overhead, maximizing purchasing
efficiencies, restructuring long-term debt, streamlining corporate
operations, developing new products and unified branding for its
subsidiaries.

"While our financial results for 2003 were disappointing, we have
continued progress toward our long term goal of transforming
ThermoView into the largest full service home improvement company
in the United States," said Smith.

                  Calendar year 2003 results

Revenues declined from $86.4 million in 2002 to $70.1 million in
2003 due to numerous external factors such as national recession,
harsh winter in the first quarter of 2003, the war in Iraq and the
federal "do not call" legislation.

"2003 was, without a doubt, a very difficult year yet we did
improve our efficiencies. The continued drop in revenue was a
result of factors outside of our control," said Smith.

The net loss attributable to common stockholders in 2003 was $1.8
million, or $.20 per share. In 2002, the net loss attributable to
common stockholders was $30.2 million, or $3.33 per basic share,
reflecting a $30 million non-cash charge to comply with an
accounting rule requiring the write-off of impaired goodwill.

Selling, general and administrative expenses (SG&A) continue to
decrease. SG&A were $33 million in 2003 versus $39 million in
2002. $1.4 million of this reduction was due to cost saving
initiatives.

There were 9.2 million basic average weighted shares outstanding
in 2003, and 9.1 million in 2002.

               Fourth quarter 2003 vs. a year-ago

Revenues for the fourth quarter of 2003 were $16.5 million,
compared with $19.8 million for the last quarter of 2002. In
addition to the external factors mentioned above, multiple
subsidiaries were affected by the implementation of the federal
"do not call" regulations and internal restructuring in the fourth
quarter.

For the fourth quarter of 2003, the company reported net loss
attributable to common stockholders of $1.2 million, or 20 cents
per share. In the year- earlier fourth quarter, the company
reported a net income attributable to common stockholders of
$77,435, or 1 cent per share. Fourth quarter 2003 net loss is
directly related to loss of revenue during that period.

Selling, general and administrative expenses were 12 percent lower
in the fourth quarter of 2003, as compared with the same quarter
in 2002, due to lower sales volumes as well as cost savings
initiatives. Depreciation and amortization expense foe 2003 was
relatively constant compared to 2002.

The 2003 fourth quarter financials include ThermoView's 40 percent
interest in a joint venture manufacturing operation with Royal
Group Technologies. ThermoView's equity in the earnings was
$86,000 for the quarter. Smith said ThermoView's priorities for
2004 include:

     * Refining our advertising and marketing models to enhance
       sales.
     * Rolling out of the technologically superior Compozit window
       to all of our retailers.
     * Opening a number of streamlined, efficient, retail
       showrooms in smaller communities as a means of increasing
       sales volumes.
     * Expansion of our manufacturing facility to provide windows
       to more of our retail locations
     * Completion of the Master Job Tracking System and
       enhancement of our best practices model for our companies
       operations.
     * Completion of the loan finder software systems as a means
       of locating ready financing sources for our customers.


"I believe a more efficient THV will emerge in 2004. As external
factors improve THV, with very modest top line growth can drive
bottom line earnings," said Smith.

              About ThermoView Industries, Inc.

ThermoView is a national company that designs, manufactures,
markets and installs high-quality replacement windows and doors as
part of a full-service array of home improvements for residential
homeowners. ThermoView's common stock is listed on the American
Stock Exchange under the ticker symbol "THV." Additional
information on ThermoView Industries is available at
http://www.thermoviewinc.com/

                           *   *   *

In its Form 10-K for the fiscal year ended December 31, 2003 filed
with the Securities and exchange Commission, Thermoview
industries, Inc. reported:

               Liquidity and Capital Resources

"As of December 31, 2003, we had cash and equivalents of $211,000,
a working capital deficit of $359,000, $16.5 million of long-term
debt, net of current maturities, and $7.6 million of preferred
stock subject to mandatory redemption.

"The Company's cash flows from operating activities decreased
significantly during 2003, largely due to declining sales.  The
Company began the year with a cash balance of $2.2 million; by the
end of the third quarter that balance had decreased to $455,000.
During 2003, the Company was in compliance with all debt covenants
through the third quarter.  During the fourth quarter, management
determined that the Company would not be able to meet its cash
obligations, or comply with the terms of its debt agreements, at
December 31, 2003 and into 2004.  Accordingly, Management entered
into negotiations with its principal creditor, GE Capital
Corporation, to restructure the cash flow and covenant
requirements.  In the first quarter of 2004, GE agreed to modify
its agreements with the Company, effective December 31, 2003.  The
new agreements allow the Company to defer all payments of interest
and principal until the fourth quarter of 2004, at which time
payments essentially equal to those in the prior agreement resume.
The new agreements also set new covenant requirements for 2004.

"If we default in the future under our debt arrangements, the
lenders can, among other items, accelerate all amounts owed and
increase interest rates on our debt.  An event of default could
result in the loss of our subsidiaries because of the pledge of
our ownership in all of our subsidiaries to the lenders.  As of
December 31, 2003, we are not in default under any of our debt
arrangements."


TRAVELWEB: Ill. Court Issues Favorable Judgment in Orbitz Lawsuit
-----------------------------------------------------------------
Travelweb announced that the Circuit Court of Cook County, Ill.
issued a ruling granting the preliminary relief Travelweb sought
under its contract with the Internet travel site, Orbitz, Inc
(ORBZ).

