TCR_Public/040405.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, April 5, 2004, Vol. 8, No. 67

                           Headlines

AAIPHARMA INC: S&P Maintains Ratings Watch Over $40M Bank Loan
ADELPHIA COMMS: Wants Nod to Assign WNSA Radio Station Contracts
ADSTAR: Stock Price Triggers Series A Preferred Stock Conversion
AIR CANADA: Projected Cash Budget Through June 18, 2004
AMERADA HESS: John Rielly Named Sr. VP & Chief Financial Officer

AMERICAN SPORTS: Case Summary & 65 Largest Unsecured Creditors
ARLINGTON HOSPITALITY: 2003 Net Loss Widens to $5.6 Million
ATLANTIC EXPRESS: S&P Assigns B Corporate Credit Rating
AVAYA: Will Host 2nd Quarter 2004 Earnings Webcast on April 27
BRIDGEPORT METAL: Case Summary & 20 Largest Unsecured Creditors

BUCKEYE: Closing Cork, Ireland, Manufacturing Facility in August
CALPINE: Completes Purchase of Brazos Power Plant for $175 Million
CALPINE CORP: Inks Safeway Inc. Three-Year Power Sales Contract
CONTINENTAL AIRLINES: Operating Results Improve in March 2004
CONTINENTAL AIRLINES: Elects Oscar Munoz to Board of Directors

CWMBS INC: Fitch Takes Rating Actions on Series 2004-J3 Notes
DEPCO INC: Case Summary & 20 Largest Unsecured Creditors
DII INDUSTRIES: Turns to King & Spalding for Litigation Advice
DPL INC: Fitch Lowers Ratings & Watch Negative Continues
ENCORE ACQUISITION: S&P Rates $150M Senior Sub. Debt Issue at B

ENERGY WEST: Modifies LaSalle Bank-Backed Credit Facility
ENRON CORP: Asks Court to Clear Springs Settlement Agreement
ENRON CORP: Reaches Pact Settling Powerspares Dispute
EQUIFIN: Records Losses Despite Increased Revenues in Q4 & FY 2003
FALCON PRODUCTS: Names Phillip Pacey VP & Chief Financial Officer

FEDERAL FORGE: Turns to Conway MacKenzie for Financial Advice
FOIL SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
GATEWAY INC: Shutting Down 188 Retail Stores on April 9
GENERAL CHEMICAL: Exits Chapter 11, Shedding $106 Million of Debt
GERDAU AMERISTEEL: Raising $100-Mil. in Private Equity Placement

GMAC COMM'L: Fitch Affirms BB Rating to 2000-FL-B Class F Notes
HALE-HALSELL: Gets Nod to Hire Riggs Abney as Bankruptcy Counsel
HARBOR FUNDING: Case Summary & 9 Largest Unsecured Creditors
HAYES LEMMERZ: Permanently Closing Howell, Michigan, Mfg. Facility
HERITAGE NETWORKS: Case Summary & 20 Largest Unsecured Creditors

HIGH VOLTAGE: Taps Evercore Restructuring for Financial Advice
IA GLOBAL: Auditors Lift Going Concern Doubts After Financing
INDUSTRIAL PAINT: Case Summary & 40 Largest Unsecured Creditors
INTERNATIONAL STEEL: Preparing $600 Million Senior Debt Offering
INT'L WIRE: Continues Hiring of Ordinary Course Professionals

KB HOME: Declares Quarterly Dividend Payable on May 27
KMART: Sues Local Governments to Slash 2002 Property Tax Bills
MASSEY ENERGY: S&P Affirms Low-B Ratings & Removes CreditWatch
MCWATTERS: Closes Sale of Kiena Royalties Portion for $700,000
MIRANT CORP: Scope of Deloitte & Touche's Retention Expands

MIRANT CORP: Semco Demands Decision on Zeeland Unit Lease Contract
NATIONAL CENTURY: Court Gives Go-Ahead to Conduct Rule 2004 Exams
NATIONS GOVERNMENT: Makes Final Liquidating Distribution
NES RENTALS: Reorganized Co Says 2003 Earnings Exceed Expectations
NRG ENERGY: Moves to Disallow Tacoma City's $25+ Million Claim

ON SEMICONDUCTOR: S&P Rates Planned $260M Debt Offering at CCC+
OREGON ARENA: Brings-In Winstead Sechrest as Bankruptcy Counsel
O'SULLIVAN IND: Stuart Schotte Succeeds Phillip Pacey as CFO
OUTBOARD MARINE: Chapter 7 Trustee Asks Court to Certify Class
OWENS CORNING: Investing Up to $3 Million in Newco/India

PARMALAT GROUP: Dismisses Speculations About Creditor Recoveries
PARMALAT GROUP: Irish Court Places Eurofood IFSC in Liquidation
PG&E NATIONAL: US Trustee Wants to Appoint Dan Scotto as Examiner
PLAINS ALL AMERICAN: S&P Places B-Level Ratings on Watch Negative
PLAINS ALL AMERICAN: Closes Purchase of Link's Crude Oil Business

PREMIERE NETWORK: Voluntary Chapter 11 Case Summary
QUINTEK: Releases Letter About Plans to Enter Outsourcing Market
RCN CORPORATION: Lenders Agree to Forbear Through May 3, 2004
SAMUELS JEWELERS: Emerges From Chapter 11 as a Private Company
SENTINEL INSURANCE: Judge Upholds MicroFinancial's $14 Mil. Claim

SERVES 1999-1: Fitch Affirms BB- Series 1999-1 Notes Rating
SHAW COMMS: Board Nominates Don Mazankowski as Lead Director
SHAW COMMS: Connects with Lions Gate for Video-On-Demand Agreement
SKYLINE MULTIMEDIA: Comments on Recent Trading Activity
SOLUTIA INC: Quimica Gets Nod to Set Off Mutual Obligations

SPEIZMAN INDUSTRIES: Paul Demmink Takes Bob Speizman's CEO Post
SPEIZMAN: Lonati Declares Default Under March 2004 Agreement
SPEIZMAN: Cuts Jobs in Charlotte, NC & Considers Bankruptcy Filing
SPIEGEL: Committee Gets Nod to Hire Capstone as Financial Advisor
SPRING AIR PARTNERS: Creditors Must File Claims by April 30

STOLT OFFSHORE: Wins $60 Million Pipelay Contract in Trinidad
STOLT OFFSHORE: BG International Awards $80MM Contract in Trinidad
TEMPUR-PEDIC: Clarifies Statements Regarding Covenant Compliance
TRANSACTION NETWORK: S&P Assigns BB Rating to New Bank Facility
TRANSMERIDIAN: Auditors Continues Going Concern Qualification

USI HOLDINGS: Acquires New York-Based Bertholon-Rowland Corp.
US LIQUIDS: Sells All Operating Assets & Deregisters Common Stock
US WIRELESS DATA: Signs-Up Mintz Levin as Special Counsel
VWR INT'L: S&P Assigns BB- Corp. Credit & Bank Loan Ratings
WESTPOINT STEVENS: Court Okays Sulzer Loom Sale Bidding Procedures

WILLIAMS: Releasing First-Quarter 2004 Results on May 6
W.R. GRACE: Wants Until September 30, 2004 to Decide on Leases

* Credit Unions & Legislators to Boost Youth Financial Literacy
* Newtek to Provide Small Business Loans to Navy Federal Members

* BOND PRICING: For the week of April 5 - 9, 2004

                           *********

AAIPHARMA INC: S&P Maintains Ratings Watch Over $40M Bank Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
specialty pharmaceutical company aaiPharma Inc. remained on
CreditWatch with negative implications following the company's
announcement that it had signed a commitment letter with Bank of
America N.A. for a $40 million, 15-month priority revolving credit
facility.

The proposed facility, which is still subject to the consent of a
majority of aaiPharma's existing senior secured lenders and
subordinated note holders, would provide the company with badly
needed liquidity. The Wilmington, North Carolina-based firm has
minimal cash balances, and it is facing a $9.6 million interest
payment on its subordinated notes and a $31 million product rights
payment in the near term. The company's future cash flow
generating prospects also remain clouded by an inquiry into the
company's sales practices (it is currently undergoing a board-
initiated inquiry into unusual sales of two of its main products,
Darvon/Darvocet and Brethine, that have resulted in excess product
inventory levels at the wholesaler level).

"In the event aaiPharma obtains consent and secures the facility,
it is likely to draw on it, in which case Standard & Poor's would
revise the senior secured rating on the company to 'CCC' from
'CCC+'," said Standard & Poor's credit analyst Arthur Wong. The
downgrade would reflect the increased priority debt in the
company's credit profile, which would disadvantage current secured
lenders. It would also reflect Standard & Poor's uncertainty about
whether the value of aaiPharma's assets would provide full
coverage for all senior secured lenders given the controversy
surrounding the company's pharmaceutical business.


ADELPHIA COMMS: Wants Nod to Assign WNSA Radio Station Contracts
----------------------------------------------------------------
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.

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.

In connection with the sale of WNSA Radio Station, the Adelphia
Communications Debtors seek the Court's authority to assume and
assign certain contracts to Entercom Buffalo, LLC and Entercom
Buffalo License, LLC or an Alternative Buyer.

Entercom indicated that it requires the benefits of the WNSA
Radio Station Contracts to proceed with the sale.  Thus, to
secure the benefit of the sale, the ACOM Debtors must assume the
Contracts and assign them to, or for the benefit of, Entercom, or
an Alternative Buyer.

Pursuant to the Purchase Agreement, the ACOM Debtors are required
to satisfy any obligations that remain outstanding under the
relevant Assumed Executory Contract by curing the defaults,
including any actual pecuniary losses, promptly upon assumption
and assignment.  The ACOM Debtors believe that they will be able
satisfy the standards regarding the assumption of the Contracts.

Entercom or the Alternative Buyer will provide adequate assurance
of future performance before any Executory Contract may be
assigned.  The ACOM Debtors fully expect that any Purchaser will
be able to satisfy this standard, be it Entercom or an
Alternative Buyer.

To facilitate a prompt resolution of cure disputes, if any,
relating to the Assumed Contracts, the ACOM Debtors propose these
deadlines and procedures:

   (1) The ACOM Debtors have proposed competitive bidding
       procedures to maximize their proceeds for the Station
       Assets.  The ACOM Debtors will serve a copy of the Bidding
       Procedures Order together with the Notice of Proposed
       Assumption and Assignment of Contracts by regular mail to
       all non-Debtor parties to the Assumed Executory Contracts.  
       The Notice will advise the non-Debtor parties of the
       requirement to file a Cure Objection by the Cure Objection
       Deadline;

   (2) Any objecting Contract Party is required to file and
       serve its objection, in writing, setting forth with
       specificity any and all Cure Obligations that it asserts
       must be cured or satisfied, and any and all objections to
       the potential assumption and assignment of the Assumed
       Executory Contract;

   (3) To be considered a timely Cure Objection, the Cure
       Objection must be filed with the Court and a copy
       delivered so that these parties receive the Cure Objection
       no later than 12:00 noon, prevailing Eastern Time, on
       April 19, 2004:

       (a) Shelley C. Chapman, Esquire
           Willkie Farr & Gallagher LLP
           787 Seventh Avenue
           New York, New York 10019;

       (b) Jim Zerefos
           Adelphia Communications
           5619 DTC Parkway
           Greenwood Village, Colorado 80111;

       (c) W. Dean Salter, Esquire
           Holme Roberts & Owen LLP
           1700 Lincoln Street, Suite 4100
           Denver, Colorado 80203;

       (d) Armand Sadoughi
           Lazard Freres & Co. LLC
           30 Rockefeller Plaza, 62nd Floor
           New York, New York 10020;

       (e) Mark Broude, Esquire
           Latham & Watkins LLP
           885 Third Avenue, Suite 1000
           New York, New York 10022; and

       (f) John C. Donlevie
           Entercom Buffalo, LLC
           401 City Avenue, Suite 809
           Bala Cynwyd, Pennsylvania 19004

       The ACOM Debtors may, in their sole discretion, extend the
       Cure Objection Deadline once or successively without
       further notice, but they are not obligated to do so;

   (4) Unless a Cure Objection is timely filed and served, the
       Court may authorize or effect the assumption and
       assignment of the Executory Contract at the hearing to
       consider the approval of the Sale without regard to any
       objection the party may have;

   (5) Any Contract Party who fails to file and serve a Cure
       Objection will be deemed to have waived and released any
       Cure Objection and will be forever barred and estopped
       from asserting or claiming against the ACOM Debtors, the
       Purchaser or any other assignee of the relevant Assumed
       Executory Contract that (i) any additional amounts are due
       or defaults exist or (ii) conditions to assignment must be
       satisfied, under the Assumed Executory Contract for the
       period before the Petition Date;

   (6) Any Cure Objection must set forth:

       (a) the cure amount the objector asserts is due;

       (b) the period to which the amounts relate; and

       (c) the specific types and dates of any alleged defaults
           and pecuniary losses and conditions to assignment;

   (7) Hearings with respect to Cure Objections, if any, may be
       held at the Sale Hearing or other earlier or later date as
       the Court may designate, provided however, that any
       Assumed Executory Contract that is the subject of a Cure
       Objection may be assumed and assigned before the
       resolution of the Cure Objection based on the ACOM Debtors
       providing adequate assurance of their ability to cure any
       Cure Obligation in accordance with Section 365(b)(1) of
       the Bankruptcy Code;

   (8) The ACOM Debtors reserve the right to remove any Assumed
       Executory Contract from the Cure Schedule and withdraw
       the request to assume and assign any Assumed Executory
       Contract if they reasonably determine or the Court fixes a
       Cure Obligation that is materially greater than the Cure
       Obligation they anticipated; and

   (9) A timely filed and served Cure Objection will reserve the
       party's rights respecting the Cure Obligation but will not
       be deemed to constitute an objection to the sale of the
       Station Assets.

The ACOM Debtors assert that these procedures will help
facilitate the resolution of any issues concerning cure amounts
and the assumability of the Station Contracts. (Adelphia
Bankruptcy News, Issue No. 55; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


ADSTAR: Stock Price Triggers Series A Preferred Stock Conversion
----------------------------------------------------------------
AdStar, Inc. (Nasdaq: ADST, ADSTW), a leading software and
application service provider for the classified advertising
industry, announced that as a result of the company's common stock
closing above $2.25 per share on March 31, 2004, 1,443,457 shares
of Series A preferred stock issued to Tribune Company in March
2002 have automatically converted to common stock. As a result of
this conversion, the shares have lost their liquidation preference
to the common stock of approximately $1.8 million, plus accrued
and unpaid dividends.

                     About AdStar, Inc.

AdStar, Inc. (Nasdaq: ADST, ADSTW) is a leading provider of e-
commerce transaction software and services for the advertising and
publishing industries. AdStar's proprietary suite of e-commerce
services includes remote ad entry software, web-based ad
transaction services, and payment processing and content
processing solutions, which were acquired from Edgil Associates in
October 2003. Today, AdStar's ad transaction infrastructure powers
classified ad sales for more than 40 of the largest newspapers in
the United States, the Newspaper Association of America's
bonafideclassifieds.com, CareerBuilder, and a growing number of
other online and print media companies. EdgCapture, Edgil's
automated payment process solution, is currently employed by call
centers in more than 100 of the nation's leading newspaper and
magazines. AdStar is headquartered in Marina del Rey, Calif., and
its Edgil office is in North Chelmsford, Mass.

                        *   *   *

In its Form 10-KSB for the fiscal year ended December 31, 2003
filed with the Securities and Exchange Commission, Adstar Inc.
reports:

            Liquidity and Capital Resources

"At December 31, 2003, we had an accumulated deficit of
$14,166,000. We have incurred significant recurring net losses for
the years ended December 2002 and 2003 of $2,160,000 and
$2,842,000. Our 2002 and 2003 net losses were principally
attributable to our shift in focus from an on-line business to an
ASP business. We expect to continue to incur losses until we are
able to increase revenues significantly from fees based on the
number of purchases transacted through our ASP product. We believe
cash on hand of $2,092,000 at December 31, 2003 coupled with our
recent acquisition of Edgil, which is currently generating
positive cash flows, AdStar's reduction in personnel at the
beginning of January 2004 and expected increase in revenues from
our continued success in growing our ASP business will generate
sufficient capital to meet our cash needs through the next twelve
months. We are in the process of closing an additional $1,500,000
in convertible debt during the second quarter of 2004 to further
enhance our ability to grow organically and position us to take
advantage of additional strategic acquisitions and revenue sharing
arrangements should they present themselves

"We are optimistic that our growing ASP business will continue to
be accepted in the marketplace. However, our ability to sell ASP
business products and service offerings during the current year
may be hampered by the current unstable climate in the advertising
market, the geo-political climate, including the war in Iraq, and
state of the economy in general. These factors, coupled with
unproven ability of our newly acquired subsidiary, Edgil, to
continue to generate positive cash flow, possible competition from
other vendors, the extended selling cycle in our industry, and
customer delays in customization and implementations, could delay
our ability to increase revenue to a level sufficient to cover our
expenses.

"We currently have no additional borrowings available to us under
any credit arrangement, and we are continuing to look for
additional financing. Adequate funds may not be available or may
not be available on terms favorable to us or at all. If additional
funds are raised through the issuance of equity securities,
dilution to existing stockholders may result. If funding is
insufficient at any time in the future, we may be unable to
develop or enhance our products or services, take advantage of
business opportunities or respond to competitive pressures, any of
which could have a material adverse effect on our financial
position, results of operations and cash flows."


AIR CANADA: Projected Cash Budget Through June 18, 2004
-------------------------------------------------------
Air Canada provides the CCAA Court and its creditors with updated  
cash flow projections for the period March 20 to June 18, 2004.  
For that period, the Applicants expect to have CN$125,700,000 net
cash inflow after payment of aircraft lease payments to lessors
who have executed restructured lease agreements to date but prior
to the payment of any additional amounts to any other lessors.  
This would result in a CN$1,027,600,000 ending cash balance at
June 18, 2004.

The Applicants recorded CN$478,100,000 in net cash inflow for the
period April 1, 2003 to March 19, 2004.  As a result, the
Applicants' combined cash balance in its Canadian and United
States bank accounts as at March 19, 2004 was CN$902,000,000.

                           Air Canada
                 Consolidated Cash Flow Forecast
            For the Period March 20 to June 18, 2004

Receipts

   Credit card & direct passenger receipts     CN$1,524,800,000
   Airtime and travel agent settlement              535,100,000
   Cargo/Freight                                     40,500,000
   Accounts receivable                               79,000,000
   Miscellaneous                                              0
   CIBC Facility                                              0
   Funding from pension plan                         25,800,000
                                               ----------------
   Total Receipts                              CN$2,205,200,000
                                               ----------------

Disbursements

   Payroll & Benefits                           (CN$582,100,000)
   Retiree payments                                 (26,700,000)
   Pension contributions                                      0
   Fuel                                            (346,200,000)
   Airport related charges                         (218,100,000)
   Aircraft maintenance                             (96,400,000)
   Food, Beverages & Supplies                       (68,700,000)
   IBM Advantis (Computer support)                  (46,100,000)
   Marketing                                        (13,000,000)
   Travel agent incentive commission                (43,800,000)
   Insurance                                        (13,900,000)
   Funding of foreign operations                    (54,000,000)
   Other operating costs                           (208,000,000)
   U.S. immigration tax remittances                  (9,000,000)
   Airport improvement fees                         (39,500,000)
   GST remittances                                  (45,000,000)
   Transportation tax                               (31,200,000)
   Security tax remittances                         (49,500,000)
   Professional fees                                (13,000,000)
                                               ----------------
   Operating Disbursements                    (CN$1,903,700,000)
                                               ----------------

   Capital Expenditures                          (CN$73,400,000)
   Repayment of CIBC Facility                       (52,900,000)
   Interest payments and fees re CIBC Facility       (9,000,000)
   Other                                             (1,500,000)
                                               ----------------
   Non-Operating Disbursements                  (CN$136,800,000)
                                               ----------------

   Net Aeroplan Cashflows                           105,900,000
   Net Air Canada Vacations Cashflows                48,000,000
                                               ----------------
   Cash Flows Re: Non-CCAA Applicants            CN$153,900,000
                                               ----------------

Aircraft lease payments                            (193,000,000)

Net Cash Inflow/(Outflow)                           125,700,000

Opening cash balance                                902,000,000
                                               ----------------
Ending cash balance                            CN$1,027,600,000
                                               ================

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


AMERADA HESS: John Rielly Named Sr. VP & Chief Financial Officer
----------------------------------------------------------------
Amerada Hess Corporation (NYSE: AHC) announced that John P. Rielly
has been named Senior Vice President and Chief Financial Officer,
effective April 1, 2004. Mr. Rielly, 41, replaces John Y.
Schreyer, 64, who will retire from Amerada Hess Corporation
effective April 30, 2004.

Mr. Rielly joined Amerada Hess in 2001 as Vice President and
Controller. Prior to joining the Corporation, Mr. Rielly was
employed for 17 years at Ernst & Young, where he became a Partner
in 1996.

The Corporation also announced that John J. Scelfo, has been named
Senior Vice President, Finance and Corporate Development.  Mr.
Scelfo joined Amerada Hess in 2003 as Vice President and Chief
Financial Officer -- Worldwide Exploration and Production.
Previously he served as Chief Financial Officer of Sirius
Satellite Radio and Dell Asia Pacific, and spent 19 years in
various financial positions with Mobil Oil.
    
In announcing John Schreyer's retirement, Amerada Hess Chairman
and CEO John Hess stated that, "we are deeply grateful to John for
his strong leadership, tireless dedication and invaluable
contributions during his 14 years with the Company."

                About Amerada Hess Corporation

Amerada Hess (S&P, BB+ Mandatory Convertible Preferred Shares
Rating, Negative Outlook), headquartered in New York, is a global
integrated energy company engaged in the exploration for and the
production, purchase, transportation and sale of crude oil and
natural gas, as well as the production and sale of refined
petroleum products.


AMERICAN SPORTS: Case Summary & 65 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: American Sports International, Ltd.
             dba Basketball Products International Inc.
             dba American Athletic, Inc.
             200 American Avenue
             Jefferson, Iowa 50129

Bankruptcy Case No.: 04-41108

Debtor affiliates filing separate chapter 11 petitions:

Entity                                     Case No.
------                                     --------
Sport Court, Inc.                          04-41107
American Sports Products Group, Inc.       04-41109
American Sports Systems, Inc.              04-41110

Type of Business: The Debtor is a premier supplier of athletic
                  equipment primarily to institutions such as
                  high schools, clubs, and universities in the
                  United States. It offers a variety of products
                  including gymnastics apparatus, athletic mats,
                  custom padding, basketball equipment,
                  volleyball equipment, and divider curtains.
                  See http://www.americanathletic.com/

Chapter 11 Petition Date: March 17, 2004
  
Court: Northern District of Georgia (Rome)

Judge: Paul W. Bonapfel

Debtors' Counsels: Jason H. Watson, Esq.
                   John C. Weitnauer, Esq.
                   Troy J. Aramburu, Esq.
                   Alston & Bird LLP
                   One Atlantic Center
                   1201 West Peachtree Street
                   Atlanta, GA 30309-3424
                   Tel: 404-881-4796
                   Fax: 404-881-7777

                            Estimated Assets    Estimated Debts
                            ----------------    ---------------
American Sports             $10 M to $50 M      $10 M to $50 M
International, Ltd.
Sport Court, Inc.           $10 M to $50 M      $10 M to $50 M
American Sports Products    $50 M to $100 M     $50 M to $100 M
Group, Inc.
American Sports Systems,    $0 M to $500,000    $50 M to $100 M
Inc.

A. American Sports Inter.'s 22 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Blackstone Mezzanine          Senior Subordinated    $19,637,640
Partners, L.P.                Debt
345 Park Avenue, 28th Floor
New York, NY 10154

General Electric Capital      Secured Credit          Unsecured.
Corporation                   Facility, consisting    Amount, if
                              of: (i) Revolving       any,
                              Loan, (ii) Term Loan,   unknown.
                              and (ii) Letter of
                              Credit Obligations.
                              Total outstanding for
                              Revolving Loan
                              $23,369,131, Term
                              Loan $15,000,000,
                              Letter of Credit,
                              $975,000. Value of
                              collateral is unknown

Qycell Corporation            Trade                     $243,413

Foamex                        Trade                     $143,653

Aeroform                      Trade                      $83,551

ABF Freight System Inc.       Trade                      $81,937

Value Vinyls Inc.             Trade                      $79,558

Des Moines Bolt Supply        Trade                      $69,702

Wellmark Blue Cross           Trade                      $67,300

Iowa Electric Light & Power   Trade                      $51,307
Company

Shaw Industries Inc.          Trade                      $50,297

Georgia-Pacific Corp.         Trade                      $49,933

J. R. Trucking Inc.           Trade                      $49,268

Strongwell Chatfield          Trade                      $45,936
Division

Joseph T. Ryerson and Son     Trade                      $45,708

Acme Printing Co. Inc.        Trade                      $45,086

Pactiv Corp.                  Trade                      $44,816

Simonsen Iron Works Inc.      Trade                      $44,592

Earle M. Jorgensen Co.        Trade                      $40,724

Lyn Rus Corp.                 Trade                      $40,563

Greene County Treasurer       Trade                      $38,676

PricewaterhouseCoopers LLP    Trade                      $38,250

B. Sport Court, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Blackstone Mezzanine          Senior Subordinated    $19,637,640
Partners, L.P.                Debt
345 Park Avenue, 28th Floor
New York, NY 10154

General Electric Capital      Secured Credit          Unsecured.
Corporation                   Facility, consisting    Amount, if
                              of: (i) Revolving       any,
                              Loan, (ii) Term Loan,   unknown.
                              and (ii) Letter of
                              Credit Obligations.
                              Total outstanding for
                              Revolving Loan
                              $23,369,131, Term
                              Loan $15,000,000,
                              Letter of Credit,
                              $975,000. Value of
                              collateral is unknown

Equistar Chemicals LP         Trade                     $286,104
2718 Collections Center Dr.
Chicago, IL 60693

Dutro Custom Fabrication      Trade                     $209,542

Techmer PM                    Trade                     $158,144

ABF Freight Systems           Trade                     $122,160

Utah Employment Services LLC  Trade                      $74,508

Thorpe North & Western        Trade                      $69,165

JM Process Control            Trade                      $62,935

ITW Foils                     Trade                      $61,552

Tharco                        Trade                      $51,566

American Athletics Inc.       Trade                      $48,832

Utah Power                    Trade                      $42,080

Schutt Manufacturing Co.      Trade                      $41,714

Tarkett USA Inc.              Trade                      $40,763

RB Rubber Products Inc.       Trade                      $36,170

United Parcel Service         Trade                      $33,530

Carron Net Company            Trade                      $32,677

LMCC Inc.                     Trade                      $32,452

FNT Industries                Trade                      $28,823

Ray, Quinney & Nebeker        Trade                      $28,803

Jones Worldwide Inc.          Trade                      $25,431

C. American Sports Products' 21 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Blackstone Mezzanine          Unsecured Loan         $20,156,930
Partners, L.P.                Principal
345 Park Avenue, 28th Flr     $18,703,695
New York, NY 10154            Accr Cash Int
                              $1,945,521
                              Accr PIK Int
                              $98,714
                              Warr. Disc.
                              $591,000

General Electric Capital      Unsecured Loan          $3,359,488
Corporation                   Principal
Counsel:                      $3,117,282
J. Douglas Bacon, Esq.        Accr Cash Int
Latham & Watkins LLP          $324,254
Sears Tower, Suite 5800       Accr PIK Int
233 South Wacker Drive        $16,452
Chicago, IL 60606             Warr. Disc.
                              $98,500

Reed James Seaton             Note Payable            $1,346,426
11109 Pencewood Court         $562,164
Austin, TX 78750              Employment Contract
                              $784,262

Larry Fie                     Note Payable            $1,234,554
1205 Southfield Drive         $557,562
Jefferson, IA 50129           Put Liability
                              $676,992

Robert G. Allison             Note Payable              $524,983
17700 North Rim Drive
Leander, TX 78641

Kevin C. West                 Note Payable              $524,983
1800 Fall Creek Drive
Cedar Park, TX 78613

Joyce Gitch                   Note Payable              $279,458
1927 Brown Deer Trail
Coralville, IA 52241

Arnon J. Rosan                Note Payable              $169,770

Chuck Fleishman               Employment Contract       $165,000

McGraw Hill Construction      Trade Account             $131,156

Robert A. Hale                Employment Contract       $110,000

Phillip Newman                Note Payable               $94,317

PricewaterhouseCoopers        Trade Account              $62,200

Robert Schlesinger            Note Payable               $60,796

Larry Arbuckle                Note Payable               $60,796

Robert P. Cadwell             Note Payable               $60,796

Zamborski & Associates, LLC   Trade Account              $40,000

Willis of Texas, Inc.         Trade Account              $37,500

Marshall Jones                Note Payable               $35,097

David Bartley                 Note Payable               $35,097

Michael Jones                 Note Payable               $35,097

D. American Sports Systems' 2 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Blackstone Mezzanine          Unsecured Loan         $19,637,640
Partners, L.P.                Principal
345 Park Avenue, 28th Floor   $18,703,695
New York, NY 10154            Accr Cash Int
                              $1,945,521
                              Accr PIK Int
                              $98,714
                              Warr. Disc.
                              $591,000

General Electric Capital      Unsecured Loan          $3,272,940
Corporation                   Principal
Counsel:                      $3,117,282
J. Douglas Bacon, Esq.        Accr Cash Int
Latham & Watkins LLP          $324,254
Sears Tower, Suite 5800       Accr PIK Int
233 South Wacker Drive        $16,452
Chicago, IL 60606             Warr. Disc.
                              $98,500


ARLINGTON HOSPITALITY: 2003 Net Loss Widens to $5.6 Million
-----------------------------------------------------------
April 1, 2004 / Business Wire

Arlington Hospitality, Inc. (Nasdaq/NM: HOST), a hotel development
and management company, announced results for the fourth quarter
and year ended December 31, 2003.

