TCR_Public/040412.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, April 12, 2004, Vol. 8, No. 71

                           Headlines

37POINT9: Globelink Unit Accepts $62M Villa Noble Funding Proposal
ADELPHIA BUSINESS: Emerges From Chapter 11 as a Private Company
ADELPHIA COMMS: Calls on Asset Auctions LLC To Help Sell Equipment
AGCO CORP: S&P Affirms & Removes BB+ Credit Rating from Watch
AIR CANADA: C. Rovinescu Leaves Chief Restructuring Officer Post

AIR CANADA: Pilot Panel Comments on Calin Rovinescu's Departure
AIR CANADA: WestJet Airlines Hints Info. Misuse Lawsuit is Bogus
ALLIED WASTE: Prices Notes Funding $1B Senior Debt Offering
ALLIED WASTE: S&P Assigns B+ Rating to $200MM Sr. Sub. Debentures
AMERCO: Asks Court for Go-Signal on WP Carey Transaction

ARGOSY GAMING: Redsky Partners Discloses 6.55% Equity Stake
ATLANTIC COAST: Reports Preliminary March 2004 Traffic Results
BILL KNAPP: Hayman Company Sells Two Properties for Comerica Bank
CARAUSTAR INDUSTRIES: Q1 Conference Call Webcast Set for Apr. 28
CINCINNATI BELL: Ranks #4 in Zacks' Sell List

COLLINS & AIKMAN: Keep Stratford Plant Open Say Steelworkers
CONSOLIDATED FREIGHTWAYS: Puts Chattanooga Property Up for Sale
CONSOLIDATED FREIGHTWAYS: Selling Decatur Distribution Facility
CONSOLIDATED FREIGHTWAYS: Iowa Facilities to be Sold April 15
CONSOLIDATED FREIGHTWAYS: Selling San Jose Distribution Facility

CONSOLIDATED FREIGHTWAYS: Selling Seattle Distribution Facility
CONSOLIDATED FREIGHTWAYS: Puts Topeka Facility Up for Sale
CONSOLIDATED FREIGHTWAYS: Selling Wilson Distribution Facility
COTT CORP: Releasing 1st Quarter Financial Results on April 20
DATA-TELECOM CORP: Case Summary & 5 Largest Unsecured Creditors

DEKALB COUNTY HOUSING: S&P Hacks Ser. 1996 Bond Ratings to CC & C
EASYLINK: Improved Results Spur J.M. Dutton's Buy Rating Upgrade
EDUCATE OPERATING: $190M Sr. Sec. Bank Loan Gets S&P's B+ Rating
ELEC COMMUNICATIONS: Net Loss Declines to $66,653 in First Quarter
ENRON CORP: Stipulation Temporarily Allows 25 Claims for Voting

EQUITY RESIDENTIAL: Ranks #4 in Zacks' Sell List
EPRESENCE INC: Provides Update on Liquidation Proceedings
EXEGENICS INC: FY 2003 Net Loss Slides 43% to $6 Million
EXEGENICS INC: Appoints CFO David E. Riggs as President & CEO
EXIDE: Lead Claimants Want Claims Estimated to Establish Reserve

FEDERAL-MOGUL: Nippon Piston Demands Prompt Decision on Agreements
FERRELLGAS: S&P Revises Ratings Outlook over Weak Op. Performance
FLEMING COS: Files 2nd Amended Plan & Disclosure Statement in Del.
FORD MOTOR: Declares Second Quarter Dividend Payable on June 1
FRIENDLY ICE CREAM: Credit Facility Maturity Extended into 2007

GENERAL MEDIA: Penthouse to Buy 75% of Class A Preferred Stock
GMAC MORTGAGE: Fitch Takes Rating Actions on 7 Securitizations
GMX RESOURCES: Expects FY 2003 Results to Swing to Positive Zone
HERITAGE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
INTEGRATED HEALTH: Court Authorizes Class 6 Cash-Out Distribution

IT GROUP: Court Confirms First Amended Joint Chapter 11 Plan
JB OXFORD: 2003 Audit Opinion Contains Going Concern Qualification
KAISER: Futures Representative Wants to Extend PwCCF' Retention
KAISER ALUMINUM: Selling Alpart Stake to Rual Trade for $215 Mil.
KANSAS CITY SOUTHERN: Agrees with TMM to Stay Arbitration

KANSAS CITY SOUTHERN: Releasing Q1 2004 Results on April 29
KEY ENERGY: Lenders Want Audited 2003 Results by Sept. 30
MACROVISION CORPORATION: Ranks #5 in Zacks' Sell List
MAGELLAN HEALTH: Objects to Detroit-Wayne Agency's Claim
MARICOPA COUNTY: S&P Cuts $23 Million Revenue Bond Rating to B

MEDICAL DISCOVERIES: Eliminates Additional $130,000 Secured Debt
METRO-GOLDWYN: Featured in Schaeffer's Street Chatter
MICROCELL: Redeeming Outstanding Preferred Shares on May 1, 2004
MIRANT: Pursuing Nod for New General Electric Service Agreements
NATIONSRENT INC: Creditor Trustee Wants Various Claims Nixed

OWENS CORNING: Insurers Push for Rule 2004 Document Production
PARMALAT GROUP: Parmalat Nicaragua Secures $5.4 Million Financing
P.D.C. INNOVATIVE: Now a Wholly Owned Subsidiary of Ragin' Ribs
PROGRESSIVE PROCESS: Case Summary & Largest Unsecured Creditors
RIGGS NATIONAL: S&P Revises Outlook on BB Rating to Negative

ROGERS COMMS: Files Prelim. Shelf Prospectus to Commence Offerings
RSJ REALTY INC: Case Summary & 3 Largest Unsecured Creditors
SK GLOBAL: Has Until June 21, 2004 to Make Lease Decisions
STOLT OFFSHORE: Reschedules First Quarter Results to April 23
STOLT OFFSHORE: Wins $120 Million Contracts in the North Sea

STRUCTURED FINANCE: Fitch Hacks 3 Ratings to Low-B/Junk Levels
TELCOVE: Emerges from Chapter 11 Bankruptcy as Private Company
TENNECO AUTOMOTIVE: Intends to Build Engineering Center in China
UNIVERSAL BROADBAND: Inks $3M Dutchess Equity Line Credit Pact
US AIRWAYS: Settles Two California Tax Board Claims

WASHINGTON SQUARE: Case Summary & 6 Largest Unsecured Creditors
VERIDIUM CORPORATION: Closes $2.5 Mil. Financing With Laurus Funds
VERIDIUM CORPORATION: FY 2003 Conference Call Moved to April 15
VISTEON CORPORATION: Ranks #5 in Zacks' Sell List
WARNACO INC: Names Michelle Garvey as Chief Information Officer

WATERMAN INDUSTRIES: UST Appoints Official Creditors' Committee
WESTPORT: Kerr-McGee Merger News Spurs S&P's Watch Positive
WORLDCOM INC: Telcove Woos Court to Allow ASR-Related Claims
WORLDCOM: Brazilian Group Submits Enhanced Bid to Buy Embratel
XM SATELLITE: Featured in Schaeffer's Street Chatter

XTRANA INC: Stockholders Approve $4MM Sale of Patent Portfolio

* Davis Polk & Wardwell Elects Four New Counsel

* BOND PRICING: For the week of April 12 - 16, 2004

                           *********

37POINT9: Globelink Unit Accepts $62M Villa Noble Funding Proposal
------------------------------------------------------------------
On February 27, 2004, GlobeLink Capital, Inc., an affiliate of
37Point9 and EarthNetMedia, Inc., accepted an introductory funding
proposal from Villa Noble S.L., Marbella, Spain, in the amount of
EURO $50 million (US $62.5 million). The primary purpose of the
funding is to provide capital to Chinese companies in which the
controlling interest has been conveyed to GlobeLink Capital from
Beijing Guo Xin Well-tel Technology Co., Ltd., a division of The
Ministry of Information Industry, People's Republic of China
(Well-tel).

The first tranche of EUR $10 million (US $12.5 million) will be
divided. EUR $5 million will be designated to GlobeLink Capital,
Inc. for Chinese investment and EUR $5 million in the Company for
the acquisition of a ten (10) percent equity in 37Point9. The
Company will in turn invest EUR $2.5 million to acquire a five (5)
percent equity position in EarthNetMedia, Inc. The second tranche
of funds in the same amount will be divided as stated above.

The Agreement also states that for each investment that GlobeLink
Capital, Inc. makes in a Chinese company, twenty-five (25) percent
of the equity received will be distributed GlobeLink Capital, Inc.
shareholders in the form of a special dividend.

GlobeLink Capital, Inc. will cause its preferred and common stock
to be registered and free trading to Villa Noble's investors at
the time of the initial placement of EUR $10 million including
each incremental investment thereof to EUR $50 million.

The company's June 30, 2003, balance sheet discloses a total
stockholders' deficit of $310,128.

In its latest Form 10QSB filing with the SEC, the company reported
that its ability to continue as a going concern is dependent on
the ability to raise additional funds and implement its business
plan.


ADELPHIA BUSINESS: Emerges From Chapter 11 as a Private Company
---------------------------------------------------------------
Telcove [formerly known as Adelphia Business Solutions, Inc.], a
leading provider of business critical telecommunications services
to enterprise customers and carriers, has successfully emerged
from Chapter 11 pursuant to the plan of reorganization confirmed
by the U.S. Bankruptcy Court in December of 2003.

[ABIZ began doing business as TelCove in March 2003.]

"Telcove is emerging as a revitalized company with an
extremely bright future," said Bob Guth, President and CEO of
Telcove.  "This achievement is attributable to the loyalty and
patience of our customers, the professionalism and dedication of
our employees, and the commitment and drive of our creditor
groups."

TelCove also stated it will operate as a privately held
company, majority owned by Bay Harbour Management, L.C.

"Telcove network assets are clearly differentiated from
those of other CLECs, which was why we were initially attracted
to the company," said Kurt Cellar of Bay Harbour Management.
"The value and capabilities of those assets, coupled with
Telcove's strong financial condition upon emergence, gives us
great confidence in Telcove's longterm growth prospects."

Headquartered in Coudersport, Pennsylvania, Adelphia Business
Solutions, Inc. -- http://www.adelphia-abs.com/-- is a leading
provider of facilities-based integrated communications services to
businesses, governmental customers, educational end users and
other communications services providers throughout the United
States. The Company filed for Chapter 11 protection on March 27,
2002 (Bankr. S.D.N.Y. Case No. 02-11389).  Harvey R. Miller, Esq.,
Judy G.Z. Liu, Esq., Weil, Gotshal & Manges LLP represent the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed $ 2,126,334,000 in
assets and $1,654,343,000 in debts.


ADELPHIA COMMS: Calls on Asset Auctions LLC To Help Sell Equipment
------------------------------------------------------------------
To facilitate the sale of excess cable equipment, the Adelphia
Communications Debtors ask the Court to approve an Asset
Disposition Agreement with Asset Auctions LLC.  The Auction
Agreement gives Asset Auctions the authority to market the Excess
Equipment and conduct online auctions for six months.

The Auction Agreement provides compensation to Asset Auctions in
respect of its services:

   (1) Fixed Fee

       Asset Auctions will be entitled to a $13,500 fixed fee --
       $500 per lot for 27 lots.  The fee will be payable to
       Asset Auctions irrespective of whether the 27 auctions to
       be conducted results in a sale of any of the Excess
       Equipment;

   (2) Commission

       Asset Auctions will be entitled to a commission for each
       auction that results in a sale.  The fee will be equal to
       1% of the total purchase price achieved through an
       auction; and

   (3) Expenses

       Asset Auctions will be entitled to reimbursement for all
       reasonable out-of-pocket expense, including $advertising,
       translation and interpretation and copying expenses
       incurred.

Asset Auctions will be responsible for coordinating the shipment
of all of the Excess Equipment sold through the auction process
from the warehouses they are stored to the successful bidder.
The shipment cost will be borne by the purchaser and will be
built into the purchase price.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, relates that pursuant to the Auction Agreement, any sale
proceeds will be paid directly by the pertinent purchasers to the
Debtors.  At no time will Asset Auctions be holding the sale
proceeds.  Moreover, as the auction process will be conducted
online, Asset Auctions will never have control over the assets
sought to be sold.  Under the Auction Agreement, Asset Auctions
will simply act as a broker to obtain the highest and best offer
for the Excess Equipment, facilitate the execution of a purchase
agreement and coordinate the shipment of the purchased equipment.

Ms. Chapman asserts that the Auction Agreement saves the Debtors'
estates the costs associated with the disposition and removal of
the Excess Equipment. (Adelphia Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AGCO CORP: S&P Affirms & Removes BB+ Credit Rating from Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on AGCO Corp. following the firm's $300 million (net
proceeds) common equity offering. Proceeds will be used to pay
down a portion of the debt used to finance the ?600 million
acquisition of Finland-based Valtra Corp. (unrated), completed in
January 2004. At the same time, Standard & Poor's lowered its
senior unsecured debt rating on AGCO to 'BB-' from 'BB'. With
the Valtra acquisition and the consequent increase in secured
debt, the percentage of secured debt and other priority
liabilities to total corporate assets rises to over 40%, causing
the senior unsecured debt to be notched down twice from the
corporate credit rating. Ratings are removed from CreditWatch,
where they were placed on Sept. 10, 2003. Total pro forma debt
stands at $1.049 billion. The outlook is stable.

In addition, Standard & Poor's assigned its 'BB-' rating to AGCO's
?200 million senior subordinated notes due 2014. Proceeds will be
used to redeem the company's $250 million 8.5% senior subordinated
notes, due 2006.

"The rating reflects AGCO's satisfactory competitive business
position as the world's third-largest agricultural equipment
manufacturer with annual sales of $4.5 billion, and subpar cash
flow protection measures that are expected to strengthen as the
firm derives efficiency benefits from restructuring and cost-
cutting actions," said Standard & Poor's credit analyst Daniel R.
DiSenso. Debt usage should diminish as AGCO is now expected to be
less acquisitive.

The combination with Valtra, the market leader for tractors in the
Nordic region of Europe, and solidly positioned in Latin America,
strengthens AGCO's business profile. AGCO will benefit from
Valtra's technology, efficient manufacturing operations, and
cross-selling opportunities provided by the Valtra distribution
network.

AGCO has been the primary industry consolidator, making over 20
acquisitions since the company's founding in 1990, with Valtra by
far the largest. The industry consolidation is now largely
completed, and therefore AGCO's growth plan is expected to be
mostly organic, supplemented on occasion with niche, tuck-in
acquisitions.

Pro forma for the Valtra acquisition, credit measures are somewhat
stretched for the ratings with debt, adjusting for operating
leases but excluding receivables funded under AGCO's
securitization programs, to capital of about 48% and funds from
operations to debt of around 19%. Over the next one to two years,
debt leverage should decline to the 40%-45% range, and funds from
operations to debt should strengthen to 20%-25%.

A favorable business outlook and expected benefits from cost-
cutting activities should result in strengthened cash generation.
Together with an organic growth plan that should result in reduced
debt usage, AGCO's improved performance and more conservative
capital structure allow for the generation of improved credit
statistics.


AIR CANADA: C. Rovinescu Leaves Chief Restructuring Officer Post
----------------------------------------------------------------
Air Canada announced the resignation of Calin Rovinescu, Executive
Vice President and Chief Restructuring Officer. While the
resignation is effective April 7, Mr. Rovinescu will remain
available as an advisor to the Company for several weeks to ensure
an orderly transition.

Mr. Rovinescu's responsibilities will be assumed by members of
executive management with an expanded role for the Monitor. The
Board has asked CEO Robert Milton to assume direct responsibility
for certain of the functions previously handled by Mr. Rovinescu.
Paul Brotto, Executive Vice President, Planning & Cost Management
will assume responsibility for much of the day-to-day
restructuring activity. Air Canada will also make application to
the Court to amend the initial CCAA order to expand the role of
the Monitor.

"Beyond his invaluable contribution in leading our restructuring
process which has achieved remarkable results in an unprecedented
short period of time and leaves us a clear path towards a
successful conclusion, Calin was an important agent of change
while at Air Canada," said Robert Milton, President and Chief
Executive Officer. "We probably achieved more institutional change
over the last year than we have over the previous sixty. His
leadership, strategic skills and vision were invaluable during the
most tumultuous period in the history of Air Canada and the
airline industry. The corporatization business model which
resulted from Calin's strategy to illuminate the hidden value in
business units such as Aeroplan and Air Canada Technical Services
(ACTS) should result in significant value creation in the future.
He will be missed at all levels of the organization and we wish
him well in his pursuit of other challenges."

Mr. Rovinescu joined Air Canada in April 2000 as Executive Vice
President, Corporate Development and Strategy, and prior to his
resignation had responsibility for many of Air Canada's corporate
functions, including Information Technology, People, Legal, Labour
and Corporate Secretariat as well as over several of the Company's
key subsidiaries (Aeroplan, Jazz and Zip). Since his appointment
as Chief Restructuring Officer in April 2003, he had focused
primarily on the restructuring process including oversight for the
restructuring plan and recapitalization as well as over all
stakeholder discussions.

"We have dramatically revised our business model and while there
is still considerable work to be completed, significant progress
has been made in our revenue, fleet and cost restructuring," said
Mr. Rovinescu. "Over the last year, we have already achieved
significant labour cost and productivity improvements and
renegotiated virtually all of our aircraft debt and lease
obligations and key supplier arrangements, including agreements
with all aircraft manufacturers, affinity card partners,
technology providers, caterers and equipment providers. We have
ordered and secured financing for 90 regional jets which are
essential to our new business model, providing significant growth
opportunities at both the mainline and Jazz airlines. We have
raised DIP financing to stabilize our restructuring and new debt
and aircraft facilities to fund our emergence as well as advanced
a substantial rights offering for creditors. We have made
substantial progress on a difficult pension deficit funding
agreement with the unions and other pension representatives. The
Corporation has nearly $950 million in cash and is tracking to its
2004 revenue targets. I leave with the confidence that our
achievements to date have positioned the airline for a successful
completion of the restructuring. I am confident that all
stakeholders in this restructuring have the will to resolve the
outstanding issues, however difficult they may be," he concluded.

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


AIR CANADA: Pilot Panel Comments on Calin Rovinescu's Departure
---------------------------------------------------------------
The Air Canada Pilots Association (ACPA) commented on the
departure of Mr. Calin Rovinescu from the position of Chief
Restructuring Officer at Air Canada.

Captain Don Johnson, President of ACPA, commented that; "We are
disappointed with several aspects of the restructuring process to
date, particularly that many decisions were made behind closed
doors and without any input from the Air Canada pilots who are a
major stakeholder in the Company. It seemed that the only time we
were consulted was when the Company wanted concessions. We hope
that with the appointment of a new Restructuring Officer, the
restructuring process will be more transparent and inclusive, and
we believe this will result in a successful exit from bankruptcy
protection."

"This association would simply like to convey our determination to
see Air Canada return to financial health," said Captain Johnson,
"and our willingness to work with whomever replaces Mr. Rovinescu
to reach our common goal of a healthy, viable Air Canada".

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


AIR CANADA: WestJet Airlines Hints Info. Misuse Lawsuit is Bogus
----------------------------------------------------------------
"As WestJet continues to review the Statement of Claim and
supporting documents filed by Air Canada on April 6, 2004, we are
deeply concerned that there has been a challenge to the integrity
of our company and our employees.  We take very seriously our
business code of conduct and have worked hard to entrench it into
our corporate culture.

"We will be conducting a thorough investigation to review the
facts and to identify further information which may serve to
portray a more accurate representation of the facts.

"Two WestJet employees have also been named as defendants in the
Statement of Claim. In view of the allegations against them
personally, these individuals have been asked to take a leave of
absence and have agreed to cooperate fully with WestJet in its
investigation of these allegations. This action does not in any
way reflect the company's opinion of the conduct of these
individuals, but does ensure that the internal investigation can
be conducted in the most appropriate environment.

"WestJet is suspect of both the timing and motivation of the legal
action, but does take the allegations very seriously nonetheless."

As this action is now before the courts, WestJet cannot discuss
the details of this case further.

WestJet serves 24 Canadian cities and is publicly traded on the
Toronto Stock Exchange under the symbol WJA.

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.


ALLIED WASTE: Prices Notes Funding $1B Senior Debt Offering
-----------------------------------------------------------
Allied Waste Industries, Inc. (NYSE: AW) has priced its offering
of $200 million in convertible subordinated debentures due 2034 at
4.25%.  The convertible debentures have a conversion price of
$20.43, a 57% premium to the closing price of Allied's common
stock today.  The convertible debentures may be converted by the
holders for 9.8 million shares of Allied common stock if the price
of Allied's common stock is above $25.54.  Upon conversion
notification, Allied has the option to deliver common shares or
the cash equivalent of the fair market value of the common shares.
The debentures have been rated B+, B3 and B by Standard & Poor's,
Moody's and Fitch, respectively.

Concurrently, Allied Waste North America, Inc. ("AWNA"), Allied's
wholly- owned subsidiary, priced its offerings of $400 million in
senior unsecured notes due 2014 at 7.375%, and $275 million in
senior notes due 2011 at 6.375% in two separate private placements
under Rule 144A and Regulation S of the Securities Act of 1933.
The senior unsecured notes have been rated B+, B2 and B+ by
Standard & Poor's, Moody's and Fitch, respectively, and the senior
notes have been rated BB-, Ba3 Stable and BB- by Standard &
Poor's, Moody's and Fitch, respectively.

AWNA intends to use the proceeds from these offerings, along with
the proceeds from its recently funded $150 million term loan
facility, which priced at LIBOR plus 250 bps, to fund its
previously announced tender offer for $1 billion of its 10% senior
subordinated notes due 2009.  AWNA expects to receive the proceeds
from these new notes and expects to settle the tender offer on
April 20, 2004.

"We are pleased with the successful execution of these refinancing
transactions which will reduce our annualized cash interest by
more than $35 million, and allow us to exceed our previously
stated free cash flow goals for 2004," said Pete Hathaway,
Executive Vice President and CFO of Allied. "In 2004, our de-
leveraging strategy will deliver significant benefits, most
notably a $150 million reduction in cash interest from 2003.  And
we expect to sustain this trend in 2005 by reducing cash interest
another $70 million without undertaking any additional financing
activities, resulting in a two year projected interest savings of
$220 million."

             First and Second Quarter Charges to be Taken
                  for Refinancing Transactions

Allied expects to record a charge in its second quarter ending
June 30, 2004 of approximately $90 million pre-tax and $54 million
after-tax, or $0.17 per share, for the premiums paid in connection
with the tender offer and other charges associated with the
transactions.

Similarly, Allied expects to record a charge in its first quarter
ended March 31, 2004 of approximately $55 million pre-tax and $33
million after-tax, or $0.11 per share, for the premiums paid in
connection with AWNA's first quarter redemption of $825 million of
its 7 7/8% senior notes and the first quarter open market
repurchases of AWNA's senior subordinated notes and other charges
associated with these transactions.

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.


