TCR_Public/040406.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, April 6, 2004, Vol. 8, No. 68

                           Headlines

ADELPHIA COMMS: Wants to Set Up WNSA Station Sale Bidding Protocol
AEGIS COMMS: Records $26 Million Equity Deficit at December 2003
AIR CANADA: Estimated Post-Filing Obligations Top C$1.5 Billion
AIR CANADA: Trinity Will Not Seek Extension of Investment Pact
AIR CANADA: Pursuing Alternatives to Trinity Investment Agreement

AIR CANADA: FY 2003 Operating Loss Balloons to $684 Million
AK STEEL: Will Increase Carbon Steel Price by $150/Ton on May 1
AK STEEL: Inks 3-Year Labor Accord with UAW for Coshocton Works
ALLIED WASTE: Completes Amendment to Senior Credit Facility
AMERICAN AIRLINES: Reports Better Than Expected March Traffic

AMSCAN: Launches Tender Offer for 9.875% Senior Subordinated Notes
ARBOR INC: Inks Stock Exchange Agreement with China Laizhou
ARCHIBALD CANDY: Sells Fannie May/Fanny Farmer to Alpine for $39M
ARMSTRONG HLDGS: Directors Van Campbell & John Krol Leave Board
BLUE DOLPHIN: Auditors Express Going Concern Uncertainty

BROWN JORDAN: S&P Places Junk Credit & Debt Ratings on Watch Pos.
CASINO WINDSOR: Closes For Now Pending Labor Dispute Resolution
CENTERPOINT ENERGY: Hosting 1st Quarter 2004 Webcast on April 22
CHARTER COMMS: S&P Rates Bank Loan & Second-Lien Notes at Low-Bs
CINEMARK: Reports Early Settlement of Sr. Debt Cash Tender Offer

COMM 2000-FL3: Fitch Downgrades & Places Ratings on Watch Negative
COMMSCOPE INC: Redeeming 4% Convertible Sub. Notes on April 26
COVANTA: Wants Court to Expunge Ex-Employees' Improper Claims
CVF TECH: Stockholders' Deficit Widens to $3.7M at December 2003
DELCO REMY: S&P Revises Outlook Citing Stable Credit Measures

DII IND.: Court Clears Houlihan's Retention as Financial Adviser
DOMAN INDUSTRIES: International Forest Nixes Acquisition Talks
DOW CORNING: Breast Implant Case Settlement Takes Effect June 1
DPL CAPITAL: S&P Cuts Ratings on 3 Related Synthetic Transactions
EASYLINK: Auditors Maintain Going Concern Qualification at 2003

EDISON INTERNATIONAL: Fitch Ups Various Credit Ratings
ENCOMPASS: Disbursing Agent Wants Mitigation Claims Disallowed
ENRON CORP: Obtains Court Okay for Eight Settlement Agreements
ENRON CORP: Wooing Court to Expunge R. Harwood's $20 Mill. Claim
FEDERAL FORGE: Committee Hires McDonald Hopkins as Counsel

FERRELLGAS PARTNERS: Commences Public Offering of Common Units
FIBERMARK INC: Obtains Interim Approval of DIP Credit Facility
GENESCO: Completes Hat World Acquisition for $177.4 Million Cash
GENTEK: Alleges John Spangler's Injury Claim Lacks Legal Support
GEORGIA-PACIFIC: Elects to Redeem 9.125% Debentures on May 6, 2004

GEORGIA-PACIFIC: Increasing Consumer Products Prices on July 1
GLIMCHER REALTY: Looking for New CFO as Melinda A. Janik Resigns
GLOBAL ENVIRONMENTAL: Case Summary & 20 Largest Creditors
GOLDEN SAND ECO-PROTECTION: Installs Traci Anderson as New Auditor
GS MORTGAGE: Fitch Takes Rating Actions on 3 Securitizations

HALE-HALSELL: Signs-Up Conner & Winters as Special Counsel
HEALTHSOUTH CORPORATION: Board Member Larry Striplin Resigns
HIDDEN POINTE: Case Summary & 20 Largest Unsecured Creditors
HIGH VOLTAGE: Brings-In Grant Thornton as Tax Consultants
ICEWEB INC: Says Sherb & Co. as New Auditor is More Cost-Effective

INSITE VISION: Recurring Losses Trigger Going Concern Doubt
INTEGRATED HEALTH: Rotech Wants Until July 8 to File Final Report
INTERNATIONAL PAPER: Releasing 1st Quarter Earnings on April 23
INT'L STEEL: S&P Rates Proposed $600MM Sr. Unsec. Notes at BB
INTERNATIONAL WIRE: Pays $1.2 Million Critical Vendors' Claims

INTERPUBLIC GROUP: Fitch Revises Outlook to Stable from Negative
KB HOME: Leslie Moonves & Melissa Lora Join Board of Directors
LENNAR CORPORATION: Moody's Raises Ratings Outlook to Positive
LEVEL 3 COMMS: First Quarter Conference Call Set for April 29
MADISON SQUARE: S&P Assigns Low-B Ratings to 6 Series 2004-1 Notes

MANSOUR'S INC: Case Summary & 20 Largest Unsecured Creditors
MEGAN GROUP INC: Case Summary & 40 Largest Unsecured Creditors
METALDYNE CORP: Lenders Agree to Forgive Form 10-K Filing Delay
MIDWEST GENERATION: Plans to Refinance Parent's $693 Million Debt
MIKOHN GAMING: S&P Affirms B- Ratings & Revises Outlook to Neg.

MILLBROOK PRESS: Agrees to Sell Roaring Brook Press to Holtzbrinck
MIRANT: Inks Stipulation Prepaying Rent Due Under 2 Lease Deals
M-WAVE INC: Completes First Step in Silicon Valley Financing Deal
NATIONAL CENTURY: Reaches Pact Allowing Individual Balloting
NET PERCEPTIONS: Obsidian Gives Up Offer Following Patent Sale

NEW WORLD: S&P Hatchets Ratings Citing Declining Performance
NOVA BIOGENETICS: Sherb Resigns After 10-QSB Filing Without Review
OCCUPATIONAL HEALTH: Plans Full Promissory Notes Payment this Year
OWENS CORNING: Acquires Outstanding Shares of Mexican Venture
OWENS CORNING: Wants Go-Signal for OC Korea Stock Redemption

PARMALAT GROUP: Hungary Court Okays Parmalat Hungaria Liquidation
PG&E NAT'L: Pushing Nod for Proposed Cost Allocation Methodology
PHARMACEUTICAL FORMULATION: 2003 Net Sales Climbs 21.6% to $72MM
PH OF SAVANNAH: Case Summary & 20 Largest Unsecured Creditors
PLYMOUTH RUBBER: Reports Improved Results for First Quarter 2004

PRIMUS INTERNATIONAL: S&P Assigns B+ Corporate Credit Rating
REDDI BRAKE SUPPLY: Accepts Change of Auditor After Sellers Merger
RENAL CARE: S&P Assigns Low-B Corporate Credit & Sub. Debt Ratings
REVLON: Stockholders Okay Issuance of 265MM More Class A Shares
R.G. BARRY: KPMG LLP Uncertain About Going Concern Viability

ROYSTER-CLARK: S&P Lowers & Removes Ratings from CreditWatch
STOLT NIELSEN: Delays Planned 5-Year Senior Unsecured Bond Issue
SUN MICRO: Agrees to Settle Outstanding Litigation with Microsoft
SUN MICROSYSTEMS: Reducing Workforce by 3,300 to Save Costs
SUN MICROSYSTEMS: Appoints Jonathan Schwartz as President and COO

UNITEDGLOBALCOM: Selling Euro 500M 1-3/4% Convertible Senior Notes
UNITED STATES SHIPPING: S&P Rates New $225M Bank Facility at BB
US AIRWAYS: Launches Regional Jet Division -- MidAtlantic Airways
VALCOM: Losses & Chapter 11 Bankruptcy Spurs Going Concern Doubt
VERESTAR: SES AMERICOM Acquires Bankrupt Company for $18.5 Million

WATERMAN INDUSTRIES: Employs Aegis Bancorp as Investment Banker
WESTPOINT STEVENS: Obtains Approval for $100K Atkins Break-Up Fee
WHX CORP: Handy & Harman Unit Enters Into $163MM Financing Deal
WOMEN FIRST: Fails to Comply with Nasdaq's Listing Standards
WORLD AIRWAYS: Hollis Harris Discloses 10.2% Equity Stake

WORLDCOM INC: Proposes Modifications to Global Services Pact
WORLDGATE: 2003 Audit Report Contains Going Concern Qualification
W.R. GRACE: Pursuing Court Nod for 2004-2006 Key Employee Plan

* The Garden City Group Names M. Linda Mazzitti Vice President

* Large Companies with Insolvent Balance Sheets

                           *********

ADELPHIA COMMS: Wants to Set Up WNSA Station Sale Bidding Protocol
------------------------------------------------------------------
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.

To maximize the likelihood of competitive bidding that will  
result in the highest and best offer, the ACOM Debtors require
Entercom Buffalo, LLC and Entercom Buffalo License, LLC to
subject their proposal to these bidding procedures:

   (1) Any party wishing to submit a competing bid for the
       Station Assets must submit its offer, in writing, by not
       later than 12:00 noon, prevailing Eastern Time, on
       April 19, 2004 to:

       (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

   (2) To be considered a "Qualified Bidder," the party must
       accompany the written offer with:

       (a) the identity of the potential bidder and of the
           officer or authorized agent who will appear on the
           bidder's behalf;

       (b) evidence, satisfactory to the ACOM Debtors, of the
           bidder's financial and operational ability to complete
           the transaction or transactions contemplated by the
           offer and satisfy the requirements of the Bankruptcy
           Code with respect to the sale; and

       (c) a certified check payable to the ACOM Debtors in the
           amount equal to 10% of the cash portion of the party's
           bid to be held by the ACOM Debtors' counsel without
           interest.  The sum will be credited to the purchase
           price if the bidder is the successful bidder.  If not,
           the sum will be returned to the potential bidder in
           accordance with the Bidding Procedures.

       Entercom will be deemed a Qualified Bidder and the
       Purchase Agreement will be deemed to satisfy the Bid
       Requirements.

   (3) In the event that an offer is received from a Qualified
       Bidder, the ACOM Debtors will provide notice of the time
       and place an auction will be conducted to consider any and
       all bids to:

       (a) the counsel to the Creditors Committee;

       (b) the counsel to the agents for the ACOM Debtors'
           lenders;

       (c) the counsel to the Equity Committee;

       (d) the Office of the U.S. Trustee;

       (e) Entercom and its counsel; and

       (f) all Qualified Bidders submitting a bid.

       Any Qualified Bidder may appear and bid for the Station
       Assets.  The ACOM Debtors may conduct the Auction via
       Teleconference.

   (4) These requirements apply to all competing offers:

       (a) All bidders must agree to be bound by:

              (i) the terms of the Purchase Agreement and the
                  Ancillary Agreements, including the purchase of
                  the Station Assets; and

             (ii) the form and terms of the Sale Order;

       (b) All bidders must provide adequate assurance of their
           ability to perform under all portions of the Purchase
           Agreement and the Ancillary Agreements, both from a
           financial and operating point of view;

       (c) All competing bidders must submit an opening bid
           providing for a $350,000 minimum initial increase from
           the proposed Purchase Price, with successive bids by
           any party thereafter increasing the bid over previous
           bids by $100,000 increments;

       (d) Competing bids will not be conditioned on the outcome
           of unperformed due diligence by the bidder or any
           financing contingency; and

       (e) Entercom will be permitted to bid and submit a higher
           offer.

   (5) Subject to further Court order, all bidders must deliver
       with their bid a marked copy of the Purchase Agreement and
       the Ancillary Agreements containing only conforming
       changes and in form ready for execution by the ACOM
       Debtors.

   (6) Each offer made or deemed to be made will remain open and
       irrevocable until the earliest to occur of:

       (a) 30 days after the entry of the Sale Order and the
           dissolution of any stays of the Sale Order;

       (b) 48 hours after the withdrawal of the Station Assets
           for sale; or

       (c) the consummation of a transaction involving any other
           bidder.

   (7) The ACOM Debtors reserve the right to:

       (a) determine at their discretion which offer, if any, is
           the highest and best offer; and

       (b) reject at any time before the Court approves an offer,
           any offer that they, in their sole discretion and
           without liability, deem to be:

              (i) inadequate or insufficient;

             (ii) not in conformity with the requirements of the
                  Bankruptcy Code, the Bankruptcy Rules, the
                  Local Bankruptcy Rules or the terms and
                  conditions of the Purchase Agreement or the
                  Bidding Procedures; or

            (iii) contrary to the best interests of their
                  estates.

       The ACOM Debtors will have no obligation to accept or
       submit for Court approval any offer presented at the
       Auction.  The ACOM Debtors reserve the right, in their
       sole discretion, to withdraw their request.

   (8) If no offer is received from a Qualified Bidder, no
       Auction will be conducted and the ACOM Debtors will sell
       the Purchased Assets to Entercom.

The ACOM Debtors believe that the Bidding Procedures are fair and
reasonable, and are not likely to dissuade any serious potential
Alternative Buyer from bidding on the Station Assets.  The
Bidding Procedures will not only afford Entercom some measure of
protection for its "stalking horse" bid, but will also benefit
the ACOM Debtors by creating a bidding process that ensures:

   (1) the ACOM Debtors' ability to compare the relative values
       of competing offers, if any, by requiring all potential
       Alternative Buyers to bid off the same form of contract;

   (2) that a potential Alternative Buyer has the financial
       wherewithal to consummate its purchase;

   (3) meaningful bidding increments; and

   (4) that any alternative purchase agreement will likely be
       consummated, by the absence of terms and conditions that
       could create significant leeway for the potential
       Alternative Buyer to terminate the agreement without
       penalty.

In addition, the $100,000 bidding increment is designed to insure
that only serious bidders participate in the bidding process.  
The initial bidding increment is not designed to chill
competitive bidding.

Accordingly, the ACOM Debtors ask the Court to approve the
Bidding Procedures. (Adelphia Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AEGIS COMMS: Records $26 Million Equity Deficit at December 2003
----------------------------------------------------------------
Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS), a
marketing services company that enables clients to make customer
contact efforts more profitable, reported its results for the
quarter and year ended December 31, 2003.

                           REVENUES

Fourth quarter 2003 revenues from continuing operations were $30.2
million as compared to $33.3 million for the same period last
year, a decrease of $3.1 million, or 9.5%. For the year ended
December 31, 2003, revenues from continuing operations were $139.9
million versus $135.9 million in the prior year, an increase of
$4.0 million, or 2.9%. The decline in revenues versus the quarter
ended December 31, 2002, was related to two clients who reduced
volumes quarter over quarter, however this was partially offset by
the increase in an outbound program with another existing client.
The increase in revenues for the year ended December 31, 2003,
versus 2002 was primarily a result of expansion of work from
clients in the cable television and membership services industries
partially offset by a decrease in volumes from clients in the
telecommunications and financial services industries.

                        OPERATING LOSS

The Company reported an operating loss for the quarter ended
December 31, 2003. Operating loss for the fourth quarter of 2003
was $6.0 million as compared to operating losses of $2.5 million
in the fourth quarter of 2002. For the year ended December 31,
2003, the Company incurred an operating loss of $12.8 million,
versus a loss of $14.6 million for the same period ended 2002. The
decline in operating performance over the quarterly comparative
periods is primarily attributable to the decline in revenue
referred to above, and $2.1 million in one-time selling, general
and administrative expenses associated with the terminated merger
agreement with Allserve and the subsequent closing of the Deutsche
Bank/Essar transaction that took place in the fourth quarter of
2003.

"While we are disappointed with our performance, we clearly
incurred significant incremental administrative expense and
management distraction as a result of our deal activity during the
fourth quarter. However, the key endorsement of our Company by the
investment of Deutsche Bank and the Essar Group, respectively a
major global financial institution and one of India's premier and
largest companies, is certainly a positive event for our
organization," commented Herman Schwarz, the Company's President
and Chief Executive Officer. "These new investors, the Board and
management are working closely together to clearly differentiate
the Company's capabilities, increase profitability, deepen
business with Aegis' excellent customer base and identify new
business opportunities for increasing shareholder value. Our
Company is excited about the new ownership and the resulting
opportunities we believe it will bring," continued Schwarz.

At December 31, 2003, Aegis Communications Group, Inc.'s balance
sheet shows a total shareholders' deficit of $26,449,000 compared
to $45,550,000 the prior year

                           NET LOSS

The Company incurred a net loss applicable to common shareholders
of $1.8 million, or $0.03 per common share, for the quarter ended
December 31, 2003. During the prior year comparable quarter, the
Company incurred a net loss applicable to common shareholders of
approximately $5.3 million, or $0.10 per common share. For the
year ended December 31, 2003, the Company generated a net loss
applicable to common shareholders of $19.1 million, or $0.33 per
common share, as compared to $70.8 million or $1.35 per common
share for the year ended December 31, 2002. Excluding net income
from discontinued operations, a gain on sale of the related
assets, a gain on the early extinguishment of debt and the
cumulative effect of a change in accounting for goodwill, we
incurred a net loss from continuing operations of $17.1 million or
$0.30 per share for the period ended December 31, 2003, as
compared to a net loss of $27.0 million or $0.52 per share for the
period ended December 31, 2002.

Revenue Mix. Together, inbound CRM and non-voice & other revenues
represented 70.2% of the Company's revenues in the fourth quarter
of 2003 versus 79.9% in the fourth quarter of 2002. Outbound CRM
revenues accounted for 29.8% of total revenues for the three
months ended December 31, 2003, as compared to 20.1% in the
comparable prior year period. The increase in outbound CRM for the
fourth quarter of 2003 versus the fourth quarter of 2002 is due to
an increase in volume associated with an existing client program.

Cost of Services. For the quarter ended December 31, 2003, cost of
services decreased by approximately $1.4 million, or 6.0%, to
$22.1 million versus the quarter ended December 31, 2002. Cost of
services as a percentage of revenues for the quarter ended
December 31, 2003 increased to 73.3%, from 70.6% during the
comparable prior year period. The reduction in direct labor costs
in recognition of increased downward pressure on revenues, is
primarily responsible for the reduction in cost of services. The
increase in cost of services as a percentage of revenues is
primarily attributable to call center overhead costs, which,
because of their generally fixed nature, were reduced by a lesser
degree than the general decline in revenue. For the year ended
December 31, 2003, cost of services increased $6.2 million to
$99.7 million compared to 2002. As a percentage of sales, cost of
services rose slightly over the same period, from 68.8% to 71.2%.
The increase year over year is primarily due to data and sales
lead costs for an enhanced pay for performance project that began
in January 2003 and increased telecommunications costs associated
with the increase in revenues. Additionally, as a result of
expansion of work from existing clients, we also incurred
additional labor costs associated with training employees for the
increase in volumes.

Selling, General and Administrative. Selling, general and
administrative expenses increased 27.4% to $11.4 million in the
quarter ended December 31, 2003, versus $9.0 million the prior
year fourth quarter. As a percentage of revenue, selling, general
and administrative expenses for the quarter ended December 31,
2003, were 37.9% as compared to 26.9% for the prior year period.
For the year ended December 31, 2003, selling, general and
administrative expenses were $41.5 million, or 29.7% of revenues
versus $43.1 million, or 31.7% of revenues for the year ended
December 31, 2002. The increase in selling, general and
administrative expenses over the three months ended December 31,
2003, is primarily attributable to $2.1 million in one-time
expenses related to the terminated merger agreement with Allserve
and the subsequent closing of the Deutsche Bank/Essar transaction.
The decrease year over year is primarily due to a slight increase
in revenue over the same period as well as the result of the
Company's emphasis on controlling overhead costs.

Depreciation and Amortization. Depreciation and amortization
expenses, excluding acquisition goodwill amortization, decreased
$0.7 million, or 21.5% in the quarter ended December 31, 2003, as
compared to the quarter ended December 31, 2002. As a percentage
of revenue, depreciation and amortization expenses were 8.8% in
the quarter ended December 31, 2003, versus 10.2% in the quarter
ended December 31, 2002. For the years ended December 31, 2003 and
2002, respectively, depreciation and amortization expenses were
$11.5 million, or 8.2% of revenues and $13.0 million, or 9.6% of
revenues. The reduction in depreciation expense is due to the
effects of reduced capital spending coupled with more mature
assets becoming fully depreciated.

Gain on Early Extinguishment of Debt. The Company retired $15.4
million in subordinated debt with the proceeds of the November 5,
2003, transaction with Deutsche Bank and Essar. We paid $8.1
million in cash and recorded $6.2 million in gain on early
extinguishment of debt. The gain has been reduced by $1.1 million,
which, if not owed to AllServe for the breakup fee as a result of
the terminated agreement on November 5, 2003, will be distributed
to the subordinated debt holders, net of certain expenses, as part
of the Deutsche Bank/Essar agreement.

Income Tax Provision. The Company has not provided an income tax
benefit to the operating losses incurred during the quarter and
year ended December 31, 2003, as such benefit would exceed the
projected realizable deferred tax asset.

Discontinued Operations. As reported previously, on April 12,
2002, the Company completed the sale of assets of Elrick &
Lavidge, its marketing research division, to Taylor Nelson Sofres
Operations, Inc., a wholly-owned subsidiary of United Kingdom
based Taylor Nelson Sofres plc. The Company recognized a gain on
disposal of the segment of $8.3 million, which was reported in its
second quarter 2002 results. Pursuant to an agreement dated
October 7, 2003, the Company and Taylor Nelson Sofres Operations,
Inc. reached an agreement regarding certain purchase price
adjustments. In light of the above referenced agreement, the gain
on the disposal of this segment was reduced by $0.1 million during
the quarter ending September 30, 2003. Additionally, during the
quarter ended December 31, 2003, the Company reduced the gain by
$0.5 million as a result of additional reserves for an existing
lease agreement. Elrick & Lavidge's revenues, reported in
discontinued operations, for the year ended 2002 were $6.2
million.

Change in Accounting Principle. In connection with the adoption of
SFAS 142, the Company completed the transitional goodwill
impairment test during the quarter ended September 30, 2002. A
third party engaged by the Company performed the valuation. As a
result of the performance of the impairment test, the Company
concluded that goodwill was impaired, and accordingly, recognized
a goodwill impairment loss of $43.4 million. The non- cash
impairment charge was reported as a cumulative effect of an
accounting change retroactive to January 1, 2002, in accordance
with the provisions of SFAS 142. The goodwill impaired was related
to prior acquisitions for which the perceived incremental value at
the time of acquisition did not materialize. The Company did not
recognize any goodwill impairment in 2003.

Cash and Liquidity. Cash and cash equivalents (excluding
restricted cash) at December 31, 2003 and 2002, were $1.7 million
and $1.6 million respectively, while working capital totaled $5.7
million and $4.8 million. Outstanding bank borrowings under the
Company's revolving line of credit at December 31, 2002 were $5.9
million. On November 5, 2003, all amounts owed under the Company's
line of credit were paid in full using a portion of the proceeds
from the Deutsche Bank/Essar transaction. On January 26, 2004, we
entered into a new credit agreement with Wells Fargo Foothill that
will allow the company to borrow up to $25.0 million, with a
maturity date of January 26, 2007. The Company was not in
compliance with covenants under the new credit agreement for the
two-month period ended February 29, 2004. On March 30, 2004, the
Company entered into an amended agreement, waiving all defaults
and revising covenants. The maturity date of the amended agreement
has remained unchanged.

Deutsche Bank/Essar Transaction. On November 5, 2003, the Company
completed a transaction whereby Deutsche Bank AG - London and
Essar Global Limited, part of the Essar Group, a diversified
industrial group out of India, provided approximately equal
portions of a $28.231 million investment in the Company in return
for three-year secured promissory notes and warrants to purchase
up to 80 percent of the Company's common stock on a fully-diluted
basis. In accordance with the terms of its then-existing senior
and subordinated loans, as well as the terms of its agreement with
Deutsche Bank and Essar, the Company was required to repay or
otherwise retire its obligations to various lenders from the
proceeds of this transaction (and, to the extent the subordinated
debt was not paid off, the holders of the subordinated debt
discharged the debt and released the Company from any further
liability under their promissory notes). On January 28, 2004, $8.0
million of the first required installment was paid as a result of
entering into a new credit facility with Wells Fargo Foothill. On
that same date the promissory notes were amended. The principal
amount of the amended notes in the aggregate was $20.231 million,
with each note still payable in two installments. The first
installment of $4.344 million was due as the cash collateralized
letters of credit were replaced under the new credit facility and
the funds released to the Company. The Company made additional
payments totaling $2.0 million dollars in March 2004 on the first
installment. While the Company made payments of $10.0 million of
the required $12.344 million due in 2004, a portion of the amounts
coming due were not paid as prescribed thus resulting in a default
under the notes and new credit agreement. On March 30, 2004, the
Company executed amended agreements with revised covenants and
received waivers for all defaults in the notes. In addition, the
amended notes included an extension of the due date for the
balance of initial installment payments of $2.344 million to
January 3, 2005. Accordingly, these balances have been
reclassified to long-term debt as of December 31, 2003, thus
improving our working capital position. The principal amounts of
the amended Notes were increased to include capitalized interest
of $0.166 million through March 30, 2004. The aggregate amount of
the amended notes at March 30, 2004, is $18.398 million.

                        Aegis Profile

Aegis Communications Group, Inc. is a marketing services company
that enables clients to make customer contact efforts more
profitable. Aegis' services are provided to a blue chip,
multinational client portfolio through a network of client service
centers employing approximately 3,700 people and utilizing
approximately 4,600 production workstations. Further information
regarding Aegis can be found at http://www.aegiscomgroup.com/


AIR CANADA: Estimated Post-Filing Obligations Top C$1.5 Billion
---------------------------------------------------------------
At February 29, 2004, Ernst & Young Inc., the Court-appointed
Monitor, estimates that Air Canada's post-filing obligations
total CN$1,519,000,000, consisting of:

     CN$323,000,000    Trade credit

        177,200,000    Accrued and unpaid aircraft lease charges

        145,800,000    Undue and unremitted trust amounts

        388,100,000    Owing to the CIBC, Amex Bank of Canada and
                       GE Capital Corporation re post-filing
                       credit facilities

        485,300,000    Accrued and unpaid payroll and other
                       employee related charges
     --------------
   CN$1,519,000,000    Total

Air Canada's cash on hand as of February 29, 2004, was
CN$827,300,000.  Accordingly, Air Canada's Post-Filing
Obligations exceeded cash on hand by CN$692,100,000.

Deferred ticket revenues, representing advance ticket sales
collected, were CN$503,600,000 on February 29, 2004 or
CN$61,000,000 less than at April 1, 2003.  After performing a
detailed analysis of the February 29, 2004 deferred ticket
revenues, Air Canada estimates that CN$499,100,000 of the balance
relates to tickets sold subsequent to April 1, 2003 and this
amount is not included in the CN$692,100,000 Post-Filing
Deficiency amount.

According to Ernst & Young President Murray McDonald, the Post-
Filing Deficiency amount of CN$692,100,000 has increased from
October 31, 2003 at which time it was CN$417,700,000.  When
combined with the CN$503,600,000 post-filing advance tickets
sales, the overall deficiency is significant.  The Monitor notes
that in the event the airline's restructuring is not successful
and the Company is liquidated there will be limited assets
available from realization to fund post-filing obligations.

                           Air Canada
    Estimated Post-Filing Liabilities As At February 29, 2004
             (Excluding Ticket Related Obligations)

Trade Credit
   Fuel                                           (CN$7,300,000)
   Aircraft Maintenance                               8,900,000
   Airport Related Charges, Including Rent           49,700,000
   Estimated Travel Agent Commissions                31,300,000
   Jazz & Zip                                        30,800,000
   Other Estimated Trade Liabilities                209,600,000
                                               ----------------
Total Estimated Trade Credit                        323,000,000

Aircraft Leases                                     177,200,000
                                               ----------------

Unremitted Collections
   Jazz                                                       -
   GST                                                        -
   Estimated Foreign Taxes, Fuel Taxes
      and AIF not yet due                           102,700,000
   Airport Improvement Fees                          12,800,000
   Transportation Tax                                10,400,000
   Security Tax                                      14,700,000
   US Immigration Tax                                 5,200,000
                                               ----------------
Total Unremitted Collections                        145,800,000

Credit Facilities                                   388,100,000

Employee-Related Obligations                        485,300,000
                                               ----------------
Total Estimated Post-Filing Liabilities        CN$1,519,400,000
                                               ================

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
C$9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Trinity Will Not Seek Extension of Investment Pact
--------------------------------------------------------------
Trinity Time Investments Limited will not seek extension of its
Investment Agreement with Air Canada which expires on 30th April,
and that it has released Air Canada from its exclusivity
obligations under the Agreement with effect from April 2. Trinity
has also confirmed to General Electric Capital Corporation and
Deutsche Bank Securities Inc. that it will not seek to extend
agreements with them which would expire concurrently.

Harold Gordon, a director of Trinity, said:

     "We are of course disappointed in this outcome. We have
     decided that we will not seek extension of the Investment
     Agreement in the present circumstances in light of several
     factors.

     "Firstly, it has become apparent from the review conducted
     with our advisers and partners, Goldman Sachs, that despite
     industry leading management initiatives under Robert Milton
     and much good progress in the CCAA re-structuring, Air
     Canada's financial performance is somewhat weaker than had
     been expected under plans previously reviewed by us during
     the equity solicitation process. In particular, labor cost
     and productivity savings promised by Air Canada's unions
     under Air Canada's collective agreements are not being fully
     achieved, while at the same time yields and margins remain
     under pressure and fuel costs are at all time highs. Air
     Canada's earnings outlook is adverse to our expectations,
     reflecting among other things a more intense competitive
     environment generally and a higher level of domestic
     capacity and competition than expected.

     "More importantly, Trinity believes that in the current
     industry environment, Air Canada's organized labour
     structures impair its ability to succeed. We applaud the
     recent initiative of Air Canada's management and District 140
     of the IAMAW relative to pension structure. This represents a
     meaningful step away from the confrontational approach
     adopted by Air Canada's union leaders to date. Regretfully,
     this step is not reflective of the positions taken by union
     leaders representing more than two-thirds of Air Canada's
     employees. We have concluded from this that without a change
     in the manner in which Air Canada's employees are organized
     and their interests represented, Air Canada will not likely
     achieve a sufficient fresh start to prosper and grow in the
     competitive environment which it faces after emerging
     from CCAA protection. We deeply respect the commitment and
     professionalism of Air Canada's management and its employees.
     We sincerely hope they will be able to complete the re-
     structuring and do not rule out a continued participation
     if circumstances change sufficiently."

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


AIR CANADA: Pursuing Alternatives to Trinity Investment Agreement
-----------------------------------------------------------------
Air Canada said that while it regrets the decision by Trinity Time
Investments Limited to not seek extension of its Investment
Agreement beyond April 30, 2004, it remains focused on completing
its restructuring and emerging successfully from CCAA protection
as soon as possible. As a result of Trinity's announcement, Air
Canada is free to pursue alternative equity financing arrangements
and is doing so. In that regard, Air Canada has contacted General
Electric Capital Corporation and Deutsche Bank Securities, both of
whom have substantial financing commitments to the Corporation to
discuss alternatives resulting from Trinity's announcement.

"Our restructuring has become more challenging as a result of
record high fuel prices, increased domestic capacity by our low
cost competitors and the geopolitical issues faced by the airline
industry as a whole," said Robert Milton, President and Chief
Executive Officer. "However, our 2004 revenues are tracking in
line with what we projected in our business plan last October
during the equity solicitation process. We are seeing year over
year unit cost declines in the range of 14 per cent. Our cash
balances are healthy with over $900 million in cash on hand and
close to another $500 million of additional credit available. We
have made major progress on important aspects of our
restructuring, including a significant fleet, debt and lease
restructuring, major reductions in supplier arrangements and
changes to our fare structures and distribution channels.

"Trinity's announcement expressly states that investment in Air
Canada remains a possibility if circumstances change sufficiently
to meet the concerns identified by Trinity, especially relating to
arrangements with Air Canada's labour unions. We are well
positioned to carry on business effectively while considering the
concerns raised by Trinity as well as alternative equity
arrangements. We trust that our unions and other stakeholders will
recognize the urgency of resolving the remaining obstacles to our
exit from CCAA, particularly since the arrangements with GE and
Deutsche Bank also expire at the end of April, unless extended by
agreement.

"I want to reassure our customers and employees that it's business
as usual at Air Canada as it has been throughout our
restructuring, especially as we go into our strongest travel
period of the year, with very strong liquidity levels.

"The stakeholders in Air Canada's restructuring, including our
largest creditors have reconfirmed their support in ensuring the
airline's survival. The progress achieved in Air Canada's
restructuring to date clearly justifies our continued resolve to
overcome this latest challenge."

The Air Canada Ad Hoc Unsecured Creditors Committee has indicated
that it is disappointed with the adverse developments in the
Trinity equity initiative. At the same time, the UCC confirmed its
desire to continue to work with Air Canada management and the
Monitor to establish an appropriate new equity solicitation
process as a component of a successful restructuring and emergence
from CCAA, subject to the satisfactory resolution of the
fundamental issues that adversely affected the Trinity Time
initiative.

In addition, GE, the corporation's largest aircraft lessor and
exit financing lendor, has indicated that given the dynamic
competitive environment in the airline industry, its priority
remains the successful completion of the CCAA process as soon as
possible. GE has indicated that it is supportive of management's
efforts to find constructive solutions and is committed to working
with Air Canada and to maintain an open dialogue with all
stakeholders to find an urgent resolution.

"When we announced our restructuring one year ago, we predicted
that the task before us would be painful and the challenges
daunting. We have clearly reached the point where our unions and
the employees they represent need to voice loudly and clearly that
there is a will and a way to ensure our cost competitiveness and
convince Victor Li or any other investor that Air Canada's people
accept that the world has changed.

"The year has been particularly difficult for our employees and I
thank them for their hard work and dedication in taking care of
our customers whose continued support has been heartening.

"The remaining hurdles are surmountable and with goodwill and  
cooperation on the part of all parties, I remain convinced Air
Canada will emerge from CCAA protection a much stronger airline,"
concluded Mr. Milton.

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


AIR CANADA: FY 2003 Operating Loss Balloons to $684 Million
-----------------------------------------------------------
Air Canada reported an operating loss before reorganization and
restructuring items of $684 million for the year ended
December 31, 2003 compared to an operating loss before non-
recurring labor expenses of $192 million for the year ended
December 31, 2002.