The company also announced that it has sold two hotels in March
and entered into a commitment to renew its operating line of
credit through April 2005.

               Fourth Quarter and 2003 Results

Revenues declined 15.6 percent in the 2003 fourth quarter to $15.1
million, compared to $17.9 million in the same period a year
earlier, primarily reflecting lower revenues from the sale of
hotels and fewer hotels owned and operated by the company.

Net loss for the 2003 fourth quarter was $1.9 million, compared to
a net loss of $1.9 million in the previous year. These results
include non-cash hotel impairment charges of $262,000 pre-tax
($157,000 after tax) and $542,000 pre-tax ($320,000 after tax) in
the fourth quarter of 2003 and 2002, respectively. The fourth
quarter 2003 and 2002 results also include net losses from
discontinued operations of $168,000 and $472,000, respectively,
including additional impairment charges of $16,000 pre-tax
($10,000 after tax) and $450,000 pre-tax ($270,000 after tax),
respectively, related to the non-AmeriHost hotels classified as
discontinued operations.

For full-year 2003, revenues rose 6.4 percent to $72.6 million
from $68.2 million the prior year, due primarily to the revenue
from the sale of more AmeriHost Inn hotels in 2003. The hotel
sales also resulted in a decline in hotel operating revenues from
consolidated AmeriHost Inn hotels during 2003.

Net loss for 2003 was $5.6 million, compared to a net loss of $1.7
million for 2002. These results include non-cash hotel impairment
provisions of approximately $5.1 million pre-tax ($3 million after
tax) and $542,000 pre-tax ($320,000 after tax) in 2003 and 2002,
respectively. In addition, the company reported a loss from
discontinued operations of approximately $1.5 million and $1.1
million, both net of tax, including approximately $909,000, pre-
tax ($571,000 after tax) and $450,000 pre-tax ($270,000 after tax)
of additional impairment, in 2003 and 2002, respectively, related
to the non-AmeriHost hotels classified as discontinued operations.

The above-mentioned non-cash hotel impairment charges have been
recorded primarily in connection with the company's previously
announced plan for hotel disposition and increased focus on hotel
development. Discontinued operations relates to the operations of
the non-AmeriHost Inn hotels sold, or expected to be sold within
the next 12 months, which have been reclassified from continuing
operations.

"2003 was a year of significant transition for Arlington, as we
began implementing a new strategy that focuses on hotel
development and sales rather than our previous ownership/
operations business model," said Jerry H. Herman, president and
chief executive officer. "We initiated a hotel disposition program
to sell off nearly half of our hotel assets and redeploy the
proceeds into an expanded development program that envisions
building or acquiring/converting 10 to 15 AmeriHost Inns annually
by the end of 2005. We also significantly strengthened our hotel
development team to match our business goals, and recently
completed the implementation of new marketing efforts to enhance
hotel revenues. In addition, we significantly reduced our mortgage
debt, and continued our efforts to expand the AmeriHost Inn brand
owned by Cendant Corporation (NYSE: CD)."

                  Sells Two Hotels in March

In March 2004, the company sold two hotels: the 84-room AmeriHost
Inn in Redding, Calif., and the 60-room AmeriHost Inn in Upper
Sandusky, Ohio. Gross proceeds from the two sales were $7.1
million, and the company subsequently reduced its hotel mortgage
debt by $3.9 million.

                  Line of Credit Renewal

The company announced that it has entered into a commitment to
renew its line of credit with LaSalle Bank NA through April 30,
2005. Under terms of the lender's commitment, Arlington's current
$5.5 million line limit will be reduced through hotel sales-
related paydowns and/or the passage of time to $3.5 million. In
addition, the interest rate will be adjusted to 10 percent
annually. The loan covenants will be similar to those in the
existing facility.

In anticipation of this new reduced limit, the company already has
used some of the proceeds from the two March hotel sales to pay
down the current line of credit to the $4 million level. As a
result of these hotel sales, the limit on the renewed line of
credit will begin at $4.0 million, stepping down to $3.5 million
on February 28, 2005. The commitment is subject to the closing of
the renewed loan by April 30, 2004. "As we begin to shift more to
a development mode, we intend to seek longer-term financing to
better align with the duration of the development and sales cycle
times, as well as new construction or acquisition/conversion
financing," Herman said. "We also are considering engaging an
investment advisor in the near future to assist us in achieving
this goal."

               AmeriHost Inn Room Revenues

Fourth quarter 2003 same-room revenue per available room (RevPAR)
for the company's AmeriHost Inn hotels increased 1.2 percent to
$29.08, compared to the same period a year earlier. Same-room
RevPAR for the AmeriHost Inn hotels for all of 2003 was down
slightly, 0.3 percent, to $32.40. The comparable midscale without
food and beverage segment, according to Smith Travel Research, was
up 3.8 percent and up 0.5 percent, respectively, for the 2003
fourth quarter and full year.

                     2003 Highlights

-- Disposition program update--In July 2003, the company unveiled
a plan to dispose of 25 to 30 hotels over a two-year period. From
January 1, 2003 through July 2003, the company had sold five
hotels and, for the full year, sold 11 hotels, a single-year
Arlington record.

In accordance with SFAS No. 144, "Accounting for Long-Lived
Assets," the company's AmeriHost Inn hotel assets designated for
sale within the next 12 months have been classified as "held for
sale" on the accompanying balance sheet as of December 31, 2003.
The operations of these hotels have not been treated as
"discontinued operations" in the consolidated statement of
operations due to the company's long-term royalty-sharing
agreement with Cendant for all AmeriHost Inn hotels, which
provides for a revenue stream to the company after the properties
are sold and remain AmeriHost Inns. The operations of the non-
AmeriHost Inn hotels to be sold under the disposition program have
been reclassified from the company's continuing operations and
presented as "discontinued operations" on the consolidated
statements of operations.

"With the economy and hotel industry showing signs of recovery, we
are seeing increased interest from potential buyers of our
hotels," he noted. "We have engaged multiple brokers to assist in
the marketing of our hotels. We currently have five hotels under
sales agreements and are marketing an additional 20 properties. At
this time, we believe we will achieve total net proceeds of
between $11.9 million and $12.3 million as a result of the plan we
refer to as Operation Sell (including hotels already sold), which
falls within the lower end of our previously announced range of
$11.5 million to $14.7 million."

It should be noted that when the company has hotels under contract
for sale, even with nonrefundable cash deposits in certain cases,
certain conditions to closing remain, and there can be no
assurance that these sales will be consummated as anticipated. Any
forecasted amounts from closed or pending sales could differ from
the final amounts included in the company's applicable quarterly
and annual financial statements when issued. Furthermore, such
forecasted amounts do not represent guidance on, or forecasts of,
the results of the company's entire consolidated operations, which
are reported on a quarterly basis.

Information on Arlington's hotels being brokered for sale can be
obtained by calling Steve Miller, Senior Vice-President of Real
Estate and Business Development, at 847-228-5400, extension 312,
or e-mailing stevem@arlingtonhospitality.com .

-- Development program update--The company revamped its
development program, enhancing and expanding its development team
with the hiring of three experienced industry veterans. The
company began construction on one hotel and opened four hotels
during 2003.

"Steve Miller and his team came on board in the second half of
2003 and have conducted a thorough review of development
opportunities in certain regions of the country. Based on their
research, we will first focus our future development in markets
where we have a proven track record, California and the Midwest.
We also have identified certain areas in the Southeastern U.S.
where we might possibly expand the AmeriHost Inn brand. We expect
to break ground on at least one property in the Midwest during the
second quarter, using our 80- to 90-room design, which was created
for larger markets."

"Most of the development, which will be the updated design in
larger markets, is expected to be in joint ventures or building
for third parties, and our outreach efforts to these parties is
scaling up," Herman pointed out.

-- Lease restructuring update--The company also announced February
26, 2004 that it, on behalf of a wholly-owned subsidiary, was
attempting to restructure the terms of 21 long-term leases on
AmeriHost Inn hotels with its hotel landlord, PMC Commercial Trust
(AMEX: PCC). Arlington announced on March 16, 2004 that the
parties entered into a temporary letter agreement that expires on
April 30, 2004 and provides that base rent will continue to accrue
at the rate of approximately $445,000 per month, as set forth in
the lease agreements. However, the base rent payments due and
payable on March 1, 2004 and April 1, 2004 were reduced to
approximately $360,000 per month. Additionally, the company's
subsidiary was allowed to utilize $200,000 of its security deposit
held with PMC to help fund these payments.

When the temporary letter agreement expires on April 30, 2004, the
company's deferred portion of the base rent (approximately
$170,000) will be due, and the security deposit must be restored
by $200,000 to its March 12, 2004 balance. The temporary agreement
also provided for the gathering and sharing of certain information
regarding a possible restructuring of the lease.

"Resolving this issue is a top priority for us," said Herman. "We
currently are in a fact-exchanging stage and expect to move into
further negotiations. Of course, there can be no assurance of the
outcome of such negotiations and our efforts for a mutually
beneficial restructuring of the lease."

-- Strengthened the balance sheet--During the year, the company
used the proceeds from the sale of 10 hotels to reduce the
company's long-term mortgage debt by $16.5 million. As of December
31, 2003, the company's total mortgage debt and line of credit
balance was $69.7 million, or 15.7 percent lower than the December
31, 2002 total balance of $82.6 million. The company expects to
continue reducing its long-term mortgage debt through Operation
Sell.

-- Enhanced Cendant fees--"During the year, the AmeriHost Inn
brand broke through the 100-property barrier, a significant
milestone," Herman noted. The brand ended the year with 103
hotels, including opening the first property in Canada. The number
of AmeriHost Inns franchised by companies other than Arlington
increased to 46 properties in 2003, up from 10 hotels at the end
of 2000. As a result, Arlington's incentive and royalty sharing
fees rose 38 percent to $278,000 in the 2003 fourth quarter and
improved 65 percent to $972,000 for the year, compared to the same
2002 periods.

                   Common Stock Update

In the 2003 fourth quarter, the company completed a 1-for-100
reverse stock split, which immediately was followed by a 100-for-1
forward split. The shares of approximately 800 stockholders who
owned less than 100 shares each, or approximately 33,000 common
shares in the aggregate, were redeemed by the company, resulting
in an approximate 40 percent reduction in our number of
shareholders. Shareholders owning 100 or more shares prior to the
split were not affected by this transaction.

From time to time, the company may utilize cash to purchase its
own common stock. Currently, the board of directors has authorized
the company to buy back, at any time and without notice, up to 1
million shares of its own common stock under certain conditions.
In 2003, the company purchased 36,800 shares under this
authorization in addition to the reverse-forward spilt purchases.

              About Arlington Hospitality

Arlington Hospitality, Inc. is a hotel development and management
company that builds, operates and sells mid-market hotels.
Arlington is the nation's largest owner and franchisee of
AmeriHost Inn hotels, a 103-property mid-market, limited-service
hotel brand owned and presently franchised in 22 states and Canada
by Cendant Corporation (NYSE: CD). Currently, Arlington
Hospitality, Inc. owns or manages 62 properties in 16 states,
including 55 AmeriHost Inn hotels, for a total of 4,511 rooms,
with one additional AmeriHost Inn & Suites hotels under
construction.

                     *   *   *

In its Form 10-K for the fiscal year ended December 31, 2003 filed
with the Securities and Exchange Commission, Arlington
Hospitality, Inc. reports:

                LIQUIDITY AND CAPITAL RESOURCES

"During 2003, the cash flow from hotel operations continued to
decline, due to many factors such as downturn in the hotel
industry for most of 2003 and its effect on hotel room demand,
increased competition in our markets, and increasing operating
costs such as labor, maintenance, utilities and insurance. The net
cash flow from the operations of many of our hotels has been
insufficient to support their related mortgage debt payments, or
lease payments, primarily to PMC, as well as necessary and ongoing
capital expenditures. There can be no assurance that these costs
will not increase further at rates greater than our revenues. In
addition, our hotel development activity for joint ventures has
also decreased over the past two years, with only one joint
venture project completed in 2003. As a result, the cash flow from
all of our business segments, with the largest amount funded by
the sale of hotel properties, has been utilized to maintain
liquidity and meet the line-of-credit availability reductions. A
smaller amount has been used for investment in new hotel
development. The factors impacting us in 2003, as well as the
reduction in the availability of our corporate line of credit,
have at times created liquidity issues. We have been able to
maintain our liquidity primarily through the sale of hotels.

"We believe that during the next twelve months, in order to
maintain our liquidity, it is critical for us to continue to sell
hotel properties. In addition, we seek to increase income from our
existing hotel properties by focusing on new revenue enhancement
opportunities, and aggressive cost controls. We believe that an
upturn in the economy will result in increased demand for hotel
rooms, including ours, and such upturn could result in
significantly improved hotel operating results. However,
historically we have seen that lodging demand trends will
typically lag six to nine months behind any such economic trends.
We have also been in discussions with PMC requesting a reduction
in our subsidiary's monthly lease payment and other modifications.

"Our principal liquidity needs for periods beyond twelve months
are for the cost of new developments, property acquisitions,
scheduled debt maturities, major renovations, expansions and other
non-recurring capital improvements.

"In addition to our normal operational and growth oriented
liquidity needs, other contingencies may also have a significant
impact on us, including the impact of seasonality on our hotel
operations and hotels sales, and the inability to pay off mortgage
loans when maturing.

"We believe our revenues, together with proceeds from financing
activities will continue to provide the necessary funds for our
short-term liquidity needs. However, material changes in these
factors, including factors that could inhibit our ability to sell
hotels under acceptable terms and within certain time frames, may
adversely affect net cash flows. Such changes, in turn, would
adversely affect our ability to fund debt service, lease
obligations, capital expenditures, and other liquidity needs. In
addition, a material adverse change in our cash provided by
operations may affect the financial performance covenants under
our unsecured line of credit and certain mortgage notes."


ATLANTIC EXPRESS: S&P Assigns B Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B' rating to
Atlantic Express Transportation Corp.'s $115 million senior
secured notes offering due 2008. Standard & Poor's also assigned
its 'B' corporate credit rating to Atlantic Express. The outlook
is negative. The notes, which are issued at a holding company, are
guaranteed, on a senior secured basis, by substantially all the
company's existing and future domestic restricted subsidiaries.
Guarantor subsidiaries account for almost all of the revenues and
assets of the company.

The Staten Island, N.Y.-based school bus transportation company,
which emerged from Chapter 11 bankruptcy protection in December
2003, has about $150 million of lease-adjusted debt.

"Ratings reflect the company's substantial debt burden, limited
liquidity, and competitive end markets, partly offset by a fairly
predictable revenue stream," said Standard & Poor's credit analyst
Lisa Jenkins. Atlantic Express is the fourth largest (albeit in a
very fragmented industry) provider of school bus transportation in
the U.S. and the leading provider in New York City. School bus
services account for 87% of revenues. The company also provides
paratransit services for physically and mentally disabled
passengers and other services, including express commuter lines
and tour buses (13%). As of Dec. 31, 2003, the company operated a
fleet of approximately 6,400 vehicles.

Atlantic Express has been in operation for over 30 years and has
well-established relationships with many of its customers,
primarily school districts in New York, Missouri, Vermont,
Massachusetts, Illinois, California, Pennsylvania, and New Jersey.
Much of Atlantic Express'revenue base is tied to the New York City
Department of Education, which accounted for about 38% of revenues
in fiscal 2003 (fiscal year end is June 30). Atlantic Express has
had a relationship with the DOE since 1979. The current contract
is up for renewal in mid-2005. Atlantic Express' revenue stream is
fairly predictable, with contracts typically
ranging between one to five years and a high renewal rate.However,
most contracts are fixed price, which leaves the company
vulnerable to unexpected increases in costs.

Atlantic Express experienced a material increase in costs
(especially insurance costs) during fiscal 2002, which contributed
to significant liquidity pressures and led the company to file for
Chapter 11 bankruptcy protection in August 2002. Despite its
emergence from Chapter 11, Atlantic Express remains highly
leveraged, with pro forma debt/EBITDA (adjusted for operating
leases) of over 5x. Operating performance is expected to improve
modestly as a result of cost-reduction initiatives and efforts to
improve pricing as contracts are renewed. This should allow for
some debt reduction over the next few years. However, competitive
markets, exposure to unanticipated cost increases, and the
potential for modest acquisitions could limit the improvement.

Atlantic Express' liquidity is very constrained but should show
modest improvement with the refinancing efforts currently under
way. Ratings assume that the company's cost-cutting and revenue-
enhancement efforts will translate into an improved financial
profile. If the expected improvement does not occur, or the New
York City contract is not renewed on acceptable terms, or
liquidity comes under increased pressure, ratings could be
reviewed for potential downgrades.


AVAYA: Will Host 2nd Quarter 2004 Earnings Webcast on April 27
--------------------------------------------------------------    
Avaya Inc. (NYSE: AV), a leading global provider of communications
networks and services for businesses, invited investors and others
to listen to its quarterly earnings conference call to be
broadcast live over the Internet on Tuesday, April 27, 2004, at
5:00 p.m. EST.

To access the Webcast and presentation notes accompanying the
conference call, log onto Avaya's Web site at
http://www.avaya.com/investorsand follow the instructions. The  
Webcast will be available in our archives after the call at
the same Web address.

You also may listen to a replay of the conference call beginning
at 8:00 p.m. EST on April 27, 2004 through May 4, 2004 by dialing
800-642-1687 within the United States and 706-645-9291 outside the
United States. The replay access code is 6432275.
    
Avaya Inc. (S&P, B+ Corporate Credit Rating) designs, builds and
manages communications networks for more than 1 million businesses
worldwide, including 90 percent of the FORTUNE 500(R). Focused on
businesses large to small, Avaya is a world leader in secure and
reliable Internet Protocol (IP) telephony systems and
communications software applications and services.

Driving the convergence of voice and data communications with
business applications -- and distinguished by comprehensive
worldwide services -- Avaya helps customers leverage existing and
new networks to achieve superior business results. For more
information visit the Avaya Web site: http://www.avaya.com/


BRIDGEPORT METAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bridgeport Metal Goods Manufacturing Co.
        800 Union Avenue
        Bridgeport, Connecticut 06607

Bankruptcy Case No.: 04-50412

Type of Business: The Debtor is engaged in the business of
                  manufacturing, decorating and assembling
                  plastic cosmetic containers and packaging
                  products.  See http://www.bmgmfg.com/

Chapter 11 Petition Date: March 30, 2004

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsels: Irve J. Goldman, Esq.
                   Jessica Grossarth, Esq.
                   Pullman & Comley
                   850 Main Street
                   Bridgeport, CT 06601

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Moldpro Company                            $481,262
36 Denman Thompson Avenue
West Swanzey, NH 03446

Eyelet Crafters, Inc.                      $386,217
P.O. Box 2542
Waterbury, CT 06723-2542

Beardsley, Brown & Bassett, Inc.           $178,405

Garrett Hewitt International               $125,758

Tech Industries, Inc.                      $124,978

City of Bridgeport                          $86,884

Powell Products, Inc.                       $85,864

Sanderson MacLeod                           $84,212

Public Service of New Hampshire             $79,721

Innerpac Northeast, Inc.                    $68,416

Polyone Distribution                        $57,573

JENFLO-BMG-Wire                             $53,990

WILBEA- Herman K. Beach, III, Trustee       $52,615

Work Vision, Inc.                           $49,555

Acckos BMG                                  $49,230

Newell Rubbermaid, Inc.                     $48,479

Ace Mold, Ltd.                              $46,080

Performance Polymers, Inc.                  $44,181

ITW Foils                                   $42,151

Pieciak & Company, P.C.                     $41,782


BUCKEYE: Closing Cork, Ireland, Manufacturing Facility in August
----------------------------------------------------------------
Buckeye Technologies Inc. (NYSE:BKI) announced that it will
discontinue producing airlaid nonwoven materials at its Cork,
Ireland facility by August. The Company will continue to meet
customer needs for airlaid nonwoven materials by producing these
products at its facilities in Delta, British Columbia, Canada;
Steinfurt, Germany; and Gaston, North Carolina.

Buckeye Chairman, David B. Ferraro, stated, "Airlaid nonwoven
materials are a very important part of Buckeye's product
portfolio. Although we will cease production at the small single-
line Cork plant, we will meet current and anticipated needs for
these materials by increasing output at our three larger
facilities. This consolidation will enable us to improve our
overall airlaid nonwoven materials operating results by about $7
million annually and reduce working capital needs by about $4
million. We will begin to realize these benefits in the October-
December quarter and anticipate achieving all the savings by the
end of fiscal 2005."

Mr. Ferraro further commented, "It is extremely unfortunate that
market conditions necessitate closure of the Cork facility and
termination of approximately 83 dedicated employees. The Company
will incur restructuring costs, including employee termination
expenses, of approximately $3 million during the next six months.
Additionally, we will include a non-cash asset impairment charge
relating to the Cork facility of about $27 million after tax in
our March financial results."

Buckeye (S&P, BB- Corporate Credit Rating, Stable Outlook), a
leading manufacturer and marketer of specialty cellulose and
absorbent products, is headquartered in Memphis, Tennessee, USA.
The Company currently operates facilities in the United States,
Germany, Canada, Ireland and Brazil. Its products are sold
worldwide to makers of consumer and industrial goods.


CALPINE: Completes Purchase of Brazos Power Plant for $175 Million
------------------------------------------------------------------    
Calpine Corporation (NYSE: CPN) completed the purchase of the
Brazos Valley Power Plant in Fort Bend County, Texas, for
approximately $175 million. Fueled by natural gas, the combined-
cycle facility is designed to generate 570 megawatts of
electricity for the growing Texas power market.

Calpine's wholly owned subsidiary, Calpine Construction Finance
Company, L.P. (CCFC I), acquired the companies that owned the
Brazos Valley project with net proceeds of approximately $150
million from the January sale of its half-interest in the Lost
Pines 1 Power Project. As a result, CCFC I had the opportunity to
defer tax liability by conducting a like-kind exchange. With the
expected cash flow and earnings from the plant, the acquisition
represented the best investment opportunity for Calpine, CCFC I
and CCFC I bondholders, who consented to the acquisition.

Peter Gross, vice president, Calpine marketing and sales, said the
deal was financially advantageous, noting, "The addition of Brazos
Valley to Calpine's portfolio will provide further opportunities
to enhance the efficiencies of our operating system, lower our
cost of production and better meet our customers' needs."

Calpine is the largest independent power producer in ERCOT and has
the cleanest, most fuel-efficient fleet of natural gas-fired
facilities. With this transaction, Calpine has 11 power plants in
ERCOT, capable of generating more than 6,700 megawatts of
electricity for the growing ERCOT market. The company's system of
plants is designed to sell power under both short- and long-term
contracts to wholesale and industrial power customers.

Brazos Valley is located about 25 miles southwest of Houston. It
entered commercial operations in July 2003 and is powered by two
General Electric 7FA turbines.

CCFC1 acquired Brazos Valley from a consortium of banks that had
provided construction financing for the power plant and had taken
possession of the plant from the original developer in 2003.
     
Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook), celebrating its 20th year in power in 2004, is a leading
North American power company dedicated to providing electric power
to wholesale and industrial customers from clean, efficient,
natural gas-fired and geothermal power facilities. The company
generates power at plants it owns or leases in 21 states in the
United States, three provinces in Canada and in the United Kingdom
and is building a plant in Mexico. Calpine is also the world's
largest producer of renewable geothermal energy, and owns or
controls approximately one trillion cubic feet equivalent of
proved natural gas reserves in the United States and Canada. For
more information about Calpine, visit http://www.calpine.com/


CALPINE CORP: Inks Safeway Inc. Three-Year Power Sales Contract
---------------------------------------------------------------    
Calpine Corporation (NYSE: CPN) announced that its retail energy
service provider subsidiary, Calpine PowerAmerica, has entered
into a three-year power sales agreement with Safeway Inc. to
provide approximately 110 megawatts to Safeway facilities
throughout California.  The contract marks the single largest
California retail transaction Calpine has entered into to date.  
Power deliveries are scheduled to begin June 1, 2004.

"Calpine has created a large system of new, highly-efficient power
plants in California, allowing the company to deliver reliable
power to customers throughout the state.  As a result, Calpine is
uniquely positioned to provide cost effective energy solutions for
a company as large and diversified as Safeway," according to Curt
Hildebrand, Calpine's Vice President of Marketing and Sales.  
"Calpine views retail contracts such as this as an essential
cornerstone of California's energy market.  By allowing direct
access power procurement from generators, California's employers
can better manage their energy expenses and remain at the
forefront of the global economy."

Joe Pettus, Safeway's Vice President of Fuel and Energy
Operations, said "Calpine's commitment to California, coupled with
Safeway's continued ability to participate in direct access, means
that we can keep our costs low, which ultimately translates into
lower prices for our customers."

Calpine operates 39 highly efficient, natural gas-fired and
geothermal power plants in California, capable of generating
nearly 3,900 megawatts. Three projects now under construction will
bring Calpine's California portfolio to more than 5,800 megawatts,
enough electricity to power almost 6 million homes.  In addition,
the company has permitted another six California projects in
anticipation of continued growth in demand for reliable, cost-
effective generation in the state.

The contract with Safeway marks the first time Calpine has entered
into a power sales agreement that calls for energy deliveries
throughout the entire state as opposed to a single location.  The
high reliability and flexibility of Calpine's fleet of power
plants enable the company to deliver a system-based energy product
and at an attractive retail price and superior commercial terms.

Calpine has made an unprecedented investment in California's
energy infrastructure through the construction and operation of
the State's newest, cleanest, and most efficient fleet of power
projects.  Calpine is the State's single largest producer of power
from renewable resources, the first company to license and
construct a major California power project in more than a decade,
and is responsible for the first baseload generation built in the
San Francisco Bay Area in more than 30 years.  Since July 2001,
Calpine has added almost 2,500 megawatts of new capacity in
California -- an accomplishment unmatched by any other company in
the energy industry.     

Calpine Corporation (S&P, CCC+ Senior Unsecured Convertible Note
and B Second Priority Senior Secured Note Ratings, Negative
Outlook), celebrating its 20th year in power in 2004, is a leading
North American power company dedicated to providing electric power
to wholesale and industrial customers from clean, efficient,
natural gas-fired and geothermal power facilities.  The company
generates power at plants it owns or leases in 21 states in the
United States, three provinces in Canada and in the United
Kingdom.  Calpine also owns or controls approximately one trillion
cubic feet equivalent of proved natural gas reserves in the United
States and Canada.  The company is listed on the S&P 500, and was
named FORTUNE's 2004 America's Most Admired energy company.  
Calpine was founded in 1984 and is publicly traded on the New York
Stock Exchange under the symbol CPN. For more information about
Calpine, visit http://www.calpine.com/


CONTINENTAL AIRLINES: Operating Results Improve in March 2004
-------------------------------------------------------------
Continental Airlines (NYSE: CAL) reported a March systemwide
mainline load factor of 75.8 percent, 4.2 points above last year's
March load factor.  