ALLIED WASTE: S&P Assigns B+ Rating to $200MM Sr. Sub. Debentures
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Allied Waste Industries Inc.'s $200 million senior subordinated
convertible debentures due 2034, a shelf drawdown. In addition,
Standard & Poor's assigned its 'BB' rating to Allied Waste North
America Inc.'s (AWNA) $150 million term loan D due 2010. The 'BB'
rating is the same as Allied Waste's corporate credit rating. AWNA
is a wholly owned subsidiary of Allied Waste.

Standard & Poor's also assigned its 'BB-' rating to AWNA's $250
million senior secured notes due 2011 offered under Rule 144A with
registration rights and guaranteed by Allied Waste and
subsidiaries of AWNA. The 'BB-' rating is one notch lower than
Allied Waste's corporate credit rating. The lower rating reflects
the advantaged position of the secured bank lenders, the sizable
amount of secured claims on the specific assets pledged as
collateral, and the sharing of this collateral with the bank
lenders.

In addition, Standard & Poor's assigned its 'B+' rating to AWNA's
$400 million senior unsecured notes due 2014 offered under Rule
144A with registration rights, guaranteed by Allied Waste and
subsidiaries of AWNA. The 'B+' rating is two notches lower than
Allied Waste's corporate credit rating, reflecting the notes'
subordination to secured bank debt and senior secured notes.

All assigned ratings are based on preliminary terms and
conditions. Proceeds of the financings are intended to purchase,
via a tender offer, $1 billion of outstanding 10% senior
subordinated notes due 2009.

At the same time, Standard & Poor's affirmed its existing ratings,
including the 'BB' corporate credit rating, on Allied Waste. The
outlook is stable. Scottsdale, Ariz.-based Allied Waste is the
second-largest solid waste management concern in the U.S. and has
about $8 billion of debt outstanding.

"Allied Waste has a relatively weak, albeit improving, financial
profile, which outweighs the company's strong competitive business
position," said Standard & Poor's credit analyst Roman Szuper.

Allied Waste provides collection, transfer, disposal, and
recycling services to about 10 million residential, commercial,
and industrial customers in 37 states, generating about $5 billion
in annual revenues. A national network of facilities creates
opportunities for modest growth through internal development,
focusing on the vertical integration business model. The firm's
market position is enhanced by a low cost structure, very good
collection-route density, and a high rate of waste
internalization.


AMERCO: Asks Court for Go-Signal on WP Carey Transaction
--------------------------------------------------------
In furtherance of the Plan implementation, the AMERCO Debtors ask
the Court to approve the sale of certain real property by AREC and
U-Haul International, Inc. to UH Storage (DE) Limited Partnership
in accordance with the terms of these agreements:

   (i) Purchase and Sale Agreement dated as of February 20, 2004
       between AREC and U-Haul and UH Storage;

  (ii) Lease Agreement by and between UH Storage as Landlord and
       U-Haul Moving Partners, Inc. as Tenant;

(iii) Lease Agreement by and between UH Storage as Landlord and
       Mercury Partners Limited Partnership as Tenant;

  (iv) Property Management Agreement by and between Mercury
       Partners, Mercury 99 LLC and U-Haul Self-Storage
       Management (WPC), Inc.; and

   (v) Guaranty and Suretyship Agreement by and between U-Haul
       International as Guarantor and UH Storage as Landlord.

Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni, Ltd., in
Reno, Nevada, relates that the Reorganized AREC leases
approximately 30 properties under a certain synthetic lease with
Citibank, N.A.  Synthetic Leases are financial arrangements in
which Reorganized AREC and, in one instance, U-Haul
International, Inc. lease real property from independent third
parties for use in the operation of self-storage facilities.
Under the Citibank Synthetic Lease, U-Haul International operates
self-storage centers under a management agreement between
Reorganized AREC and U-Haul International.  Also, Reorganized
AREC and U-Haul International jointly lease approximately 47
properties under a synthetic lease with Bank of Montreal, which
are also operated as U-Haul self-storage centers.  Reorganized
Amerco guaranteed the obligations of AREC and U-Haul under the
Synthetic Leases.

Mr. Beesley notes that the Plan, as amended by the Confirmation
Order, provides two treatments for satisfying the claims of
Citibank, N.A. and Bank of Montreal in connection with the
Synthetic Leases:

   (i) closing a transaction financed by W.P. Carey & Co., LLC
       to sell the Properties to a third party and use the
       proceeds to pay the claims of Citibank and BMO in full
       -- the Carey Sale Transaction; and

  (ii) executing restated master lease agreements with
       Citibank and BMO to extend the term of the Synthetic
       Leases by seven years and enhance the economic return
       under the Synthetic Leases.

The Confirmation Order also provides that the claims of Citibank
and BMO may be satisfied under the second alternative.  In that
regard, the Confirmation Order also provides that the Court
retains jurisdiction to approve the Carey Sale Transaction
following the Effective Date, as part of the further
implementation of the Plan.

Through separate Stipulations, the parties agree that the value
of the Citibank Properties is $116,000,000 and the value of the
BMO Properties is $169,177,750.  Thus, the combined, stipulated
value of the Properties is $285,177,750.

                     The Purchase Agreement

According to Mr. Beesley, the salient terms of the Carey Sale
Transaction are:

A. Sale

   The Purchase Agreement provides that Reorganized AREC and
   U-Haul International will exercise their rights under the
   Synthetic Lease documents to cause the Lessors to convey the
   Properties to UH Storage.

B. Property Sold

   UH Storage will purchase all right, title and interest in:

   (a) the land constituting the Properties;

   (b) buildings and improvements AREC and U-Haul own;

   (c) fixtures, furniture and equipment attached to or located
       on the Properties;

   (d) warranties, guarantees, indemnities, licenses, permits,
       certificates of occupancy, plans, drawings,
       specifications and similar documents that relate to or
       affect the design, construction, ownership, use,
       occupancy, leasing, maintenance, service or operation of
       the land;

   (e) any real property appurtenant to the Properties and
       improvements thereon; and

   (f) any purchase options and rights of first refusal to
       purchase any land and improvements adjacent to the
       Properties.

C. Purchase Price

   Upon the closing of the sale, UH Storage will pay to the
   Sellers in readily available funds $312,445,024.  The
   Purchase Price consists of:

   (a) $298,385,000, which will be paid to AREC and U-Haul; and

   (b) a $14,060,024 Acquisition Fee, which will be paid to W.P.
       Carey.

D. Conditions

   UH Storage's performance of its obligations under the
   Agreement is conditioned upon, among other things, the
   Court's approval of the transactions contemplated in the
   Purchase Agreement.

E. Lease Agreements

   The Purchase Agreement provides that, upon acquisition, UH
   Storage will enter into Lease Agreements with:

   (a) U-Haul Moving Partners, a subsidiary of U-Haul
       International, for the lease of the truck rental and
       moving portion of the Properties; and

   (b) Mercury Partners, a special purpose entity controlled by
       Mark Shoen, an insider of the Debtors, for the lease of
       the self-storage portion of the Properties.

F. Management Agreement

   The Purchase Agreement and Leases contemplate that the
   Mercury Tenant will enter into the Management Agreement with
   U-Haul Self-Storage, a subsidiary of U-Haul International,
   under which U-Haul International will earn a fee to manage
   the Properties covered by the Mercury Lease as self-storage
   facilities, at market rates.

G. Deposits

   U-Haul Moving will post a $5,000,000 security deposit with WP
   Carey.  In addition, U-Haul Moving will deposit $23,250,000,
   which will be segregated from the Purchase Price as an earn-
   out deposit to secure its performance under the U-Haul Lease.
   The U-Haul Lease provides for a return of the earn-out
   deposit to U-Haul Moving upon the satisfaction of certain
   performance conditions by the U-Haul Tenant.

H. Purchase Option

   The Mercury Lease provides that Mercury will have the option
   to purchase the Properties, based on a formula tied to the
   fair market value of the Properties, at points approximately
   10 years and 20 years after the Mercury Lease is executed.
   U-Haul Moving does not have a similar purchase option.

I. Guarantees

   The Purchase Agreement provides that U-Haul International
   will guarantee the obligations of U-Haul Moving under the
   U-Haul Lease.  Neither U-Haul International nor the
   Reorganized Debtors will guaranty the obligations of Mercury
   under the Mercury Lease.

The Debtors propose to allocate the Purchase Price in this
manner:

   Proceeds to Amerco                      $48,135,000
   BMO/Citibank Lease Paydown              219,000,000
   Earnout Payable to UHI Entity            23,250,000
   UHI Entity Lease Security Deposit         5,000,000
   Taxes and Insurance Escrows               3,000,000
   Acquisition Fee                          14,060,026
                                          ------------
     TOTAL                                $312,445,026

The Earnout Deposit will be deposited by U-Haul with WP Carey.
So long as no event of default has occurred under the U-Haul
Lease, U-Haul International will be entitled to a return of the
Earnout Deposit provided that there has been achieved and
maintained for the immediately preceding 12-month period a net
operating income with respect to all the leased Properties equal
to or exceeding 115% of the basic rent payable under both Leases.
Mercury has no right to receive any portion of the Earnout
Deposit.

In addition to the Purchase Price, the Reorganized Debtors
identified additional potential benefits and consideration that
may be realized as a result of the Carey Sale Transaction:

   (a) Continued ownership and control by U-Haul International
       of non-storage related operations at all 78 Properties;

   (b) Off-balance sheet accounting treatment for debt
       obligations associated with the 78 Properties subject to
       the Carey Sale Transaction in accordance with GAAP;

   (c) Continued participation in the upside of storage
       operations by U-Haul via management agreement with
       performance based compensation escalation provisions
       -- 4% to 10% of storage revenue based on property
       performance; and

   (d) Reduced risk of refinancing due to the extended term of
       the Carey Sale Transaction.

Mr. Beesley explains that the participation of Mercury in the
Carey Sale Transaction is intended to facilitate obtaining off-
balance sheet treatment of the indebtedness underlying the Carey
Sale Transaction in accordance with generally accepted accounting
principles.  In addition, neither Mercury nor Mr. Shoen is
entitled to receive any portion of the Purchase Price paid to the
Reorganized AREC and U-Haul International under the Carey Sale
Transaction.

Pursuant to Sections 105(a) and 1142 of the Bankruptcy Code, Mr.
Beesley contends that the Carey Sale Transaction should be
approved because:

   (1) the Plan and the Confirmation Order provides the Court
       with the jurisdiction over the contemplated transactions
       and the means to implement them in regard to the claims
       of Citibank and BMO after the Effective Date; and

   (2) the Transaction Documents were negotiated at arm's length
       and in good faith.

Headquartered in Reno, Nevada, AMERCO's principal operation is U-
Haul International, renting its fleet of 96,000 trucks, 87,000
trailers, and 20,000 tow dollies to do-it-yourself movers through
over 1,000 company-owned centers and 15,000 independent dealers
located throughout the United States and Canada.  The Company
filed for chapter 11 protection on June 20, 2003 (Bankr. Nev. Case
No. 03-52103).  Craig D. Hansen, Esq., Jordan A. Kroop, Esq.,
Thomas J. Salerno, Esq., and Carey L. Herbert, Esq., at Squire,
Sanders & Dempsey LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,042,777,000 in total assets and
$884,062,000 in liabilities. (AMERCO Bankruptcy News, Issue No.
24; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ARGOSY GAMING: Redsky Partners Discloses 6.55% Equity Stake
-----------------------------------------------------------
RedSky Partners, LLC, beneficially owns 1,920,600 shares of the
common stock of Argosy Gaming Company, represented in the holding
of 6.55% of the outstanding common stock of the Company.  RedSky
Partners has sole voting and dispositive powers over the stock
held.

As of February 19, 2004, 1,920,600 shares of Argosy Gaming were
beneficially owned by RedSky on behalf of a number of private
investment vehicles advised by RedSky. Accordingly, RedSky may
have attributed to it, for purposes of Rule 13d-3 promulgated
under the Securities Exchange Act of 1934, as amended, the
beneficial ownership of the aggregate amount of 1,920,600 shares
of Argosy Gaming Company.

The percentage of ownership, i.e. 6.55%, was calculated based on
29,314,542 Argosy Gaming common shares outstanding as of December
31, 2003.

Argosy Gaming Company is a leading owner and operator of six
casinos located in the central United States. Argosy owns and
operates the Alton Belle Casino in Alton, Illinois, serving the
St. Louis metropolitan market; the Argosy Casino- Riverside in
Missouri, serving the greater Kansas City metropolitan market; the
Argosy Casino-Baton Rouge in Louisiana; the Argosy Casino-Sioux
City in Iowa; the Argosy Casino-Lawrenceburg in Indiana, serving
the Cincinnati and Dayton metropolitan markets; and the Empress
Casino Joliet in Illinois serving the greater Chicagoland market.

                      *    *    *

As reported in the Troubled Company Reporter's February 6, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Argosy Gaming Co.'s proposed $350 million senior
subordinated  notes due 2014. Together with availability under the
company's existing revolving credit facility, proceeds will be
used to fund the planned repurchase of Argosy's outstanding 10.75%
senior subordinated notes due 2009.

At the same time, Standard & Poor's affirmed its existing ratings,
including its 'BB' corporate credit rating. The outlook is stable.
The Alton, Illinois-based casino owner and operator had total debt
outstanding of approximately $870 million at Dec. 31, 2003.

The ratings reflect Argosy's relatively small portfolio of casino
assets, cash flow concentration in two of its assets, and the
company's exposure to recent legislative actions. These factors
are offset by a somewhat geographically diverse portfolio of
casino assets, adequate credit measures for the rating, and
expected higher free cash flow generation.


ATLANTIC COAST: Reports Preliminary March 2004 Traffic Results
--------------------------------------------------------------
Atlantic Coast Airlines (ACA) (Nasdaq: ACAI) reported preliminary
consolidated passenger traffic results for March 2004.

Systemwide, the company generated 283.6 million revenue passenger
miles (RPMs), a 1.2 percent increase over the same month last
year, while available seat miles (ASMs) were 398.3 million, a 2.4
percent increase.  Load factor was 71.2 percent versus 72.1
percent in March 2003. For the month, 722,973 passengers were
carried, a 0.2 percent increase over the same month last year.

For the first quarter ended March 31, 2004, compared to the same
period in 2003, RPMs were at 737.9 million, a decrease of 1.1
percent, while ASMs were 1.1 billion, a 2.9 percent increase.  The
company carried 1,881,802 passengers for the first quarter ended
March 31, 2004, compared to 1,922,609 in 2003, a decrease of 2.1
percent on a year-over-year basis.

On June 16, 2004, the company will launch the inaugural flights on
Independence Air, its low-fare airline based at Washington Dulles
International Airport.  The Independence Air hub at Washington
Dulles will offer over 300 daily departures this summer, making it
the largest low-fare hub in America.

Atlantic Coast Airlines (S&P, B- Corporate Credit Rating,
Developing) has a fleet of 142 aircraft -- including a total of
120 regional jets -- and offers 800 daily departures, serving over
80 destinations. The company employs approximately 4,100 aviation
professionals. For more information about Atlantic Coast Airlines
Holdings, Inc., visit its website at http://www.atlanticcoast.com/

                            *   *   *

As reported in the TCR's February 23, 2004 edition, Standard &
Poor's Ratings Services assigned its 'CCC' rating to Atlantic
Coast Airlines Holdings Inc.'s (B-/Negative/--) $125 million
convertible notes due 2034, offered under Rule 144A with
registration rights.

"The ratings on Atlantic Coast reflect its relatively small size
within the high-risk U.S. airline industry and substantial
operating lease burden, mitigated to some extent by revenue
stability that has been provided by fee-per-departure contracts
with major airline partners," said Standard & Poor's credit
analyst Betsy Snyder.


BILL KNAPP: Hayman Company Sells Two Properties for Comerica Bank
-----------------------------------------------------------------
The Hayman Company announced the sale of two Bill Knapp's
properties that it had been commissioned to sell on behalf of
Comerica Bank. The properties, one in Lansing, MI and the other in
Southgate, MI, had been acquired by Comerica pursuant to Bill
Knapp's 2002 bankruptcy proceedings.

"Comerica has been a highly valued business partner of ours for
over forty years," said Hayman Company executive vice-president
Andrew Hayman, "so we are quite pleased to announce the successful
sale of these two assets for Comerica."

                  About Hayman Company

The Hayman Company is one of the nation's largest privately owned
real estate companies providing management, leasing, brokerage,
advisory and real estate accounting services to both institutional
and private investors. In addition, Hayman owns and manages
apartments, office, retail and hotels throughout the United
States. The Hayman Comapany was founded in 1965. For more
information please visit: http://www.haymancompany.com/


CARAUSTAR INDUSTRIES: Q1 Conference Call Webcast Set for Apr. 28
----------------------------------------------------------------
Caraustar Industries, Inc. (Nasdaq: CSAR) announces the following
webcast:

     What:     Caraustar Industries, Inc. First Quarter 2004
               Conference Call Webcast

     When:     Wednesday, April 28, 2004 at 9:00 a.m. (EDT)

     Where:    http://www.caraustar.comor
               http://www.firstcallevents.com/service/ajwz403545564gf12.html

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

     Contact:  Janice Kuntz, Investor Relations for Caraustar
               Industries, Inc., +1-404-352-2841

If you are unable to participate during the live webcast, the call
will be archived on the Web site http://www.caraustar.com/

Caraustar (S&P, BB Corporate Credit Rating, Negative Outlook), a
recycled packaging company, is one of the largest and most cost-
effective manufacturers and converters of recycled paperboard and
recycled packaging products in the United States. The company has
developed its leadership position in the industry through
diversification and integration from raw materials to finished
products. Caraustar serves the four principal recycled paperboard
product markets: tubes, cores and cans; folding cartons and custom
packaging; gypsum wallboard facing paper; and miscellaneous "other
specialty" and converted products.


CINCINNATI BELL: Ranks #4 in Zacks' Sell List
---------------------------------------------
Zacks.com issued a Sell Rating (Rank #4) to Cincinnati Bell
(NYSE:CBB) stock.

Zacks.com from time to time releases details on a group of stocks
that are part of their exclusive list of Stocks to Sell Now.

Since inception in 1988 the S&P 500 has outperformed the Zacks #5
Ranked Strong Sells by 170.3% annually (12.1% vs. 4.5%
respectively). "While the rest of Wall Street continued to tout
stocks during the market declines of the last few years, we were
telling our customers which stocks to sell in order to save
themselves the misery of unrelenting losses," according to
Zacks.com.

To see the full Zacks #5 Ranked list of Stocks to Sell Now, visit
http://at.zacks.com/?id=92

Here is a synopsis of why Cincinnati Bell's stock has a Zacks Rank
of 4 (Sell) and should most likely be sold or avoided for the next
1 to 3 months. Note that a #4/Sell rating is applied to 15% of all
the stocks the company ranks:

Cincinnati Bell (NYSE:CBB) provides a wide range of
telecommunications products and services to residential and
business customers. Excluding special items, Cincinnati Bell
reported fourth quarter diluted earnings of 6 cents per share late
last month. That result fell short of the consensus at the time.
Revenue at $311 million came in below the year-ago total. Earnings
estimates for the year ending December 2004 are below levels from
one month ago by 21 cents, or about -45%. Nevertheless, Cincinnati
Bell said it ended 2003 as a stronger company than in 2002, as it
reduced net debt -23% year-over-year. The company also posted
strong unit growth of its key products, wireless and DSL, and
maintained low churn levels. The company appears to be making the
right moves to improve its situation, but for now the best move
may be to stay on the sidelines a little bit longer to give its
earnings estimates a chance to grow moving forward.

                  About the Zacks Rank

For over 15 years the Zacks Rank has proven that "Earnings
estimate revisions are the most powerful force impacting stock
prices." Since inception in 1988 the #1 Ranked stocks have
generated an average annual return of +33.7% compared to the
(a)S&P 500 return of only +12.1%. Plus this exclusive stock list
has generated total gains of +100.3% since January 2000 as the
market suffered its worst downturn in 60 years. Also note that the
Zacks Rank system has just as many Strong Sell recommendations
(Rank #5) as Strong Buy recommendations (Rank #1). And since 1988
the S&P 500 has outperformed the Zacks #5 Ranked Strong Sells by
170.3% annually (12.1% vs. 4.5% respectively). Thus, the Zacks
Rank system can truly be used to effectively manage the trading in
your portfolio.

For continuous coverage of Zacks #1 and #5 Ranked stocks, then get
your free subscription to "Profit from the Pros" e-mail newsletter
where we highlight stocks to buy and sell using our time tested
stock evaluation model. http://at.zacks.com/?id=94

The Zacks Rank, and all of its recommendations, is created by
Zacks & Co., member NASD. Zacks.com displays the Zacks Rank with
permission from Zacks & Co. on its web site for individual
investors.

                     About Zacks

Zacks.com is a property of Zacks Investment Research, Inc., which
was formed in 1978 to compile, analyze, and distribute investment
research to both institutional and individual investors. The
guiding principle behind our work is the belief that investment
experts, such as brokerage analysts and investment newsletter
writers, have superior knowledge about how to invest successfully.
Our goal is to unlock their profitable insights for our customers.
And there is no better way to enjoy this investment success, than
with a FREE subscription to "Profit from the Pros" weekly e-mail
newsletter. For your free newsletter, visit
http://at.zacks.com/?id=95

               About Cincinnati Bell Inc.

Cincinnati Bell Inc. (NYSE:CBB) -- whose December 31, 2003 balance
sheet shows a shareowners' deficit of $679.4 million -- is parent
to one of the nation's most respected and best performing local
exchange and wireless providers with a legacy of unparalleled
customer service excellence. The company was recently ranked
number one in customer satisfaction, for the third year in a row,
by J.D. Power and Associates for residential long distance among
mainstream users. Cincinnati Bell provides a wide range of
telecommunications products and services to residential and
business customers in Ohio, Kentucky and Indiana. Cincinnati Bell
is headquartered in Cincinnati, Ohio. For more information, visit
http://www.cincinnatibell.com/


COLLINS & AIKMAN: Keep Stratford Plant Open Say Steelworkers
------------------------------------------------------------
The United Steelworkers will do everything it can to convince the
US-based Collins & Aikman Corporation to keep its Stratford plant
open and save 350 jobs, says Wayne Fraser, the Steelworkers'
Ontario/Atlantic Director.

"This is a fully-automated operation and is modern and efficient,"
said Fraser, adding that the company has been profitable in the
Stratford location and is a major employer in the community.

"We will not allow this plant to close at the whim of corporate
directors and management, which only days before the closure
announcement met with our members to discuss future business.
Shutting down was not part of those plans."

Steelworkers' Local 6720 President Ben Haynes said a meeting is
being planned with corporate officers from Troy, Michigan sometime
in the near future. The closure is supposed to take place on Oct.
15, 12 days before the end of the current collective agreement.

"The announcement was an absolute shock," said Haynes. "We  want
to explore other options with the company. Now is not the time to
roll over and accept the decision at face value."