On April 1, 2003, Air Canada obtained an order from the Ontario
Superior Court of Justice providing creditor protection under
CCAA. Air Canada also made a concurrent petition under Section 304
of the U.S. Bankruptcy Code.

As a result of restructuring under CCAA, the Corporation has and
will continue to record a number of significant reorganization and
restructuring items directly associated with the restructuring.
These "reorganization and restructuring items" represent revenues,
expenses, gains and losses, and provisions for losses that can be
directly associated with the reorganization and restructuring of
the business under CCAA, and do not relate to the normal operating
expenses of the airline. For the year 2003, these mainly non-cash
reorganization and restructuring items amounted to $1,050 million.

Including these reorganization and restructuring items, the net
loss was $1,867 million compared to a net loss of $828 million in
2002. In 2002, an income tax valuation allowance was recorded to
reduce the value of the Mainline carrier's future income tax asset
by its full carrying value of $400 million. This allowance had no
impact on Air Canada's cash position or operating results.

As at December 31, 2003, the Corporation's cash and cash
equivalents amounted to $670 million. At December 31, 2003,
CDN$840 million was available from the US$700 million debtor-in-
possession financing facility from GE Canada Finance Holding
Company. In January 2004, CDN$300 million of funds were drawn from
this facility.

As at April 1, 2004, the Corporation's combined cash balance,
measured on the basis of cash in its Canadian and United States
bank accounts, amounted to an estimated $910 million remaining
before taking into account the amounts available under the DIP
facility.

"Our restructuring has become more challenging as a result of
record high fuel prices, increased domestic capacity by our low
cost competitors and the geopolitical issues faced by the airline
industry as a whole", said Robert Milton, President and Chief
Executive Officer. "However, our 2004 revenues are tracking in
line with what we projected in our business plan last October.
Furthermore, we are seeing year over year unit cost declines in
the range of 14%. Our cash balances are healthy. We have made
major progress on most key aspects of our restructuring, including
a significant fleet, debt and lease restructuring, major
reductions in supplier arrangements and changes to our fare
structures and distribution channels. We are well positioned to
carry on business effectively while seeking alternative equity
arrangements in light of [Frid]day's announcement by Trinity Time
Investment Limited that it is not seeking extension of its
Investment Agreement beyond April 30, 2004. We trust that our
unions and other stakeholders will recognize the urgency of
resolving the remaining obstacles to our exit from CCAA,
particularly since the arrangements with GECAS and Deutsche Bank
also expire at the end of April, unless extended by agreement.

"The past year has been particularly difficult for Air  Canada's
employees. I thank them for their hard work and dedication in
taking care of our customers whose continued support has been
heartening. It remains business as usual for our customers as it
has throughout our restructuring," concluded Mr. Milton.

Air Canada's 2003 Management's Discussion & Analysis and Audited
Consolidated Financial Statements & Notes will be available on Air
Canada's Web site http://www.aircanada.com/and will also be  
available at http://SEDAR.com/

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.


AK STEEL: Will Increase Carbon Steel Price by $150/Ton on May 1
---------------------------------------------------------------
AK Steel (NYSE: AKS) said that it will increase transactional
prices for carbon steel products by $150 per ton beginning on May
1, 2004.  The increase applies primarily to steel sold in the spot
market.  AK Steel also said that the applicable carbon steel
surcharge for April will be $97 per ton.

AK Steel implemented a surcharge program for its carbon steels
beginning with January 2004 shipments to partially offset
extraordinary increases in raw material costs, particularly costs
of energy and steel scrap.  The amount of the surcharge is
adjusted monthly based upon changes in raw material costs.

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


AK STEEL: Inks 3-Year Labor Accord with UAW for Coshocton Works
---------------------------------------------------------------
AK Steel Corporation (NYSE: AKS) said that members of the United
Autoworkers of America (UAW) have voted to accept a progressive
three-year labor agreement covering 460 hourly employees at the
company's Coshocton (OH) Works.  

AK Steel said the contract is patterned after recently negotiated
labor agreements in the steel industry, providing for seven
flexible job classifications, a defined contribution pension plan
and cost-sharing provisions for active and retiree health care
benefits.

"We are pleased that the leadership and members of the UAW have
recognized AK Steel's need for progressive and competitive labor
agreements in order to return to profitability," said James L.
Wainscott, president and CEO of AK Steel.  "The new Coshocton  
agreement is the first step in bringing AK Steel's employment
costs to a level in balance with our domestic competitors."

The new agreement, ratified Thursday, is in effect until April 1,
2007. The agreement provides for lump sum payments in lieu of base
wage increases, establishes phased in wage rates for newly hired
employees and implements recently established steel industry
vacation and holiday schedules.  The agreement is the first labor
contract between AK Steel and the UAW since Coshocton Works hourly
employees voted to be represented by the UAW in September 2002.
The UAW also represents a total of about 1,700 employees at AK
Steel's Butler (PA) and Rockport (IN) Works.  The Coshocton Works
finishes specialty flat-rolled stainless steels for automotive,
appliance and other markets.

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


ALLIED WASTE: Completes Amendment to Senior Credit Facility
-----------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) announced that its
wholly-owned subsidiary, Allied Waste North America, Inc. (AWNA),
has successfully completed the amendment to its Senior Credit
Facility, which will result in increased flexibility in funding
the $1 billion cash tender offer of its 10% senior subordinated
notes due 2009 announced on March 22, 2004.

These transactions will enable Allied to take advantage of
favorable market conditions and interest rates, a step that would
reduce Allied's overall interest cost and extend maturities.
    
The amendment to its Senior Credit Facility allows AWNA, among
other things, the ability to issue up to $1.1 billion of
indebtedness, of which up to $500 million may consist of senior
secured debt and the remainder of which shall be senior unsecured
debt, and apply the proceeds of such issuance to the repayment of
the Notes.

Additionally, the amendment allows AWNA to use its revolving line
of credit and/or cash flows from operations to redeem the
remaining $50 million of AWNA's 7 7/8% senior secured notes, due
2009, at the redemption price of 103.9375.  AWNA expects to
deliver the notice of redemption for such notes today and complete
the redemption after the required thirty-day notice period.

Allied also announced the funding of a new $150 million Term Loan
D due 2010 under AWNA's Senior Credit Facility, priced at LIBOR
plus 250 bps, 25 bps lower than its other outstanding term loans.  
The proceeds will be used to partially fund the tender of the
Notes.

Allied Waste Industries, Inc., a leading waste services company,
provides collection, recycling and disposal services to
residential, commercial and industrial customers in the United
States. As of December 31, 2003, the Company served customers
through a network of 313 collection companies, 165 transfer
stations, 166 active landfills and 57 recycling facilities in
37 states.

                         *   *   *
    
As reported in the Troubled Company reporter's March 2, 2004
edition, Fitch Ratings affirmed Allied Waste North America's
(NYSE: AW) senior secured credit facility at 'BB', senior secured
notes at 'BB-', senior unsecured subordinated notes at 'B', and
mandatory convertible preferred stock at 'B-'. The Rating Outlook
is Stable.

AW has improved its capital structure during 2003 through healthy
cash flow generation, divestitures, conversion of preferred stock
to common stock, and equity issuance. AW divested over $300
million in 2003, and cash proceeds boosted cash flow that was
available to reduce debt. In addition, net proceeds from equity
issuance (gross proceeds were $445 million) were used to bring
down debt. Including repayment of $225 million and $94 million
made in January 2004, total debt fell more than $950 million over
the past year, despite slight declines in revenues and margins
amid a difficult operating environment.


AMERICAN AIRLINES: Reports Better Than Expected March Traffic
-------------------------------------------------------------
American Airlines, the world's largest carrier, reported better
than expected monthly  traffic, setting the highest March load
factor on record at 75.1 percent -- an increase of 3.6 points
compared to last year.  Traffic was particularly robust during
the second half of the month.  For the full month, traffic
increased 10.9 percent year over year, while capacity increased
only 5.6 percent.  March traffic results exceeded the company's
forecast for 6.1 percent growth year over year.

International traffic recorded the strongest gains relative to
last year with a March load factor improvement of 4.6 points to
74.8 percent.  The higher load factor was achieved despite a 13.4
percent increase in capacity year over year.  Traffic increases
also outstripped capacity additions in domestic markets with a
load factor improvement of 3.1 points compared to last year, on a
2.6 percent capacity increase.

American boarded 7.9 million passengers in March.
    
                  About American Airlines

American Airlines is the world's largest carrier.  American,
American Eagle and the AmericanConnection(R) regional carriers
serve more than 250 cities in over 40 countries with more than
3,900 daily flights.  The combined network fleet numbers more than
1,000 aircraft.  American's award-winning Web site, AA.com,
provides users with easy access to check and book fares, plus
personalized news, information and travel offers.  American
Airlines is a founding member of the oneworld(TM) Alliance.

                        *   *   *

As reported in the Troubled Company Reporter's February 13, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC'
rating to AMR Corp.'s $300 million senior convertible notes due
2024 (guaranteed by subsidiary American Airlines Inc.; both rated
B-/Stable/--), a Rule 415 shelf drawdown. The rating is two
notches  below the corporate credit rating of AMR, because the
large amount  of secured debt and leases relative to AMR's owned
and leased asset base places senior unsecured creditors in an
essentially subordinated position.

"The convertible note offering bolsters AMR's liquidity in advance
of heavy upcoming debt maturities and pension obligations," said
Standard & Poor's credit analyst Philip Baggaley. "The company
continues to make progress on narrowing losses, reflecting mostly
substantial labor cost concessions agreed in April 2003, and on
gradually restoring a weak financial profile," the credit analyst
continued.

The 'B-' corporate credit ratings on AMR Corp. and American
Airlines Inc. reflect a weak financial profile following several
years of huge losses, heavy upcoming debt and pension obligations,
and participation in the competitive, cyclical, and capital-
intensive airline industry. An improved cost structure following
substantial labor concessions and adequate near-term liquidity are
positives.

AMR's improving operating results and liquidity should enable it
to maintain credit quality consistent with its rating, despite
heavy financial obligations.  AMR Corp.'s December 31, 2003,
consolidated balance sheet shows more than $29 billion in
liabilities and shareholder equity has dwindled to $46 million.  


AMSCAN: Launches Tender Offer for 9.875% Senior Subordinated Notes
------------------------------------------------------------------
Amscan Holdings, Inc. commenced a cash tender offer and consent
solicitation for any and all of its outstanding $110,000,000
aggregate principal amount of 9.875% Senior Subordinated Notes due
2007. In conjunction with the tender offer, consents are being
solicited to effect certain amendments to the indenture governing
the Senior Subordinated Notes.

The offer to purchase will expire at 12:00 Midnight, New York City
time, on April 29, 2004, unless extended or terminated. The
solicitation of consents will expire at 5:00 p.m., New York City
time, on April 15, 2004, unless extended or terminated. Holders
tendering their Senior Subordinated Notes will be required to
consent to certain proposed amendments to the indenture governing
the Senior Subordinated Notes, which will eliminate substantially
all of the affirmative and restrictive covenants, certain
repurchase rights and certain events of default and related
provisions contained in the indenture.

If the offer to purchase is consummated, tendering holders who
validly tender and deliver consents by the offer expiration date
will, upon the terms and subject to the conditions set forth in
the Offer to Purchase and Consent Solicitation Statement, receive
the offer consideration of $1,032.92 per $1,000 of principal
amount of the Senior Subordinated Notes tendered, plus all accrued
and unpaid interest to, but not including, the date of payment for
such Senior Subordinated Notes accepted for purchase, which would
be promptly following the offer expiration date.

Amscan will also, upon the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Solicitation Statement,
make a consent payment of $2.50 per $1,000 principal amount of
Senior Subordinated Notes to all holders of Senior Subordinated
Notes for which consents have been validly delivered and not
revoked on or prior to the consent expiration date (which will be
April 15, 2004, unless extended or terminated) for a total
consideration of $1,035.42, plus all accrued and unpaid interest
to, but not including, the date of payment for such Senior
Subordinated Notes accepted for purchase. Holders who validly
tender their Senior Subordinated Notes after the consent
expiration date will receive only the offer consideration but not
the consent payment.

Amscan intends to finance the tender offer and consent
solicitation with a portion of the debt and equity financing
arranged in connection with its merger with a subsidiary of AAH
Holdings Corporation, a company affiliated with Berkshire Partners
LLC and Weston Presidio. The completion of this merger is one of
the conditions to Amscan's obligations to accept Senior
Subordinated Notes for payment pursuant to the tender offer and
consent solicitation. The terms and conditions of the tender offer
and consent solicitation, including Amscan's obligation to accept
the Senior Subordinated Notes tendered and pay the purchase price
and consent payments, are set forth in Amscan's Offer to Purchase
and Consent Solicitation Statement, dated April 2, 2004. Amscan
may amend, extend or, subject to certain conditions, terminate the
tender offer and consent solicitations at any time.

Amscan has engaged Goldman, Sachs & Co. to act as the exclusive
Dealer Manager and Solicitation Agent in connection with the
tender offer and consent solicitation.

Questions regarding the tender offer and consent solicitation may
be directed to Goldman, Sachs & Co., Credit Liability Management
Group, at (877) 686-5059 (toll free). Requests for documentation
may be directed to Bondholder Communications Group, the
information agent for the tender offer and consent solicitation,
at (888) 385-2663 (toll free).

Elmsford, New York-based Amscan designs, manufactures and
distributes decorative party goods, including paper and plastic
tableware, accessories and novelties. Amscan also designs and
distributes home, baby, wedding and other gift items.

                        *   *   *

As reported in the Troubled Company Reporter's March 31, 2004
edition, Standard & Poor's Ratings Services placed its ratings on
party goods manufacturer Amscan Holdings Inc. on CreditWatch with
negative implications following the company's announcement that it
had agreed to be acquired by Berkshire Partners LLC and Weston
Presidio. On CreditWatch are Amscan's 'BB-' corporate credit and
senior secured bank loan ratings and its 'B'subordinated debt
rating. CreditWatch with negative implications means that the
ratings could be affirmed or lowered following the completion of
Standard & Poor's review.

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


ARBOR INC: Inks Stock Exchange Agreement with China Laizhou
-----------------------------------------------------------
On February 5, 2004, Arbor, Inc., a corporation organized under
the laws of the State of  Nevada, a certain principal Arbor
shareholder, China Laizhou Bay Mining International Corporation, a
corporation organized under the laws of the British Virgin
Islands, and each  of the shareholders of Laizhou, entered into a
Stock Exchange Agreement and Plan of Reorganization.
     
Pursuant to the Agreement, Arbor received from the Laizhou
Shareholders all of the issued  and outstanding common stock of
Laizhou in exchange for Eight Million Five Hundred Thousand
(8,500,000) shares of restricted (as defined in Rule 144 of the
Securities Act of 1933, as amended) common stock of Arbor.  Five
Million (5,000,000) of the Arbor Shares were issued by Arbor to
the Laizhou Shareholders.  The remaining Three Million Five
Hundred Thousand  (3,500,000) Arbor Shares were transferred by the
Principal Arbor Shareholder to the Laizhou  Shareholders.

The Arbor Shares were issued in reliance upon the "safe harbor"
provided by Regulation S  promulgated under the Securities Act of
1933, as amended for offers and sales of securities occurring
outside the United States.  The Agreement also provided that the
Arbor Shares may be offered and sold by the holder thereof only if
such offer and sale is made in compliance  with the terms of the
Agreement and Regulation S.

Arbor's Board of Directors considered various factors in approving
the Agreement, including: (i) Arbor's current lack of operations;
(ii) the available technical, financial and  managerial resources
possessed by Laizhou; (iii) prospects for the future; (iv) the
quality and experience of management services available and the
depth of Laizhou management; (v) Laizhou's potential for growth or
expansion in China; (vi) Laizhou's profit potential; and (vii)
anticipated increase in stockholder value as a result of the
Agreement.

Arbor's Board of Directors considered various factors, but
primarily that management has not been able to expand Arbor's
operations beyond owning part of an entity with a small real  
estate project in Brazil. In considering the Agreement with
Laizhou, Arbor's Board of  Directors considered Laizhou's
profitable operations and the market potential in China.  Given
those circumstances, Arbor's Board decided that the best course of
action for Arbor and  its stockholders was to enter into and
conclude the proposed Agreement with Laizhou, after  which Arbor's
management would resign.  In agreeing to the Agreement, Arbor's
Board hoped  that by relinquishing control to Laizhou's management
and adopting Laizhou's assets and operations, such a move would
eventually add value to Arbor and the interests of its
stockholders. Arbor's Board of Directors did not request a
fairness opinion in connection with the Agreement.

According to Arbor, the Company and Laizhou did not have any
preexisting relationship prior to the Agreement.  Prior to the
Agreement, none of Arbor's stockholders held shares of Laizhou nor
did any of the stockholders of Laizhou hold shares of Arbor.

Pursuant to the Agreement, Mr. Costas Takkas resigned as the
President and Chief Executive  Officer of Arbor and Mr. Stephen
Spoonamore resigned as the Secretary for Arbor.  The Board of
Directors of Arbor appointed Mr. Dong Chen as President and Ms.
Juan Chen as Chief Financial Officer and Secretary.  Following the
Closing Date of the Agreement and subject to compliance with Rule
14f-1 of the Securities Exchange Act of 1934, as amended, the
Board of Directors shall be expanded to add three additional
members, to bring the total of directors to five.

At Sept. 30, 2004. Arbor, Inc.'s total stockholders' equity
deficit tops $172,437.


ARCHIBALD CANDY: Sells Fannie May/Fanny Farmer to Alpine for $39M
-----------------------------------------------------------------  
Archibald Candy Corporation has agreed to sell selected assets of
its Fannie May/Fanny Farmer businesses to Alpine Confections, Inc.
for a cash sale price of approximately $38.9 million.

The agreement is the culmination of a Section 363 bankruptcy sale
process that concluded with an auction on Thursday, April 1. The
transaction, approved by the presiding bankruptcy judge, Pamela S.
Hollis, is expected to close within several weeks.

Under the agreement, Alpine has agreed to purchase selected
assets, including the Fannie May and Fanny Farmer brands,
intellectual property and 31 company-owned retail stores.

Jim Ross, Archibald's Chief Restructuring Officer, said, "We are
very pleased with the outcome of the bankruptcy auction, both in
terms of the number of bidders and the high degree of interest
shown in the Fannie May and Fannie Farmer assets. Our financial
advisor, Mike Levy and his team from Paragon Capital Partners,
LLC, did an outstanding job in soliciting competing bids and
orchestrating a spirited auction. We continue to work hard to
generate the maximum amount of proceeds from the sale of
Archibald's assets, in order to get the best possible outcome for
our creditors."

Alpine Confections is a leading candy producer with four state-of-
the-art production facilities in the U.S. and Canada. Founded in
Alpine, Utah, the company produces and licenses well-known brands
of fine candies, including Maxfield's, Mrs. Fields, Harry London,
Hallmark Chocolatier, Dolce d'Or and Botticelli.

In connection with its preliminary bid in January, Alpine
Confections received an interim license to manufacture Fannie May
candy, and it has been distributing Fannie May product since mid-
February through third-party retailers such as supermarkets and
drug store chains and on the Fannie May web site.


ARMSTRONG HLDGS: Directors Van Campbell & John Krol Leave Board
---------------------------------------------------------------
Armstrong Holdings, Inc. (OTC Bulletin Board: ACKHQ) announced
that Van C. Campbell and John A. Krol retired from its Board of
Directors.  Mr. Campbell served on Armstrong's board since 1991,
and Mr. Krol since 1998.

"Van and Jack have made tremendous contributions to Armstrong over
the years of their service," said Chairman and CEO Michael D.
Lockhart.  "We wish them the best upon their retirement from the
Armstrong Board."

Armstrong Holdings, Inc. is the parent company of Armstrong World
Industries, Inc., a global leader in the design and manufacture of
floors, ceilings and cabinets.  In 2003, Armstrong's net sales
totaled more than $3 billion.  Based in Lancaster, PA, Armstrong
operates 44 plants in 12 countries and has approximately 15,200
employees worldwide.  More information about Armstrong is
available on the Internet at http://www.armstrong.com/


BLUE DOLPHIN: Auditors Express Going Concern Uncertainty
--------------------------------------------------------
Blue Dolphin Energy Company (Nasdaq: BDCO) announced that the
audit report on its financial statements for the year ended
December 31, 2003, filed on March 30, 2004 with the Securities and
Exchange Commission in the Company's Annual Report on Form 10-KSB,
was modified for a going concern uncertainty by its independent
auditors. This announcement is made in compliance with the new
Nasdaq Rule 4350 (b), which requires separate disclosure of
receipt of an audit opinion that contains a going concern
modification. This does not reflect any change or amendment to the
financial statements filed on March 30, 2004. There was no change
to the auditor's opinion from prior years' audits.

The Company's plans for 2004 to address the going concern issue
and associated risks are described further in the Management's
Discussion and Analysis section of the Form 10-KSB, in Note 2 to
the 2003 financial statements and elsewhere in the Form 10-KSB.

Blue Dolphin Energy Company is engaged in the gathering and
transportation of natural gas and condensate, and the acquisition
and development of oil and gas properties. Questions should be
directed to Haavard Strommen, Manager of Finance, at the Company's
offices in Houston, Texas, 713-227-7660. For further information
see our Home Page at http://www.blue-dolphin.com/  


BROWN JORDAN: S&P Places Junk Credit & Debt Ratings on Watch Pos.
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CC' corporate
credit and 'C' subordinated debt ratings for furniture
manufacturer Brown Jordan International Inc. on CreditWatch with
positive implications. At the same time, Standard & Poor's
withdrew its 'CC' senior secured debt rating on the company.

Total debt outstanding as of Sept. 26, 2003, was $255.4 million.

"The CreditWatch listing reflects Brown Jordan's recent
announcement that it had refinanced its bank debt with a $90
million, asset-based revolving credit facility and a $135 million
second-lien term loan," said Standard & Poor's credit analyst
Martin S. Kounitz. "Proceeds of the refinancing were used to fully
repay its existing bank debt. The transaction has improved the
company's liquidity position. Brown Jordan also announced that it
had recently made its Feb. 15, 2004, interest payment on its
12.75% senior subordinated notes maturing 2007."

Standard & Poor's will resolve the CreditWatch listing after it
meets with the Pompano Beach, Fla.-based company's management and
reviews its operating and financial strategies, as well as details
of the new secured credit facilities. Any upgrade, however, would
be limited by Brown Jordan's well-below-average business risk
profile and high debt leverage.

Brown Jordan is a designer, manufacturer, and distributor of
casual indoor and outdoor furniture, chairs, and ready-to-assemble
products for residential and commercial use.


CASINO WINDSOR: Closes For Now Pending Labor Dispute Resolution
---------------------------------------------------------------
Casino Windsor temporarily closed its doors to the public at 6
p.m. on Friday, April 2, 2004 due to a labor dispute.

Casino Windsor's unionized workers have chosen to strike at 12:01
am on Saturday, April 3. As a result, Casino Windsor closed for
business until an agreement can be reached and subsequently
ratified. Casino Windsor employs 3,000 unionized workers
represented by the Canadian Auto Workers, Local 444.

Kevin Laforet, Casino Windsor's President and CEO said, "Despite
our best efforts to reach a fair and workable agreement, we
unfortunately find ourselves in this position of having to
temporarily close the facility. We sincerely apologize to our many
loyal customers for the inconvenience this labor dispute and
closure may cause."

News of Casino Windsor's reopening will be made available with
updates on its website http://www.casinowindsor.com,and through  
additional news releases and advertising.


CENTERPOINT ENERGY: Hosting 1st Quarter 2004 Webcast on April 22
----------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) will host a live webcast of
its conference call to present its first quarter 2004 results on
Thursday, April 22, 2004 at 10:30 a.m. Central time / 11:30 a.m.
Eastern time.

     What:     CenterPoint Energy First Quarter 2004 Earnings
               Conference Call Webcast

     When:     Thursday, April 22, 2004 at 10:30 a.m. Central time
               / 11:30 a.m. Eastern time

     Where:    http://www.CenterPointEnergy.com/investors/events/
               Click the link, "CenterPoint Energy, Inc. First
               Quarter 2004 Earnings Conference Call"

     How:      Live over the Internet -- Simply log on to the web
               at the address above.

     Contact:  Marianne Paulsen  (713) 207-6500

The webcast will be archived at http://www.centerpointenergy.com/

CenterPoint Energy, Inc. (Fitch, BB+ Preferred Securities and
Zero-Premium Exchange Notes' Ratings, Negative), headquartered in
Houston, Texas, is a domestic energy delivery company that
includes electric transmission and distribution, natural gas
distribution and sales, interstate pipeline and gathering
operations, and more than 14,000 megawatts of power generation in
Texas, of which nearly 3,000 megawatts are currently in mothball
status.  The company serves nearly five million customers
primarily in Arkansas, Louisiana, Minnesota, Mississippi,
Oklahoma, and Texas.  Assets total $21 billion.  With more than
11,000 employees, CenterPoint Energy and its predecessor companies
have been in business for more than 130 years.  Visit
http://www.CenterPointEnergy.com/for more information.


CHARTER COMMS: S&P Rates Bank Loan & Second-Lien Notes at Low-Bs
----------------------------------------------------------------
Standard & Poor's assigned its 'B' bank loan rating and a recovery
rating of '1' to the amended and restated $6.5 billion senior
secured credit facilities of Charter Communications Operating LLC.
At the same time, a 'B-' rating and a recovery rating of '1' were
assigned to the proposed $1.5 billion senior second-lien notes due
2014, being offered under Rule 144A with registration rights by
Charter Communications Operating LLC and Charter Communications
Operating Capital Corp. The recovery rating of '1' denotes a high
expectation of full recovery of principal in the event of a
default or bankruptcy.

The issuers are indirect subsidiaries of cable TV system operator
Charter Communications Inc. (Charter; CCC+/Developing/--) and are
analyzed on a consolidated basis with that entity. The new ratings
have been assigned based on a preliminary term sheet and a draft
offering memorandum, and could be subject to change based on a
review of final document terms. Notching of the proposed bank
facility and notes are dependent on the issue amounts remaining at
or below the proposed levels.

Proceeds from the notes, together with about $5.1 billion in
borrowings under the amended credit facilities, will be used to
repay the roughly $2.4 billion aggregate outstanding amount under
the senior secured credit facilities of Charter subsidiaries CC VI
Operating Co. LLC, Falcon Cable Communications LLC, and CC VIII
Operating LLC. The ratings on the CC VI and CC VIII facilities
will be withdrawn if the proposed financing is completed. The
Falcon facility is unrated.

The existing ratings on Charter and all related entities were
affirmed. The outlook is developing. "If Charter successfully
completes the proposed transactions, the outlook would be revised
to positive based on improvement in the financial profile from a
more than $6 billion reduction in debt maturities through 2008
that will result from the refinancing," said Standard & Poor's
credit analyst Eric Geil. "If the company does not complete the
proposed offerings, the outlook will be revised to negative
because of rising pressure from upcoming bank debt amortization
and tightening covenants."
    
The ratings on Charter continue to reflect high financial risk
from elevated leverage due to acquisition- and capital spending-
related debt, and uncertain intermediate-term likelihood of
meaningful free cash flow generation. The company also faces
considerable operating challenges from weak video subscriber
trends and its limited ability to raise prices because of intense
satellite TV competition. These factors are partly mitigated by a
good business risk profile from Charter's position as the
dominant provider of pay TV services in its markets, respectable
EBITDA margins, strong growth in high-speed data services,
opportunities for increased cash flow from other advanced digital
services, scale benefits from a large subscriber base totaling
roughly 6.2 million, and healthy system asset values.


CINEMARK: Reports Early Settlement of Sr. Debt Cash Tender Offer
----------------------------------------------------------------
Cinemark USA, Inc.'s consummation of its previously announced
recapitalization and that it has accepted for purchase and payment
(Early Settlement), all of the approximately $94.1 million of the
$105 million outstanding principal amount of the 8 1/2% Series B
Senior Subordinated Notes due 2008 that were validly tendered
prior to 5:00 p.m., New York time, on March 25, 2004, and not
validly withdrawn pursuant to its previously announced tender
offer and consent solicitation. Payment for the Notes pursuant to
the Early Settlement has been made Friday, April 2. Holders of
Notes who tendered their Notes on or prior to the Consent Date
will receive the total consideration equal to 104.5% of the
principal amount of the Notes validly tendered plus accrued and
unpaid interest up through, but not including, the Early
Settlement Date.

The previously announced supplemental indenture, which became
operative as of the date of the Early Settlement Date, which
eliminates substantially all of the restrictive covenants, certain
repurchase rights and certain events of default and related
provisions contained in the indenture.

The tender offer is scheduled to expire at 5:00 p.m., New York
time, on April 13, 2004, unless extended. Holders of Notes who
tender their Notes after the Consent Date but on or prior to the
Expiration Date, will receive, promptly after acceptance by the
Company, 101.5% of the principal amount of the Notes validly
tendered plus accrued and unpaid interest up to, but not
including, the Expiration Date.

Lehman Brothers Inc. and Goldman, Sachs & Co. are the Dealer
Managers and Solicitation Agents for the tender offer and consent
solicitation. Questions regarding the tender offer should be
directed to Lehman Brothers Inc. at 212-528-7581 or 800-438-3242
(Attention: The Liability Management Group at Lehman). Requests
for assistance or additional sets of the offer materials may be
directed to D.F. King & Co., Inc., the Information Agent and
Tender Agent for the tender offer and solicitation, at 888-567-
1626.

                        *   *   *

As reported in the Troubled Company Reporter's March 29, 2004
edition, Standard & Poor's Ratings Services assigned a 'BB-'
rating and a recovery rating of '1' to Cinemark USA Inc.'s
proposed $370 million senior secured bank facility, indicating
high expectations for a full recovery of principal in a default
scenario.

In addition, Standard & Poor's affirmed its 'B+' corporate credit
rating on Cinemark USA. At the same time, Standard & Poor's
assigned a 'B+' corporate credit rating to parent holding company,
Cinemark Inc. Both companies are analyzed on a consolidated basis.
Standard & Poor's also assigned a 'B-' rating to the proposed Rule
144A $360 million senior discount notes due 2014 to be issued by
Cinemark Inc. The outlook is negative.


COMM 2000-FL3: Fitch Downgrades & Places Ratings on Watch Negative
------------------------------------------------------------------
Fitch Ratings downgrades the following classes of COMM 2000-FL3:

        --$3.7 million class K-SR to 'B' from 'BBB';
        --$1.9 million class L-SR to 'B-' from 'BBB-'.

Fitch downgrades and places on Rating Watch Negative the following
class:

        --$28.8 million class D to 'BB-' from 'BB'.

Fitch places the following class on Rating Watch Negative:

        --$72.7 million class C 'A'.

Fitch affirms the following classes:

        --$9.6 million class K-QA 'BB+';
        --$3.4 million class L-QA 'BB'.

Fitch does not rate the $2.3 million class K-WC. The downgrades on
class K-SR and L-SR are due to Fitch's continuing concerns with
the low occupancy and weak market conditions associated with
Sunnyvale Research. The downgrade and Rating Watch Negative
placement are due to the deteriorating performance and refinance
risk of the Whitehall Conference Center and Sunnyvale Research
loans.

Ten Hanover Square, the largest loan in the transaction, with a
balance of $126.5 million, paid off earlier this month. Although
the repayment of the loan significantly increased the credit
support level of class C, Fitch remains concerned with all three
remaining loans.

Whitehall Conference Center (29.6% of the pool) is a hotel and
conference facility located in Northern Virginia. Occupancy
continues to remain low, at approximately 31% as of Dec. 31, 2003.
Whitehall Conference Center, now known as the National Conference
Center, directly competes with a nearby conference center that
features two golf courses and other upscale amenities.

Sunnyvale Research (14.2%, $111 loan per square foot [psf]) is
secured by a four-building office complex located in Sunnyvale,
California, containing approximately 215,481 sf. Occupancy
decreased to approximately 53% as of Dec. 31, 2003, from 100% at
issuance. The vacancy rate in the San Jose office market was
approximately 21% as of December 2003. Occupancy has remained low
since Mitsubishi vacated its space upon lease expiration in July
2003. The borrower reports that it could take over a year to lease
up the space.

The Queens Atrium (32%) is a mixed-use property, totaling 1
million sf, and is located in the Long Island City section of
Queens, New York. Occupancy has decreased to 67% as of Dec. 31,
2003, from 97% at issuance. According to the servicer, the
borrower has signed a fifteen-year lease with the NYC School
Construction Authority for 103,382 sf at a rate of $18 psf. In
addition, there have reportedly been negotiations with another
prospective tenant for two additional floors.

The classes will remain on Rating Watch pending receipt of leasing
and/or financial information on all loans. The transaction has a
rake structure. The Queens Atrium and Whitehall Conference Center
loans have C notes outside the trust. As of the March 2004
distribution date, the Trust Mortgage Asset's total principal
balance has been reduced by 92% to $169 million from $1.2 billion
at origination, primarily due to the paydown of seven loans.

Fitch will continue to monitor this transaction, as surveillance
is ongoing.


COMMSCOPE INC: Redeeming 4% Convertible Sub. Notes on April 26
--------------------------------------------------------------
CommScope, Inc. (NYSE: CTV) has recently issued a notice of
redemption for all of its outstanding 4% convertible subordinated
notes due 2006.  As of March 31, 2004, there was approximately
$69.6 million aggregate principal amount of these notes
outstanding.  The notes will be redeemed on April 26, 2004, at a
price of 101.7143% of the principal amount, plus accrued and
unpaid interest to, but excluding, the redemption date.
    
CommScope will use a portion of the proceeds of its recently
completed private placement of $250 million aggregate principal
amount of 1% convertible senior subordinated debentures due 2024
to redeem the 4% notes.  The Company also used proceeds from the
private placement to repurchase approximately $102.9 million
aggregate principal amount of the 4% notes in privately negotiated
transactions and to repay $25 million of outstanding revolving
credit loans under our senior secured credit facility.

            Withdrawal of Avaya Demand Registration
    
In addition, Avaya informed CommScope that it has sold
approximately 1.8 million shares of CommScope common stock in a
private transaction.  Avaya acquired these shares from CommScope
as part of the purchase price for the Connectivity Solutions
business, which closed January 31, 2004.  As a result of this
sale, Avaya withdrew its demand for registration of those shares.