In addition, the airline had a March domestic mainline load factor
of 74.9 percent, 0.7 points above March 2003, and an international
mainline load factor of 77.2 percent, 9.6 points above March 2003.
    
During the month, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 79.9 percent and a
systemwide mainline completion factor of 99.7 percent.
    
In March 2004, Continental flew 5.4 billion mainline revenue
passenger miles (RPMs) and 7.2 billion mainline available seat
miles (ASMs) systemwide, resulting in a traffic increase of 10.7
percent and a capacity  increase of 4.5 percent as compared to
March 2003.  Domestic mainline traffic was 3.2 billion RPMs in
March 2004, up 6.3 percent from March 2003, and domestic
mainline capacity was 4.3 billion ASMs, up 5.4 percent from March
2003.

Systemwide March 2004 passenger revenue per available seat mile
(RASM) is estimated to have increased between 4.5 and 5.5 percent
compared to March 2003.  For February 2004, RASM decreased 2.5
percent as compared to February 2003.

Continental's regional operations (Continental Express) set a
record March load factor of 67.7 percent, 3.5 points above last
year's March load factor.  Regional RPMs were 584.9 million and
regional ASMs were 863.4 million in March 2004, resulting in a
traffic increase of 39.4 percent and a capacity increase of 32
percent versus March 2003.

Continental Airlines is the world's seventh-largest airline with
more than 2,400 daily departures throughout the Americas, Europe
and Asia.  Continental serves 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
nearly 200 additional points are served via codeshare partner
airlines.  With 42,000 mainline employees, the airline has
hubs serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  FORTUNE ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  FORTUNE also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.  Visit http://continental.com/for more company  
information.

                       *   *   *

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

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


CONTINENTAL AIRLINES: Elects Oscar Munoz to Board of Directors
--------------------------------------------------------------
Continental Airlines (NYSE: CAL) announced the election of Oscar
Munoz, executive vice president and chief financial officer of CSX
Corporation, to its board of directors.  In addition, Munoz will
serve on the board's audit committee.

"We are fortunate to have someone of Oscar's caliber join our
board and audit committee," said Gordon Bethune, Continental's
chairman and chief executive officer.  "His independence,
extensive financial experience and demonstrated leadership will
benefit Continental and its shareholders."

At CSX Corporation, Munoz, age 45, is responsible for all
financial, strategic planning, information technology and real
estate activities for one of the largest rail and logistics
networks in the United States.  His financial duties include
management of all accounting, tax and treasury activities for CSX,
which operates domestic rail services, as well as intermodal and
global container terminal operations through other subsidiaries.  
Munoz formerly served as chief financial officer and vice
president of AT&T Consumer Services, and has previously held key
financial positions with Coca Cola Enterprises, the Coca Cola
Company and USWest Communications, Inc.
    
In 2001, Munoz was named one of the "100 Most Influential
Hispanics" by Hispanic Business magazine.
    
Munoz received his BS in Business Administration from the
University of Southern California in 1982 and an MBA from
Pepperdine University in 1986.  He is married with four children
and resides in Jacksonville, Florida.

Continental Airlines is the world's seventh-largest airline with
more than 2,400 daily departures throughout the Americas, Europe
and Asia.  Continental serves 128 domestic and 111 international
destinations -- more than any other airline in the world -- and
nearly 200 additional points are served via codeshare partner
airlines.  With 42,000 mainline employees, the airline has
hubs serving New York, Houston, Cleveland and Guam, and carries
approximately 51 million passengers per year.  FORTUNE ranks
Continental one of the 100 Best Companies to Work For in America,
an honor it has earned for six consecutive years.  FORTUNE also
ranks Continental as the top airline in its Most Admired Global
Companies in 2004.  Visit http://continental.com/for more company  
information.

                       *   *   *

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

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


CWMBS INC: Fitch Takes Rating Actions on Series 2004-J3 Notes
-------------------------------------------------------------
CWMBS, Inc.'s $211.8 million mortgage pass-through certificates
series 2004-J3, CHL Mortgage Pass-Through Trust 2004-J3 classes A-
1 through A-7, class X, class PO and class A-R (senior
certificates) are rated 'AAA' by Fitch Ratings. In addition, class
M ($3,383,700) is rated 'AA', class B-1 ($1,309,900) is rated 'A',
class B-2 ($655,000) is rated 'BBB', privately offered class B-3
($436,700) is rated 'BB', and privately offered class B-4
($327,500) is rated 'B' by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.00%
subordination provided by the 1.55% class M, the 0.60% class B-1,
the 0.30% class B-2, the 0.20% class B-3, the 0.15% class B-4, and
the 0.20% class B-5 (not rated by Fitch). Fitch believes the above
credit enhancement will be adequate to support mortgagor defaults
as well as bankruptcy, fraud and special hazard losses in limited
amounts. In addition, the ratings also reflect the quality of the
underlying mortgage collateral, strength of the legal and
financial structures and the master servicing capabilities of
Countrywide Home Loans Servicing LP (Countrywide Servicing), a
direct wholly owned subsidiary of Countrywide Home Loans, Inc.
(CHL). Countrywide Servicing is rated an 'RMS2+' for master
servicing and 'RPS1' for primary servicing by Fitch.

The senior certificates are collateralized primarily by a pool of
conventional, fully amortizing, mostly 30-year fixed-rate,
mortgage loans secured by first liens on one- to four-family
residential properties. As of the cut-off date (March 1, 2004),
the aggregate pool balance totaled $218,301,665. The weighted-
average original loan-to-value ratio (OLTV) was 73.33%. Cash-out
and rate/term refinance loans represent 8.25% and 26.49% of the
mortgage pool, respectively. Second homes account for 4.79% of the
pool. The average loan balance is $502,999. The weighted average
FICO credit score is approximately 747. The three states that
represent the largest portion of mortgage loans are California
(50.00%), New York (12.60%) and Florida (5.47%).

Countrywide Servicing will directly service approximately 82.20%
of the mortgage loans. HSBC will directly service approximately
13.05% of the mortgage loans. Bank United will directly service
approximately 3.36% of the mortgage loans.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust. For federal income
tax purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits (REMICs). The
Bank of New York will act as Trustee.


DEPCO INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Depco Inc.
        P.O. Box 178
        Pittsburg, Kansas 66762

Bankruptcy Case No.: 04-21217

Type of Business: The Debtor is a provider of technology
                  education programs throughout the nation and
                  North America.  See http://www.depcoinc.com/

Chapter 11 Petition Date: March 29, 2004

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtor's Counsel: Cynthia F. Grimes, Esq.
                  Grimes & Rebein, L.C.
                  15301 West 87th Street Parkway - Ste. 200
                  Lenexa, KS 66219
                  Tel: 913-888-4800

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Stratays, Inc.                              $74,337

Autodesk, Inc.                              $65,001

Intelitek                                   $39,211

The Sierra Group, Ltd., LLC                 $29,800

Educational Robot Company                   $14,010

Techno-Isel                                 $13,155

Ingram Micro                                $12,486

eCost.com                                   $12,037

We Think Sew/B-Sew Inn                      $11,690

Applied Magic - ScreenPlay                  $11,089

SMART Technologies, Inc.                     $9,609

Cynmar Corp.                                 $8,260

IASCO                                        $8,142

Ettingers Office Supply Co.                  $7,861

Case Supply, Inc.                            $7,393

Technical Training Aids                      $7,381

Roadway Express                              $6,701

Kolar Business Machines                      $6,689

Crawford County Treasurer                    $6,642

Wal-Mart                                     $6,129


DII INDUSTRIES: Turns to King & Spalding for Litigation Advice
--------------------------------------------------------------
DII Industries, LLC and its debtor-affiliates seek the Court's
authority to employ King & Spalding, LLP, as special counsel in
connection with their Chapter 11 cases to represent their
interests in these litigation matters:

   * Cause No. C-2002-25489 -- Johann F. Benkendorfer v. Oxy
     Vinyls, L.P. and Simmons Fabricators, Inc. in the 80th
     Judicial District Court of Harris County, Texas

   * Cause No. E-170050 -- Edna May Campbell, et al. v. AMOCO
     Corporation, et al. in the 172nd Judicial District Court of
     Jefferson County, Texas

   * Cause No. 2002-17911 -- Beatrice Semien, et al. v. Kellogg
     Brown & Root in the 234th Judicial District Court of Harris
     County, Texas

   * Cause No. 2002-00615 -- Armon Alan Goss and Teresa Ann Goss
     v. Kellogg Brown & Root, Inc., et al. in the 215th Judicial
     District Court of Harris County, Texas

   * Cause No. 2002-14983 -- Jorge Aguilar, et al. v. Kellogg
     Brown & Root., Inc., et al. in the 164th Judicial District
     Court of Harris County, Texas

   * Cause No. 2002-14984 -- Abel Arguelles, et al. v. Kellogg
     Brown & Root, Inc., et al. in the 334th Judicial District
     Court of Harris County, Texas

   * Cause No. 2002-14370 -- Mercer Black, Dawn Black v. Kellogg
     Brown & Root, Inc., et al. in the 152nd Judicial District
     Court of Harris County, Texas

   * Cause No. 2002-14369 -- Adrian Ayala, et al. v. Phillips
     Petroleum Company, et al. in the 80th Judicial District
     Court of Harris County, Texas

   * Cause No. 2002-14987 -- Rose Samuels, et al. v. Kellogg
     Brown & Root, Inc., et al. in the 270th Judicial District
     Court of Harris County, Texas

   * Cause No. 00-05021-00-0-E -- Debra Angell, et al. v. Oxychem
     Corporation, et al. in the 148th Judicial District Court of
     Nueces County, Texas

   * August 3, 2003 -- In re Derrick Joseph Marks

   * Cause No. 2003-16039 -- Dwayne Carmouche vs. Jacobs
     Engineering Group, Inc., et al. in the 11th Judicial
     District Court of Harris County, Texas

   * Cause No. 2003-36279 -- Gerald McAfee, et ux. vs. Zachary
     Construction Corporation, et al. in the 281st Judicial
     District Court of Harris County, Texas

   * Cause No. DC-02-246 -- Jo Ann G. Gonzalez, et al. v.. Brooks
     Well Servicing, Inc., et al. in the 229th Judicial District
     Court of Duval County, Texas

   * Cause No. 2003-30153 -- Norma Smith as Representative of the
     Estate of Carvin Travis Smith vs. Kellogg Brown & Root,
     Inc., et al. in the 152nd Judicial District Court of Harris
     County, Texas

   * Cause No. 2003-003583 -- Phelps Dodge Morenci, Inc. vs.
     Kellogg Brown & Root, Inc. -- In the Superior Court of the
     State of Arizona in and for the County of Maricopa

   * Cause No. 02CV1372 -- Sarah McCormick et al. v. Radiator
     Specialty Company, et al. in the 405th Judicial District
     Court of Galveston County, Texas

   * Cause No. 2001-64843 -- Rene Bell, et al. v. Brown & Root,
     Inc., et al. in the 152nd Judicial District Court of Harris
     County, Texas

   * Cause No. 63,549-A -- Charmaine Jeffords, Individually and
     as Next Friend of Julia M. Jeffords, a Minor, et al. vs.
     Genie Industries, Inc. in the Galveston County Probate
     Court, Galveston, Texas

   * Cause No. H-03-5134 -- Bredero Price Company and Bredero
     Shaw LLC v. Pacific Employers Insurance Company in the
     United States District Court for the Southern District of
     Texas, Houston Division

King & Spalding was employed by the Debtors prior to the Petition
Date and has continuously represented them since then.  The
Debtors hired King & Spalding because of the firm's recognized
experience and expertise in certain litigation matters.  It would
be inefficient and costly to now require the Debtors to identify
and retain substitute counsel to represent them in the
litigations.  In addition, doing so could be detrimental to the
progress of these actions, compromise the Debtors' interests and
harm their estates.  Thus, the Debtors believe that employing
King & Spalding to continue to represent them is both necessary
and appropriate.

King & Spalding has agreed to be compensated for its services
based on the services rendered, the results achieved, the
difficulties encountered, the complexities involved and other
appropriate factors.  King & Spalding will be compensated on an
hourly basis:

                Partner              $320 - 500
                Associates            195 - 310
                Legal Assistants            150
                Document Clerks              85

In addition, King & Spalding will be reimbursed for all
reasonable and necessary out-of-pocket expenses incurred in
connection with its employment.

R. Bruce Hurley, Esq., at King & Spalding, assures the Court that
the firm does not hold or represent an interest adverse to the
Debtors, their creditors, or their estates with respect to the
matters for which it will be engaged.

Headquartered in Houston, Texas, Kellogg, Brown & Root is engaged
in the engineering and construction business, providing a wide
range of services to energy and industrial customers and
government entities in over 100 countries. DII has no business
operations.  The Company filed for chapter 11 protection on
December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N.
Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at
Kirkpatrick & Lockhart LLP, represent the Debtors in their
restructuring efforts.  (DII & KBR Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


DPL INC: Fitch Lowers Ratings & Watch Negative Continues
--------------------------------------------------------
Fitch Ratings has lowered DPL Inc.'s (DPL) senior unsecured debt
rating to 'BB' from 'BBB-'; the first mortgage bond rating of
utility subsidiary The Dayton Power & Light Company (DP&L) is
lowered to 'BBB' from 'A-'. All ratings remain on Rating Watch
Negative.

The downgrade follows DPL's announcement of a further delay in
filing its Report 10-K and resulting constraints upon corporate
liquidity. The inability to file certified financial statements in
a timely manner represents an event of default under DPL's $150
million term loan and $150 million revolving credit facilities.
There are currently no drawings under either facility. The company
has obtained waivers from its lenders that extend through May 31,
2004 that enable the company to maintain the existing borrowing
terms and to access the credit facilities if the 10-K is filed
within the waiver period.

DPL is also in non-compliance with its other debt agreements, but
in each case has a grace period that generally ranges from 60 days
to 90 days to remedy the event of non-compliance. Failure to file
certified financial statements by the end of the grace period
would most likely result in further negative rating actions. A
preliminary recovery analysis that largely reflects the equity
value of utility subsidiary DP&L indicates there is substantial
asset coverage of DPL's and DP&L's debt obligations taking into
account potential capital calls related to the equity portfolio.
The utility has EBITDA of roughly $600 million and total debt of
only $700 million. Even at a conservative multiple that results in
substantial asset coverage of DPL's debt obligations of about $1.4
billion.

Although the company appears to have sufficient cash to fund the
repayment of $500 million 6.82% senior notes due April 6, 2004,
liquidity which may be needed to meet unexpected events or to fund
potential capital calls related to its private equity portfolio
will be constrained from external sources until the 10-K is filed
and access to external funding is restored. Positively, failure to
fund capital calls on the equity portfolio does not trigger any
cross-default provisions. The company plans to file its 10-K after
resolution of an internal inquiry by the Board of Directors Audit
Committee related to allegations raised by the company's
controller. However, there is currently no time table to do so.
Additionally, DPL changed auditors in April 2003. Both the current
and previous accounting firms are currently reviewing the
company's financial statements and there is potential for
restatement risk. Management has stated that it does not expect
2003 financial statements to differ materially from the company's
announced unaudited 2003 results.

Ratings changed and remain on Rating Watch Negative are:

DPL Inc.

        --Senior unsecured debt to 'BB' from 'BBB-';
        --Trust preferred stock to 'B+' from 'BB';
        --Short-term remains 'B'.

Dayton Power & Light

        --First mortgage bonds to 'BBB' from 'A-';
        --Collateralized PCRBs to 'BBB' from 'A-';
        --Preferred stock to 'BB+' from 'BBB';
        --Short-term to 'B' from 'F2'.

DPL Inc. is a diversified regional energy company. DPL's principal
subsidiaries include The Dayton Power & Light Company (DP&L) and
DPL Energy (DPLE). DP&L provides electric services to 500,000
retail customers in West Central Ohio. DPLE operates about 4,600
megawatts of generation capacity and markets wholesale energy
throughout the eastern half of the United States. DPL also
maintains a diversified portfolio of financial assets.


ENCORE ACQUISITION: S&P Rates $150M Senior Sub. 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.


ENERGY WEST: Modifies LaSalle Bank-Backed Credit Facility
---------------------------------------------------------
Energy West, Incorporated (Nasdaq: EWST), a natural gas, propane
and energy marketing company serving the Rocky Mountain states,
announced that it has successfully negotiated terms that modifies
its existing credit facility with LaSalle Bank National
Association.

The revised credit facility converts $8 million of existing short-
term debt into a $6 million, five-year term note, and a $2 million
bridge loan due on September 30, 2004 and reduces the short-term
revolving facility, which expires on October 31, 2004, from $23
million to $15 million. The $2 million bridge loan must be repaid
with the proceeds of a placement of equity securities by the
Company. The terms of the new agreement also allow the Company to
pay a dividend subject to certain restrictions. Any decision with
respect to the timing and amount of future dividends will be made
by the Board of Directors of the Company.

Under the terms of the old agreement with LaSalle, the Company was
required to restructure its long-term debt by March 31, 2004. The
new agreement allows the credit facilities with LaSalle to remain
secured on an equal and ratable basis with the Company's existing
long-term debt, eliminating the old agreement's requirement to
restructure such long-term debt. According to Company officials,
the elimination of this requirement has saved the Company a
considerable amount of time and money.

Energy West's Interim President and CEO, John C. Allen stated, "We
are very excited about the successful renegotiation of the credit
facilities with LaSalle. LaSalle has proven to be a great business
partner, and we look forward to an ongoing, mutually beneficial
relationship."


ENRON CORP: Asks Court to Clear Springs Settlement Agreement
------------------------------------------------------------
Enron Energy Services, Inc. and Enron Services Operations, Inc.
sought and obtained the Court's approval of a settlement
agreement they entered into with Springs Industries, Inc., in
satisfaction of the parties' obligations under these Agreements:

   (a) Energy and Facilities Management Agreement, dated
       March 31, 2000 by and between EESO and Springs, as amended
       on June 1, 2001 and August 31, 2000, and all confirmations
       thereunder; and

   (b) Confirmations (Swaps) dated November 16, 2001 Nos.
       328974, 328975, 328988, 324836, and 326528 between EESI
       and Springs.

Pursuant to the Agreements, EESI and EESO provided Springs and
certain of its affiliated entities with power, natural gas,
energy project design and construction and bill payment services.
As credit support for the Agreements, Enron Corp. issued a
Guaranty Agreement, dated March 3, 2000, for the benefit of
Springs.  On January 4, 2002, the Court authorized EESI and EESO
to reject the Agreements pursuant to Section 365 of the
Bankruptcy Code.

According to Melanie Gray, Esq., at Weil, Gotshal & Manges LLP,
in New York, EESI and EESO have invoiced Springs approximately
$9,800,000 for services rendered pursuant to the Agreements.
Springs has filed proofs of claim for rejection damages against
EESI, EESO, and Enron for about $80,874,464.  Springs indicated,
among other things, that it believes that it is entitled to
recoup any rejection damages it has suffered against the accounts
receivable owed to EESI and EESO.

To settle their disputes, the parties entered into a Settlement
Agreement, which provides for:

   (i) a payment by Springs to EESO and EESI;

  (ii) Springs' withdrawal, with prejudice, of all proofs of
       claim; and

(iii) mutual releases by EESI, EESO, and Springs of all claims,
       obligations and liabilities under the Agreements,
       including, without limitation, the Guaranty.

Ms. Gray contends that the Settlement Agreement is in the best
interest of the estates of EESI and EESO because, among other
things, it:

   (i) provides for a partial recovery to EESI and EESO based
       on their accounts receivable from Springs;

  (ii) results in the final satisfaction of all claims between
       EESI, EESO and Springs related to the Agreements,
       including, without limitation the Guaranty;

(iii) mitigates the risk that Springs would have a claim,
       payable under EESI's and EESO's plan of reorganization,
       greater than EESI's and EESO's accounts receivable from
       Springs; and

  (iv) mitigates the risk that Springs would be entitled to
       recoup or setoff all of its rejection damages against the
       accounts receivable owed to EESI and EESO. (Enron
       Bankruptcy News, Issue No. 103; Bankruptcy Creditors'
       Service, Inc., 215/945-7000)


ENRON CORP: Reaches Pact Settling Powerspares Dispute
-----------------------------------------------------
Enron North America and Powerspares, Inc. entered into a Purchase
and Sale Agreement on September 22, 2000.  Under the Purchase
Agreement, ENA sells to Powerspares certain parts to gas turbine
generators held in various storage facilities.  In exchange,
Powerspares was to pay ENA $1,000,000, in four installments, the
first on August 16, 2000 and the final payment on September 30,
2001.  In addition, Powerspares agreed to remove the Equipment
from the various storage facilities on or before certain dates,
the latest of which to occur 60 days after the effective date of
the Contract.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
informs the Court that Powerspares only paid ENA $725,000 of the
Purchase Price.  ENA attempted to collect the remaining amount
due since July 2001.  In February 1, 2002, ENA also sent a demand
letter to Powerspares, to no avail.

Powerspares asserts, and ENA disputes, that its ability to resell
the Equipment is hampered because ENA has not verified the
operating history and quality of the Equipment, which Powerspares
assert ENA was required to do pursuant to the Contract.

To amicably settle the dispute, ENA and Powerspares executed a
Settlement Agreement and Mutual Release on November 10, 2003.  
Under the Settlement, the parties agree that:

   (a) Powerspares will pay to ENA $105,000, in three
       installments, each backed with a letter of credit; and

   (b) they will exchange mutual releases of all claims,
       obligations and liabilities under the Contract.

As it avoids protracted litigation and provides for partial
recovery to ENA, upon ENA's request, Judge Gonzalez approves the
Settlement in all respects. (Enron Bankruptcy News, Issue No. 103;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


EQUIFIN: Records Losses Despite Increased Revenues in Q4 & FY 2003
------------------------------------------------------------------
EquiFin, Inc. (AMEX:II and II,WS), announced fourth quarter and
full-year results for the period ended December 31, 2003.

For the fourth quarter ended December 31, 2003, the Company had
revenues of $681,000, a 27% increase versus $536,000 for the year
earlier period. The Company had a loss from continuing operations
of $399,000, or ($0.06) per share, versus a loss of $288,000 or
(0.04) per share for the fourth quarter of 2002.

The Company reported revenues for the full-year ended December 31,
2003 of $2,150,000, a 32.7% increase versus $1,619,000 for the
year earlier period. The Company reported a loss from continuing
operations of $1,588,000, or ($0.21) per share, compared to a loss
from continuing operations of $1,334,000 or ($0.17) per share for
the year ended December, 2002. The income from discontinued
operations in 2003 was $65,000, or $0.01 per share, versus
$223,000 or $0.03 per share. The net loss for 2003 was $1,523,000
or ($0.20) per share, compared to $1,111,000 or ($0.14) per share
for the 2002 period.

"We continue to make solid progress in our development as a
finance company," said Walter Craig, EquiFin's President and Chief
Executive Officer. "We did see during 2003 an increased interest
in our credit services from small and mid-sized businesses. It
takes time to build a loan portfolio of sufficient size to create
a profitable operation on a consolidated basis. However, our
operating division Equinox Business Credit Corp. had positive cash
flow during the second half of 2003 and generated a profit of
approximately $12,000 in the fourth quarter. As we move through
2004, we are highly focused on building a portfolio of quality
assets and further streamlining operations so that we can make a
significant move toward consolidated profitability."

                        *   *   *

In its Form 10-KSB for fiscal year ended December 31, 2003 filed
with the Securities and Exchange Commission, Equifin, Inc.
reports:

            Liquidity and Capital Resources

"Cash used in operating activities amounted to $916,000 for the
year ended December 31, 2003.  Investing activities required cash
of $6,904,000, which included $7,474,000 for development of the
loan portfolio which was offset to an extent by $250,000 received
from the sale of a participation.  Financing activities provided
$8,510,000 in cash, which included $6,066,000 in borrowings and
$2,880,000 from the sale of convertible notes.  The result of
these activities was a net increase in cash of $690,000 which
increased cash to $1,078,000 at year-end December 31, 2003.

"In December 2001, Equinox Business Credit Corp., an 81% owned
subsidiary of the Company, entered into a Loan and Security
Agreement with Wells Fargo Foothill, which provided for the
initiation of a $20,000,000 revolving credit facility.  The
agreement provides for interest at the prime rate plus 1.25%
(equal to 5.25% at December 31, 2003).  Equinox is permitted to
borrow under the Credit Facility at up to 85% of the borrowing
base, which consists of eligible notes receivable, as defined in
the Agreement.  Under the terms of the Agreement, as amended,
Equinox must maintain tangible net worth (including subordinated
debt) of $3,000,000 from December 31, 2003 through February 29,
2004; $3,050,000 through May 31, 2004; $3,100,000 through August
31, 2004 and $3,150,000 thereafter; a leverage ratio, as defined,
of not more than 5 to 1 and an interest coverage ratio of not less
than 1.1 to 1, increasing to 1.25 to 1 beginning April 2004.  
Equinox did not maintain the tangible net worth requirement for
December 31, 2002, January 31, 2003, February 28, 2003 and June
30, 2003 and the interest coverage ratio at September 30, 2003.  
Through amendments to the Agreement, the lender waived the
defaults for those periods.  

"During 2004, Equinox is also required to realize, for each fiscal
quarter in 2004, 75% of its projected revenues and projected
earnings before tax based on projections previously furnished to
Foothill.  All the assets and the capital stock of Equinox are
pledged to secure the Credit Facility, which is also guaranteed by
the Company.  There was $9,839,000 outstanding on the Credit
Facility at December 31, 2003.  The Agreement matures December 19,
2004 and the has lender informed the Company that it does not
currently intend to renew the agreement.  

"The Company will seek to replace the credit facility prior to
maturity, however there can be no assurance that such efforts will
be successful.  If our current facility is not replaced, we might
negotiate a sale of our portfolio, apply all cash flow generated
by the loans securing the facility to pay down our borrowings
thereby adversely effecting our liquidity position.  In this
situation, we may not be able to satisfy our outstanding loan
commitments, originate new loans or continue to fund our
operations."

Also, the report of Equifin Inc.'s independent public accountants
includes this paragraph:

"The Company incurred net losses and negative cash flows from its
operating activities during 2003 and 2002. As of March 12, 2004,
the Company did not have any other source of funds to replace the
funds provided by the credit facility when it expires in December
2004. Such matters raise substantial doubt about the Company's
ability to continue as a going concern."


FALCON PRODUCTS: Names Phillip Pacey VP & Chief Financial Officer
-----------------------------------------------------------------
Falcon Products, Inc. (NYSE: FCP), a leading manufacturer of
commercial furniture, today announced the appointment of Phillip
J. Pacey as vice president and chief financial officer. Mr. Pacey
will begin on May 1, 2004. Mr. Pacey will oversee finance,
treasury, investor relations and tax functions and will report
directly to Franklin A. Jacobs, Falcon's chairman and chief
executive officer.

Mr. Pacey most recently served as senior vice president and chief
financial officer of O'Sullivan Industries Holdings, Inc., a
leading manufacturer of ready-to-assemble furniture. While at
O'Sullivan, he oversaw all aspects of finance, treasury and
information technology. In addition, he played a key role in the
financial and operational initiatives that reduced expenses and
improved working capital.

"We are pleased to have someone of Phillip's caliber," Mr. Jacobs
said. "He is an accomplished executive who will be an excellent
addition to our management team. We are confident that Phillip's
experience and demonstrated ability to control costs will help
drive Falcon's long-term growth and shareholder value."

Mr. Jacobs continued, "We are all doing what is necessary for this
company to succeed this quarter and into the future. We have taken
significant steps to restructure our costs and have meaningfully
reduced our breakeven point. In line with this, David Morley, our
president and chief operating officer, and I have been talking
about the duplication of our positions in these times of cost
reductions and downsizing. We determined that it did not make
sense at this time for both positions and David Morley offered to
resign his position as president and chief operating officer. He
will continue to consult with me on strategic alternatives as we
move forward.

"We are very appreciative for all David Morley has done these past
three years," Mr. Jacobs concluded. "He has helped us
strategically align our operations and drive efficiencies
throughout the organization. We wish him success in his future
endeavors."