Collins & Aikman is a Fortune 500 company and is a global leader
in automotive cockpit modules, acoustic systems, and a leading
supplier of such things as instrument panels, automotive fabric
and convertible top systems.

It has operations in 15 countries, with more than 100 facilities
and 24,000 employees. Just last month, the company was honoured
for its performance excellence and for product quality, cost and
delivery.

"It is workers, like the members of Local 6720, who are
responsible for the company's success," said Fraser. "Senior
management should think twice before tossing them out like used
car parts."

                         *   *   *

As reported in the Troubled Company Reporter's February 20, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
rating to Troy, Michigan-based Collins & Aikman Products Co.'s new
$185 million senior secured tranche A-1 term loan, guaranteed by
parent Collins & Aikman Corp. (B+/Negative/--), and assigned a '3'
recovery rating to the facility.

The 'B+' rating is at the same level as the parent's corporate
credit rating; this and the '3' recovery rating indicate a
meaningful (50%-80%) expectation of recovery of principal in the
event of a default. The corporate credit and other ratings of
Collins & Aikman were affirmed. The rating outlook is negative.

"The ratings on Collins & Aikman reflect its exposure to the
highly competitive and cyclical automotive supply industry and a
weak financial profile, partially mitigated by strong market
positions for its products," said Standard & Poor's credit analyst
Martin King.


CONSOLIDATED FREIGHTWAYS: Puts Chattanooga Property Up for Sale
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its
Chattanooga distribution facility located at 912 West 33rd Street
for sale to the highest bidder, through a reserve auction process
scheduled for April 15, 2004.

The Chattanooga property is a 34-door cross-dock distribution
facility situated on 4.08 acres and has been closed to operations
since September 3, 2002 when the 75-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Forty-five CF employees formerly worked at the Chattanooga
terminal.

A starting price of $275,000 has been established for the
property. Interested parties who would like to participate in the
April bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at http://www.cfterminals.com/Overbidder.html and must be
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 192 CF properties throughout the U.S. have been sold for
over $331.5 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site http://www.cfterminals.com/ to
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Decatur Distribution Facility
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 228 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its
Decatur distribution facility located at 1100 Highway 20 for sale
to the highest bidder, through an open auction process scheduled
for April 15, 2004.

The Decatur property is a 49-door cross-dock distribution facility
situated on 4.10 acres and has been closed to operations since
September 3, 2002 when the 75-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Nineteen CF employees formerly worked at the Decatur terminal.

A contract price of $180,000 has been established for the CF
property. Interested parties who would like to participate in the
April bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at www.cfterminals.com/Overbidder.html and must be submitted prior
to the date of the auction. The indicated deposit must also be
received, via wire or certified check, prior to the date of the
auction.

To date, 192 CF properties throughout the U.S. have been sold for
over $331.5 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site http://www.cfterminals.com/to
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Iowa Facilities to be Sold April 15
-------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its
Ottumwa and Waterloo distribution facilities individually for sale
to the highest bidder scheduled for April 15, 2004.

The Ottumwa property is a 15-door cross-dock distribution facility
located in Building #73 of the Ottumwa Business Park and is
situated on 3.26 acres. The terminal is being sold in open auction
and a contract price of $60,000 has been established for the
property.

The Waterloo terminal is an 8-door cross-dock facility situated on
1.59 acres. It is located at 1204 Sheffield Street and is being
sold in a reserve auction process. A starting price of $75,000 has
been established for this property.

The properties have been closed to operations since September 3,
2002 when the 75-year-old company filed for bankruptcy protection.
Since then CF has been liquidating the assets of the corporation
under orders of the bankruptcy court.

Interested parties who would like to participate in the March
bankruptcy auction should submit the form Request to be Designated
a Qualified Bidder at Auction. That form can be found at
www.cfterminals.com/Overbidder.html and must be submitted prior to
the date of the auction. The indicated deposit must also be
received, via wire or certified check, prior to the date of the
auction.

To date, 192 CF properties throughout the U.S. have been sold for
over $331.5 million Dollars. Potential bidders should direct any
questions about the property and the bidding procedures that
cannot be answered at the company's web site
http://www.cfterminals.com/to Transportation Property Company at
(800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Selling San Jose Distribution Facility
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 228 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its San
Jose distribution facility located at 390 Commercial Street for
sale to the highest bidder, through a reserve auction process
scheduled for April 15, 2004.

The San Jose property is a 34-door cross-dock distribution
facility situated on 3.42 acres and has been closed to operations
since September 3, 2002 when the 75-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
One hundred and five CF employees formerly worked at the San Jose
terminal.

A starting price of $2,600,000 has been established for the CF
property. Interested parties who would like to participate in the
bankruptcy auction should submit the form Request to be Designated
a Qualified Bidder at Auction. That form can be found at
www.cfterminals.com/Overbidder.html and must be submitted prior to
the date of the auction. The indicated deposit must also be
received, via wire or certified check, prior to the date of the
auction.

To date, 192 CF properties throughout the U.S. have been sold for
over $331.5 million Dollars. Potential bidders should direct any
questions about the property and the bidding procedures that
cannot be answered at the company's web site
http://www.cfterminals.com/to Transportation Property Company at
(800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Seattle Distribution Facility
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 228 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its
Seattle distribution facility located at 6050 East Marginal Way
for sale to the highest bidder, through a reserve auction process
scheduled for April 15, 2004.

CF was founded in Portland in April 1929 by Leland James and
immediately expanded across the Northwest. By the 1960s CF had
become the nation's largest trucking company. The company closed
its operations on September 3, 2002 when it filed for bankruptcy
protection. Since then CF has been liquidating the assets of the
corporation under orders of the bankruptcy court.

The company's historic Seattle property is an 118-door cross-dock
distribution facility situated on 13.58 acres where 237 CF
employees formerly worked. A starting price of $7,700,000 has been
established for the CF property.

Interested parties who would like to participate in the bankruptcy
auction should submit the form Request to be Designated a
Qualified Bidder at Auction. That form can be found at
www.cfterminals.com/Overbidder.html and must be submitted prior to
the date of the auction. The indicated deposit must also be
received, via wire or certified check, prior to the date of the
auction.

To date, 192 CF properties throughout the U.S. have been sold for
over $331.5 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site http://www.cfterminals.com/to
Transportation Property Company at (800) 440-5155.


CONSOLIDATED FREIGHTWAYS: Puts Topeka Facility Up for Sale
----------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 228 total properties with an appraised value over $400 million
-- Consolidated Freightways announced that it is placing its
Topeka distribution facility located at 2404 Grantville Rd. for
sale to the highest bidder, through a reserve auction process
scheduled for April 15, 2004.

The Topeka property is a 10-door cross-dock distribution facility
situated on 2.89 acres and has been closed to operations since
September 3, 2002 when the 75-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Sixteen CF employees formerly worked at the Topeka terminal.

A starting price of $40,000 has been established for the CF
property. Interested parties who would like to participate in the
April bankruptcy auction should submit the form Request to be
Designated a Qualified Bidder at Auction. That form can be found
at www.cfterminals.com/Overbidder.html and must be submitted prior
to the date of the auction. The indicated deposit must also be
received, via wire or certified check, prior to the date of the
auction.

To date, 192 CF properties throughout the U.S. have been sold for
over $331.5 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site http://www.cfterminals.com/to
Transportation Property Company at 800-440-5155.


CONSOLIDATED FREIGHTWAYS: Selling Wilson Distribution Facility
--------------------------------------------------------------
As part of the largest real estate sale in transportation history
- 228 total properties with an appraised value over $400 million -
Consolidated Freightways announced that it is placing its Wilson
distribution facility located at 2105 Whittey Rd. for sale to the
highest bidder, through an open auction process scheduled for
April 15, 2004.

The Wilson property is a 15-door cross-dock distribution facility
situated on 4.96 acres and has been closed to operations since
September 3, 2002 when the 75-year-old company filed for
bankruptcy protection. Since then CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Fifteen CF employees formerly worked at the Wilson terminal.

An opening price of $75,000 has been tentatively established.
Interested parties who would like to participate in the April
bankruptcy auction should submit the form Request to be Designated
a Qualified Bidder at Auction. That form be found at
www.cfterminals.com/Overbidder.html and must be submitted prior to
the date of the auction. The indicated deposit must also be
received, via wire or certified check, prior to the date of the
auction.

To date, 192 CF properties throughout the U.S. have been sold for
over $331.5 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's web site http://www.cfterminals.com/to
Transportation Property Company at 800-440-5155.


COTT CORP: Releasing 1st Quarter Financial Results on April 20
--------------------------------------------------------------
Cott Corporation (NYSE: COT; TSX: BCB) will release its first
quarter financial results before the markets open on Tuesday,
April 20th, 2004. Frank E. Weise, Cott chairman and chief
executive officer, John K. Sheppard, president and chief operating
officer, and Raymond P. Silcock, executive vice president and
chief financial officer, will host a conference call on the same
date to discuss these results.

            First Quarter Results Conference Call

Cott Corporation will host a conference call on Tuesday,
April 20th at approximately 10:00 AM ET to discuss first quarter
financial results, a change from the previously announced time of
10:30 AM ET.

For those who wish to listen to the presentation, there is a
listen-only dial-in telephone line, which can be accessed as
follows:

        North America:    (800)-814-4860
        International:    (416)-640-1907

                  Annual General Meeting

Cott Corporation's annual general meeting of shareowners will take
place on Tuesday, April 27, 2004 at 8:30 AM ET at the Glenn Gould
Studio, CBC Building, 250 Front Street West, Toronto, Ontario.

                         Webcast

To access the conference call on April 20th and the Annual General
Meeting on April 27th over the Internet, please visit Cott's
website at http://www.cott.com/on both dates at least fifteen
minutes early to register, download, and install any necessary
audio/video software. For those who are unable to access the live
broadcasts, a replay will be available at Cott's Web site
following these events until May 11th, 2004.

Cott Corporation (S&P, BB Long-Term Corporate Credit and BB+
Senior Secured Debt Ratings) is the world's largest retailer brand
soft drink supplier, with the leading take home carbonated soft
drink market shares in this segment in its core markets of the
United States, Canada and the United Kingdom.


DATA-TELECOM CORP: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Data-Telecom Corp.
        P.O. Box 369
        Wapakoneta, Ohio 45895

Bankruptcy Case No.: 04-32270

Type of Business: The Debtor provides local and long distance
                  telephone service in 87 of Ohio's 88 counties
                  and has facilities in Ashland, Wayne, VanWert,
                  Mercer and Darke counties. See
                  http://www.data-telecom.com/

Chapter 11 Petition Date: March 26, 2004

Court: Northern District of Ohio (Toledo)

Judge: Richard L. Speer

Debtor's Counsel: John J Hunter, Jr., Esq.
                  Hunter & Schank Co. L.P.A.
                  1700 Canton Avenue
                  Canton Square #1
                  Toledo, OH 43624
                  Tel: 419-255-4300
                  Fax: 419-255-9121

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Savings Bank & Trust          Guarantor of related    $1,955,320
                              company obligation

Sprint Local Telecom          Trade debt                $386,282
Division Receivables Mgmt.
1603 LBJ Freeway
Farmers Branch, TX 75234

Director-Contract             Trade debt                 $36,526
Performance & Adm.

USAC Billing & Disbursement   Trade debt                    $293

American Electric Power       Trade debt                     $34


DEKALB COUNTY HOUSING: S&P Hacks Ser. 1996 Bond Ratings to CC & C
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on DeKalb
County Housing Authority, Georgia's $12.6 million series 1996A and
$1.3 million series 1996C bonds, issued on behalf of the Regency
Woods I and II projects, to 'CC' and 'C' from 'BB' and 'B',
respectively. The outlook is negative.

The downgrades reflect the borrower's continued failure to pass
project revenues to the trustee; failure to make the mandatory
sinking fund payment due on Jan. 1, 2004, as well as the previous
two sinking fund payments; and severe erosion of senior and
subordinate debt service coverage ratios to 0.35x and 0.32x,
respectively, due primarily to a sharp drop in net operating
income.

Since entering a forbearance agreement with bondholders in 2002,
the borrower has not passed project revenues through to the
trustee, instead diverting them to make necessary capital
improvements on the properties. The simultaneous decline in the
Atlanta multifamily market led to increasing vacancy rates, which
exacerbated the problem by diminishing cash flow.

According to the trustee, US Bank, on Jan. 1, 2004, the scheduled
mandatory sinking fund payment was not made. However, the trustee
made the scheduled interest payment on that date using monies in
the debt service reserve funds for the senior and subordinate
bonds. The trustee had to draw on those reserve funds to make the
previous two interest payments in July 2003 and January 2003; the
trustee opted not to make mandatory sinking fund payments on those
previous dates. Trustee anticipates that it will be unable to make
either interest or principal payments due in July 2004 due to the
minimal funds remaining in the debt service reserves.

Unaudited financial statements for the year ending Dec. 31, 2003,
indicate debt service coverage of 0.35x maximum annual debt
service and 0.32x on the senior and subordinated debt, down from
1.32x and 1.19x in 2002, respectively. Pro forma debt service
coverage at the time of the rating in 1997 was 1.54x.

Effective gross income declined again in 2003 to $2.2 million from
$2.6 million, reflecting the units that are not being rented due
to extensive structural damage, lowered rents, and concessions at
the two properties. Expenses per unit in fiscal 2003 were $5,612,
up from $4,049 in fiscal 2002, which reflects an increase in
maintenance and repair costs and a significant increase in
insurance costs at the properties. The expense ratio increased
sharply to 83.8% from 50% in 2002.


EASYLINK: Improved Results Spur J.M. Dutton's Buy Rating Upgrade
----------------------------------------------------------------
J.M. Dutton & Associates updates coverage of EasyLink Services
(Nasdaq:EASY) with a Buy rating and a $3.00 price target. The 13-
page report by J.M. Dutton senior analyst Robert Davis is
available at http://www.jmdutton.com/as well as from First Call,
Bloomberg, Zacks, Reuters and other leading financial portals.

We are upgrading EasyLink's rating to a Buy because the Company
has eliminated many of the risks that led to our initial
"speculative" rating, and also because of its improved financial
performance. EasyLink has now reported two consecutive quarters of
operational profitability -- quarters in which the Company
generated positive operating profits and positive net income.

In addition, the Company generated its historically strongest
quarterly operating cash flows, while implementing major
expansions globally and introducing innovative new products in the
U.S. Critical issues that formerly had threatened EasyLink's
viability as an investment have now been overcome. These issues
include a moderation in the size of revenue declines versus those
seen during 2002, the reduction of its former excessive level of
debt to an acceptable level, the settlement of its legal issues
with AT&T and PTEK, and the mitigation of its possible delisting
from NASDAQ.

                     Dutton & Associates

Dutton & Associates is one of the largest independent investment
research firms in the U.S. Its 24 senior analysts are primarily
CFAs and have expertise in many industries. Dutton & Associates
provides continuing analyst coverage of over 70 enrolled
companies, and its research, estimates and ratings are carried in
all the major databases serving institutions and online investors.

The cost of enrollment in our one-year continuing research program
is US$28,000 prepaid before commencement of our research
activities. We received $31,500 from the Company for coverage for
five quarters, and do not accept payment of our fees in company
stock. Our principals and analysts are prohibited from owning or
trading in securities of covered companies. The views expressed in
this research report accurately reflect the analyst's personal
views about the subject securities or issuer. Neither the
analyst's compensation nor the compensation received by us is in
any way related to the specific ratings or views contained in this
research report or note. Please read full disclosures and analyst
background at www.jmdutton.com before investing.

             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.

As reported in the Troubled Company Reporter's April 6, 2004
edition, notwithstanding the significant improvements in
EasyLink'sfinancial 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 was 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.


EDUCATE OPERATING: $190M Sr. Sec. Bank Loan Gets S&P's B+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating and a
recovery rating of '4' to Educate Operating Company LLC's $190
million senior secured bank credit facility, indicating
expectations of a marginal recovery of principal (25%-50%) in a
default scenario. The loan is guaranteed by its parent company,
Educate Inc.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Educate Inc. The outlook is stable. Baltimore,
Md.-based Educate will have pro forma total debt of $170 million.
Issue proceeds will be used to refinance existing term debt and
pay-in-kind seller notes.

"The ratings reflect Educate's somewhat aggressive financial
profile resulting from the 2003 leveraged acquisition of the
company and the highly competitive nature of the supplemental
educational services industry," said Standard & Poor's credit
analyst Hal Diamond. "These factors are only partially offset by
its niche competitive position in the tutorial services business
and historically good operating performance." The ratings also
consider the company's strong cash flow dependence on its
franchisees.

The stable outlook reflects the company's discretionary cash flow,
which is expected to be more than sufficient to service minimal
bank debt maturities for the next several years. However,
financial risk is expected to remain relatively high because
Standard & Poor's expects management's aggressive financial
policies likely will remain focused on business expansion goals.


ELEC COMMUNICATIONS: Net Loss Declines to $66,653 in First Quarter
-----------------------------------------------------------------
eLEC Communications Corp. (OTCBB:ELEC), a provider of local and
long distance telephone service, announced financial results for
the first quarter ended February 29, 2004.

eLEC reported net income for the first fiscal quarter of 2004 of
$56,140, or $0.00 per share, as compared to net income of
$705,799, or $0.05 per share, for the first fiscal quarter of
2003. Net income in the first quarter of fiscal 2003 included a
one-time gain on sale of assets of $1,596,889. Net loss from
operations for the quarter ended February 29, 2004 amounted to
$66,653, as compared to a net loss from operations of $974,897 for
the quarter ended February 28, 2003.

Revenues for the first quarter of 2004 amounted to $1,873,992, an
increase of $526,963, or 39%, over revenues of $1,347,029 in the
first quarter of fiscal 2003.

eLEC's CEO, Paul Riss, stated, "We are finally operating with low
fixed costs and a scalable local service platform. We cleaned up
our balance sheet in fiscal 2003, and now our income statement has
improved dramatically, showing the effects of our restructured
operations. With a 39% increase in revenues in the first quarter
of fiscal 2004, we were able to decrease our operating loss by
$908,244, or 93%, as compared to the first quarter of fiscal 2003.
We were able to achieve these results by decreasing our SG&A
expenses by $476,703, or 31%, in fiscal 2004, while achieving
higher gross margins. We are very pleased with these results, and
we anticipate that we will again show improved operating results
in the second quarter."

eLEC Communications Corp. is a Competitive Local Exchange Carrier
that offers local and long distance calling plans to small
business and residential customers. We sell under the names of New
Rochelle Telephone and eLEC Communications, and we deliver
telephone services at a price savings and with quality customer
service. For more information on our products and offerings, visit
its web site at http://www.elec.net/

                        *   *   *

In its Form 10-KSB for the fiscal year ended November 30, 2003,
eLEC Communications Corp. states:

"The report of the independent auditors on our 2003 financial
statements indicates there is substantial doubt about our ability
to continue as a going concern. We have worked during the course
of the year to improve our financial condition and, as discussed
previously, the sale of most of the assets and liabilities of our
former wholly-owned subsidiary, Essex, in December 2002, the sale
of the stock of Essex in September 2003 and the sale of our
corporate headquarters building in October 2003 has helped us to
continue our business operations. Additionally, we are approaching
a breakeven level and we believe we currently have the cash
resources to further grow our business to profitable levels.
However, we have not recently reported a fiscal quarter with
income from operations and we continue to operate with negative
working capital, which at November 30, 2003 was approximately
$1,938,000. In addition, there remains some doubt as to whether we
will have the financial ability to meet payment demands, if they
are made, from creditors. We believe we will be able to settle
approximately $872,000 of current liabilities to Telecarrier's
creditors via a reorganization plan to bring our Telecarrier
subsidiary out of bankruptcy. We believe it is important to our
current operations to maintain the new customer accounts that we
have established in Telecarrier. If we are successful in
maintaining ownership of a reorganized Telecarrier, we anticipate
that we will have profitable operations and will be able to
further pursue implementation of VoIP technology as an additional
network to carry the voice traffic of our customers. The failure
to retain our Telecarrier subsidiary and to settle past due
amounts within our financial means will have an adverse effect on
our ability to carry out our business plan. The inability to carry
out this plan may result in the continuance of unprofitable
operations, and the eventual shut down of vendor credit
facilities, which would adversely affect our ability to continue
operating as a going concern."


ENRON CORP: Stipulation Temporarily Allows 25 Claims for Voting
---------------------------------------------------------------
Through Court-approved Stipulations, these claims are temporarily
allowed in the "Stipulated Amount" as provided for by Rule 3018
of the Federal Rules of Bankruptcy Procedure for the limited
purpose of voting on Enron Corporation and its debtor-affiliates'
Plan:

Claimant                            Claim No.    Voting Amount
--------                            ---------    -------------
Bayerische Hypo-Und Vereinsbank AG     14156      $25,030,079

Dean Foods Company                   1284900       28,000,000

Williams Energy Marketing &             2277        5,250,000
Trading Co.                             2278       25,275,507
                                       13145       50,000,000

Hess Energy Trading Co. (UK) Ltd.      24190           15,849
                                       24176           15,849

Amerada Hess Corporation               24185           10,000
                                       24465       10,000,000
                                       24177           13,248

Hess Energy Trading Company LLC        24172        5,145,723
                                       24189        5,749,393
                                       24181          603,670

Tenaska Cluburne LLC, Tenaska          15022                1
Holdings LLC & Tenaska Energy, Inc.    15289                1
                                       18241                1

Federal Insurance Company               9317      108,000,000

Lloyds TSB Maritime Leasing            11316      140,652,078
(No. 9) Limited

Lloyds (Nimrod) Leasing Industries     11318       13,509,139
Limited

Deseret Generation & Transmission       2594        2,000,000
Cooperative                             2595        6,000,000
                                        2597        1,500,000

Teesside Power Limited                 10781      278,663,816
                                       10784      878,827,765

Tauber Petrochemical Company           14884          297,528

The Stipulations are not intended nor will it be construed to be:

  (i) an allowance of the Claims for any purpose other than
      voting on the Plan;

(ii) a waiver by any of the Debtors or any other parties-in-
      interest of any right to object on any grounds to any
      Claims or proofs of claim filed or to be filed by the
      Claimants; or

(iii) an agreement or consent by the Claimants to reduce or
      limit the Claims. (Enron Bankruptcy News, Issue No. 103;
      Bankruptcy Creditors' Service, Inc., 215/945-7000)


EQUITY RESIDENTIAL: Ranks #4 in Zacks' Sell List
------------------------------------------------
Zacks.com issued a Sell Rating (Rank #4) to Equity Residential
(NYSE:EQR) stock.

Zacks.com from time to time releases details on a group of stocks
that are part of their exclusive list of Stocks to Sell Now.

Since inception in 1988 the S&P 500 has outperformed the Zacks #5
Ranked Strong Sells by 170.3% annually (12.1% vs. 4.5%
respectively). "While the rest of Wall Street continued to tout
stocks during the market declines of the last few years, we were
telling our customers which stocks to sell in order to save
themselves the misery of unrelenting losses," according to
Zacks.com.