                      About CommScope

CommScope (NYSE: CTV) (S&P, BB Corporate Credit & B+ Subordinated
Debt Ratings, Stable) is a world leader in the design and
manufacture of 'last mile' cable and connectivity solutions for
communication networks. We are the global leader in structured
cabling systems for business enterprise applications and the
world's largest manufacturer of coaxial cable for Hybrid Fiber
Coaxial (HFC) applications. Backed by strong research and
development, CommScope combines technical expertise and
proprietary technology with global manufacturing capability to
provide customers with high-performance wired or wireless cabling
solutions from the central office to the home.


COVANTA: Wants Court to Expunge Ex-Employees' Improper Claims
-------------------------------------------------------------
James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, relates that Paul Weaver and Patrick J. Sullivan,
former executives of the Covanta Energy Debtors, were parties to
prepetition employment agreements that provided benefits to highly
paid executives like them.  After their termination, the Former
Executives were offered the opportunity to participate in the
Court-approved severance plan, but instead they chose to pursue
their claims on the basis of the Employment Agreements that are
not being assumed.

The Former Executives filed these claims:

   Claimant                         Claim No.     Amount
   --------                         ---------     ------
   Paul Weaver                        2155       $486,280
   Paul Weaver                        2157        486,280
   Paul Weaver                        2158        486,280
   Paul Weaver                        2160        486,280
   Paul Weaver                        3821        563,080
   Paul Weaver                        3822        563,080
   Paul Weaver                        3823        563,080
   Paul Weaver                        3824        563,080
   Patrick J. Sullivan                2403      1,024,000

Courts have held that claims for termination payments for highly
paid executives under prepetition agreements are not afforded
administrative expense status under Section 503(b) of the
Bankruptcy Code.  Accordingly, the Debtors ask the Court to
disallow and expunge in full each of the Improper Administrative
Claims.

                        Sullivan Responds

Debtor Ogden Services Corporation employed Patrick Sullivan since
1975.  On November 1, 1996, Mr. Sullivan served as Ogden's Vice
President and entered into a prepetition employment agreement
with the Debtors.  Mr. Sullivan was terminated from his
employment on July 18, 2003.  Ogden and Mr. Sullivan had the
right to terminate the Employment Agreement upon 60 days' written
notice.  If Ogden terminated the Employment Agreement, it was
obligated to make a lump sum cash severance payment to Mr.
Sullivan in an amount equal to Mr. Sullivan's annual salary for
the year in which Mr. Sullivan was terminated, and annual bonus
for the year prior to the termination, divided by 12, multiplied
by 36.  As of July 18, 2003, Mr. Sullivan's severance payment due
amounted to $825,300.

In August 2002, Mr. Sullivan filed a proof of claim seeking the
$825,300 Severance Payment as well as amounts for unpaid profit
sharing and pension plan contributions for $146,000 and an unpaid
prepetition bonus for $68,000.  The Debtors objected to the
Sullivan Claim.

Mr. Sullivan asserts that the Severance Payment is entitled to
administrative status.  As to the remaining amounts, Mr. Sullivan
seeks a priority claim for $4,650 for his unpaid pension and
profit sharing contributions pursuant to Section 507(a)(4) of the
Bankruptcy Code.  Mr. Sullivan agrees that the remaining $141,350
constitutes a general unsecured claim.  The portion of the
Sullivan Claim pertaining to the prepetition bonus is withdrawn.

Bonnie L. Pollack, Esq., at Angel & Frankel, in New York,
contends that by terminating Mr. Sullivan without cause, the
Debtors are required to pay $825,300 in severance.  Although
Ogden established two Court-approved severance plans for its
employees during the administration of its case, Mr. Sullivan was
ineligible to participate in either plan.  

Mr. Pollack relates that In the Matter of Straus-Duparquet, Inc.,
386 F.2D F.2d 649(2d Cir. 1967), a severance payment under an
employment agreement for an employee who is terminated
postpetition constitutes an administrative expense claim.  Mr.
Pollack also maintains that Mr. Sullivan is entitled to payment
on a quantum meruit basis for the benefit that his postpetition
services conferred on the Debtors.  The Debtors employed Mr.
Sullivan for 28 years as a long-term, valued employee.  The
Debtors required Mr. Sullivan's services, kept extending his
termination of employment and Mr. Sullivan worked hard with the
knowledge that upon termination, he would get the severance
payment to which he was entitled under the Employment Agreement.  
Denying Mr. Sullivan the terms of his Employment Agreement,
especially since he was not made a party to any of the Court-
approved severance plans, would be patently inequitable.  Mr.
Pollack adds that administrative expense priority is available
either if the Debtors assume the Employment Agreement or if the
estate received benefit under the contract.  

Accordingly, Mr. Sullivan asks Judge Blackshear to:

   (a) overrule the Debtors' objection to his claim;

   (b) grant him an administrative expense claim for $825,300;
       and

   (c) require the Debtors to pay the Administrative Claim
       without delay.

         Debtors Insist Sullivan is Not Entitled to Claim

James L. Bromley, Esq., at Cleary, Gottlieb, Steen & Hamilton in
New York, argues that Mr. Sullivan's Claim is not entitled to
administrative priority.  Mr. Bromley points out that Mr.
Sullivan relies on Second Circuit decisions under the Bankruptcy
Act that are over 20 years old and do not apply to the facts of
Ogden's case, as well as non-binding decisions by other courts in
the Second Circuit that are factually and legally
distinguishable.  Mr. Sullivan has failed to carry his burden of
demonstrating that he has conferred an "actual and necessary"
benefit of $825,000 to Ogden's estate entitling him to such
amount as an administrative expense or in quantum meruit.  In the
final analysis, Mr. Bromley says, Mr. Sullivan is unable to point
to a single case that would permit the Court to require Ogden to
pay him a three-times salary plus bonus liquidated damages
payment as an administrative expense claim.  "Clearly, the law
and equities in this case demand that the Court deny Sullivan's
request," Mr. Bromley asserts.

Accordingly, the Debtors ask the Court to:

   (a) deny Mr. Sullivan's request;

   (b) determine that Mr. Sullivan's Claim constitutes
       non-priority unsecured prepetition claim except with
       respect to his $3,718 priority claim; and

   (c) deny Mr. Sullivan's Claim to the extent that it exceeds
       the limitation imposed by Section 502(b)(7).

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


CVF TECH: Stockholders' Deficit Widens to $3.7M at December 2003
----------------------------------------------------------------
CVF Technologies Corporation (Amex: CNV) a holding company with a
portfolio of environmentally friendly technology companies with
significant market potential, reported financial results for the
fiscal year 2003.

Sales for 2003 were $8,704,069 or an increase of 47% compared to
sales of $5,923,513 for 2002. This increase was principally due to
the sales increase at Biorem of 128%.

The company reported an 18% reduction in its net loss from
continuing operations (excluding expense related to stock options)
to $1,790,916 ($0.20 per share) for the fiscal year 2003 compared
to a net loss from continuing operations of $2,184,115 ($0.24 per
share loss) in the fiscal year 2002.

CVF's gross margins increased to 41.1% in 2003 from 34.9% in 2002
as a result of increased margins at SRE Controls.

Biorem Technologies had record sales once again in 2003 of
$6,189,488 and net profitability totaling $1,333,037. Currently
Biorem has signed purchase orders and letters of intent for orders
totaling approximately $9,000,000.

Gemprint(TM) had record sales in 2003 which were up 16% and
continued to operate on its own cash flow as it did in 2002.

As previously indicated, over the past year and a half CVF
management has adopted very aggressive cost and expenditure
controls and monitoring policy both at its headquarters as well as
its portfolio companies. These efforts continue to yield reduction
in expenses as is evidenced by the continued decline in CVF's net
operating loss from continuing operations.

CVF's current financial statements are prepared on a going concern
basis as they have been over the last three years, in particular
as they relate to the Company's ability to continue to maintain
the value of those holdings that are still not profitable. This
applies principally to SRE Controls, which was the only one of
CVF's companies to experience a significant loss ($965,000) in
2003 and is currently being funded by a third party investor. SRE
is working to achieve profitability in 2004.

In the past, CVF has addressed its cash flow requirements through
the receipt of interest and dividend payments from its
subsidiaries, as well as obtaining investments in the form of debt
and or equity directly into CVF. It has also selectively sold a
portion of its investments as they appreciated in value. CVF
expects to continue to fund its operating needs in the future in
the same way as it has in the past.

CVF is also exploring ways to present its financial statements on
a non- consolidated basis so that the market value of CVF's
holdings can be reflected on its balance sheet. This would create
a measurable net asset value per share for CVF, allowing an
investor in CVF to compare that number to the current trading
price. Draft non-consolidated statements indicate that CVF is
currently trading at a significant discount to its net asset
value. CVF will issue additional press releases on this topic in
the coming weeks as it examines the legal and accounting options
that will be required to be followed in order to achieve this
result.

         RECENT ACHIEVEMENTS OF PORTFOLIO COMPANIES

Biorem - (69% owned by CVF) sales revenues for 2003 were at a
record $6,189,500 and net income of $1,333,000. This included the
results of expansion of sales activities into the US Southwest
with new sales in Texas and California. The installation of a $3
million biofilter in the food processing industry was completed in
2003 and contracts have been initiated for a second system of the
same magnitude in 2004. Two new sales managers were hired in 2003
to continue concentrated efforts in new business development in
the municipal market. The appointment of an industrial business
manager in 2004 will provide concerted effort in continued growth
in the agri-food and forest product industry as well as the
hydrocarbon and surface coatings industries. Biorem has been
working closely with leading municipal consulting engineers on
pre-selection of large biofilter systems at three locations for
inclusion in the construction of new municipal treatment
facilities in Virginia and Georgia.

Gemprint(TM) - (65% owned by CVF) continues to focus its efforts
on establishing relationships with the major diamond wholesalers
in New York City, where it has sold its custom designed diamond
inventory control systems for prices ranging from $30-$40 thousand
each. It also continues to build its relationships in Europe (DNA
of Diamonds Program), and Canada (Canadian Certified Diamond
Program). The need for diamond identification continues to be
driven by (1) the need to protect the identity of branded stones,
(2) the need to distinguish between synthetic diamond look a likes
and genuine diamonds, (3) the need to identify "conflict" diamonds
and (4) lost or stolen diamonds.  Gemprint is also actively
seeking a strategic partner from the diamond industry to help
propel Gemprint(TM) as the world standard for diamond
identification.

SRE Controls - (37% owned by CVF) extended the range of OEM
customers served in 2003 and expanded its dealer network as well
as identifying a significant number of target aftermarket
accounts. Also, SRE is developing working relationships with
certain electric vehicle manufacturers to supply electrical
subsystems to expand its product offering in the marketplace. At
the end of 2003 SRE hired a stronger sales force, expanded
marketing activities and expanded engineering staff, all intended
to increase sales revenue, quality, new technology and customer
appeal. All these activities are expected to have a positive
impact on future financial results.

Ecoval - (85% owned by CVF) expanded its product line with the
addition of a moss cleaner. Patents have also been granted in
North America on an improved herbicidal composition and
insecticidal composition. Ecoval also developed an insecticide
formulation that is exempt from US registration because it is
composed of ingredients that the EPA has determined pose minimal
risk to the public. In 2004, Ecoval will continue to generate
sales revenues by establishing key distributor relationships in
North America, establishing potential licensees to generate
royalty income and by working to expand sales to its current
customer base.

Jeff Dreben, President and CEO of CVF stated that "CVF results in
2003 showed significant revenue growth and a continued reduction
in our operating losses. In particular, Biorem's 128% increase in
revenue to $6 million and $1.3 million profit was exceptional. We
expect 2004 to be another record year for Biorem and that our
other portfolio companies will continue to make progress."

CVF Technologies Corporation is headquartered in Williamsville,
New York. CVF is a technology development company, whose principal
business is sourcing, funding and managing emerging pre-public
technology companies with significant market potential focused
principally in the environmental sector. Founded in 1989, CVF's
holdings include five private companies involved in information
technology and environmental products and services.

                           *   *   *

               LIQUIDITY AND CAPITAL RESOURCES

In its Form 10-KSB for the fiscal year ended December 31, 2003,
CVF Technologies Corporation states:

"Total Stockholders' equity as of December 31, 2003 was in a
deficit position of $3,732,580 compared to a deficit of $966,775
as of December 31, 2002. The net decrease is primarily
attributable to the net loss of $2,286,606 incurred in
2003.

"The current ratio of CVF as at December 31, 2003 is .55 to 1,
which has increased from .51 to 1 as at December 31, 2002.

"CVF management anticipates that over the next twelve month period
CVF should have sufficient cash from various sources to sustain
itself. Between cash on hand, the issuance of new securities, and
the sales of a portion of its holdings in certain investee
companies, the Company expects to have enough cash to fund itself
and certain of its investee companies that are currently not
profitable. Additionally, CVF has limited outside debt and a line
of credit could be sought. The Company has been successful in
obtaining $ 1 million Canadian in financing through an investment
in one of its holdings in September 2003, and in 2003 received
$961,000 as repayment of back interest and dividends from one of
its investee companies.

"Over the past two and a half years CVF has undertaken many
initiatives to lower the parent company's expenses. These
initiatives have included lowering the head count of its office
staff as well as the elimination of one executive position.
The use of consultants has been significantly reduced except those
consultants who have been satisfied to receive their fee in CVF
common shares. Travel and entertainment has been significantly
reduced over the last year and will continue at the reduced level
going forward. CVF management has adopted a very aggressive cost
and expenditure controls and monitoring policy. Subsequent to
December 31, 2003, CVF and the holder of CVF's Series B
Convertible Preferred Stock entered into a transaction whereby the
holder exchanged its Series B Convertible Preferred Stock with a
stated value of $3,385,000 and accrued dividends of approximately
$673,600 for 1,000,000 shares of CVF's common stock and a new
Series C 6% Convertible Preferred Stock with a stated value of
$1,000,000, convertible into common stock at $1 per share. The
Series C Preferred and all accrued dividends thereon will be
subject to mandatory redemption on February 27, 2006; however,
CVF's obligation to redeem will be limited to cash available to it
at that time in excess of one year's prospective working capital.
The Company also issued to the former Series B holder a three-year
warrant to purchase 100,000 shares of CVF's common stock at an
exercise price of $0.35 per share.

"The Company no longer anticipates having to fund Gemprint or
Biorem as both are currently operating on positive cash flow,
although no assurances can be given that this trend will continue.

"As at December 31, 2003, CVF's cash balance was $225,535 which is
an increase of $7,532 compared to December 31, 2002. The primary
source of cash for the Company is expected to be from sale of a
portion of its investments in its subsidiaries or from CVF issuing
additional securities. The company is pursuing opportunities to
raise funds from potential investors in CVF. In addition, certain
subsidiaries are producing a positive cash flow and will be able
to supplement other cash requirements of the Company. If the above
mentioned liquidity events do not occur, the Company estimates
that it could run out of operating cash in the second quarter of
2004, if other sources of cash are not available. The Company will
also continue to assist its investee companies in their efforts to
obtain outside financing in order to fund their growth and
development of their business plans. Certain of the Company's
financial obligations included in current liabilities related to
items that will not be paid in the near term. The Company will
carefully manage its cash payments on such obligations."


DELCO REMY: S&P Revises Outlook Citing Stable Credit Measures
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Anderson, Indiana-based Delco Remy International Inc. to stable
from negative. At the same time, Standard & Poor's affirmed its
'B' corporate credit rating on Delco Remy and its 'CCC+'
subordinated debt ratings.

"The outlook revision reflects the stabilization of Delco Remy's
credit protection measures, which is the result of management's
recent restructuring efforts, operating improvements, and proposed
recapitalization that will improve financial flexibility," said
Standard & Poor's credit analyst Nancy Messer.

Standard & Poor's also affirmed its 'B+' rating on Delco Remy's
secured credit facility, which will be sized at $120 million in
the proposed transaction and which is proposed to expire in June
2007. Standard & Poor's assigned its 'B-' rating to Delco Remy's
proposed $125 million floating rate second-priority secured notes
due 2009 and its 'CCC+' rating to Delco Remy's proposed $150
million senior subordinated notes due 2012. In addition, Standard
& Poor's lowered the rating on the company's $145 million senior
unsecured notes to 'CCC+' from 'B-', because of the deterioration
of recovery prospects for these debt holders as a result of the
proposed revised capital structure and recent noncash charges.

Proceeds from the proposed transaction, including the proposed
second-lien notes and senior subordinated notes, will be used to
repay the existing $60 million term loan, reduce revolving credit
facility borrowings by $52 million, and repay $140 million senior
subordinated notes due 2006. Delco Remy's pro forma debt will
total about $650 million at closing of the transaction.

Upside rating potential is limited by the company's high debt
leverage in combination with challenging end-markets and
significant near-term cash requirements. Downside rating action is
limited by the company's improved financial flexibility and
Standard & Poor's expectation that management's efforts to
rationalize the company's operations will boost free cash flow
and support debt reduction in the next two years.


DII IND.: Court Clears Houlihan's Retention as Financial Adviser
----------------------------------------------------------------
DII Industries, LLC and its debtor-affiliates sought and obtained
Court approval to employ Houlihan Lokey Howard & Zukin Financial
Advisors, Inc. as their financial advisors in connection with
their Chapter 11 cases consistent with the terms and conditions of
a Retention Agreement, nunc pro tunc to the Petition Date.

Houlihan Lokey is a nationally recognized investment banking and
financial advisory firm with nine offices worldwide and with more
than 300 professionals.  Houlihan Lokey is widely recognized for
its expertise in providing valuation, financial opinions and
other financial advisory services to large and complex business
entities operating in the engineering and construction business.

On June 13, 2003, Houlihan Lokey was retained by Halliburton
Company to assist the Debtors' management with their preparation
of a liquidation analysis for use in connection with the
confirmation of the Plan and generally in their Chapter 11
Cases.  Since the Petition Date, all of Houlihan Lokey's services
in connection with the preparation of a liquidation analysis are
for the Debtors' benefit.  Houlihan Lokey has received full
payment from Halliburton for all prepetition fees and expenses in
connection with the firm's services.  Houlihan Lokey is not a
prepetition creditor of the Debtors.

Pursuant to the Retention Agreement, Houlihan Lokey will render
these services to the Debtors throughout the course of their
Chapter 11 cases:

   (a) preparation of a liquidation analysis to be used by the
       Debtors in connection with the confirmation of their Plan
       and generally in their Reorganization Cases;

   (b) attending, participating and rendering expert testimony as
       required by the Debtors before the Court and, possibly, at
       depositions taken during the Reorganization Cases,
       consistent with the scope of professional services set
       forth in the Retention Agreement;

   (c) rendering other services indirectly relating to the
       subject matter of the Retention Agreement, including the
       production of documents and responding to interrogatories;
       and

   (d) such other advisory services as may be requested by the
       Debtors from time to time.

Houlihan Lokey will be compensated for its services on an hourly
basis.

        Senior Managing Director              $700
        Managing Director                      650
        Director                               500
        Senior Vice President                  450
        Vice President                         400
        Associate                              300
        Financial Analyst                      250

Houlihan Lokey will also bill the Debtors for reimbursement of
all reasonable and necessary out-of-pocket expenses incurred in
connection with its employment, including the reasonable legal
fees and expenses of its counsel.

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)


DOMAN INDUSTRIES: International Forest Nixes Acquisition Talks
--------------------------------------------------------------
Doman Industries Limited has been advised by International Forest
Products Limited that it has decided to withdraw from its
discussions with Doman regarding the possible acquisition of Doman
or the assets of certain Doman subsidiaries. Doman understands
that Interfor concluded that it was not going to be able to reach
an agreement on a transaction that meets its financial criteria
and, at the same time, is acceptable to Doman's creditors.

Although Interfor has withdrawn its interest, Doman received
earlier on April 2, a new letter of intent from Ableco Finance
LLC, an entity related to Cerberus Capital Management, L.P., which
constitutes an alternate restructuring proposal for Doman's
secured and unsecured indebtedness. Doman intends to review this
proposal, together with other expressions of intent. Doman will at
the same time seek to adjourn the application made on April 1, by
certain of its unsecured noteholders to move forward with a plan
of arrangement approved by those unsecured noteholders, pending a
continuing review of all possible restructuring alternatives with
its affected stakeholders.

Doman also announces that KPMG Inc., the Monitor appointed by the
Supreme Court of British Columbia under the Companies Creditors
Arrangement Act has filed with the Court its report for the period
from March 2, 2004, to March 31, 2004. The Monitor's report, a
copy of which may be obtained by accessing the Company's Web site
- http://www.domans.com/- or the Monitor's Web site -
http://www.kpmg.ca/doman/

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


DOW CORNING: Breast Implant Case Settlement Takes Effect June 1
---------------------------------------------------------------
U.S. District Court Judge Denise Page Hood set June 1st as the
effective settlement date in the Dow Corning breast implant case,
finally allowing injured people's claims to be processed. The
court-appointed claims administrator says that thousands of
letters will go out June 1st and that the first checks should be
mailed June 15th.

The case started in 1995 when the former breast implant
manufacturer filed for bankruptcy in the face of thousands of
claims. The details of the company's bankruptcy were confirmed in
1998, but it took several years for the appeals process to die
down.

There is currently $2.35 billion set aside in a court fund.
Implant survivors may receive from $2,000 to $250,000. Details are
available to the public at http://www.dcsettlement.com/or by  
calling 1-864-874-6099.


DPL CAPITAL: S&P Cuts Ratings on 3 Related Synthetic Transactions
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
synthetic transactions related to DPL Capital Trust II. The
ratings remain on CreditWatch with negative implications, where
they were placed March 19, 2004.

The CreditWatch placements reflect the lowering of the rating on
DPL Capital's $300 million 8.125% trust preferred capital
securities. The rating on these securities also remains on
CreditWatch with negative implications, where it was placed
March 16, 2004.

The DPL Capital-related transactions are swap-independent
synthetic transactions that are weak-linked to the underlying
collateral, DPL Capital's $300 million 8.125% trust preferred
capital securities, which are guaranteed by DPL Inc.

      RATINGS LOWERED AND REMAINING ON CREDITWATCH NEGATIVE
   
        Structured Asset Trust Units Repackagings (SATURNS) DLP
                Capital Security Backed Series 2002-3
             $54.55 million callable units series 2002-3
   
                       Rating
        Class     To            From
        A units   B/Watch Neg   B+/Watch Neg
        B units   B/Watch Neg   B+/Watch Neg
           
        Structured Asset Trust Units Repackagings (SATURNS)
                        Trust 2002-4
      $42.5 million DPL Capital security-backed series 2002-4
   
                       Rating
        Class     To            From
        A units   B/Watch Neg   B+/Watch Neg
        B units   B/Watch Neg   B+/Watch Neg
   
        Structured Asset Trust Unit Repackagings (SATURNS)
            DLP Capital Security Backed Series 2002-7
      $25 million DPL Capital security-backed series 2002-7
   
                       Rating
        Class     To            From
        A units   B/Watch Neg   B+/Watch Neg
        B units   B/Watch Neg   B+/Watch Neg
        

EASYLINK: Auditors Maintain Going Concern Qualification at 2003
---------------------------------------------------------------
EasyLink Services Corporation, (NASDAQ: EASY), a leading global
provider of services that power the exchange of information
between enterprises, their trading communities and their
customers, announced that its financial statements for the year
ended December 31, 2003, were filed on March 30, 2004 with the
Securities and Exchange Commission in the Company's Annual Report
on Form 10-K.

Revenues for the year ended December 31, 2003 were $101.3 million,
with net income for the year of $50.9 million, or $1.44 per share.
Net income for the year ended 2003 included a gain of $54.1
million on debt restructuring and settlements. These transactions
reflect the extinguishment of $63.0 million of debt principal,
$6.5 million of capitalized interest, and $2.4 million of accrued
interest, net of deferred debt issuance costs. EasyLink's 2003
debt reduction was a continuation of the Company's ongoing debt
restructuring efforts commenced in 2001. These efforts have
reduced the principal amount of the Company's debt and capitalized
lease obligations from $125.4 million at the end of 2000 to $13.5
million at the end of 2003. The Company ended 2003 with $6.6
million in cash on hand. Importantly, EasyLink achieved its first
two consecutive quarters of positive income from operations during
the third and fourth quarters of 2003.

Notwithstanding the significant improvements in EasyLink's
financial condition, results of operations and business over the
past three years, the Company has again received a going concern
qualification from its auditors. The Company also received a going
concern qualification from its auditors for the years ended
December 31, 2000, 2001 and 2002. This announcement is made in
compliance with the new Nasdaq Rule 4350(b), which requires
disclosure of receipt of an audit opinion that contains a going
concern qualification. Management is continuing the process of
further reducing telecommunications and network-related operating
costs while increasing its sales and marketing efforts in pursuit
of its strategy to expand EasyLink's position in the information
exchange segment of the electronic commerce market by automating
more components of our customers' business processes.

Thomas Murawski, President and Chief Executive Officer of EasyLink
said: "2003 was a milestone year for the Company, achieving two
consecutive profitable quarters and approaching breakeven from
operations for the full year. Our improved financial condition has
allowed us to focus more of our attention on improving the value
we bring to our customers relative to our competitors. In addition
to establishing what we believe is a measurable quality advantage
over our competitors through our ongoing investment in Six-Sigma
Quality, our Transaction Management Services distinguish us from
companies who continue to offer only messaging services. Our
company is stronger than ever and we look forward to helping our
customers become more competitive in the years ahead."

             About EasyLink Services Corporation

EasyLink Services Corporation (NASDAQ: EASY), headquartered in
Piscataway, New Jersey is a leading global provider of services
that power the exchange of information between enterprises, their
trading communities, and their customers. EasyLink's networks
facilitate transactions that are integral to the movement of
money, materials, products, and people in the global economy, such
as insurance claims, trade and travel confirmations, purchase
orders, invoices, shipping notices and funds transfers, among many
others. EasyLink helps more than 20,000 companies, including over
400 of the Global 500, become more competitive by providing the
most secure, efficient, reliable, and flexible means of conducting
business electronically. Visit http://www.EasyLink.com/for more  
information.


EDISON INTERNATIONAL: Fitch Ups Various Credit Ratings
------------------------------------------------------
Fitch has raised the credit ratings of Edison International (EIX)
and its wholly-owned utility operating subsidiary, Southern
California Edison as follows:

     Edison International
        --Senior unsecured to 'BB' from 'B';
        --Trust preferred securities 'B+' from 'CCC'.

     Southern California Edison
        --Senior secured debt to 'BBB+' from 'BBB-';
        --Senior unsecured debt to 'BBB' from 'BB';
        --Preferred securities to 'BBB-' from 'B+'.

The notes of Edison Funding Co. have also been raised to 'BB' from
'B'. The Rating Outlook for all EIX, SCE and EF securities is
Stable.

The credit upgrades reflect sharply improved fundamentals at
Southern California Edison and enhanced EIX parent-only holding
company liquidity following a $1.17 billion dividend payment in
2003 from its utility and finance subsidiaries. Also, EIX's
recently announced financial restructuring plan is consistent with
past management statements that Mission Energy Holding Company
(MEHC) group will have to work through its financial and operating
challenges without further direct financial support from EIX.

SCE's rapid financial recovery from the insolvency caused by the
energy crisis of 2000-2001 was facilitated by a settlement
agreement with the California Public Utilities Commission (CPUC)
authorizing recovery of $3.6 billion of deferred power costs. The
successful execution of the agreement and the support of the CPUC
through unsuccessful court challenges to the settlement, along
with the commission's recent settlement with Pacific Gas &
Electric, underscore the improved regulatory/legislative
environment in California. SCE's current and forecasted credit
ratios are consistent with higher credit ratings, but its current
ratings are constrained by weak parent/affiliate fundamentals.

EF and Edison Capital are subsidiaries of EIX and are not
regulated by the CPUC. Edison Capital is the sole shareholder in
EF. EF and Edison Capital originate and fund financially oriented,
and often tax-advantaged, investments. Together, they have
investments worldwide in energy and infrastructure projects,
including power generation, electric transmission and
distribution, transportation, and telecommunications as well as
investments in affordable housing projects located throughout the
United States. At Dec. 31, 2003, Edison Capital's total
investments were $3.4 billion. Edison Capital receives cash for
federal and state tax benefits related to its investments utilized
on EIX's tax return and as such its ratings are directly linked
with the parent's. Edison Capital's rated debt was issued by EF.

Although the EIX rating of 'BB' reflects exposure to ongoing
financial stress at MEHC group (EIX's unregulated power generation
subsidiary), the ongoing financial and fundamental operating
problems at MEHC group are already fully reflected in EIX's credit
rating. This view is supported by: 1) the non recourse status of
MEHC group debt to EIX; 2) regulatory and corporate ring-fence
provisions; 3) the absence of new investment in EIX's recently
announced MEHC restructuring plan; and, 4) management focus on the
core electric utility and its financial services business, Edison
Capital (EC). Importantly, there are material inter-company
guarantees or cross defaults among affiliates within the MEHC
group, but none between EIX, SCE, and/or EC. Another exposure
weighing upon the current ratings is EIX's potential tax liability
for prior interest deductions relating to EC's leveraged lease
portfolio. The IRS is reportedly reviewing prior years' EIX group
tax returns, which may or may not lead to a significant tax
assessment at the EIX level.

The announcement of management's proposed financial restructuring
plan for MEHC group is a constructive development that seeks to
address the subsidiary's liquidity issues in 2004 and reduce debt.
In December 2003, MEHC subsidiary Mission Energy Holdings
International closed on a secured $800 million three-year loan as
a bridge-to-asset-sales that is a central component of the MEHC
group's restructuring plan. The credit facility is secured by a
65% equity interest in MEHI's assets, a pledge of two inter-
company notes totaling $286 million (issued by MEHI to MEC
Holdings and EME UK International, LLC), as well as a $499 million
inter-company note (from EME Homer City Generation L.P. to Edison
Mission Finance Co.) together with guarantees from certain MEHC
subsidiaries.

Proceeds from the loan were cross streamed to repay $781 million
of debt issued by fellow MEHC subsidiary Edison Mission Midwest
Holdings which matured in December 2003, allowing EMMH to avoid
default, and to repay an MEHI coal and cap-ex facility guaranteed
by Edison Mission Energy. In addition, cash on hand from asset
sales and other sources were used to inject $550 million of equity
into EMMH. Prospective elements of the restructuring plan that
management hopes to complete this year are: 1) the potential sale
of its international assets; and, 2) debt issuance to refinance
maturities later this year at EMMH. Under management's
restructuring plan, if successful, MEHC would emerge a much
smaller company operating exclusively in the U.S.

However, the financial restructuring is subject to substantial
execution risk and the recurrence of severe liquidity/financial
pressure and, ultimately, MEHC group insolvency, cannot be ruled
out, at this juncture. Any meaningful incremental EIX investment
to support MEHC's recovery would be a significant negative credit
event in Fitch's view that would almost certainly result in a
credit downgrade. Fitch's ratings of SCE already incorporate a
reasonable worst case scenario in the outcome of its pending
general rate case. Furthermore, SCE's ratings are currently
constrained.


ENCOMPASS: Disbursing Agent Wants Mitigation Claims Disallowed
--------------------------------------------------------------
According to the Encompass Services Corp. Debtors' Disbursing
Agent, Todd A. Matherne, 12 claims were filed for rent and
maintenance charges under Section 502(b)(6) of the Bankruptcy Code
resulting from the rejection of an unexpired lease.  Under Section
502(b)(6), however, a landlord with a claim for damages resulting
from a debtor's breach of a lease has an obligation to attempt to
re-let the premises, and any resulting rents must be deducted from
the claim.  For this reason, Mr. Matherne objects to the 12 claims
for failing to account for any mitigation of damages.  

The 12 Claims are:

    Claimant                  Claim No.    Claim Amount
    --------                  ---------    ------------
    Resource Center              2123        $260,338
    TC Meridian Tower LLC        2377         674,960
    Fullman International        2590         270,720
    Jafar Yassai                 3357         120,000
    KC Company                   4276         654,776
    Plato Products, Inc.         3947         397,767
    Vaughan Street, LLC          4572         909,862
                                 3371          90,000
    Calwest Industrial Holdings  4228         163,984
    J.R. Sanders Limited         3454         663,383
                                 3453          65,520
    Enterprise Fleet Services    3722          41,148

Mr. Matherne asks the Court to:

   (a) disallow the 12 Claims as they are filed;

   (b) allow the Claimants 15 days to amend their claims; and

   (c) disallow the Claim if a Claimant does not establish any
       attempt at mitigation in its amended proof of claim.   

Mr. Matherne further asserts that the claim amounts for any Claim
demonstrating mitigation should then be reduced to account for
mitigation proceeds.

                 Stipulation With Resource Center

In full and final settlement of the disputes and claims between
the Disbursing Agent and Resource Center, both agreed to these
stipulation terms:

   (a) Claim No. 2123 is allowed as a general unsecured claim for
       $153,045, with the remainder of the claim disallowed in
       its entirety;

   (b) The Debtors and Resource Center exchange mutual releases;

   (c) The Debtors and Resource Center will not file any action
       based on any of the released claims; and

   (d) Resource Center does not have any surviving claim against
       the Debtors in the Chapter 11 cases. (Encompass Bankruptcy
       News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,
       215/945-7000)


ENRON CORP: Obtains Court Okay for Eight Settlement Agreements
--------------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, the Enron Corp. Debtors sought and obtained Court
approval of eight settlement agreements they entered into
separately with:

   -- CRST Logistics, Inc.;

   -- Go2Tel.Com;

   -- Emser Tile LLC;

   -- R.V.I. Guaranty Co., Ltd. and Continental Insurance
      Company;

   -- General Cable Corporation;

   -- GNS Express;

   -- Olympic Steel, Inc.; and

   -- Harte-Hanks Communication
  
Edward A. Smith, Esq., at Cadwalader, Wickersham & Taft, in New  
York, relates that:  
  
   (a) Enron Freight Markets Corporation and CRST were parties
       to one or more prepetition transactions to which certain
       invoices were issued and certain amounts remain
       outstanding;

   (b) Enron Broadband Services LP and Go2Tel.Com were parties
       to one or more prepetition transactions pursuant to which
       certain invoices were issued and certain amounts remain
       outstanding;

   (c) Enron Freight and Emser were parties to prepetition
       transactions pursuant to which certain invoices were
       issued by Enron Freight.  Certain amounts of the invoices
       remain outstanding;

   (d) ENA is party to two structured credit default swaps with
       RVI and Continental.  As credit support for the Contracts,
       Enron Corp. issued a warranty agreement.  Each of the
       Contracts has been validly terminated by the Counterparty.  
       According to ENA's books and records, there is a net
       balance owing to its estate on account of the Contracts;

   (e) the Debtors and General Cable were parties to various
       agreements pursuant to which the Debtors provided
       electric energy as well as, inter alia, management,
       billing and consulting services to General Cable.  The
       parties have mutual obligations against each other;

   (f) Enron Freight and GNS were parties to one or more
       prepetition transactions pursuant to which certain
       invoices were issued by Enron Freight.  According to the
       Debtors' books and records, there remain certain amounts
       outstanding with respect to the Contracts;

   (g) Enron Industrial Markets LLC and Olympic Steel were
       parties to one or more prepetition transactions pursuant
       to which certain invoices were issued by EIM.  According
       to the Debtors' books and records, there remain certain
       amounts outstanding with respect to the Contracts; and

   (h) Enron Industrial Markets LLC and Harte-Hanks were parties
       to one or more prepetition transactions for the sale of
       pulp and paper products pursuant to which certain
       invoices were issued by EIM.  According to the Debtors'
       books and records, there remain outstanding amounts with
       respect to the Contracts.