This decision prevents Orbitz from terminating the agreement
between the two companies and from implementing any agreements
with hotels and chains under contract with Travelweb. The ruling
also requires Orbitz to display on its Website all hotels provided
by Travelweb.

"We are absolutely pleased with the court's decision today. We
were confident that the judge would give us the relief we were
asking for; our only regret is that we had to seek legal action in
the first place. Despite Orbitz' claims, Travelweb has more than
satisfied its obligations under our contract and now, with today's
ruling, Orbitz will be expected to do the same," said Jaynne
Allison, General Counsel and Chief Operating Officer for Travelweb
LLC.

In August 2003, Travelweb responded to a Notice of Default sent by
Orbitz alleging that Travelweb had not provided Orbitz with
competitive hotel rates and inventory. After negotiations to
resolve the issues were unsuccessful, Travelweb sought legal
action to prevent Orbitz from terminating its existing contract
and from engaging in further conduct in violation of the agreement
between the two companies which included knowingly seeking and
implementing contracts between itself and hotels which were
already under contract with Travelweb and refusing to display and
sell many of the hotels Travelweb provided to Orbitz.

Travelweb's industry-leading distribution network continues to
grow with more than 12,000 hotels participating in its merchant
program. Internet distributors, like AAA and CnG Hotels, are
turning to Travelweb for access to its impressive merchant
inventory and competitive rates.

                  About Travelweb LLC

Travelweb LLC is a travel distribution company. Owned by Hilton
Hotels Corporation (NYSE:HLT), Hyatt Corporation, Marriott
International (NYSE:MAR), InterContinental Hotels Group
(NYSE:IHG), Starwood Hotels (NYSE:HOT), priceline.com
(Nasdaq:PCLN) and travel technology provider Pegasus Solutions,
Inc. (Nasdaq:PEGS), Travelweb pioneered the seamless merchant
distribution model which is credited for returning yield and
revenue management capabilities back to hoteliers and for
broadening their distribution options. Travelweb automates the
distribution of discounted rooms and brings new cost and time
efficiencies to the market. Travelweb's private label offerings
distributed through Travelweb.com and leading third-party Internet
partners such as Lowestfare.com, aavacations.com, Continental.com
and Orbitz, give consumers access to a the largest selection of
hotel accommodations at discounted rates online. Travelweb LLC is
a private company headquartered in Dallas and can be found on the
Internet at http://www.travelweb.com/


UNITED AIRLINES: Fitch Comments on Court's Ruling Re Revenue Bonds
------------------------------------------------------------------
Fitch Ratings believes that the court's March 30 decisions in the
United Airlines' bankruptcy proceedings regarding the treatment of
the carrier's special facility bonds sets a troubling precedent
which may weaken security provisions behind certain municipal
leased-backed bonds, but potentially strengthen bondholder
security on other lease structures and provide guidance for
structuring future transactions as true leases. The ruling came in
response to a motion filed by United in which the airline asked
the bankruptcy court to determine if certain special facility
bonds issued on the airline's behalf constituted a true lease
subject to the provisions of Section 365 of the United States
Bankruptcy Code, or instead were 'disguised financings' that
should be treated by the court as unsecured debt of the airline.
The case involved five series of bonds issued to construct various
facilities for the airline at four airports - Denver International
(DEN), Los Angeles International (LAX), San Francisco
International (SFO), and New York John F. Kennedy International
(JFK) - totaling $510 million. The decision rendered yesterday
does not address a second case that remains pending before the
bankruptcy court regarding approximately $601.3 million in special
facility bonds issued by the City of Chicago for United facilities
at O'Hare International Airport.

The court ruled that the following four transactions constituted
unsecured financing obligations:

-- $34,235,000 New York City Industrial Development Agency Series
   1997 (JFK);

-- $154,845,000 California Statewide Community Development
   Authority, Series 1997A (SFO);

-- $25,000,000 Regional Airports Improvement Corporation, Issue of
   1984 (LAX);

-- $34,390,000 Regional Airports Improvement Corporation, Issue of
   1992 (LAX).

As a result of this decision, bondholders in these four
transactions may rank as unsecured creditors in the bankruptcy
proceedings. Recoveries on unsecured claims, which rank near the
bottom of the priority list under bankruptcy rules, are determined
through the plan of reorganization approved by the bankruptcy
court. Historically, recovery for unsecured creditors in airline
bankruptcies is well below the value of their claims against the
bankrupt's estate. For example, US Airways estimated unsecured
creditors would receive stock and warrants in the reorganized
company valued between 1.2% and 1.8% of their allowed claims when
that airline emerged from bankruptcy in March 2003. However,
United will maintain access to the facilities financed by these
four transactions, provided it assumes the underlying leases with
the airport sponsor.

In contrast to these four transactions, the court found that the
structure supporting the payments on the City and County of
Denver's $261,415,000 series 1992A bonds constituted a true lease.
As such, United must now decide whether to assume or reject the
DEN lease as part of its reorganization plan. Should the airline
assume the lease, it must cure all defaults and provide assurance
of its future performance under the agreement. If the airline
decides to reject the lease, it must vacate the premises. In this
event, bondholders would be treated as unsecured creditors with
claims equal to the greater of one year's rent or 15% of total
remaining rent due, not to exceed three years.

In rendering its decision, the court made a clear distinction
regarding the structure of the underlying leases. It held that the
DEN lease constituted a true lease because the city, as lessor,
owns the property and will receive the return of the property at
the end of the lease period with a substantial part of the
facilities' economic life remaining. As such, the court determined
that the city bears the risk of a decline in the property's value
during the term of the lease.