To see the full Zacks #5 Ranked list of Stocks to Sell Now then
visit: http://at.zacks.com/?id=92

Here is a synopsis of why Equity Residential's stock has a Zacks
Rank of 4 (Sell) and should most likely be sold or avoided for the
next 1 to 3 months. Note that a #4/Sell rating is applied to 15%
of all the stocks the company ranks:

Equity Residential (NYSE:EQR) is the largest publicly-traded
apartment company in the country. Like many other companies in its
industry during this difficult time, Equity Residential finds its
earnings expectations for this year, ending December 2004, below
levels from three months ago. Analysts have kept their estimates
down by 2 cents, or -1%, within that timeframe. In early February,
the company reported fourth quarter 2003 earnings per share and
funds from operations that both fell short of year-ago levels. In
the report, the company said it is still waiting fore the factors
that will eventually drive the recovery of the multifamily
industry. But in the meantime, Equity Residential is doing what it
can in a challenging environment, including focusing its efforts
on the reconfiguration of its portfolio as well as customer
service and resident retention. As the economy continues to grow
stronger, a leader such as Equity Residential should be at the
forefront. But at the moment, investors may be rewarded if they
use some patience and watch for the company's earnings estimates
to improve before taking a position. The company's next quarterly
report is scheduled for April 28th.

                     About the Zacks Rank

For over 15 years the Zacks Rank has proven that "Earnings
estimate revisions are the most powerful force impacting stock
prices." Since inception in 1988 the #1 Ranked stocks have
generated an average annual return of +33.7% compared to the
(a)S&P 500 return of only +12.1%. Plus this exclusive stock list
has generated total gains of +100.3% since January 2000 as the
market suffered its worst downturn in 60 years. Also note that the
Zacks Rank system has just as many Strong Sell recommendations
(Rank #5) as Strong Buy recommendations (Rank #1). And since 1988
the S&P 500 has outperformed the Zacks #5 Ranked Strong Sells by
170.3% annually (12.1% vs. 4.5% respectively). Thus, the Zacks
Rank system can truly be used to effectively manage the trading in
your portfolio.

For continuous coverage of Zacks #1 and #5 Ranked stocks, then get
your free subscription to "Profit from the Pros" e-mail newsletter
where we highlight stocks to buy and sell using our time tested
stock evaluation model. http://at.zacks.com/?id=94

The Zacks Rank, and all of its recommendations, is created by
Zacks & Co., member NASD. Zacks.com displays the Zacks Rank with
permission from Zacks & Co. on its web site for individual
investors.

                     About Zacks

Zacks.com is a property of Zacks Investment Research, Inc., which
was formed in 1978 to compile, analyze, and distribute investment
research to both institutional and individual investors. The
guiding principle behind our work is the belief that investment
experts, such as brokerage analysts and investment newsletter
writers, have superior knowledge about how to invest successfully.
Our goal is to unlock their profitable insights for our customers.
And there is no better way to enjoy this investment success, than
with a FREE subscription to "Profit from the Pros" weekly e-mail
newsletter. For your free newsletter, visit
http://at.zacks.com/?id=95


EPRESENCE INC: Provides Update on Liquidation Proceedings
---------------------------------------------------------
ePresence, Inc. (NASDAQ: EPRE) provided the following update on
the status of its liquidation process.

In October 2003, ePresence entered into an agreement to sell its
security and identity management (SIM) services business assets to
Unisys Corporation (NYSE: UIS) for approximately $11.5 million in
cash. This transaction was expected to be completed by late 2003.
As a result of the delay in the process of consummating the
transaction and due to recent developments, ePresence and Unisys
have agreed to reduce the purchase price to approximately $9
million in cash and extend the closing date through June 30, 2004.

On March 26, 2004, ePresence announced that its majority owned
subsidiary, Switchboard, Incorporated, had reached a definitive
agreement with InfoSpace, Inc. to be acquired for $7.75 per share
in cash. Subject to shareholder and regulatory approval, the
transaction is expected to close in the second half of 2004. The
sale of Switchboard will result in gross proceeds to ePresence of
approximately $76.0 million based on the Company's ownership of
9.8 million shares of Switchboard stock. The Company will proceed
with obtaining shareholder approval of the sale of its Switchboard
holdings as part of its special meeting to approve its previously
announced sale of its services business and plan of liquidation.

ePresence currently projects cash distributions to its
shareholders in the range of $4.05 per share to $4.30 per share.
This estimate is based on the following:

      -- The Company's current cash balance,

      -- Current estimates of liquidation costs,

      -- Anticipated proceeds from the sale of the services
         business to Unisys, and

      -- Anticipated proceeds from the sale of Switchboard shares
         to InfoSpace.

ePresence expects to file a revised preliminary proxy statement in
April 2004, which will incorporate ePresence's fourth-quarter and
year-end 2003 financial results and the aforementioned
developments. The Company plans to hold its special meeting of
stockholders in the second quarter of 2004.

                        About ePresence

ePresence, Inc. (NASDAQ: EPRE) is a market leader in delivering
Security and Identity Management (SIM) solutions that help
companies reduce cost, enhance security, improve customer service
and increase revenues. Its highly focused solutions leverage
technologies such as enterprise directories, metadirectories,
single sign-on and provisioning systems, and have enabled numerous
Fortune 1000-class companies to efficiently and securely provide
personalized access to digital resources, thus maximizing the ROI
of their IT-based initiatives. ePresence is headquartered in
Westboro, Massachusetts and can be reached at (800) 222-6926 or
online at http://www.epresence.com/


EXEGENICS INC: FY 2003 Net Loss Slides 43% to $6 Million
--------------------------------------------------------
eXegenics Inc. (Nasdaq: EXEG) reported results for the year ended
December 31, 2003.

For the year ended December 31, 2003, the net operating loss was
$6,000,000, or $0.38 per share, a reduction of 43% compared with
net loss of $10,527,000, or $0.67 per share, for the same period
in 2002.  The lower net loss in 2003 was due primarily to the
discontinuance of drug discovery operations and related reduction
of staff.  As of December 31, 2003, the Company reported cash,
cash equivalents and restricted cash of $10,732,000.

                   About eXegenics Inc.

eXegenics Inc. formerly operated as a small molecule drug
discovery company.  In 2003, all research and development programs
were terminated.  In December 2003 a new board of directors was
elected by a majority of shareholders to hold office for the 2004
fiscal year.  The new board of directors has elected a committee
to study strategic direction and identify business opportunities.

                        *   *   *

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

"We are currently focused on completing the wind-down of our drug
discovery operations begun in late 2002, resolving outstanding
liabilities and redeploying the remaining residual assets of the
Company. We have participated in a continually changing industry
that utilizes rapidly evolving technologies.

"At December 31, 2003 we had cash, cash equivalents and
investments of approximately $10,132,000, plus restricted cash of
$600,000. Restricted cash was pledged as collateral in support of
leased laboratory equipment. In connection with the termination of
our drug discovery research programs, we repurchased equipment
subject to a capital lease agreement. In January 2004, in
conjunction with this December 2003 repurchase, the lessor of this
equipment released $375,000 of the held collateral. We anticipate
the wind-down operations to be substantially completed by the end
of the first half of 2004. We estimate that we will use $1.2-1.5
million during this time to satisfy previous commitments of the
Prior Board. After the first quarter, we forecast our cash usage
to be approximately $100,000-125,000 per month, assuming that we
make no new investments or engage in the operation of a new
business. Our future capital needs are uncertain. The Company may
or may not need additional financing in the future to fund
operations, a determination to be made when the Company implements
its new business strategy. We do not know whether additional
financing will be available when needed, or that, if available, we
will obtain financing on terms favorable to our stockholders."


EXEGENICS INC: Appoints CFO David E. Riggs as President & CEO
-------------------------------------------------------------
eXegenics Inc. (Nasdaq: EXEG) announced that David E. Riggs has
been named President and Chief Executive Officer in addition to
his position of Chief Financial Officer. Mr. Riggs joined
eXegenics in March 2003 as Vice President, Chief Business
Officer and Chief Financial Officer.

John A. Paganelli, Chairman of the Board said, "We are pleased to
have David on our team and together we are committed to
identifying new opportunities as well as maximizing value for our
shareholders."

CEO David Riggs commented, "I thank the board for this opportunity
and am committed to continuing the cost cutting introduced last
year and implementing new opportunities identified by our search
committee that would best utilize our sizeable capital base."

                   About eXegenics Inc.

eXegenics Inc. formerly operated as a small molecule drug
discovery company.  In 2003, all research and development programs
were terminated.  In December 2003 a new board of directors was
elected by a majority of shareholders to hold office for the 2004
fiscal year.  The new board of directors has elected a committee
to study strategic direction and identify business opportunities.

                        *   *   *

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

"We are currently focused on completing the wind-down of our drug
discovery operations begun in late 2002, resolving outstanding
liabilities and redeploying the remaining residual assets of the
Company. We have participated in a continually changing industry
that utilizes rapidly evolving technologies.

"At December 31, 2003 we had cash, cash equivalents and
investments of approximately $10,132,000, plus restricted cash of
$600,000. Restricted cash was pledged as collateral in support of
leased laboratory equipment. In connection with the termination of
our drug discovery research programs, we repurchased equipment
subject to a capital lease agreement. In January 2004, in
conjunction with this December 2003 repurchase, the lessor of this
equipment released $375,000 of the held collateral. We anticipate
the wind-down operations to be substantially completed by the end
of the first half of 2004. We estimate that we will use $1.2-1.5
million during this time to satisfy previous commitments of the
Prior Board. After the first quarter, we forecast our cash usage
to be approximately $100,000-125,000 per month, assuming that we
make no new investments or engage in the operation of a new
business. Our future capital needs are uncertain. The Company may
or may not need additional financing in the future to fund
operations, a determination to be made when the Company implements
its new business strategy. We do not know whether additional
financing will be available when needed, or that, if available, we
will obtain financing on terms favorable to our stockholders."


EXIDE: Lead Claimants Want Claims Estimated to Establish Reserve
----------------------------------------------------------------
Antoine Dodd and 109 lead contaminant claimants ask the Court to
schedule an estimation proceeding before the confirmation hearing
on the Joint Plan to establish an appropriate reserve for their
claims against the Exide Technologies Debtors.  In the
alternative, the Lead Claimants ask the Court to enjoin
distribution under the Joint Plan pending a resolution of their
claims.

Steven K. Kortanek, Esq., at Klehr, Harrison, Harvey, Branzburg &
Ellers, LLP, in Wilmington, Delaware, tells the Court that the
Lead Claimants wanted to avoid having to make a formal request
for estimation.  Yet the timing of the process, coupled with the
seriousness and value of the significant claims, warrants it.
The Lead Claimants' representatives are making every effort to
reach consensual resolution of as many issues as possible.

Since the Court's enterprise value ruling last year, the Lead
Claimants tried to negotiate a resolution of their claims and
their treatment under the then-prospective plan.  As members of
the Committee, the Lead Claimants' representatives participated
diligently in the negotiation of the major economic terms of the
new plan, which resulted in the division of enterprise value now
reflected in the Joint Plan.  The Lead Claimants had consistently
urged to resolve the issues of their claim amounts and their
objections to the unfair claims resolution procedures to have the
plan move forward without having to litigate the claims pool of
over $207,000,000.

"The Lead Claimants are almost all minor children who are at or
near the bottom of the socio-economic scale.  They are
permanently brain damaged by lead poisoning caused by Exide.
They are desperately in need of money for their care.  Already
the delay by this bankruptcy has likely further harmed the
children in terms of brain development, since early intervention
is very important for such children," Mr. Kortanek says.

Mr. Kortanek recalls that the Joint Plan is an equity-for-debt
plan with only one class of general unsecured creditors, Class
P4, which is made up of trade, personal injury, and noteholder
claims.  Class P4 has three subclasses:

     (i) all non-Note Claimants;
    (ii) 10% Senior Note Claimants; and
   (iii) 2.9% Convertible Note Claimants.

The Lead Claimants' claims are tort claims belonging to the non-
Note Claimants subclass.  The Debtors estimate that the total
liability of all claims in the non-Note Claimants subclass is
$303,800,000.  Yet there is nothing in the Disclosure Statement
or the Joint Plan that supports or explains how the Debtors
arrived at the estimation.

With regard to personal injury claims such as the Lead Claims,
the Joint Plan provides for personal injury tort and wrongful
death claims resolution and distribution procedures.  The Joint
Plan also provides a reserve for disputed claims, but the amount
of the reserve is unknown.  Mr. Kortanek believes that the
Debtors value all personal injury claims at $20,000,000.

Mr. Kortanek contends that without suitable reserve protections,
confirmation of the Joint Plan, under the Debtors' under-
valuation of the tort claims, will forfeit the Lead Claimants'
ability to recover pro rata with other creditors.  It would also
represent an unfair windfall to unsecured claimholders.  Mr.
Kortanek adds that the $20,000,000 valuation allotted for
personal injury claims is only one-tenth of the total Lead
Claims.

Headquartered in Princeton, New Jersey, Exide Technologies is the
world-wide leading manufacturer and distributor of lead acid
batteries and other related electrical energy storage products.
The Company filed for chapter 11 protection on April 14, 2002
(Bankr. Del. Case No. 02-11125). Matthew N. Kleiman, Esq., and
Kirk A. Kennedy, Esq., at Kirkland & Ellis, represent the Debtors
in their restructuring efforts.  On April 14, 2002, the Debtors
listed $2,073,238,000 in assets and $2,524,448,000 in debts.
(Exide Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FEDERAL-MOGUL: Nippon Piston Demands Prompt Decision on Agreements
------------------------------------------------------------------
Nippon Piston Rings Company, a Japanese manufacturer and supplier
of piston rings, camshafts and certain other automotive parts,
was an equity holder in Federal-Mogul Piston Rings, Inc.
Pursuant to a 1987 Stock Purchase Agreement, Nippon Piston
contributed $19,007,100 in cash for the ownership of 862 shares
of stock that represents:

   (a) 431 shares of Class B Common Stock; and

   (b) 431 shares of Preferred Stock in a joint venture known as
       Goetze Corporation of America, along with Goetze A.G., a
       corporation organized and existing under the laws of the
       Federal Republic of Germany.

Goetze Corporation was subsequently known as AE Goetze, Inc., a
corporation organized and existing under the laws of the State of
Delaware.  Nippon Piston's interests in AE Goetze were further
subject to a Stockholders Agreement dated January 5, 1988.

Pursuant to a Second Stockholders' Agreement dated December 15,
1993, Nippon Piston's interests in AE Goetze were converted into
862 shares of non-voting, non-convertible Class B Common Stock in
AE Goetze.  The Joint Venture Agreement terminated and superseded
the 1987 Stock Purchase Agreement and the 1988 Stockholders
Agreement.  Nippon Piston believes that T&N Industries, Inc.
subsequently acquired Goetze Corporation and AE Goetze.
Powertrain Systems, a part of the T&N Group, subsequently became
successor-in-interest to AE Goetze.  Later, Powertrain Systems
changed its name to Federal Mogul Piston Rings, Inc.

Under the Joint Venture Agreement, the Board of Directors of AE
Goetze consisted of 5 members, one nominated by Nippon Piston,
and four nominated by AE Goetze.  Goetze elected all of the
directors.  The Joint Venture Agreement provides that the
directors, including the Nippon Piston Director, have continuing
responsibility for the management of Federal-Mogul Piston Rings.
The Joint Venture Agreement allows Nippon Piston to put its
shares of Federal-Mogul Piston Rings pursuant to certain
restrictions and requirements.  Each of the parties also has
certain continuing restrictions and obligations under the Joint
Venture Agreement for Federal-Mogul Piston Rings' benefit.

The Joint Venture Agreement remains in full force and effect
until either the parties mutually agree to terminate the
agreement or there remains only one shareholder in the joint
venture.

Nippon Piston and Goetze Corporation also entered into a license
agreement dated January 5, 1988, which was partly restated and
replaced by another license agreement on April 22, 1998 among
Nippon Piston, Federal-Mogul Corporation and Powertrain Systems.
The parties under the Restated License Agreement agreed to
exchange technology for use in the design, manufacture and sale
of piston rings in North America.  Nippon Piston is also required
to provide training and assistance to Federal-Mogul Piston Rings
in North America as well as at Nippon Piston's facilities in
Japan.  To the extent applicable, Nippon Piston is similarly
permitted to seek technical assistance from Federal-Mogul Piston
Rings.

Both parties are also required to make royalty payments to one
another upon the sale of products, which employ the other party's
technology.  In addition, Federal-Mogul Piston Rings is also
required to compensate Nippon Piston for providing technical
resources and marketing support pursuant to the License
Agreement.

The License Agreement can be terminated immediately on the
occurrence of certain events, including:

   (a) any action whereby the result is that neither Nippon
       Piston nor its affiliate is a stockholder of Powertrain;

   (b) the notice of termination by either party on the failure
       of the other party or any of its Affiliates, within 30
       days after receipt of prior written notice, to remedy a
       material breach of any provision of the License Agreement
       or any other Related Agreement; and

   (c) the assignment or purported assignment, or the granting of
       a security interest or other encumbrance of the License
       Agreement by either party without the written consent of
       the other.

Since the Petition Date, Nippon Piston and the Debtors have been
involved in these disputes:

   -- Before March 3, 2003, Nippon Piston filed several proofs of
      claim against various Debtors alleging, violations and
      breach of the Joint Venture Agreement and the License
      Agreement, including the termination of Nippon Piston's
      equity interests in Federal-Mogul Piston Rings; and

   -- On December 23, 2003, Nippon Piston initiated an adversary
      proceeding against certain of the Debtors seeking damages
      for violations under the Joint Venture Agreement and the
      License Agreement.

The Debtors, in turn, filed counterclaims in the adversary
proceeding, seeking damages under the Joint Venture Agreement and
the License Agreement.

The Debtors' Amended Plan and Disclosure Statement provide that,
to the extent that Nippon Piston's equity interests in Federal-
Mogul Piston Rings even exist anymore, the Debtors seek to
terminate these interests.  Under the Plan, all Equity Interests
in Federal-Mogul Piston Rings will be cancelled, annulled and
extinguished on the Effective Date.  The Allowed Noteholder
Claims, as defined in the Plan and Disclosure Statement, will
receive 100% of the equity in Reorganized Federal-Mogul Piston
Rings.  However, the holders of the Allowed Noteholder Claims
have agreed to distribute 100% of the equity interest in
Reorganized Federal-Mogul Piston Rings back to Powertrain on the
Effective Date.  From and after the Effective Date, Reorganized
Powertrain will own all equity interests in Reorganized Federal-
Mogul Piston Rings.

According to D. Benjamin Snyder, Esq., at Pickett Jones &
Elliott, P.A., in Wilmington, Delaware, both the Joint Venture
Agreement and the License Agreement have performance that remains
due by both sides and, therefore, are executory contracts capable
of assumption or rejection by the Debtors.  Since these cases
have been proceeding since October 1, 2001, the Debtors have
ample time to consider whether the assumption or rejection of the
Joint Venture Agreement and the License Agreement is warranted.
More importantly, it has become amply clear from past dealings
between the parties, the pending adversary proceedings, and
threats of further litigation, that the parties no longer intend
to work together under the Joint Venture Agreement or the License
Agreement.  Both parties accuse one another of breaching the non-
compete and other material provisions of the Joint Venture
Agreement and the License Agreement.

With the filing of the Amended Plan, the Debtors have openly and
expressly announced their intention on the record to terminate
Nippon Piston's equity interests in Federal-Mogul Piston Rings,
which will automatically cause the termination of the Joint
Venture Agreement and the License Agreement.  Given the period of
time that has already elapsed, the pending litigation, and the
termination of Nippon Piston's equity interests in Federal-Mogul
Piston Rings, there no longer remain any legal or business
reasons to further delay rejecting the Joint Venture Agreement
and the License Agreement.  Thus, Nippon Piston asks the Court to
compel the Debtors to immediately decide whether to reject or
assume the Agreements.

If the Joint Venture Agreement and the License Agreement are
rejected, Nippon Piston intends to file a claim, within 60 days
of the rejection, for all outstanding amounts, including any
un-matured, contingent, unliquidated sums, owed under the
agreements.

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some $6
billion.  The Company filed for chapter 11 protection on October
1, 2001 (Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan, Esq.,
James F. Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin
Brown & Wood and Laura Davis Jones, Esq., at Pachulski, Stang,
Ziehl, Young, Jones & Weintraub, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
its creditors, they listed $ 10.15 billion in assets and $8.86
billion in liabilities. (Federal-Mogul Bankruptcy News, Issue No.
52; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FERRELLGAS: S&P Revises Ratings Outlook over Weak Op. Performance
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on retail propane distributor Ferrellgas Partners
L.P., and revised the outlook on the company to negative from
stable.

Standard & Poor's also assigned its 'BB-' corporate credit rating
to Ferrellgas L.P., the operating limited partnership (OLP), and
its 'BB-' senior unsecured rating to the proposed $250 million
senior notes to be co-issued by Ferrellgas Escrow LLC and
Ferrellgas Finance Escrow Corp. and guaranteed by Ferrellgas L.P.
The notes will be issued partly in connection with the Blue Rhino
acquisition.

Liberty, Missouri-based Ferrellgas Partners had more than $943
million of debt outstanding at Jan. 31, 2004, about 75% of which
is privately placed at the OLP.

"The outlook revision reflects the company's weaker operating
performance this fiscal year due to high fuel costs and a warm
heating season, combined with the potential challenges associated
with the acquisition of Blue Rhino, which is almost 25% the size
of Ferrellgas in terms of annual revenue," said Standard & Poor's
credit analyst Andrew Watt.

Standard & Poor's said that the outlook also reflects the
expectation that the Blue Rhino acquisition will be funded in a
manner consistent with Ferrellgas' current financial profile.
Should future financial performance deteriorate more than
expected, a ratings downgrade could occur.

Ferrellgas Partners is the second-largest U.S. retail distributor
of propane, with 899 million gallons sold in fiscal 2003.

Ferrellgas recently announced its plan to acquire Blue Rhino, the
leading U.S. provider of branded propane grill cylinder exchange,
for $340 million. Following the completion of this acquisition,
Ferrellgas will have more than a 50% market share in the propane
cylinder exchange business.


FLEMING COS: Files 2nd Amended Plan & Disclosure Statement in Del.
------------------------------------------------------------------
The Fleming Debtors and the Official Committee of Unsecured
Creditors delivered to the Court their Second Amended Plan of
Reorganization on March 26, 2004.

           Overview and Summary of Second Amended Plan

Pursuant to the Second Amended Plan, the Debtors intend to
restructure around the Fleming Convenience business.  The Fleming
Convenience businesses are one of two national wholesale
distribution businesses serving the convenience retail industry
in the United States and Western Canada and the second largest in
North America.  The Convenience Businesses, headquartered in
South San Francisco, California, provide distribution and
logistics services as well as value-added programs to over 19,500
customer locations -- many customers own multiple locations -- of
a variety of store formats including traditional convenience
retailers, mass merchandisers, drug stores, liquor stores,
specialty stores and other stores that carry convenience packaged
goods.