Falcon Products, Inc., is the leader in the commercial furniture
markets it serves, with well-known brands, the largest
manufacturing base and the largest sales force. Falcon and its
subsidiaries design, manufacture and market products for the
hospitality and lodging, food service, office, healthcare and
education segments of the commercial furniture market. Falcon,
headquartered in St. Louis, Missouri, currently operates 8
manufacturing facilities throughout the world and has
approximately 2,100 employees.

                     *   *   *

As reported in the Troubled Company Reporter's March 22, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on furniture manufacturer Falcon Products Inc. to
'CCC' from 'B-', and lowered its subordinated debt rating on the
company to 'CC' from 'CCC'. The outlook is negative.

"The downgrade on St. Louis, Missouri-based Falcon Products Inc.
reflects the lower than expected profitability resulting from the
continued softness within the furniture segments the company
serves, as well as the company's breach of certain bank
covenants," said Standard & Poor's credit analyst Martin S.
Kounitz.


FEDERAL FORGE: Turns to Conway MacKenzie for Financial Advice
-------------------------------------------------------------
Federal Forge, Inc., asks permission from the U.S. Bankruptcy
Court for the Eastern District of Michigan, to employ Conway,
MacKenzie & Dunleavy as its financial advisors.

Conway MacKenzie is to provide restructuring advisory services
including:

      i) evaluating its business, assets and operations;

     ii) developing a longer range cash flow and income
         forecast;

    iii) evaluating its capital structure and financing
         alternatives;

     iv) formulating and evaluating a plan of reorganization;
         and

      v) negotiating a plan of reorganization with its creditors
         and other constituencies.

The Debtor assures the Court that Conway MacKenzie is a
"disinterested person" as that term is defined in the Bankruptcy
Code.

Donald S. MacKenzie, a partner in Conway MacKenzie reports that
his firm will bill the Debtor in its current hourly rates of:

         Designation                    Billing Rate
         -----------                    ------------
         Practice Management Support    $65 to $175 per hour
         Associates                     $215 to $275 per hour
         Senior Associates              $225 to $305 per hour
         Directors                      $325 to $350 per hour
         Partners                       $325 to $495 per hour

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


FOIL SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Foil Solutions, LLC
        17 Cotters Lane
        East Brunswick, New Jersey 08816

Bankruptcy Case No.: 04-20798

Type of Business: The Debtor provides services to the security,
                  hot stamping and coatings industry. See         
                  http://www.foilsolutions.com/

Chapter 11 Petition Date: March 31, 2004

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Brian D. Spector, Esq.
                  Spector & Ehrenworth, P.C.
                  30 Columbia Turnpike
                  Florham Park, NJ 07932-2261
                  Tel: 973-593-4800
                  Fax: 973-593-4848

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
McMoran, Bruce P.             Loan Balance              $416,220
P.O. Box 395
Sea Girt, NJ 08750

Sadasivan, Sundar             Trade Debt -              $291,974
27 West Knight Drive          Account Payable
Plainsboro, NJ 08536          and Loan Balance

Dick, John                    Loan Balance              $160,151

Mantell & Prince              Trade Debt -               $90,297
                              Account Payable

Stanton Hughes, Diana, Cerra  Trade Debt -               $61,228
                              Account Payable

McMoran, Lynette              Loan Balance               $54,313

McMoran, Bruce P.             Trade Debt -               $48,597
                              Account Payable

Randolph Products Co.         Trade Debt -               $26,469
                              Account Payable

Highview Properties           Statutory Lien             $23,533

Tidey, Tim Loan               Balance                    $21,000

SKC Films                     Trade Debt -               $16,530
                              Account Payable

Interfilm Holdings, Inc.      Trade Debt -               $15,661
                              Account Payable

Andrew Yadamiec, CPA          Services                   $13,990

McMoran, O'Connor & Bramley   Trade Debt -               $12,609
                              Account Payable

G.C. West v                   Trade Debt -               $11,596
                              Account Payable

PSE&G                         Trade Debt -                $8,555
                              Account Payable

Akzo Nobel Coatings Inc.      Trade Debt -                $8,387
                              Account Payable

Ogletree, Deakins, Nash,      Trade Debt -                $7,818
Smoak & Stewart               Account Payable

Inter-Com, Inc.               Trade Debt -                $7,638
                              Account Payable

Dick, John                    Trade Debt -                $5,754
                              Account Payable


GATEWAY INC: Shutting Down 188 Retail Stores on April 9
-------------------------------------------------------
Gateway, Inc. (NYSE: GTW) said that after reviewing strategic
options for its network of 188 company-operated retail stores, it
is planning to close the stores on April 9.

Gateway also said it is pursuing wider retail distribution of its
products in the U.S. and abroad.

The company will continue direct sales of Gateway products to
consumers and businesses via http://www.gateway.com/and 1-800-
Gateway.

As a result of Gateway's decision, approximately 2,500 retail
positions will be eliminated during the month of April as store
operations wind down.

Gateway will provide more detail on its brand and channel
strategies, as well as any revenue and cost implications of
closing the stores, when it announces its first quarter financial
results April 29.

                      About Gateway

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


GENERAL CHEMICAL: Exits Chapter 11, Shedding $106 Million of Debt
-----------------------------------------------------------------
General Chemical Industrial Products Inc. has completed
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of New Jersey.

Its First Amended Plan of Reorganization, As Modified, which was
confirmed by the Court on March 18, 2004, became effective on
March 31, 2004.

The company's Chapter 11 filing excluded General Chemical (Soda
Ash) Partners, all U.S. subsidiaries and all non-U.S.
subsidiaries, including General Chemical Canada Ltd. General
Chemical's previously existing common stock (OTCBB: GNMP) and
10-5/8 percent senior subordinated notes have been deemed
cancelled pursuant to the Plan.

"We are pleased to have completed our 'pre-arranged'
reorganization on the timetable we committed to when we filed in
December 2003," said De Lyle W. Bloomquist, newly appointed
President and Chief Executive Officer of General Chemical. "Thanks
to the efforts of our employees and the support of our customers
and suppliers, we continued normal worldwide operations during the
Chapter 11 proceedings without any adverse effect on our
customers. The Plan has allowed us to significantly deleverage our
balance sheet and reduce our debt-service costs, thus giving us
the ability to grow our business."

General Chemical's aggregate balance-sheet debt upon emergence is
approximately $52 million, representing a reduction of
approximately $106 million from the company's pre-petition funded
debt of $158 million. The Plan provides for the following:

-- Harbert Distressed Investment Master Fund Ltd. and General
   Chemical have entered into a new $45 million term loan
   agreement;

-- Harbert and General Chemical have entered into a new $17.5    
   million revolving loan agreement;

-- Harbert funded a subscription for 94 percent of new preferred
   stock, representing approximately 63.6 percent of the aggregate
   outstanding common shares, assuming full conversion of the
   preferred shares (subject to dilution for management incentive
   shares and for shares issued upon exercise of pre-petition
   senior subordinated note holder warrants);

-- Pre-petition senior subordinated note holders will receive
   approximately 98.5 percent of new common stock and 6 percent of
   new preferred stock, representing approximately 35.9 percent of
   the aggregate outstanding common shares, assuming full
   conversion of the preferred shares (subject to dilution for
   management incentive shares and for shares issued upon exercise
   of pre-petition senior subordinated note holder warrants). In
   addition, pre-petition senior subordinated note holders will
   receive warrants to acquire additional common shares;

-- Holders of existing common stock will receive approximately 1.5
   percent of the new common stock, representing approximately 0.5
   percent of the aggregate outstanding common shares, assuming
   full conversion of the preferred shares (subject to dilution
   for management incentive shares and for shares issued upon
   exercise of pre-petition senior subordinated note holder
   warrants). Because the Plan provides that fractional shares
   will be rounded down to the next whole number of shares, any
   holder of existing common stock who would not receive more than
   one share of the new common stock will not receive any
   distribution. The company believes this will be the case with
   the vast majority of the company's existing common stock
   holders;

-- Holders of pre-petition secured bank claims and debtor-in-
   possession facility claims have been paid in full.

Distributions to pre-petition senior subordinated note holders and
existing common-stock holders of new common shares and new
warrants, as applicable, will be made in accordance with the Plan.
The Plan is available at http://www.gogenchem.com/restructure.htm.

         About General Chemical Industrial Products Inc.

General Chemical's subsidiaries and affiliate are leading
producers of soda ash and calcium chloride. Additional information
about the company is available at http://www.gogenchem.com/


GERDAU AMERISTEEL: Raising $100-Mil. in Private Equity Placement
----------------------------------------------------------------
Gerdau Ameristeel Corporation (TSX: GNA.TO) intends to sell
26,800,000 common shares to its majority shareholder, Gerdau S.A.
The price of each share has been set at C$4.90 per share, the
closing price of the Company's common shares on the Toronto Stock
Exchange on March 31, 2004. The Company intends to use the total
net proceeds of approximately US$100 million for general corporate
purposes, which may include funding capital equipment or working
capital and repayment of debt.

The transaction is subject to approval of the Toronto Stock
Exchange and closing is expected to take place no later than
April 16, 2004. As of March 31, 2004 Gerdau Ameristeel has
198,196,559 shares outstanding. Gerdau S.A. indirectly holds
68.60%, or 135,954,900 of those shares. Upon completion of
the transaction Gerdau Ameristeel will have 224,996,559 common
shares outstanding of which 72.34%, or 162,754,900 shares, will be
held indirectly by Gerdau S.A.

Gerdau Ameristeel is the second largest minimill steel producer in
North America with annual manufacturing capacity of over 6.8
million tons of mill finished steel products. Through its
vertically integrated network of 11 minimills (including one 50%-
owned minimill), 13 scrap recycling facilities and 32 downstream
operations, Gerdau Ameristeel primarily serves customers in the
eastern half of North America. The company's products are
generally sold to steel service centers, fabricators, or directly
to original equipment manufacturers for use in a variety of
industries, including construction, automotive, mining and
equipment manufacturing. Gerdau Ameristeel's common shares are
traded on the Toronto Stock Exchange.

                          *   *   *

Standard & Poor's Ratings Services lowered its corporate credit
rating on Gerdau Ameristeel Corp. to 'B+' from 'BB-'.

In addition, Standard & Poor's lowered its senior secured bank
loan rating on Gerdau Ameristeel to 'BB-' from 'BB' and lowered
the company's senior unsecured debt rating to 'B' from 'B+'. The
'BB-' rating on the senior secured bank loan is one notch higher
than the corporate credit rating on Gerdau Ameristeel indicating
the high expectation of full recovery of principal in the event of
a default.

The outlook on the company is stable. Total debt for the Tampa,
Florida-based company was $722 million (including operating
leases) at December 2003. Gerdau AmeriSteel is North America's
second-largest minimill with annual capacity of 6.8 million tons.


GMAC COMM'L: Fitch Affirms BB Rating to 2000-FL-B Class F Notes
---------------------------------------------------------------
GMAC Commercial Mortgage Asset Corp.'s mortgage pass-through
certificates, series 2000-FL-B, are affirmed by Fitch Ratings as
follows:

        -- $3 million class E 'AAA';
        -- $9.3 million class F 'BB+'.

Fitch does not rate the $9.3 million class G. Classes A, B, C, and
D have paid off.

The rating affirmations reflect the concerns with the five
specially serviced loans and upcoming loan maturities within the
deal. The pool is currently composed of six loans, collateralized
by six health care properties. Of the remaining loans in the pool,
one (21%) is expected to refinance at maturity. The pool has
significant geographic concentrations in Michigan (53%) and
Virginia (21%).

Currently, there are five cross-collateralized and cross-defaulted
loans in special servicing as a result of the Centennial
Healthcare bankruptcy filing in January 2003. The loans remain
current and are maturing in December 2004. Fitch continues to
monitor the resolution of these loans and the Centennial
Healthcare bankruptcy.


HALE-HALSELL: Gets Nod to Hire Riggs Abney as Bankruptcy Counsel
----------------------------------------------------------------
Hale-Halsell Company sought and obtained approval from the U.S.
Bankruptcy Court for the Northern District of Oklahoma to retain
Riggs, Abney, Neal, Turpen, Orbison & Lewis, as its counsel.

To facilitate the general administration of this estate, the
Debtor reports that Riggs Abney will:

   a. prepare Schedules of assets and liabilities, Statements of
      financial affairs and other pleadings;

   b. render legal advice and preparation of legal documents and
      pleadings concerning claims of creditors, post petition
      financing, executing contracts, sale of assets, insurance,
      etc;

   c. representation in hearings and other contested matters;
      and

   d. formation of a disclosure statement and plan of
      reorganization.

Scott P. Kirtley, Esq., reports that Riggs Abney received a
$25,000 retainer on March 22,2004.  Riggs Abney's hourly rate
currently ranges at $150 to $250 per hour.  Mr. Kirtley, who will
lead the team in this engagement, bills at $175 per hour.

Headquartered in Tulsa, Oklahoma, Hale-Halsell Company
-- http://www.hale-halsell.com/-- is into Grocery Wholesale  
business which operates 115 Git-N-Go convenience stores and about
10 Super H Foods supermarkets, primarily in small Oklahoma towns.
The Company filed for chapter 11 protection on March 22, 2004
(Bankr. N.D. Okla. Case No. 04-11677).  Scott P. Kirtley, Esq., at
Riggs, Abney, Neal, Turpen, Orbison represents the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $19,721,000 in total assets and
$9,394,124 in total debts.


HARBOR FUNDING: Case Summary & 9 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Harbor Funding Corp.
        201 D East Main Street
        Huntington, New York 11743

Bankruptcy Case No.: 04-82077

Type of Business: The Debtor is a Mortgage Broker.

Chapter 11 Petition Date: March 31, 2004

Court: Eastern District of New York (Central Islip)

Judge: Melanie L. Cyganowski

Debtor's Counsel: Kristin J. Angelino, Esq.
                  Hofheimer Gartlir & Gross LLP
                  530 Fifth Avenue, 9th Floor
                  New York, NY 10036
                  Tel: 212-897-7884
                  Fax: 212-897-4989

Total Assets: $33,300

Total Debts:  $1,460,440

Debtor's 9 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Washington Mutual                                       $730,039
Bank, F.A.
c/o Mitchell L. Pashkin
25 Harriet Lane
Huntington, NY 11743

IndyMac Bank FSB                                        $700,000
155 North Lake Ave
Pasadena, CA 91101

Bryan Levy                    Loans & payments           $17,000
                              for Debtor

American Express                                          $3,000

Creagh & Associates                                       $4,000

IRS                                                       $4,000

Empire Healthchoice HMO Inc.                              $1,100

NYS Dept. Of Taxation                                     $1,000
and Finance

First American Credco                                       $300


HAYES LEMMERZ: Permanently Closing Howell, Michigan, Mfg. Facility
------------------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) announced a
manufacturing rationalization plan for its North American Wheel
Group which will significantly lower operating costs and increase
facility utilization.

As a result, Hayes Lemmerz will permanently close its Howell,
Michigan manufacturing facility and transfer that plant's
production to other manufacturing facilities in the U.S.
    
The plant currently employs approximately 180 people, including
hourly and salaried staff, who manufacture aluminum wheels for
domestic automotive customers.  Company officials met April 1,
2004 with plant employees to discuss the closure plans.
    
"This has been a difficult but necessary decision for the Company
and we regret the effect it will have on our employees, their
families and the Howell community," said Curtis Clawson, Chairman
and CEO.  "We have determined that this was the most effective
course of action to better align our available capacity with the
market, and make our overall cost structure more competitive."
    
James Stegemiller, President of Hayes Lemmerz' North American
Wheel Group, said, "The closure is a result of industry-wide
overcapacity and is not a reflection on the workforce or
management team in Howell.  However, changes in business
conditions have made it necessary to reduce the number of our
facilities in order to reduce costs, improve efficiencies and
capacity utilization, and thereby optimize our North American
Wheel business."

Hayes Lemmerz International, Inc. is a world leading global
supplier of automotive and commercial highway wheels, brakes,
powertrain, suspension, structural and other lightweight
components.  The Company has 44 facilities and over 11,000
employees worldwide.

More information about Hayes Lemmerz International, Inc., is
available at http://www.hayes-lemmerz.com/


HERITAGE NETWORKS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Heritage Networks, LLC
             dba AHN, LLC
             50 Broadway No. 1003
             New York, New York 10004

Bankruptcy Case No.: 04-33505

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                           Case No.
     ------                                           --------
     Heritage 215 Entertainment, LLC                  04-33504
     Heritage 215 Entertainment II, LLC               04-33506
     Heritage 215 Entertainment III, LLC              04-33507
     Heritage-Baruch Television Distribution, LLC     04-33508

Type of Business: The Debtor is a television sales, distribution,
                  and marketing company that concentrates on
                  ethnically diverse programming, such as the
                  sitcoms Moesha and The Parkers.

Chapter 11 Petition Date: March 31, 2004

Court: Northern District of Texas (Dallas)

Judge: Steven A. Felsenthal

Debtors' Counsel: Craig C. Gant, Esq.
                  1409 South Lamar, No. 711
                  Dallas, TX 75215
                  Tel: 214-426-3906

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Paramount Pictures            License Fees            $9,300,000
Television Group
5555 Melrose Ave.
Hollywood, California 90038

Universal TV Distribution     Movie Licenses          $1,280,356
Holdings, LLC
c/o Harter, Secrest & Emery,
LLC
Twelve Fountain Plaza
Suite 400
Buffalo, New York 14202-2203

Carsey-Werner International                           $1,058,721
4024 Radford Ave.
Administration Building
Studio City, CA 91604

Studios USA Television        Trade Debt                $999,000
Distribution, LLC
c/o Harter, Secrest & Emery,
LLC
Twelve Fountain Plaza
Suite 400
Buffalo, New York 14202-2203

Warner Bros. Domestic Pay     Movie Licenses            $989,000
Television
4000 Warner Blvd.
Building 160-9th Floor
Burbank, California 91522

Twentieth Television          Movie Licenses            $700,000
1211 Ave. of the Americas
16th Floor
New York, New York 10036

Stone Canyon Entertainment,   Production Loan           $700,000
LLC
& Bradford Schlei
c/o Randolph Mendelsohn
1800 South Robertson Blvd.
Suite 1100
Los Angeles, CA 90035

New Line Cinema               Movie Licenses            $568,524
888 Seventh Ave.
New York, New York 10106

Nielsen Media Research        Nielson Ratings           $473,341
150 North Martingale Road
Schaumburg, IL 60173-2076

Viacom Station Group          Station Compensation      $442,000
513 W. 57th Street
New York, New York 10019

NBC Station Group             Station Compensation      $432,000
30 Rockefeller Plaza
New York, New York 10112

Sinclair Broadcasting Group   Station Compensation      $344,075
10706 Beaver Dam Rd.
Cockeysville, MD 21030

Starz Encore                  Movie Licenses            $247,500

Michael Weiden                Employee Compensation     $233,000

Bobbitt & Roberts             Legal Services            $232,399

Dick Clark Productions        Executive Producer        $210,578
                              Fees

Jeanne Gore Roberts           Production Loan           $208,893

Production Masters, Inc.      Satellite Feed            $200,852

Joseph Giordano               Employee Compensation     $200,000

Syndicated Television         Dues                      $175,000
Association


HIGH VOLTAGE: Taps Evercore Restructuring for Financial Advice
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, gave its stamp of approval to High Voltage
Engineering Corporation and its debtor-affiliates to retain
Evercore Restructuring LP as their financial advisors.

Evercore has been advising the Debtors since June 16, 2003. By
reason of its prepetition engagement by the Debtors, Evercore has
acquired valuable knowledge of their business and financial
affairs.  

Evercore will:

   (a) assist in the evaluation of the Debtors' businesses and
       prospects;

   (b) assist in the development of the Debtors' lung-term
       business plan and related financial projections;

   (c) assist in the development of financial data and
       presentations to the Debtors' Board of Directors, various
       creditors and other third parties;

   (d) analyze the Debtors' financial liquidity and evaluate
       alternatives to improve such liquidity;

   (e) analyze various restructuring scenarios and the potential
       impact of the scenarios on the value of the Debtors and
       the recoveries of those stakeholders impacted by any
       restructuring, reorganization and/or recapitalization of
       the Debtors affecting existing or potential debt
       obligations or other claims including, without
       limitation, senior debt, junior debt, trade claims,
       general unsecured claims, etc.;

   (f) provide strategic advice with regard to restructuring or
       refinancing the Debtors' Obligations;

   (g) evaluate the Debtors' debt capacity and alternative
       capital structures;

   (h) participate in negotiations among the Debtors and their
       creditors, suppliers, lessors and other interested
       parties with respect to a Restructuring, an equity
       investment in the Debtors  and a possible sale, merger,
       or other disposition of all or n portion of the Debtors
       or their assets;

   (i) assist the Debtors in preparing marketing materials in
       conjunction with a possible Transaction, Investment,
       Financing or debtor in possession financing;

   (j) assist the Debtors in identifying potential buyers or
       parties in interest to a Transaction and assist in the
       due diligence process;

   (k) assist and advise the Debtors concerning the terms,
       conditions and impact of any proposed Transaction;

   (l) assist in arranging DIP Financing for the Debtors as
       requested;

   (m) testify in court or at depositions in furtherance of a
       Restructuring, Investment, Financing, DIP Financing or
       Transaction; and

   (n) provide such other advisory services as are customarily
       provided in connection with the analysis and negotiation
       of a Restructuring, Investment, Financing, DIP Financing
       or Transaction, as requested and mutually agreed.

The Debtors will pay Evercore:

      i) a $100,000 monthly advisory fee in cash;

     ii) upon the consummation of a Restructuring, an additional
         fee Restructuring Fee equal to 1.0% of the face amount
         of the 10-3/4% Senior Notes Due 2004 payable in cash;

    iii) upon consummation of an Investment, an additional fee
         Investment Fee equal to 3.0% of aggregate value of any
         Investment;

     iv) a DIP Financing fee of 1.0% of the total facility size
         of any DIP financing;

      v) a financing fee of 1.0% of the total facility size of
         any Financing; and

     vi) upon the consummation of a Transaction, a Transaction
         fee calculated as 1.25% of the Consideration.

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


IA GLOBAL: Auditors Lift Going Concern Doubts After Financing
-------------------------------------------------------------
IA Global Inc. (Amex: IAO) announced that as the result of the
recent financing round of $1.5 million, and the completion of the
acquisition of Rex Tokyo Co. Ltd., a Japanese private company, the
"going concern" clause has been removed from the financial
statements of the Company.

The acquisition expands our media entertainment group and provides
further consolidation of Japanese business and substantial revenue
growth. Rex Tokyo completed its fiscal year on September 30, 2003,
with revenues of JPY 3 billion Yen, approximately $28 million at
the current exchange rate.

Rex Tokyo is a supplier and maintenance contractor of parts to the
Pachinko and machine gaming industry in Japan. The Pachinko and
machine gaming industry in Japan is a major business. They are a
supplier and fitter of installations for both new Pachinko parlors
and stores that are carrying out re-fittings. It supplies items
such as automatic medal dispensing machines, automatic cigarette
butt disposal systems, as well as numerous new Pachinko and Slot
machines. In addition, it also contracts to carry out the
maintenance of the machinery within these parlors.

The company's CFO, Mark Scott, said, "We are very pleased with the
progress of our restructuring efforts, the closing of the
$1,500,000 financing and the closing of the Rex Tokyo acquisition.
These transactions position the Company for immediate growth."

                     About IA Global Inc.

IA Global, Inc. is a public holding company with a concentrated
focus on acquiring companies that operate in the three primary
areas of entertainment, media and technology. Through our 67%
equity interest in Fan Club Entertainment Co., Ltd., a privately
held Japanese company, we provide advertising, merchandising,
publishing, website and data management services to Cyberbred Co.,
Ltd., an affiliated company which has recently signed a 5-year
agreement with Marvel Entertainment Inc. and Marvel Characters
Inc. to manage their fan club in Japan. In addition, we are
developing an Internet acceleration product and service that uses
a combination of highly advanced and proven compression and
caching technologies to increase delivery of Internet and e-mail
data to the end-user by an average of between 4-6 times. We
recently formed a joint venture company in Australia named QuikCAT
Australia to market and distribute our internet acceleration
software service in the Australia and New Zealand markets. We also
recently acquired a 60.5% equity interest in Rex Tokyo Co., Ltd, a
privately held Japanese company, that is a supplier and
maintenance contractor of parts to the Pachinko and slot machine
gaming industry in Japan.


INDUSTRIAL PAINT: Case Summary & 40 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Industrial Paint & Supply Inc.
        dba Sappanos Paint & Wallpaper Co.
        3545 North Kedzie
        Chicago, Illinois 60618

Bankruptcy Case No.: 04-12747

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Hi-Grade Paint Co Inc.                     04-12750

Type of Business: The Debtor is a Paint Retailer.

Chapter 11 Petition Date: March 31, 2004

Court: Northern District of Illinois (Chicago)

Judge: Bruce W. Black

Debtors' Counsel: Paula K. Jacobi, Esq.
                  Sugar Friedberg & Felsenthal
                  30 North Lasalle Street Suite 2600
                  Chicago, IL 60602
                  Tel: 312-704-9400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Industrial Paint & Supply's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Benjamin Moore & Co.          Inventory                 $641,213
Dept. CH 10417
Palatine, IL 60055-0417

Do It Best Corp.              Inventory                  $74,304

Illinois Dept. of Revenue     Taxes                      $71,831

Muralo Co., Inc.              Inventory                  $59,822

Internal Revenue Service      Taxes                      $54,156

CBD Group                     Inventory                  $20,312

Coronado Paint Co.            Inventory                  $17,299

Elder & Jenks, Inc.           Inventory                  $10,271

American Express              Purchases                   $9,281

Seff Leaf Products, Inc.      Inventory                   $8,056

CPC Modern Masters            Inventory                   $7,739

ICI/Glidden Paints (Devoe)    Inventory                   $6,516

Loparex, Inc.                 Inventory                   $6,418

Paintland, Inc.               Inventory                   $6,066

Bestt Liebco Corp.            Inventory                   $5,595

Wolf-Gordon, Inc.             Inventory                   $4,570

Shell Oil Company             Gasoline                    $4,558

Citi Cards                    Purchases                   $4,246

Fashion Tech                  Inventory                   $4,017

MDC Wallcoverings             Inventory                   $3,750

B. Hi-Grade Paint Co. Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Benjamin Moore & Co.          Inventory               $1,391,341
Dept. CH 10417
Palatine, IL 60055-0448

Coronado Paint Co.            Inventory                 $892,636

Internal Revenue Service      Taxes                     $191,253

Muralo Co., Inc.              Inventory                 $168,984

Illinois Dept. of Revenue     Taxes                     $139,983

SBC Ameritech                 Advertising                $38,856

CBD Group                     Inventory                  $33,448

Paintland, Inc.               Inventory                  $24,823

Catalano, Caboor & Co., Ltd.  Accounting Services        $23,566

American Express              Purchases                  $19,610

PPG Architectural Finishes    Inventory                  $16,602

Carbit Paint Co.              Inventory                  $15,283

Elder & Jenks Inc.            Inventory                  $12,874

Rust-Oleum Corporation        Inventory                  $11,134

Lumberman's Wholesale         Inventory                  $10,267

ICI/Glidden Paints            Inventory                   $8,335

New England Financial         Insurance                   $7,209

Information Leasing Corp.     ATM Leases                  $6,120

Silent Gliss                  Inventory                   $6,021

Corona Brushes                Inventory                   $6,011


INTERNATIONAL STEEL: Preparing $600 Million Senior Debt Offering
----------------------------------------------------------------
International Steel Group Inc. (NYSE: ISG) announced that it
intends to offer, subject to market and other conditions, $600
million aggregate principal amount of senior notes due 2014 in an
offering exempt from the registration requirements of the
Securities Act of 1933.  ISG intends to apply the net proceeds of
the offering to repay borrowings of approximately $266.8 million
outstanding under a term loan, to repay other debt and capital
lease obligations and for general corporate purposes.
    
The notes to be offered have not been and will not be registered
under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption
from registration requirements.

             About International Steel Group Inc.

International Steel Group Inc. is the second largest integrated
steel producer in North America, based on steelmaking capacity.
The Company has the capacity to cast more than 18 million tons of
steel products annually. It ships a variety of steel products from
11 major steel producing and finishing facilities in six states,
including hot-rolled, cold-rolled and coated sheets, tin mill
products, carbon and alloy plates, rail products and semi-finished
shapes serving the automotive, construction, pipe and tube,
appliance, container and machinery markets.