After discussions between the Parties, they have agreed to enter  
into separate Settlement Agreements wherein:  
  
   (a) CRST will pay to Enron Freight $17,634;  

   (b) Go2Tel.Com will pay to EBS $11,690;

   (c) Emser will pay to Enron Freight $8,665;

   (d) RVI and Continental will pay to ENA $3,500,000;

   (e) all of R.V.I's and Continental's Claims will be
       irrevocably withdrawn with prejudice;
  
   (f) all of General Cable's proofs of claim filed against the
       Debtors, including Claim No. 9107 for $8,058,420 will be
       deemed irrevocably withdrawn with prejudice;

   (g) GNS will pay to Enron Freight $4,687;

   (h) Olympic Steel will pay to EIM $18,341;

   (i) Harte-Hanks will pay $865 to EIM; and

   (j) the Parties will exchange mutual releases of claims  
       related to the Contracts.  
  
Mr. Smith contends that the Settlement Agreements are warranted  
because:  
  
    (a) they will result in a substantial payment to the Debtors'  
        estates; and  
  
    (b) they will avoid future disputes and litigations  
        concerning the Contracts as the parties will release one  
        another from claims relating to the Contracts. (Enron
        Bankruptcy News, Issue No. 103; Bankruptcy Creditors'
        Service, Inc., 215/945-7000)


ENRON CORP: Wooing Court to Expunge R. Harwood's $20 Mill. Claim  
----------------------------------------------------------------
Enron Corporation and its debtor-affiliates object to Claim No.
11948 for at least $20,000,000 filed by a putative class
represented by Robert I. Harwood, Esq., and ask the Court to
disallow and expunge it in its entirety.

Melanie Gray, Esq., at Weil, Gotshal & Manges LLP, in New York,
relates that the Harwood Claim is premised on a purported class
action initiated on October 6, 2000, entitled "In re Azurix Corp.
Sec. Litig., Civ. Action No. H-00-3493."  The plaintiffs in the
Purported Class Action sued Azurix Corporation, Enron Corporation
and six of Azurix's and Enron's present and former officers and
directors.  The plaintiffs allege generally that the defendants
violated the Federal Securities Laws causing plaintiffs damage.

Ms. Gray informs Judge Gonzalez that on March 21, 2002, the
Purported Class Action was dismissed with prejudice against all
Defendants, and dismissed without prejudice against Enron, for
failure to state a claim upon which relief could be granted.  The
only reason the court did not dismiss the Purported Class Action
against Enron with prejudice was because of Enron's pending
Chapter 11 case.  The Purported Class Action, and all claims and
issues asserted therein have been disposed of by the trial court.

The Debtors reviewed the Harwood Claims and determined that Enron
is not liable under the allegations asserted in the Purported
Class Action.  The principles of res judicata preclude any
finding of liability on the part of Enron.  Res Judicata
precludes re-litigation of claims that have been finally
adjudicated. (Enron Bankruptcy News, Issue No. 103; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FEDERAL FORGE: Committee Hires McDonald Hopkins as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors for Federal Forge,
Inc.'s chapter 11 cases, wants to hire McDonald Hopkins Co., LPA
as its bankruptcy counsel, nunc pro tunc to March 1, 2004.  The
Committee tells the U.S. Bankruptcy Court of Western District of
Michigan that McDonald Hopkins is highly qualified in many areas
of law that could be relevant to its representation, including
general corporate matters, mergers and acquisitions, litigation,
labor, employee benefits, and intellectual property.

The Committee expects McDonald Hopkins to:

   a) monitor the Debtor's chapter 11 case and legal activities,
      and advise the Committee on the legal ramifications of
      such actions;

   b) provide the Committee advice on its obligations and
      duties;

   c) execute Committee decisions by filing motions, objections
      or other documents with the Court;

   d) appear before the Court on all matters in these cases
      relevant to the interests of unsecured creditors;

   e) negotiate on behalf of the Committee the terms of any
      proposed plan of reorganization or liquidation; and

   f) take such other actions as are necessary to protect the
      rights of unsecured creditors.

McDonald Hopkins' current hourly rates for its professionals and
paraprofessionals are:

         Designation              Billing Rate
         -----------              ------------
         Shareholders             $245 - $410 per hour
         Associates               $140 - $240 per hour
         Legal Assistants         $85 - $155 per hour
         Law Clerks               $40 - $75 per hour

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

         Professional             Billing Rate
         ------------             ------------
         Shawn M. Riley           $375 per hour
         Sean D. Malloy           $295 per hour
         Scott N. Opincar         $240 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.


FERRELLGAS PARTNERS: Commences Public Offering of Common Units
--------------------------------------------------------------
Ferrellgas Partners, L.P. (NYSE: FGP), one of the nation's largest
retail marketers of propane, announced that it plans to sell
7,000,000 common units in an underwritten offering pursuant to an
effective registration statement on Form S-3 previously filed with
the Securities and Exchange Commission. Ferrellgas will also grant
the underwriters an option to purchase up to 1,050,000 additional
units to cover over-allotments, if any.

Ferrellgas Partners, L.P., through its operating partnership,
Ferrellgas, L.P., currently serves more than one million customers
in 45 states. Ferrellgas employees indirectly own more than 17
million common units of the partnership through an employee stock
ownership plan.
    
                      *    *    *

As reported in the Troubled Company Reporter's February 27, 2004
edition, Ferrellgas Partners, L.P.'s outstanding $218 million
senior notes were affirmed at 'BB+' by Fitch Ratings. In addition,
Ferrellgas, L.P.'s outstanding $534 million senior notes and $308
million bank credit facility were affirmed at 'BBB'. The ratings
were removed from Rating Watch Negative where they were placed on
Feb. 10, 2004. The Rating Outlook is Negative. FGP, through its
operating limited partnership FGLP, is the second largest domestic
retail propane master limited partnership.

The rating action follows Fitch's review of FGP's planned
acquisition of all of the outstanding common stock of Blue Rhino
Corp. in a cash transaction valued at approximately $340 million.

The Negative Rating Outlook reflects Fitch's expectation that key
consolidated credit measures will remain weak relative to FGP's
rating in the near-term due to the initial leveraging impact of
the RINO acquisition and the negative affect of recent warmer than
normal weather on FGP's core propane distribution operations. In
addition, there is some uncertainty over the future operating and
financial performance at the merged company, including RINO's
capacity to continue its robust historical growth rate and FGP's
ability to extract expected synergies from the business
combination.


FIBERMARK INC: Obtains Interim Approval of DIP Credit Facility
--------------------------------------------------------------
FiberMark, Inc. (Amex: FMK) announced that Judge Colleen A. Brown
of the U.S. Bankruptcy Court for the District of Vermont has given
interim approval for all of FiberMark's first-day motions in
connection with its previously announced chapter 11 filing on
March 30, 2004. The first-day orders issued by Judge Brown will
enable FiberMark to continue normal operations during the
reorganization process.

Judge Brown's orders included interim approval, as requested, of
the debtor-in-possession (DIP) credit facility being provided to
the company by GE Commercial Finance. A hearing on final approval
of the DIP facility and of FiberMark's other first-day motions has
been scheduled for April 27, 2004.

Alex Kwader, chairman and chief executive officer of FiberMark,
said: "The granting of interim approval of our first-day motions
by Judge Brown is an important early step toward the completion of
our financial reorganization. The ability to continue providing
our employees with pay and benefits, and to meet our post-petition
vendor obligations-with cash on hand, cash flow from operations
and, as necessary, by means of the DIP facility-will enable us to
continue normal operations at all of our facilities. That, in
turn, will allow us to continue to meet our customer commitments
in a business-as-usual manner."

The company also announced that it has signed an amended and
restated $40 million revolving credit facility for its German
subsidiaries. Both credit facilities are supplied by GE Commercial
Finance, which was FiberMark's financial partner on the credit
facility that closed in November 2003.

Reflecting its recent voluntary filing for chapter 11 protection
in order to pursue a financial reorganization and debt
restructuring, the company has decided to voluntarily delist the
company's common stock from the American Stock Exchange. FiberMark
said it will seek listing on the OTC Bulletin Board and, to that
end, is currently evaluating potential market makers for its
stock. Since the filing, Amex has suspended trading. Trading is
expected to resume once the company transitions to the OTC
Bulletin Board, a process that is expected to take another week or
so.

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


GENESCO: Completes Hat World Acquisition for $177.4 Million Cash
----------------------------------------------------------------
Genesco Inc. (NYSE: GCO) completed the acquisition of Hat World
Corporation, a leading specialty retailer of licensed and branded
headwear. The total purchase price for Hat World was $177.4
million in cash, including adjustments for $11.1 million of net
cash acquired and for working capital and certain tax benefits,
subject to further post-closing adjustments.  

Genesco funded the acquisition and associated expenses with debt
of $100 million and the balance from cash on hand.  In connection
with the transaction, Genesco entered into new credit facilities
totaling $175 million with 10 banks, led by Bank of America, N.A.,
as Administrative Agent, to fund a portion of the purchase price
and to replace its existing revolving credit facility.  The new
credit facilities were arranged by Banc of America Securities,
L.L.C.
    
Hal N. Pennington, Genesco's president and chief executive
officer, said, "We are excited about this acquisition and the
opportunities it presents.  Hat World brings an impressive track
record of growth, a strong management team and a culture that is
very similar to ours.  We believe there is a tremendous strategic
fit between Hat World and our other concepts and that, using the
skills we have developed in growing our Journeys and Underground
Station concepts, we can grow Hat World by 400 to 500 stores over
time."

Robert J. Dennis, Hat World's chief executive officer, stated,
"Joining Genesco is a tremendous opportunity for Hat World.  
Together, we will focus our energy and resources as we seek to
expand our business, increase our market share and enhance
shareholder value."

Headquartered in Indianapolis, Hat World operates 481 stores
across the U.S. under the Hat World, Lids, Hat Zone and Cap
Factory names.  The company also operates e-commerce websites
accessible through http://www.hatworld.com/, http://www.lids.com/
http://www.lidscyo.com/and http://www.capfactory.com/
Hat World's core products consist of a broad range of licensed
college, professional teams and branded headwear in various styles
including baseball hats, visors, knitwear and buckets.

Genesco, based in Nashville, sells footwear and accessories in
more than 1,040 retail stores in the U.S., principally under the
names Journeys, Journeys Kidz, Johnston & Murphy and Underground
Station, and on internet websites http://www.journeys.com/and  
http://www.johnstonmurphy.com/

The Company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers brand. Additional
information on Genesco and its operating divisions may be accessed
at its website http://www.genesco.com/

                        *   *   *

As reported in the Troubled Company Reporter's March 15, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB-'
bank loan rating, along with a recovery rating of '3', to Genesco
Inc.'s proposed $175 million senior secured credit facilities. The
loan is rated at the same level as the corporate credit rating on
the company; this and the '3' recovery rating indicate
expectations for a meaningful (50%-80%) recovery of principal in
the event of a default.

At the same time, Standard & Poor's affirmed its outstanding
ratings on Genesco, including the 'BB-' corporate credit rating.

The affirmation follows the company's mostly debt-financed
acquisition of Hat World.

Although the acquisition of Hat World would somewhat diversify
Genesco's sources of earnings, the business risk of the combined
entity remains high due to the narrow product focus and aggressive
growth of the headwear retailing business. However, the operating
performance of Hat World has been positive and is expected to be
accretive to Genesco's earnings in fiscal 2005. In addition, Hat
World would provide additional growth opportunities to Genesco,
given that the growth rate at the company's Journeys division is
decelerating.


GENTEK: Alleges John Spangler's Injury Claim Lacks Legal Support
----------------------------------------------------------------
On July 23, 2002, John Spangler filed a complaint against, among
others, GenTek, Inc. and General Chemical Corporation before the
Circuit Court of Cook County, Illinois.  The Complaint states 20
causes of action for:

   (a) negligence;

   (b) breach of warranty;

   (c) strict liability for defective design and manufacture; and

   (d) strict liability for ultra-hazardous activity.

Mr. Spangler alleges that on July 26, 2000, he was injured while
transferring sulfuric acid from a tank car to another.  The
Reorganized Debtors owned or leased the tank car that was being
emptied.  Furthermore, it was determined that the tank car was
leaking.

At the time of injury, Mr. Spangler was an employee of LCM
Corporation.  The Reorganized Debtors had retained LCM to handle
leaks from rail cars and trans-load operations, including high
pressure and emergency de-inventory procedures.  The Reorganized
Debtors relied on the expertise of LCM and its personnel to
conduct and supervise any transfer.

On the Petition Date, the Illinois Action was automatically
stayed.  At present, the Illinois Action against the Reorganized
Debtors has not advanced beyond the Complaint stage.

                 Spangler Personal Injury Claims

On March 25, 2002, Mr. Spangler filed Claim Nos. 2116 and 2117 as
personal injury claims for $10,000,000 each against GenTek and
General Chemical.

The Debtors dispute the Claims.  Neil B. Glassman, Esq., at The
Bayard Firm, in Wilmington, Delaware, explains that the Claims
are duplicative of each other.  By virtue of the substantive
consolidation provision of the Debtors' confirmed Plan, "all
Claims against each Estate shall be deemed to be Claims against
the consolidated Estates, any proof of claim[] filed against one
or more of the Debtors shall be deemed to be a single claim filed
against the consolidated Estates, and all duplicate proofs of
claim for the same claim filed against more than one Debtor shall
be deemed expunged."

Mr. Glassman further argues that the Claims are not entitled to
prima facie validity.  The Claims are contingent in nature, and
despite the purported face value, are unliquidated.  The Claims
are based on theories of strict liability and negligence and have
no cognizable basis in law or fact as against General Chemical or
GenTek.  The Debtors are not liable for failing to warn LCM of
alleged hazards, which LCM specialized in addressing.

                   District Court Jurisdiction

Mr. Glassman explains that under Section 157(b), the Bankruptcy
Court may hear bankruptcy cases and "core proceedings arising
under [the Bankruptcy Code]."  Core proceeding include "allowance
or disallowance of claims," but not "liquidation or estimation of
contingent or unliquidated personal injury tort or wrongful death
claims against the estate for purposes of distribution in a case
under [the Bankruptcy Code]."

Because Claim Nos. 2116 and 2117 assert unliquidated personal
injury tort claims, the "liquidation or estimation" of the claims
is not a core proceeding within the Bankruptcy Court's ability to
finally determine.  

Furthermore, Del. Bankr. L.R. 3007-1(f)(iv) provides that, "the
[Bankruptcy] Court will not consider any substantive objection to
personal injury or wrongful death claims that would be in
violation of Section 157(b)(2)(B) of the Judiciary Procedures
Code."  Therefore, the Bankruptcy Court cannot hear the
Reorganized Debtors' objection.

Thus, the Reorganized Debtors ask the U.S. District Court for the
District of Delaware to withdraw the reference to the Bankruptcy
Court with respect to:

   (a) objection to the claims;

   (b) any related proofs of claim; and

   (c) any responses or other papers related to the dispute.

                Claims Estimation and Disallowance

Section 502(c) provides that a claim that is "contingent or
unliquidated" may be "estimated," if the "fixing or liquidation
of [the claim] . . . would unduly delay the closing of the case."

In this regard, the Reorganized Debtors ask the District Court
to:

   (a) estimate the Spangler Personal Injury Claims at $0; and

   (b) disallow the Spangler Personal Injury Claims.

Mr. Glassman insists that the Spangler Personal Injury claims
should be disallowed based on the lack of factual and legal
support, as well as for purposes of distribution under the
Debtors' confirmed Plan. (GenTek Bankruptcy News, Issue No. 30;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


GEORGIA-PACIFIC: Elects to Redeem 9.125% Debentures on May 6, 2004
------------------------------------------------------------------    
Georgia-Pacific Corp. (NYSE: GP) elected to call $239.5 million of
its 9.125 percent debentures due July 1, 2022.  The debentures
were issued in July 1992. The company anticipates that the
debentures will be redeemed on or about May 6, 2004.

Georgia-Pacific said it will use funds available under its
revolving credit facility to redeem these debentures. The company
expects to record a second quarter 2004 pretax charge of
approximately $12 million for call premiums and to write off
deferred debt issuance costs.

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


GEORGIA-PACIFIC: Increasing Consumer Products Prices on July 1
--------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) informs customers that its North
American consumer products business will increase prices for
various retail products effective July 1, 2004.

The increases are expected to average approximately 6 to 9 percent
on towel, tissue, napkin and facial categories, and 4 to 6 percent
on Dixie cup, plate and cutlery categories.

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


GLIMCHER REALTY: Looking for New CFO as Melinda A. Janik Resigns
----------------------------------------------------------------
Glimcher Realty Trust, (NYSE: GRT), announces that Melinda A.
Janik has resigned as Chief Financial Officer to pursue other
interests.  The Company further announces that effective
immediately William G. Cornely will fill the Chief Financial
Officer and Chief Accounting Officer position while the Company
conducts a search for a permanent Chief Financial Officer.  Mr.
Cornely, presently the Company's Executive Vice President and
Chief Operating Officer, held the position of Chief Financial
Officer from 1997 until 2001.  Prior to that time, Mr. Cornely was
a partner with Coopers & Lybrand, currently known as
PricewaterhouseCoopers.
    
"We would like to thank Melinda for her contributions to Glimcher
during her tenure with us," said Michael P. Glimcher, President.  
"We wish her well in her future endeavors.  We are extremely
pleased to be able to call upon Bill Cornely's expertise and
dedication in the accounting and financial aspects of our
business."

                   About the Company

Glimcher Realty Trust, a real estate investment trust, is a
recognized leader in the ownership, management, acquisition and
development of enclosed regional and super-regional malls, and
community shopping centers.

Glimcher Realty Trust's common shares are listed on the New York
Stock Exchange under the symbol "GRT."  Glimcher Realty Trust's
Series F and Series G preferred shares are listed on the New York
Stock Exchange under the symbols "GRT-F" and "GRT-G,"
respectively.  Glimcher Realty Trust is a component of both the
Russell 2000(R) Index, representing small cap stocks, and the
Russell 3000(R) Index, representing the broader market.

                         *    *    *

As reported in the January 27, 2004 edition of The Troubled
Company Reporter, Standard & Poor's Ratings Services assigned its
'B' rating to Glimcher Realty Trust's $150 million 8.125% series G
preferred stock issuance. At the same time, Standard & Poor's
affirmed its 'BB' corporate credit rating on Glimcher and its 'B'
preferred stock rating. The affirmation impacts $188 million of
preferred stock outstanding. The outlook is stable.

"The assigned rating acknowledges Glimcher 's below-average
business position and its relatively aggressive financial
profile," said credit analyst Elizabeth Campbell. "The ratings are
supported by a relatively well-occupied and profitable (but
comparatively smaller) portfolio, which generates stable,
predictable cash flow from a diverse and moderately creditworthy
tenant base. Glimcher management has been successful in buying out
its joint venture partners' interests in seven mall properties,
which helps leverage the company's existing operating platform and
reduce complexity. The company now wholly-owns all of its 25 mall
properties. However, these strengths are offset by generally
higher leverage and historically high bank line usage, a mostly
encumbered portfolio and weak coverage of total obligations
(including the common dividend), and vacancy issues in its non-
core community center portfolio."


GLOBAL ENVIRONMENTAL: Case Summary & 20 Largest Creditors
---------------------------------------------------------
Debtor: Global Environmental Services Group, LLC
        P.O. Box 2254
        Honolulu, Hawaii 96804

Bankruptcy Case No.: 04-00748

Type of Business: The Debtor operates an environmental clean-up
                  service in Hawaii and a manufacturing facility
                  in California.

Chapter 11 Petition Date: March 24, 2004

Court: District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtor's Counsel: Jerrold K. Guben, Esq.
                  Reinwald O'Connor & Playdon
                  733 Bishop Street, Floor 24
                  Honolulu, HI 96813
                  Tel: 808-524-8350
                  Fax: 808-531-8628

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
First Hawaiian Bank                      $1,800,591
1590 Kapiolani Boulevard
Honolulu, HI 96814

Hawaiian State Tax Collector                $81,936

Alfred I. Castillo, LLC                     $75,000

JP Leake                                    $57,000

Allied Machinery Corp.                      $41,209

Pigs Unlimited, Inc.                        $31,768

Earl M. Ching, Esq.                         $20,495

Stanton Clay Chapman Crumpton & Iwamura     $20,112

Perma-Fix Government Services               $18,556

Fastenal Company                            $18,042

Chemical Waste Management                   $12,315

Larsen's Tool Repair                        $10,788

Crosby & Overton, Inc.                       $9,074

US Ecology                                   $8,950

Eagle Global Logistics                       $8,519

Controlled Motion Solutions                  $8,473

Flint Hydrostatics, Inc.                     $8,449

Safety Systems Hawaii, Inc.                  $8,372

Paychex                                      $7,504

HEMIC                                        $6,415


GOLDEN SAND ECO-PROTECTION: Installs Traci Anderson as New Auditor
------------------------------------------------------------------
On February 15, 2003, Golden Sand Eco-Protection Inc. engaged
Traci Anderson, C.P.A. as its independent auditor. The decision to
appoint the new independent accountant was recommended  and
approved by the Company's Board of Directors.

A previously filed statement with the SEC discussed the dismissal
of Bongiovanni & Associates, P.A. as independent accountants. The
reports of Bongiovanni & Associates, P.A. on the financial
statements of the Company for the past fiscal year contained an
opinion of a going  concern uncertainty.

The Company incurred net losses of $5,285 for the six months ended
June 30, 2003, and has an accumulated deficit of $105,777. As a
result, the Company has a negative working capital and a
deficiency in assets. The ability of the Company to continue as a
going concern is dependent upon its ability to obtain financing
and achieve profitable operations. The Company anticipates meeting
its cash requirements through the financial support of its
management until such time as it begins operations. The
financial statements do not include any adjustments that might be
necessary should the Company be unable to continue as a going
concern.

Golden Sand Eco-Protection, Inc. , a development stage company, is
a Florida corporation formed in December 1999, primarily to
provide memorial products and services through the Internet.


GS MORTGAGE: Fitch Takes Rating Actions on 3 Securitizations
------------------------------------------------------------
Fitch has taken rating actions on the following GS Mortgage
Securities Corp. mortgage pass-through certificates as follows:
Series 2002-3F, Group 1

        --Class IA affirmed 'AAA';
        --Class IB-1 upgraded to 'AAA' from 'AA';
        --Class IB-2 upgraded to 'AA' from 'A';
        --Class IB-3 affirmed 'BBB';
        --Class IB-4 affirmed 'BB';
        --Class IB-5 affirmed 'B'.

Series 2002-3F, Group 2

        --Class IIA affirmed 'AAA';
        --Class IIB-1 upgraded to 'AAA' from 'AA';
        --Class IIB-2 upgraded to 'AAA' from 'A';
        --Class IIB-3 upgraded to 'AA' from 'BBB';
        --Class IIB-4 upgraded to 'BBB+' from 'BB';
        --Class IIB-5 affirmed 'B'.

Series 2002-6F

        --Class A affirmed 'AAA';
        --Class B-1 upgraded to 'AAA' from 'AA;
        --Class B-2 upgraded to 'AAA' from 'A';
        --Class B-3 upgraded to 'AA+' from 'BBB';
        --Class B-4 upgraded to 'A' from 'BB';
        --Class B-5 upgraded to 'BBB' from 'B'.

Series 2002-11F

        --Class A affirmed 'AAA';
        --Class B-1 upgraded to 'AAA' from 'AA';
        --Class B-2 upgraded to 'AA' from 'A';
        --Class B-3 upgraded to 'A' from 'BBB';
        --Class B-4 upgraded to 'BBB-' from 'BB';
        --Class B-5 affirmed at 'B'.

The upgrades are being taken as a result of low delinquencies and
losses, as well as increased credit support levels. The
affirmations are due to credit enhancement consistent with future
loss expectations.


HALE-HALSELL: Signs-Up Conner & Winters as Special Counsel
----------------------------------------------------------
Hale-Halsell Company asks permission from the U.S. Bankruptcy
Court for the Northern District of Oklahoma to employ Conner &
Winters as its special counsel.

The Debtor reports that it needs the assistance of special counsel
to represent and assist it with respect to the following matters:

   a. investigation into the financial affairs of United
      Supermarkets and negotiation of a sale of the United
      Supermarkets stock;

   b. the negotiation and assertion of any damage claims or
      corporate governance claims related to the Hale-Halsell's
      ownership of United Supermarkets stock, including but not
      limited to any litigation concerning United Supermarkets
      involving causes of action not founded in or based on the
      Bankruptcy Code;

   c. the business operations concerning, and negotiation and
      sale of, any of Hale-Halsell's real estate, including but
      not limited to the warehouse in Durant, the
      warehouse/office complex at 9111 E. Pine in Tulsa, the two
      Grand Lake cabins, and any other parcels of real estate
      owned by Hale-Halsell;

   d. the negotiation and resolution of any claims regarding
      life insurance loans upon any life insurance policies
      owned by the Debtor on any present or former executives of
      the Debtor;

   e. completion of any matters pertaining to the sale of the
      assets of Petty's Fine Foods, Inc and negotiation and sale
      of the stock thereof;

   f. the negotiation and sale of any assets or stock of Fadler,
      Inc.;

   g. the negotiation and sale of any assets or stock of Gro-
      Mor, Inc.;

   h. the negotiation and sale of any assets or stock of Plaza
      Redbud, Inc.;

   i. the negotiation and sale of any assets or stock of Star
      Entertainment, Inc.;

   j. the negotiations and sale of any assets or stock of
      Foodland, Inc.;

   k. the negotiation and sale of substantially all of the
      assets or stock of Git-n-Go, Inc.;

   l. negotiations with F&M Bank & Trust Co. with regard to the
      matters set forth herein;

   m. corporate governance matters pertaining to Hale-Halsell
      and/or any of its subsidiaries; and

   n. background information to be provided to the Debtor's
      general bankruptcy counsel or to the Debtor's management
      with regard to matters upon which Conner & Winters worked
      prepetition.

Andrew R. Turner, Esq., reports that the Debtor paid Conner &
Winters $10,000 as retainer.  The Firm's customary hourly rates
were not disclosed.

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.


HEALTHSOUTH CORPORATION: Board Member Larry Striplin Resigns
------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) announced that
Larry Striplin, Jr. has voluntarily resigned from the HealthSouth
Board of Directors effective April 2 as part of the previously
announced board transition plan.

Joel C. Gordon, Interim Chairman of the Board of HealthSouth said,
"I want to thank Larry for his dedicated service and his efforts
on behalf of the Company and its shareholders."

"It has been an honor to be part of this remarkable company," said
Striplin. "I wish my fellow directors and the enormously dedicated
employees of HealthSouth every success as they move forward."

                        About HEALTHSOUTH

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, with nearly 1,700 locations nationwide and abroad.
HealthSouth can be found on the Web at http://www.healthsouth.com/


HIDDEN POINTE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hidden Pointe Properties, L.P.
        3811 Turtle Creek Boulevard, Suite 1850
        Dallas, Texas 75219

Bankruptcy Case No.: 04-65132

Type of Business: The Debtor is the owner of an apartment
                  project including 440 separate units located
                  in Stone Mountain, Georgia.

Chapter 11 Petition Date: March 29, 2004

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsels: Carole Thompson Hord, Esq.
                   John A. Christy, Esq.
                   Schreeder, Wheeler & Flint, LLP
                   1600 Candler Building
                   127 Peachtree Street, North East
                   Atlanta, GA 30303-1845
                   Tel: 404-954-9858

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Alexander Properties Group,   Trade debt                 $60,000
Inc.

Maintenance Warehouse         Trade debt                 $55,184

Creative Carpet Care          Trade debt                 $33,000

DeKalb County Sanitation      Trade debt                 $20,305

Century Maintenance Supply    Trade debt                 $15,920

Borders N Blooms Landscaping  Trade debt                 $15,300

Shaw's Painting & Cleaning    Trade debt                 $14,900

Trans-Atlantic Ind.           Trade debt                 $14,588

Perry's Professional          Trade debt                 $12,815
Services, Inc.

Hughes MRO/Chad Atlanta       Trade debt                 $12,058

Mejia Painting                Trade debt                 $11,675

Elite Door Design             Trade debt                 $11,122

For Rent Magazine             Trade debt                 $10,035

Culpepper & Associates        Trade debt                  $9,016
Security

BFI Of Georgia                Trade debt                  $8,237

Combined Tech Partners        Trade debt                  $7,795

T&T Team Landscape            Trade debt                  $6,237
Management

Parham, J.N.                  Trade debt                  $6,000

Mikes Carpet & Oakton         Trade debt                  $5,857
Hardwood

Handytrac Systems             Trade debt                  $5,095


HIGH VOLTAGE: Brings-In Grant Thornton as Tax Consultants
---------------------------------------------------------
High Voltage Engineering Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, to employ Grant Thornton LLP as their
independent accountants and tax consultants.

Grant Thornton had been the Debtors' independent auditors,
accountants and tax consultants since December 1991.  By reason of
its standing relationship, Grant Thornton has acquired invaluable
knowledge of the Debtors' affairs.

In this retention, Grant Thornton will:

   a) perform audit services and limited quarterly review;

   b) assist in the preparation of income tax returns through
      tax return review services and render other tax compliance
      and consulting services;

   c) render accounting assistance in connection with schedules
      required by the Court;

   d) confer with the Debtors on the preparation of submissions
      to the Court;

   e) consult with the Debtors in preparation of testimony
      required of Grant Thornton, as may be required; and

   f) assist with such other matters as management or counsel to
      the Debtors may request from time to time.

James J. Rita, Jr., reports that Grant Thornton will bill the
Debtors at a discount rate of 15% from its standard hourly rate:

   Designation                Standard Rates   Billing Rates
   -----------                --------------   -------------
   Audit & Tax Partner        $504 per hour    $428 per hour
   Audit Concurring Partner   $504 per hour    $428 per hour
   Regional Reviewing Partner $684 per hour    $581 per hour
   Tax Partner                $570 per hour    $485 per hour
   Audit Experienced Manager  $300 per hour    $255 per hour
   Tax Manager                $306 per hour    $260 per hour
   Audit Experiences Senior   $168 per hour    $143 per hour
   Audit Staff                $150 per hour    $128 per hour
   Administrative Staff       $150 per hour    $128 per hour

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


ICEWEB INC: Says Sherb & Co. as New Auditor is More Cost-Effective
------------------------------------------------------------------
Daszkal Bolton LLP, Certified Public Accountants, by letter dated
February 17, 2004, was dismissed as the independent accountant for
IceWeb, Inc. Daszkal Bolton had been the independent accountant
for, and audited the financial statements of, the Company for the
fiscal years ended September 30, 2002 and 2001.

The reports of Daszkal Bolton on the financial statements of the
Company for the past two fiscal years expressed that the financial
statements were prepared assuming that the Company would continue
as a going concern. This qualification was attributable to the
circumstance that the Company had suffered recurring losses from
operations and had a net capital deficiency.

The Company's Board of Directors unanimously approved the
dismissal of Daszkal Bolton.

The Company engaged Sherb & Co., LLP as its new independent
accountants as of February 13, 2004 as the Company's Board of
Directors determined that it would be more cost effective and
efficient using the services of Sherb.

IceWEB offers a comprehensive branded network of Online Training,
CMS, and Integration products and services to consumers and
businesses worldwide.


INSITE VISION: Recurring Losses Trigger Going Concern Doubt
-----------------------------------------------------------
As required by a recently adopted rule of the American Stock
Exchange, InSite Vision Incorporated (Amex: ISV) announced that
the Company's Annual Report on Form 10-K included an explanatory
paragraph by its independent auditors in their audit report
referring to the Company's recurring operating losses and a
substantial doubt about the Company's ability to continue as a
going concern. This audit report, which was dated March 12, 2004
and filed with the Securities & Exchange Commission on March 30,
2004, related to the Company's financial statements for fiscal
year ended December 31, 2003.

As previously announced on March 26, 2004, InSite Vision received
approximately $1.8 million, net of placement fees, from the
initial closing of a total private placement that will yield
aggregate gross proceeds of $16.5 million if the final closing
occurs. The Company's ability to receive the remainder of the
funds will be subject to receipt of stockholder approval to
increase the authorized number of outstanding shares of InSite
Vision common stock and to approve the terms and other standard
conditions of the transaction under American Stock Exchange rules.
InSite Vision will be seeking the necessary stockholder approval
at its annual meeting of stockholders, which is scheduled for June
1, 2004. If stockholder approval is received and the final closing
of the March private placement occurs, InSite Vision expects that
it will have sufficient funds to continue its operations until
approximately the third quarter of 2005.

InSite Vision is an ophthalmic products company focused on ocular
infections, glaucoma and retinal diseases. In the area of
glaucoma, the Company conducts genomic research using TIGR and
other genes. A portion of this research has been incorporated into
the Company's OcuGene(R) glaucoma genetic test for disease
management, as well as ISV-205, its novel glaucoma therapeutic.
ISV-205 uses InSite Vision's proprietary DuraSite(R) drug-delivery
technology, which also is incorporated into the ocular infection
product ISV-401, and InSite Vision's retinal disease program.
Additional information is at http://www.insitevision.com/


INTEGRATED HEALTH: Rotech Wants Until July 8 to File Final Report
-----------------------------------------------------------------
The Reorganized Rotech Debtors ask the Court to further:

   (a) delay the automatic entry of a final decree closing these
       cases until August 5, 2004; and

   (b) extend the date for filing a final report and accounting
       to the earlier of July 8, 2004 or 15 days before the
       hearing on any motion to close the Reorganized Rotech
       Debtors' cases.