Fleming Convenience operates 22 high velocity distribution
centers servicing 38 states and five Canadian provinces that have
a total of 2.6 million square feet of total warehouse space.
Fleming Convenience supplies a broad line of 55,800 stock-keeping
units, including cigarettes and tobacco products as well as dry,
frozen and chilled food products, health and beauty care products
and general merchandise products.  Fleming Convenience also
offers a broad array of value-added information and data services
that enable customers to more effectively manage product movement
as well as merchandising and sales functions.

On the Effective Date, two newly formed, wholly owned
subsidiaries of Core-Mark Newco -- Core-Mark Holdings I and Core-
Mark Holdings II -- will each own 50% of another newly formed
subsidiary, Core-Mark Holdings III.  All of Fleming's assets
related to its convenience store business, including the
Reorganized Debtors, will be transferred to Core-Mark Holdings
III and the reorganized subsidiaries.  Fleming's remaining assets
will be transferred to a Post-Confirmation Trust, which will be
liquidated, and Fleming's remaining direct and indirect
subsidiaries will be dissolved.

These Debtors will become indirect, wholly owned subsidiaries of
Core-Mark Newco:

       -- Core-Mark International, Inc.;
       -- Core-Mark Interrelated Companies, Inc.;
       -- Core-Mark Mid-Continent, Inc.;
       -- General Acceptance Inc.;
       -- C/M Products, Inc.;
       -- ASI Office Automation, Inc.;
       -- E.A. Morris Distributors, Inc.;
       -- Marquise Ventures Company, Inc.;
       -- Minter-Weisman Co.; and
       -- Head Distributing Co.

            $155 million Core-Mark Newco Equity Value

The Second Amended Plan estimates a $155 million midpoint equity
value for Core-Mark Newco.  To determine the equity value of
Core-Mark Newco, the estimated long-term indebtedness and the
present value of projected payments of legacy casualty
liabilities were both subtracted from the reorganized enterprise
value.  The $100 million approximate long-term indebtedness of
Core-Mark Newco at the Effective Date is projected to include $40
million of drawn senior secured debt and $60 million of drawings
under a junior secured Tranche B Loan.  The $35 million
approximate present value of the legacy casualty liability
reflects the payments as forecast in the Projections for Core-
Mark Newco, discounted back at the midpoint of the post-
restructuring weighted average cost of capital range of 17.5%.
Subtracting these amounts from reorganized value of $265 million
to $315 million, with $290 million used as the midpoint, resulted
in Core-Mark Newco equity value of approximately $130 million to
$180 million, with $155 million used as the midpoint.

The calculation of Core-Mark Newco Equity Value does not consider
future dilution that could occur upon the exercise of options and
warrants distributed to management and Tranche B Lenders.  All
such options are expected to have an exercise or strike price
based upon the reorganized value of Core-Mark Newco.

                    Reorganized Debtors D&O

The Second Amended Plan discloses the identity of the Reorganized
Debtors' directors and officers on the Plan Effective Date.  The
principal officers of Core-Mark Newco are presently anticipated
to be:

       -- J. Michael Walsh, President and CEO;

       -- Henry Hautau, Vice President, Employee and Corporate
          Services and Assistant Secretary;

       -- Stacy Loretz-Congdon, Treasurer and Assistant
          Secretary;

       -- Gregory P. Antholzner, Controller and Assistant
          Secretary;

       -- Basil P. Prokop, President, Canada Division;

       -- Tom Barry, Vice President, National Accounts;

       -- Gerald Bolduc, Vice President, Information Technology
          and Chief Information Officer;

       -- David W. Dresser, Vice President, Merchandising;

       -- Thomas Small, Vice President, Operations;

       -- Chris Walsh, Vice President, Marketing;

       -- Tom Perkins, Vice President, U.S. Divisions;

       -- Scott McPherson, Vice President, U.S. Divisions; and

       -- Cyril Wan, Assistant Secretary.

The initial board of directors of Core-Mark Newco is presently
contemplated to consist of five members:

       -- the Chief Executive Officer of Core-Mark Newco;

       -- two representatives selected by the Committee; and

       -- two independent members to be mutually agreed upon by
          the Debtors and the Committee.

                     Post-Confirmation Trust

The Post-Confirmation Trust Advisory Board will consist of four
members plus the Post-Confirmation Representative:

       (a) Two members will be designated by Core-Mark Newco;

       (b) One member will be designated by the Committee other
           than trade members and the PBGC, who will be an Old
           Note Holder that holds in excess of [3.5%] or greater
           of the total outstanding equity securities of Core-
           Mark Newco received as a result of the distribution of
           the equity to the Holders of Class 6 Claims under the
           Plan; and

       (c) One member will be designated by the trade members of
           the Committee and the PBGC, who will be the Holder
           of a Class 6 Claim, other than with respect to the Old
           Notes, against which there is not pending -- or
           against which the Debtors on the Post-Confirmation
           Trust do not reasonably contemplate bringing -- a
           Cause of Action and is not a Holder of a Class 3B or
           Class 5 Claim.

Pursuant to Section 1129(a)(5) of the Bankruptcy Code, the
Debtors will disclose, on or before the Confirmation Date, the
identity and any affiliations of any Person proposed to serve on
the initial Post-Confirmation Trust Advisory Board as well as the
identity and affiliations of the Post-Confirmation
Representative.  To the extent any such Person is an "insider"
under the Bankruptcy Code, the nature of any compensation for
that Person will also be disclosed.

              Assets of the Post-Confirmation Trust

On the Effective Date or as soon as practicable thereafter, the
Debtors, the Reorganized Debtors and Core-Mark Newco, as
applicable, will transfer, assign and deliver to the Post-
Confirmation Trust, the Post-Confirmation Trust Assets.  The PCT
Assets will consist of:

       (1) Trade accounts receivable including credits for
           postpetition deductions, other than the prepetition
           and postpetition trade accounts receivable and
           postpetition deductions of the continuing Fleming
           Convenience business;

       (2) Royalty payments owing to the Debtors related to the
           sale of the Fleming wholesale operations;

       (3) Litigation Claims which consist primarily of vendor-
           related receivables, primarily for uncollected
           promotional allowances -- e.g. rebates, discounts,
           price reductions -- unreimbursed funds related to
           military receivables and funds wired in advance for
           inventory for which invoices were not processed and
           inventory not shipped, but not including vendor
           deductions incurred in the ordinary course of business
           of the Fleming Convenience business which will remain
           with Core-Mark Newco;

       (4) Avoidance Actions, especially preference actions as
           outlined in Section 547;

       (5) Restricted cash, including the PACA account and the
           FSA reserves;

       (6) Available cash in an amount necessary to fund certain
           payments required to be made by the Post-Confirmation
           Trust under the Plan and Post-Confirmation Trust
           Agreement and Post-Confirmation Trust Administrator;

       (7) Any and all other Claims and Causes of Action of the
           Debtors, other than Causes of Action related to the
           fire loss at the Denver warehouse occurring in
           December 2002, which will be transferred to Core-Mark
           Newco, and other than claims and Causes of Action
           waived, exculpated or released in accordance with the
           provisions of the Plan; and

       (8) All of the remaining assets of the Debtors, other than
           the assets of the Reorganized Debtors and the assets
           of the continuing Fleming Convenience businesses,
           which will have been transferred to Core-Mark Newco
           and the Reorganized Debtors.

The PCT Assets do not include:

       (1) Any of the assets of the continuing Fleming
           Convenience businesses, which are to be transferred to
           Core-Mark Newco and the Reorganized Debtors;

       (2) the stock of Core-Mark Newco and the Reorganized
           Debtors; and

       (3) the Professional Fee Escrow Account.

The Post-Confirmation Trust will hold the PCT Assets for its
beneficiaries subject to the terms and conditions of the Plan and
the Post-Confirmation Trust Agreement.

                 Post-Confirmation Trust Funding

On the Effective Date, or as soon as practicable thereafter, the
Debtors, the Reorganized Debtors and Core-Mark Newco will
transfer to the Post-Confirmation Trust certain cash on hand and
certain proceeds from the Exit Financing Facility and the Tranche
B Loan necessary for the Post-Confirmation Trust to make the
payments required on Allowed Claims.  In addition, the Post-
Confirmation Trust will have available the proceeds from the
prosecution of Causes of Action.  Core-Mark Newco and the
Reorganized Debtors will retain the remainder of the cash and the
proceeds from the Exit Financing Facility and the Tranche B Loan
to operate their businesses.

               Modification of Release Provisions

                (1) Mutual Releases by Releasees

On and after the Plan Effective Date, in exchange for the
"services of the Releasees to facilitate the expeditious
reorganization of the Debtors and the Implementation of the
restructuring contemplated by the Plan," each Releasee
unconditionally releases each other from liability for any and
all claims, known or unknown, that the Releasees could assert
directly, or on behalf of any claim or interest holder, based in
whole or part on any act or omission taking place before the
Effective Date, except for cases of willful misconduct or gross
negligence.

However, the Reorganized Debtors and the Post-Confirmation Trust
reserve their rights to bring Avoidance Actions, collect Vendor
Deductions, or assert setoff, recoupment and other defenses or
claims against members of the Unsecured Creditors' Committee with
respect to the Debtors' ordinary-course business dealings with
Committee members.

Releasees include the Debtors' directors and officers, the
Postpetition Lenders, the Prepetition Lenders, the Agents, the
Old Notes Trustees, the Unsecured Committee, the Post-
Confirmation Trust, and the Post-Confirmation Advisory Board, and
their members, employees and professionals.

                  (2) Releases by Claimholders

On and after the Effective Date, each claimholder "that has
affirmatively voted to accept the Plan" is deemed to have
generally and broadly released the Releasees from liability,
except for cases of willful misconduct or gross negligence.

This broad release expressly includes any liability in any way
relating to:

       (i) the purchase or sale, or the rescission of a
           purchase or sale, of any security issued by a
           Debtor;

      (ii) a Debtor, Reorganized Debtor, or Core-Mark
           Newco;

     (iii) these Chapter 11 cases; or

      (iv) the negotiation, formulation and preparation of
           the Plan or any related agreements, instruments
           or other documents.

                       (3) Indemnification

The Debtors, Reorganized Debtors and Core-Mark Newco are jointly
obligated to indemnify all director and officer Releasees and
their affiliates, agents and professionals against any claims,
suits or liabilities, direct or indirect, based in whole or part
on any act or omission taking place on or before the Effective
Date in any way relating to the Debtors, the Reorganized Debtors,
Core-Mark Newco, the Chapter 11 cases, the Plan or the Disclosure
Statement, except for cases of willful misconduct or gross
negligence.

The Debtors agree to fund the purchase of "tail liability
coverage under the Debtors' directors and officers insurance
policies."

                         (4) Exculpation

The Debtors, Reorganized Debtors and Core-Mark Newco, the D&O
Releasees, the Postpetition Lenders, the Prepetition Lenders, the
Agents, the Old Notes Trustees, the Unsecured Committee, the
Post-Confirmation Trust, and the Post-Confirmation Advisory
Board, and their members, employees and professionals will
neither have nor incur any liability to any person or entity for
any act taken or omitted in connection with the formulation,
negotiation, preparation, dissemination, implementation,
administration, confirmation or occurrence of the Plan Effective
Date, the Disclosure Statement, or any contract, release or other
agreement created or signed in connection with the Plan, or any
act or omission in connection with, or in contemplation of, the
Debtors' restructuring.

    (5) Discharge of Claims & Termination of Equity Interests

The rights and treatment of all claims and equity interests under
the Plan are in exchange for the complete satisfaction, discharge
and release of all claims and equity interests included in the
Plan.

                       (6) Plan Injunction

The Second Amended Plan includes an injunction permanently
enjoining all holders of claims or equity interests from and
after the Effective Date, from:

       (i) commencing or continuing in any manner any action or
           proceeding of any kind on a prepetition claim or
           equity interest against the Debtors, their estates,
           Core-Mark Newco, or the Reorganized Debtors unless
           a previous order from the Bankruptcy Court modifying
           the stay is signed;

      (ii) enforcing or collecting by any manner or means
           of any judgment against the Debtors, their estates,
           Core-Mark Newco or the Reorganized Debtors;

     (iii) creating, perfecting or enforcing any encumbrance of
           any kind against any obligation due from the Debtors
           or enforcing any encumbrance of any kind against the
           property or interests in property of the Debtors,
           their estates, Core-Mark Newco, or the Reorganized
           Debtors; and

      (iv) asserting any right of set-off, subrogation or
           recoupment of any kind unless that setoff right,
           subrogation or recoupment has been previously asserted
           in a timely filed proof of claim, or as a defense or
           counterclaim to a cause of action brought by the
           Reorganized Debtors, Core-Mark Newco, or the Post-
           Confirmation Trust after the Effective Date.  With
           respect to FSA Reserve Participants, to the extent
           that any FSA Reserve Participant is entitled to set
           against the FSA Reserve because it has met all of the
           requirements of the Bankruptcy Court Order
           establishing the FSA Reserve, that right of set-off is
           preserved -- but only as against the Post-Confirmation
           Trust.

These releases, exculpation and the Plan injunction do not
preclude a governmental entity from enforcing its police and
regulatory powers.

A black-lined copy of the Second Amended Plan is available at no
extra charge at:

   http://bankrupt.com/misc/Fleming_2nd_Amended_Plan_blacklined.pdf

A black-lined copy of the Amended Disclosure Statement is
available at no extra charge at:

   http://bankrupt.com/misc/2nd_Amended_disclosure_statement_blacklined.pdf

Headquartered in Lewisville, Texas, Fleming Companies, Inc.
-- http://www.fleming.com/-- is the largest multi-tier
distributor of consumer package goods in the United States.  The
Company filed for chapter 11 protection on April 1, 2003 (Bankr.
Del. Case No. 03-10945).  Richard L. Wynne, Esq., Bennett L.
Spiegel, Esq., Shirley Cho, Esq., and Marjon Ghasemi, Esq., at
Kirkland & Ellis, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from its
creditors, they listed $4,220,500,000 in assets and $3,547,900,000
in liabilities. (Fleming Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


FORD MOTOR: Declares Second Quarter Dividend Payable on June 1
--------------------------------------------------------------
The Board of Directors of Ford Motor Company (NYSE: F) declared a
second quarter dividend of 10 cents per share, on the company's
Class B and common stock.  This is the same level of dividend paid
in the first quarter of 2004.

The second quarter dividend is payable on June 1, 2004 to
shareholders of record on April 30, 2004.


Ford Motor Company, a global automotive industry leader based in
Dearborn, Mich., manufactures and distributes automobiles in 200
markets across six continents.  With more than 318,000 employees
worldwide, the company's automotive brands include Aston Martin,
Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and Volvo.  Its
automotive-related services include Ford Credit, Quality Care and
Hertz.   Ford Motor Company celebrated its 100th anniversary on
June 16, 2003.

                        *    *    *

As reported in the Troubled Company Reporter's December 5, 2003
edition, Standard & Poor's Ratings Services lowered its rating on
Ford STEERS Credit-Backed Trust Series 2002-3F and removed it from
CreditWatch with negative implications, where it was placed
Nov. 6, 2003.

The lowered rating and CreditWatch removal reflects the lowered
rating and CreditWatch removal of Ford Motor Co.'s long-term
corporate credit, senior unsecured debt, and preferred stock
ratings, and those of its related entities on Nov. 12, 2003.

The transaction is a swap-dependent synthetic transaction that is
weak-linked to the referenced obligation, Ford Motor Co. Capital
Trust II's preferred stock. The lowered rating and CreditWatch
removal reflects the credit quality of the underlying securities
issued by Ford Motor Co.


FRIENDLY ICE CREAM: Credit Facility Maturity Extended into 2007
---------------------------------------------------------------
Friendly Ice Cream Corporation has obtained an amendment to its
revolving credit facility that will increase the maximum amount
that may be borrowed from $30 million to $35 million and extends
the maturity from December 2005 to June 2007. The effectiveness of
the amendment is subject to the closing of an offering of $175
million of senior notes and other customary conditions. Friendly's
intends to retire all of its outstanding 10 1/2% senior notes due
December 1, 2007 with the issuance of the new senior notes,
together with available cash and borrowings of approximately $4
million under its revolving credit facility.

                      *    *    *

As reported in the Troubled Company Reporter's February 26, 2004
edition, Standard & Poor's Ratings Services assigned its 'B-'
rating to Wilbraham, Massachusetts-based Friendly Ice Cream
Corp.'s proposed $175 million senior unsecured note offering due
2012.

The notes are rated one notch below the corporate credit rating on
Friendly because of the significant amount of priority debt ahead
of them.

At the same time, Standard & Poor's revised its ratings outlook on
Friendly to positive from stable. The outlook revision is based on
the company's stabilized operating performance and operational
improvements over the past two years.

The 'B' corporate credit rating on the company was affirmed.


GENERAL MEDIA: Penthouse to Buy 75% of Class A Preferred Stock
--------------------------------------------------------------
Penthouse International (OTCBB:PHSL), a diversified holding
company with operating subsidiaries in adult entertainment,
Internet transaction processing and real estate, announced that on
March 31, 2004, Penthouse and Dr. Luis Enrique Fernando Molina,
its principal stockholder, have entered into an agreement to
acquire 75% of the outstanding Class A preferred stock of General
Media, Inc., a 99.5% owned subsidiary of Penthouse. Closing of the
purchase of the General Media preferred stock is scheduled to
occur on or before April 15, 2004.

General Media and its subsidiaries are currently debtors in a
bankruptcy case pending in the United States Bankruptcy Court for
the Southern District of New York. On March 3, 2004, Penthouse
filed its proposed first amended and restated plan of
reorganization to be financed primarily through senior debt
financing from affiliates of Post Advisory Group and equity
financing to be provided by Dr. Molina or his affiliates. The
holders of the General Media preferred stock, who also own
approximately 89% of the approximately $46 million outstanding
amount of General Media 15% senior secured notes due 2004, had
originally objected to the Penthouse plan, and proposed a
competing plan of reorganization that, if confirmed by the
Bankruptcy Court, would have caused Penthouse to lose ownership of
General Media.

Under the terms of the March 31 agreement, Dr. Molina and
Penthouse have agreed to purchase the General Media preferred
stock from the sellers for approximately $10.25 million, payable
on March 31, 2008 under an 8% increasing rate note given by Dr.
Molina and guaranteed by Penthouse. The note is secured by a
pledge of the Series C convertible preferred stock of Penthouse
held by an affiliate of Dr. Molina. Under the terms of the
agreement, the sellers and their affiliates, including Marc Bell,
have agreed to waive all objections to and support the Penthouse
proposed plan of reorganization and withdraw their competing plan.

Claude Bertin, Executive Vice President of Penthouse said, "This
transaction paves the way and significantly enhances the ability
of Penthouse and Dr. Molina to obtain confirmation of our plan of
reorganization, which we believe will benefit all classes of
creditors of General Media."

General Media and its subsidiaries is a brand-driven global
entertainment business founded in 1965 by Robert C. Guccione.
General Media's flagship PENTHOUSE brand is one of the most
recognized consumer brands in the world and is widely identified
with premium entertainment for adult audiences. General Media
caters to men's interests through various trademarked
publications, movies, the Internet, location-based live
entertainment clubs and consumer product licenses. General Media
licenses the PENTHOUSE trademarks to third parties worldwide in
exchange for recurring royalty payments.

In addition, on March 22, 2004, Penthouse acquired Internet
Billing Company, LLC. iBill is a leading e-commerce company
focused on enabling businesses to market and sell their products
over the Internet, including online subscriptions. iBill also
manages all back-office functions including reporting, tracking,
customer service and sales transactions. Its services are powered
by technology that integrates online payment processing, fraud
control, affiliate management and financial reporting and
tracking. Over the last five years, iBill has successfully
processed over $2.0 billion in online subscriptions representing
tens of millions of consumer transactions. iBill was acquired from
Intercept, Inc. (Nasdaq:ICPT), which divested of the iBill
division as part of a plan to focus on its core business of
outsourced technology solutions to community banks.


GMAC MORTGAGE: Fitch Takes Rating Actions on 7 Securitizations
--------------------------------------------------------------
Fitch has taken rating actions on the following GMAC Mortgage
Corp. mortgage pass-through certificates:

     GMAC Mortgage Corporation mortgage pass-through certificates,
     series 2001-J4

        --Class A affirmed at 'AAA';
        --Class M1 affirmed at 'AAA';
        --Class M2 upgraded to 'AAA' from 'AA';
        --Class M3 upgraded to 'AA+' from 'A';
        --Class B1 upgraded to 'A+' from 'BB';
        --Class B2 upgraded to 'BB+' from 'B'.

     GMAC Mortgage Corporation mortgage pass-through certificates,
     series 2001-J7

        --Class A affirmed at 'AAA';
        --Class M1 affirmed at 'AAA';
        --Class M2 upgraded to 'AAA' from 'AA';
        --Class M3 upgraded to 'AA' from 'BBB+';
        --Class B1 upgraded to 'BBB' from 'BB';
        --Class B2 affirmed at 'B'.

     GMAC Mortgage Corporation mortgage pass-through certificates,
     series 2002-J2

        --Class A affirmed at 'AAA';
        --Class M1 upgraded to 'AAA' from 'AA';
        --Class M2 upgraded to 'AA' from 'A';
        --Class M3 upgraded to 'A' from 'BBB';
        --Class B1 upgraded to 'BBB-' from 'BB';
        --Class B2 upgraded to 'BB' from 'B'.

     GMAC Mortgage Corporation mortgage pass-through certificates,
     series 2002-J3

        --Class A affirmed at 'AAA';
        --Class M1 upgraded to 'AAA' from 'AA';
        --Class M2 upgraded to 'AAA' from 'A';
        --Class M3 upgraded to 'AA' from 'BBB';
        --Class B1 upgraded to 'BBB' from 'BB';
        --Class B2 upgraded to 'BB' from 'B'.

     GMAC Mortgage Corporation mortgage pass-through certificates,
     series 2002-J4

        --Class A affirmed at 'AAA';
        --Class M1 upgraded to 'AAA' from 'AA';
        --Class M2 upgraded to 'AA' from 'A';
        --Class M3 upgraded to 'A' from 'BBB';
        --Class B1 upgraded to 'BBB-' from 'BB';
        --Class B2 upgraded to 'BB' from 'B'.

     GMAC Mortgage Corporation mortgage pass-through certificates,
     series 2002-J6

        --Class A affirmed at 'AAA';
        --Class M1 upgraded to 'AAA' from 'AA';
        --Class M2 upgraded to 'AA' from 'A';
        --Class M3 upgraded to 'A' from 'BBB';
        --Class B1 upgraded to 'BBB-' from 'BB';
        --Class B2 upgraded to 'BB' from 'B'.

     GMAC Mortgage Corporation mortgage pass-through certificates,
     series 2002-J7

        --Class A affirmed at 'AAA';
        --Class M1 affirmed at 'AA';
        --Class M2 affirmed at 'A';
        --Class M3 affirmed at 'BBB';
        --Class B1 affirmed at 'BB';
        --Class B2 affirmed at 'B'.