                        *     *     *

As reported in the Troubled Company Reporter's December 19, 2003
edition, Standard & Poor's Ratings Services revised its outlook on
integrated steel manufacturer International Steel Group Inc., to
positive from developing.

Standard & Poor's at the same time affirmed its 'BB' corporate
credit rating and 'BB+' senior secured bank loan rating on the
company. This is one notch higher than its corporate credit
rating. The facility consists of a $350 million revolving credit
facility due 2006; a $250 million term loan A facility due 2005
and; a $400 million term loan B facility due 2007.


INT'L WIRE: Continues Hiring of Ordinary Course Professionals  
-------------------------------------------------------------
International Wire Group, Inc., asks the U.S. Bankruptcy Court for
the Southern District of New York for permission to continue
employing the professionals they turn to in the ordinary course of
business, without the submission of separate employment
applications, affidavits, and the issuance of separate retention
orders for each individual professional.

The Debtors propose to pay each Ordinary Course Professional,
without a prior application to the Court, 100% of the fees and
disbursements incurred, upon the submission of an appropriate
invoice setting forth in reasonable detail the nature of the
services rendered and disbursements actually incurred, up to the
lesser of:

   (a) $30,000 per month per Ordinary Course Professional or

   (b) $375,000 per month, in the aggregate, for all Ordinary
       Course Professionals.

The Debtors desires the Ordinary Course Professionals to render
many of the services to their estates similar to those services
rendered prior to the Commencement Date.  These professionals
render a wide range of legal, accounting, tax, and other services
for the Debtors that impact the Debtors' day-today operations.

It is essential that the employment of the Ordinary Course
Professionals, many of whom are already familiar with the Debtors'
affairs, be continued on an ongoing basis so as to avoid
disruption of the Debtors' normal business operations. The Debtors
submit that the proposed employment of the Ordinary Course
Professionals and the payment of monthly compensation are in the
best interest of their estates and their creditors.

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.


KB HOME: Declares Quarterly Dividend Payable on May 27
------------------------------------------------------
The board of directors of KB Home (NYSE: KBH) has declared a
quarterly cash dividend of twenty-five cents ($.25) per share on
the company's Common Stock, payable on May 27, 2004 to
shareholders of record on May 13, 2004.
    
Building homes for nearly a half of century, KB Home is one of
America's premier homebuilders with domestic operating divisions
in the following regions and states: West Coast -- California;
Southwest -- Arizona, Nevada and New Mexico; Central -- Colorado,
Illinois and Texas; and Southeast -- Florida, Georgia, North
Carolina and South Carolina.  Kaufman & Broad S.A., the Company's
majority-owned subsidiary, is one of the largest homebuilders in
France.  In fiscal 2003, the Company delivered 27,331 homes in the
United States and France.  It also operates KB Home Mortgage
Company, a full-service mortgage company for the convenience of
its buyers.  Founded in 1957, KB Home is a Fortune 500 company
listed on the New York Stock Exchange under the ticker symbol
"KBH."  For more information about any of KB Home's new home
communities, call 1-888-KB-HOMES or visit the Company's Web site
at http://www.kbhome.com/

                      *   *   *

As reported in the Troubled Company Reporter's January 23, 2004
edition, Fitch Ratings has assigned a 'BB+' rating to KB Home's
(NYSE: KBH)  $250 million, 5.75% senior unsecured notes due
February 1, 2014. The Rating Outlook is Positive.

The current ratings and Outlook reflect KB Home's solid,
consistent profit performance in recent years and the expectation
that the company's credit profile will continue to improve as it
executes its business model and embarks on a new period of growth.
The ratings also take into account the company's primary focus on
entry-level and first-step trade-up housing (the deepest segments
of the market), its conservative building practices, and effective
utilization of return on invested capital criteria as a key
element of its operating model. Over recent years the company has
improved its capital structure and increased its geographic
diversity and has better positioned itself to withstand a
meaningful housing downturn. Fitch also has taken note of KB
Home's role as an active consolidator within the industry. Risk
factors also include the cyclical nature of the homebuilding
industry. Fitch expects leverage (excluding financial services) to
remain comfortably within KB Home's stated debt to capital target
of 45%-55%.


KMART: Sues Local Governments to Slash 2002 Property Tax Bills
--------------------------------------------------------------
Kmart is suing hundreds of local governments in a Chicago
bankruptcy court, trying to get out of paying millions of dollars
the discount chain owes in taxes across the country, Knight-Ridder
reports.  Kmart says its 2002 tax bill should be cut dramatically
and it should get a refund for 2001 because it paid too much. The
suit does not involve 2003 taxes. At issue are the taxes levied on
store fixtures such as shelves and display cases and equipment
such as cash registers, computers, phone systems and forklifts.
Kmart is objecting to the way property appraisers value the
equipment, the news agency reported. (ABI World, April 1)


MASSEY ENERGY: S&P Affirms Low-B Ratings & Removes CreditWatch
--------------------------------------------------------------
Standard & Poor's Rating Services affirmed its ratings, including
its 'BB' corporate credit rating, on Massey Energy Co. and removed
the ratings from CreditWatch where they were placed on
March 11, 2004. The outlook is negative. In addition, Standard &
Poor's assigned its 'BB' rating to Massey's proposed $150 million
senior unsecured convertible notes due 2024. Proceeds from the new
notes are expected to be used to repurchase outstanding debt,
buyout equipment lease obligations, and improve liquidity.

"The removal of the ratings from CreditWatch follows Massey's
announcement that it intends to sell $150 million of convertible
senior unsecured notes, which will improve liquidity by over $40
million, somewhat alleviating Standard & Poor's concerns that
Massey's liquidity at the end of the first half of 2004 might not
have provided a sufficient cushion to cope with operating or other
unforeseen disruptions," said Standard & Poor's credit analyst
Dominick D'Ascoli. With higher contract realizations in 2004 being
second-half weighted, Standard & Poor's expects Massey to be free
cash flow negative during the first half of 2004. Also, the
removal of the ratings from CreditWatch reflects a significant
increase in Massey's expected average coal contract realizations
to a level much higher than when Standard & Poor's placed its
ratings on CreditWatch. Massey accomplished this by entering into
metallurgical coal contracts in the export market, which has seen
a tremendous increase in prices. Massey has been redirecting--and
will continue to redirect--some of its existing production of
steam coal with metallurgical coal properties to the metallurgical
coal export market, while honoring the existing contracts by
purchasing lower-priced spot steam coal. Furthermore, if the
company is successful in increasing production to 45
million tons, this--coupled with higher price realizations in
2004--should result in substantially stronger credit protection
measures than Standard & Poor's previously expected.

The ratings on Massey Energy reflect its substantial coal
deposits, contracted production, and moderate financial leverage
verses its peers, offset by its high cost position and the
difficulties of operating in Central Appalachia.


MCWATTERS: Closes Sale of Kiena Royalties Portion for $700,000
--------------------------------------------------------------
McWatters Mining Inc. (TSX: MWA) completed the sale of a portion
of its Kiena Mine Royalties to Wesdome Gold Mines Inc. for a cash
consideration of $700,000.

Pursuant to the transaction, the 4% net smelter return royalty
("NSR") on existing resources to be processed from the Kiena
property and the 2.0% NSR on any new resources found on the Kiena
property is replaced with a 2.5% NSR on all resources to be
processed from the Kiena property.

Wesdome had agreed to pay $1.50 per tonne of ore processed from
any source for the first 5 million tonnes with $1.00 per tonne
payable on ore processed from any source thereafter. Wesdome will
now pay $1.00 per tonne of ore processed from any source. Wesdome
will still pay $1 million if, as and when the Kiena mill
effectively resumes commercial production, and still has a first
right of refusal on any of McWatters's royalty interests.

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

                          *   *   *

As previously reported, McWatters Mining Inc. obtained from the
Quebec Superior Court, a time extension, until April 28, 2004, to
submit a proposal to its creditors under the Bankruptcy and
Insolvency Act.

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


MIRANT CORP: Scope of Deloitte & Touche's Retention Expands
-----------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
the Mirant Corp. Debtors sought the Court's authority to expand
their employment of Deloitte & Touche LLC as advisors and
consultants.

The Court already authorized the Debtors to employ Deloitte in
connection with a wide range of tax consulting, tax compliance and
tax advisory services effective as of July 14, 2003.

The Debtors wished to expand the scope of Deloitte's
engagement effective as of:

   -- November 17, 2003 for cost allocation services;
   -- December 1, 2003 for valuation services; and
   -- December 3, 2003 for outsourcing services.

Pursuant to Engagement Letters, Deloitte will provide these
services:

A. Cost Allocation

   (a) Develop alternative cost allocation methodologies for use
       by Mirant Corporation in allocating costs among
       affiliates on a prospective basis;

   (b) Assist Mirant in reallocating costs among affiliates on a
       pro forma basis for the period July 2003 through October
       2003, including a comparative analysis of the pro forma
       cost reallocation to the cost allocations recorded for
       the same time period;

   (c) Prepare a report to include a discussion of the new
       allocation methodologies, Mirant's rationale for
       selecting each, and other methodologies proposed by
       Deloitte but not selected by Mirant for cost allocation
       purposes;

   (d) Document the new allocation methodologies and the basis
       for their application in a policies-and-procedures format
       of use by Mirant;

   (e) Assist Mirant in the incorporation of any new allocation
       methodologies into Mirant's General Ledger system; and

   (f) Assist with other accounting and related matters as
       Mirant may, from time to time, request and as may be
       agreed to by Deloitte.

B. Valuation

   Provide Mirant's management with valuation analyses to assist
   in meeting reporting obligations under SFAS 142 and SFAS 144.

C. Outsourcing

   Provide middle-office and back-office outsourcing and
   functional support under the Debtors' direct supervision.

Jacien Steele, a partner of Deloitte & Touche LLP, told Judge
Lynn that for the additional services, the firm will charge the
Debtors its customary hourly rates for services rendered, which
are:
                                           Cost
   Position                Valuation    Allocation   Outsourcing
   --------                ---------    ----------   -----------
   Partner/Principal/     $330 - 390    $450 - 600     $600
   Director

   Senior Manager          275 - 325     350 - 500      500

   Manager                 250 - 290     300 - 450      450

   Senior Staff            190 - 230     175 - 325      325

   Staff                   150 - 180     125 - 225      225

Deloitte will also seek reimbursement of its expenses.

                       *     *     *

Judge Lynn authorizes the Debtors to expand the scope of Deloitte
& Touche LLP's services, effective as of November 17, 2003 for
the Cost-Allocation Services, December 3, 2003 for the
Outsourcing Services, and December 15, 2003 for the Valuation
Services.  With respect to the Expanded Services, the
indemnification provisions set forth in the Engagement Letters
are not approved.  However, Deloitte will continue to be afforded
any and all protections afforded to Protected Professionals and
Persons within the Protected Persons Orders.  The Order will not
affect any prior final order approving the employment of Deloitte
with regard to tax services.

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: Semco Demands Decision on Zeeland Unit Lease Contract
------------------------------------------------------------------
Semco Energy Gas Company asks the Court to compel Mirant Zeeland
LLC to assume or reject the Transportation Services Contract
dated December 17, 1999 between Semco and Mirant.

John S. Broude, Esq., at Broude, Smith & Jennings, PC, in Fort
Worth, Texas, relates that Semco provides natural gas
transmission services to Mirant for its natural gas power plant
in Zeeland, Michigan.  The services are provided to Mirant
through a dedicated pipeline Semco operates and maintains.

Mirant entered into a Tax Abatement Contract with the City of
Zeeland under which Mirant receives favorable tax treatment from
the City for its current and future operations at the Zeeland
Plant.  With the Court's approval, Mirant assumed the Tax
Abatement Contract on October 22, 2003.

Mr. Broude points out that with the assumption of the Tax
Abatement Contract, it is clear that Mirant intends to continue
to operate the Zeeland Plant for the foreseeable future, and will
need continued natural gas transportation services.

Under the Transportation Contract and another agreement
designated as Lateral Construction and Connection Agreement,
Semco was and is obligated to design, construct, and maintain a
16-inch diameter, seven and one-half mile long natural gas
pipeline system to the Zeeland Plant.  

The Transportation Contract requires Semco to provide
transportation services through the pipeline for natural gas
purchased by Mirant from third party.  In effect, Mirant "rents"
space in the pipeline, which is maintained at Semco's expense,
for delivery to the Zeeland Plant.  These maintenance charges can
be significant, and include:

   (i) maintaining quality of the natural gas from the Receipt
       Point to the Delivery Point;

  (ii) providing and operating all equipment necessary to filter
       from the gas stream any free liquids, which may be present
       in the pipeline's system as well as to filter any liquids
       which may be dropped from suspension in the gas stream
       due to pressure reduction;

(iii) providing and operating a gas heater to ensure a gas
       temperature at the Delivery Point within a specified
       range;

  (iv) regulating pipeline pressure at the Delivery Point to
       maintain a specified range; and

   (v) providing a fail safe pressure relief valve at the
       Delivery Point to protect against equipment damage from
       excess pressure.

In exchange, Mirant is required to make a once a year payment to
Semco according to a schedule contained in the Transportation
Contract.  All payments are to be made on or before December 31
of each year.  The amount due on December 31, 2003 is $995,000.

To date, Mr. Broude states, Mirant had made no effort to assume
or reject its contract with Semco despite the fact that it
continues to make beneficial use of the pipeline to the Zeeland
Plant.  Furthermore, the Zeeland Plant manager has represented to
Semco that Mirant expects to continue operating the Zeeland
Plant.

According to Mr. Broude, even though Mirant refuses to assume or
reject its agreements with Semco, Semco continues to perform
under those agreements and incur the cost of maintenance for the
pipeline, which has historically exceeded $100,000 over the last
two years.

Mirant already cured and assumed a Tax Abatement Contract to
preserve Zeeland Plant's favorable operating status for the
foreseeable future.  Semco believes that it is in Mirant's best
interest to assume its Transportation Contract and lateral
Agreement with Semco to preserve the generating capacity of the
Zeeland Plant.  However, despite Mirant's consistent
representations to the Court that it is administratively solvent,
Mirant failed and refused to make a decision to assume or reject.  
"This unfairly leaves Semco in the position of continuing to
expend maintenance and operational costs without any assurance
that the contracts will be assumed," Mr. Broude says.  
Furthermore, it is impossible for Semco to make rational
decisions concerning deferred maintenance or capital improvements
to the pipeline until this issue is resolved.

                   Semco Wants $531,575 Payment

Mr. Broude informs Judge Lynn that on December 13, 2003, Semco
received $462,425 payment from Mirant on the Transportation
Contract.  There remains a $531,575 balance on the postpetition
payment due on December 31, 2003.  

Under Section 503(b)(1)(A) of the Bankruptcy Code, the payment
due on December 31, 2003 constitutes a postpetition obligation of
Mirant that is entitled to administrative expense status.  
Therefore, the $531,575 remaining balance should be paid
immediately.

Accordingly, Semco asks the Court to compel Mirant to immediately
pay its $531,575 administrative expense to Semco.

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)


NATIONAL CENTURY: Court Gives Go-Ahead to Conduct Rule 2004 Exams
-----------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the National Century Debtors ask the Court to direct
the production of documents from additional third party entities
and individuals that may be in possession of information relevant
to the Debtors' evaluation of the potential estate claims:

A. Accounting firms and accountants that are providing or have
   provided their professional services to NCFE or NCFE
   affiliates:

      -- Arthur Andersen, LLP,
      -- Tim Michaels, and
      -- Greg Aronstein.

B. Financial underwriters, placement agents, audit structuring
   agents that are or have been involved in various transactions
   with NCFE and its affiliates.  They have knowledge that is
   expected to provide information relevant to the evaluation of
   available assets and determining what assets and what claims
   may belong to the Debtor estates.  

C. NCFE affiliated entities that have relevant knowledge
   regarding NCFE's various activities and transactions that are
   at issue in the Debtors' bankruptcy:

      -- Kuld Partners, LLC,
      -- Kuld, Corp.,
      -- Supremacy Capital Corp.,
      -- E&D Investments, Inc.,
      -- Prestige Palms, LLC,
      -- Midwest Development Group, LLC,
      -- National Recovery Consulting Group, LLC,
      -- DAB Investments,
      -- Healthmed, Inc.,
      -- ECS Holdings, Inc.,
      -- Sterling Healthcare,
      -- Scott Medical Group, LLC,
      -- Chateau, LLC,
      -- Florida Health Plan Management,
      -- Foundation Health,
      -- Beacon Health Group,
      -- Florida Health Plan Holdings, LLC,
      -- Florida Health Plan Holdings II, LLC,
      -- DHP Holdings, LLC,
      -- DHP Management, LLC, and
      -- Health Enterprises, Inc.

D. Law firms and attorneys that are providing or have provided
   their professional services to NCFE or its affiliates:

      -- Fergeson, Skipper, Shaw, Keyser, Baron & Tirabassi, and
      -- J. Ronald Skipper.

E. Entities which performed due diligence on NCFE, its
   subsidiaries or affiliates and therefore have relevant
   knowledge relating to the acts, conduct, property, liabilities
   and financial condition of the Debtors' estates:

      -- Prudential Securities, Inc.,
      -- Goldman Sachs & Co., and
      -- Bearing Point, Inc.

F. Individuals associated with various NCFE healthcare providers
   and therefore have knowledge and information relevant the
   evaluation of available assets and determining what assets and
   what claims may belong to the Debtor estates:

      -- Craig W. Porter, and
      -- James Happ.

G. Banks, brokerage firms, and investment advisors that have
   information relevant to the evaluation of available assets
   and to matters relating to potential preference or fraudulent
   transfer claims belonging to the Debtors' estates.

H. Investigators that have knowledge and information relating to
   the acts, conduct, property, liabilities and financial
   condition of the Debtors' estates:

      -- Mike Powers Investigations, and
      -- Mike Powers.

I. Mercor, Inc.

J. Sprint Corporation.

According to Kathy D. Patrick, Esq., at Gibbs & Bruns, in
Houston, Texas, these parties have not been the subject of the
Debtors' Bankruptcy Rule 2004 requests or other formal discovery
to date.  Based on the documents reviewed by the Debtors, these
parties may have information that is relevant to the acts,
conduct or property of the Debtors' estates or to the Debtors'
liabilities and financial condition, which may affect the
administration of the Debtors' bankruptcy estate.

                       *     *     *

Judge Calhoun authorizes the Debtors to issue subpoenas or other
process to the Second Rule 2004 Examinees to compel the
production of documents from the person or entity.  The Second
Rule 2004 Examinees will produce all responsive documents at the
offices of Gibbs & Bruns in Houston, Texas.

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)


NATIONS GOVERNMENT: Makes Final Liquidating Distribution
--------------------------------------------------------
The Board of Directors of Nations Government Income Term Trust
2004, Inc. (NYSE: NGF) previously approved a Plan of Liquidation
and Termination for the Company. The Plan provides for the
Company's complete liquidation by March 31, 2004 or shortly
thereafter and its later termination as a registered investment
company and dissolution as a Maryland corporation. The final
liquidating distribution for the Company will be $10.02.


NES RENTALS: Reorganized Co Says 2003 Earnings Exceed Expectations
------------------------------------------------------------------
NES Rentals Holdings Inc. (OTC Bulletin Board: NLEQ), the
Midwest's largest equipment rental company with 3,000 employees
nationwide, has filed its Form 10-K with the U.S. Securities and
Exchange Commission for the year ended Dec. 31, 2003.

NES Rentals Holdings Inc. filed for reorganization on June 27,
2003, and successfully emerged from Chapter 11 protection this
past February with the assistance of Carl Marks Consulting Group.
During bankruptcy the company continued business as usual, renting
its specialty and general equipment - with a focus on aerial work
platforms, cranes and traffic safety- related services - to
construction and industrial end users.

Total revenues for 2003 were $567.1 million compared with $621.3
million for 2002, a difference of $54.2 million. Rental and
service revenues accounted for 85.1 percent of 2003 total
revenues, compared to 82.6 percent of 2002 total revenues. The
company's gross profit and operating margins improved in 2003 from
2002 as a result of substantial cost-cutting measures taken
throughout the year. The cost-cutting measures included closing
and consolidating branch operations, centralizing shared services
and administrative functions and rationalizing NES' rental
equipment mix.

                  Improved Operations and
            Financial Position Post-Bankruptcy

Commenting on NES' 2003 earnings results, NES' Chief Financial
Officer Michael Milligan said, "The company performed much better
than expected through this difficult period of time. We have taken
many steps to improve the operations, financial position and
capital structure of NES that will help us in the future.

"The financial statements for 2003 reflect the write-off of
goodwill and other debt issuance costs that represent non-cash
items. NES Rentals now starts off on solid financial ground with a
new $500 million credit facility from a bank group led by our
long-term agent, Wachovia Bank," added Milligan. "We're fortunate
because our current cash position will allow us to increase our
fleet's size, and improve fleet mix and quality."

NES Rentals Interim Chief Operating Officer Doug Booth, a partner
with Carl Marks, believes improvements in operation and marketing
efficiencies now put NES Rentals in an excellent position.

According to Booth, the new $500 million credit facility will
enable NES Rentals to spend about $90 million in capital
expenditures in 2004 and aggressively revitalize its fleet of
45,000 pieces of equipment. Fleet revitalization is central to
NES' reorganization and the company plans to reinvest heavily in
its fleet over the next several years to meet the needs of its
many customers.

"We also have successfully consolidated more than a dozen separate
information systems into a single database and established a
Shared Services Center, which will help us more effectively manage
our fleet and enhance customer service nationwide," said Booth.

"This earnings report reflects the effect of last year's
bankruptcy and reorganization," said Booth. "Subsequent 10-K
reports will reflect NES' new capital structure and fresh-start
accounting."

Duff Meyercord, NES' acting chief executive officer and the chief
restructuring officer and partner with Carl Marks Consulting
Group, added, "Throughout reorganization NES Rentals maintained
the overwhelming support of the bank group and its bondholders and
vendors. We're excited about 2004 and NES Rentals' prospects for
moving forward with its financial and operational restructuring."

               New Board of Directors by May

NES Rentals expects to announce and induct its new board of
directors by the end of April. The board's first assignment is to
induct a new CEO for the company by early summer.

"A slew of qualified candidates demonstrated interest in the CEO
position, and we've narrowed the pool," said Meyercord. "Each
final candidate is both seasoned and operations focused. The new
CEO will be the person the board believes can best carry out NES
Rentals' various restructuring goals."

               About NES Rentals Holdings, Inc.

NES is the fourth largest company in the $25 billion equipment
rental industry. The company focuses on renting specialty and
general equipment to industrial and construction end-users. It
rents more than 750 types of machinery and equipment, and
distributes new equipment for nationally recognized original
equipment manufacturers. NES also sells used equipment as well as
complementary parts, supplies and merchandise, and provides repair
and maintenance services to its customers. In addition to the
rental business NES is the second largest supplier of traffic and
safety services to the construction industry. The company is a
leading competitor in each geographic market it reaches, from its
approximately 160 locations in 34 states and Canada. For more
information on NES, visit http://www.nesrentals.com/


NRG ENERGY: Moves to Disallow Tacoma City's $25+ Million Claim
--------------------------------------------------------------
Before the NRG Energy Debtors' Petition Date, the City of Tacoma,
Washington evaluated the feasibility of a project involving:

    * the conversion of processable waste into refuse derived
      fuel;

    * the modification and operation of an existing steam power
      plant located in Tacoma to produce electricity from RDF; and

    * the sale of electricity from the Power Plant.

In 1999, the City and Tacoma Energy Resources Company began
discussing the TERC's potential involvement in the Project.  TERC
and the City ultimately entered into a Power Plant Services
Agreement dated October 26, 2000, which required TERC to upgrade
the Power Plant to make it capable of converting 150,000 tons of
RDF into electricity.  In turn, the City would upgrade a separate
resource recovery facility for processing RDF to make it capable
of meeting the Power Plant's RDF capacity.

The Contract limited TERC's costs for upgrades to the Power Plant
at $7,000,000, while the City's costs to upgrade the resource
recovery facility were capped at $6,500,000.  The Contract
expires in October 2020 unless terminated sooner.  The Contract
is premised on the Project's feasibility and economic viability.

In the event of breach or termination, the Contract limits TERC's
total aggregate liability to the amount of the defined "TERC
Termination Payment" as set forth in the Contract -- $6,000,000
as of 2003 and $5,450,000 as of 2004.  The Contract precludes an
award of damages.  The Contract also prohibits any award of
indirect, incidental, special, exemplary, punitive or
consequential damages, except where the damages are expressly
provided for.

By law, the Power Plant cannot be upgraded without first
obtaining certain environmental permits.  Hence, the parties
agreed that the City would obtain all permits necessary for
upgrading and operating the resource recovery facility and the
Power Plant.  The City represented to TERC that the permits would
be obtained by the end of 2000.  However, the City failed to
deliver the permits.

As a result of the delays in obtaining all necessary permits,
TERC concluded that the Power Plant could never viably commence
operations.  In the summary of 2002, TERC prepared reasonable and
appropriate financial models with projections to show that
neither it nor the City would make a profit from the Project.  
The Contract is premised on the Project and the operation of the
Power Plant being economically viable.  The Projection
established that the Project is not economically viable.

In August 2002, TERC representatives and the City met to review
the Projections.  The City accepted TERC's conclusion that the
Project was no longer economically viable.  Based on the
Project's lack of economic viability due to the delay in securing
the permits, TERC proposed that the parties rescind the Contract.
The City's representatives indicated that they would recommend
the rescission to the Tacoma City Council.

The City subsequently changed its mind in light of the below-
market tipping fee that it must pay under the Contract.  The
Contract requires the City to pay a $5.50 initial tipping fee per
ton.  The City asserted that without the Project, it would have
had to pay $35 per ton to bring its waste to a landfill.  Because
of the tipping fee benefit, which accrues solely to the City and
not to the Project, the City refused to bring the matter to the
Tacoma City Council and refused to mutually rescind the Contract.  
The City seeks to have the Project lose money so it can
unilaterally benefit from the decreased tipping fee.

According to Albert Togut, Esq., at Togut, Segal & Segal, in New
York, on October 26, 2000, NRG Energy, Inc. executed a guaranty
for TERC's performance under the Contract.  The Guaranty provides
that NRG's liabilities as guarantor with respect to the payment
of TERC's guaranteed obligations will be subject to the same
limitations of liability as are applicable to TERC.

On July 11, 2003, the City filed Claim No. 332, asserting that
NRG is indebted to the City in the amount of the TERC Termination
Payment, plus damages that the City estimates to be in excess of
$25,000,000.  The City asserted that its damages are equal to the
present value of the landfill waste shipping charges it expects
to incur as a result of TERC's alleged breaches under the
Contract.  NRG is liable under the Guaranty for all of the City's
damages caused by TERC's non-performance under the Contract.  The
City further alleged that, by filing for Chapter 11 protection,
NRG breached a representation in the Guaranty, which provided
that no bankruptcy proceedings were pending or threatened.

The City also sent a letter to TERC, asserting that TERC:

       (i) terminated the Contract without cause by refusing to
           approve the City's proposed expenditures and budget.  A
           management committee, which is comprised of two TERC
           representatives and two representatives of the City,
           must approve Power Plant expenses and the expenditure
           of City Funds in excess of $25,000;

      (ii) materially breached the Contract with respect to the
           Guaranty; and

     (iii) committed "willful misconduct" by materially and
           willfully breaching the Contract by taking action that
           would "precipitate termination of the Power Plant lease
           and the Project as a whole."

TERC denies the City's accusations.

Pursuant to Section 502 of the Bankruptcy Code, the Debtors ask
the Court to disallow Claim No. 332.