According to Edmon L. Morton, Esq., at Young Conaway Stargatt &
Taylor, in Wilmington, Delaware, there are still disputed claims
that have not been resolved or litigated.  The Reorganized Rotech
Debtors want to have a full opportunity to continue to prosecute
or resolve pending claim objections and other matters.  In fact,
the Reorganized Rotech Debtors are preparing to present evidence
to the Court in connection with certain adjourned claim
objections.  As for filing the final report and accounting, Mr.
Morton explains, the Reorganized Rotech Debtors seek an extension
because the jurisdiction of the Court may still be necessary
while the claims administration process is ongoing.

The Court will convene a hearing on April 22, 2004 to consider
the Reorganized Rotech Debtors' request.  By application of
Del.Bankr.LR 9006-2, the deadline for Rotech to file a final
report and the deadline to enter a final closing decree is
automatically extended through the conclusion of that hearing.

Headquartered in Owings Mills, Maryland, Integrated Health
Services, Inc. -- http://www.ihs-inc.com/-- IHS operates local  
and regional networks that provide post-acute care from 1,500
locations in 47 states. The Company filed for chapter 11
protection on February 2, 2000 (Bankr. Del. Case No. 00-00389).
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the Debtors in their restructuring efforts.  On
September 30, 1999, the Debtors listed $3,595,614,000 in
consolidated assets and $4,123,876,000 in consolidated debts.
(Integrated Health Bankruptcy News, Issue No. 73; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


INTERNATIONAL PAPER: Releasing 1st Quarter Earnings on April 23
---------------------------------------------------------------
International Paper (NYSE: IP) will release first-quarter 2004
earnings on Friday, April 23, 2004, before the opening of the New
York Stock Exchange. The company will host a webcast to discuss
earnings and current market conditions at 11 a.m. EST that day.

All interested parties are invited to listen to the webcast via
the company's Internet site at http://www.internationalpaper.com/
by clicking on the Investor Information button. Registration is
required at the Web site in advance of the webcast and will be
available beginning at 3 p.m. EST, on Thursday, April 22.

A replay of the webcast will also be on the Web site beginning
At approximately 1 p.m. EST on Friday, April 23.
   
International Paper -- http://www.internationalpaper.com/-- is
the world's largest paper and forest products company. Businesses
include paper, packaging, and forest products. As one of the
largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative(R) program, a system that ensures the
perpetual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.
Headquartered in the United States, International Paper has
operations in over 40 countries and sells its products in more
than 120 nations.

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB+' preferred stock ratings to International Paper
Co.'s $6 billion mixed shelf registration.


INT'L STEEL: S&P Rates Proposed $600MM Sr. Unsec. Notes at BB
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
Richfield, Ohio-based steel manufacturer International Steel Group
Inc.'s (ISG) proposed $600 million senior unsecured notes due
2014. Standard & Poor's at the same time affirmed its 'BB'
corporate credit rating and 'BB+' senior secured bank loan rating
on the company. The outlook is positive.

"The company's total debt was about $625 million at Dec. 31, 2003.
Proceeds from the proposed notes offering will be used to
refinance ISG's term loan B and for general corporate purposes,"
said Standard & Poor's credit analyst Paul Vastola. Among other
potential uses, the transaction will provide cash liquidity to
allow ISG to fund its proposed $255 million acquisition of
bankrupt Weirton Steel Corp., which remains subject to approval by
the U.S. Bankruptcy Court and satisfaction of other customary
conditions.

The ratings on ISG reflect its leading market position in the
highly cyclical and competitive North American steel industry, its
competitive cost position, and moderate financial policies. ISG
was formed through the acquisitions of bankrupt steel companies
LTV, Acme, and Bethlehem Steel. Unlike some other unionized steel
producers, ISG does not have burdensome legacy costs, or the high
number of employees it had before these acquisitions. ISG is
expected to fully realize its estimated annual cost savings of
$250 million in 2004, because it has reduced headcount at
Bethlehem by 3,100. These combined savings provide a meaningful
cost advantage compared with competing unionized steel companies
in the U.S. that are facing rising labor and legacy costs. ISG's
management uses a mini-mill strategy, such as establishing
flexible work rules and profit sharing. ISG plans to implement a
similar strategy with Weirton, and already has an agreement for a
new contract with Weirton's unions similar to its existing
contracts, including reducing labor by about one-third, and
establishing more flexible work rules and benefits. Nevertheless,
although some of its costs have become more variable, this remains
a business with a high degree of operating leverage, and requires
the company to operate at high levels of capacity utilization to
remain profitable.


INTERNATIONAL WIRE: Pays $1.2 Million Critical Vendors' Claims
--------------------------------------------------------------
International Wire Group, Inc., and its debtor-affiliates sought
and obtained approval from the U.S. Bankruptcy Court for the
Southern District of New York to pay the prepetition claims of
their critical vendors to preserve prepetition trade
relationships.

The Debtors purchase goods and services from certain domestic and
foreign vendors, who are generally the Debtors'
long-standing, preferred, limited-source suppliers without whose
goods and services the Debtors could not operate effectively.

Unlike other vendors who may be replaceable without disruption to
the business, preferred, limited-source suppliers are virtually
irreplaceable absent extraordinary expense, significant delay,
quality issues, or other detrimental effects.

Support from its Critical Vendors on an ongoing basis is vital to
their reorganization process, the Debtors point out. The goods and
services provided by the Critical Vendors need to continue in
these chapter 11 cases if substantial harm and loss of enterprise
value is to be avoided.

Based upon historical performance, the Debtors estimate that
Critical Vendors are owed prepetition amounts aggregating
approximately $1,200,000.

The Debtors' Critical Vendors fall into 7 general categories, each
a preferred limited-source supplier:

      i) the Durango Facility Partners,
     ii) Copper Vendors,
    iii) Replacement Equipment Suppliers,
     iv) Insulating Compound Suppliers,
      v) Copper Strand Suppliers,
     vi) Tin, Alloys, and Specialty Metals Vendors, and
    vii) Shipping Supply Vendors.

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.


INTERPUBLIC GROUP: Fitch Revises Outlook to Stable from Negative
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings on The Interpublic Group of
Companies, Inc.'s (IPG) senior unsecured debt at 'BB+', multi-
currency bank credit facility at 'BB+' and convertible
subordinated notes at 'BB-'. The Rating Outlook has been revised
to Stable from Negative. Approximately $2.3 billion of debt is
affected. The ratings on IPG's debt consider the progress made
with its cost structure and strengthened balance sheet as well as
the company's position as a leading global advertising holding
company and its diverse client base with long term relationships
with key accounts. Of concern remains the resolution of the
operation of the Silverstone racetrack and the sizeable related
liabilities and negative organic revenue growth.

The Stable Outlook reflects Fitch's expectation that IPG's
turnaround efforts have begun to steady operating earnings and
cash flow generation. Also acknowledged are the improvements to
IPG's balance sheet and its success in resolving certain non-
operating issues that have been a distraction for the company's
management, including the shareholder lawsuits and asset
dispositions.

IPG has executed a restructuring program and system infrastructure
improvements as part of its efforts to stabilize the operating
performance of the company. As a result, there has been
improvement in year-over-year quarterly EBITDA margins in the
third and fourth quarters of 2003. EBITDA margin in the third and
fourth quarters of 2003 was 12% and 19.4%, respectively, compared
to 9.1% and 12.4%, respectively in 2002. Fitch expects moderate
operating improvement in 2004. Nonetheless, IPG's operating
results remain weak compared to historical levels and its
principal competitors. Organic revenue growth continues to be
negative and IPG has experienced client losses at Lowe & Partners
Worldwide and Foote, Cone & Belding Worldwide, lead agencies at
two of its three large global operating groups.

IPG has strengthened its balance sheet through the extension of
the effective maturities on its debt, resulting from the March
2003 debt issuance, as well as lower balances, resulting from
asset sales and the December 2003 equity issuance. As a result,
IPG has sufficient liquidity to meet future obligations as it
continues to execute its turnaround plan. Pro forma for the
January 2004 redemption of the approximately $245 million 1.8%
convertible subordinated notes, IPG had about $1.75 billion of
cash and $2.3 billion of debt at December 31, 2003.


KB HOME: Leslie Moonves & Melissa Lora Join Board of Directors
--------------------------------------------------------------
KB Home (NYSE: KBH), one of the nation's premier homebuilders, has
elected two new directors at its annual meeting of shareholders.  
Leslie Moonves, chairman and chief executive officer of CBS, and
Melissa Lora, chief financial officer of Taco Bell, will be
joining the board of directors of the company.  The elections
bring the total number of KB Home directors to 11, of which 10 are
non-employee directors of the company.

"I am thrilled to have these two talented and accomplished
executives join the KB Home board of directors, and welcome their
insight and contributions in the years ahead," said Bruce Karatz,
KB Home's chairman and chief executive officer.

"Leslie has an exceptional track record as an industry leader
making him an outstanding addition to our board," continued
Karatz.  "His marketing savvy and intimate knowledge of trends in
our target demographic will be invaluable as we continue to expand
our leadership positions in markets from coast-to-coast.  At the
same time, I look forward to drawing upon Melissa's financial
prowess and extensive experience in a fast-paced, consumer-
oriented business."

                     About Leslie Moonves
    
Moonves joined CBS, Viacom's broadcast television group, in July
1995 as president of CBS Entertainment, and was elevated to his
current position in April 2003.  Under his leadership, CBS has
become America's most watched network.  He currently oversees all
of CBS's programming, sales and marketing operations.  His vast
responsibilities include oversight of CBS Entertainment, CBS News,
CBS Sports, the Viacom Television Stations Group, UPN, CBS
Enterprises, and CBS Broadcast International.  Before coming to
CBS, Moonves had been president of Warner Bros. Television since
July 1993, when Warner Bros. and Lorimar Television combined
operations.  From 1989 to 1993, he was president of Lorimar
Television.

Moonves is a member of the NCAA Advisory Board, the board of
directors of the Los Angeles Free Clinic, the board of trustees of
the Entertainment Industries Council, a trustee of the National
Council for Families and Television and the American Film
Institute and is past president of the Hollywood Radio and
Television Society (HRTS).  He is also co-chair of the Los Angeles
Board of Governors of the Museum of Television and Radio.  In
March 2003, Moonves was honored by the International Radio and
Television Society as the recipient of the Gold Medal Award, the
most prestigious honor in media and entertainment.  He is a
graduate of Bucknell University.

                       About Melissa Lora
    
Lora has served as chief financial officer of Taco Bell, Corp., a
subsidiary of Yum! Brands, Inc., since 2001.  In this role, she is
responsible for the strategic planning and financial reporting of
the nation's leading Mexican-style quick service restaurant chain
with more than $5 billion in annual system sales.  In her 17-year
career with the company, Lora has played a significant role in the
company's mergers and acquisitions efforts and has led Taco Bell's
focus on building financial capability for its franchise
community.  Prior to being named CFO, Lora ran Taco Bell's
Northeast operations, where she laid the foundation for excellent
long term brand growth.  A licensed real estate broker in
California, Lora has also managed Taco Bell's national real estate
assets.

Lora serves on the Taco Bell National Purchasing Co-Op board of
directors and is a member of the Unified Foodservice Purchasing
Co-Op as well as the Discovery Science Center in Santa Ana,
California.  She holds a Bachelor of Arts degree in finance and
real estate from California State University, Long Beach, and an
MBA in corporate finance from the University of Southern
California.

                        About KB Home
    
Building homes for nearly half a 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%.


LENNAR CORPORATION: Moody's Raises Ratings Outlook to Positive
--------------------------------------------------------------
Lennar Corporation (NYSE: LEN and LEN.B), one of the nation's
largest homebuilders, announced that Moody's Investors Service has
raised Lennar's ratings outlook to positive from stable.  At the
same time, Moody's confirmed all of the company's existing
ratings, including the senior implied rating, issuer rating, and
the ratings on the company's senior notes at Baa3 and on its
senior subordinated debt at Ba2.

Moody's said, "The change in Lennar's ratings outlook reflects the
company's improving financial results and profile and
strengthening liquidity as well as Moody's expectation that the
company will continue to execute its growth strategy in a
disciplined manner."

Moody's also commented, "The ratings reflect Lennar's long and
consistent history of revenue and earnings growth, successful
track record in integrating acquisitions, diversification, large
equity base, and significant management ownership.  At the same
time, the ratings consider the financial and integration risks
that accompany an active acquisition policy, ongoing share
repurchase program, substantial off-balance sheet joint venture
and partnership debt, and larger-than-industry-average lot
position."

Lennar Corporation, founded in 1954, is headquartered in Miami,
Florida and is one of the nation's leading builders of quality
homes for all generations, building affordable, move-up and
retirement homes.  Under the Lennar Family of Builders banner, the
Company includes the following brand names: Lennar Homes, U.S.
Home, Greystone Homes, Village Builders, Renaissance Homes, Orrin
Thompson Homes, Lundgren Bros., Winncrest Homes, Patriot Homes,
NuHome, Barry Andrews Homes, Concord Homes, Cambridge Homes,
Coleman Homes and Rutenberg Homes.  The Company's active adult
communities are primarily marketed under the Heritage and
Greenbriar brand names.  Lennar's Financial Services Division
provides mortgage financing, title insurance, closing services and
insurance agency services for both buyers of the Company's homes
and others.  Its Strategic Technologies Division provides high-
speed Internet access, cable television and alarm installation and
monitoring services to residents of the Company's communities and
others.  For more information, go to http://www.lennar.com/


LEVEL 3 COMMS: First Quarter Conference Call Set for April 29
-------------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT) will release its first
quarter 2004 results on Thursday April 29, 2004, and will host a
conference call at 11 a.m. Eastern time.
    
The first quarter conference call will be broadcast live on Level
3's website at http://www.Level3.com/  

If you are unable to join the call via the web, you may access the
call at 612-326-1011.  You may also email questions to
Investor.Relations@Level3.com.
    
The call will be archived and available on our website at
http://www.Level3.com/or you may access an audio replay until  
11:59 PM Eastern time on April 30, 2004 by dialing 320-365-3844
access code 724885.  For additional information please call 720-
888-2502.

                About Level 3 Communications
    
Level 3 (Nasdaq: LVLT) is an international communications and
information services company.  The company operates one of the
largest Internet backbones in the world, is one of the largest
providers of wholesale dial-up service to ISPs in North America
and is the primary provider of Internet connectivity for millions
of broadband subscribers, through its cable and DSL partners.  The
company offers a wide range of communications services over its
22,500-mile broadband fiber optic network including Internet
Protocol (IP) services, broadband transport, colocation services,
and patented Softswitch-based managed modem and voice services.  
Its Web address is http://www.Level3.com/

                        *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services assigned its 'CC' rating to Level 3
Communications Inc.'s shelf drawdown of $250 million convertible
senior notes due 2010. The outlook is negative.

Although cash proceeds improve Level 3's liquidity, Standard &
Poor's is still concerned about the company's ability to withstand
prolonged industry weakness, and risk from its acquisition
strategy.


MADISON SQUARE: S&P Assigns Low-B Ratings to 6 Series 2004-1 Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Madison
Square 2004-1 Ltd./Madison Square 2004-1 Corp.'s $1.056 billion
CMBS-backed notes series 2004-1.

The ratings reflect the credit support provided by the subordinate
certificates and the property type and geographic diversification
of the underlying loans.

Classes A through L will be offered in a Rule 144A transaction.
The remaining classes will be distributed to members of the seller
or retained by a seller subsidiary.

The collateral will include all or a portion of 33 classes of
subordinated fixed-rate CMBS, three classes of subordinated
floating-rate CMBS, and all or a portion of four classes of
subordinated fixed-rate certificates issued in connection with a
resecuritization of previously issued CMBS.

                        RATINGS ASSIGNED
        Madison Square 2004-1 Ltd./Madison Square 2004-1 Corp.
    
        Class              Rating        Amount ($)
        A                  AAA           95,003,000
        B                  AA+           34,307,000
        C                  AA            34,306,000
        D                  AA-           21,112,000
        E                  A+            21,112,000
        F                  A             21,112,000
        G                  A-            21,112,000
        H                  BBB+          31,667,000
        J                  BBB           23,751,000
        K                  BBB-          97,642,000
        L                  BBB-         122,713,000
        M                  BB+           18,473,000
        N                  BB            29,029,000
        O                  BB-           29,028,000
        P                  B+            22,432,000
        Q                  B             11,875,000
        S                  B-             9,237,000
        T                  N.R.         411,680,864

        IO*                N.R.         600,367,000
        * Interest only.


MANSOUR'S INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mansour's, Inc.
        26 West Lafayette Square
        LaGrange, Georgia 30240

Bankruptcy Case No.: 04-10979

Type of Business: The Debtor is engaged in the retail sale of
                  merchandise from a store located in LaGrange,
                  Georgia, including, ladies and children's
                  wear, accessories, gifts and shoes.

Chapter 11 Petition Date: March 30, 2004

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, North East
                  Atlanta, GA 30303
                  Tel: 404-893-3880

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
------                        ---------------       ------------
Kellwood                                                $138,619

Leegin                                                  $136,876

Wolf Shoe                                               $128,689

Estee Lauder/Clinique                                    $98,846

Josephine Chause                                         $66,682

SWAB                                                     $63,604

Susan Bristol                                            $52,960

Marisa Christina                                         $43,986

Pierre Dumas/Olem Shoe                                   $40,689

Studio Direct                                            $40,577

Telluride                                                $40,422

Karen Kane                                               $39,014

LIZ                                                      $36,596

Consolidated Shoes                                       $34,813

Nautica                                                  $31,980

Polo Men                                                 $28,072

Hickey Freeman                                           $27,647

Duckhead Shoes                                           $25,936

Brown Shoes                                              $25,302

Jones Apparel                                            $24,376


MEGAN GROUP INC: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: The Megan Group, Inc.
             6 Throckmorton Street
             Freehold, NJ 07728

Bankruptcy Case No.: 04-21291

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                     Case No.
     ------                                     --------
     Megan South, Inc.                          04-21293

Type of Business: The Debtors offer comprehensive construction
                  services in design build, construction
                  management, hard bid, governmental plans,
                  constructibility review and value engineering.
                  The company specializes in Retail Construction,
                  office interiors and common areas, educational,
                  religious medical and government buildings, and
                  corporate-owned properties.

Chapter 11 Petition Date: April 2, 2004

Court: District of New Jersey (Trenton)

Debtors' Counsels: Allison M. Berger, Esq.
                   Hal L. Baume, Esq.
                   Fox Rothschild LLP
                   997 Lenox Drive, Building 3
                   Lawrenceville, NJ 08648
                   Tel: 609-896-3600
                   Fax: 609-896-1469

                         Estimated Assets      Estimated Debts
                         ----------------      ---------------
The Megan Group, Inc.    $100,000 to $500,000  $1 M to $10 M
Megan South, Inc.        $50,000 to $100,000   $1 M to $10 M

A. Megan Group, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Brite-Way Electrical Cont.    Subcontractor             $522,743
Inc.
16 Elm Street
South Bound Brook, NJ 08880

Gabe Sganga, Inc.             Subcontractor             $420,702
90 Main Street
Farmingdale, NJ 07727

A-Tech Concrete, Inc.         Subcontractor             $263,883
11 Taylor Road
Edison, NJ 08817

P & P Excavating, Inc.        Subcontractor             $231,323

A & C Masonry Co., Inc.       Subcontractor             $207,243

Architectural Window Mfg.     Subcontractor             $191,142
Corp.

The Gillespie Group, Inc.     Subcontractor             $181,391

CL Corp./ta Lyons Acoustical  Subcontractor             $160,471

J. Strober & Sons, LLC        Subcontractor             $157,225

Vincent Guarino Tile &        Subcontractor             $156,528
Terrazzo

ESR Mechanical Contractors,   Subcontractor             $153,062
Inc.

Classic Floor Finishing       Subcontractor             $140,705

PJ Smith Electrical           Subcontractor             $134,708

Springfield Const. & Mgmt.    Subcontractor             $131,370
Services

Building Services             Subcontractor             $129,585
Installation

J.G. Schmidt Steel            Subcontractor             $125,069

Allglass Systems Inc.         Subcontractor             $115,212

Reed Associates, Inc.         Subcontractor              $98,962

Longo Associates, Inc.        Subcontractor              $97,210

Sponzilli Landscape Group     Subcontractor              $92,500

B. Megan South, Inc.'s 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Fisk Electric                                           $457,358
10125 NW 116th Way #14
Miami, FL 33178

Butterfly Landscaping                                   $218,497

Ferguson Enterprises, Inc.                              $189,124

The Signal Group                                        $188,227

Community Asphalt Corp.                                 $171,413

Hartford, The                 Insurance Premiums        $153,546

Vezina Lawrence & Piscitelli                            $140,425

Ansel Smith Concrete, Inc.                               $95,331

Edwin M. Green Pools                                     $85,555

Hardrives, Inc.                                          $79,621

Continental Florida Materials                            $78,822

Leading Edge Land Services                               $74,365

A-1 Duran Roofing, Inc.                                  $73,915

Atlantis Air Conditioning                                $71,816
Corp.

Steadfast Bridges                                        $70,873

Hanson Pipe & Products                                   $59,716

All Phase Environmental, Inc.                            $56,453

Construction Specialities,                               $55,652
Inc.

Net Construction, Inc.                                   $52,835

Tri County Concrete Products                             $52,221


METALDYNE CORP: Lenders Agree to Forgive Form 10-K Filing Delay
---------------------------------------------------------------
Metaldyne Corporation has received waivers from the required
lenders under its senior secured credit facilities and from the
required parties under its accounts receivable securitization
facility with respect to certain provisions requiring the Company
to deliver financial statements and certain related matters. The
Company is also obligated to provide financial statements under
other debt agreements and under certain of its operating lease
agreements within prescribed periods.

As previously announced, the Company is delayed in filing an
Annual Report on Form 10-K containing audited financial statements
for its 2003 fiscal year ended December 28, 2003 due to an
independent inquiry into certain accounting allegations. In
general, the waivers under the senior credit and accounts
receivable securitization facilities waive the delivery of
financial statements for a period of time ending on the earlier of
June 1, 2004 or the occurrence of certain adverse events,
including a delivery of a notice of default under certain other
agreements. During the waiver period, the Company expects to have
access to its revolving credit facility and to its accounts
receivable securitization, as typically required, subject to
compliance with covenants and other applicable limitations. Copies
of these waivers will be filed with the Securities and Exchange
Commission as Exhibits to a Form 8-K.

In addition, the Company has obtained waivers under its relevant
sale- leaseback documents that are generally no less favorable to
the Company than the waivers received from the Company's senior
lenders. In the event that certain waivers expire or are not
obtained or notices of default are delivered in respect of the
Company's debt securities, the Company could be materially and
adversely affected and lose access to its revolving credit and
accounts receivable securitization facilities. There can be no
assurance that the matters delaying completion of any audit will
be resolved prior to the expiration of any waivers.

                        About Metaldyne

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


MIDWEST GENERATION: Plans to Refinance Parent's $693 Million Debt
-----------------------------------------------------------------
Midwest Generation, LLC, a subsidiary of Edison Mission Energy,
announced that it plans to commence new financings of $1.7
billion, consisting of $700 million of first priority secured
institutional term loans and a private placement of $1 billion of
second priority senior secured notes.  The final aggregate
principal amount of notes and loans and other terms of the notes
will be determined by market conditions.
    
Midwest Generation intends to use the proceeds of the offerings to
refinance $693 million of indebtedness (plus interest) owed by its
direct parent, Edison Mission Midwest Holdings Co., which is
guaranteed by Midwest Generation and is due in December of this
year, and to make termination payments under the Collins Station
lease in the amount of approximately $970 million.  Of this
amount, $774 million will be used to repay debt associated with
the Collins Station lease which also is due in December of this
year.  A new $200 million working capital facility is also being
arranged to replace and extend an existing working capital
facility under which nothing is currently drawn.  This new working
capital facility will share the first lien priority with the term
loans.

The term loans, working capital facility and senior notes will be
secured by, among other things, liens on substantially all of the
coal fired generating plants owned by Midwest Generation.
    
The secured institutional term loans will be placed in the
institutional term loan market.  The notes have not been
registered under the Securities Act of 1933, as amended and may
not be offered or sold in the United States without registration
or an applicable exemption from registration requirements.  

                            *   *   *
    
As reported in the Troubled Company Reporter's December 16, 2003
edition, Standard & Poor's Ratings Services affirmed its 'B'
ratings on Midwest Generation LLC's $333.5 million pass through
certificates due 2009 and $813.5 million pass through certificates
due 2016, and removed the ratings from CreditWatch with negative
implications where they were placed Oct. 16, 2003.

The outlook is negative.

The rating action follows Standard & Poor's affirmation of its
ratings on Edison Mission Energy (EME; B/Negative/--) and Edison
Mission Midwest Holdings Co. (EMM Holdings; B/ Negative/--). EMM
Holdings is a wholly owned subsidiary of EME. The affirmations
followed from EMM Holdings' retirement of its $781 million credit
facility on Dec. 11, 2003 with a $550 million equity infusion from
EME and cash on hand.

"The negative outlook reflects the negative outlook on EME and EMM
Holdings. If the ratings on EME or EMM Holdings falls, the rating
on Midwest Generation will likely fall," said Standard & Poor's
credit analyst Terry Pratt.


MIKOHN GAMING: S&P Affirms B- Ratings & Revises Outlook to Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Las
Vegas, Nevada-based slot-machine manufacturer Mikohn Gaming Corp.
to negative from stable.

At the same time, Standard & Poor's affirmed its ratings on the
company, including its 'B-' corporate credit and senior secured
debt ratings.  Total debt outstanding at Dec. 31, 2003, was about
$64 million.

The outlook revision follows Mikohn's earnings announcement, in
which the company reported a 16% decline in revenues and a 48%
decline in EBITDA, adjusted for various non-recurring charges, for
the fiscal year ended Dec. 31, 2003. "These results were well
below Standard & Poor's previous expectations, due to lower
license fees from slot and table games, and product sales," said
Standard & Poor's credit analyst Peggy Hwan. In 2003, Mikohn
changed its business strategy to focus on game content
development.

The company now seeks to sell its technology and game concepts to
other gaming equipment manufacturers rather than to casino
operators. It will take several quarters to determine if it will
be successful in this transition.  

EBITDA, adjusted for various non-recurring charges, declined from
$18.4 million at Dec. 31, 2002 to $9.7 million at Dec. 31, 2003.  
Although Standard & Poor's expects that Mikohn will see near-term
benefits from its business model transition, significant revenue
growth is not expected given its small position in the gaming
equipment sector and the high degree of competition.


MILLBROOK PRESS: Agrees to Sell Roaring Brook Press to Holtzbrinck
------------------------------------------------------------------
The Millbrook Press, Inc. has reached an agreement to sell its
Roaring Brook Press imprint. The proposed purchaser is Holtzbrinck
Publishers, a group of companies that includes Henry Holt and
Company, Farrar, Straus and Giroux, and St. Martin's Press.

As a chapter 11 debtor in bankruptcy, The Millbrook Press must
obtain approval of the proposed sale from a bankruptcy court. In
addition, other companies that may wish to purchase Roaring Brook
will be given an opportunity to participate in an auction. If no
other potential purchaser emerges at auction and the agreement
with Holtzbrinck is approved, the company anticipates that the
sale will be made final in late April.

It is Holtzbrinck's intention to establish Roaring Brook as a
division of Holtzbrinck Publishers and to retain Roaring Brook's
existing publishing, editorial and marketing staff and
organization. As such, Roaring Brook will continue to operate from
offices in Connecticut. Roaring Brook management will report to
the President and Publisher of Henry Holt and Company, and the
division will be closely affiliated with Holt. For production,
sales, distribution, and other support services, Roaring Brook
will draw on the resources of Henry Holt in particular and
Holtzbrinck more generally.


MIRANT: Inks Stipulation Prepaying Rent Due Under 2 Lease Deals
---------------------------------------------------------------
On December 18 and 19, 2000, two complex leveraged lease
transactions were consummated, whereby Mirant Mid-Atlantic LLC
executed 11 Facility Lease Agreements.  Each Lease has a distinct
"Owner Lessor."  Four of the Leases relate to an electric
generating facility referred to as the Dickerson Base-Load Units
1, 2 and 3 located in Montgomery County, Maryland.  Seven of the
Leases relate to an electric generating facility referred to as
the Morgantown Base-Load Units 1 and 2 located in Charles County,
Maryland.

The Lease Documents are the documents executed concurrently with
or pursuant to the Facility Lease Agreements, including, without
limitation, certain Participation Agreements, Lease Indentures
and Pass Through Trust Agreements.

Under certain of the Lease Documents, U.S. Bank National
Association, as successor by purchase to State Street Bank and
Trust Company of Connecticut, National Association acts as both
the Lease Indenture Trustee and the Pass Through Trustee in
connection with certain promissory notes that were issued by the
various Owner Lessors under the Lease Indentures to three Pass
Through Trusts which then issued pass through certificates to the
"Pass Through Certificate Holders."

Under the Lease Documents, MIRMA is required, among other
obligations, to make semi-annual payments in June and December of
each year.  The amount of the Rent fluctuates from payment to
payment in accordance with the terms of the Lease Documents.

Under the Participation Agreements, MIRMA is required to provide
the Trustee with "Qualifying Credit Support" in an amount
essentially equal to the greater of (a) the Rent to be paid in
the next six months or (b) the average of the next two Rent
payments.  The amount of the Qualifying Credit Support required
under the Lease Documents for the prior period ending as of
December 30, 2003, was approximately $61,286,920 for all 11
Leases in the aggregate, and was provided by MIRMA pursuant to
existing irrevocable letters of credit, which irrevocable letters
of credit presently expire on June 30, 2004.

Per the terms of the Lease Documents, the level of Qualifying
Credit Support that MIRMA is required to provide to the Trustee
through June 30, 2004 increased to approximately $74,558,064 for
all 11 Leases in the aggregate due to increased rent obligations
on four of the 11 leases, leaving a shortfall between the
existing Qualifying Credit Support and the Rent due to be paid by
June 30, 2004 of approximately $13,271,144 in the aggregate.

As of December 30, 2003, MIRMA had no authority to obtain
uncollateralized letters of credit or surety bonds because, among
other things, its access to letters of credit was limited to the
letters of credit available under the DIP Financing that was
obtained by the Debtors postpetition, and those letters of credit
were secured by certain assets of the Debtors, including MIRMA,
making the letters of credit available under the DIP Financing
arguably ineligible to serve as "Qualifying Credit Support."

Rather than increase the amount of Qualifying Credit Support over
the existing uncollateralized letters of credit currently
outstanding in the aggregate amount of approximately $61,286,920,
MIRMA determined that nothing in the Lease Documents prevented it
from reducing the amount of Rent due to be paid on June 30, 2004
-- and thereby reducing the amount of Qualifying Credit Support
required -- by pre-paying the Rent in an amount sufficient that
the remaining Rent payable on June 30, 2004 after application of
such prepayment, would equal the amount of the existing
Qualifying Credit Support of $61,286,920.  Therefore, on
December 30, 2003, MIRMA unilaterally paid to the Trustee
$13,271,144 in cash as a partial pre-payment of Rent.

Accordingly, MIRMA and U.S. Bank stipulate and agree that:

   (1) The $13,271,144 Prepayment MIRMA paid to the Trustee is a
       partial prepayment of its rental obligations under the
       Lease Documents, and was made voluntarily by MIRMA and at
       its sole initiative and request;

   (2) The $13,271,144 Prepayment is approved as an irrevocable
       and absolute prepayment of Rent and cannot be later
       challenged, reversed, recouped, set-off or recovered;

   (3) The Trustee is entitled to retain and apply the
       $13,271,144 Prepayment to the Rent owing under the Lease
       Documents and thereafter disburse these funds and the
       automatic stay imposed pursuant to Section 362 of the
       Bankruptcy Code does not prohibit, apply to, or limit
       same;

   (4) Notwithstanding the $13,271,144 Prepayment, all terms and
       provisions of the Lease Documents, including, without
       limitation:

       (a) the amounts of rental payments set forth in the Lease
           Documents and the last day on which an amount of rent
           can be paid under the Lease Documents without
           interest, penalty and without giving rise to
           remedies for nonpayment;

       (b) the allocation of rental payments to calendar years
           pursuant to the terms of the Lease Documents; and

       (c) the Debtors' ongoing obligation to provide Qualifying
           Credit Support in relation to all future rental
           payments, in the amounts, and as per the terms,
           provided by the Lease Documents, remain in full force
           and effect to the same extent as the same were
           enforceable prior to the making of the $13,271,144
           Prepayment and are not waived, modified or amended by
           it;

   (5) At the Debtors' direction, the $13,271,144 Prepayment is
       to be allocated as:

       (a) $6,279,769 as a partial prepayment of the Rent
           payable on June 30, 2004, in relation to that
           Facility Lease Agreement dated as of December 19,
           2000 entered into by Morgantown OL1 LLC and MIRMA,
           consistent with the terms of the Lease Documents;

       (b) $5,083,622 as a partial prepayment of the Rent
           payable on June 30, 2004, in relation to that
           Facility Lease Agreement dated as of December 19,
           2000 entered into by Morgantown OL2 LLC and MIRMA,
           consistent with the terms of the Lease Documents;

       (c) $953,877 as a partial prepayment of the Rent payable
           on June 30, 2004, in relation to that Facility Lease
           Agreement dated as of December 19, 2000 entered into
           by Morgantown OL3 LLC and MIRMA consistent with the
           terms of the Lease Documents; and

       (d) $953,877 as a partial prepayment of the Rent payable
           on June 30, 2004, in relation to that Facility Lease
           Agreement dated as of December 19, 2000 entered into
           by Morgantown OL4 LLC and MIRMA, consistent with the
           terms of the Lease Documents; and

   (6) The act of the Debtors entering into and performing the
       Stipulation does not in and of itself constitute a
       default or defined "Event of Default" under the Lease
       Documents.

The Trustee reserves its rights and remedies under the Lease
Documents, excepting only that the Trustee is not reserving the
right to assert any right, remedy or claim based on a contention
inconsistent with the Stipulation.