The upgrades are being taken as a result of low delinquencies and
losses, as well as increased credit support. The affirmations on
the above classes reflect credit enhancement consistent with
future loss expectations.


GMX RESOURCES: Expects FY 2003 Results to Swing to Positive Zone
----------------------------------------------------------------
GMX Resources Inc. (Nasdaq: GMXR) announced that three Company-
owned and operated wells have been re-completed in the Pettit,
Travis Peak & Cotton Valley formations in East Texas. They are
producing 1,900 mcfgd (mcfgp=thousand cubic feet of gas per day)
gross & 1,500 mcfgd net to the Company. The Pettit, Travis Peak
wells should continue to improve from 290 mcfgd (gross) as plunger
lift & pumping systems are being installed or improved. After the
wells production is optimized, they should exhibit a 15% annual
decline. The Cotton Valley completion initial production of 1,610
mcfgp (gross) should decline 40%-60% this year once gas lift has
been installed. The Company also announces that its industry
partner is completing the first well in the joint development of
its Cotton Valley, Travis Peak & Pettit prospects located in East
Texas. The well has been fracture treated in one zone and is
producing 1,500 mcfgd gross & 240 mcfgd net to the Company.
Further completion efforts on that well are underway. The second
well being drilled by the industry partner has encountered several
shows and is expected to reach total depth within the week.

The Company has extended its time to file its Annual Report 10-K
until April 15, 2004, to give time for completion of its audit.
The Company's net income for 2003 is expected to be approximately
$400,000, compared to a loss of $445,000 in 2002.

In addition, the Company closed a private placement of 200,000
shares of common stock for $1,000,000 with an investor. GMXR now
has 6,775,000 outstanding shares of common stock. Proceeds of the
transaction will be used for general corporate purposes. The
common stock sold by the Company in the private placement has not
been registered under the Securities Act of 1933 or any state
securities laws and may not be sold without registration or
compliance with an exemption there from.

The Company expects to continue to seek additional sources of
financing to further strengthen its financial condition. The
Company has received several letters of interest from banks
interested in providing additional credit to the Company and is in
discussions with those lenders about terms, due diligence and
longer-term debt.

Mr. Ken L. Kenworthy, Jr. CEO, stated, "Our recent successes
substantiate our perception of GMXR's upside value of the reserve
development & potential value on our acreage. Our joint venture
partner and our technical team further strengthen our capabilities
to pursue & execute the GMXR targeted strategic and operating
objectives of growing production, reserves and shareholder value."

GMX -- http://www.gmxresources.com/-- is an independent natural
gas production company headquartered in Oklahoma City, Oklahoma.
GMXR has 53 producing wells in Texas & Louisiana, 24 proved
developed non-producing reservoirs, 48 proved undeveloped
locations and several hundred other development locations. GMXR
has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7
producing wells in New Mexico. The Company's strategy is to
significantly increase production, revenues and reinvest in
increasing production. GMXR's goal is to grow and build
shareholder value every day.

                           *   *   *

In its latest Form 10-QSB filed with the Securities and Exchange
Commission for the quarterly period ended September 30, 2003, GMX
Resources, Inc. states:

"On August 31, 2003, the Company signed a new note and extended
its existing credit line of $7,160,000 to mature on March 1, 2004.
Under the amended agreement, the borrowing base will be $7,210,000
and GMX will be required to make monthly payments of $90,000 in
principal plus interest until the extended maturity date of March
1, 2004. The Company is currently in compliance with the
collateral valuations and covenants required by its lender under
the amended agreement.

"The Company has prepared its financial statements assuming that
it will continue as a going concern. The Company has substantially
reduced overhead and believes current cash flow is sufficient to
meet its current obligations, but it is not sufficient to fund any
significant drilling or to fully repay bank debt. The Company is
discussing other financing arrangements which would allow the
Company to reduce accounts payable and amounts outstanding under
the Company's credit facility. These issues raise substantial
doubt about the Company's ability to continue as a going concern
absent the successful implementation of management's plans."


HERITAGE MEDICAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Heritage Medical Associates, P.A.
        1905 Skibo Road
        Fayetteville, North Carolina 28314

Bankruptcy Case No.: 04-02458

Type of Business: The Debtor provides medical services.

Chapter 11 Petition Date: March 25, 2004

Court: Eastern District of North Carolina

Judge: A. Thomas Small

Debtor's Counsel: Terri L. Gardner, Esq.
                  Poyner & Spruill, LLP
                  P.O. Box 10096
                  3600 Glenwood Avenue
                  Raleigh, NC 27605-0096
                  Tel: 919-783-6400

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
------                        ---------------       ------------
Rick Relyea                   Loan, expenses,         $1,096,538
2517 Waymaker Way             salary
Austin, TX 78746

South Branch-Photon Imaging   pharmaceutical            $106,900
Geodax Technology, Inc.       supplies

Toshiba America Medical       maintenance contract       $57,562
System

Physician Sale & Service Inc  Account                    $37,910

United Healthcare of NC, Inc  Health insurance           $34,842

Medical Manager               Contract services          $26,000

Wayne Wampler                 Loan                       $22,000

Merry X-Ray                   Medical supplies           $16,092

Henry Schein                  Account                    $13,801

Bank of America Lease         Lease of equipment         $13,668

Southeastern Overread         Radiology contract         $11,200
Services                      services

AMES                          Account                    $10,887

Cherry Bekaert & Holland LLP  Professional fees           $9,543

Resources on Call             Account                     $8,943

Cardinal Health               Account                     $8,890

Blue Ridge X-Ray Co., Inc.    Account                     $8,459

Dr. Jeffrey Seder             Services                    $7,805

COECO Office Systems          Account                     $7,412

American Systems              Account                     $6,524

Polymedco, Inc.               Medical supplies            $6,154


INTEGRATED HEALTH: Court Authorizes Class 6 Cash-Out Distribution
-----------------------------------------------------------------
The Integrated Health Services Plan contains a Class 6 Cash-Out
Election, which provides that each holder of a General Unsecured
Claim in Class 6 may elect on its Ballot to receive a distribution
of Cash in an amount equal to the lesser of:

   (a) 3% of its Allowed General Unsecured Claim; and

   (b) $3,000.

The Class 6 Election Form contained in the Ballot for Class 6
General Unsecured Claims provides that:

   "If you fail to check a box, of if you check more than one
   box, or if you fail to return this Class 6 Election Form by
   the Voting Deadline, and your Claim becomes an Allowed General
   Unsecured Claim in an amount equal to or less than $100,000,
   you will be deemed to have made the Class 6 Cash-out
   Election."

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, informs the Court that 4,800 to 5,000 Cash-
Out Claimants are eligible for the Class 6 Cash-Out Election.
IHS Liquidating determined that some claimants elected to become
Cash-Out Claimants and some claimants are deemed to have made the
Class 6 Cash-Out Election by virtue of the Ballot provisions for
Class 6 General Unsecured Claims.  Currently, IHS Liquidating
wants to make a distribution to Cash-Out Claimants.  The
aggregate amount of the distribution will be approximately
$1,200,000.

IHS Liquidating also understands that many claimants are
categorized as Cash-Out Claimants because of their failure to
make a selection on the Ballot for Class 6 General Unsecured
Claims.  The Debtors want to allow the Claimants one last chance
to opt out if so desired.  Accordingly, IHS Liquidating proposes
to send to all eligible Cash-Out Claimants by regular mail a copy
of a Notice, stating that Cash-Out Claimants have 20 days from
the date of the Notice to send a letter to IHS Liquidating
affirmatively opting out of the Class 6 Cash-Out Election.

In addition, IHS Liquidating seek the Court's authority to make a
distribution to Cash-Out Claimants 30 days after the Election
Deadline or as soon as is practicable and to use up to $3,000,000
of its cash on hand for that purpose.

The excess amount of the $1,200,000 needed to satisfy existing
Cash-Out Claimants may be used by IHS Liquidating to give it the
flexibility to make a distribution to holders of Class 6 General
Unsecured Claims who, by settlement or other reason, have their
Claims reduced to an amount less than $100,000.  In that
situation, assuming the IHS Liquidating decides in its
discretion, the claimant could qualify for the Class 6 Cash-Out
Election and thereby becomes a Cash-Out Claimant.

Judge Walrath grants the Debtors' request in all respects.

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)


IT GROUP: Court Confirms First Amended Joint Chapter 11 Plan
------------------------------------------------------------
IT Group and its debtor-affiliates and the Official Committee of
Unsecured Creditors step Judge Walrath through the 13 statutory
requirements under Section 1129(a) of the Bankruptcy Code
necessary to confirm their First Amended Plan of Reorganization:

A. Section 1129(a)(1) of the Bankruptcy Code provides that a plan
   must comply with the applicable provisions of Chapter 11 of
   the Bankruptcy Code.  The legislative history of Section
   1129(a)(1) of the Bankruptcy Code indicates that a principal
   objective of this provision is to assure compliance with the
   sections of the Bankruptcy Code governing classification of
   claims and interests and the contents of the plan.  The
   Debtors' Plan satisfies all the applicable provisions of the
   Bankruptcy Code, and as required by Rule 3016(a) of the
   Federal Rules of Bankruptcy Procedure, the Plan is dated and
   properly identifies the Debtors and the Committee as Plan
   Proponents.

B. Section 1129(a)(2) of the Bankruptcy Code requires that the
   plan proponents comply with the applicable Bankruptcy Code
   provisions.  The legislative history and cases discussing
   Section 1129(a)(2) indicate that the purpose of the provision
   is to ensure that the plan proponents comply with the
   disclosure and solicitation requirements of Sections 1125 and
   1126.  The Plan Proponents have complied with all the
   provisions of the Bankruptcy Code and the Bankruptcy Rules
   governing notice, disclosure, and solicitation in connection
   with the Plan, the Disclosure Statement, the accompanying
   exhibits, and all other matters considered by the Court in
   connection with the Debtors' Chapter 11 cases.  The Debtors
   timely filed with the Clerk of the Court their Schedules.
   Good, sufficient and timely notice of the Confirmation Hearing
   and all other hearings in the Chapter 11 cases have likewise
   been given to all holders of Claims and Equity Interests and
   all other parties-in-interest to whom notice was required to
   have been given.  Furthermore, the Plan Proponents have
   properly solicited votes with respect to the Plan in good
   faith and in compliance with the applicable provisions of the
   Bankruptcy Code and the Bankruptcy Rules, as well as the
   Approval Order.  All of the Ballots were properly solicited
   and tabulated in accordance with the Approval Order.
   Accordingly, the Plan satisfies Section 1129(a)(2).

C. The Plan has been "proposed in good faith and not by any
   means forbidden by law," as required by Section 1129(a)(3) of
   the Bankruptcy Code.  The Court examined the totality of the
   circumstances surrounding the formulation of the Plan and the
   Plan Settlement.  The Plan and the Plan Settlement are based
   on extensive arm's-length negotiations between and among the
   Debtors, the Official Committee of Unsecured Creditors, the
   Agent -- on behalf of the Prepetition Lenders -- and certain
   other parties-in-interest.  The Plan and Disclosure Statement
   reflect the culmination of these efforts and the substantial
   input of each representative group.  Additionally, as
   evidenced by the overwhelming acceptance of the Plan by the
   holders of Non-Lender Secured Claims in Class 2, Lender Claims
   in Class 3, and the Debtors' unsecured creditors in Classes 4A
   and 4B of the Plan, the Plan achieves the goals embodied in
   the Bankruptcy Code.  The Plan's exculpation and injunction
   provisions have been negotiated and agreed to by the Debtors,
   the Official Committee of Unsecured Creditors, and the Agent,
   in good faith and are consistent with Sections 105, 1129 and
   1142 of the Bankruptcy Code.

D. Section 1129(a)(4) of the Bankruptcy Code requires that the
   payments made by the debtor on account of services or costs
   and expenses incurred in connection with the Plan either be
   approved or be subject to approval by the Bankruptcy Court as
   reasonable.  In accordance with Section 1129(a)(4), all
   payments to be made to professionals retained by the Plan
   Proponents pursuant to a Court order will be subject to Court
   review and approval, upon final applications under Sections
   330, 331 or 503(b) of the Bankruptcy Code.

E. Section 1129(a)(5)(A)(i) of the Bankruptcy Code requires the
   plan proponents to disclose the identity of certain
   individuals who will hold positions with the debtor or its
   successor after plan confirmation.  Section 1129(a)(5)(A)(ii)
   requires that the service of these individuals be "consistent
   with the interests of creditors and equity security holders
   and with public policy."  The Plan Proponents have disclosed
   that AlixPartners LLC will serve, on the Plan Effective Date,
   as Litigation Trust Trustee and carry out the duties and
   obligations of the Plan Administrator and Chief Litigation
   Officer under the Plan.  AlixPartners, as the Litigation Trust
   Trustee will also act as the Disbursing Agent with respect to
   Distributions under the Plan.

   The Debtors have also disclosed that an oversight committee of
   three members consisting of Murray H. Hutchinson, as the
   Committee Designee, and Cargill Financial Services Corp. and
   Citadel Investment Group LLC, as the Lender Designees, will be
   appointed as of the Effective Date.  The Oversight Committee
   will oversee the administration and implementation of the
   Plan, the liquidation and distribution of the Debtors' Assets
   in accordance with the Plan, the performance of the Plan
   Administrator and the pursuit and resolution of the Avoidance
   Actions and Estate Causes of Action.  The Litigation Trust
   Trustee will pay the Committee Designee and the Lender
   Designees the Oversight Committee Compensation of $5,000 per
   calendar quarter commencing from and after the Effective Date,
   plus reimbursement of reasonable expenses.  The annual
   compensation of the IT Environmental Liquidating Trustee,
   Brian Fournier, is $120,000, subject to a maximum 3.5%
   annually, plus reimbursement of reasonable expenses, which
   compensation and reimbursement will be paid from the assets of
   the IT Environmental Liquidating Trust.

F. Section 1129(a)(6) of the Bankruptcy Code permits confirmation
   only if any regulatory commission that will have jurisdiction
   over the debtor after confirmation has approved any rate
   change provided for in the plan.  This requirement is
   inapplicable in the Debtors' Chapter 11 cases.

G. Section 1129(a)(7) of the Bankruptcy Code requires that a plan
   be in the best interests of creditors and stockholders.  The
   best interests test focuses on individual dissenting creditors
   rather than classes of claims.  Section 1129(a)(7) requires
   that each holder of a claim or equity interest either accepts
   the plan or will receive or retain under the plan property
   having a present value, as of the plan effective date, not
   less than the amount that holder would receive or retain if
   the debtor were liquidated under Chapter 7 of the Bankruptcy
   Code.  Based on the Litigation Analysis prepared by
   AlixPartners, and the testimonies of Harry J. Soose and Meade
   A. Monger, as of the Effective Date, each holder of an
   impaired Claim in Classes 2, 3, 4A and 4B of the Plan that has
   not accepted the Plan will receive or retain under the Plan,
   property of a value that is not less than the amount that the
   holder would receive or retain if the Debtors were liquidated
   under Chapter 7 of the Bankruptcy Code.  The holders of claims
   in Classes 4C, 4D, and 5, who will not receive or retain any
   property under the Plan, and are, therefore, deemed to have
   rejected the Plan, would receive no distribution if the
   Debtors were liquidated under Chapter 7.  Thus, the Plan
   satisfies the "best interest" test under Section 1129(a)(7).

H. Section 1129(a)(8) of the Bankruptcy Code requires that
   each class of claims or interests must either accept a plan
   or be unimpaired under a plan.  Although the Plan does not
   comply with this Section because Class 4C, 4D nor Class 5 are
   deemed to have rejected the Plan, the Plan is confirmable
   pursuant to the "cramdown" provisions of Section 1129(b).

I. The treatment of Administrative Claims pursuant to Section 5.1
   of the Plan, satisfies the requirements of Sections
   1129(a)(9)(A) of the Bankruptcy Code, while the treatment of
   Priority Tax Claims pursuant to Section 4.1(a) of the Plan
   satisfies the requirements of Section 1129(a)(9)(B).

   Section 5.1 provides that except as otherwise agreed to in
   writing by any holder of an Allowed Administrative Claim and
   the Litigation Trust Trustee, on the applicable Distribution
   date, each holder of an Allowed Administrative Claim will be
   paid in Cash, in full, provided that an Administrative Claim
   representing a liability incurred in the ordinary course of
   business of the Debtors may be paid at the Litigation Trust
   Trustee's election.

   Section 4.1, on the other hand, provides that each holder of
   an Allowed Priority Claim will either be paid in full in Cash
   on the Effective Date or all of the holders' legal, equitable
   and contractual rights will be paid in full in accordance with
   the reinstated rights.

   Also, consistent with Section 1129(a)(9)(C) of the Bankruptcy
   Code, Section 5.2 of the Plan provides for the payment in full
   of all Allowed Tax Claims as required by Section 1129(a)(9)(C)
   of the Bankruptcy Code.

J. Section 1129(a)(10) of the Bankruptcy Code requires the
   affirmative acceptance of the Plan by at least one Class of
   impaired Claims, "determined without including any acceptance
   of the plan by any insider."  The Plan satisfies Section
   1129(a)(10) because Classes 3, 4A and 4B which are impaired
   classes, have voted to accept the Plan by the requisite
   majority, determined without including any acceptance of Plan
   by the Debtors' insiders.

K. Section 1129(a)(11) of the Bankruptcy Code requires the
   Bankruptcy Court to find that the plan is feasible as a
   condition precedent to confirmation.  The Plan Proponents
   and their professionals have analyzed the Debtors' ability to
   meet their obligations under the Plan.  Based on the
   Liquidation Analysis, there is a reasonable likelihood that
   the Debtors will be able to make all payments required
   pursuant to the Plan.  Therefore, the plan satisfies the
   requirements of Section 1129(a)(11).

L. Section 13.1 of the Plan provides that the Debtors will pay on
   the Effective Date or as soon as practicable all Statutory
   Fees accrued through and including the Effective Date, and all
   Statutory Fees accrued after the Effective date will be paid
   by the Litigation Trust in the ordinary course of business,
   thus, satisfying the requirements of Section 1129(a)(12) of
   the Bankruptcy Code.

M. Section 1129(a)(13) of the Bankruptcy Code provides that a
   Plan will provide for the "continuation after its effective
   date of payment of all retiree benefits, as that term is
   defined in Section 1114 of [the Bankruptcy Code] . . . for the
   duration of the period the debtor has obligated itself to
   provide such benefits."  The Debtors do not provide any
   retiree benefits.  Therefore, the Plan satisfies Section
   1129(a)(13).

Accordingly, Judge Walrath confirmed the Debtors' Plan on
April 5, 2004.  The Court overruled all objections to
confirmation of the Plan that have not been withdrawn or
otherwise resolved.  The Plan Proponents proposed certain
technical modifications to the Plan to address the issues raised
in the objections.  These modifications comply with Section 1127
of the Bankruptcy Code and Bankruptcy Rule 3019, and do not
materially or adversely change the treatment of any holder of any
Claim or equity Interest.

A free copy of the confirmation order is available at:

      http://bankrupt.com/misc/confirmation_order.pdf

Headquartered in Monroeville, Pennsylvania, The IT Group, Inc. --
http://www.theitgroup.com-- together with its 92 direct and
indirect subsidiaries, is a leading provider of diversified,
value-added services in the areas of consulting, engineering and
construction, remediation, and facilities management. The Company
filed for chapter 11 protection on January 16, 2002 (Bankr. Del.
Case No. 02-10118).  David S. Kurtz, Esq., at Skadden Arps Slate
Meagher & Flom, represents the Debtors in their restructuring
efforts.  On September 30, 2001, the Debtors listed $1,344,800,000
in assets and 1,086,500,000 in debts. (IT Group Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


JB OXFORD: 2003 Audit Opinion Contains Going Concern Qualification
------------------------------------------------------------------
JB Oxford Holdings, Inc. (Nasdaq: JBOH), which through its JB
Oxford & Company and National Clearing Corp. subsidiaries,
provides clearing and execution services, and discount brokerage
services to clients nationwide, filed its Annual Report on Form
10-K on March 30, 2004 for the year ended December 31, 2003, in
which its independent auditors, Ernst & Young LLP, included an
explanatory paragraph on the Company's ability to continue as a
going concern. This announcement is made in compliance with Nasdaq
Rule 4350 (b), which requires separate disclosure of receipt of an
audit opinion that contains a going concern qualification, and
does not reflect any change or amendment to the financial
statements issued on March 30, 2004.

               About JB Oxford Holdings, Inc.

JB Oxford Holdings, Inc. (Nasdaq: JBOH), through its JB Oxford &
Company and National Clearing Corp. subsidiaries, provides
clearing and execution services, and discount brokerage services
with access to personal brokers, online trading and cash
management. The company's one-stop financial destination at
www.jboxford.com was developed to be the easiest, most complete
way for consumers to manage their money. The site features online
trading, robust stock screening and portfolio tracking tools as
well as up-to-the- minute market commentary and research from the
world's leading content providers. JB Oxford has branches in New
York, Minneapolis and Los Angeles.


KAISER: Futures Representative Wants to Extend PwCCF' Retention
--------------------------------------------------------------
Martin J. Murphy, the legal representative for future asbestos
claimants in the Chapter 11 cases of Kaiser Aluminum Corporation
and its debtor-affiliates wants to extend and modify the terms of
the retention of PricewaterhouseCoopers Corporate Finance,
formerly known as PricewaterhouseCoopers Securities, LLC, as
bankruptcy consultants and special financial advisors.

By this application, the Futures Representative seeks the Court's
authority, pursuant to Sections 327, 524(g) and 1103 of the
Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy
Procedure, to:

   (a) continue PwC Corporate's retention to provide financial
       advisory and other related services in connection with the
       Debtors' Chapter 11 cases in accordance with the original
       retention terms;

   (b) pay PwC Corporate a $62,500 per month fixed fee, for the
       period from April 1, 2004 through the Confirmation Date;
       and

   (c) reimburse PwC Corporate on a monthly basis for actual
       amount of reasonable out-of-pocket expenses.

The Futures Representative also asks the Court to modify the
original Retention Order to eliminate the $200,000 fixed fee,
which is payable on the Confirmation Date.

Sharon M. Zieg, Esq., at Young Conway Stargatt & Taylor, LLP, in
Wilmington, Delaware, relates that significant issues remain
unresolved in the Debtors' Chapter 11 cases, and the Debtors have
indicated that a Plan will not be confirmed by the second quarter
of 2004.  Select issues that are new, in early stages of
resolution, or require significant ongoing analysis include:

   (a) The Debtors' sale processes of numerous significant
       assets;

   (b) The settlement of intercompany claims;

   (c) Negotiations with insurers; and

   (d) Plan negotiations.