Mr. Togut contends that TERC has no liability to the City for
several reasons:

    -- The Contract has not been terminated either by the City or
       by TERC, and TERC has fully performed;

    -- TERC is excused or discharged from further performance
       under the Contract by a failure of condition precedent.
       Obtaining the necessary Project permits required by law
       within the time to allow the Project to remain economically
       viable is a condition precedent to TERC's continuing
       obligations under the Contract.  However, all necessary
       permits were not obtained within the time to allow the
       Project to remain economically viable;

    -- TERC is excused or discharged from further performance
       under the Contract by virtue of the doctrine of
       impossibility of performance.  The Power Plant is subject
       to Section 173-434 of the Washington Admin. Code, which
       requires that incinerators operate at an average
       temperature of 1,800 degrees Fahrenheit.  Mr. Togut tells
       the Court that the Power Plant will not be able to comply
       with this rule because it utilizes fluidized bed
       combustors, which operate between 1,400 and 1,600 degrees
       Fahrenheit.  At 1,650 degrees Fahrenheit, sand bed
       materials begin to collect in clumps, and above that
       temperature, undesirable off-gasses are created;

    -- TERC is excused or discharged from further performance
       under the Contract by virtue of the doctrines of
       frustration of purpose and mutual mistake since:

       (a) the necessary permits still have not been obtained;

       (b) the upgrades to the Power Plant and resource recovery
           facility will significantly exceed $7,000,000 and
           $6,500,000; and

       (c) the Project cannot operate in compliance with all
           laws and in a safe and environmentally responsible
           manner; and

    -- The City breached its contractual obligations and implied
       obligations of good faith and fair dealing to TERC by:

       (a) failing to obtain all necessary permits within the time
           as to allow the Project to remain economically viable;

       (b) failing to voluntarily rescind the Contract; and

       (c) attempting to force TERC to continue to incur losses
           and fund a Project that lacks economic viability for
           the sole purpose of allowing the City to profit by
           decreased solid waste disposal costs.

"Because TERC has no liability to the City under the Contract,
NRG has no liability to the City under the Guaranty," Mr. Togut
emphasizes. (NRG Energy Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


ON SEMICONDUCTOR: S&P Rates Planned $260M Debt Offering at CCC+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
ON Semiconductor Corp.'s planned offering of $260 million zero-
coupon convertible senior subordinated notes, which will be used
to redeem a like amount of 12% notes due 2009, and for other
corporate purposes. At the same time, Standard & Poor's affirmed
its 'B' corporate credit rating and other ratings on the Phoenix,
Ariz.-based company.

The outlook is stable. ON Semiconductor had total debt of $1.4
billion at Dec. 31, 2003.

"ON has taken actions to reduce leverage and increase financial
flexibility, and improving industry conditions should contribute
modestly to profitability. Still, the company's business and
financial profile are not likely to strengthen materially beyond
current levels in the next few years," said Standard & Poor's
credit analyst Bruce Hyman.

ON Semiconductor supplies standard logic and analog integrated
circuits and discrete semiconductors, holding about a 5% combined
share of those fragmented markets.

The company's expectations that revenues for the quarter ended
March 31, 2004, when reported, will be up about 8% sequentially,
with gross margins above 30%, reflect firming industry conditions.

Debt maturities are nil through August 2006. Asset sales are not
seen as a likely source of liquidity in duress, even assuming bank
concurrence; an orderly relocation of manufacturing operations to
permit partial asset sales would be time-consuming, while the
company's limited inventory of leading-edge manufacturing
equipment sharply constrains the equipment's net asset value.


OREGON ARENA: Brings-In Winstead Sechrest as Bankruptcy Counsel
---------------------------------------------------------------
Oregon Arena Corporation asks for authority from the U.S.
Bankruptcy Court for the District of Oregon to retain and employ
Winstead Sechrest & Minick PC as its bankruptcy attorneys.

For several months before the Petition Date, Winstead Sechrest
worked extensively with the Debtor to prepare it for its
bankruptcy filings.  Through this process, Winstead Sechrest has
become familiar with the Debtor's business operations and
financial affairs and many of the legal issues that will likely
arise in the context of this Chapter 11 case.

The attorneys who will be primarily designated to represent the
Debtor and their current standard hourly rates are:

      Professional's Name     Designation   Billing Rate
      -------------------     -----------   ------------
      R. Michael Farquhar     Shareholder   $495 per hour
      Valinda B. Wolfert      Shareholder   $440 per hour
      Jaime Myers             Associate     $210 per hour
      Victoria A. Cathcart    Associate     $170 per hour

Winstead Sechrest will:

   a. provide legal advice with respect to the Debtor's powers
      and duties as debtor-in-possession in the continued
      operation of its business and management of its
      properties;

   b. assist the Debtor in maximizing the value of its assets
      for the benefit of all creditors and other parties in
      interest;

   c. pursue confirmation of a plan of reorganization;

   d) investigate any and all necessary and appropriate actions
      and/or proceedings on behalf of the Debtor in this Court
      and other appropriate jurisdictions;

   e) prepare on behalf of the Debtor all necessary
      applications, motions, answers, orders, reports, and other
      legal papers;

   f. appear in Court to protect the interests of the Debtor and
      its estate;

   g. assist the Debtor with the requirements of the Securities
      & Exchange Commission; and

   h. perform all other legal services for the Debtor during
      this Chapter 11 proceeding that may be necessary and
      proper for the Debtor's general business operations and
      general financial affairs.

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


O'SULLIVAN IND: Stuart Schotte Succeeds Phillip Pacey as CFO
------------------------------------------------------------
O'Sullivan Industries Holdings, Inc. (Pinksheets: OSULP), a
leading manufacturer of ready-to-assemble furniture, announced
that Phillip Pacey, senior vice president and chief financial
officer, has resigned effective April 30, 2004, to become
the chief financial officer of Falcon Products, Inc., a leading
manufacturer of commercial furniture.  Stuart D. Schotte has been
named acting chief financial officer to succeed Mr. Pacey.  Mr.
Schotte is currently the Senior Vice President of Operations for
O'Sullivan and has previously served as Vice President of Supply
Chain Management and as Corporate Controller since joining
O'Sullivan in 1998.

"Phil has been a key member of our management staff and played a
significant role in all of our financial activities since he
joined the company in 1995," stated Richard Davidson, president
and chief executive officer.  "We want to thank Phil for his
efforts on behalf of O'Sullivan and wish him continued success in
his future endeavors."

"While we will miss Phil as a member of our team," continued
Davidson, "we are fortunate to have someone of Stuart's caliber
and experience to step into this role.  Stuart has played a
significant role in our operational and financial initiatives and
will be supported by an experienced and talented financial
management team."

Mr. Pacey stated, "I have enjoyed my eight years at O'Sullivan
tremendously.  While I look forward to the challenges ahead, I
still believe in the future prospects of O'Sullivan and will
continue to retain my equity interests in the company."
    
                        *   *   *

As reported in the Troubled Company Reporter's February 20, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on furniture manufacturer O'Sullivan Industries
Holdings Inc. to 'B-' from 'B', and the senior unsecured debt
ratings on the company to 'CCC' from 'CCC+'. Standard & Poor's
also lowered the corporate credit ratings on the company's wholly
owned operating subsidiary, O'Sullivan Industries Inc., to 'B-'
from 'B', and lowered the subsidiary's subordinated debt ratings
to 'CCC' from 'CCC+'. In addition, the subsidiary's senior secured
bank loan rating was lowered to 'B' from 'B+'.

The outlook is negative.

"The downgrade reflects lower than expected profitability at
O'Sullivan as a result of ongoing challenging industry conditions
in the ready-to-assemble furniture market," said credit analyst
Martin S. Kounitz. "As a result, O'Sullivan's credit measures are
below Standard & Poor's expectations. Given the weak operating
environment, the timing of recovery for O'Sullivan is unclear."

Lamar, Missouri-based O'Sullivan is the second-largest designer,
manufacturer, and distributor of ready-to-assemble furniture
products, selling primarily to the U.S. home office and home
entertainment markets.


OUTBOARD MARINE: Chapter 7 Trustee Asks Court to Certify Class
--------------------------------------------------------------
On May 4, 2004, at 8:30 a.m., Alex D. Moglia, the Chapter 7
Trustee for Outboard Marine Corporation and its related Debtors,
will appear before the Honorable Judge John H. Squires in the U.S.
Bankruptcy Court for the Northern District of Illinois to present
a Motion for Class Certification in an adversary proceeding
involving the United States Dept. of Justice.

The motion asks the Court to certify a class under Fed. Rule of
Civil Procedure 23(b)(1)(b).  If the class is certified, no member
will be able to opt out and any decision of the bankruptcy court
related to the class will be binding to all class members. If the
Class is certified, the Trustee will ask the Court to bar all
members of the Class from seeking any payment or other relief from
Liberty Mutual Insurance Company or its related entities under any
insurance policy issued by them.     

Objections to the Motion, if any, must be filed by tomorrow, and
delivered to:

        1.   The Office of the Clerk
             The United States Bankruptcy Court
             Northern District of Illinois
             219 S. Dearborn Street
             Chicago, Illinois; and

        2.   Attorney for the Trustee
             Kathleen H. Klaus, Esq.
             Shaw Gussis Fishman Glantz Wolfson & Towbin, LLC
             321 North Clark Street, Suite 800
             Chicago, IL 60610        

Copies of the Motion may be obtained by contacting Mirjana
Mirkovic at mmirkovic@shawgussis.com

Outboard Marine filed for Chapter 7 bankruptcy on December 22,
2000 (Bankr. N.D. Ill. Case No. 00-37405). Kathleen H. Klaus,
Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin, LLC serves
as Counsel to the Chapter 7 Trustee.


OWENS CORNING: Investing Up to $3 Million in Newco/India
--------------------------------------------------------
Owens Corning and its debtor-affiliates contemplate transacting
directly or indirectly with:

   (1) IPM, Inc., Owens Corning's wholly owned non-debtor
       subsidiary;

   (2) Newco/India, a newly formed company organized under the
       laws of India that will be wholly owned by IPM;

   (3) Owens Corning India Limited, a company organized under the
       laws of India which is 60% owned by IPM.  OC India
       operates a manufacturing facility in India where it
       manufactures, markets, distributes and sells certain
       glassfibre reinforcement materials, among other composite
       materials and building materials; and

   (4) Owens-Corning Fiberglas Espana, S.A., a limited liability
       company organized under the laws of Spain, which is an IPM
       non-debtor subsidiary.

According to J. Kate Stickles, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, the Debtors identified a growing market for
fiberglass reinforcement fabrics in India, which they believe has
significant opportunities for expansion.  The Fabrics are used
primarily in the manufacture of windmill blades, as well as for
marine, railway, chemical, container and other applications.

To take advantage of these opportunities, the Debtors ask the
Court to authorize IPM to invest up to $3,000,000 in Newco to be
used:

      (i) to purchase machinery and equipment;

     (ii) to cover the cost of certain infrastructure
          expenditures; and

    (iii) for working capital necessary for the production and
          sale of Fabrics.

Once organized, Ms. Stickles relates, Newco will utilize OC
India's plant to conduct its operations.  Newco and OC India will
enter into a tolling agreement to govern their relationship.  The
essential terms of the Tolling Agreement are:

   (1) Newco's machinery and equipment will be installed in OC
       India's manufacturing plant;

   (2) OC India will convert and process Newco's raw materials
       into finished products pursuant to orders Newco transmits
       to OC India;

   (3) Newco will pay OC India tolling fees, which consists of
       costs of labor, utilities and other direct and indirect
       overhead expenses, plus 5% of the Conversion Costs; and

   (4) The term of the Tolling Agreement is five years.

Newco will obtain most of the raw materials necessary to produce
the Fabrics from OC India and the remaining raw materials from
other OC affiliates.  OC India will exclusively distribute the
finished products manufactured under the Tolling Agreement
pursuant to an Indenting Agreement.  Pursuant to the Indenting
Agreement, Newco will pay OC India a commission on the Newco
products sold by OC India.

Ms. Stickles informs the Court that Owens Corning and Espana --
the OC Companies -- each owns the rights to license the OC
Technology necessary to manufacture the Fabrics.  The essential
terms of the License Agreement are:

   (1) The OC Technology licensed by the OC Companies to Newco
       will at all times be and remain the property of the OC
       Companies;

   (2) The OC Companies will grant Newco an arm's-length royalty-
       bearing, non-exclusive, non-transferable license to make
       and have made the Fabrics in India, and to export, use,
       market and sell the Fabrics anywhere in the world;

   (3) Newco may sub-license the OC Technology, provided that
       it obtains approval from the OC Companies;

   (4) The OC Companies will furnish Newco technical services for
       the transmission of the OC Technology to enable Newco to
       effectively use the OC Technology;

   (5) Newco will pay the OC Companies for the technical services
       at the standard rates then in effect which the OC
       Companies charge its subsidiaries, licensees and
       affiliates;

   (6) Newco will produce the Fabrics in accordance with the
       highest quality standards internationally available and in
       accordance with the guidelines established by Owens
       Corning, and use the proprietary marks included in the OC
       Technology only in a form that is in conformance with
       Owens Corning's style guide and other instructions; and

   (7) The term of the License Agreement is five years, but can
       be terminated earlier, renewed or extended.

To the extent necessary to facilitate the Tolling Agreement,
Newco will sub-license certain of the OC Technology to OC India
pursuant to a Technology Sub-License Agreement.  The essential
terms of the Sub-License are:

   (1) The rights related to the OC Technology licensed by Newco
       to OC India will at all times be and remain the property
       of Newco; and

   (2) Newco will grant OC India a royalty-free, non-exclusive,
       non-transferable limited license solely to make the
       Fabrics in India for Newco.

Ms. Stickles maintains that the proposed transactions will permit
Owens Corning, IPM and Newco to take full advantage of the
growing market in India for fabrics.  Most importantly,
authorizing the transactions will permit IPM and Owens Corning to
ultimately obtain 100% of the benefits and profits of the
opportunities now available.  If OC India were to take advantage
of the opportunities, only 60% would ultimately be obtained by
IPM and Owens Corning.

Newco already signed third party contracts for the Fabrics that
will require Newco's new machine and equipment to operate at full
capacity for the next five years.  In addition, licensing the OC
Technology to Newco will enhance Newco's ability to compete in
the international markets, which could also lead to greater
export potential for the Fabrics.  Ms. Stickles assures the Court
that the transactions are proposed in good faith.

Headquartered in Toledo, Ohio, Owens Corning
-- http://www.owenscorning.com/-- manufactures fiberglass  
insulation, roofing materials, vinyl windows and siding, patio
doors, rain gutters and downspouts.  The Company filed for chapter
11 protection on October 5, 2000 (Bankr. Del. Case. No. 00-03837).  
Mark S. Chehi, Esq., at Skadden, Arps, Slate, Meagher & Flom
represents the Debtors in their restructuring efforts.  On Jun 30,
2001, the Debtors listed $6,875,000,000 in assets and
$8,281,000,000 in debts. (Owens Corning Bankruptcy News, Issue No.
71; Bankruptcy Creditors' Service, Inc., 215/945-7000)   


PARMALAT GROUP: Dismisses Speculations About Creditor Recoveries
----------------------------------------------------------------
Parmalat Finanziaria SpA, in    |  Parmalat Finanziaria SpA in
Extraordinary Administration,   |  Amministrazione Straordinaria
communicates that information   |  comunica che sono destituite
carried today in a number of    |  di ogni fondamento le notizie
publications reporting that     |  riportate oggi da alcuni
creditors of Parmalat Group     |  organi di informazione secondo
companies in Extraordinary      |  le quali ai creditori delle
Administration would be         |  Societa del Gruppo Parmalat in
guaranteed a repayment of       |  Amministrazione Straordinaria
between 25% and 33% of their    |  sarebbe assicurata una
investment are completely       |  percentuale di rimborso dal
without foundation.             |  25 al 33 per cento.

                          *     *     *

Reuters and Bloomberg News, citing Il Sole/24 Ore, reported that
Parmalat Finanziaria SpA intends to swap EUR12 billion in debts
into equity as part of its reorganization.  The plan will allow
bondholders to recover between 25% and 33% of their claims when
Parmalat shares will resume trading.  When the Parmalat stocks
would trade again is not yet determined.  Parmalat's 50 biggest
creditors met with Extraordinary Commissioner Enrico Bondi in
Milan, Italy on Friday, March 26, 2004.

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: Irish Court Places Eurofood IFSC in Liquidation
---------------------------------------------------------------
Pearse Farrell, FCA of FGS Chartered Accountants and Business
Advisors, was confirmed by order of Mr. Justice Kelly, as Official
Liquidator to Eurofood IFSC Limited, the Irish subsidiary of
Parmalat, the Italian dairy company which is currently in
extraordinary administration in Italy.

Mr. Justice Kelly made an order that Eurofood is insolvent
and made a second order winding up the Company and appointing Mr.
Farrell as Official Liquidator.  He stated in his judgment that
the appointment of Pearse Farrell as Provisional Liquidator by
the High Court brought about the opening of main insolvency
proceedings for the purpose of the Insolvency Regulation.  Mr.
Justice Kelly further made a declaration that the center of main
interest of Eurofood is and was always in Ireland.

While this ruling is apparently contrary to the ruling of
the court in Parma, Mr. Justice Kelly found that he did not have
to consider the merits of the decision of the Parma court since,
in his opinion, it lacked jurisdiction under the Insolvency
Regulation to do what it purported to do.  In addition he felt
that the Parma court was obliged to recognize the order of the
Irish High Court in appointing the Provisional Liquidator.

General principles of EU law include respect for fundamental
rights, including the right to a fair hearing.  In this case, the
creditors of Eurofood were not put on notice of the hearing
before the Parma court, despite a direction from the Parma court
that all interested parties be put on notice.  Furthermore, the
right to a fair hearing implies that one should be given
sufficient notice of the hearing in order to prepare a defense.  
The Provisional Liquidator, who was put on bare notice of the
hearing before the Parma court was not furnished with the papers
grounding the application until after the hearing before the
Parma court had actually concluded.

Counsel on behalf of the Italian Extraordinary Administrator made
a request for a stay on the order appointing Mr. Farrell as
Official Liquidator, however, this was duly refused by Mr.
Justice Kelly.

Previously Mr. Farrell had been appointed as Provisional
Liquidator to the Company by order of the High Court on 27
January last which pre-dates, by a period of up to some weeks, an
application to and order of the court in Parma in Italy dated 20
February 2004, whereby the Parma Court admitted Eurofood into
insolvency and furthermore found that the center of main interest
of Eurofood was in Italy rather that in Ireland.

[Bank of America filed winding up petition against Eurofood in
January 2004.  The unit owed Bank of America over $3.5 million
or GBP1.9 million in loans.]

Mr. Justice Kelly's judgment clarifies the European Insolvency
Regulation from an Irish perspective in that:

     (1) It sets out the tests for establishing the center of
         main interest in cross-jurisdictional cases involving
         Ireland;

     (2) It establishes that the commencement of a winding-up
         begins with the lodging of a petition in such cross-
         border cases; and

     (3) The appointment of a Provisional Liquidator does
         constitute the commencement of insolvency proceedings
         under the Regulation.

The Official Liquidator will now commence the process of
realizing the assets of the Company which consist primarily
located of debtor and loan balances from Parmalat entities
located in Italy and South America.  The Official Liquidator will
also be lodging an appeal in Italy against the decision of 20
February last of the Parma court.

                           About FGS

FGS (Farrell Grant Sparks) is a leading independent firm of
chartered accountants and business consultants with offices in
Dublin and Belfast.  The firm is a market leader in the provision
of corporate recovery, restructuring and turnaround services.

Pearse Farrell is recognized as one of the leading
insolvency practitioners in the country having acted in over 250
appointments.  His recent appointments have included acting as
receiver to the Comer Group of companies, part of the worldwide
Indorama Group, as liquidator to Lernout & Hauspie Ireland
Limited, a speech recognition company for which the Irish company
handled the European distribution for the Belgian public company.  
In addition, Pearse has also acted as receiver to Simmonscourt
Holdings Limited and Harvard Properties Limited, the development
companies for the Four Seasons Hotel in Ballsbridge, Dublin and
as receiver of the Holiday Inn in Dublin.  Pearse Farrell also
has extensive experience in liquidating IFSC based companies.

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)   


PG&E NATIONAL: US Trustee Wants to Appoint Dan Scotto as Examiner
----------------------------------------------------------------
W. Clarkson McDow, Jr., the United States Trustee for Region 4,
asks the Court to approve the appointment of Daniel Scotto as
Examiner in the NEG Debtors' (formerly the PG&E National Energy
Group Inc. Debtors) Chapter 11 cases.

Mr. McDow had consulted with these parties-in-interest regarding
the appointment of an examiner:

   * Paul Nussbaum, counsel for NEG -- on behalf of the NEG
     Debtors and the Official Committee of Unsecured Creditors
     of NEG and the Official Noteholders Committee; and

   * Greg Yates, counsel for Mitsubishi Heavy Industries.

Mr. McDow believes that Dan Scotto is highly qualified to serve
as NEG Examiner.  Mr. Scotto holds an MBA in Finance from Pace
University and a Bachelor of Science degree from St. Francis
College.  Presently, Mr. Scotto is a Senior Energy Analyst at
Whitehall Financial Advisors, LLC, in Greenwich, Connecticut.  He
is the founder and Director of Research at Whitehall Financial, a
firm specializing in the utilities industry.

Mr. Scotto will be compensated at $600 per hour for his services.  
Mr. Scotto will also receive reimbursement for all out-of-pocket
expenses.

Mr. Scotto assures the Court that he does not hold or represent
any interest adverse to the NEG Debtors or their estates.

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: S&P Places B-Level Ratings on Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Plains
All American Pipeline L.P. (PAA, BBB-/Watch Neg/--; BB+ Senior
Unsecured Rating) on CreditWatch with negative implications.

Houston, Texas-based PAA has about $650 million of debt.

"The CreditWatch listing follows PAA's announcement it is
acquiring the North American crude oil and pipeline operations of
Link Energy LLC for total consideration of about $330 million,"
noted Standard & Poor's credit analyst Steven K. Nocar. "Along
with the acquisition, PAA intends to issue in total $197 million
of equity, $100 million of which is expected to be issued through
a private placement shortly after the close of the Link
transaction," he continued.

Of concern to Standard & Poor's is PAA's announcement that the SEC
is conducting a review of its 10-K filing dated March 1, 2004.
Although the review is being conducted as a routine review of a
Fortune 500 company as per SEC policy, it indefinitely delays
PAA's plan to issue the remainder of its common units to
permanently fund the acquisition. As a result, PAA will borrow
under a new $200 million, 364-day bank facility until it is
able to issue the units. Proceeds from the unit issuance will be
applied to reduce outstanding amounts under this facility. In the
interim, debt to EBITDA is expected to increase to 4 times.

Standard & Poor's will resolve the CreditWatch listing soon after
conclusion of the SEC review. If the SEC review is cursory and
concludes in 120 days, and PAA issues the remainder of its
announced equity immediately thereafter, Standard & Poor's would
likely affirm the rating. If the SEC review extends beyond 120
days, Standard & Poor's will meet with management to assess the
status and nature of the review.


PLAINS ALL AMERICAN: Closes Purchase of Link's Crude Oil Business
-----------------------------------------------------------------    
Plains All American Pipeline, L.P. (NYSE: PAA) completed the
acquisition of the North American crude oil and pipeline
operations of Link Energy LLC.  The total purchase price for the
transaction was approximately $330 million, which included $273
million in cash, the assumption of $49 million of liabilities
and net working capital items and $8 million of third-party
transaction, closing and integration costs and other items.

Plains All American Pipeline, L.P. (PAA, BBB-/Watch Neg/--; BB+
Senior Unsecured Rating) 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.  


PREMIERE NETWORK: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Premiere Network Services, Inc.
        1510 North Hampton Road, Suite 120
        De Soto, Texas 75115

Bankruptcy Case No.: 04-33402

Type of Business: The Debtor is a Telecommunication provider.

Chapter 11 Petition Date: March 29, 2004

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Claude D. Smith, Esq.
                  Campbell & Cobbe, P.C.
                  900 Jackson Street
                  120 Founders Square
                  Dallas, TX 75202
                  Tel: 214-742-2200
                  Fax: 214-742-0002

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.


QUINTEK: Releases Letter About Plans to Enter Outsourcing Market
----------------------------------------------------------------
Quintek Technologies, Inc. (OTCBB:QTEK) filed a Form 8-K with the
Securities and Exchange Commission disclosing the text of a letter
to its shareholders in which the Company discussed its plans to
enter the Business Process Outsourcing (BPO) market.

In the letter, the Company highlighted its previously disclosed
achievements to date in 2004, including:

-- The announced expansion into the service industry;  

-- The strategy to develop a complete information lifecycle
    management (ILM) solution for cradle-to-grave document
    storage;  

-- The appointment of a new President with considerable industry
    and sales experience to help further impact the successful
    growth and expansion of the Company.

Quintek also disclosed that it has formed a new division, Quintek
Services, Inc. (QSI). The formation of QSI is complementary with
Quintek's alignment of the Company as a 'Business Process
Outsourcing' (BPO) services provider. Forrester Research has
estimated that the BPO space will grow to $146 billion by the year
2008. Quintek also referenced that over a 24-month period they
intend to add up to an additional 35 new sales people and increase
the scope of the Company's offerings.

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

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

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


RCN CORPORATION: Lenders Agree to Forbear Through May 3, 2004
-------------------------------------------------------------
RCN Corporation (Nasdaq: RCNC) announced that the negotiations
with its senior secured lenders, members of an ad hoc committee of
holders of its Senior Notes and others on a consensual financial
restructuring of its balance sheet are continuing.

In connection with the continuing negotiations, the Company, the
Lenders and members of the Noteholders' Committee have agreed to
extend expiration of their previously announced forbearance
agreements until 11:59 p.m. on May 3, 2004. The Company remains
hopeful that the continuing negotiations will lead to agreement on
a consensual financial restructuring plan in the near term,
although there is no assurance this will occur.

As previously stated, under the extended forbearance agreements,
the Lenders and members of the Noteholders' Committee have agreed
not to declare any Events of Default, which they would be entitled
but not required to do, under the Company's senior credit
facilities or the Company's senior notes, respectively, as a
result of the Company not making an interest payment on its 10
1/8% Senior Notes due 2010 or its 9.8% Senior Notes due 2008 and
certain other defaults.

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

RCN's objective is to reach agreement on a consensual financial
restructuring plan during the current forbearance period. If
financial restructuring negotiations were to proceed beyond that
period or were to end, however, additional forbearance, waiver
and/or amendment agreements would be needed to support RCN's
continuing operations. In addition, in the absence of an agreement
on a consensual financial restructuring upon expiration of the
forbearance agreements, the Lenders and members of the
Noteholders' Committee who hold 10 1/8% Senior Notes and 9.8%
Senior Notes would be entitled, but not required, to declare RCN's
senior credit facilities and the outstanding 10 1/8% Senior Notes
and 9.8% Senior Notes, respectively, immediately due and payable.

Any acceleration of amounts due under RCN's senior credit
facilities or the 10 1/8% Senior Notes or the 9.8% Senior Notes
would, due to cross default provisions in the Company's indentures
governing its other senior notes, entitle, but not require, the
holders of other senior notes to declare the Company's other
senior notes immediately due and payable if they so choose.
Holders of 10 1/8% Senior Notes or the 9.8% Senior Notes that are
not members of the Noteholders' Committee are not subject to the
terms of the forbearance agreements. If acceleration of the
Company's senior credit facilities and 10 1/8% Senior Notes or the
9.8% Senior Notes were to occur, RCN would not, based on current
and expected liquidity, have sufficient cash to pay the amounts
that would be payable.

Although RCN is actively pursuing discussions towards a final
agreement on a consensual financial restructuring, there can be no
assurance that such an agreement will ultimately be reached, that
RCN would be able to obtain further extensions of its forbearance
agreements with the Lenders and members of the Noteholders'
Committee, or that holders of 10 1/8% Senior Notes or the 9.8%
Senior Notes that are not members of the Noteholders' Committee
will not declare an Event of Default under the 10 1/8% Senior
Notes or the 9.8% Senior Notes (which would terminate the
forbearance agreement with Lenders), or seek other remedies
available under applicable law or the terms of the 10 1/8% Senior
Notes or the 9.8% Senior Notes, prior to such time. RCN will
continue to apply substantial effort and resources to reaching a
formal agreement on a consensual financial restructuring while
also continuing to evaluate the best alternatives for RCN under
current circumstances and as discussions and events unfold.

On March 31, 2004, the NASDAQ Stock Market notified the Company
that the market value of its Common Stock closed below the
required minimum of $35 million for the 10 consecutive business
days leading up to March 26, 2004. Under applicable NASDAQ rules
and the NASDAQ notification, if the market value of the Common
Stock does not exceed $35 million for at least 10 consecutive days
prior to April 30, 2004, the Common Stock will be delisted. There
can be no assurance that the Company will regain compliance with
NASDAQ rules or that the Common Stock will not be delisted. The
value of the Company's securities is highly speculative. The
Company urges that appropriate caution be exercised with respect
to existing and future investments in any of the Company's debt
obligations and/or its Common stock.