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)


M-WAVE INC: Completes First Step in Silicon Valley Financing Deal
-----------------------------------------------------------------
M-Wave, Inc. (Nasdaq:MWAV), a domestic and international value-
added service provider, and supply-chain manager of high
performance circuit boards, is reporting a further update to the
prior announcement this week of its intent to complete a
receivables purchase facility through Silicon Valley Bank noted in
its SEC filing of Form 12(b)-25 on March 30, 2004.

On March 31, 2004, Silicon Valley Bank, N.A. (Bank) and the
company completed the first of a two-step financing known as "Mini
ABL" that will commence with an accounts receivable purchase
facility. Under the facility, the company can sell to the bank, up
to 85% of the face value of approved invoices, a maximum aggregate
of $3.125 million. The cost of the facility includes a 1/2% one-
time discount, plus the bank's prime rate plus 2.5 percent of
interest periodically. The company and the bank signed the Mini
ABL agreement March 31, 2004. The estimated initial proceeds to
the company were $1.7 million.

A second financing is proposed to replace concurrently the Mini
ABL, but it is subject first to both bank and M-Wave approval. It
is estimated that any funding under the second facility will be
possible on or about June 2004. The proposed financing is expected
to range between $3 and $3.5 million. The revolving credit
facility is based upon advances up to 85% of eligible accounts
receivable with a $500,000 sub-limit on pre-sold inventory that
does not exceed 33% of the total funding at any time.

"We are extremely pleased to report this important step in re-
establishing credibility both in our industry and with our
stakeholders," commented Jim Mayer, M-Wave's Chief Restructuring
Advisor. Mayer went on to say, "Silicon Valley Bank really pushed
hard to meet our demanding timetable, and it should prove to be a
good financial partner both now and up the road ahead."

                      About M-Wave, Inc.

Established in 1988 and headquartered in the Chicago suburb of
West Chicago, Illinois, M-Wave is a value-added service provider
of high performance circuit boards. The company's products are
used in a variety of telecommunications and industrial electronics
applications. M-Wave services customers like Federal Signal on
digital products and Celestica -- Nortel and Remec with its
patented bonding technology, Flexlink II(TM),and its supply chain
management services including Virtual Manufacturing (VM) and the
Virtual Agent Procurement Program (VAP) whereby customers are
represented in Asia either on an exclusive or occasional basis in
sourcing and fulfilling high volume and technology circuit board
production in Asia through the Company's Singapore office. The
company trades on the Nasdaq Small Cap market under the symbol
"MWAV." Visit the Company on its web site at http://www.mwav.com/

                           *   *   *

                 LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

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

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

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

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


NATIONAL CENTURY: Reaches Pact Allowing Individual Balloting
------------------------------------------------------------
Credit Suisse First Boston, Cayman Islands Branch is the record
holder of the Series 2000-4 Variable Funding Note, in the
principal amount of $222,549,020 that was issued by Debtor NPF
XII, Inc.  CSFB sold certain participation interests in the Note
to third parties.  The agreements governing the participations do
not contemplate voting on a plan of liquidation by the Note
Participants.

Furthermore, the Disclosure Statement Order does not expressly
establish a method for the Note Participants to vote their
interests in the Note to accept or reject the Plan.  Thus, the
parties ask the Court to amend the Disclosure Statement Order to
establish a procedure to allow the Note Participants to
separately vote their interests in the Note to accept or reject
the Plan.

With the Court's consent, the Debtors and CSFB stipulate and
agree that CSFB will provide the Debtors with a list identifying
each Note Participant and the amount of the Note participation
held by each Note Participant.

Each Note Participant will be entitled to cast an NPF XII
Individual Noteholder Ballot in the applicable Participant   
Amount to vote to accept or reject the Plan pursuant to the
procedures set forth in the Disclosure Statement Order.  A Note
Participant may transmit the ballot to the Debtors by facsimile.  
If CSFB will have submitted a Noteholder Ballot covering the full
amount of the Note, the amount of the CSFB ballot will be deemed
reduced by the Participation Amounts for which Noteholder Ballots
are duly and timely received from the Note Participants.

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)


NET PERCEPTIONS: Obsidian Gives Up Offer Following Patent Sale
--------------------------------------------------------------
Obsidian Enterprises, Inc. (OTC Bulletin Board: OBDE), a holding
company headquartered in Indianapolis, will withdraw its offer to
provide shareholders of Net Perceptions, Inc. (Nasdaq: NETP) the
opportunity to receive twenty five cents ($0.25) per share in cash
and three one-hundredths (3/100) share of Obsidian common stock
for each share of Net Perceptions common stock.

On March 31, 2004, Net Perceptions announced that it had closed
the previously announced sale of its patent portfolio.  The
closing of the sale caused the failure of one of the conditions to
Obsidian's exchange offer, that Net Perceptions not effect the
disposition of any assets other than in the ordinary course of
business.

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

The amended offer was scheduled to expire at 5:00 PM, New York
City time, on April 14, 2004.
    
Obsidian is a holding company headquartered in Indianapolis,
Indiana.  It conducts business through its subsidiaries: Pyramid
Coach, Inc., a leading provider of corporate and celebrity
entertainer coach leases; United Trailers, Inc., and its division,
Southwest Trailers, manufacturers of steel-framed cargo, racing
ATV and specialty trailers; U.S. Rubber Reclaiming, Inc., a butyl-
rubber reclaiming operation; and Danzer Industries, Inc., a
manufacturer of service and utility truck bodies and steel-framed
cargo trailers.


NEW WORLD: S&P Hatchets Ratings Citing Declining Performance
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on New
World Restaurant Group Inc. to 'CCC+' from 'B-'. The outlook is
negative.

The rating action is based on declining operating performance and
very limited liquidity. An intensely competitive restaurant
environment and changing consumer preferences to low-carbohydrate
diets have pressured performance. New World is especially
vulnerable to changing consumer preferences because it is
dependent on a single primary product -- bagels. Same-store sales
fell 3.5% in 2003, with the trend worsening in the fourth quarter.
Operating margins dropped to 13.6%, from 15.5% the year before.
The decrease was attributed to a decline in sales leverage and
higher food and labor costs associated with changes in menu mix.
As a result, EBITDA  dropped 25% to $34.7 million in 2003.

Standard & Poor's does not expect that New World will be able to
reverse this trend in the near term. Moreover, liquidity is very
limited, with only $6.5 million in available cash and $14 million
of availability on the company's revolving credit facility. More
than $21 million in interest payments are due by July 2004, and
$2.1 million of maturities are due in 2004.

"The ratings on New World reflect the risks associated with the
company's relatively small size in the highly competitive
restaurant industry, its reliance on a single primary product and
day part, weak cash flow protection measures, and a highly
leveraged capital structure," said Standard & Poor's credit
analyst Robert Lichtenstein. The restaurant industry is highly
competitive, with many larger and well-established restaurants
that have substantially greater financial and marketing
resources than New World. In addition, the company is vulnerable
to changing consumer preferences to low-carbohydrate diets because
it is more dependent on a single primary product (bagels) and day
part (breakfast) than its competitors. Barriers to entry are low,
because start-up costs associated with retail bagel and similar
foodservice establishments are not significant. Moreover, local
bagel shops provide effective competition.


NOVA BIOGENETICS: Sherb Resigns After 10-QSB Filing Without Review
------------------------------------------------------------------
By way of letter dated December 16, 2003, the auditors of Nova
Biogenetics Inc., Sherb & Co., LLP resigned, indicating, in part,
that "Effective immediately, we will cease our services as your
auditors. We have reached this decision because it has come to our
attention that you have filed your Form 10-QSB for the quarter
ended September 30, 2003, without our review or consent."

Sherb audited the Company's balance sheet as of fiscal year ended
June 30, 2003 as well as the related statement of operations,
stockholders' deficit and cash flows for the fiscal year ended
June 30, 2003.

The report of Sherb (dated November 14, 2003), on the Company's
aforesaid financial statements expressed substantial doubt about
the Company's ability to continue as a going concern.

The Company has not, as yet, engaged new independent auditors.

Nova Biogenetics (formerly Healthcare Network Solutions)
researches and develops therapeutic agents which are designed to
increase the effectiveness of antibiotic compounds. Nova
Biogenetics' therapeutic agents utilize patented technology which
works with a wide range antibiotic formulas in the areas of bio-
pharmaceuticals, biocides, antimicrobials, and specialty
chemicals.


OCCUPATIONAL HEALTH: Plans Full Promissory Notes Payment this Year
------------------------------------------------------------------
Occupational Health + Rehabilitation Inc (OTCBB:OHRI) reported
financial results for the fourth quarter and calendar year ended
December 31, 2003.

                     Year 2003 Highlights

   -- Revenue of $53,538,000 versus $56,949,000 in 2002.

   -- Center operating profits of $7,229,000 versus $7,146,000 in
      2002.

   -- Income from operations of $1,127,000 versus $1,251,000 in
      2002.

   -- Net loss of $231,000 versus net income of $143,000 in 2002.

   -- EBITDA of $1,717,000 versus $1,767,000 in 2002.

                     Quarter Highlights

   -- Revenue of $13,486,000 versus $14,090,000 in 2002.

   -- Center operating profits of $1,901,000 versus $1,638,000 in
      2002.

   -- Income from operations of $519,000 versus $202,000 in 2002.

   -- EBITDA of $667,000 versus $385,000 in 2002.

   -- Net income of $43,000 versus net loss of $47,000 in 2002.

John C. Garbarino, OH+R's President and Chief Executive Officer,
said "2003 was a difficult year, one in which the anticipated
positive effects on our business of a gradually expanding economy
took longer to materialize than we had expected. Nevertheless, it
was a year of considerable achievement. We acquired nine
occupational health centers we had previously managed and, late in
the year, opened a new center in Augusta, Maine. We also improved
our operating margins and strengthened our balance sheet.

"In January 2003, we acquired four occupational health centers in
Connecticut which we had previously managed and simultaneously
terminated a long-term management contract for seven mixed use,
low margin, centers. In Tennessee, we exited the unprofitable
urgent care market in March, and in May acquired five of the
centers we had previously managed. During the latter half of the
year, we increased prices on various medical services and
procedures. The effect of these actions is reflected in our fourth
quarter operating margins of 14.1%, as compared to 11.6% in 2002,
and an increase of $317,000 in income from operations for the
quarter versus the prior year. As a result, we were able to report
a small profit for the quarter in contrast to a small loss in the
prior year.

"The improved operating performance has yet to translate into a
substantial increase in net income largely because of an increase
in interest expense as a result of the repurchase in March 2003 of
our outstanding Series A preferred stock. The arrangement included
a cash payment of $2.7 million, issuance of $2.7 million of
subordinated promissory notes payable in three equal installments
between March 24 and September 24, 2004, and issuance of 1.6
million shares of common stock. In the short term, this
transaction will utilize a large portion of our cash flow while
also negatively impacting our bottom line. Longer term, we believe
it will significantly enhance shareholder value.

"On March 24, 2004, we elected to repay half of the $900,000 due
on the promissory notes in order to conserve cash resources for
operating purposes. Under the terms of the notes, the interest
rate on the remaining unpaid principal and interest of $2,286,000
increases to 15% from 8% until the default is cured. The waivers
we obtained from the affected parties cover this and any similar
default that may occur through March 31, 2005 in the event we make
additional partial payments. We do, however, expect to repay the
notes in full this calendar year.

"We are encouraged that the improving underlying trends evident in
our business during the last quarter of 2003 have continued into
2004. Same center revenue for the first two months of this year
for occupational health services was up 14% over the prior year.
While much of the increase was price driven, we are seeing a pick
up in new injury visits, a key business indicator. If we continue
to focus on aggressively increasing our market share, adhering to
our clinical model, and maintaining a tight control on our costs,
we believe we shall produce much improved financial results for
the year."

OH+R is a leading occupational healthcare provider specializing in
the prevention, treatment, and management of work-related injuries
and illnesses, as well as regulatory compliance services. The
company operates 36 occupational health centers, and also delivers
workplace health services at employer locations throughout the
United States. OH+R's mission is to reduce the cost of work-
related injuries and illnesses, and other healthcare costs for
employers while improving the health status of employees through
high quality care and extraordinary service. OH+R is expanding its
network of service delivery sites, principally through joint
ventures with hospitals and development of its workplace health
programs.


OWENS CORNING: Acquires Outstanding Shares of Mexican Venture
-------------------------------------------------------------  
Owens Corning acquired from Vitro S.A. de C.V., a Mexican
corporation, the outstanding shares of the holding company that
owns Vitro Fibras, a Mexican- based joint venture of the companies
for $71.5 million. Owens Corning previously held a 40 percent
ownership position in the joint venture, which
was formed in 1957.
    
"This move opens numerous growth opportunities for Owens Corning
in the United States, Mexico and Latin America," said Owens
Corning CEO Dave Brown. "We are excited to be in a position to
serve new customers in these regions, and further support our
current customers by leveraging this new, manufacturing capacity."

The production facilities manufacture a wide range of light-
density, fiber glass products as well as molded pipe, board and
composite reinforcements. The acquisition adds manufacturing
operations in Mexico City and three OEM fabrication facilities
located in Mexicali, Monterrey and San Luis Potosi, Mexico to
Owens Corning's extensive operations in North America.

"The addition of this capacity to our manufacturing network means
we will be able to grow in many of our most-important
reinforcement and insulation markets," said George Kiemle,
president of Owens Corning's Insulating Systems Business. "The
move will have an immediate impact on our ability to provide
more, high-quality products into these markets."

Owens Corning's financial advisor for this transaction was Lazard
Freres & Co. LLC.

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: Wants Go-Signal for OC Korea Stock Redemption
------------------------------------------------------------
In addition to its common stock, Owens Corning Korea, a Korean
corporation and a non-debtor subsidiary of IPM, Inc., has
1,390,000 shares of issued and outstanding preferred stock.  IPM,
a wholly owned, non-debtor subsidiary of Owens Corning, owns 70%
of the OC Korea common stock.  LG Chemical, Ltd., a Korean
corporation and third party, owns 29.2% of the common stock of OC
Korea and 100% of the preferred stock of OC Korea.

J. Kate Stickles, Esq., at Saul Ewing LLP, in Wilmington,
Delaware, tells Judge Fitzgerald that the Preferred Stock was
issued as of March 12, 1999 pursuant to:

   (1) the Sixth Amendment dated as of March 8, 1999 to the
       parties' Joint Venture Agreement dated December 19, 1989;
       and

   (2) the related Share Subscription Agreement dated January 21,
       1999.

Under the terms of the agreements, the Preferred Stock is subject
to mandatory redemption in March 2004.  Due to the Korean
Commercial Code limitations, OC Korea may redeem only 1,150,000
shares of the Preferred Stock in 2004 and will likely redeem the
remaining 240,000 shares of the Preferred Stock in 2005.

Pursuant to the JV Agreement and the Subscription Agreement, Ms.
Stickles reports that the total cost to redeem 1,150,000 shares
of the Preferred Stock is around $11,000,000, consisting of:
   
   (a) about $9,800,000 at a per share price of $8.55; and

   (b) $1,100,000 for the annual dividend due on all of the
       shares of the Preferred Stock, at the rate of 9.5%.

The funds required to redeem 1,150,000 shares of the Preferred
Stock will be obtained from these sources:

   -- $9,200,000 in cash from OC Korea; and

   -- $1,700,000 in cash from a short term loan to OC Korea from
      Shin Han Bank, a third party.

The total cost to redeem 240,000 shares of the Preferred Stock
will be $2,000,000.  The funds required to redeem the 240,000
shares of the Preferred Stock will be obtained from OC Korea's
cash, or borrowing if required, in 2005.

Although OC Korea is a non-debtor, certain of its actions are
governed by a Standstill and Waiver Agreement dated June 19,
2001, among Owens Corning and certain of its affiliates, Credit
Suisse First Boston, as Agent, and certain other lenders under a
prepetition Credit Agreement dated June 26, 1997.  As a "Covered
Non-Debtor" under the Standstill Agreement, OC Korea's actions
may be governed by Section 6(j)(2) of the Standstill Agreement,
which provides that:

     ". . . [W]ith respect to any action outside of the
     ordinary course of business proposed to be taken by
     the Covered Non-Debtors, the Debtors shall seek Court
     approval for such non-ordinary course action to the
     extent that Court approval would be required before
     such action could be taken if and to the extent the
     Non-Debtor Guarantors were operating under Chapter 11
     of the Bankruptcy Code, unless such action is approved
     by the Agent, which approval shall not be unreasonably
     withheld."

Although it is not entirely clear whether Section 6(j)(2) applies
to the transaction, out of an excess of caution, the Debtors ask
the Court to approve the redemption of the Preferred Stock owned
by LG Chemical.

Ms. Stickles explains that the Preferred Stock redemption will
permit OC Korea to avoid what likely would be difficult and
costly arbitration or litigation over the consequences of its
failure to redeem the Preferred Stock, and over what LG Chemical
would no doubt assert would be a failure to comply with the terms
of the JV Agreement and the Subscription Agreement.  In addition,
a failure to redeem the Preferred Stock likely would severely
damage OC Korea's relationship with LG Chemical, which is an
important purchaser of OC Korea's products, as well as for Owens
Corning's composite business throughout Asia.  Furthermore,
although OC Korea will pay interest at a 5.8% rate on about
$1,700,000, it will no longer have to pay dividends on 1,150,000
shares of the Preferred Stock at a 9.5% rate.  Without question,
the failure to redeem the Preferred Stock would jeopardize the
entire OC Korea enterprise, which is an important and valuable
asset.

CSFB has not yet completed the process of considering the
Debtors' request for approval of the redemption of the Preferred
Stock.  The Debtors reserve the right to withdraw this request in
the event CSFB's approval is obtained.

Apparently CSFB approved the request.  Owens Corning delivered a
notice to the bankruptcy court on March 30, 2004, withdrawing its
Motion.

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: Hungary Court Okays Parmalat Hungaria Liquidation
-----------------------------------------------------------------
The Fejer County Court in Hungary granted The Dairy Product
Council's request to liquidate Parmalat Hungaria, according to
Budapest Business Journal.

The Court appointed TM-Line Kft. as liquidator.  According to
Court spokesperson Orsolya Boda, the decision was brought down
after Parmalat Hungaria failed to answer questions related to its
debts to suppliers by a given deadline.  Parmalat Hungaria has
debts totaling HUF270 million overdue for more than 60 days.

The company has 15 days to appeal the decision.

Parmalat Hungaria had previously sought liquidation after an
attempt to find a buyer for the company failed.  

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 NAT'L: Pushing Nod for Proposed Cost Allocation Methodology
----------------------------------------------------------------
National Energy and Gas Transmission, Inc. and its direct and
indirect subsidiaries, including USGen New England, Inc., have
developed a cost allocation methodology to align corporate
expenses with the entities that benefit from the services in an
equitable and efficient manner.  The corporate expenses are
primarily related to labor expenses and general business costs
incurred at the Debtors' corporate headquarters for services,
which are requested by the operating divisions, including
accounting, external relations, finance/treasury, human
resources, IT, legal and tax.  The corporate expenses also
include certain indirect corporate general and administrative
expenses.

Pursuant to the Cost Allocation Methodology, the corporate
expenses are allocated to four distinct business segments, which
are comprised of the three operating divisions and general
restructuring.  The Operating Divisions include:

   (a) the gas transmission pipeline division;

   (b) the independent power plant division; and

   (c) the USGen division.

General restructuring includes the business units that will be
eliminated pursuant to the Debtors' global restructuring plan:

   (a) the energy trading business, which is in the process of
       winding down its operations; and

   (b) certain merchant energy projects, which will be
       transferred to various lender groups.

                         Labor Expenses

Employees who provide services for the benefit of a single
Operating Division are employed and paid by that Operating
Division.  As examples, the IPP employees are paid by Power
Services Company, the GTN employees are paid by PG&E Gas
Transmission Service Company, LLC, and the USGen employees are
paid by USG Services Company, LLC.  In addition, there are
certain employees who provide services that benefit multiple
Operating Divisions.  If an employee is utilized by more than one
Operating Division, the employee cost is charged to the Operating
Divisions based on each Operating Division's utilization of that
employee.  Employees who spend some or all of their time
providing services to business units that will be eliminated have
their costs charged as restructuring expenses.

       Direct Corporate General & Administrative Expenses

Direct corporate general and administrative expenses are those
corporate costs, which directly benefit an individual Operating
Division or multiple Operating Divisions.  The Direct Corporate
G&A Expenses that relate to a single Operating Division are
specifically requested by the Operating Division and directly
charged to that particular Operating Division.  These costs
include ordinary G&A expenses, such as training, subscriptions
and other expenses.  Certain Direct Corporate G&A Expenses
benefit multiple Operating Divisions, such as the costs of shared
services provided by human resources, IT and the corporate
services departments.  Moreover, these costs are allocated to the
Operating Divisions based on the number of employees at each
Operating Division that benefits from the services.

                     Restructuring Expenses

Restructuring expenses include all corporate expenses that relate
to business units being eliminated pursuant to the Debtors Plan.  
Employee costs and corporate G&A costs are paid by NEG unless it
is determined that the costs relate solely to a specific Debtor
or subsidiary.  To the extent that the restructuring expenses
relate to a specific Debtor or subsidiary, those expenses will be
directly charged to that the Debtor-entity.  In addition, all G&A
costs that relate to the energy trading businesses are directly
charged to the ET Debtors.

              Bankruptcy-Related Professional Fees

Bankruptcy-related fees are charged to a Debtor-entity that
benefits from the services.  In most cases, the bankruptcy-
related professional has been retained by an individual Debtor
and is reimbursed directly by that Debtor.  There are several
firms that provide services for the benefit of multiple Debtor-
entities.  These firms submit a single invoice, which
specifically identifies the fees and expenses incurred for
particular Debtors.  NEG pays the fees and then charges each
Debtor-entity based on the fees that are related to the Division.

In the case of fees and expenses associated with the services
provided by Alvarez & Marsal, LLC, the firm was retained to
provide individuals to serve as officers and personnel to assist
the officers, and these officers have provided services at NEG's
direction that have benefited more than one Debtor.  When the
cost has benefited specific Debtors, the cost has been allocated
among those Debtors.  For the period from July 8, 2003 through
February 29, 2004, the Debtors allocated fees for the services to
each Debtor-entity as:

                 NEG                     48.9%
                 USGen                   34.2%
                 ET Debtors              16.9%

When the services provided are for the benefit of all the
Debtors, as in the case of the services of the Chief Executive
Officer/Chief Restructuring Officer and the Chief Financial
Officer, the fees and expenses are allocated based on a
"Distrigas cost allocation."  The fee allocation for the
CEO/CRO and the CFO is consistent with the Debtors' methodology
to allocate the cost of Indirect Corporate G&A Expenses,
including those employees who serve as officers or department
leaders.

                 Indirect Corporate G&A Expenses

While 80% of the Debtors' corporate expenses -- excluding
bankruptcy-related professional fees -- are allocated to the
Divisions, 20% of the Debtors' corporate expenses cannot be
directly attributed to the Divisions.  The majority of the
Expenses relate to NEGT Services Company, LLC employees who work
at the Debtors' corporate headquarters and who provide shared
services functions that benefit the Debtors as a whole, instead
of a particular Division.  The costs, which are primarily related
to the executive, finance/treasury, accounting and human resource
departments, include the labor expense of the Company's officers
who lead the departments.  The Indirect Corporate G&A Expenses
also include shared service G&A expenses that benefit the Debtors
as a whole and cannot be directly attributed to a particular
Division.

The Indirect Corporate G&A Expenses are allocated to the
Divisions pursuant to a cost allocation methodology, which was
first proposed by Distrigas, a natural gas merchant company, and
approved by the Federal Energy Regulatory Commission.  The
Distrigas Methodology was designed to allocate parent company
costs among its subsidiaries when the costs cannot be directly
assigned to specific subsidiaries.  This methodology assigns
equal weighting to each Division's revenue, assets and headcount
to determine each Division's pro-rata share of Indirect Corporate
G&A Expenses.

To ensure fairness and efficiency, the costs must be directly
assigned to a Division, instead of allocated through the
Distrigas Methodology, whenever it is possible to do so.  
Moreover, the Distrigas Methodology may only be applied to
Divisions that receive the benefits associated with the shared
service costs being allocated.

The Senior Management of the Divisions has approved the Distrigas
Methodology, and is required to review the monthly allocation
charges to ensure compliance with the process.  Furthermore, the
financial advisors to the Official Committee of Unsecured
Creditors for NEG and USGen have reviewed the Distrigas
Methodology.

Pursuant to the Distrigas Methodology, the Debtors have allocated
these expenses to the Divisions during the period from
July 8, 2003 through December 31, 2003:

   Division             Allocation Percentage   Invoice Amount
   --------             ---------------------   --------------
   GTN                           23%                $2,652,084
   IPPs                          31%                 3,555,245
   USGen                         28%                 3,168,180
   ET Debtors                     1%                   123,462
   Other Restructuring           17%                 1,933,169
                        ---------------------   --------------
   TOTAL                        100%               $11,432,140
                        =====================   ==============

To ensure that the Indirect Corporate G&A Expenses continue to be
allocated properly, the Debtors intend to review and update the
allocation percentages periodically and in the event of a
significant change to their operating structure, such as the
disposition of a Division or subsidiary.

The Debtors tell the Court that the Cost Allocation Methodology
ensures that the costs will not become unnecessarily passed on to
the Divisions.  The Cost Allocation Methodology allows the
Debtors the flexibility to adjust procedures on a regular basis
and in the event of a significant change within.

Accordingly, the Debtors jointly ask the Court to approve the
Cost Allocation Methodology.

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)    


PHARMACEUTICAL FORMULATION: 2003 Net Sales Climbs 21.6% to $72MM
----------------------------------------------------------------
Pharmaceutical Formulations, Inc. (OTC Bulletin Board: PHFR) had
net sales of $72.5 million for fiscal year 2003 compared with net
sales of $59.6 million for the comparable period of the prior
year, an increase of 21.6%.  Of the increase, $6.3 million
reflected Konsyl's net sales for the period May 16, 2003 to
January 3, 2004.  The balance of the sales increase, totaling $6.6
million or 11.1%, is attributable to organic growth from
established private label customers.  The company incurred a net
loss of $1.8 million for fiscal year 2003 compared to a net
loss of $1.4 million for the comparable period in the prior year.

For the quarter ended January 3, 2004, PFI had net sales of $20.1
million compared with net sales of $17.3 million in the prior year
quarter, an increase of 16.2%.  Konsyl's net sales for the quarter
were $2.4 million.  The Company incurred a net loss of $546,000 in
the current quarter compared with a net profit of $483,000 in the
prior year quarter.

During December 2002, PFI changed its fiscal year-end from the 52-
53 week period which ends on the Saturday closest to June 30 to
the 52-53 week period which ends on the Saturday closes to
December 31.  The just-ended fiscal period consists of the 53
weeks ended January 3, 2004.

While the company's net sales have continued to grow steadily
throughout 2003 and net sales each quarter of 2003 exceeded the
net sales of the comparable prior year quarter, competitive
situations have resulted in declining margins in the private label
sector of our business.  During the year we have continued our
efforts to expand our contract manufacturing activities and in the
fourth quarter reached agreement with a major pharmaceutical
company for the contract manufacture of a new fiber supplement
product line which will be launched early in 2004.  During 2003 we
also completed our acquisition of Konsyl Pharmaceuticals, Inc. of
Forth Worth, Texas.  Konsyl is a manufacturer and distributor of
powdered, dietary natural fiber supplements which has been in
business for over 35 years.  This acquisition provides an
opportunity for PFI to increase its presence in the branded
pharmaceutical market and affords PFI the opportunity to introduce
new products under the Konsyl brand.  The first of such newly
developed products, SennaPrompt(TM), has been introduced to the
trade with broad acceptance and will be launched in April/May 2004
supported by a national advertising campaign.

During the quarter ended September 27, 2003, PFI entered into an
agreement with a major supplier of APIS (active pharmaceutical
ingredients) for the jointly funded development of Abbreviated New
Drug Applications (ANDAs) for generic prescription strength
dosages of certain of its products.  PFI will develop the
formulations and be responsible for applying for and obtaining the
necessary regulatory approvals for the ANDAs from the Food and
Drug Administration.
    
ICC Industries Inc. has demonstrated its continued confidence in
the company's management and business plan by providing loans to
increase the company's working capital.  ICC, the holder of
approximately 74.5 million shares (approximately 87%) of the
common stock of PFI, is a major international manufacturer and
marketer of chemical, plastic, and pharmaceutical products with
2003 sales of approximately $1.1 billion.

The company will file a form 12b-25 extending the deadline for
filing its form 10-K for fiscal year 2003, due April 2, 2004.  The
extension is necessitated by a delay in obtaining and compiling
information required to be included in the 10-K.  The company
fully expects to file its 2003 10-K report prior to the extended
deadline of April 17, 2004.

As previously reported, at September 27, 2003, the Company's
balance sheet showed a total shareholders' equity deficit of about
$18 million.


PH OF SAVANNAH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: PH of Savannah, LLC
        fka Portfolio Homes of Savannah, LLC
        Building 6, Suite 375
        7000 Peachtree Dunwoody Road
        Atlanta, Georgia 30328

Bankruptcy Case No.: 04-65629

Type of Business: The Debtor is one of the premier designers and
                  builders of luxury homes in the United States.
                  See http://www.portfoliohomes.com/

Chapter 11 Petition Date: April 4, 2004

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Scott B. Riddle, Esq.
                  Suite 2150, 100 Colony Square
                  1175 Peachtree Street, North East
                  Atlanta, GA 30361
                  Tel: 404-815-0164

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
------                        ---------------       ------------
Ackerman Technology Group     Trade Debt                 $12,072

Marcia Webber Gardens to      Trade Debt                 $12,000
Love

Sunbelt Rentals               Trade Debt                 $11,714

General Shale Brick           Trade Debt                  $8,960

Old Savannah Flooring, Inc.   Trade Debt                  $8,430

Bryan County Tax              Property Taxes              $8,370
Commissioner

Joe Hubbard Plumbing          Trade Debt                  $7,332

AAA World Floors              Trade Debt                  $7,161

Labor Finders                 Trade Debt                  $6,507

Platt River Insurance Co.     Bond for Trade Debt         $6,340

Contractors Unlimited, Inc.   Trade Debt                  $5,946

Stonehenge Marble & Granite   Trade Debt                  $5,505

Galbreath & Sons, Inc.        Trade Debt                  $5,439

J&L Shutters, Inc.            Trade Debt                  $5,059

LT Masonry Inc.               Trade Debt                  $4,600

Joe A. Gayle & Associates     Trade Debt                  $4,438

Waste Management of Savannah  Trade Debt                  $4,224

East Coast Electric           Trade Debt                  $4,202

Ken-Brick                     Trade Debt                  $4,006

TR Digital Production         Trade Debt                  $3,300


PLYMOUTH RUBBER: Reports Improved Results for First Quarter 2004
----------------------------------------------------------------
Plymouth Rubber Company, Inc. (Amex: PLR.A - News, PLR.B - News)
announced financial results for the first quarter ended February
27, 2004.

Plymouth's first quarter 2004 sales increased 9% to $14,822,000,
from $13,543,000 in 2003.  Net loss for the first quarter
decreased to a loss of $797,000, or a loss of $0.39 diluted
earnings per share, compared to a loss of $1,380,000, or a loss of
$0.67 diluted earnings per share in 2003.

"We were pleased by our continued improvement in the quarter, as
our sales strengthened significantly from the previous year and
our seasonally normal first quarter loss was reduced by 42%,"
stated Maurice J. Hamilburg, Plymouth's President and Co-CEO.  "We
continue to plan higher sales for the remainder of 2004 which
should produce considerable further improvement.  Our goal is to
return Plymouth to profitability in 2004."

Plymouth Rubber Company, Inc. manufactures and distributes plastic
and rubber products, including automotive tapes, insulating tapes,
and other industrial tapes and films.  The Company's tape products
are used by the electrical supply industry, electric utilities,
and automotive and other original equipment manufacturers.  
Through its Brite-Line Technologies subsidiary, Plymouth
manufactures and supplies highway marking products.

                        *   *   *

In its Form 10-K for the fiscal year ended November 28, 2003,
Plymouth Rubber Company states:                    

                     Debt Arrangements

"Prior to December, 2002, the Company's term debt agreements had
contained various covenants specifying certain financial
requirements, including minimum tangible net worth, fixed charge
and EBITDA coverage ratios, working capital and maximum ratio of
total liabilities to net worth. In addition, the revolving working
capital credit facility and the real estate term loan contain an
acceleration provision, which can be triggered if the lender
determines that an event of default has occurred.

"As of each quarter end from September 1, 2000 through August 30,
2002, the Company had been in violation of certain covenants of
its term debt facility and therefore, due to a cross default
provision, the Company had not been in compliance with a covenant
under its revolving working capital credit facility and real
estate term loan. As a result, all of the Company's term loans
(except for that of its Spanish subsidiary) had been classified as
current liabilities on the Company's Consolidated Balance Sheet at
the end of each fiscal quarter end. In addition, during July 2002,
the Company received a demand from its primary term debt lender
for the payment of their outstanding loan balances in the amount
of $8,658,000, which represented the total of all future payments
and accumulated late fees, and a demand letter from a smaller
equipment lender for approximately $69,000 of payments due.

"During 2002, the Company negotiated with these lenders and, in
November 2002, reached formal agreement to obtain relief from
their demands and to restructure existing term debt facilities.
Under the new arrangements, the term debt lenders accepted
significantly reduced principal payments over the next three
years, eliminated financial covenants, waived existing defaults
and rescinded demands for accelerated payment, in return for
enhanced collateral positions."

                  Overall Cash Position

"The consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of
business. The Company's limited liquidity under existing debt
arrangements, its working capital deficit, the recent history of
losses, the pension payment due August 2004, and the overall risks
associated with achieving the 2004 plan may indicate that the
Company will be unable to continue as a going concern for a
reasonable period of time. The consolidated financial statements
do not include any adjustments that might result from the outcome
of this uncertainty.

"As of November 28, 2003, the Company had no unused borrowing
capacity under its revolving line of credit with its primary
working capital lender, after consideration of collateral
limitations.

"For fiscal 2004, management's plan is to increase sales and
control expenses to improve profitability and provide additional
cash from operating activities. The plan also calls for working
with a variety of potential lending sources to acquire additional
financing, as well as discussions with existing lenders and
others to restructure various obligations.