Ms. Zieg informs the Court that for the Debtors to develop
strategies and evaluate proposals made by other constituencies
involved in these cases that are best suited to the interests of
the future claimants, the Futures Representative needs ongoing
financial advice from PwC Corporate.  In addition, Ms. Zieg notes
that if the Plan is confirmed before June 30, 2004 -- as was
previously contemplated -- the proposed compensation of PwC
Corporate will be reduced under the new terms relative to the
prior arrangement.

Headquartered in Houston, Texas, Kaiser Aluminum Corporation
operates in all principal aspects of the aluminum industry,
including mining bauxite; refining bauxite into alumina;
production of primary aluminum from alumina; and manufacturing
fabricated and semi-fabricated aluminum products.  The Company
filed for chapter 11 protection on February 12, 2002 (Bankr. Del.
Case No. 02-10429).  Corinne Ball, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
September 30, 2001, the Company listed $3,364,300,000 in assets
and $3,129,400,000 in debts. (Kaiser Bankruptcy News, Issue No.
41; Bankruptcy Creditors' Service, Inc., 215/945-7000)


KAISER ALUMINUM: Selling Alpart Stake to Rual Trade for $215 Mil.
-----------------------------------------------------------------
In advance of an auction approved by the U.S. Bankruptcy Court for
the District of Delaware, Kaiser Aluminum has signed a "stalking
horse" agreement to sell its interests in and related to Alpart, a
partnership that owns bauxite mining operations and an alumina
refinery in Jamaica, to Rual Trade Limited, a member of RUSAL
Group, for $215 million.

The auction will be conducted on April 20, with qualifying bids
due by April 15. Kaiser expects the Court to rule on the winning
bid at the regularly scheduled monthly hearing on April 26.

Under Alpart's existing partnership arrangement, Hydro Aluminium
a.s., which currently owns the remaining 35% of Alpart, retains
the right -- for 30 days following Kaiser's receipt of Court
approval of any sale transaction -- to elect to purchase Kaiser's
interests at the price specified in any agreement approved by the
Court.

As previously disclosed, any sale of Kaiser's interest in Alpart
is subject to a number of approvals, including approvals by the
Court and the lenders under Kaiser's Post-Petition Credit
Agreement, as more fully discussed in the company's Form 10-K for
2003.

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


KANSAS CITY SOUTHERN: Agrees with TMM to Stay Arbitration
---------------------------------------------------------
Grupo TMM, S.A. (TMM) (NYSE:TMM) and Kansas City Southern (KCS)
(NYSE:KSU) have agreed not to move immediately into the next phase
of arbitration, following the March 19, 2004 Interim Award of the
AAA International Centre for Dispute Resolution Arbitration Panel,
which found that the Acquisition Agreement remains in force and is
binding on KCS and TMM unless otherwise terminated according to
its terms or by law.

Both companies have reserved the right to proceed with the next
phase of arbitration at any time. In a stipulation signed by TMM
and KCS and accepted by the arbitration panel, the two companies
have agreed to discharge in good faith all of the obligations of
the Acquisition Agreement signed April 20, 2003.

For a copy of the stipulation filed with the Securities and
Exchange Commission, go to:


http://www.sec.gov/Archives/edgar/data/54480/000101381604000274/form8k_4704e
xh.txt

Headquartered in Mexico City, Grupo TMM is a Latin American
multimodal transportation company. Through its branch offices and
network of subsidiary companies, Grupo TMM provides a dynamic
combination of ocean and land transportation services. Grupo TMM
also has a significant interest in TFM, which operates Mexico's
Northeast railway and carries over 40 percent of the country's
rail cargo. Grupo TMM's web site is at http://www.grupotmm.com/
and TFM's web site is at http://www.tfm.com.mx/

KCS is a transportation holding company that has railroad
investments in the United States, Mexico and Panama. Its primary
holding is The Kansas City Southern Railway Company. Headquartered
in Kansas City, Missouri, KCS serves customers in the central and
south central regions of the U.S. KCS's rail holdings and
investments are primary components of a NAFTA Railway system that
links the commercial and industrial centers of the United States,
Canada, and Mexico.

                        *   *   *

As reported in the Troubled Company Reporter's March 12, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB+'
rating and  its recovery rating of '1' to Kansas City Southern
Railway Co.'s  new $250 million credit facility, consisting of a
$150 million term loan B facility due 2008 and a $100 million
revolving credit facility due 2007. Ratings on the company's
existing credit facility are withdrawn. The debt is guaranteed by
parent Kansas City Southern and certain subsidiaries. The 'BB-'
corporate credit ratings for both KCSR and Kansas City Southern
are affirmed. The new credit facilities are rated 'BB+', two
notches above the corporate credit rating, indicating high
expectation of full recovery of principal in the event of default.
The outlook is negative. The Kansas City, Mo.-based Class 1
railroad has about $850 million of lease-adjusted debt
outstanding.

"The ratings on Kansas City Southern reflect its aggressive
financial profile and uncertainties related to its strategically
important investment in TFM S.A. de C.V., somewhat offset by the
favorable risk characteristics of the U.S. freight railroad
industry and the company's strategically located (albeit limited
in size) rail network," said Standard & Poor's credit analyst Lisa
Jenkins.

Kansas City Southern's relationship with its affiliate, TFM, is
strained at this time, and the status of its proposal to take
control of TFM is uncertain. Ratings incorporate room for the
company to pay its portion of the put option or for the company to
complete the TFM transaction as originally proposed. However, if
Kansas City Southern is forced to pay the full amount of the put,
or if financial performance at Kansas City Southern or TFM weakens
from expected levels, or if the TFM deal goes forward under more
onerous terms, ratings could be reviewed for a downgrade.


KANSAS CITY SOUTHERN: Releasing Q1 2004 Results on April 29
-----------------------------------------------------------
Kansas City Southern (KCS) (NYSE:  KSU) will report financial
results for its First Quarter 2004 on Thursday, April 29, 2004,
prior to the opening of trading on the New York Stock Exchange
(NYSE).

KCS management will discuss the Company's first quarter financial
and operational performance on a conference call at 1:00 p.m. EDT,
April 29, 2004.  To access the conference call, shareholders and
interested parties should dial: 1-800-955-1795 (U.S. and Canada)
or 1-706-643-0096 (International).  A replay of the presentation
will be available through May 6, and can be accessed by dialing:
1-800-642-1687 (U.S. and Canada) or 1-706-645-9291
(International), Conference ID: 6600002.  The accompanying slides
to the  presentation will be available on the KCS website at
http://www.kcsi.com/immediately  prior to the telephone
conference.

KCS is a transportation holding company that has railroad
investments in the United States, Mexico and Panama. Its primary
holding is The Kansas City Southern Railway Company. Headquartered
in Kansas City, Missouri, KCS serves customers in the central and
south central regions of the U.S. KCS's rail holdings and
investments are primary components of a NAFTA Railway system that
links the commercial and industrial centers of the United States,
Canada, and Mexico.

                        *   *   *

As reported in the Troubled Company Reporter's March 12, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB+'
rating and  its recovery rating of '1' to Kansas City Southern
Railway Co.'s  new $250 million credit facility, consisting of a
$150 million term loan B facility due 2008 and a $100 million
revolving credit facility due 2007. Ratings on the company's
existing credit facility are withdrawn. The debt is guaranteed by
parent Kansas City Southern and certain subsidiaries. The 'BB-'
corporate credit ratings for both KCSR and Kansas City Southern
are affirmed. The new credit facilities are rated 'BB+', two
notches above the corporate credit rating, indicating high
expectation of full recovery of principal in the event of default.
The outlook is negative. The Kansas City, Mo.-based Class 1
railroad has about $850 million of lease-adjusted debt
outstanding.

"The ratings on Kansas City Southern reflect its aggressive
financial profile and uncertainties related to its strategically
important investment in TFM S.A. de C.V., somewhat offset by the
favorable risk characteristics of the U.S. freight railroad
industry and the company's strategically located (albeit limited
in size) rail network," said Standard & Poor's credit analyst Lisa
Jenkins.

Kansas City Southern's relationship with its affiliate, TFM, is
strained at this time, and the status of its proposal to take
control of TFM is uncertain. Ratings incorporate room for the
company to pay its portion of the put option or for the company to
complete the TFM transaction as originally proposed. However, if
Kansas City Southern is forced to pay the full amount of the put,
or if financial performance at Kansas City Southern or TFM weakens
from expected levels, or if the TFM deal goes forward under more
onerous terms, ratings could be reviewed for a downgrade.


KEY ENERGY: Lenders Want Audited 2003 Results by Sept. 30
---------------------------------------------------------
Key Energy Services, Inc. (NYSE: KEG) announced that the lenders
under its $175 million revolving credit facility have amended the
terms of the facility to waive non-compliance with covenants
requiring delivery of audited financial statements. The Company
also announced that lessors under approximately $26.2 million (as
of December 31, 2003) of equipment leases and its primary workers'
compensation insurance carrier have also waived non-compliance
with covenants requiring delivery of audited financial statements.

The revolving credit facility lenders have agreed to extend to
September 30, 2004, the date by which the Company must deliver
audited financial statements for 2003 and quarterly unaudited
financial statements for the first two quarters of 2004. The
lenders have also waived defaults which would have resulted from
non-compliance with the information delivery requirements and
related provisions in the credit agreement. Accordingly, the
Company will be able to borrow additional amounts under the
revolving credit facility and obtain letters of credit.

The Company previously announced on March 29, 2004 that it would
not file its Annual Report on Form 10-K for the year ended
December 31, 2003 by March 30, 2004. As described more fully in
the Company's March 29, 2004 release, the Company is in the
process of reviewing its assets, which the Company currently
expects will require write-downs of approximately $78 million in
fixed assets and approximately $5 million of goodwill and other
intangible assets. The Company currently expects the write-downs
to be recorded in 2003 and one or more prior years and, as a
result, expects that certain prior year financial statements will
require restatement. In its March 29, 2004 release, the Company
also stated that the Company's Audit Committee has authorized
independent investigations, with the assistance of outside
counsel, of matters in the Company's South Texas Division and of
aspects of the Company's disclosure controls and procedures and
its internal controls structure and procedures. The Audit
Committee has engaged Sidley Austin Brown & Wood LLP to assist it
in the investigations.

Francis D. John, Chairman and CEO of the Company, stated, "With
the continued support of our bank group and our other
stakeholders, we anticipate that the Company will be able to
execute on its operating plan and take advantage of increasing
market demand."

In connection with the waiver, the Company agreed to deliver to
the lenders draft, internal, unaudited financial statements
setting forth the Company's financial position and results of
operations as of and for the year ended December 31, 2003 and the
quarters ended March 31, 2004 and June 30, 2004, subject to any
write-downs, write-offs, charges and adjustments required as a
result of the restatements. Until the Company delivers audited
2003 financial statements and unaudited quarterly financial
statements (in each case reflecting the impact of the
restatements), the Company will be prohibited from making
acquisitions (other than a few specified acquisitions permitted by
the waiver), from paying any dividends or repurchasing stock, and
from making optional payments or prepayments on its senior notes,
subordinated debt and certain other unsecured debt. The Company
will be permitted to repay the remaining $18.7 million principal
amount of its 5% subordinated convertible notes on the maturity
date of such notes, if it has at least $50 million in availability
under the revolving credit facility after giving effect to such
repayment. Based on its current and forecasted liquidity position,
the Company believes that it will be able to meet this condition.

Until the final audited financial statements and unaudited
quarterly financial statements are delivered, applicable interest
rate margins for LIBOR and base rate loans will not be reduced
below 1.75% and 0.25%, respectively, and applicable commitment fee
rates will not be reduced below 0.375%. These pricing levels may,
however, be increased above those levels in accordance with the
current terms of the revolving credit facility. In addition, the
Company will pay waiver fees of $437,500 to the lenders and an
administrative fee to the administrative agent in consideration of
the amendment.

The waiver provides that it will be an event of default if the
Company determines that the write-downs, write-offs, charges or
other adjustments to be recorded in connection with the
restatements will exceed $100 million. The Company currently
believes that a write-down of approximately $78 million in assets,
consisting predominantly of idle equipment, and a write-off of
goodwill and other intangible assets of $5 million relating to an
acquisition in the Company's South Texas Division, will be
required, although the review is ongoing and additional write-
downs, write-offs or other adjustments may be identified. Under
the waiver, a default arising from the failure to deliver periodic
reports under any of the indentures pursuant to which the
Company's 6-3/8% senior notes, 8-3/8% senior notes and 5%
subordinated convertible notes were issued will not constitute a
cross-default under the revolving credit facility unless the
requisite notice of default has been given under the applicable
indenture and the 60-day cure period after such notice has
expired. To date, the Company has not received any notice of
default under any of the indentures.

All three of the Company's equipment financing lessors have agreed
to extend to September 30, 2004, the date by which the Company
must deliver audited annual financial statements to such parties,
thereby eliminating the Company's non-compliance as a default or
cross-default trigger until such date. In addition, the Company's
primary workers' compensation insurance carrier has agreed to
amend the collateral agreements under which it allows the Company
to provide a portion of its security in the form of a $6 million
promissory note and a $3 million bond (in lieu of a letter of
credit). Specifically, the workers' compensation carrier has
agreed to (i) extend to September 30, 2004, the date by which the
Company must deliver audited annual financial statements to such
parties and (ii) reduce the credit ratings triggers to their
current levels. Furthermore, the revolving credit facility waiver
discussed above effectively restores the Company's ability to cure
any issues related to the collateral package by simply replacing
the note and/or bond with a letter of credit.

The Company also announced that the Fort Worth Office of the
Securities and Exchange Commission commenced an inquiry relating
to the matters that were the subject of Company's announcement on
March 29, 2004. The Company intends to cooperate fully with the
SEC Staff.

                        About Key Energy

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


MACROVISION CORPORATION: Ranks #5 in Zacks' Sell List
-----------------------------------------------------
Zacks.com issued a Strong Sell (Rank #5) rating to Macrovision
Corporation (NASDAQ:MVSN) stock.

Zacks.com from time to time releases details on a group of stocks
that are part of their exclusive list of Stocks to Sell Now.

Since inception in 1988 the S&P 500 has outperformed the Zacks #5
Ranked Strong Sells by 170.3% annually (12.1% vs. 4.5%
respectively). "While the rest of Wall Street continued to tout
stocks during the market declines of the last few years, we were
telling our customers which stocks to sell in order to save
themselves the misery of unrelenting losses," according to
Zacks.com.

To see the full Zacks #5 Ranked list of Stocks to Sell Now then
visit: http://at.zacks.com/?id=92

Here is a synopsis of why Macrovision's stock has a Zacks Rank of
5 (Strong Sell) and should most likely be sold or avoided for the
next 1 to 3 months. Note that a #5/Strong Sell rating is applied
to 5% of all the stocks the company ranks:

Macrovision Corporation (NASDAQ:MVSN) designs, develops and
licenses copy protection and rights management technologies.
Analysts have kept their earnings expectation on Macrovision
steady over the past month for this year, ending December 2004.
However, estimates still remain below levels from two months ago
by 7 cents, or approximately -8%. During its fourth quarter report
from early March, Macrovision issued a fiscal year 2004 and first
quarter earnings per share guidance that were both below the
consensus at the time. The company said the guidance reflects
substantial investment in 2004 in strategic business
opportunities, including anti-piracy and market intelligence
solutions for peer-to-peer file sharing markets and DVD movie
copying software, among others. However, the guidance came in the
midst of a strong fourth quarter report, which included pro forma
diluted earnings per share and revenues that beat year-ago levels,
as the company benefited from a strong holiday season for its DVD
copy protection solutions and increased sales in its enterprise
software electronic licensing business. But for the moment,
investors may want to wait a little bit longer on a position for
its earnings estimates to gain more upside momentum.

                  About the Zacks Rank

For over 15 years the Zacks Rank has proven that "Earnings
estimate revisions are the most powerful force impacting stock
prices." Since inception in 1988 the #1 Ranked stocks have
generated an average annual return of +33.7% compared to the
(a)S&P 500 return of only +12.1%. Plus this exclusive stock list
has generated total gains of +100.3% since January 2000 as the
market suffered its worst downturn in 60 years. Also note that the
Zacks Rank system has just as many Strong Sell recommendations
(Rank #5) as Strong Buy recommendations (Rank #1). And since 1988
the S&P 500 has outperformed the Zacks #5 Ranked Strong Sells by
170.3% annually (12.1% vs. 4.5% respectively). Thus, the Zacks
Rank system can truly be used to effectively manage the trading in
your portfolio.

For continuous coverage of Zacks #1 and #5 Ranked stocks, then get
your free subscription to "Profit from the Pros" e-mail newsletter
where we highlight stocks to buy and sell using our time tested
stock evaluation model. http://at.zacks.com/?id=94

The Zacks Rank, and all of its recommendations, is created by
Zacks & Co., member NASD. Zacks.com displays the Zacks Rank with
permission from Zacks & Co. on its web site for individual
investors.

                     About Zacks

Zacks.com is a property of Zacks Investment Research, Inc., which
was formed in 1978 to compile, analyze, and distribute investment
research to both institutional and individual investors. The
guiding principle behind our work is the belief that investment
experts, such as brokerage analysts and investment newsletter
writers, have superior knowledge about how to invest successfully.
Our goal is to unlock their profitable insights for our customers.
And there is no better way to enjoy this investment success, than
with a FREE subscription to "Profit from the Pros" weekly e-mail
newsletter. For your free newsletter, visit
http://at.zacks.com/?id=95


MAGELLAN HEALTH: Objects to Detroit-Wayne Agency's Claim
--------------------------------------------------------
In June 2001, the Magellan Health Debtors and the Detroit-Wayne
County Community Mental Health Agency entered into an
Administrative Services Contract.  Pursuant to the Contract, the
Debtors provided the Agency with services like utilization review,
claims administration and provider network management with respect
to mental health services provided by the Agency to Medicaid and
uninsured residents of Detroit-Wayne County.  Under the Contract,
the Agency was obligated to pay certain sums to the Debtors in
exchange for the services.

By a letter dated February 24, 2003, the Agency informed the
Debtors that it would withhold the remaining payments due to the
Debtors under the Contract.  Debra A. Dandeneau, Esq., at Weil,
Gotshal & Manges, in New York, relates that the Agency terminated
the Contract as of February 28, 2003, and has withheld the
January and February 2003 payments due to the Debtors, amounting
to $845,000.  The Agency maintained that it made various
overpayments to its health care providers, in excess of
$1,000,000, and that somehow the Debtors are responsible for
those overpayments.

The Debtors acknowledged the possible existence of minor claims
processing discrepancies, amounting to $23,308.  For purposes of
potential settlement, the Debtors offered to accept
responsibility for those amounts.  However, the Debtors advised
the Agency that they are not responsible for any other alleged
overpayments by the Agency to its health care providers.

Ms. Dandeneau notes that the Agency continued to withhold
$822,000 in payments due to the Debtors.  The Agency asserts that
the amount is a setoff against the alleged $1,075,000 in
overpayments to its health care providers.

On June 26, 2003, the Agency filed Claim No. 3663 for $1,075,000.
The Agency asserts that Claim No. 3663 is secured by an $822,000
collateral -- the amount that the Agency unilaterally withheld
from the Debtors.  In August 2003, the Debtors objected to the
Agency Claim.

Both parties acknowledge that the dispute stems from the
interpretation of the "coordination of benefits" language in
Article 9 of the Contract.  The coordination of benefits
procedures were established to ensure that the Agency would not
pay claims, or portions of claims, that were covered by third-
party benefits.  The Agency claims that, due to a coordination of
benefits error, it overpaid claims submitted by its health care
providers where those claims, or portions thereof, were covered
by third parties, including SSI.

Ms. Dandeneau emphasizes that the Contract clearly states that
while the Debtors, as claims processor, are responsible for
monitoring coordination of benefits to take into account payments
received by providers from other sources, the Debtors are not
guarantors of the Agency's claims against the providers for
overpayments where the providers do not furnish the Debtors with
the information relating to payments received from third parties.

Although the Contract states that the Debtors should "avoid
initial adjudication of these Claims as payable, whenever
possible, where these third-party resources are available," the
Contract explicitly provides that it is the Agency, not the
Debtors, that is "required to take all reasonable measures to
identify legally liable third parties and to treat the verified
third party as a resource for the beneficiary."  Moreover, Ms.
Dandeneau points out, Section 9.1.1 of the Contract states that
the "coordination of benefits is the responsibility of each
Provider."

Nowhere does the Contract state that the Debtors bear the
financial responsibility for any overpayments made as a result of
failures to bill liable third party payors, where the third party
payors were not identified to the Debtors by either the Agency or
its health care providers.

Nevertheless, Ms. Dandeneau tells the Court, when the Agency
brought the alleged overpayments to the Debtors' attention, the
Debtors attempted to assist the Agency to locate and resolve
potential problem areas.  The Debtors' audit of its claims
handling procedures with respect to the Agency revealed a
discrepancy of about $23,000, for which, in the interest of
potential settlement, the Debtors offered to accept
responsibility.

"The remaining amounts that the Agency allegedly overpaid are due
to coordination of benefits errors at the provider level, not
errors by the Debtors.  Thus, the various providers, who
ultimately received the alleged overpayments from the Agency, are
liable for the return of any overpayments to the Agency.  Should
the Agency seek to recover any overpaid amounts, it must look to
those individual providers who received the overpayments, and,
who, pursuant to the terms of the Contract, bore responsibility
for any errors in coordination of benefits," Ms. Dandeneau
remarks.

Moreover, the Debtors had no way of identifying those claims that
were eligible for SSI and other third party benefits because the
Agency evidently did not fulfill its own contractual obligation
to provide the Debtors with third party liability information.
Therefore, the Agency must hold itself accountable for its
failure to fulfill the terms of the Contract.

                           Counterclaim

Count I: No Right to a Setoff Exists

   Section 553(a) of the Bankruptcy Code recognizes a party's
   right to setoff when four conditions are met, namely:

      * the creditor has a prepetition claim against the debtor;
      * the creditor owes a prepetition debt to the debtor;
      * the claim and debt are owed between the same parties; and
      * the claim and debt are valid and enforceable.

   Section 553(a)(1) of the Bankruptcy Code does not permit a
   creditor to effect a setoff if the claim of the creditor
   against the debtor is disallowed.  Because the Agency Claim
   should be expunged and disallowed in its entirety, Ms.
   Dandeneau contends that setoff is not permitted under Section
   553(a)(1).  Thus, the Agency must remit to the Debtors
   $845,000, plus interest thereon from and after February 24,
   2003 at a rate to be determined by the Court.

Count II: Recovery of Setoff

   To the extent that the Agency's action in withholding payments
   owed to the Debtors constitutes a setoff under Section 553(a),
   Ms. Dandeneau asserts that the setoff is avoidable pursuant to
   Section 553(b).

   Section 553 provides that a trustee may recover prepetition
   set-offs that occur within 90 days before the debtor's
   bankruptcy petition is filed, to the extent that the setoff
   improved the creditor's position.  The amount that may be
   recovered is calculated by subtracting the insufficiency --
   the amount of the creditor's claim against the debtor exceeds
   the amount of debt owed to the debtor -- that exists at the
   time of setoff from the insufficiency that exists on the later
   of 90 days before the filing of the petition, or if there is
   no insufficiency at that time, the first date during the 90-
   day period before filing the petition that an insufficiency
   exists.