Furthermore, the court denied United's request to split the DEN
lease into two agreements, a lease governing the use of airport
real estate and a financing agreement providing for the payment of
the city's bonds, based on Colorado law. Citing a state Supreme
Court decision which held that a contract may only be separated if
the language of the contract demonstrates the parties' intent to
treat the contract as divisible, the bankruptcy court found
nothing in DEN lease to suggest that the city or United intended
the provisions could be divided into separate agreements. Instead
the court pointed to several provisions of the lease that
indicated that both parties intended the lease to be a single
agreement. These provisions included that United made payments to
the paying agent on account of the city; that the failure to make
a facility rental payment constituted a default equivalent to the
failure to make any other payment due under the lease; and that
the city held similar remedies in all instances of an occurrence
of default.

In contrast to the DEN lease, the court found the transactions at
LAX, SFO and JFK constituted a sub-lease/leaseback arrangement
where the lessor held little reversionary interest in the
facilities at the end of the leaseback period. In these
transactions, United leased the airport property from an airport
sponsor (i.e., Los Angeles World Airports, the City and County of
San Francisco, and the Port Authority of New York and New Jersey,
respectively), with United then sub-leasing the facilities to an
independent bond-issuing agency (i.e. Regional Airports
Improvement Corp., California Statewide Communities Development
Authority, and the New York City Industrial Development Agency,
respectively) for a nominal amount and subsequently leasing back
the facilities in return for rent equaling the debt service on the
related bonds.

The court ruled the sub-lease/leaseback arrangement did not
constitute a true lease based on several factors. First, the court
found that the sub-lessor did not retain an ownership interest in
the property at the end of the lease term. Instead, the sub-lessor
held a leasehold interest, granted by United, that expired at the
end of the leaseback period while the ownership of the facility
reverted to the airport sponsor as lessor. As such, the sub-
lessor's economic value in the transaction amortized during the
leaseback period while the lessor retained the economic risk
associated with a change in property value during the term of the
lease and received the residual value of the property upon the
lease's expiration.

The court also cited precedent from a similar case that
established criteria to determine if a transaction represents a
true lease or a financing agreement. Applying these criteria to
the leases in the United case, the court found the structures
constituted a financing arrangement rather than a true lease
because: the rental payments under the leaseback agreements were
calculated to equal the amounts needed to pay debt service rather
than compensate the sub-lessors for the market value of the use of
the transferred leaseholds; that the sub-lessors did not acquire
the leaseholds from United based on market value, but rather a
nominal consideration while United received the promise of the
sub-lessors to issue debt on its behalf; the property interest of
the sub-lessors was acquired solely for United's use; the
leasebacks were structured to gain tax advantages; and the lessee
(United) retained the ordinary obligations of ownership such as
the need for insurance and the payment of property taxes. Finally,
the court determined that the leasebacks represented the economic
equivalent of a leasehold mortgage, which it indicated are
recognized legally as real estate financing mechanisms.

Fitch believes that investors should review the structures behind
all types of municipal lease transactions in light of this
decision, particularly those that utilize a sub-lease/leaseback
arrangement through a third-party conduit bond issuer, as they may
face similar scrutiny should the obligor enter bankruptcy
proceedings. However, as Fitch's ratings are based on an issuer's
ability and willingness to make full and timely payments on its
obligations, Fitch believes the implications of the decision
regarding the bonds at LAX, SFO and JFK on outstanding ratings are
muted for several reasons.

First, the potential for such reclassification of a lease as a
financing agreement only arises in the context of a bankruptcy,
thus similar transactions are not immediately affected by this
decision and remain legally binding contracts. Second, bankruptcy
remains an atypical event for municipal organizations, primarily
occurring in relation to health care entities and private
corporations which accessed the market through industrial
development revenue bonds, airport special facility financings, or
similar public finance instruments. Therefore, Fitch believes the
applicability of the decision to similarly structured general-
governmental lease-transactions, which constitutes the majority of
the lease-backed market, remains remote.

Third, this decision only establishes precedent in the bankruptcy
court for the Northern District of Illinois. While other
bankruptcy courts deciding similar disputes arising in subsequent
bankruptcy proceedings may look to this decision for guidance,
they are not bound by it and may come to differing conclusions.
However, the decision sets a precedent for other jurisdictions if
it is upheld by appellate courts.

Finally, Fitch regards most lease transactions as unsecured
obligations of the obligor and incorporates a distinction as such
in our rating methodology thus minimizing the necessity of rating
changes stemming from this decision alone.

However, the potential for reclassification of leases in
bankruptcy does pose credit concerns as Fitch had understood the
lease structure to provide an incentive for entities to continue
making payments in order to retain the use of equipment or
facilities. This decision erodes this comfort somewhat,
particularly if lessees believe they may be able to use the
bankruptcy courts to significantly reduce their debt service
obligations while retaining the use of financed property at the
expense of bondholders.

The favorable decision regarding the lease structure in the DEN
transaction suggests that similar transactions may benefit from a
greater level of security than previously considered. Furthermore,
the court decision may serve to clarify the structural
requirements of a true lease transaction, providing a greater
degree of comfort to bondholders.

The decision regarded the following cases: United Airlines Inc v.
HSC Bank USA, et. al (SFO); United Airlines Inc. v. The Bank of
New York, et. al. (JFK); United Airlines Inc. v. U.S. Bank N.A.,
et. al. (LAX); and United Airlines Inc. v. HSC Bank USA et. al.
(DEN).