"It is management's belief that cash flows generated from
operations, and/or additional financing, and/or a restructuring of
existing debt and pension obligations will be sufficient to meet
the Company's liquidity needs during fiscal 2004. Management also
implemented a number of expense reductions during the fourth
quarter of 2003, including wage and salary reductions and the
deferral of certain personnel replacements or additions. Although
management expects to be able to accomplish its business and
financing plans, there is no assurance that it will be able to do
so. The Company's plans depend upon many factors. Failure to
accomplish these plans could have an adverse impact on the
Company's liquidity, financial position, and ability to continue
operating as a going concern."


PRIMUS INTERNATIONAL: S&P Assigns B+ Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to aerospace supplier Primus International Inc. At
the same time, Standard & Poor's assigned its 'B+' rating to the
company's proposed $65 million senior secured second-lien notes
due 2009, which are to be sold under SEC Rule 144A with
registration rights. The outlook is stable.

"The ratings on Primus reflect a small revenue base (around $60
million), the weak commercial aerospace market, and high customer
concentration, offset somewhat by efficient operations and leading
positions in niche markets," said Standard & Poor's credit analyst
Christopher DeNicolo.

Bellevue, Wash-based Primus is a Tier II supplier to the
commercial, including regional and business jets, and military
aircraft original equipment manufacturers (OEM) providing kits,
assemblies, and components for aircraft structures, controls,
landing gear, passenger doors, and engine mounts. Around 75% of
Primus' business is related to Boeing jetliners. The commercial
aircraft market has been weak since the events of Sept. 11, 2001,
which forced Boeing to reduce production significantly. Primus is
attempting to diversify its revenue base by increasing its work
on business and regional aircraft, as well as military programs.
In addition, the company has been successful in increasing its
content on each type of aircraft and expanding relationships with
existing customers. Primus' strategy of producing more assemblies
and kits should enable the company to capitalize on the trend
toward increased outsourcing by OEMs and Tier I suppliers.
Production of large jetliners is not expected to improve
significantly until 2006, although the markets for regional and
military aircraft have better near-term prospects.

Operating efficiency is good, as evidenced by solid operating
margins. A new facility being built in China, with its lower
operating costs, should enable the company to maintain these high
margins.

The reduction in production of Boeing aircraft has caused revenues
to decline to $61 million in 2003, 35% below 2001. Earnings and
cash flow have also deteriorated. Funds from operations to debt
declined to around 15% in 2003 compared to 20% in 2001. The
company has been able to use free cash flow to reduce debt,
although leverage remains high. Debt to capital is now below 70%
from around 80% in 2001 and debt to EBITDA has deteriorated to
almost 5x from 3x in 2001 due to lower earnings. The firm is in
the process of refinancing its bank debt with $65 million
second-lien notes, but overall leverage is not expected to change.
Credit protection measures are likely to improve modestly as a
result of new business initiatives and a gradual recovery in the
commercial aerospace market.

Primus' efforts to generate new business and efficient operations
should enable the company to maintain a credit profile consistent
with current ratings.


REDDI BRAKE SUPPLY: Accepts Change of Auditor After Sellers Merger
------------------------------------------------------------------
Sellers & Andersen, LLC, Certified Public Accountants located in
Salt Lake City, Utah prepared the audited financial statements of
Reddi Brake Supply Corporation for the years ended June 30, 2003
and 2002. Effective January 30, 2004, Sellers & Andersen, LLC
merged with Madsen & Associates, CPA's, Inc. located in Murray,
Utah.

The decision to accept the change was approved by Reddi Brake
Supply's Board of Directors.

The Reports of Sellers & Andersen, LLC for the year ending 2003
noted as to uncertainty as follows:

Note 7 of the audited financial statements of Reddi Brake Supply
Corporation for the Year Ended June 30, 2003, addressed "Going
Concern", which stated, in part, "Continuation of the Company as a
going concern is dependent on obtaining additional working capital
and the management of the Company has developed a strategy, which
it believes will accomplish this objective through settlement of
its debt, additional loans from related parties, and equity
funding, which will enable the Company to conduct operations for
the coming year."

The principal business activity of the corporation through its
subsidiary, Reddi Brake Supply Company, Inc.,  has been the sale
of auto parts, mainly to professional installers, through several
warehouses located throughout the United States. The company's
Dec. 31, 2003, total stockholders' deficiency tops $69,482.

On March 17, 1997 an involuntary petition in bankruptcy was filed
against the subsidiary, which resulted in the loss of the business
and the warehouses and  as a result of  the bankruptcy the Company
sustained substantial losses.  After July 1, 1997 the Company  had
no operations and is considered to be a development stage company
since that date.


RENAL CARE: S&P Assigns Low-B Corporate Credit & Sub. Debt Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit and 'B' subordinated debt ratings to the Nashville,
Tennessee-based dialysis provider Renal Care Group Inc., following
the company's $345 million acquisition of National Nephrology
Associates Inc., another Nashville-based dialysis provider.

At the same time, Standard & Poor's withdrew its corporate credit
rating on National Nephrology and raised its rating on National
Nephrology's existing $160 million 9% subordinated notes due in
2011 to 'B' from 'B-'. Renal Care is expected to initiate an
exchange offer that will subsequently change the obligor name on
the notes from National Nephrology to Renal Care. National
Nephrology's ratings have also been removed from CreditWatch,
where they were placed Feb. 2, 2004, when Renal Care announced it
would acquire the firm.

Pro forma for the acquisition, Renal Care has approximately $485
million of debt outstanding.

The rating outlook is positive, reflecting that Standard & Poor's
could raise Renal Care's ratings within a couple of years if the
company strengthens its financial profile to build additional
insulation against competitive risks. Standard & Poor's will also
monitor how aggressively Renal Care pursues new investments and
share repurchases, actions that could create operating pressures
and strain financial resources.

"Renal Care's speculative-grade ratings reflect the company's
dependence on the treatment of a single disease state (end-stage
renal disease, or ESRD), the competitive nature of its industry,
its vulnerability to cuts or insufficient increases in third-party
reimbursement rates, cost-management pressures, and moderate
financial policies," said Standard & Poor's credit analyst Jill
Unferth. These factors are partly offset by the stabilizing
effects of a diversified recurring revenue stream, a large clinic
network with the No. 4 U.S. market position, relatively low
technology risks, and attractive growth prospects. Renal Care's
acquisition of National Nephrology, by far its largest to date,
materially expands its operating scale and coverage within
existing and new territories. However, the transaction will be
funded solely with debt, and the cost as a multiple of cash flow
could prove high.

After the National Nephrology acquisition, Renal Care will operate
384 outpatient dialysis centers and provide acute dialysis to 184
hospitals in 30 states. Renal Care also manages or co-manages
dialysis programs at several university medical centers, including
Vanderbilt University. Unlike some larger providers, Renal Care
does not manufacture dialysis equipment, but it does operate its
own laboratory. Major competitors include Fresenius Medical Care
AG, DaVita Inc., and Gambro AB.


REVLON: Stockholders Okay Issuance of 265MM More Class A Shares
---------------------------------------------------------------
Revlon, Inc. has given written notice to its stockholders of an
action by written consent of the majority stockholders of Revlon,
Inc., a Delaware corporation , taken on March [1], 2004 which will
be effective on March [22], 2004.

     The matters upon which action was taken are:

     (1)  The issuance of a minimum of approximately 265 million
          and a maximum of approximately 486 million shares of
          Revlon's Class A common stock, par value $0.01 per
          share, in connection with a series of transactions to
          reduce debt and strengthen the Company's balance sheet
          and capital structure.

     (2)  An amendment to the Certificate of Incorporation to
          increase the number of authorized shares of Revlon Class
          A common stock from 350 million to 900 million.

     (3)  An amendment to the Certificate of Incorporation to
          eliminate Revlon's Series A preferred stock, par value
          $0.01 per share, subject to, and following, Revlon's
          consummation of all of the components of the series of
          transactions referenced above. Upon the consummation of
          such transactions, no shares of Series A preferred stock
          will be outstanding.

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

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


R.G. BARRY: KPMG LLP Uncertain About Going Concern Viability
------------------------------------------------------------
R.G. Barry Corporation (NYSE: RGB) reported operating results for
the fourth quarter and full year ended January 3, 2004.

For the year, the Company reported:

   -- net sales from continuing operations of $123.1 million,
      up 3.5 percent from the $119.0 million reported in 2002; and

   -- a net loss of $21.7 million, or $2.21 per share, comprised
      of a $19.4 million, or $1.97 per share, loss from continuing
      operations, and $2.3 million, or $0.24 per share, loss from
      discontinued operations. This compares to a net loss of
      $11.9 million, or $1.23 per share, in 2002 comprised of an
      $8.2 million, or $0.84 cents per share, loss from continuing
      operations and a $3.7 million, or $0.39 per share, loss from
      discontinued operations.

In the fourth quarter, the Company reported:
     
   -- net sales of $43.7 million versus $45.2 million in the final
      quarter of 2002;

   -- a net loss of $16.5 million, or $1.68 per share, comprised
      of a $15.5 million, or $1.58 per share, loss from continuing
      operations, and a $1.0 million, or $0.10 per share, loss
      from discontinued operations. This compares to a fourth
      quarter 2002 net loss of $4.0 million, or $0.41 per share,
      comprised of a loss of $2.0 million, or $0.20 cents per
      share, from continuing operations and a loss of $2.0
      million, or $0.21 per share, from discontinued operations.

Significant non-cash charges totaling $19.6 million are reflected
in our net loss from continuing operations for both the quarter
and full year. These are:

   -- the establishment of a reserve against deferred tax assets
      of $13.8 million;

   -- restructuring and asset impairment charges of $2.6 million
      primarily related to the write-down of goodwill associated
      with our French subsidiary;

   -- the write-down of $1.2 million in excess finished goods
      inventory; and
     
   -- the write-down of $2.0 million in raw materials inventory
      associated with restructuring actions planned for 2004.

"The $19.6 million in non-cash charges masks the improvement of
our 2003 financial performance over our 2002 results. However even
without the impact of these charges, R.G. Barry's 2003 results
reflect the need for significant changes in our business," said
Thomas M. Von Lehman, President and Chief Executive Officer.

"We have developed a new business model, which focuses on our core
customer base and simplifies our product offerings. We expect to
recognize significant infrastructure and operating cost savings
through the phase-out of our manufacturing facilities in Mexico by
the end of 2004, the eventual sourcing of all of our product
requirements from third party manufacturers in Asia, and the
reduction of selling, general and administrative costs associated
with internal manufacturing and our current business model. We
also expect to reduce our inventory by year-end 2004, which should
help provide additional cash flow to fund our restructuring. We
already have begun making these changes. In mid-March 2004, we
eliminated approximately 30 positions at our offices in San
Antonio and Columbus. Going forward, we anticipate that R.G. Barry
will be leaner, our expenses will be lower, and we will benefit
from the lower cost of goods that we believe can be obtained
through sourcing all of our product requirements from third party
contract manufacturers outside North America.

"In addition, we believe we have addressed our anticipated funding
requirements for 2004. On March 29, 2004, we entered into a three-
year, $35 million factoring and financing agreement with The CIT
Group/Commercial Services, and have retired all indebtedness to
our former lending bank and an institutional lender. CIT has an
excellent reputation of providing financial services for the
apparel and footwear industries, and we believe that our
arrangement provides us with financing that is well suited to our
comfort footwear business.

"As a result of our cumulative losses, our failure to meet a
number of covenants in our prior revolving credit agreement and
the discretionary nature of our new factoring and finance
agreement with CIT, our independent auditors, KPMG LLP, have
modified their report on our 2003 financial statements with a
going concern uncertainty paragraph.

"The Company recognizes that the implementation of its new
business plan this year presents business risks. While we can give
no assurance of the plan's success, we believe that these risks
should be manageable and that once implemented, the new business
model with its resulting lower infrastructure and operating costs
and a more efficient supply chain, should give the Company the
opportunity to return to profitability in 2005. We will incur
significant restructuring costs in 2004, including severance
payments and asset write- downs, and therefore do not expect to
report an operating profit in 2004. We expect to recognize
approximately $1 million in severance payments and an impairment
charge of approximately $6 million in the first quarter of 2004 to
reflect the closing of our manufacturing operations," Mr. Von
Lehman said.


ROYSTER-CLARK: S&P Lowers & Removes Ratings from CreditWatch
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Royster Clark Inc. to 'B' from 'B+' and its senior
secured debt rating on the company's $200 million first mortgage
bonds due 2009 to 'B-' from 'B'. The mortgage bonds are rated one
notch below the corporate credit rating because of the amount of
priority obligations (the senior secured bank facility) ahead of
it and the collateral securing the credit facility. The ratings
are removed from CreditWatch. The rating on the senior secured
credit facility is withdrawn because it has been refinanced with a
new $225 million borrowing-based, senior secured credit facility
due 2006 that is unrated.

The outlook is stable.

"The downgrade reflects the challenging operating environment for
agricultural inputs, which has resulted in weak operating
performance, and the related impact on Royster-Clark's financial
measures. Although the management team has taken steps to improve
operating performance by continually looking for operating
improvements and better working capital management, Standard &
Poor's does not expect that credit protection measures will
improve to their previous levels in the near term," said Standard
& Poor's credit analyst Jayne M. Ross.

The ratings reflect Royster-Clark's highly leveraged financial
profile and its participation in a highly cyclical and seasonal,
commodity-based industry, offset by a defendable market share in
its operating region.


STOLT NIELSEN: Delays Planned 5-Year Senior Unsecured Bond Issue
----------------------------------------------------------------
Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock Exchange: SNI) said
it has delayed its previously announced plan to issue a new five-
year senior unsecured bond loan. The Company said it intends to
resume marketing efforts after the Norwegian Easter holidays and
following the release of the Company's first-quarter earnings.

Commenting on a recent media report on the Company's potential
liabilities relating to the ongoing antitrust investigations and
litigation, the Company said that estimates published were not
developed or authorized by SNSA. The Company added that it has not
provided any such analysis or quantification to the managers of
the proposed bond loan, nor has it authorized anyone else to do
so.

Regarding the published report of possible asset sales and
valuations, the Company acknowledges that as part of its recent
financial restructuring process it considered the sale of various
assets. The Company however cautions that there may not be any
such asset sales and furthermore if there are any, the valuations
suggested in recent published reports may not serve as a reliable
guide to valuations that can be achieved in any such asset sales.

Any bonds that are offered will be offered outside the United
States pursuant to Regulation S under the Securities Act of 1933.
The bonds will not be registered under the Securities Act of 1933
and may not be offered or sold in the United States absent
registration under, or an applicable exemption from, the
registration requirements of the Securities Act of 1933.

                  About Stolt-Nielsen S.A.

Stolt-Nielsen S.A. is one of the world's leading providers of
transportation services for bulk liquid chemicals, edible oils,
acids, and other specialty liquids. The Company, through its
parcel tanker, tank container, terminal, rail and barge services,
provides integrated transportation for its customers. The Company
also owns 41 percent of Stolt Offshore S.A. (Nasdaq: SOSA; Oslo
Stock Exchange: STO), which is a leading offshore contractor to
the oil and gas industry. Stolt Offshore specializes in providing
technologically sophisticated offshore and subsea engineering,
flowline and pipeline lay, construction, inspection, and
maintenance services. Stolt Sea Farm, wholly-owned by the Company,
produces and markets high quality Atlantic salmon, salmon trout,
turbot, halibut, sturgeon, caviar, bluefin tuna, and tilapia.

                     *    *    *

As reported in the December 30, 2003 edition of the Troubled
Company Reporter, Stolt-Nielsen S.A. (Nasdaq: SNSA; Oslo Stock
Exchange: SNI) announced that its primary lenders agreed to extend
the waivers of covenant defaults granted by the lenders until May
21, 2004.

SNSA also reported that it will pay down its $160 million
revolving credit facility by $20 million on February 29, 2004, and
that the Company has received an extension on repayment of the
remaining $140 million until May 21, 2004.

The waiver extensions provide SNSA with increased flexibility on
the debt-to-tangible-net-worth covenant during the waiver period,
setting the ratio at 2.75-to-1 at November 30, 2003, and 2.65-to-1
at February 29, 2004. SNSA must also maintain a specified minimum
tangible net worth level. Pursuant to the waiver terms, SNSA will
develop a financial restructuring plan with its lenders by
March 31, 2004. Additionally, the waivers call for improvements in
SNSA's liquidity during the waiver period through dispositions or
capital-raising initiatives, and oblige SNSA to work with its
lenders to provide available collateral to unsecured or
under-secured lenders during the waiver period.


SUN MICRO: Agrees to Settle Outstanding Litigation with Microsoft
-----------------------------------------------------------------
Microsoft Corporation (Nasdaq: MSFT) and Sun Microsystems, Inc.,
(Nasdaq: SUNW) entered into a broad technology collaboration
arrangement to enable their products to work better together and
to settle all pending litigation between the two companies. The
companies have also entered into agreements on patents and other
issues.

"This agreement launches a new relationship between Sun and
Microsoft -- a significant step forward that allows for
cooperation while preserving customer choice," said Scott McNealy,
chairman and chief executive officer, Sun Microsystems, Inc. "This
agreement will be of significant benefit to both Sun and Microsoft
customers. It will stimulate new products, delivering great new
choices for customers who want to combine server products from
multiple vendors and achieve seamless computing in a heterogeneous
computing environment. We look forward to this opportunity -- it
provides a framework for cooperation between Sun and Microsoft
going forward."

"Our companies will continue to compete hard, but this agreement
creates a new basis for cooperation that will benefit the
customers of both companies," said Steve Ballmer, chief executive
officer, Microsoft. "This agreement recognizes that cutting edge
R&D and intellectual property protection are the foundation for
the growth and success of our industry. This is a positive step
forward for both Sun and Microsoft, but the real winners are the
customers and developers who rely on our products and
innovations."

The agreements involve payments of $700 million to Sun by
Microsoft to resolve pending antitrust issues and $900 million to
resolve patent issues. In addition, Sun and Microsoft have agreed
to pay royalties for use of each other's technology, with
Microsoft making an up-front payment of $350 million and Sun
making payments when this technology is incorporated into its
server products.

    The agreements signed April 2 include the following elements:

   -- Technical Collaboration:  The Technical Collaboration
      Agreement will provide both companies with access to aspects
      of each other's server-based technology and will enable them
      to use this information to develop new server software
      products that will work better together. The cooperation
      will initially center on Windows Server and Windows Client,
      but will eventually include other important areas, including
      email and database software. For example, one of the
      important elements of large scale computing environments is
      software to manage user identities, authentication and
      authorization. As a result of this agreement, Sun and
      Microsoft engineers will cooperate to allow identity
      information to be easily shared between Microsoft Active
      Directory and the Sun Java System Identity Server, resulting
      in less complex and more secure computing environments.

   -- Microsoft Communications Protocol Program:  Sun has agreed
      to sign a license for the Windows desktop operating system
      communications protocols under Microsoft's Communications
      Protocol Program, established pursuant to Microsoft's
      consent decree and final judgment with the U.S. Department
      of Justice and 18 state attorneys general.

   -- Microsoft Support for Java:  The companies have agreed that
      Microsoft may continue to provide product support for the
      Microsoft Java Virtual Machine that customers have deployed
      in Microsoft's products

   -- Windows Certification for Sun Server:  Sun and Microsoft
      are announcing Windows certification for Sun's Xeon servers.  
      In addition, the Windows certification process for Sun's    
      Opteron-based servers is moving forward.

   -- Future Collaboration for Java and .NET:  Sun and Microsoft
      have agreed that they will work together to improve
      technical collaboration between their Java and .NET
      technologies.

   -- Patents and Intellectual Property:  The parties have agreed
      to a broad covenant not to sue with respect to all past
      patent infringement claims they may have against each other.  
      The agreement also provides for potential future extensions
      of this type of covenant.  The two companies have also
      agreed to embark on negotiations for a patent cross-license
      agreement between them.

   -- Legal Settlements:  The two companies are settling and
      terminating their lawsuit in the United States.  Sun is also
      satisfied that the agreements announced today satisfy the
      objectives it was pursuing in the EU actions pending against
      Microsoft.

                         About Microsoft

Founded in 1975, Microsoft is the worldwide leader in software,
services and solutions that help people and businesses realize
their full potential.

                  About Sun Microsystems, Inc.

Since its inception in 1982, a singular vision -- "The Network Is
The Computer" -- has propelled Sun Microsystems, Inc. to its
position as a leading provider of industrial-strength hardware,
software and services that make the Net work. Sun can be found in
more than 100 countries and on the World Wide Web at
http://sun.com/

As reported in the Troubled Company Reporter's March 9, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on Sun Microsystems Inc. to 'BB+' from 'BBB'. The
ratings were removed from CreditWatch, where they were placed on
Oct. 17,2003.

"The downgrade reflects weak and inconsistent profitability, and
our expectation that Sun will be challenged to profitably expand
its market presence," said Standard & Poor's credit analyst Martha
Toll-Reed.

The outlook is stable. As of Dec. 28, 2003, Sun had total debt
outstanding of about $1.3 billion.


SUN MICROSYSTEMS: Reducing Workforce by 3,300 to Save Costs
-----------------------------------------------------------
Sun Microsystems, Inc. (Nasdaq: SUNW), a leader in systems and
solutions that make the Net work, will be taking actions to
further reduce its cost structure by reducing headcount and
restructuring its global property portfolio. Additionally, the
company announced it will be incurring a non-cash charge to
increase the valuation allowance for its net deferred tax assets.

Sun also announced that based on preliminary financial results, it
expects revenue for its third quarter ended March 28, 2004 to be
approximately $2.65 billion. Net loss on a GAAP basis will be in
the range of $750 million and $810 million, or a net loss per
share range of $0.23 to $0.25. This GAAP loss includes charges of
approximately $350 million for an increase in the valuation
allowance for deferred tax assets, and approximately $200 million
for workforce and real estate restructuring. Excluding these
charges, on a non-GAAP basis, net loss for the quarter would range
between $200 million and $260 million, or a net loss per share
range of $0.06 to $0.08.

Positive cash flow from operations for the quarter is expected to
exceed $300 million, and the balance of cash and marketable debt
securities is estimated to increase to approximately $5.5 billion.

As part of the restructuring program, Sun's workforce will be
reduced by approximately 3,300 people. As a result of both the
headcount and property portfolio capacity reductions, the Company
expects to record a total charge of approximately $475 million
spread over the next several quarters, inclusive of the
approximate $200 million charge in the third quarter preliminary
results.

"Over the past three years we have made substantial progress in
reducing cost and capacity. We completely revamped our product
line, leveraging open source and industry economics while
improving product quality and availability. And, we have re-
energized our channels and developer communities. Now is the
appropriate time to take cost out and drive productivity
improvements in anticipation of returning Sun to sustained
profitability," said McNealy. "We experienced year-on-year
increases in server unit volumes and will work to monetize this
momentum going forward with innovations such as Solaris(TM) 10
Operating System, UltraSPARC(R) IV processor-based systems with
Sun(TM) Throughput Computing capabilities, our first AMD Opteron-
processor based systems and the Sun Java(TM) Enterprise System and
the Sun Java(TM) Desktop System."

McNealy added, "We are resizing the company to better align our
cost structure. Network Computing solutions that solve our
customers complex computing problems remains our focus. Continued
execution of our strategies will pay-off in revenue generation
over the long-run. We are well positioned with the strongest
product portfolio in years, a substantial cash and market
position, strong channels and partners, and a growing pipeline of
customers who are demanding more Sun products and solutions."

Steve McGowan, Sun's Chief Financial Officer and Executive Vice
President, Corporate Resources, said, "These actions are
confirmation of our commitment to continue reducing our cost
structure, and with execution on our technology and sales
strategy, position the company to achieve our financial goals in
fiscal year 2005. We have financial strength as evidenced by our
cash generation this quarter and our cash and marketable debt
securities balance of approximately $5.5 billion."

                  About Sun Microsystems, Inc.

Since its inception in 1982, a singular vision -- "The Network Is
The Computer" -- has propelled Sun Microsystems, Inc. to its
position as a leading provider of industrial-strength hardware,
software and services that make the Net work. Sun can be found in
more than 100 countries and on the World Wide Web at
http://sun.com/

As reported in the Troubled Company Reporter's March 9, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on Sun Microsystems Inc. to 'BB+' from 'BBB'. The
ratings were removed from CreditWatch, where they were placed on
Oct. 17,2003.

"The downgrade reflects weak and inconsistent profitability, and
our expectation that Sun will be challenged to profitably expand
its market presence," said Standard & Poor's credit analyst Martha
Toll-Reed.

The outlook is stable. As of Dec. 28, 2003, Sun had total debt
outstanding of about $1.3 billion.


SUN MICROSYSTEMS: Appoints Jonathan Schwartz as President and COO
-----------------------------------------------------------------
Sun Microsystems, Inc. (Nasdaq: SUNW), announced, effective
immediately, Jonathan Schwartz, 38, has been promoted to president
and chief operating officer. Schwartz will report to Scott
McNealy, chairman and chief executive officer. All functions,
except HR, corporate resources and finance, and the office of the
chief technology officer, will report to Schwartz. Most recently,
Schwartz served as Sun's executive vice president of Software. A
successor will be named shortly.

"I'm excited to announce Jonathan's appointment to president and
chief operating officer," said McNealy. "Jonathan has demonstrated
a passion for disruptive innovations that unleash new customer
value, creating new opportunities for Sun and altering the IT
landscape. He brings strategic and operating experience, and
inspirational leadership to this role that will drive Sun to
growth and profitability. This announcement demonstrates the
depth of the bench at Sun and our continued succession planning."
    
"Sun Microsystems has consistently demonstrated itself to be one
of the most important technology companies on the planet," said
Schwartz. "I'm looking forward to continuing a long history of
disruptive innovation as we start a new beginning. It's an honor
and a privilege to be associated with the talent, commitment and
passion here at Sun. I look forward to working with the entire
organization as we continue our role as the driving force in
Network Computing."
    
Schwartz joined Sun Microsystems in 1996 and has since held
positions ranging from software operations and Java technology
product marketing, to serving as chief strategy officer
responsible for long-range planning, mergers and acquisitions and
major strategic investments and initiatives, including the Liberty
Alliance Project. Most recently, Schwartz is credited with the
development and delivery of Solaris 10 operating system and Sun's
Java Systems strategy, which dramatically reduces the cost and
complexity of buying and deploying enterprise software on devices,
desktops and in data centers.

Before joining Sun, Schwartz was chief executive officer of
Lighthouse Design, Ltd., which Sun acquired in 1996. He began his
career as a consultant with McKinsey & Co., Inc., serving
financial services companies. Schwartz is on the board of
directors of Dorado Corporation. He holds degrees in economics
and mathematics from Wesleyan University.

                  About Sun Microsystems, Inc.

Since its inception in 1982, a singular vision -- "The Network Is
The Computer" -- has propelled Sun Microsystems, Inc. to its
position as a leading provider of industrial-strength hardware,
software and services that make the Net work. Sun can be found in
more than 100 countries and on the World Wide Web at
http://sun.com/

As reported in the Troubled Company Reporter's March 9, 2004
edition, Standard & Poor's Ratings Services lowered its corporate
credit rating on Sun Microsystems Inc. to 'BB+' from 'BBB'. The
ratings were removed from CreditWatch, where they were placed on
Oct. 17,2003.

"The downgrade reflects weak and inconsistent profitability, and
our expectation that Sun will be challenged to profitably expand
its market presence," said Standard & Poor's credit analyst Martha
Toll-Reed.

The outlook is stable. As of Dec. 28, 2003, Sun had total debt
outstanding of about $1.3 billion.


UNITEDGLOBALCOM: Selling Euro 500M 1-3/4% Convertible Senior Notes
------------------------------------------------------------------
UnitedGlobalCom, Inc. (UGC) (Nasdaq: UCOMA) agreed to sell euro
500 million aggregate principal amount of its 1-3/4% Convertible
Senior Notes due April 15, 2024, for gross proceeds of euro 500
million (approximately $615 million).  The Notes will be
convertible into shares of UGC's Class A common stock at an
initial conversion price of euro 9.7561 per share, which is
equivalent to a conversion price of $12.00 per share.  The Company
has agreed to grant the initial purchaser of the Notes the option
to acquire an additional euro 125 million of Notes.

UGC plans to use the net proceeds of the Notes offering for
working capital and other corporate purposes, which may include
the repayment of indebtedness.
    
The Notes and the underlying shares of UGC's Class A common stock
have not been 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.

UGC is the largest international broadband communications provider
of video, voice, and Internet services with operations in numerous
countries. Based on the Company's operating statistics at
September 30, 2003, UGC's networks reached approximately 12.6
million homes passed and 9 million RGUs, including approximately
7.4 million video subscribers, 717,900 voice subscribers, and
868,000 high speed Internet access subscribers. The company filed
for Chapter 11 relief on January 12, 2004 (Bankr. S.D.N.Y Case
No. 04-10156).


UNITED STATES SHIPPING: S&P Rates New $225M Bank Facility at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on United States Shipping LLC and assigned its 'BB'
senior secured rating to the company's proposed $225 million
senior secured bank facility, with a recovery rating of '2',
indicating expectations of a substantial (80% to 100%) recovery of
principal in a default scenario. The long-term rating outlook was
revised to negative from stable. The bank facility will replace
the company's existing facility and will be used to purchase a
chemical tanker from Exxon Mobil Corp. for $33 million; refinance
a chemical tanker purchased from the Dow Chemical Co. in May 2003,
which was owned by a company with the same financial sponsor as
U.S. Shipping; retire a $29 million subordinated seller's note
from Amerada Hess Corp.; pay a $12.5 million dividend to the
current equity holders; and partially fund the construction of an
articulated tug barge.

"The outlook revision to negative from stable reflects the
company's recently announced fleet expansion and the potential for
future vessel additions, indicating a somewhat more aggressive
growth and financial policy," said Standard & Poor's credit
analyst Kenneth L. Farer.

The ratings reflect U.S. Shipping LLC's high financial leverage
and postcharter employment risk in the capital-intensive shipping
industry. Mitigating these credit issues are the company's high-
quality vessels, support agreement by Hess, which expires in 2007,
and competitive barriers provided under the Jones Act. In
September 2002, U.S. Shipping was created through the acquisition
of six vessels and ancillary assets from Hess. Sterling Investment
Partners L.P., a private equity firm, led the acquisition.
Standard & Poor's Ratings Services believes the Hess agreement
(details of which are confidential) provides structural support
to the transaction. In 2004, the company expanded its fleet
through the acquisition of two chemical tankers.

Edison, N.J.-based U.S. Shipping operates six product tankers and
two chemical tankers under the Jones Act, transporting clean
petroleum products and chemicals between U.S. ports. Historically,
Hess used the product tankers for its own needs and chartered them
to other major oil companies. Exxon Mobil and Dow Chemical used
the chemical tankers for similar needs. Hess decided to exit the
transportation segment of its businesses to focus on core
operations. The vessels purchased from Exxon Mobil and Dow were
surplus to their internal transportation needs. Each of the
product tankers has redundant systems including engine rooms,
rudders, and electrical systems, reducing the risk of mechanical
failure and unscheduled downtime. In addition, the duplicated
systems allow for maintenance work to be performed at sea. The
chemical tankers operate under long-term, take-or-pay contracts
with major chemical companies and have stainless steel or coated
tanks to allow for the transportation of specialized chemicals.

Ratings could be lowered if the company's current growth strategy
results in lower than anticipated improvements in credit measures.


US AIRWAYS: Launches Regional Jet Division -- MidAtlantic Airways
-----------------------------------------------------------------
MidAtlantic Airways, US Airways' new regional jet division, took
flight April 4, with initial routes from both Philadelphia and
Pittsburgh.  MidAtlantic operates using US Airways' newest 72-seat
Embraer 170 regional jets.

MidAtlantic, currently based in Pittsburgh, will have three
Embraer 170 regional jets operating on eight routes in April,
increasing to 13 in May, and with 24 routes expected by June, as
MidAtlantic continues to take delivery of the Embraer 170
aircraft.

                    MIDATLANTIC ROUTE NETWORK
     Initial Nonstop Roundtrip Service Beginning April 4, 2004

    Pittsburgh                  Philadelphia
    Albany, N.Y.                Kansas City, Mo.
    Atlanta                     Syracuse, N.Y.
    Boston
    Nashville
    Newark, N.J.
    Syracuse, N.Y.

     Additional Nonstop Roundtrip Markets Starting May 2, 2004

    Pittsburgh                  Philadelphia
    Buffalo, N.Y.*              Buffalo, N.Y.*
    Kansas City, Mo.            Nashville
    Philadelphia                Pittsburgh

    * MidAtlantic will operate flights from Buffalo to Pittsburgh
      and Philadelphia, but not outbound from the hubs.

"We are very excited to welcome MidAtlantic and its brand-new
fleet of 72-seat regional aircraft to the US Airways Express
network," said US Airways Express President Bruce Ashby.  "These
larger regional jets bring us a range of fleet planning
opportunities, as they fill the gap between 50-seat and 120-
seat fleet types, allowing us to better match supply in existing
markets. They also will enable us to add flights in markets US
Airways currently does not serve."

MidAtlantic is the U.S. launch customer of the Embraer 170
regional jet. By year-end, the airline expects to take delivery of
39 aircraft, manufactured by Empresa Brasileira de Aeronautica of
Brazil, as part of US Airways' regional jet order announced in May
2003.

To maximize cabin spaciousness without compromising storage area,
the Embraer 170 features an elliptical, or 'double-bubble,' cross-
section instead of the traditional circular fuselage. The double-
bubble geometry uses intersecting circles, tied together by the
fuselage floor, providing superior passenger comfort in the form
of a larger passenger cabin with maximized cabin width at shoulder
level, which offers more room around the passengers' shoulders and
feet, eliminates the middle seats and facilitates access to
overhead baggage bins.

Under a "Jets for Jobs" agreement with US Airways' pilots, 100
percent of MidAtlantic's flying will be done by furloughed US
Airways pilots. MidAtlantic flight attendant positions are also
filled by furloughed US Airways flight attendants.  MidAtlantic
currently has 244 employees, 229 of which had been previously
furloughed by US Airways.

MidAtlantic Airways, a division of US Airways Group, Inc.,
currently operates 16 flights daily, serving nine destinations in
the eastern U.S.  The airline, based in Pittsburgh, has a total of
244 employees.