                  About RCN Corporation

RCN Corporation (Nasdaq: RCNC) is the nation's first and largest
facilities-based competitive provider of bundled phone, cable and
high-speed Internet services delivered over its own fiber-optic
local network to consumers in the most densely populated markets
in the U.S. RCN has more than one million customer connections and
provides service in Boston, New York, Philadelphia/Lehigh Valley,
Chicago, San Francisco, Los Angeles and Washington, D.C.
metropolitan markets.


SAMUELS JEWELERS: Emerges From Chapter 11 as a Private Company
--------------------------------------------------------------
Samuels Jewelers, Inc. (Pink Sheets:SMJWQ), the eighth-largest
retail jewelry chain in America, announced that the Company
received approval from the U.S. Bankruptcy Court for its
reorganization plan, which provides for Samuels to emerge from
Chapter 11.

At a hearing Tuesday, March 30th, the court confirmed the plan
which provides for the Company's secured creditor to convert a
substantial portion of its debt to equity thereby providing a
platform for Samuels to emerge from Chapter 11 as a private
company. In addition, the plan provides for critical continuing
vendors to receive payment in full for their claims over a period
of eighteen months.

Samuels has been operating under Chapter 11 since August 2003.
Under Chapter 11 the Company continued implementing its turnaround
while working closely with its vendors and creditors. Comparable
store sales have increased 2.0% and 8.9% in January and February,
respectively.

"This is a major milestone for Samuels," stated Randy McCullough,
CEO and President of Samuels. "We appreciate our secured lender
and our other creditors working closely with us to design and
implement a plan that will provide a solid foundation for Samuels
to build upon in the future. We also believe our confirmation and
our positive recent sales trends are a result of dedication and a
lot of hard work from all of our terrific company associates who
believe in Samuels and have worked diligently together to move
Samuels forward."

"Samuels' reorganization was overwhelmingly supported by every
class of creditor who voted on the plan and was completed very
quickly and efficiently," said Michael Tuchin of Klee, Tuchin,
Bogdanoff & Stern LLP, bankruptcy counsel for Samuels Jewelers,
Inc. "The fact that the reorganization was completed so smoothly
is a testament to the efforts of the management team and all of
Samuels' employees."

The key elements of the plan include the conversion of a
significant amount of debt to equity, the payment in full to
critical continuing vendors, the assumption of substantially all
of the Company's leases and the continued employment of the senior
management team.

Samuels Jewelers, Inc. operates a national chain of specialty
retail jewelry stores located in regional shopping malls, power
centers, strip centers and stand-alone stores. The Company sells
fine jewelry items in a wide range of styles and prices, with a
principal emphasis on diamond and gemstone jewelry. As of April 1,
2004, the Company operates 102 retail jewelry stores in 18 states.
The Company also sells jewelry online at SamuelsJewelers.com. The
Company currently operates stores under the following four trade
names: "Samuels," "C&H Rauch," "Schubach" and "Samuels Diamonds."
Measured by the number of retail locations, Samuels is the eighth-
largest specialty retailer of fine jewelry in the country.


SENTINEL INSURANCE: Judge Upholds MicroFinancial's $14 Mil. Claim
-----------------------------------------------------------------
MicroFinancial Incorporated (NYSE-MFI), announced that the company
was awarded a $23 million judgment.

In the first quarter of 2000, the Company had filed an action in
the United States District Court for the District of Massachusetts
against Sentinel Insurance Company, Ltd., Premier Holidays
International, Inc., and Daniel DelPiano arising from Premier's
October 1999 default on its repayment obligations to the Company
under a $12 million loan.

Judgment has been entered in this case against Sentinel, which had
issued a business performance insurance policy guaranteeing
repayment of the loan in the amount of $14 million. This judgment
has not been satisfied. Sentinel is currently undergoing
liquidation proceedings and a claim in this amount has been filed
with the bankruptcy court.

The Company's case against Premier and DelPiano was tried in
November 2003, and was decided by the Court in March 2004. The
Court entered a judgment for the Company against Premier and
DelPiano, jointly and severally, on all of the Company's counts,
including fraud and violation of Massachusetts General Laws,
Chapter 9A, and dismissing with prejudice all of Premier and
DelPiano's claims and counterclaims. The Court awarded the Company
$23 million in damages. Collection of this award is not assumed
and therefore it is not reflected in the Company's financial
statements.

"This legal matter is now behind us. The Company is pleased with
the court's findings in favor of our position on all counts,
specifically on the finding of fraud committed by Premier and
DelPiano, and on the full dismissal with prejudice of the
counterclaims filed against us." stated Mr. Richard Latour,
President and CEO.

The Company also announced that it continues to reduce its
outstanding debt obligations during 2004 beyond original
expectations. "As of April 1, 2004, the senior credit facility
debt balance outstanding was $35.7 million, compared to an
expected $41.0 million for the same period, as stated in the bank
agreement. Total interest bearing debt stands at $39.9 million as
of April 1, 2004, compared to $62.1 million on December 31, 2003"
concluded Mr. Latour.

                  About Microfinancial

MicroFinancial Inc. (NYSE: MFI), headquartered in Woburn, MA, is a
financial intermediary specializing in leasing and financing for
products in the $500 to $10,000 range. The company has been in
operation since 1986.


SERVES 1999-1: Fitch Affirms BB- Series 1999-1 Notes Rating
-----------------------------------------------------------
Fitch Ratings affirms the $47,500,000 Structured Enhanced Return
Vehicle Trust notes, series 1999-1 at 'BB-'. SERVES 1999-1 is a
synthetic collateralized loan obligation (CLO) that affords
investors leveraged exposure to a diversified portfolio of high-
yield loans. The transaction utilizes a total rate of return swap
between the SERVES trust and Bank of America, N.A. to obtain the
leveraged exposure.

Fitch has reviewed the credit quality of the individual assets
comprising the portfolio. SERVES 1999-1 has experienced marginal
positive credit migration and minimal change to the weighted-
average rating factor (WARF). While there was not a significant
increase to the Collateral and Cumulative Payment Accounts, the
composition of the portfolio has improved as overall market
conditions strengthened along with a reduction in impaired assets
within the reference portfolio. Subsequently, a review of the
transaction has led Fitch to conclude that the 'BB-' rating of the
notes is representative of the current credit risk to investors.


SHAW COMMS: Board Nominates Don Mazankowski as Lead Director
------------------------------------------------------------
Shaw Communications Inc.'s Board of Directors has nominated the
Right Honorable Don Mazankowski to the role of Lead Director. "We
are extremely pleased that Don has accepted the responsibility of
serving as Lead Director on our Board," said JR Shaw, Executive
Chair of Shaw Communications. "Don is an outstanding Canadian with
a long and distinguished career in public service and corporate
Canada," he added.

The Lead Director is an outside and unrelated director appointed
by the Board of Directors to ensure that the Board can perform
its duties in an effective and efficient manner independent of
management. The appointment of a Lead Director is part of Shaw's
ongoing commitment to good corporate governance.

Mr. Mazankowski was a Member of the Parliament of Canada from
1968 to 1993 and held a number of Cabinet positions, including
Deputy Prime Minister, Minister of Finance and President of the
Privy Council. Mr. Mazankowski is a director of a number of
national and international Corporations.

He has been a director of Shaw since 1993 and is currently
chairman of the Corporate Governance Committee of the Board and a
member of the Executive Committee.

Shaw Communications Inc. (S&P, BB+ Corporate Credit Rating,
Stable) is a diversified Canadian communications company whose
core business is providing broadband cable television, Internet
and satellite direct-to-home services to approximately 2.9 million
customers. Shaw is traded on the Toronto and New York stock
exchanges (Symbol: TSX - SJR.B, NYSE - SJR).


SHAW COMMS: Connects with Lions Gate for Video-On-Demand Agreement
------------------------------------------------------------------
Shaw Communications Inc. announced a licensing agreement with
Lions Gate Entertainment to provide movies and programming
content for Shaw On Demand - Shaw's video-on-demand service. This
deal puts some of today's most popular and ground-breaking
releases right at the fingertips of Shaw Digital customers across
Western Canada.

Shaw On Demand provides customers with unprecedented choice and
control when watching movies and other programming at home.
Customers can choose from hundreds of titles every month,
including major motion pictures, classic movies, TV series,
children's programming, adult entertainment and music videos.

"Adding Lions Gate's leading-edge lineup of current feature films
and extensive collection of motion pictures and other content
complements the ever-evolving Shaw On Demand library", said Peter
Bissonnette, President of Shaw Communications Inc.

"Lions Gate Entertainment is pleased to be associated with Shaw
Communications on this innovative home entertainment service.
Shaw's position in the Canadian market gives us an excellent
opportunity to provide our content via VOD for our current
feature films and extensive library," said Brad Pelman, Senior
Vice-President, Sales & Distribution, Lions Gate Films Corp.

Lions Gate will supply Shaw with current feature films and TV
series that have garnered international accolades, including the
Academy Award(R)-nominated film The Cooler, the chiller hit Cabin
Fever, and true crime drama Wonderland.

Since the launch of Shaw On Demand, customers have been able to
experience a growing library of feature films and entertainment
from such companies as Alliance Atlantis, Universal Studios,
Hallmark Entertainment, and Twentieth Century Fox. In addition,
the shawondemand.ca customer interface was recently relaunched,
featuring a richer home page, daily updates on new films and
entertainment, and more on-demand movie trailers and content
previews.

Bissonnette said that while Shaw is continually adding new
entertainment to the On Demand library, the company is also
introducing new viewing experiences such as High Definition TV
content and other customer-focused product innovations.

Full details are available at shaw.ca and shawondemand.ca, or by
calling 1-888-472-2222.

Lions Gate Entertainment is the premier diversified independent
producer and distributor of motion pictures, television
programming, home entertainment, family entertainment and
video-on-demand content. Its prestigious and prolific library of
more than 8000 titles is one of the largest in the industry and
the biggest in indie history. The Lions Gate brand name is
synonymous with original, daring, quality entertainment in
markets around the world.

Shaw Communications Inc. (S&P, BB+ Corporate Credit Rating,
Stable) is a diversified Canadian communications
company whose core business is providing broadband cable
television, Internet and satellite direct-to-home ("DTH")
services to approximately 2.9 million customers. Shaw is traded
on the Toronto and New York stock exchanges.


SKYLINE MULTIMEDIA: Comments on Recent Trading Activity
-------------------------------------------------------
Skyline Multimedia Entertainment, Inc. (OTC Bulletin Board: SKYL),
announced that it has come to its attention that there has been
increased activity in the level of volume of trading of its common
stock as well as an increase in the market price.

Michael Leeb, the President of Skyline, commented, "we are not
aware of any reason as to the cause of this recent activity. As
stated in our previous filings with the U.S. Securities and
Exchange Commission, we have experienced significant losses in
recent years and have substantial negative working capital and a
substantial capital deficiency. In addition, since a substantial
portion of the working capital deficiency is comprised of notes
payable that are due currently, we are dependent upon the
continued forbearance of our principal creditors in not demanding
payment of the outstanding indebtedness." As a result, Skyline's
financial statements have been prepared assuming that Skyline will
continue as a going concern. Management of Skyline cautions
investors that there have been no recent developments in
connection with Skyline's operations nor does Skyline have any
plans or arrangements to enter into any type of acquisition or
transaction that may warrant such trading activity.

Skyline, through its wholly-owned subsidiary, New York Skyline,
Inc., operates the New York Skyride, a state-of-the-art simulator
attraction located in the Empire State Building in New York, New
York.

                     *   *   *

In its Form 10-QSB for the quarter ended December 31, 2003,
Skyline Multimedia Entertainment reports:

"The Company is in default on the amounts payable to its creditor
under the Senior Credit Agreement, dated as of December 20, 1996,
which became due on December 20, 2001. As a result, the interest
rate on the principal and unpaid interest was increased to 21%
effective December 20, 2001. The Company is in continuing
discussions with the Investor regarding the Debt, including the
Senior Credit Agreement, and the satisfaction of the conditions
set forth in the letter received from the Investor dated October
24, 2003. It should be noted, however, that notwithstanding the
satisfaction by the Company of all of the conditions set forth in
the letter from the Investor, the Investor specifically reserved
the right to demand payment in full on all obligations. The
Company is dependent on the continued forbearance of its note
holder because the Company currently does not have available funds
to fully repay these loans and the accrued interest on them. The
above factors give rise to substantial doubt as to the ability of
the Company to continue as a going concern."


SOLUTIA INC: Quimica Gets Nod to Set Off Mutual Obligations
-----------------------------------------------------------
Quimica M., S.A. de C.V. is a joint venture of Solutia, Inc. and
Vitro Plan, S.A. de C.V., a Mexican Corporation.  Robin E.
Keller, Esq., at Stroock & Stroock & Lavan LLP, in New York,
recalls that before the Petition Date, Quimica entered into a
long-term contract with Monsanto Company, a predecessor to the
Debtors.  The Contract required Quimica to purchase a polyvinyl
butyral resin and plasticizer from Monsanto.  The Debtors are now
a party to the contract.  Quimica also contracted to deliver PVB
film to Solutia, which film is used in the automotive and
construction laminated glass industries.

As of December 17, 2003, the Debtors owed Quimica $1,884,689.  At
the same time, Quimica had outstanding prepetition invoices with
the Debtors totaling $4,824,854 -- $510,770 of which was payable.

Following the Petition Date, Quimica entered into discussions
with the Debtors regarding the outstanding amount owed to it.
The parties agreed that given both their desire to continue
performing under the agreements and given the Debtors' equity at
stake and interest in the continued viability of Quimica, it was
appropriate to allow Quimica to set off the prepetition amounts
owed to the Debtors against the prepetition amounts owed to
Quimica.

Since the Petition Date, Quimica has remitted to the Debtors
$518,039 for amounts owed as of the Petition Date, and has agreed
to remit other amounts that may become due and owing to the
Debtors in excess of the amount owed by the Debtors to Quimica,
which Quimica is holding to effectuate set-off.

Accordingly, Quimica sought and obtained Court approval to lift
the automatic stay for it to exercise its set-off rights.

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)


SPEIZMAN INDUSTRIES: Paul Demmink Takes Bob Speizman's CEO Post
---------------------------------------------------------------
Speizman Industries, Inc. (OTC Bulletin Board: SPZN) announced the
resignation of the Company's CEO, Bob Speizman, and its Senior
Vice President, Mark Speizman. Also resigning from the Company
were Bryan Speizman, Barry Speizman and Don Mullen. Paul Demmink,
the Company's chief financial officer, will also serve as its
chief executive.

"On behalf of the Company and its Board of Directors, we want to
thank all of the Speizmans for their years of service and many
contributions to the Company and wish them well in their future
endeavors," Mr. Demmink said.

For additional information on Speizman Industries, visit the
Company's web site at http://www.speizman.com/


SPEIZMAN: Lonati Declares Default Under March 2004 Agreement
------------------------------------------------------------
Speizman Industries, Inc. (OTC Bulletin Board: SPZN) has been
notified by Lonati, SpA that the Company is in default under the
Distributorship and Forbearance Agreement entered into by the
parties in March 2004 for failure to pay certain amounts owed to
Lonati. Lonati's affiliated companies, Santoni SpA, Tecnopea Srl
and SRA Srl, have also notified the Company that it is in default
under the parties' March 2004 Distributorship Agreements for
failure to pay certain amounts owed. As a result, Lonati can take
steps to collect any monies owed by the Company. Lonati and its
affiliates can terminate their distributor agreements with the
Company, all of which extend to May 7, 2004. This default under
the Lonati agreement terminates the forbearance period relating to
the Company's credit facility with SouthTrust Bank, thereby giving
SouthTrust the right to exercise its remedies under the loan
documents.

For additional information on Speizman Industries, visit the
Company's web site at http://www.speizman.com/


SPEIZMAN: Cuts Jobs in Charlotte, NC & Considers Bankruptcy Filing
------------------------------------------------------------------
Speizman Industries, Inc. (OTC Bulletin Board: SPZN) announced the
layoff of 17 employees, principally in its textile division
located in Charlotte, North Carolina. The Company anticipates
making an undetermined number of additional layoffs over the next
several weeks. Other reductions in the Company's operations will
be made during this timeframe. These layoffs and other reductions
are due to the Company's continuing losses and limited liquidity
resulting from the significant decline in demand for the Company's
laundry and textile equipment. The Company's Board of Directors,
with the assistance of its financial advisors, continues to review
its alternatives, which include the potential sale of the
Company's sock and/or laundry divisions or a bankruptcy filing.
The Company anticipates continuing business operations while it
reviews its alternatives.

For additional information on Speizman Industries, visit the
Company's web site at http://www.speizman.com/


SPIEGEL: Committee Gets Nod to Hire Capstone as Financial Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases involving The Spiegel Group and its debtor-
affiliates sought and obtained the Court's authority to retain
Capstone Corporate Recovery, LLC as its financial advisors to
replace FTI Consulting, Inc., nunc pro tunc to February 6, 2004.

The Committee explained that the purpose of the proposed
substitution is principally to permit the Committee to continue
using former FTI employees who have been principally involved in
the Committee's financial matters.  Specifically, Jay Borow,
Andrew Cowie, Norman Haslun, Christopher Kearns, and Andrea Will
have recently moved to Capstone from FTI.

The Committee needs Capstone to:

   (a) advise and assist the Committee in its analysis and
       monitoring of the Debtors' historical, current and
       projected financial affairs, including without limitation,
       its business plan, schedules of assets and liabilities,
       statement of financial affairs, periodic operating
       reports, analyses of cash receipts and disbursements,
       analyses of cash flow forecasts, analyses of trust
       accounting, analyses of various asset and liability
       accounts, analyses of cost-reduction programs, analyses of
       any unusual or significant transactions between the
       Debtors and any other entities, and analyses of proposed
       restructuring transactions;

   (b) review the Debtors' expense structure and identify
       opportunities for further reductions, including store
       closings and arrangements for liquidation sales;

   (c) develop a monitoring report to enable the Committee to
       effectively evaluate the Debtors' performance on an
       ongoing basis;

   (d) analyze and critique actual and proposed debtor-in-
       possession financing arrangement;

   (e) analyze arrangements with trade creditors regarding
       postpetition credit extension, including inventory return
       programs and other related issues;

   (f) advise and assist the Committee in:

       -- reviewing executory contracts, including leasing
          arrangements and provide recommendations to assume or
          reject;

       -- identifying and reviewing preference payments,
          fraudulent conveyances and other causes of action; and

       -- reviewing the Debtors' books and records for related
          party and potential avoidance actions;

   (g) perform liquidation analyses of the Debtors and advise the
       Committee and its counsel;

   (h) assist and advise the Committee in evaluating and
       analyzing restructuring plans proposed by the Debtors,
       review and provide analysis of any plan of reorganization
       and disclosure statement, assist and advise the Committee
       in implementing a plan of reorganization, and ascertain
       the reasonableness of the Debtors' long-term viability and
       plan of reorganization;

   (i) analyze alternative reorganization scenarios in an effort
       to maximize the recovery to the Committee and develop
       negotiation strategies to support the Committee's
       position, assist the Committee and its counsel in the
       negotiation of any aspects of a restructuring, and advise
       and assist the Committee in reviewing any proposed sales
       or acquisitions of strategic or non-strategic assets or
       business units;

   (j) advise and assist the Committee in its:

       -- assessments of the Debtors' management team, including
          a review of any existing or proposed bonus, incentive
          and retention plans, including key employee retention
          plans; and

       -- review of the Debtors' existing management processes,
          including but not limited to organizational structure,
          cash management and management information and
          reporting systems;

   (k) render expert testimony and litigation support services,
       as requested from time to time by the Committee and
       its counsel, regarding the feasibility of a plan of
       reorganization and other matters;

   (l) attend Committee meetings and court hearings as may be
       required in the role as financial advisor to the
       Committee;

   (m) assist and advise the Committee and counsel in reviewing
       and evaluating court motions filed or to be filed by the
       Debtors or any other parties-in-interest; and

   (n) provide such other bankruptcy and related financial
       advisory services as are consistent with the Committee's
       role and duties.

Capstone will be compensated on an hourly basis and reimbursed
for actual, necessary expenses incurred.

           Member                  $475 - 495
           Professional Staff       200 - 450
           Support Staff            125 - 175

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)   


SPRING AIR PARTNERS: Creditors Must File Claims by April 30
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York, sets 5:00 p.m. on April 30, 2004, as the deadline for
all creditors owed money on account of claims arising prior to
March 22, 2004, against:

     * Spring Air Partners - North America, Inc.
     * Spring Air Partners - California, Inc.
     * Spring Air Partners - New Jersey, Inc.
     * Spring Air Partners - Pennsylvania, Inc.
     * Spring Air Partners - Texas, Inc.
     * Spring Air Partners - Ohio, L.L.C.
     * Spring Air Partners - Canada, Inc.
     * Chattam & Wells, Inc.
     * Spring Air California - Deluxe Bedding Co., Inc.
     * Chattam & Wells Mattress Company, LLC
     * Southland Bedding Company
     * Springco Bedding Co.

to file written proofs of claim.  Claim forms must be delivered on
or before the April 30 Bar Date to:

         United States Bankruptcy Court
         Southern District of New York
         One Bowling Green, Room 534
         New York, NY 10004-1408

Seven categories of claims are exempted from the Bar Date:

     (a) claims already properly filed;

     (b) claims scheduled in the right amount and not disputed,
         contingent or unliquidated;

     (c) claims previously allowed by the Bankruptcy Court;

     (d) claims already paid in full;

     (e) claims subject to another bankruptcy court-imposed
         deadline

     (f) intercompany claims; and

     (g) administrative expense claims.  

Headquartered in New York, New York, Spring Air Partners - North
America, Inc., -- http://www.springair.com/-- is a bedding  
manufacturer in the United States, manufacturing mattresses and
box springs under multiple brand names: Back Supporter(R),
ComfortFlex(R), Four Seasons(R), Chattam and Wells(R), Posture
Comfort(R) and Nature's Rest(R), for sale to local, regional and
national retailers in the United States and Canada.  The Company
filed for chapter 11 protection on March 22, 2004 (Bankr. S.D.N.Y.
Case No. 04-11915).  Mark A. Broude, Esq., at Latham & Watkins
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from their creditors, they listed
estimated assets of more than $10 million and estimated debts of
over $50 million.


STOLT OFFSHORE: Wins $60 Million Pipelay Contract in Trinidad
-------------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO),
announced the receipt of a letter of intent from the National Gas
Company of Trinidad and Tobago to install 62.9 km of 36-inch
diameter gas transportation pipeline from the BP Cassia B platform
to Rustville on the South East coast of Trinidad. The contract is
valued between $50 - $60 million. Offshore installation will take
place in the second half of this year.

Bruno Chabas, Chief Operating Officer, said, "We welcome this
contract award for pipelay work in Trinidad, an increasingly
important market for us and one in which we are committed to
maximise the local content of our projects wherever possible.
Through the use of our pipelay barge DLB 801, we are steadily
building our share of this market. This important project award
follows our current work in the Angostura field and the recently
awarded Dolphin project."

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.


STOLT OFFSHORE: BG International Awards $80MM Contract in Trinidad
------------------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO),
announced the award of a contract, valued at approximately $80
million, from BG International Limited for the installation of
about 90km of 24-inch diameter gas transportation pipeline and an
associated 12-inch diameter infield flowline and well control
umbilical. The gas transportation pipeline will take gas from the
Dolphin Platform off the East coast of Trinidad to the Beachfield
onshore facility. Offshore installation will be in the second half
of this year.

Quinn Hebert, President, Stolt Offshore North Americas Region,
said, "We welcome this contract award for pipelay work in
Trinidad, an increasingly important market for us and one in which
we are committed to maximise the local content of our projects
wherever possible. Through the use of our pipelay barge DLB 801,
we are steadily building our share of this market. This important
project follows our current work in the Angostura field."

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.


TEMPUR-PEDIC: Clarifies Statements Regarding Covenant Compliance
----------------------------------------------------------------
Tempur-Pedic International Inc. (NYSE: TPX) clarified certain
statements regarding the Company's credit facility and its
expansion plans.

In an article released March 31, 2004 issued by Dow Jones Newswire
the article noted that, as reported in the Company's Annual Report
on Form 10-K filed with the Securities and Exchange Commission,
the Company had received waivers as of December 31, 2003 from its
senior lenders regarding the capital expenditure covenant and
certain administrative covenants regarding the delivery of certain
financial information. The Company confirms that it is in
compliance with all of the covenants included in its senior credit
facilities.

The Company also confirms that the capital expenditure covenant
included in its senior credit facilities was structured to reflect
the Company's continued expansion plans, and the Company believes
that this covenant will not restrict the Company's planned
capacity expansions in the future. The Company did note that the
timing of planned capacity additions is driven by the continued
growth in the demand for its products, and in the event of faster
than anticipated growth in its business, it may choose to
accelerate its planned capital spending, in which case the Company
may be required to obtain an amendment or waiver of the capital
expenditure covenant in its senior credit facility. The Company
confirms that its relationships with its senior lenders are very
good, and the Company remains confident that it would obtain this
relief regarding the timing of planned capital expenditures, if
required, as it has in the past.

                     About the Company

Tempur-Pedic International Inc. (NYSE: TPX) manufactures and
distributes Swedish Mattresses and Neck Pillows(TM) made from the
revolutionary Tempur(R) pressure-relieving material, a visco-
elastic material that conforms to the body to provide support and
help alleviate pressure points. Products are currently sold in 54
countries under the Tempur(R) and Tempur-Pedic(R) brand names.
World headquarters for Tempur-Pedic International are in
Lexington, KY. For more information about the Company, visit
http://www.tempurpedic.com/


TRANSACTION NETWORK: S&P Assigns BB Rating to New Bank Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured bank loan rating, with a recovery rating of '4', to the
new senior secured bank facility of Reston, Virginia-based
Transaction Network Services Inc. (TNS) (BB-/Stable/--). Proceeds
from this facility and from the company's recent initial public
offering, were used to refinance TNS' previous bank facility. The
'4' recovery rating reflects the expectation of marginal (25%-50%)
recovery of principal in a default or bankruptcy scenario for
the senior secured lenders

TNS provides private data communications networks for
transaction-oriented applications. Pro forma for the refinancing
of TNS' senior secured bank debt and its initial public offering,
the company had approximately $111 million in operating lease-
adjusted debt as of December 2003.

The new facility consists of a $30 million revolving credit
facility and a $65 million term loan, both maturing 2009. The bank
facility is secured by a first-priority perfected security
interest in substantially all of the borrower's existing and
future assets, as well as the existing and future assets of
subsidiary guarantors. In addition, all outstanding equity
interests of the company and its subsidiaries are pledged as
security.

"Rating upside potential is limited by TNS' business profile,"
said Standard & Poor's credit analyst Ben Bubeck. "However,
downside risk is limited by solid credit metrics for the rating
and stable cash flow generation, barring the loss of a key
contract."


TRANSMERIDIAN: Auditors Continues Going Concern Qualification
-------------------------------------------------------------
Transmeridian Exploration, Inc. (OTCBB:TMXN) announced financial
and operational results for the year ended December 31, 2003 and
reported its year-end proved reserves prepared by Ryder Scott
Company.

                        Operations Review

During 2003, Transmeridian drilled and completed its first well,
the South Alibek No. 1 (SA-1) which is currently producing at the
rate of approximately 1,000 barrels of oil per day (Bopd) and
began drilling operations on two new wells, the SA-2 and the SA-4,
which were the second and third wells in an initial seven well
drilling program. As of December 31, 2003, the SA-4 had reached
total depth and been logged, while the SA-2 was within 1,300 feet
of its planned total depth. In January 2004, the SA-2 reached
total depth. Production casing has been set in both wells in
preparation for an extended testing program.

During the first quarter of 2004, the Company began drilling its
fourth and fifth wells, SA-5 and SA 17. Transmeridian also made
substantial progress on its permanent production facilities, which
are designed for a total capacity of 30,000 Bopd and are expected
to be operational in the second quarter of 2004.