URS CORP: Fitch Says Planned Equity Offer Could Better Flexibility
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit rating and other ratings on URS Corp. on CreditWatch with
positive implications. The San Francisco, California-based
engineering services provider had total debt (including present
value of operating leases) outstanding as of Jan. 31, 2004, of
about $1.1 billion.

"The CreditWatch listing reflects the potential for decreased
leverage and improved financial flexibility when URS' proposed
public common equity offering, of 7.5 million common shares, with
proceeds to be used toward debt reduction, is completed," said
Standard & Poor's credit analyst Heather Henyon. "As a result, URS
may exceed our expectations of total debt to EBITDA of 3.5x and
funds from operations to total debt of approximately 15% over the
business cycle."

Assuming that URS uses proceeds to reduce debt by $215 million-
$247 million, total debt to EBITDA should decline to about 3.3x
pro forma Jan. 31, 2004.

"Should we gain a level of comfort that URS will sustain a less
aggressive financial policy and profile, ratings could be raised,"
Ms Henyon said.

Standard & Poor's will meet with management to review URS'
financial policies and business plan, including acquisition
growth, before taking a further rating action.


USURF AMERICA: Inks Pact to Acquire Sunwest Communications Assets
-----------------------------------------------------------------
Yvonne

Effective February 6, 2004, USURF America, Inc., a Nevada
corporation, signed a definitive agreement to acquire
substantially all of the operating assets of Sunwest
Communications, Inc. SunWest is a privately-held Colorado Springs,
Colorado-based provider of telecommunications services with
approximately 7,500 residential and commercial customers in the
state of Colorado. Telecommunications services are provided
pursuant to a Competitive Local Exchange Carrier license granted
by the Colorado Public Utilities Commission. The assets to be
acquired by USURF include SunWest's telecommunications network of
fiber optic lines covering over 100 linear miles and all network
operations facilities and equipment, including a Lucent 5ESS
switch. This acquisition will enable USURF to offer a complete
voice, video and data service package to its customers. The
acquisition is contingent upon the approval of the Colorado
Public Utilities Commission

As consideration for this transaction, USURF will (i) issue to the
shareholders of SunWest  20,500,000 shares of USURF $.0001 par-
value common stock, and (ii) assume and pay, when due,  certain
obligations of SunWest valued at $700,000. Using the average of
the high and low  prices of the stock on the date of the
agreement, as reported by the American Stock  Exchange, the total
value of the stock to be issued by USURF as consideration for this
transaction is $5,535,000. The total of the consideration to be
paid by USURF, subject to the price of the stock on the closing
date, is approximately $6,235,000. The shares to be issued
in connection with this transaction will be included in a Form SB-
2 registration statement  filed by USURF with the United States
Securities and Exchange Commission within fourteen days after the
filing of USURF's Form 10-KSB for 2004.

                          *    *    *

As reported in the Dec. 17, 2004, edition of the Troubled Company
Reporter, USURF America Inc.'s auditors stated in their reports on
the financial statements of the Company for the period ended
December 31, 2001 and 2002 that the Company is dependent on
outside financing and has had losses that raise substantial doubt
about its ability to continue as a going concern. For the nine
months ended September 30, 2003 and 2002, USURF incurred a net
loss of $1,990,795 and $2,374,375, respectively. As of September
30, 2003, USURF had an accumulated deficit since re-entering the
development stage of $42,198,284. These factors raise substantial
doubt about the Company's ability to continue as a going concern.

Since its inception, USURF has had significant working capital
deficits. However, as of September 30, 2003, USURF had positive
working capital of $148,708 compared to a net working capital
deficit of $1,214,489 at September 30, 2002. A net working capital
deficit means that current liabilities exceeded current assets at
September 30, 2002. Current assets are generally assets that can
be converted into cash within one year and can be used to pay
current liabilities.


US WIRELESS DATA: Halperin & Associates Serves as Attorneys
-----------------------------------------------------------
U.S. Wireless Data, Inc., is asking permission from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Halperin & Associates as its bankruptcy counsel.

The Debtor expects Halperin & Associates to:

   a. advise the Debtor with respect to its powers and duties as
      a debtor-in-possession in the continued operation of its
      business and the management of its property;

   b. assist the Debtor to emerge from the Chapter 11 case;

   c. assist the Debtor in confirming a plan of liquidation in
      this case;

   d. prepare necessary applications, answers, orders, reports
      and other motions, complaints, pleadings and documents on
      behalf of the Debtor;

   e. appear before the Bankruptcy Judge and the United States
      Trustee and to represent the interests of the Debtor
      before said Bankruptcy Judge and the United States
      Trustee; and

   f. perform any and all other legal services for the Debtor
      that may be necessary and appropriate herein.

Alan D. Halperin, Esq., reports that Halperin & Associates will
charge the Debtor at its regular hourly rates, which range from:

         Designation           Billing Rate
         -----------           ------------
         attorneys             $375 to $135 per hour
         law clerks            $100 per hour
         paraprofessionals     $95 to $75 per hour

Headquartered in New York, New York, U.S. Wireless Data, Inc.
-- http://www.uswirelessdata.com/-- is a Delaware corporation
that provides proprietary enabling solutions and wireless
transaction delivery and gateway services to the payments
processing industry.  The company filed for chapter 11 protection
on March 26, 2004 (Bankr. S.D.N.Y. Case No. 04-12075).  Alan David
Halperin, Esq., at Halperin & Associates represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed $2,719,000 in total assets and
$5,709,000 in total debts.