VALCOM: Losses & Chapter 11 Bankruptcy Spurs Going Concern Doubt
----------------------------------------------------------------
Valcom Inc. had a net loss of $2,430,159 and a negative cash flow
from operations of $300,582 for the year ended September 30, 2003,
a working capital deficiency of $8,962,906 and an accumulated
deficit of $10,556,350 at September 30, 2003.  The Company had a
net loss of $4,827,818 and a negative cash flow from operations of
2,005,392 for the year ended  September 30, 2002.  

Valencia Entertainment International, LLC, a California limited  
liability company and Valcom's subsidiary filed on April 7, 2003,
a voluntary petition in bankruptcy for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy Court for the Southern District of California. The main
income of Valcom is from the operations of Valencia Entertainment
International. These conditions raise doubt about the Company's
ability to continue as a going concern.

During the twelve months ended September 30, 2003, the Company
raised $42,000 from private placements of common stock. The
Company will need to continue to raise funds through various
financings to maintain its operations until such time as cash
generated by operations is sufficient to meet its operating and
capital requirements.

There can be no assurance that the Company will be able to raise
such capital on terms acceptable to the Company, if at all.

Total shareholders' equity decreased to $2,701,561 in fiscal year
2003. Additional paid in capital increased to $13,242,200 in  
fiscal year ended September 30, 2003.

During the last fiscal year, the Company financed its operations
with cash from its operating activities and through sales of
equipment and private offerings of its securities to a  director
of the Company.

The Company anticipates that its stock issuances and projected
positive cash flow from  operations collectively will generate
sufficient funds for the Company's operations for the  next 12
months.  If the Company's existing cash combined with cash from
operating activities is not adequate to finance the Company's
operations during the next 12 months, the Company will consider
one or more of the following options: (1) issuing equity
securities in exchange for services, (2) selling additional equity
or debt securities or (3) reducing the number of  its employees.


VERESTAR: SES AMERICOM Acquires Bankrupt Company for $18.5 Million
------------------------------------------------------------------
SES AMERICOM, an SES GLOBAL Company (Luxembourg and Frankfurt
Stock Exchanges: SESG) has received U.S. Bankruptcy Court approval
to acquire the assets of Verestar Inc., for a total cash
consideration of $18.5 million.

The Fairfax, VA-based company focuses on managed solutions for
satellite communications in government, broadcast, enterprise, and
international services markets with strategically located teleport
facilities in the U.S. and abroad.

Since December 2003 Verestar has been operating under the
protection of the bankruptcy court. In an auction conducted in New
York on Tuesday, March 30th, SES AMERICOM offered a successful bid
to acquire substantially all of Verestar's business and
operations, which was approved today by the U.S. Bankruptcy Court
for the Southern District of New York in Manhattan. In the near
term, SES AMERICOM will seek appropriate government
authorizations, including FCC approval to transfer Verestar's
communications licenses. Upon receipt of these authorizations, a
process anticipated to take a number of months, the transaction
will be finalized.

Dean Olmstead, President and CEO of SES AMERICOM, said, "We look
forward to combining the expertise and resources of Verestar with
AMERICOM; this will result in a stronger, bigger and better
AMERICOM operating company. The benefit of this transaction will
be reflected in AMERICOM's financial performance and in the value
we are creating for SES shareholders. The two companies are
complementary, and we especially look forward to integrating
Verestar's strong and growing government sector business into our
government services subsidiary, AMERICOM Government Services
(AGS)."

David Helfgott, President of AGS, added, "The acquisition of
Verestar will provide AGS with complementary lines of business in
the government satellite communications services market. Key new
assets, strategic contract vehicles, and a talented team of
government satcom professionals will improve our ability to serve
this important market, expand our service offerings and grow our
revenues substantially."

Ray O'Brien, President and Chief Operating Officer of Verestar,
said, "I am very enthusiastic about the acquisition of Verestar by
SES AMERICOM, a proven leader in the satellite industry. When the
talented people, intellectual capital, customer relationships and
technical assets of Verestar are integrated into AMERICOM, I am
confident the business will set even higher standards in quality
and customer satisfaction."

AMERICOM is committed to expanding its range and depth of customer
services, both in government and commercial business. Verestar's
expertise in managed networks, will facilitate that growth by
adding value to and strengthening customer relationships.
Specifically, Verestar's infrastructure and processes that support
occasional and news gathering services regularly used by dozens of
broadcasters and special event producers will be enhanced by
AMERICOM's bandwidth inventory management system and team. In the
developing market of fixed and mobile broadband services, the two
companies currently have customers in common and a complementary
technical direction. In aggregate, this transaction contributes
directly to the achievement of AMERICOM's near term and long-term
strategic objectives.

               The Verestar Company/Assets

-- 225 employees with headquarters, sales, marketing, finance, and
   operations based in Fairfax, Virginia and numerous sales
   offices and technical operations staff in the field and located
   at teleports.

-- Four U.S. teleports in Holmdel, NJ, Alexandria, VA, Brewster,
   WA, and Cedar Hill, TX.

-- Verestar, A.G., a Swiss Corporation, including a full-service
   teleport business based in Leuk, Switzerland serving Europe,
   Africa and the Middle East regions.

-- Government contracts providing international telecommunications
   services to several U.S. government agencies.

-- Occasional services contracts with most television networks for
   news backhaul and distribution.

-- Commercial contracts with Connexion by Boeing for European and
   Atlantic Ocean services, various maritime mobile and fixed
   broadband service companies, and domestic and international
   telecommunications companies and ISPs.

                  About SES AMERICOM

The largest supplier of satellite services in the U.S., SES
AMERICOM, Inc. is recognized as a pioneer of global satellite
communications services. Established in 1973 with its first
satellite circuit for the U.S. Department of Defense, the company
currently operates a fleet of 16 spacecraft in orbital positions
predominantly providing service throughout the Americas. As a
member of the SES GLOBAL family (Luxembourg and Frankfurt Stock
Exchanges: SESG), AMERICOM is able to provide end-to-end
telecommunications solutions to any region in the world. In 2001,
the company established AMERICOM Government Services, a wholly
owned subsidiary dedicated to providing satellite-based
communications solutions to both civilian and defense agencies of
the U.S. government. In 2003, SES AMERICOM formed WORLDSAT, a
wholly owned subsidiary that markets capacity on five satellites
covering Asia, and the Atlantic and Pacific Ocean regions, and
connecting premier regional satellite fleets. With its combined
operations, SES AMERICOM serves broadcasters, cable programmers,
aeronautical and maritime communications integrators, Internet
service providers, mobile communications networks, government
agencies, educational institutions, carriers and secure global
data networks with efficient communication and content
distribution solutions. SES AMERICOM key customers include ABC
Radio Networks, Antrix Corporation Ltd., AT&T Alascom, British
Telecom, Connexion by Boeing, Deutsche Welle, Discovery, EchoStar,
Fox, Gannett, TV Guide/Gemstar, Globecomm Systems, HBO, Hughes
Network Systems, JSAT, Korea Telecom, MCI, NBC, The New York
Times, NHK, PaxNet, PBS, PCCW, SCC, TELE Greenland, TV Europa,
TimeWarner, Unitel Hellas, Viacom, and various agencies of the
U.S. government.


WATERMAN INDUSTRIES: Employs Aegis Bancorp as Investment Banker
---------------------------------------------------------------
Waterman Industries, Inc., seeks approval from the U.S. Bankruptcy
Court for the Eastern District of California, Fresno Division, to
employ Aegis Bancorp as its investment banker.

The Debtor reports that Aegis Bancorp will:

   a. obtain information from client and its advisors and
      conducting a review to identify all of the elements which
      could possibly contribute to the company's value; generate
      a corporate memorandum describing the different components
      of client's business to be marketed to potential buyers;

   b. research, identify and qualify one or more potential
      suitors; review and update with client the list of
      potential buyers, and document contacts and levels of
      interest and/or offers;

   c. negotiate with potential buyers for the highest and best
      offers for the client's stock or all or part of the
      client's assets, and advising client with regard to the
      optimum alternatives;

   d. assist with the due diligence process;

   e. coordinate Debtor's legal, accounting and other advisors
      to assist with a timely closing of the transaction of the
      operation to a selected suitor.

A $12,000 retainer will be paid to Aegis Bancorp upon court
approval.  At the closing of a transaction including any
acquisition, merger, stock purchase, asset purchase or similar
transaction, the Debtor will pay Aegis Bancorp a success fee of
4.0% of the total consideration for amounts up to $3,000,000 plus
3.0% of amounts between $3,000,000 and $5,000,000, plus 2.0% of
amounts greater than $5,000,000.

Headquartered in Exeter, California, Waterman Industries, Inc.
-- http://www.watermanusa.com/-- provides water control and  
irrigation control.  The Company filed for chapter 11 protection
on February 10, 2004 (Bankr. E.D. Calif. Case No. 04-11065). Riley
C. Walter, Esq., at Walter Law Group, A Professional Corporation
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed over
$10 million in both estimated debts and assets.


WESTPOINT STEVENS: Obtains Approval for $100K Atkins Break-Up Fee
-----------------------------------------------------------------
WestPoint Stevens Inc. and its debtor-affiliates sought and
obtained the Court's authority to pay a $100,000 break-up fee to
Atkins Machinery Inc. in the event that the final accepted bid for
the 395 Sulzer projectile looms is from a qualified bidder other
than Atkins.  The Break-Up Fee will be payable to Atkins in cash,
by wire transfer of immediately available funds or proceeds to an
account designated in writing by Atkins, on the business day
following the date of consummation of the Alternative Transaction.  
Upon payment of the Break-Up Fee, the Debtors will be fully
released and discharged from any liability or obligation arising
under or relating to the Purchase Agreement with Atkins.

The Debtors believe that the Break-Up Fee provides incentive for
Atkins to agree to a higher purchase price.  To the extent the
purchase price for the Looms has been improved prior to the
receipt of competing offers at the Auction, a higher floor has
been established for further competing offers.  Thus, even if
Atkins ultimately is not the successful bidder, the Debtors and
their estates will have benefited from the higher floor
established by Atkins' improved bid. (WestPoint Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-7000)  


WHX CORP: Handy & Harman Unit Enters Into $163MM Financing Deal
---------------------------------------------------------------
April 2 /PRNewswire-FirstCall/

WHX Corporation (NYSE: WHX) announced that its wholly-owned
subsidiary, Handy & Harman, successfully entered into new
financing arrangements with each of Congress Financial
Corporation, as agent, and Ableco Finance LLC, as agent, with
aggregate commitments of $163.15 million.

Congress' facility consisted of a revolving credit facility of up
to $70 million and a term loan of $22.15 million. Ableco's
facility consisted of a Tranche B term loan of $71 million.  

In connection with the transaction, WHX also made a subordinated
loan to Handy & Harman in the amount of $43.5 million.  The
proceeds of the loans from Congress, Ableco and WHX were primarily
used to refinance Handy & Harman's previous credit facility with
Citibank, N.A., and for working capital purposes.


WHX (S&P, B- Corporate Credit Rating, Negative Outlook) is a
holding company that has been structured to invest in and/or
acquire a diverse group of businesses on a decentralized basis.
WHX's primary business is Handy & Harman, a diversified
manufacturing company with activities in precious metals
fabrication, specialty wire and tubing and engineered materials.


WOMEN FIRST: Fails to Comply with Nasdaq's Listing Standards
------------------------------------------------------------
Women First HealthCare, Inc. (Nasdaq:WFHC), a specialty
pharmaceutical company, announced that based on notices the
Company has received from The Nasdaq Stock Market, the Company
expects that its shares will be delisted from the Nasdaq Stock
Market at the opening of business on April 12, 2004 because the
Company has failed to remain in compliance with listing
requirements. Once the Company's common stock is delisted, the
Company expects that its shares will continue to trade on the
over-the-counter bulletin board.

The Company also announced that Richard Rubin has resigned as a
director of the Company for personal reasons.

         About Women First HealthCare, Inc.

Women First HealthCare Inc. (Nasdaq: WFHC) is a San Diego-based
specialty pharmaceutical company. Founded in 1996, its mission is
to help midlife women make informed choices regarding their health
care and to provide pharmaceutical products -- the company's
primary emphasis -- and lifestyle products to meet their needs.
Women First HealthCare is specifically targeted to women age 40+
and their clinicians. Further information about Women First
HealthCare can be found online at http://www.womenfirst.com/

                        *   *   *

               Liquidity and Capital Resources

In its Form 10-K for the fiscal year ended December 31, 2003,
Women First HealthCare, Inc. states:

"Our operating results during the fourth quarter of 2002 and the
first half of 2003 caused us to fall out of compliance with
certain financial covenants applicable to our senior secured
notes. In 2003, we amended and restructured the senior secured
notes and convertible redeemable preferred stock agreements, among
other things, to: (i) waive these past defaults, (ii) institute
new financial covenants, (iii) pledge additional security
interests in certain assets, (iv) grant new warrants to replace
canceled warrants, (v) provide for an apportionment of net
proceeds from future asset sales and/or the license and sale of
international rights to Vaniqa Cream, if any, based on a pre-
determined formula, and (vi) exchange shares of a new series of
convertible redeemable preferred stock for the same number of
shares of the series of convertible redeemable preferred stock
previously issued. The new series of convertible redeemable
preferred stock has the same terms as the prior series, except
that it requires proceeds of specified asset sales to be used to
redeem the shares of convertible redeemable preferred stock and
granted us the right to redeem the convertible redeemable
preferred stock at our option at a premium equal to 108% of the
accreted stated value of the convertible redeemable preferred
stock through November 30, 2003, at which time the redemption
premium increased based on a formula that took into account the
number of shares redeemed before December 19, 2003.

"Any future default under the senior secured or other notes
payable would allow the respective note holders to accelerate our
indebtedness. There is no provision for acceleration of the
convertible redeemable preferred stock, and the convertible
redeemable preferred stock does not contain financial covenants.
However, if we fail to make a purchase, redemption, liquidation or
other payment due under the terms of the convertible redeemable
preferred stock, the holders, voting as a separate class, will be
entitled to elect two directors to our board of directors until
such purchase, redemption, liquidation or other payment is made.
Also, if we fail to make a purchase, redemption, liquidation or
other payment due under the terms of the convertible redeemable
preferred stock, or breach or violate any other provision of the
convertible redeemable preferred stock, the accretion rate will be
increased to 18% per annum until such breach is cured. We
currently anticipate breaching at least one of our debt covenants
during the first quarter of 2004.

"We currently do not have adequate liquidity or available sources
of financing to meet our contractual obligations and settle our
operating liabilities. Without an infusion of cash, we estimate
that we may not have adequate cash to meet our working capital and
debt service needs beyond mid-April 2004. If we are unable to
raise sufficient capital and generate sufficient cash flow from
future operations, there is a substantial prospect that we would
be required to seek protection under the U.S. Bankruptcy Code.
These factors raise substantial doubt about our ability to
continue as a going concern. Should we fail to comply with the
covenants governing our indebtedness, the lenders may elect to
accelerate our indebtedness and foreclose on the collateral
pledged to secure the indebtedness. All of our assets (other than
our license rights interest in the EsclimTM patch) have been
pledged to secure our obligations under our various debt
agreements.

"In order to address our current debt service requirements and
working capital needs, our strategic priorities are to: (i)
identify an acquisition or merger partner with interest in
acquiring the Company or all or a significant portion of our
assets; (ii) identify and implement measures to conserve cash
resources and implement stricter controls over our operating costs
(including the layoff and discontinuance of the As We ChangeTM
mail order and internet catalog operations by March 29, 2004),
(iii) restructure our existing indebtedness and (iv) raise
sufficient capital to satisfy our working capital and debt service
requirements for the foreseeable future. Specifically, we are
considering the sale of any and all products.

"We retained Miller Buckfire Lewis Ying & Co., LLC (MBLY) to
assist in exploring opportunities to sell our Company or some or
all of our pharmaceutical products or license rights, to
restructure our significant outstanding indebtedness and to obtain
new sources of financing. We and MBLY have begun discussions with
the holders of our $28.0 original principal amount of senior
secured notes to obtain a forbearance agreement to defer near-term
interest payments, address likely future covenant violations and
additional financing needs, but there can be no assurance that the
senior lenders will grant such forbearance or that such additional
financing will be available. If we are unsuccessful in promptly
implementing a transaction to sell our Company or some or all of
our assets or in obtaining additional financing, we may be forced
to withhold payment to suppliers, debt holders and others. In such
a case, we could be required to file for bankruptcy protection.
Although we have received indications of interest from potential
acquirers of one or more of our pharmaceutical products and
potential sources of financing, we do not have any definitive
agreements in place. There can be no assurance that a sale of
assets or a financing on terms acceptable to us or our creditors
can be agreed to and implemented. Achievement of these priorities
is essential to the continuation of our Company. If we are
unsuccessful in promptly implementing a transaction to sell the
Company or some or all of its assets or in obtaining additional
financing, we may be forced to withhold payments to suppliers,
debt holders and others. If we were required to file for
bankruptcy protection, there can be no assurance that the
Company's stockholders would retain any value."


WORLD AIRWAYS: Hollis Harris Discloses 10.2% Equity Stake
---------------------------------------------------------
Yvonne

Hollis L. Harris, of Peachtree City, Georgia, beneficially owns
10.2% of the outstanding common stock of World Airways, Inc.,
represented in his holding of 1,282,398 common stock shares of the
Company.  Mr. Harris holds sole voting and dispositive powers over
the stock.

Utilizing a well-maintained fleet of international range, widebody
aircraft, World Airways has an enviable record of safety,
reliability and customer service spanning more than 55 years.  The
Company is a U.S. certificated air carrier providing customized
transportation services for major international passenger and
cargo carriers, the United States military and international
leisure tour operators.  Recognized for its modern aircraft,
flexibility and ability to provide superior service, World Airways
meets the needs of businesses and governments around the globe.
For more information, visit the Company's Web site at
http://www.worldairways.com/

At December 31, 2003, the company's balance sheet is upside down
by $6,673,000.


WORLDCOM INC: Proposes Modifications to Global Services Pact
------------------------------------------------------------
On December 3, 2002, the Worldcom Inc. Debtors assumed a modified
version of a Global Services Agreement with BP International
Limited.  The GSA provided for the management of BP's worldwide
telecommunications and related services needs through an
outsourcing of BP's worldwide telecommunications to the Debtors on
an exclusive basis.  A Second Amended and Restated Global Services
Agreement further modified the GSA on January 1, 2003.

Since the assumption, BP and the Debtors continued to perform
under the Second Amended GSA.  Absent termination for other
reasons, the Second Amended GSA expires by its own terms on
May 31, 2005.  The Second Amended GSA also provides that BP may
terminate, without the necessity of seeking modification of the
automatic stay, upon the occurrence of certain events.

When the Second Amended GSA was executed, the parties anticipated
that the Agreement would allow for much needed flexibility during
the GSA's remaining term.  The Second Amended GSA relaxed certain
requirements of the original GSA in the procurement of Telecom
Services.  Moreover, under the Assumption Order, BP and the
Debtors were permitted to immaterially modify, amend or
supplement the Second Amended GSA, without further Court order,
upon prior written notice to the Official Committee of Unsecured
Creditors.  Over time, the Debtors and BP made non-material
modifications to the GSA.

Recently the parties began to discuss their long-term business
relationship.  Although the Second Amended GSA will soon expire
by its own terms, the Debtors want to develop a long-term
business relationship with BP well beyond May 31, 2005.  
Accordingly, the parties entered into extensive negotiations
regarding a contract structure consistent with both parties'
operational needs, intended to foster a long-term business
relationship between them.  As a result, the Debtors and BP
agreed to once again modify the Second Amended GSA.

According to Sylvia Mayer Baker, Esq., at Weil Gotshal & Manges,
LLP, in Houston, Texas, the Second Amended GSA will be modified
to provide that:

   -- The exclusivity provisions contained in the Second Amended
      GSA will be eliminated.  As a result, the Debtors will not
      continue to be the exclusive telecommunications provider
      for BP and its affiliates.  Although BP will be allowed to
      seek services from other providers, certain minimum
      commitments to the Debtors are preserved;

   -- The Professional Services Organisation established by the
      Second Amended GSA will be phased out and eliminated.  The
      Debtors will no longer have any obligation to provide the
      services.  BP will reimburse the Debtors for the costs and
      liabilities, thereby reducing the costs and liabilities
      associated with the elimination of the PSO.  The Debtors
      will remain responsible for certain employee related claims
      and will indemnify and hold harmless BP and its affiliates
      for certain items;

   -- With the elimination of the PSO, the secondments of certain
      BP employees to the Debtors will end.  BP will be entitled
      to make offers of employment to WorldCom employees affected
      by the elimination of the PSO.  The offers will be on
      similar terms and for similar duties and responsibilities
      as the employees currently have with the Debtors;

   -- The $1,200,000 due and owing credit and $1,800,000
      anticipated credit due to BP under the Second Amended GSA
      will be eliminated.  As a result, the Debtors are no longer
      liable for these credits;

   -- The Debtors entered into a guaranty of certain financial
      obligations under the Second Amended GSA.  The Parent
      Company Guaranty is terminated;

   -- The Second Amended GSA required the Debtors to review
      services at regular intervals and provide BP with a
      benchmark based on current market conditions.  The
      modification limits the benchmarking and, thereby, reduces
      the Debtors' economic risk in significant respects;

   -- The modification does not affect the term of the Second
      Amended GSA; and

   -- The termination provisions of the Second Amended GSA are
      modified to include certain fixed liabilities in the event
      that BP terminates, other than for the Debtors' material
      breach, or in the event that the Debtors terminate due
      to BP's material breach.

By this motion, the Debtors ask the Court to approve the proposed
modification to the Second Amended GSA.

Headquarterd in Clinton, Mississippi, WorldCom, Inc.,
-- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts. (Worldcom Bankruptcy News, Issue No. 50; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WORLDGATE: 2003 Audit Report Contains Going Concern Qualification
-----------------------------------------------------------------
WorldGate Communications, Inc. (Nasdaq: WGAT) announced that, in
compliance with the new NASDAQ Rule 4350(b) requiring a public
announcement of the receipt of an audit opinion that contains a
going-concern qualification, the Company's 2003 financial
statements included in its March 26, 2004, Form 10-K filing with
the Securities and Exchange Commission, contained a going-concern
qualification from its auditors. This announcement does not
reflect any change or amendment to the financial statements as
filed.

The Company's independent certified public accountant, Grant
Thornton LLP, issued such a going-concern qualification on the
financial statements of the Company for the fiscal year ending
December 2003, based on the significant operating losses and
accumulated deficiency reported for the fiscal year ended December
31, 2003. PricewaterhouseCoopers LLP, the Company's previous
auditors, had also issued a going-concern qualification for the
2002 fiscal year.

               About WorldGate Communications, Inc.

WorldGate is in the business of developing, manufacturing and
distributing video phones for personal and business use, to be
marketed with the Ojo brand name. The Ojo video phone is designed
to conform with industry standard protocols, and utilizes
proprietary enhancements to the latest technology for voice and
video compression. Ojo video phones are designed to operate on the
high speed data infrastructures provided by cable and DSL
providers. WorldGate has applied for patent protection for its
unique technology and techno-futuristic design that contribute to
the functionality and consumer appeal offered by the Ojo video
phone. WorldGate believes that this unique combination of design,
technology and availability of broadband networks allow for real
life video communication experiences that were not economically or
technically viable a short time ago.


W.R. GRACE: Pursuing Court Nod for 2004-2006 Key Employee Plan
--------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates seek Judge Fitzgerald's
authority to implement the Grace 2004-2006 Long-Term Incentive
Program for certain key employees as part of a continuing, long-
term, performance-based incentive compensation program.

At the onset of their Chapter 11 cases, the Debtors received
authority to continue certain interim compensation programs for
key employees, including the 2001-2003 Long-Term Incentive Plan.  
In August 2002, and again in March, 2003, the Court granted the
Debtors' requests seeking to implement a revised compensation and
severance program as part of these incentive programs.

The ongoing Long-Term Incentive Program contemplates the
implementation of a specific, long-term incentive plan each year,
with payouts based on the performance of the Debtors' businesses,
measured on a three-year performance period beginning with the
year in which the specific plan is implemented.  To date, the
ongoing Long-Term Incentive Program consists of the 2002-2004
LTIP and the 2003-2005 LTIP.

In accordance with its design and goals regarding motivating key
employees, and the expectations of key employees, the ordinary
administration and implementation of the ongoing LTIP requires
that the annual long-term incentive awards be made to key
employees in the ordinary course of the Debtors' business in the
form of an "LTIP."  The 2004-2006 LTIP continues the
implementation of that overall strategy.  Adoption of the 2004-
2006 LTIP is consistent with the ongoing LTIP with respect to its
design, and with the 2002-2004 and 2003-2005 LTIPs previously
adopted.

          Similarity of 2004-2006 LTIP With Prior LTIPs

In all material respects, the provisions of the 2004-2006 LTIP
are identical to the provisions of the two previous LTIPs, which
were authorized and approved by the Court under the revised
compensation orders.  Specifically, the 2004-2006 LTIP provisions
are the same as the provisions of the two previous LTIPs in that:

        -- The payments under the 2004-2006 LTIP will consist
           of 100% cash.

        -- Business performance is measured on a 3-year
           performance period, beginning with 2004.

        -- The applicable compound annual 3-year growth
           rate in core earnings before interest and
           taxes to achieve an award of 100% of the 2004-
           2006 LTIP target payment will be 6% per annum.

        -- Partial payouts for EBIT growth rates between
           0% and 6% will be implemented on a straight-line
           basis.

        -- The amount of the 2004-2006 LTIP target payment
           will be increased at EBIT compound annual growth
           rates in excess of the 6%, up to a maximum of 200%
           of the Base Target Payment at an annual compound
           growth EBIT rate of 25%.

        -- Payouts, if earned, will occur in one-third and
           two-thirds installments, in March following
           years 2 and 3 of the Plan.

        -- The total target payout for the 2004-2006 LTIP
           will be no more than $11.8 million, which is the
           same total target payout in the 2002-2004 LTIP and
           the 2003-2005 LTIP.

The sole difference between the two previous LTIPs and the 2004-
2006 LTIP is the 3-year period during which performance is
measured.  Implementation of the ongoing LTIP necessitates a
renewed LTIP be initiated each year, with no more than three
LTIPs in effect in any year.  Thus, upon Court approval, in 2004,
the 2002-2004 LTIP, the 2003-2005 LTIP, and the 2004-2006 LTIP
will be active.

                Importance of 2004-2006 LTIP

The Debtors relate that the ongoing LTIP was developed in
conjunction with Deloitte & Touche's Human Capital Advisor
Services Group at the time the Debtors sought approval of the
2002-2004 LTIP.  The 2004-2006 LTIP will have the effect of
continuing the ongoing LTIP developed at that time.

Permitting the Debtors to continue the ongoing LTIP by
implementing the 2004-2006 LTIP will aid the maximization of the
value of the Debtors' estates and further the Debtors' efforts to
successfully reorganize.  The Key Employees are experienced and
talented individuals who are intimately familiar with the
Debtors' businesses and can easily obtain employment elsewhere.  
A loss of Key Employees would adversely affect the Debtors'
operations by lowering the morale of the remaining employees
because of the appearance of disarray and disruption generated by
such departures.  It would also burden the Debtors' remaining
employees with additional responsibilities.  All of these factors
would make it more likely that the remaining Key Employees, too,
would explore other employment opportunities.

Without continuing the ongoing LTIP, it would also be difficult
and expensive to attract and hire qualified replacements for any
Key Employee who leaves the Debtors' employ.

The Debtors also note that the loss of even a few Key Employees
could potentially lead to more losses.  Such a scenario would
negatively impact the Debtors' operations.  The Debtors,
therefore, must protect a critical mass of their high-performing
employees in sufficient numbers to profitably operate their
businesses during the pendency of their Chapter 11 cases and
maximize the likelihood of a successful restructuring.

Given the current status of these Chapter 11 cases, the Debtors'
management believes that it will be unable to maintain employee
morale and loyalty if it does not continue the ongoing LTIP by
implementing the 2004-2006 LTIP.  The employees' morale,
continued loyalty to the Debtors, and faith in the Debtors'
management will be furthered by the 2004-2006 LTIP because the
ongoing LTIP clearly signals the Debtors' commitment to
continuing to profitably grow their businesses for the benefit of
the Debtors' stakeholders, including their employees. (W.R. Grace
Bankruptcy News, Issue No. 58; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


* The Garden City Group Names M. Linda Mazzitti Vice President
--------------------------------------------------------------
David A. Isaac, president of The Garden City Group, Inc. (GCG),
recently announced the appointment of M. Linda Mazzitti as vice
president. Mazzitti will be responsible for managing the company's
Midwest regional headquarters in Columbus, Ohio, and brings more
than 20 years of management and law experience to her new
position.

"Clients will benefit from Linda's experience not only as an
accomplished attorney, but also for her class action management
skills. We look forward to the contributions that her talents will
make throughout our organization," said Isaac. "Having been a GCG
client before joining our company, Linda has the advantage of
bringing this unique perspective to the firm," added Isaac.

"The deciding factors for my decision to join GCG were the firm's
personal responsiveness and superior customer service that
impressed me as a client," said Mazzitti. "I am looking forward to
the challenges of this new role and to contributing to the future
growth and success of GCG."

Before joining GCG, Mazzitti was the assistant general counsel and
manager of the Class Action Unit at Nationwide Mutual Insurance
Company. During her tenure at the company, she was responsible for
all Property and Casualty class actions throughout Nationwide,
including its affiliates and subsidiaries. In addition, Mazzitti
handled and supervised corporate litigation.

Mazzitti is a graduate of Western Kentucky University and received
her Juris Doctor from the University of Akron School of Law.

The Garden City Group, a subsidiary of Crawford & Company,
administers class action settlements, manages Chapter 11 claims
administration, designs legal notice programs, offers inspection
services, manages warranty and product recall services, and
provides expert consultation services. Its web address is
http://www.gardencitygroup.com/

Based in Atlanta, Georgia, Crawford & Company --
http://www.crawfordandcompany.com/-- is the world's largest  
independent provider of claims management solutions to insurance
companies and self-insured entities, with a global network of more
than 700 offices in 67 countries. Major service lines include
workers' compensation claims administration and healthcare
management services, property and casualty claims management,
class action services, and risk management information services.
The Company's shares are traded on the NYSE under the symbols CRDA
and CRDB.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total          
                                Shareholders  Total     Working   
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         N.A.         N.A.     N.A.
Akamai Technologies     AKAM       (175)         280      140
AK Steel Holdings       AKS         (53)       5,025      579   
Amazon.com              AMZN     (1,036)       2,162      568
Aphton Corp             APHT        N.A.         N.A.     N.A.             
Arbitron Inc.           ARB         (18)         184      (25)
Alliance Resource       ARLP        N.A.         N.A.     N.A.
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Blount International    BLT         N.A.         N.A.     N.A.
Cincinnati Bell         CBB        (640)       2,073      (47)     
Columbia Laboratories   CBRX        N.A.         N.A.     N.A.
Cubist Pharmaceuticals  CBST        N.A.         N.A.     N.A.   
Cedara Software         CDE          (2)          20      (12)  
Choice Hotels           CHH        (118)         265      (43)
Cherokee International  CHRK       (120)          64       15
Compass Minerals        CMP         N.A.         N.A.     N.A.
Caraco Pharm Labs       CPD         N.A.         N.A.     N.A.  
Centennial Comm         CYCL       (579)       1,447      (98)     
Delta Air Lines         DAL        (384)      26,356   (1,657)
Diagnostic Imag         DIAM          0           20       (3)     
Echostar Comm           DISH     (1,206)       6,210    1,674
Deluxe Corp             DLX        (298)         563     (309)  
Education Lending Group EDLG         (2)       3,583      N.A.                
WR Grace & Co.          GRA         N.A.         N.A.     N.A.
Graftech International  GTI         (97)         967       94   
Integrated Alarm        IASG        N.A.         N.A.     N.A.
Imax Corporation        IMAX        N.A.         N.A.     N.A.
Imclone Systems         IMCL       (270)         382       (3)
Kinetic Concepts        KCI         (80)         618      244
KCS Energy              KCS         N.A.         N.A.     N.A.   
Lodgenet Entertainment  LNET        N.A.         N.A.     N.A.
Lucent Technologies     LU       (3,371)      15,765    2,818        
Memberworks Inc.        MBRS        (20)         248      (89)   
Millennium Chem.        MCH         (46)       2,398      637  
Moody's Corp.           MCO         (32)         941      137
McDermott International MDR        (363)       1,249      (24)
McMoRan Exploration     MMR         N.A.         N.A.     N.A.
Maxxam Inc.             MXM         N.A.         N.A.     N.A.     
Niku Corp.              NIKU        N.A.         N.A.     N.A.
Nuvelo Inc.             NUVO        N.A.         N.A.     N.A.  
Northwest Airlines      NWAC     (1,775)      14,154     (297)   
Nextel Partner          NXTP        (13)       1,889      277  
ON Semiconductor        ONNN       (498)       1,144      201   
Airgate PCS Inc.        PCSAD       N.A.         N.A.     N.A.    
Petco Animal            PETC        N.A.         N.A.     N.A.
Pinnacle Airline        PNCL        (48)         128       13       
Primus Telecomm         PRTL        (96)         751      (26)
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q        (1,106)      26,216   (1,132)   
Quality Distribution    QLTY        N.A.         N.A.     N.A.   
Rite Aid Corp           RAD         (93)       6,133    1,676    
Sepracor Inc            SEPR       (619)       1,020      728
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT          0           64       33     
Syntroleum Corp.        SYNM        N.A.         N.A.     N.A.
Town and Country Trust  TCT          (2)         504      N.A.
Thermadyne Holdings     THMD       (665)         297      139                 
TiVo Inc.               TIVO        N.A.         N.A.     N.A.   
Triton PCS Holdings     TPC        (180)       1,519       52     
Tessera Technologies    TSRA        N.A.         N.A.     N.A.
Ultimate Software       ULTI        N.A.         N.A.     N.A.    
US Home & Garden        USHG         (2)          96       (5)  
UST Inc.                UST        (115)       1,726      727   
Universal Technical     UTI         (36)          84       29    
Valence Tech            VLNC        (17)          36        4
Western Wireless        WWCA       (224)       2,521       15   
Expressjet Holdings     XJT         (10)         510       15   
Xoma Ltd.               XOMA        N.A.         N.A.     N.A.

                           *********

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

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

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

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Rizande B.
Delos Santos, Paulo Jose A. Solana, Aileen M. Quijano and Peter A.
Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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