                        Proved Oil Reserves

Transmeridian's oil and gas reserve report was prepared by Ryder
Scott Company, one of the world's leading independent reservoir
engineering firms. The gross proved reserves, including the SA-2
(which was logged subsequent to year-end) were estimated by Ryder
Scott to be 64.7 million barrels of oil (MMbbls), more than three
times the gross proved reserves of 20.9 MMbbls from the previous
year. The Company has also engaged Ryder Scott to update its
complete evaluation of South Alibek Field, including estimates of
probable and possible oil resources which may be ultimately
recovered from the field. The results of this evaluation will be
released when it has been completed.

At December 31, 2003 (excluding the SA-2), net proved reserves
were 45.7 MMbbls, up from 17.1 MMbbls at year-end 2002. All of the
reserves are located in the South Alibek Field in Kazakhstan. This
report is based on two wells which were drilled and completed in
2003, the SA-1 and SA-4, and a previously producing well, the
Alibekmola 29. The field is in the early stages of development,
with significant future drilling planned.

                  Management Comments

Commenting on 2003 results and the updated Ryder Scott reserve
report, Lorrie T. Olivier, Chairman and CEO of Transmeridian said,
"We are very excited about the growing potential of the South
Alibek Field and the value that it represents for Transmeridian.
The completion of three wells and the tripling of gross reserves
in the field are tremendous milestones in the growth of the
Company. We learn more about the field and its ultimate potential
with every well we drill. We are very optimistic about the 2004
capital program and expect it to yield further significant
increases in the asset base and value of the Company."

                     2004 Capital Budget

The capital budget for the South Alibek Field in 2004 is $25.9
million. This budget is based on the continuous operation of two
drilling rigs in the field and includes expenditures to complete
construction of the central production facility and the other
support facilities for the field.

The drilling budget calls for the completion of the SA-2 and SA-4
wells which started drilling in 2003 and are currently undergoing
completion testing. The company plans to drill and complete four
additional wells in 2004. Two of these wells will be on locations
currently booked as proved undeveloped reserves and two will be on
locations which are outside of the boundaries of our proved
reserves. The Company also expects to commence the drilling of two
additional wells before the end of 2004. Accordingly, including
the SA-1 well which is currently producing, the 2004 capital
budget envisions a cumulative total of seven wells drilled and
completed in the field by the end of 2004, assuming all such wells
are successful, and two additional wells in progress.

                     Capital Financing

On January 9, 2004, Transmeridian sold 7.3 million shares of
common stock in a private placement for net cash proceeds totaling
$4.4 million. The proceeds from the offering were used to repay
approximately $3 million of debt owed by Transmeridian under the
Caspi Neft credit facility. This payment, combined with the
proceeds from the Bramex option exercise as discussed above,
result in a remaining balance of $6 million under the original $20
million credit facility. This amount will be amortized over the
next 12 months beginning in March 2004. As of December 31, 2003,
there was approximately $7 million available for future borrowings
under the $30 million credit facility.

Caspi Neft will require additional funding beyond its existing
credit facilities in order to fund the 2004 capital budget.
Transmeridian currently estimates the minimum funding requirements
for its 50% interest in Caspi Neft to be between $5 and $10
million. Bramex, the other 50% owner, has indicated that it has
available funds to finance its share of the 2004 budget. The
minimum amount of funding required is highly dependent on the
amount and timing of cash flows from the existing and future wells
drilled on the property. The Company is in the early stages of
developing the field, with limited cash flow from production and
has primarily used debt financing to fund development. Our
auditors continue to express concern about the Company's ability
to continue in existence. This "going concern" qualification has
been in our auditors' opinions since our inception in 2000, so
this position was not unexpected. Management recognizes its
financial challenges, and believes strongly that the potential
value of the South Alibek Field far outweighs the current and
near-term investment requirements. Management is also confident
that it can successfully attract future capital for this project
in order to continue the development of the field.

              Production, Pricing and Transportation

Caspi Neft is currently producing its first well, the SA-1, on an
extended production testing basis. During the second half of 2003,
we produced 117,376 barrels of oil and sold 77,293 barrels. This
test production has been transported by truck and was sold at an
average price of $10.52 per barrel, resulting in revenues of
$797,411 for the year. These prices represent a fairly low
percentage of prevailing world oil prices. Prices received for our
oil sales increased during the year and we realized $12.44 per
barrel for sales during the month of December 2003.

When our facilities at the Emba rail terminal are completed, we
anticipate a reduction in our transportation and storage costs.
With the completion of the central production facility, currently
scheduled to be operational in the second quarter 2004, and the
pipeline and pump station, planned to be operational in early
2005, we expect to be able to ship our oil by pipeline, which
should result in a reduction in our transportation and storage
costs and significantly improved net pricing for our crude oil.

                     South Alibek Field

The South Alibek field is located in northwestern Kazakhstan
within the prolific oil region of Aktobe. It lies in a fairway of
oil fields that produce from carbonate reservoirs of Carboniferous
age. The fields in this trend are projected to ultimately contain
over 40.0 billion barrels of recoverable reserves, including the
giant Tengiz field which is estimated to hold 9.0 billion barrels
of recoverable reserves and the Kashagan Field which is estimated
to have 13.0 billion barrels of recoverable reserves. The South
Alibek field is immediately adjacent to the currently producing
Alibekmola Field, from which it is separated by a large fault. The
primary oil reservoirs in the South Alibek Field are the Upper
Carboniferous (KT1) and the Middle Carboniferous (KT2) limestone.
The tops of these formations are found at an initial depth of
6,500 feet and can have a combined gross thickness of 5,000 feet
or more.

            About Transmeridian Exploration, Inc.

Transmeridian Exploration, Inc. (TMXN) is an independent energy
company established to acquire and develop oil reserves in the
Caspian Sea region of the former Soviet Union. TMXN primarily
targets medium-sized fields with proved or probable reserves and
significant upside reserve potential. Its first major project is
the South Alibek Field in Kazakhstan.


USI HOLDINGS: Acquires New York-Based Bertholon-Rowland Corp.
-------------------------------------------------------------
U.S.I. Holdings Corporation, (Nasdaq: USIH) announced that it has
acquired New York, NY-headquartered Bertholon-Rowland Corp. (BR).
BR is anticipated to contribute approximately $25 million of
revenues to USI on an annual basis. Terms of the transaction were
not disclosed.

Founded in 1944, BR was one of the first brokers to develop
insurance programs for professional associations on behalf of
their members. BR is one of the largest association-sponsored
professional liability and life/health insurance marketers,
administrators and program managers providing a range of personal
and business plans to professionals and alumni associations in the
U.S. BR also provides travel insurance services to these
associations. The acquisition of BR together with USI's existing
Affinity Group creates the one of the largest offerings of program
lawyers professional liability in the U.S. Alan E. Zink, Chairman,
President and CEO of BR, will assume the role of Chairman of USI
Affinity.

David L. Eslick, USI's Chairman, President and CEO, said, "USI is
committed to growth through acquisitions of strong agencies with
quality professionals. With over 60 years in the association
insurance industry, BR has long-standing relationships with
professional and alumni associations and in leading insurance
markets that we anticipate will significantly enhance USI's
current offering. We are very pleased to enter into a partnership
with Alan and his well-respected team of professionals."
    
Douglas W. Kreitzberg, CEO of USI Affinity, added, "The
acquisition of BR enhances USI's existing offering to associations
by providing diverse insurance products, professional liability,
life, health and travel insurance. This addition creates one of
the largest offerings of this kind and we anticipate that it will
enable us to leverage existing business opportunities for the USI
Affinity Group."

Also commenting on the acquisition, Alan E. Zink, added, "By
joining USI, our ability to serve our association clients is
dramatically increased.  We are pleased to be able to enhance our
offerings to them with quality products and services from a
professional team keenly aware of association needs.  Our
experience with professional, alumni and other affinity
associations gives USI access to an exciting new marketplace."

             About U.S.I. Holdings Corporation
    
Founded in 1994, USI (S&P, BB- Counterparty Credit and Bank Loan
Ratings, Stable) is a leading distributor of insurance and
financial products and services to businesses throughout the
United States. USI is headquartered in Briarcliff Manor, NY, and
operates out of 59 offices in 19 states. Additional information
about USI may be found at http://www.usi.biz/


US LIQUIDS: Sells All Operating Assets & Deregisters Common Stock
-----------------------------------------------------------------
U S Liquids Inc. (OTC Pink Sheets: USLQ) announced the completion
of the sales of substantially all of the assets of USL
Environmental Services, Inc. d/b/a A&A Environmental of Baltimore,
Md., and U S Liquids of Pennsylvania, Inc. d/b/a EMAX of
Pittsburgh, Pa., to Perma-Fix Environmental Services, Inc. In
addition, the Company has completed the sale of the stock of its
Canadian subsidiary. As a result, the Company has sold all
operating assets and deregistered its common stock.


US WIRELESS DATA: Signs-Up Mintz Levin as Special Counsel
---------------------------------------------------------
U.S. Wireless Data, Inc., seeks permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., as its
special counsel.

The Debtor reports that Since 2000, Mintz Levin has performed
extensive legal work for it in connection with various corporate,
securities, intellectual property and employment matters. As a
result of this representation, Mintz Levin has become familiar
with and knowledgeable about the Debtor's corporate operations.
Mintz Levin, which has particular expertise in corporate,
securities, intellectual property and employment law as well as
extensive experience and skill in all facets of legal issues faced
by sophisticated corporate clients,

The Debtor has also employed Halperin & Associates as counsel in
this proceeding. The Debtor believes that the rational economic
approach to this case is for Halperin & Associates to act as
general bankruptcy counsel and for Mintz Levin to handle corporate
matters, including intellectual property, employment, and federal
securities matters.  Mintz Levin and Halperin & Associates will
work closely together to develop a work plan and division of labor
to substantially eliminate any duplication of work.  

Mintz Levin is expected to provide services including those non-
bankruptcy matters related to:

      (i) employment issues affecting the Debtor's personnel;

     (ii) the Debtor's intellectual property, including a
          certain pending litigation matter and the continuing
          prosecution of the Debtor's patent applications;

    (iii) federal securities laws, including applicable filings;
          and

     (iv) general corporate and contract matters.

Mintz Levin will charge the Debtor at its regular hourly rates,
which range from:

            Designation              Billing Rate
            -----------              ------------
            Attorneys                $245 to $550 per hour
            Paraprofessionals        $70 to $220 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.


VWR INT'L: S&P Assigns BB- Corp. Credit & Bank Loan Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to VWR International Inc., a distributor of research
laboratory products that is being spun off by Germany-based Merck
KGaA to private holders.

The outlook is stable.

At the same time, Standard & Poor's assigned a 'BB-' senior
secured bank loan rating and a recovery rating of '3' to VWR's
proposed $740 million senior secured credit facilities. The 'BB-'
rating is the same as the corporate credit rating; this and the
recovery rating of '3' indicate that lenders can expect a
meaningful recovery of principal (50%-80%) in the event of a
default or bankruptcy.

Standard & Poor's also assigned a 'B' rating to both VWR's $175
million senior notes due 2012 and its $345 million senior
subordinated notes due 2014. The senior notes are rated the same
as the subordinated notes, reflecting Standard & Poor's view that
the unsecured senior notes would be materially disadvantaged in a
bankruptcy given the large proportion of assets secured by the
bank loans.

Proceeds from these borrowings will finance the purchase of VWR
from Merck KGaA by private equity firm Clayton, Dubilier & Rice
Inc. in a largely debt-financed transaction.

"The mid-speculative-grade ratings reflect the heavy debt burden
and the evolving competitive risks in VWR's markets," said
Standard & Poor's credit analyst David Lugg. "These risks largely
offset the benefits of VWR's well-established position in the
stable and attractive laboratory supply market."

West Chester, Pa.-based VWR is the second-largest distributor of
products to the global research laboratory market. Since 1999, it
has operated as a subsidiary of 'BBB' rated Merck KGaA, building
its position in the European market through a series of
acquisitions. Merck is now divesting VWR to focus resources on its
higher growth specialty chemicals and pharmaceuticals businesses.

The proposed transaction will saddle VWR with an estimated $1.2
billion of financial obligations, including capitalized operating
leases.

The laboratory distribution market is undergoing a competitive
restructuring as one of its leading players, Fisher Scientific
International Inc. (BB/Watch Pos/--), aggressively acquires
suppliers in a vertical integration strategy. This approach is a
departure from the view that distributors should avoid any
potential competition with suppliers. If this strategy were to
prove successful, it could put VWR at a competitive disadvantage
in the long run.

VWR plays a critical role in the efficient operation of the
laboratory supply market. It enables some 5,000 suppliers to reach
250,000 customers with more than 700,000 products. The company has
expanded into several services that it provides on site, ranging
from purchasing to internal product distribution to individual
laboratories. The combination of the company's scale and its long-
term customer relationships poses very high barriers to competitor
entry into the market.


WESTPOINT STEVENS: Court Okays Sulzer Loom Sale Bidding Procedures
------------------------------------------------------------------
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 between the Debtors and Atkins Machinery
Inc. for the sale of the Debtors' Sulzer looms provides that the
sale will be subject to higher and better offers.  At the
Debtors' request, the Court approves these auction and bidding
procedures:

   (A) The Debtors will provide:

       (1) notice of the Sale Hearing and Bidding Procedures,
           together with a copy of the Purchase Agreement to all
           parties known to the Debtors as having expressed a
           bona fide interest in acquiring the Looms;

       (2) publication of notice in the Southern Textile News, a
           textile trade weekly printed in Charlotte, North
           Carolina; and

       (3) a copy of the Purchase Agreement to all other
           prospective offerors and parties-in-interest on
           request to the Debtors through their attorneys, Weil,
           Gotshal & Manges LLP, by telephone at (212) 833-3584
           or jessica.serrano@weil.com by e-mail;

   (B) To be considered a qualified bidder, a party should submit
       a competing offer for an alternative transaction that is:

       (1) irrevocable through the date of the closing of the
           sale of the Looms; and

       (2) in writing and delivered to:

           * WestPoint Stevens Inc
             507 West Tenth Street
             West Point, Georgia 31833
             Attn: M. Clayton Humphries, Jr., Esq.

           * Weil, Gotshal & Manges LLP
             767 Fifth Avenue
             New York, New York 10153
             Attn: Kathryn L. Turner, Esq.
                   Troy L. Cady, Esq.

           * Stroock & Stroock & Lavan LLP
             180 Maiden Lane
             New York, New York 10038
             Attn: Lawrence M. Handelsman, Esq.
                   Michael J. Sage, Esq.

           so as to be received not later than 11:00 a.m. on
           April 2, 2004; and

       The competing offer must include:

           * A statement of the competing offeror's intent to bid
             at the Auction;

           * A written agreement executed by the competing
             offeror, together with a copy of the agreement
             marked to show the specific modifications, if any,
             to the Purchase Agreement that the competing offeror
             requires;

           * A purchase price for the Looms that exceeds Atkins'
             purchase price by at least $100,000;

           * A good faith deposit of $406,800 in cash or in other
             form of immediately available U.S. funds; and

           * Evidence, acceptable to the Debtors, of the
             competing offeror's ability to consummate the
             transaction within three business days after the
             entry of an order approving the sale;

   (C) Competing offers will be unconditional and not contingent
       on any event, including any due diligence investigation,
       the receipt of financing or the receipt of any further
       approval, including from any board of directors,
       shareholders or otherwise.  Any person submitting a
       competing offer will be deemed to have submitted to the
       Court's jurisdiction;

   (D) If the Debtors do not receive any competing offers
       satisfying the previous requirements, then the Debtors, in
       their sole discretion, may elect to forego the Auction,
       deem Atkins as having submitted the highest and best offer
       and deem Atkins' offer for the sale of the Looms on the
       terms set forth in the Purchase Agreement as the final
       auction offer;

   (E) The Auction will be conducted by the Debtors or their
       representatives on invitation to Atkins and all Qualified
       Bidders that have submitted competing offers in accordance
       with the procedures, and will commence on April 5, 2004 at
       11:00 a.m. at the Debtors' corporate offices, 507 West
       Tenth Street, West Point, Georgia 31833;

   (F) At the Auction, the Debtors will announce the initial
       auction offer that represents the highest and best offer
       received prior to the Auction.  All successive bids at the
       Auction will be increased in increments of not less than
       $25,000.  Atkins may submit competing offer without
       waiving its right to a Break-Up Fee in the event an
       alternative transaction is consummated with a successful
       offeror other than Atkins.  Atkins may not apply or credit
       any portion of the Break-Up Fee as a component of its
       subsequent offers;

   (G) Following the conclusion of the Auction, the Debtors will
       select the highest and best offer for the Looms and will
       inform the party having submitted the Final Auction Offer.
       At the Sale Hearing, the Court will consider the Final
       Auction Offer for approval;

   (H) Each Good Faith Deposit will be maintained in an interest-
       bearing account and be subject to the jurisdiction of the
       Court.  The Good Faith Deposit, together with any interest
       paid, will be applied by the Debtors against the purchase
       price to be paid by the Successful Offeror at the closing
       of the transaction approved by the Court.  Promptly
       after the closing, each Good Faith Deposit submitted by a
       party other than a Successful Offeror, together with any
       interest paid, will be returned;

   (I) In the event the Successful Offeror fails to consummate
       the transaction due to its breach of the terms of its
       agreement with the Debtors, the Successful Offeror's Good
       Faith Deposit, together with any interest paid, will be
       forfeited and the Debtors may request authority to
       consummate a transaction with the Qualified Bidder having
       submitted the next highest and best offer at the final
       price and terms bid by this Qualified Bidder at the
       Auction; and

   (J) No offer will be deemed accepted unless and until it is
       approved by the Court.

The Debtors maintain that the Bidding Procedures provide a fair
and reasonable means of ensuring the Looms are sold for the
highest and best offer attainable. (WestPoint Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WILLIAMS: Releasing First-Quarter 2004 Results on May 6
-------------------------------------------------------
Williams (NYSE: WMB) announced plans to report its first-quarter
2004 financial results before the market opens on May 6.  
Williams' management will discuss the results during an analyst
presentation to be webcast live beginning at 8:30 a.m. Eastern the
same day.

Participants are encouraged to access the presentation and
corresponding slides via http://www.williams.comon May 6.  A  
limited number of phone lines also will be available at (800) 818-
5264.  International callers should dial (913) 981-4910.  Callers
should dial in at least 10 minutes prior to the start of the
discussion.

The webcast replay -- audio and slides -- will be available on
http://www.williams.com.  Audio-only replays of the presentation  
will be available at approximately 5:30 p.m. Eastern on May 6
through midnight on May 13.  To access the replay, dial (888) 203-
1112.  International callers should dial (719) 457-0820.  The
replay confirmation code is 646547.

                   About Williams
    
Williams, through its subsidiaries, primarily finds, produces,
gathers, processes and transports natural gas.  Williams' gas
wells, pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  More
information is available at http://www.williams.com/

                      *    *    *

As reported in Troubled Company Reporter's October 16, 2003
edition, Fitch Ratings affirmed The Williams Companies, Inc.'s
outstanding senior unsecured notes and debentures at 'B+'. Also
affirmed are outstanding credit ratings for WMB's wholly-owned
subsidiaries Northwest Pipeline Corp., Transcontinental Gas Pipe
Line Corp., and Williams Production RMT Co. The Rating Outlook for
each entity has been revised to Positive from Stable. Details of
the securities affected are listed below.

The following is a summary of outstanding ratings affected by the
action:

   The Williams Companies, Inc.

        -- Senior unsecured notes and debentures 'B+';
        -- Feline PACs 'B+';
        -- Senior secured debt 'BB';
        -- Junior subordinated convertible debentures. 'B-'.

   Williams Production RMT Co.

        -- Senior secured term loan B 'BB+'.

   Northwest Pipeline Corp.

        -- Senior unsecured notes and debentures 'BB'.

   Transcontinental Gas Pipe Line Corp.

        -- Senior unsecured notes and debentures 'BB'.


W.R. GRACE: Wants Until September 30, 2004 to Decide on Leases
--------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates ask Judge Fitzgerald to
extend their deadline to decide whether to assume, assume and
assign, or reject unexpired non-residential real property leases
through and including September 30, 2004.

The request is without prejudice to the Debtors' right to seek
further extensions, and without prejudice to any lessor's right
to request to shorten the lease decision period on a particular
lease.

The Debtors explain that their management and professionals have
been consumed with the operation of their businesses and the
resolution of a number of complex business decisions.  The
Debtors have also focused on defining their mounting asbestos-
related litigation liabilities.  Resolution of the asbestos
issues will involve significant litigation that will take time.  
The Debtors have not yet intelligently appraised each lease's
value, and until the asbestos issues are resolved, little
progress can be made toward developing a viable reorganization
plan.

The Debtors remain parties to several hundred unexpired leases
that fall into two major categories:

     (a) Real property leases for offices and plants throughout
         the United States and Puerto Rico; and

     (b) Leases where the Debtors are lessees of commercial real
         estate, often retail stores, restaurants, and other
         similar facilities most of which have been subleased
         to other tenants.

These leases are important assets of the estate.  Thus, the
decision to assume or reject these leases is central to any plan
of reorganization.

The Debtors assure Judge Fitzgerald that they are current in all
of their postpetition rent payments and other contractual
obligations with respect to the unexpired leases.  The Debtors
intend to continue to timely pay all rent obligations on leases
until they are either rejected or assumed, and will continue to
timely perform their contractual obligations with respect to the
assumed leases.

The Court will convene a hearing on April 26, 2004, to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2,
the lease decision period is automatically extended through the
conclusion of that hearing. (W.R. Grace Bankruptcy News, Issue No.
58; Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Credit Unions & Legislators to Boost Youth Financial Literacy
---------------------------------------------------------------
High school seniors will graduate with few of the personal
financial skills they need to support themselves. This according
to a survey released by the National Jump$tart Coalition for
Personal Financial Literacy.

This lack of knowledge is directly related to financial problems
these young adults may face later in life, such as bankruptcy and
difficulty in obtaining affordable credit, says the Michigan
Credit Union League (MCUL).

Credit unions are teaming up with the Michigan Legislature this
month -- Michigan Youth Financial Literacy Month -- to help
graduate more fiscally smart, savvy youth.

Dubbed the "Financial Literacy Legislative Challenge" by authors
state Senators Mike Bishop, R-Rochester, Wayne Kuipers, R-Holland,
and Representatives Brian Palmer, R-Romeo, and Marc Shulman, R-
West Bloomfield, the initiative finds lawmakers co-presenting
financial curricula with credit union volunteers in schools and
student credit union branches around the state.

"There's a crisis in financial education in our country and a need
for leadership in combating it," said Lori Z. Bahnmueller, vice
president of Association Services for the MCUL. "Credit unions are
ideally positioned to respond because we have always believed that
education and information are key to achieving financial well
being."

Michigan credit unions lead their industry in youth financial
literacy outreach, teaching more than 55,000 students annually.
They are also leaders in school credit union branches, with some
150 student-run branches in school districts across the state.
Many other credit unions have special youth and teen savings
clubs, complete with their own newsletters, events and membership
benefits.

Credit unions will also be participating in the Federal Reserve
Bank's "Money $mart Week" during Youth Financial Literacy Month.
Slated for April 22-30, Money $mart Week features more than 150
free financial education events for consumers in metro Detroit --
26 of which are being hosted by credit unions. The MCUL, the trade
association for Michigan credit unions, is also hosting a free
teacher training for educators April 22. In partnership with
Michigan State Cooperative Extension, the training will evolve
around the National Endowment for Financial Education's High
School Financial Planning Program. This is the curriculum most
employed by credit union volunteers. For further details, go to
www.chicagofed.org and click on "Detroit Money $mart Week."

The comprehensive Jump$tart survey of more than 4,000 high school
students in 33 states measured 12th graders' level of knowledge of
personal finance basics, and compared the results with those from
similar surveys conducted in 2002, 2000 and 1997. On average,
students who participated in the 2004 survey answered 52.3 percent
of the questions correctly -- a failing grade based upon the
typical grade scale used by schools. This year's score is up from
50.2 percent in 2002 and 51.9 percent in 2000. To view the survey
in its entirety, go to www.jumpstart.org .

The national results are similar to those garnered by the Michigan
Jump$tart Coalition in 2001. Conducted by the National Institute
for Consumer Education (NICE), the 2001 survey looked at 12th
graders' level of knowledge within four areas: income, money
management, saving and investment, and spending. Students were
asked questions on a wide range of topics and concepts such as
taxes, retirement, insurance, credit use, inflation and budgeting.
On average, survey participants answered 49 percent of the
questions correctly.

Organized in 1934, the Michigan Credit Union League is a statewide
trade association representing Michigan credit unions. Based in
Northville Township with a satellite office in Lansing, the MCUL
offers credit unions assistance in the areas of regulatory
compliance, legislative advocacy, media advocacy and operational
information. For more information, visit the MCUL's Web site at
http://www.mcul.org/


* Newtek to Provide Small Business Loans to Navy Federal Members
----------------------------------------------------------------
Newtek Business Services, Inc. (Nasdaq: NKBS)
-- http://www.newtekbusinessservices.com/-- a provider of  
business services and financial products to the small business
market, announced that its small business lender, Newtek Small
Business Finance, entered into a agreement with the Navy Federal
Credit Union to make SBA loans available to the Navy Federal
members. Navy Federal is the largest credit union in the country,
with 2.3 million members and over $20 billion in assets. Newtek
Small Business Finance will provide a full service solution to the
business lending needs of the Navy Federal members and will
provide loan processing, servicing and liquidation services for
the credit union.

Barry Sloane, chairman and CEO of Newtek Business Services,
stated, "We are thrilled at the prospect of assisting Navy Federal
with providing small business loans to its members. Our services
will span the scope of underwriting, servicing and potentially
providing financing for members of this distinguished financial
institution."

Newtek Business Services, Inc. is a premier provider of business
services and financial products to the small to medium-sized
business market. Newtek's core brands include:

     * Newtek Small Business Finance: small business and U.S.
       government-guaranteed lending services;

     * Newtek Merchant Solutions: electronic merchant payment
       processing solutions;

     * Newtek Financial Information Systems: outsourced
       bookkeeping & controller services;

     * Newtek Tax Services: tax filing, preparation and advisory
       services; and

     * Newtek Insurance Agency: customized business insurance.


* BOND PRICING: For the week of April 5 - 9, 2004
-------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
American & Foreign Power               5.000%  03/01/30    70
Atlas Air Inc.                         9.250%  04/15/08    39
Best Buy                               0.684%  06/27/21    74
Burlington Northern                    3.200%  01/01/45    58
Calpine Corp.                          7.750%  04/15/09    71
Calpine Corp.                          7.875%  04/01/08    74
Calpine Corp.                          8.500%  02/15/11    73
Calpine Corp.                          8.625%  08/15/10    73
Comcast Corp.                          2.000%  10/15/29    41
Cummins Engine                         5.650%  03/01/98    75
Cox Communications Inc.                2.000%  11/15/29    36
Delta Air Lines                        7.900%  12/15/09    66
Delta Air Lines                        8.000%  06/03/23    74
Delta Air Lines                        8.300%  12/15/29    58
Delta Air Lines                        9.000%  05/15/16    61
Delta Air Lines                        9.250%  03/15/22    61
Delta Air Lines                        9.750%  05/15/21    62
Delta Air Lines                       10.125%  05/15/10    68
Delta Air Lines                       10.375%  02/01/11    69
Delta Air Lines                       10.375%  12/15/22    64
Elwood Energy                          8.159%  07/05/26    70
Federal-Mogul                          7.500%  01/15/09    25
Foamex L.P.                            9.875%  06/15/07    66
Finova Group                           7.500%  11/15/09    62
General Physics                        6.000%  06/30/04    52
Goodyear Tire                          7.000%  03/15/28    75
Inland Fiber                           9.625%  11/15/07    57
Level 3 Communications                 6.000%  09/15/09    61
Level 3 Communications                 6.000%  03/15/10    60
Liberty Media                          3.750%  02/15/30    71
Levi Strauss                           7.000%  11/01/06    74
Mirant Corp.                           2.500%  06/15/21    58
Mirant Corp.                           5.750%  07/15/07    59
Mirant Americas                        7.625%  05/01/06    74
Mirant Americas                        8.300%  05/01/11    74
Northern Pacific Railway               3.000%  01/01/47    56
Owens Corning                          7.700%  05/01/08    44
RCN Corporation                       10.000%  10/15/07    46
Reliance Group Holdings                9.000%  11/15/00    15
Universal Health Services              0.426%  06/23/20    60
Werner Holdings                       10.000%  11/15/07    75

                           *********

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***