WESTPOINT: Selling Sulzer Looms in Lanier Plant to Atkins for $4M
-----------------------------------------------------------------
WestPoint Stevens Inc. and its debtor-affiliates operate a
manufacturing plant in Valley, Alabama.  At the Lanier Plant, the
Debtors utilized certain machinery specific to the manufacture of
sheeting products, including over 395 Sulzer projectile looms.

As part of their reorganization efforts, the Debtors are in the
process of converting the Lanier Plant from sheeting manufacturing
to towel manufacturing.  The conversion entails replacing the
Looms with new weaving machinery scaled for the production of
towels rather than sheeting.  The Debtors have determined that the
Looms are not needed in any of their other existing manufacturing
plants and, thus, continued ownership of the Looms is not
essential to their reorganization.  Thus, the Debtors engaged in
extensive marketing efforts to sell the Looms, including the
distribution of sales information to various used machinery
dealers that had previously done business or were familiar to the
Debtors.

As a result, nine entities submitted bids.  Atkins Machinery
Inc.'s offer was the highest bid received.  After good faith and
arm's-length negotiations, the Debtors and Atkins entered into a
Purchase Agreement for the sale of the Looms.

                      The Purchase Agreement

The principal terms and conditions of the Purchase Agreement are:

   (1) Atkins will purchase the Looms for $4,068,000;

   (2) Upon entry into the Purchase Agreement, Atkins will
       make a good faith deposit of $406,800;

   (3) The closing will take place no later than April 15, 2004,
       unless otherwise agreed to in writing by the parties.  At
       the Closing, Atkins will pay the Purchase Price to the
       Debtors and deliver the documents as may be reasonably
       necessary to evidence or effectuate the sale;

   (4) At the Closing, the Debtors will deliver to Atkins a bill
       of sale without warranties and other documents as may be
       reasonably necessary to evidence or effectuate the sale;

   (5) Atkins is buying the Looms on an "as is, where is" basis,
       and the Debtors are not liable for any consequential
       damages or loss of profits arising from the sale of the
       Looms;

   (6) Atkins, at its sole cost and expense, will be responsible
       for the removal of the equipment without further delay
       after the Closing.  Atkins will reimburse the Debtors for
       the entire cost of repairing any damage it will do to the
       Debtors' property during the removal of the Looms;

   (7) Atkins will indemnify the Debtors for any damages,
       liability, claims, obligations, causes of action, or
       expense asserted against or incurred by the Debtors and
       arising from Atkins' removal and subsequent use and
       operation of the Looms;

   (8) If any Looms are materially damaged or destroyed by any
       cause whatsoever before the Closing Date, the Debtors may
       replace the damaged Looms with substantially equivalent
       equipment.  If the Debtors do not elect to replace the
       damage Looms, or if the replacement equipment does not
       meet Atkins' needs, its sole recourse will be to either
       terminate the Purchase Agreement and receive a return of
       the Good Faith Deposit, or renegotiate the Purchase
       Agreement to reflect the changed circumstances and seek
       further Court approval.  Otherwise, Atkins will accept the
       Looms as of the Closing Date without recourse against the
       Debtors and Atkins will be solely responsible to secure,
       insure and protect the Looms from and after the Closing
       Date;

   (9) Any competing offers to purchase the Looms must exceed
       the Purchase Price by at least $100,000.  In the event
       that the Debtors accept a purchase offer from a potential
       buyer other than Atkins, Atkins will be entitled to a
       Break-Up Fee.

Accordingly, the Debtors seek the Court's authority to sell, free
and clear of liens, claims and encumbrances, all of their right,
title and interest in and to the Looms to Atkins, subject to
higher and better offers.

                          *     *     *

Judge Drain will convene a hearing on April 7, 2004 at 10:00 a.m.
to consider the Debtors' request. (WestPoint Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-7000)


WINDERMERE SCHOOL: Case Summary & 24 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Windermere School Partners L.L.L.P.
             6189 Winter Garden-Vineland Road
             Windermere, Florida 34786

Bankruptcy Case No.: 04-03610

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Windermere Preparatory School, Inc.        04-03611

Type of Business: The Debtor operates a school.

Chapter 11 Petition Date: March 31, 2004

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Frank M. Wolff, Esq.
                  Wolff Hill McFarlin & Herron PA
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: 407-648-0058
                  Fax: 407-648-0681

                            Estimated Assets    Estimated Debts
                            ----------------    ---------------
Windermere School Partners  $10 M to $50 M      $10 M to $50 M
L.L.L.P.
Windermere Preparatory      $500,000 to $1 M    $10 M to $50 M
School, Inc.

A. Windermere School Partners' 4 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
SchenkelSchultz Architecture  Services                  $444,399
Attn: Tom Chandler
200 E. Robinson St., Ste 300
Orlando, FL 32801

Florida Department of         sales tax                  $62,256
Revenue Bankruptcy Unit

KPMG, LLP                     Services                    $4,500

Gallogly, Fernandez & Riley   Services                    $4,335
LLP

B. Windermere Preparatory's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Adams Book Company, Inc.                                 $61,798

Florida Dept. of Revenue      2002 and 2003              $38,773
Bankruptcy Unit

Gallogly, Fernandez &                                    $30,764
Riley LLP

CDW Corporation                                          $20,463

Greenbriar Landscaping Inc.                              $19,578

Dell Computers                                           $19,119

Westbrook Service Corp.                                  $18,788

Pearson Education                                        $16,499

Harcourt Inc.                                            $15,894

Software House International                             $12,126

Aaron Rents                   desks, chairs,              $9,986
                              bookcaste

The McGraw-Hill Companies                                 $9,426

Scholastic Book Fair                                      $7,629

Office Depot                                              $7,421

Davis-Kidd Booksellers                                    $7,139

Dewitt Excavating Inc.                                    $7,012

Process Printing                                          $6,176

Thread Mills Industries                                   $5,819

All-Rite Fence Co Inc.                                    $5,219

Chancery Software Ltd.                                    $5,000


WRC MEDIA: Secures $145 Million Senior Second-Lien Credit Facility
------------------------------------------------------------------
WRC Media Inc. announced that it has successfully closed a $145
million senior second- lien credit facility, and significantly
amended the credit agreement of its existing senior credit
facility.

The Company has used the proceeds from the Second-Lien Facility to
refinance in full all term loans outstanding under the First-Lien
Facility, to pay down all borrowings under its revolving credit
facility and to pay fees and expenses related to the transactions,
and will keep the balance available for general corporate
purposes. These transactions have resulted in $32 million in
available cash and revolving loans.

Martin Kenney, Chief Executive Officer of WRC, said: "This
financing solidifies our liquidity position and allows us to
further invest in successful products, services and people. It
will enable us to stay a market leader by providing multiple media
solutions to learners, teachers, parents and administrators."

The Second-Lien Facility, which matures in March 2009, contains
only one financial covenant, a maximum ratio of senior secured
debt to trailing EBITDA (the "Senior Leverage Ratio") not to
exceed 4.25:1.00 for any fiscal quarter, except for the fiscal
quarter ended June 30, 2005, for which the Senior Leverage Ratio
may not exceed 4.50:1.00.

The First-Lien Facility now also has only one financial covenant,
a Senior Leverage Ratio not to exceed 4.00:1.00 for any fiscal
quarter, except the fiscal quarter ended June 30, 2005, for which
the Senior Leverage Ratio may not exceed 4.25:1.00. The maturity
of the First-Lien Facility has been extended from November 2005 to
December 2008.

                        About WRC Media

WRC Media Inc., a leading publishing and media company, creates
and distributes innovative supplementary educational materials for
the school, library, and home markets.

As reported in the Troubled Company Reporter's February 4, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to WRC  Media Inc.'s $114.1 million proposed, amended, and
restated first- lien senior secured bank credit facilities due
2006. A recovery rating of '1' was also assigned to the
facilities. The 'B+' rating  is one notch higher than the
corporate credit rating; this and the  '1' recovery rating
indicate a high expectation of full recovery of principal in a
default scenario.

At the same time, Standard & Poor's assigned its 'B' rating and a
recovery rating of '2' to the company's proposed $60 million
second-lien senior secured term loan due 2009. The term loan is
rated at the same level as the corporate credit rating; this and
the '2' recovery rating indicate the expectation for substantial
recovery of principal (80%-100%) in the event of a default.

Standard & Poor's existing ratings on WRC Media, including the 'B'
corporate credit rating, remain on CreditWatch with negative
implications, pending completion of the refinancing.


W W CAPITAL: Ability to Continue as a Going Concern is in Doubt
---------------------------------------------------------------
W W Capital Corporation has incurred operating losses two out of
the past three fiscal years, has a working capital deficit of
$261,918 and has an accumulated deficit of $276,663 as of
December 31, 2003. The report of independent auditors on the
Company's June 30, 2003, audited financial statements includes an
explanatory paragraph indicating there is substantial doubt about
the Company's ability to continue as a going concern. The Company
believes that it has developed a viable plan to address these
issues and that its plan will enable the Company to continue as a
going concern for the next twelve months. This plan includes the
realization of revenues from the commercialization of new products
and the reduction of certain operating expenses. Although the
Company believes that its plan will be realized, there is no
assurance that these events will occur.

The business of the Company is carried on within one segment group
by three operating units. The livestock handling equipment segment
is composed of W-W Manufacturing, Eagle Enterprises and W-W Paul
Scales.

The Company's principal sources of liquidity are from working
capital, borrowings under its credit facilities and internally
generated funds. The Company believes that these sources are
sufficient to fund the current requirements of working capital,
capital expenditures and other financial commitments. The Company
generated funds from operations of $288,124 during the
six month period ended December 31, 2003 primarily caused by a
increase in accounts payable balances and net earnings. The
Company used cash in investing activities of $5,450 that is made
up primarily from the sale of certain equipment offset by the
purchase of new property and equipment. Financing activities
resulted in a decrease in borrowings of $301,253 for the six
months ended December 31, 2003. As the Company moves into the
second half of fiscal 2004, it anticipates increased sales growth
with a decline in borrowings.

The Company's working capital decreased from $2,045,276 at
December 31, 2002 to a deficit of $261,918 at December 31, 2003.
This reduction is due to the reclassification of certain long-term
debt to current liabilities because a Credit and Security
Agreement with Wells Fargo Business Credit Inc. matures October
2004. The Company is negotiating an extension to the agreement and
believes it will be finalized during the first quarter of fiscal
2005. The Company also received a default waiver from Wells Fargo
for certain bank covenants that were in violation at June 30,
2003.


* Daniel De Wolf Joins Mintz Levin's New York Office as Of Counsel
------------------------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. announced that
Daniel I. De Wolf, a corporate finance attorney and veteran
venture capitalist, has joined the firm's New York office as Of
Counsel to the Business and Finance Section. Mr. De Wolf will also
continue to serve as President of the Dawntreader Group, an
investment and advisory company that focuses primarily on the
technology sectors. Dawntreader Group recently spun out of
SoundView Technology Group, Inc. when SoundView was acquired by
Charles Schwab.

Mr. De Wolf's practice focuses on venture capital, securities
laws, private equity, mergers and acquisitions, public offerings,
corporate governance and general corporate law. Mr. De Wolf is
also a Co-Founder and Managing Director of Dawntreader Ventures (a
wholly owned subsidiary of the Dawntreader Group), which actively
manages approximately $300mm in venture capital funds.
Additionally, Mr. De Wolf is an Adjunct Professor of Law at NYU
Law School, where he teaches an inter-disciplinary course on
Venture Capital law.

Prior to this year, Mr. De Wolf was head of venture capital funds
at SoundView Technology Group (formerly Wit Capital), a
technology-focused investment bank. He also served as President
and Managing Director of SoundView Ventures, a wholly owned
subsidiary of SoundView. Prior to joining SoundView, Mr. De Wolf
was a Partner and Of Counsel at Camhy, Karlinsky & Stein LLP in
New York where he established and headed the corporate and
securities practice and the new media and e-law group.

"Dan brings an impressive background in both law and business to
Mintz Levin," said Robert Bodian, Managing Partner of the New York
Office. "His 20-plus years of corporate transactional experience
and diverse expertise will contribute significantly to the
continued growth and success of our practice in New York and
nationally."

Mr. De Wolf, (46), received a B.A., cum laude, from the University
of Pennsylvania in 1979 and a J.D. from the University of
Pennsylvania School of Law in 1982. He is admitted to practice in
New York, California and New Jersey.

                     About Mintz Levin

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC is a
multidisciplinary law firm with over 450 attorneys and senior
professionals in Boston, New York, Washington D.C., Reston, VA,
New Haven, CT, Los Angeles and London.

Mintz Levin is distinguished by its reputation for responsive
client service and expertise in the areas of bankruptcy; business
and finance; communications; employment; environmental; federal;
health care; immigration; intellectual property; litigation;
public finance; real estate; tax; and trust and estates. Mintz
Levin's international clientele range from privately held start-
ups to Fortune 100 companies in a wide array of industries
including biotechnology, venture capital, telecommunications,
health care and high technology.

Mintz Levin was one of the first law firms to develop
complementary consulting capabilities to provide complete
solutions to clients' problems, including investment/wealth
management, government and public affairs, technology outsourcing
and transactional insurance. More information is available at
http://www.mintz.com/


* Howard Heiss Joins O'Melveny & Myers' New York Office as Partner
------------------------------------------------------------------
O'Melveny & Myers LLP announced that Howard E. Heiss, former Chief
of the Securities & Commodities Fraud Task Force for the U.S.
Attorney's Office for the Southern District of New York, has
joined the firm's Global Enforcement Group as a Partner in the New
York office. Heiss' practice will focus on representing
individuals and institutions in white collar and securities
enforcement matters.

Heiss joins O'Melveny & Myers from Morrison & Foerster LLP, where
until recently, he was the head of the New York office.

"Howard is a highly regarded white collar and SEC regulatory
litigator. He had a long and distinguished career in the U.S.
Attorney's Office, and the insights and experience he brings to
our firm will be sought after by our clients," said Arthur B.
Culvahouse, Jr., Chair of O'Melveny & Myers.

Mark Wood, O'Melveny & Myers' National Litigation Department Chair
said, "Howard joins an outstanding group of White Collar and
Enforcement attorneys at O'Melveny & Myers. Howard's addition is
part of the firm's continuing strategic plan to grow our Global
Enforcement practice with the very best litigators with
securities, SEC enforcement and white collar criminal expertise."

John J. Suydam, head of O'Melveny & Myers' New York office said,
"In the past nine years of private practice, Howard has firmly
established his reputation in the New York white collar defense
community for his many high-profile representations."

Heiss said, "O'Melveny & Myers has been recognized as having the
best litigation department in the country. It is one of the great
global law firms and I look forward to helping the firm even
better serve its many clients."

In January, O'Melveny & Myers was recognized as "The Litigation
Department of the Year" by The American Lawyer magazine, a
prestigious accolade awarded every two years by The American
Lawyer.

                     About the Firm

O'Melveny & Myers LLP is a values-driven law firm guided by the
principles of excellence, leadership and citizenship. With the
breadth, depth and foresight to serve clients competing in a
global economy, our attorneys devise innovative approaches to
resolve problems and achieve business goals. Established in 1885,
the firm maintains 13 offices around the world, with more than 900
attorneys. O'Melveny & Myers' capabilities span virtually every
area of legal practice, including White Collar and Regulatory
Defense; Capital Markets; Corporate Finance; Entertainment and
Media; Intellectual Property and Technology; Labor and Employment;
Litigation; Mergers and Acquisitions; Private Equity; Project
Development and Real Estate; Restructuring and Insolvency;
Securities; Tax; and Trade and International Law. To learn more
about O'Melveny & Myers LLP, visit http://www.omm.com/


* Kirkpatrick Welcomes Two New Real Estate Partners in Dallas
-------------------------------------------------------------
Kirkpatrick & Lockhart LLP (K&L) announced that Brian R. Forbes
and Eugene F. Segrest have joined K&L's Dallas office as partners.

Mr. Forbes and Mr. Segrest come from the firm of Locke Liddell &
Sapp LLP. Mr. Forbes and Mr. Segrest will continue to concentrate
their practice in real estate law, with an emphasis on real estate
transactions, including loans, leasing, workouts, modifications,
collections, foreclosures, sales and purchases, Real Estate
Mortgage Investment Conduits and property management agreements.

Mr. Forbes received a Juris Doctor degree from Creighton
University School of Law in 1990 and a B.S.B.A. degree from
Creighton University College of Business in 1987. He is Member of
the Minnesota Society of Certified Public Accountants and is
admitted to practice in Texas and Georgia.

Mr. Segrest received a Juris Doctor degree from Texas Tech
University in 1986, where he served as Associate Editor of the
Texas Tech Law Review; and received a Bachelor of Arts degree,
magna cum laude, from Texas Tech University in 1983. Mr. Segrest
is admitted to practice in Texas.

Robert Everett Wolin, Administrative Partner for K&L's Dallas
office, notes that "The arrival of Brian and Gene represents a
major step forward in strengthening K&L's real estate and
bankruptcy practice, while expanding another key practice in our
Dallas office."

K&L's Dallas office has a national and international practice
involving representation of Fortune 500 companies, multinational
holding companies and business entrepreneurs in courts and in
transactions ranging from New York to California, to Florida,
Canada to Mexico and Puerto Rico, Taiwan to France and many points
in between. The office has an extensive litigation practice that
is focused primarily on complex commercial and securities
litigation in addition to a labor and employment practice that has
both a strong local and national presence, as well as a
comprehensive corporate and real estate practice.

Kirkpatrick & Lockhart serves a dynamic and growing clientele in
regional, national and international markets that includes
representation over half of the Fortune 100. Currently more than
700 lawyers strong, K&L's practice embraces three major areas --
litigation, corporate and regulatory -- and related fields. For
more information, visit http://www.kl.com/


* BOOK REVIEW: Competitive Strategy for Health Care
               Organizations: Techniques for Strategic Action
-------------------------------------------------------------
Authors: Alan Sheldon and Susan Windham
Publisher: Beard Books
Softcover: 190 pages
List Price:  $34.95
Review by Francoise C. Arsenault

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981351/internetbankrupt

Competitive Strategy for Health Care Organizations: Techniques for
Strategic Action is an informative book that provides practical
guidance for senior health care managers and other health care
professionals on the organizational and competitive strategic
action needed to survive and to be successful in today's
increasingly competitive health care marketplace. An important
premise of the book is that the development and implementation of
good competitive strategy involves a profound understanding of
change. As the authors state at the outset: "What may need to be
done in today's environment may involve great departure from the
past, including major changes in the skills and attitudes of
staff, and great tact and patience in bringing about the necessary
strategic training."

Although understanding change is certainly important in most
fields, the authors demonstrate the particular importance of
change to the health care field in the first and second chapters.
In Chapter 1, the authors review the three eras of medical care
(individual medicine, organizational medicine, and network
medicine) and lay the groundwork for their model for competitive
strategy development. Chapter 2 describes the factors that must be
taken into account for successful strategic decision-making. These
factors include the analysis of the environmental trends and
competitive forces affecting the health care field, past, current,
and future; the analysis of the competitive position of the
organization; the setting of goals, objectives, and a strategy;
the analysis of competitive performance; and the readaptation of
the business, if necessary, through positioning activities,
redirection of strategy, and organizational change.

Chapters 3 through 7 discuss in detail the five positioning
activities that are part of the model and therefore critical to
the development and implementation of a successful strategy:
scanning; product market analysis; collaboration; restructuring;
and managing the physician. The chapter on managing the physician
(Chapter 7) is the only section in the book that appears dated
(the book was first published in 1984). In this day of physician-
owned hospitals and physician-backed joint ventures, it is
difficult to envision the physician in the passive role of "being
managed." However, even the changing role of physicians since the
book's first publication correlates with the authors' premise that
their model for competitive strategic planning is based exactly on
understanding and anticipating change, which is no better
illustrated than in health care where change is measured not in
years but in months. These middle chapters and the other chapters
use a mixture of didactic presentation, graphs and charts,
quotations from famous individuals, and anecdotes to render what
can frequently be dry information in an entertaining and readable
format.

The final chapter of the book presents a case example (using the
"South Clinic") as a summary of many of the issues and strategic
alternatives discussed in the previous chapters. The final chapter
also discusses the competitive issues specific to various types of
health care delivery organizations, including teaching hospitals,
community hospitals, group practices, independent practice
associations, hospital groups, super groups and alliances, nursing
homes, home health agencies, and for-profits. An interesting quote
on for-profits indicates how time and change are indeed important
factors in strategic planning in the health care field: "Behind
many of the competitive concerns.lies the specter of the for-
profits. Their competitive edge has lain until now in the
excellence of their management. But developments in the past half-
decade have shown that the voluntary sector can match the for-
profits in management excellence. Despite reservations that may
not always be untrue, the for-profit sector has demonstrated that
good management can pay off in health care. But will the voluntary
institutions end up making the same mistakes and having the same
accusations leveled at them as the for-profits have? It is
disturbing to talk to the head of a voluntary hospital group and
hear him describe physicians as his potential competitors."

                           *********

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.

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