   Taking February 24, 2003 as the date of setoff, it appears
   that the Agency maintains that the Debtors owed it $1,098,000,
   which is comprised of the $1,075,000 sought in the Agency
   Claim plus the $23,000 offered by the Debtors as settlement
   for possible claims processing discrepancies.  Pursuant to
   the terms of the Contract, the Agency owed the Debtors
   $845,000 on the date of setoff.  The $23,000 is implicitly
   applied out of the Withheld Payments, resulting in the
   $822,000 figure asserted as a setoff in the Agency Claim.
   Thus, on the date of the purported setoff, the amount of
   insufficiency -- the amount by which the creditor's claim
   exceeded the debt owed by the creditor to the debtor -- is
   $253,000.

   Next, the amount of insufficiency must be calculated on
   December 11, 2002, the date 90 days prior to the Petition
   Date.  On that date, the Agency maintains that the Debtors
   owed $1,098,000.  However, as of that date, the Agency did not
   yet owe either of the two payments or any other amounts to the
   Debtors.  Thus, on December 11, 2002, the Agency's claim
   exceeded any debt it owed to the Debtors by $1,098,000.

Count III: Recovery of Preference

   To the extent the Agency's action in withholding the Withheld
   Payments is not a valid setoff under Section 553(a), it
   constitutes a preferential transfer pursuant to Section 547(b)
   of the Bankruptcy Code.

   Ms. Dandeneau explains that the Withheld Payments represent an
   interest of the Debtors in property, as those funds would have
   become part of the Debtors' estate had they been properly paid
   to the Debtors when they became due and owing.  In addition,
   the Withheld Payments represent a transfer "to or for the
   benefit of a creditor."  The Agency concedes that it is a
   creditor of the Debtors.  In retaining the Withheld Payments,
   the Agency clearly effected a transfer for its own benefit.

   Moreover, the Withheld Payments were "for or on account of an
   antecedent debt owed by the debtor before such transfer was
   made."  The Agency alleged that the Debtors owes it more than
   $1,000,000, which represents alleged overpayments by the
   Agency and for which the Agency seeks to hold the Debtors
   liable.  Any right to payment would have arisen at the time
   the Agency made the alleged overpayments.  Thus, the Withheld
   Payments were withheld "for or on account of an antecedent
   debt."

   Ms. Dandeneau adds that the two monthly payments were withheld
   while the Debtors were insolvent.  The transfer at issue also
   occurred within the 90 days prior to the Petition Date.
   Finally, as required by Section 547(b)(5) of the Bankruptcy
   Code, the preferential transfer resulted in a greater
   distribution to the Agency than that which the Agency would
   receive if the Debtors filed a Chapter 7 petition, the
   transfer had not been made, and the Agency were paid in
   accordance with relevant provisions of the Bankruptcy Code.

The Agency is the immediate transferee of the Withheld Payments.
Accordingly, pursuant to Section 550(a)(1), the Debtors are
entitled to recover $845,000, plus interest thereon from and
after February 24, 2003 at a rate to be determined by the Court.

Thus, the Debtors ask the Court to disallow and expunge the
Agency Claim in its entirety and grant Magellan's Counterclaim.

Magellan Health Services is headquartered in Columbia, Maryland,
and is the leading behavioral managed healthcare organization in
the United States.  Its customers include health plans,
corporations and government agencies.  The Company filed for
chapter 11 protection on March 11, 2003, and confirmed its Third
Amended Plan on October 8, 2003.  Under the Third Amended Plan,
nearly $600 million of debt dropped from the Company's balance
sheet and Onex Corporation invested more than $100 million in new
equity. (Magellan Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


MARICOPA COUNTY: S&P Cuts $23 Million Revenue Bond Rating to B
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Maricopa County Industrial Development Authority, Ariz.'s $23
million multifamily housing revenue bonds series 1999A (Metro
Gardens--Mesa Ridge Apartments) to 'B' from 'BBB'. The outlook is
negative.

The downgrade reflects a decline in debt service coverage, high
economic vacancy at both properties due to concessions and overall
market conditions, and the borrower's indication that there will
likely be a draw on the debt service reserve fund to make the July
2004 interest payment on the series 1999A senior bonds.

The bonds were issued on behalf of the Metro Gardens and
Tradewinds Apartments (formerly known as Mesa Ridge Apartments)
projects, two affordable multifamily housing developments in
Phoenix, Ariz.

The audited financial statements for fiscal 2003 and annualized
unaudited figures for 2004 (through Jan. 31) indicate that the
performance of the properties has declined significantly with debt
service coverage at 0.74x maximum annual debt service and 0.49x,
respectively from 1.23x in 2002.

Since 2002, income at the properties has trended down while
expenses have increased. Monthly net income per unit was $427 in
2003 and $417 in 2004, compared to $463 in 2002 and $466 in 2001.
Average rent per unit was $504 in Standard & Poor's original
rating analysis. Annual expenses per unit were $3,550 in 2003 and
$4,137 in 2004, whereas in 2002 annual expenses per unit were
$3,044.

Though expenses have increased, the primary cause of the poor
performance is due to revenues. The physical occupancy rates for
the properties, at fiscal year-end (June 30, 2003), were 91% for
Metro Gardens and 83% for Tradewinds. The combined physical
occupancy rate was 80% as of June 30, 2003 and 85.7% as of Jan.
31, 2004. Economic occupancy is worse, however, at 71% as of June
30, 2003, and roughly 70% as of Jan. 31, 2004, reflecting the high
degree of concessions that management has had to offer to remain
competitive in the market.

The Phoenix apartment market continues to struggle with an influx
of new construction and weak demand. Reis reports that vacancy is
high and rising toward 10.0%. Rent growth is weak and most
apartment projects are offering concessions. Thus, from a low of
4.8% at the end of 2000, average vacancy had risen to 9.5% by the
close of fourth quarter 2003, Reis reports. Reis also reports
asking and effective average rents of $679 and $619 per month, up
0.6% and down 0.2%, respectively, from the previous quarter.


MEDICAL DISCOVERIES: Eliminates Additional $130,000 Secured Debt
----------------------------------------------------------------
The management team at Medical Discoveries, Inc. (OTC Bulletin
Board: MLSC) announced that, as a result of a negotiated
transaction, the company was able to eliminate approximately
$130,000 of secured debt from its balance sheet. The transaction
converted a secured promissory note in the original principal
amount of $125,000, plus accrued interest, to common stock.

"We are pleased with our progress in reducing the liabilities on
the balance sheet," said President & Chief Executive Officer Judy
M. Robinett. "We will continue to reduce our leverage, streamline
our capital structure, and advance MDI-P through preclinical
development toward an IND."

Formed in 1991, Medical Discoveries, Inc. is a publicly traded
(OTC Bulletin Board: MLSC) development-stage biopharmaceutical
research company (as defined in SFAS No.7) engaged in the
research, development and validation of its patented anti-
infective technology. MDI's electrolyzed solution of free radicals
represents a novel approach to treating its initial target
indication, HIV.

                          *   *   *

In its Form 10-KSB For the fiscal period ended December 31, 2003
filed with the Securities and Exchange Commission, Medical
Discoveries, Inc. states:

"As of December 31, 2003, we had a consolidated accumulated
deficit of $15,390,319. We have not generated any significant
revenues to date. We expect to continue to incur substantial net
operating losses over the next several years. We may not be able
to generate sufficient revenues to become profitable and do not
expect to generate any revenues for several years. We struggle
with operating and liquidity issues due to our negative cash flows
from operations and we have had difficulty in the past with
raising capital. As a result of these and other factors, our
independent auditors, Balukoff Lindstrom & Co, P.A., have
expressed substantial doubt about our ability to continue as a
going concern."


METRO-GOLDWYN: Featured in Schaeffer's Street Chatter
-----------------------------------------------------
The recent "Street Chatter" from Schaeffer's Investment Research
focuses on Metro-Goldwyn-Mayer (NYSE:MGM).

"Street Chatter" is a report that analyzes newsworthy stocks that
are generating a lot of attention on Internet message boards and
is published on http://www.SchaeffersResearch.com/-- the home of
Bernie Schaeffer and Schaeffer's Investment Research.

                        Street Chatter

Film and television production company Metro-Goldwyn-Mayer
(NYSE:MGM) said that it plans to issue a one-time, $8-per-share
dividend payout to its shareholders. The gesture will cost MGM
approximately $1.88 billion, $1.4 billion of which will go back
into the hands of the firm's controlling shareholder, 86-year-old
Kirk Kerkorian. This dividend is toward the upper end of MGM's
previous projected range of a $6-to-$9 payout. The stock has risen
about three percent today to a new annual high on extremely heavy
volume. The stock, which has doubled over the past year amid a
solid uptrend, has now eclipsed its March 17 peak.

With the exception of nearly 11,000 open calls on the January 2006
17.5 LEAPS position, options players have failed to take a vested
interest in MGM shares. In the front three months' of options,
there are around 3,000 calls and fewer than 1,000 puts in
residence. In today's trading, however, more than 800 calls have
changed hands on the May 20 call, which was previously home to
just about 600 contracts.

Short sellers have also pulled away from the stock. There are now
just 1.8 million MGM shares sold short, the lowest reading since
February 2003. This amounts to a relatively light short-interest
ratio of 3.79, although further short-covering activity could
transpire.

Wall Street remains skeptical of MGM despite the equity's
impressive run-up. According to Zacks, only two of the 10 analysts
following MGM have named it a "buy." There are four "hold" ratings
and four "sell" ratings on the stock, paving the way for plenty of
upgrade potential, should the stock continue to outperform.

Click the following link to see the Weekly Chart of MGM Since
January 2003 With 10-Week and 20-Week Moving Averages:

      http://www.schaeffersresearch.com/wire?ID=9859

                 About Schaeffer's Investment Research

Schaeffer's Investment Research founded by Bernie Schaeffer in
1981, is a financial information and trading resources company. It
publishes Bernie Schaeffer's Option Advisor, the nation's leading
options subscription newsletter. The firm's contrarian approach
focuses on stocks with technical and fundamental trends that run
counter to investor expectations. The firm's website --
http://www.SchaeffersResearch.com-- is recognized as one of the
leading information sources for stock and options traders and was
cited as the top options website by both Forbes and Barron's.
Click here for more details about Schaeffer's trading methodology:
http://www.SchaeffersResearch.com/method


MICROCELL: Redeeming Outstanding Preferred Shares on May 1, 2004
----------------------------------------------------------------
Microcell Telecommunications Inc. (TSX: MT.A, MT.B) mailed a
notice of redemption to all holders of its First Preferred Voting
Shares, First Preferred Non-Voting Shares, Second Preferred Voting
Shares and Second Preferred Non-Voting Shares.

Further to the notice of redemption, on May 1, 2004, Microcell
will redeem all Preferred Shares that are outstanding as at 5:00
p.m. (Montreal time) on April 30, 2004. In accordance with
Microcell's restated articles of incorporation, the redemption
price has been set at C$16.39 per Preferred Share.  As of April
6, 2004 the closing prices on the Toronto Stock Exchange of the
Class A Restricted Voting Shares and Class B Non-Voting Shares
were C$25.00 and C$24.55 respectively.

The redemption is subject to, and will only occur if, further to
Microcell's prospectus dated March 24, 2004, Microcell's rights
offering and the subscriptions being made in connection therewith
by COM Canada LLC, a private holding company of Craig O McCaw,
are completed on or before April 30, 2004. Upon such conditions
being satisfied, Microcell will use a portion of the
approximately C$97 million to C$147 million in proceeds it will
receive in order to pay for the redemption of the Preferred
Shares. The balance of such proceeds will be kept by Microcell
and used to fund capital expenditures and for general corporate
purposes. Should the rights offering and the subscriptions to be
made by COM Canada LLC not be completed on or before April 30,
2004 (unless Microcell should extend such time limit), Microcell
shall not redeem its Preferred Shares and the notice of
redemption shall be void and of no effect.

To avoid the redemption of their Preferred Shares, holders may,
at any time prior to 5:00 p.m. (Montreal time) on April 30, 2004,
elect to convert their Preferred Shares into, as the case may be,
Class A Restricted Voting Shares or Class B Non-Voting Shares.
As of April 6, 2004 there were 1,963,393 First Preferred Shares
and 713,612 Second Preferred Shares issued and outstanding,
compared with 11,667,500 First Preferred Shares and 6,994,310
Second Preferred Shares issued and outstanding as of December 31,
2003.

Microcell's intention to redeem the Preferred Shares was
previously announced in its prospectus dated March 24, 2004.

Microcell Telecommunications Inc. is a major provider, through
its subsidiaries, of telecommunications services in Canada
dedicated solely to wireless. Microcell offers a wide range of
voice and high-speed data communications products and services to
over 1.2 million customers. Microcell operates a GSM network
across Canada and markets Personal Communications Services (PCS)
and General Packet Radio Service (GPRS) under the Fido(R) brand
name. Microcell has been a public company since October 15, 1997,
and is listed on the Toronto Stock Exchange.

                          *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'B-' senior secured debt ratings to the first
priority debt of Microcell Telecommunications Inc.'s proposed bank
facility. Standard & Poor's also assigned its 'B-' senior secured
debt rating to the C$50 million revolver and tranche A (C$200
million equivalent) portions of Microcell Solutions Inc.'s credit
facility and its 'CCC-' senior secured debt ratings to the tranche
B (C$200 million equivalent) portion of the facility. Proceeds
will be used to refinance Microcell's existing bank debt. At the
same time, the 'CCC+' long-term corporate credit ratings on
Microcell Solutions and its parent Microcell Telecommunications
were affirmed. Should the transaction close as planned, the new
ratings will be assigned and existing ratings on the current bank
facility will be withdrawn. The outlook is developing.


MIRANT: Pursuing Nod for New General Electric Service Agreements
----------------------------------------------------------------
Certain of the Mirant Corp. Debtors are currently parties to nine
active and four non-active long term service agreements -- the
Existing LTSAs -- and related "Umbrella Agreements" with General
Electric International, Inc. covering 25 7FA gas turbines, 19 of
which are operational, and three steam turbines, with respect to
seven Debtor-entity plants.  Integral to two of the Existing LTSAs
are Operations and Maintenance Agreements.

In general, the term of an LTSA or O&M Agreement is based on
plant usage as opposed to a fixed time frame.  The Debtors have
estimated the remaining terms of the Existing Agreements
temporally to range from approximately 12 to 30 years with a
total aggregate cost to the Debtors over the remaining life of
the agreements to be approximately $900,000,000.

As part of their ongoing review of executory contracts, the
Debtors initiated a detailed review of the Existing Agreements.
The Debtors considered the benefits to be derived and the burdens
to be incurred by continuing the Existing Agreements without
alteration.  The Debtors also carefully considered their options
if they were otherwise to determine to reject outright the
Existing Agreements, as the services provided under the
agreements would need to be replaced immediately from an
alternative source.

Initially, the Debtors' analysis of the Existing Agreements
revealed opportunities for cost reductions and significant
changes to other less than favorable terms of the Existing
Agreements.  The Existing Agreements contain certain terms, which
the Debtors have determined should be changed, including:

   * Lack of uniformity among the various agreements;

   * Lack of an option to renegotiate pricing and potentially
     terminate six of the nine active Exiting LTSAs before the
     end of the contract term; and

   * Inconsistency among terms governing unplanned maintenance
     coverage for forced outages, which results in some sites
     carrying more risk than others.

Furthermore, the Existing Agreements do not allow for any price
reductions on account of technology improvements and increased
reliability of parts, which has reduced the scope of work
for GE, with no concomitant reduction in contract price.  In
addition, current pricing is based on general inflation rather
than current market prices for parts and services.  Accordingly,
the Debtors determined that a rejection of the Existing
Agreements would likely be beneficial provided that they were
able to replace the current LTSA and O&M services from an
alternative source with improved pricing and other terms.

The Debtors explored three strategic rejection scenarios:

   (a) self-performing the maintenance of the turbines and
       associated equipment at the Plants;

   (b) acquiring services from an alternative LTSA and O&M
       provider; and

   (c) maintaining an LTSA and O&M relationship with GE on terms
       more consistent with the Debtors' overall strategic
       objectives.

After extensive investigation, analysis, and consultation with
their advisors, the Debtors determined that while it is possible
for them to self-maintain the turbines at the Plants, the
incremental cost of doing so is greater than the costs associated
with outsourcing the LTSA and O&M requirements.  The Debtors also
determined that, given that GE is the original manufacturer of
the gas turbines and associated equipment, GE, as opposed to an
alternative service provider, is in the best position to continue
to maintain the Plants consistent with GE's published standards.
The Debtors also determined that an alternative LTSA and O&M
service provider would not offer economic terms substantially
different than those that could be obtained from GE.  As a
result, the Debtors determined that entering into a new
relationship with GE offered the best alternative, provided that
terms acceptable and favorable to the Debtors could be agreed
upon.

                   The Negotiation with GE

The Debtors initiated discussion with GE in September 2003.
After months of negotiation, Ian T. Peck, Esq., at Haynes and
Boone LLP, in Dallas, Texas, reports that the Debtors reached an
agreement with GE regarding the consensual rejection of the
Existing Agreements concurrently with the consummation of
replacement LTSAs and related Umbrella Agreement and replacement
O&M Agreements and their related Umbrella Agreement.

GE has agreed to consent to the rejection of the Existing
Agreements and, subject to certain limited exceptions, to waive
any and all claims that GE may have resulting therefrom in
exchange for the relevant Debtors' agreement to enter into the
New Agreements, which includes a transaction fee of $3,900,000 in
the aggregate to be paid in installments.  The New Agreements
include more favorable terms including reduced pricing and
increased flexibility to modify terms based on market conditions.
Furthermore, although the New Agreements will not become
effective until all conditions precedent are satisfied, GE has
agreed to provide the benefit of the new pricing terms
retroactively to January 1, 2004.  The Debtors estimate that the
pricing structure under the New Agreements will result in a net
savings of millions of dollars over the life of these agreements.
In 2004 alone, the savings will be approximately $15,000,000.

On January 28, 2004, the Debtors made a detailed presentation to
representatives of each of the Committees regarding the terms of
their agreement with GE.  The Debtors' overall agreement with GE
has been memorialized in the Mutual Settlement and Release
Agreement, New LTSA Umbrella Agreement and New O&M Umbrella
Agreement, and were executed on March 12, 2004, subject to and
conditioned upon the Court's approval.

Accordingly, the Debtors ask the Court to:

   (a) authorize them to reject the Existing Agreements;

   (b) approve the Release Agreement, including the payment
       of a $3,900,000 transaction fee;

   (c) approve the terms and conditions of (i) the New LTSA
       Umbrella Agreement, and (ii) the form of New LTSAs;

   (d) approve the terms and conditions of (i) the New O&M
       Umbrella Agreement, and (ii) the form of New O&M
       Agreement; and

   (e) authorize them to enter into the New Agreements.

Mr. Peck argues that the contemplated transactions should be
allowed because:

   -- rejecting the Existing Agreements will save the Debtors
      millions of dollars over the long terms of the contracts;

   -- the New Agreements are substantially more consistent with
      the Debtors' long-term strategic goals;

   -- the New Agreements will permit the Debtors to further
      streamline their administrative obligations resulting in
      further overhead reductions; and

   -- the Transaction Fee would be much lower than if, without
      the compromise, GE will assert a consolidated rejection
      damage claim.

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


NATIONSRENT INC: Creditor Trustee Wants Various Claims Nixed
------------------------------------------------------------
Perry Mandarino, the Creditor Trustee, found 29 claims that are
duplicative with other claims filed in the Chapter 11 cases of
NationsRent Inc. and its debtor-affiliates:

                          Duplicate   Remaining
Claimant                    Claim      Claim       Claim Amount
--------                  ---------   ---------    ------------
Alabama State Treasury         1293     1295       unliquidated
                               1294     1295       unliquidated
                               1306     1295       unliquidated
                          1308-1314     1295       unliquidated

The CIT Group             2507-2511     2426        $11,672,597

The Cleaning Company           1032      254              3,560

General Electric Capital       2893     2892         11,069,480
                          3226-3234     2892         11,069,480

Kentucky Unclaimed             1997     1998       unliquidated

Oliveri, Sonya                 2065     2064          2,000,000

Taft Corner LLC                2940     2939          2,323,139

Accordingly, the Creditor Trustee asks the Court to disallow and
expunge the Duplicate Claims.

                     Rejection Damage Claims

The Creditor Trustee also discovered nine Rejection Damage Claims
that are not substantiated pursuant to Sections 365 and 502 of
the Bankruptcy Code:

Claimant                               Claim No.   Claim Amount
--------                               ---------   ------------
Bruce-Shaw Group, LLC                    3276         $113,799
Lloyd Wells Gift Trust                   3318          225,073
Lloyd Wells Gift Trust                   3378           89,917
Mason, Raymond Jr.                       2756           99,151
Petty, Kenneth D.                        3372          318,361
South Florida Stadium Corp.              2764          441,000
Sandra and Gary Brown                    3219          100,000
Taft Corner, LLC                         2939        2,323,139
Taft Corner, LLC                         2940        2,323,139

Ashley B. Stitzer, Esq., at The Bayard Firm, in Wilmington,
Delaware, relates that the Rejection Damage Claims either:

   -- have been or should have been paid by virtue of assumption
      or assignment under the Plan;

   -- do not comply with Section 502(b)(6) of the Bankruptcy
      Code;

   -- failed to mitigate or failed to account for the effects of
      mitigation;

   -- are overstated; or

   -- failed to provide sufficient supporting documentation;

Therefore, the Creditor Trustee asks the Court to disallow and
expunge each of the Rejection Damage Claims.

                        Unliquidated Claims

In addition, the Creditor Trustee found 68 Unliquidated Claims,
which failed to establish the liability of the Debtors.
Therefore, Ms. Stitzer concludes, the Unliquidated Claims are
improperly asserted.  Thus, the Creditor Trustee asks Judge Walsh
to expunge and disallow the Unliquidated Claims.

                          *     *     *

With due notice, the Creditor Trustee withdraws the objection to
14 claims:

                                                    Nature of
Claimant                               Claim No.    Objection
--------                               ---------    ----------
Allen County Treasurer                      1346   unliquidated
Crosby Municipal Utility District           3216   unliquidated
General Electric Capital Corp.              2893      duplicate
                                       3226-3234      duplicate
New Holland Credit Company                  3553   unliquidated
                                            3554   unliquidated
(NationsRent Bankruptcy News, Issue No. 46; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


OWENS CORNING: Insurers Push for Rule 2004 Document Production
--------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, Affiliated FM Insurance Company, Allianz Insurance
Company, Allianz Underwriters Insurance Company, and AXA-Belgium
ask the Court to require the Owens Corning Debtors to produce
certain documents pertaining to the estimation of Asbestos
Personal Injury Claims described in a letter by the Debtors'
counsel dated December 11, 2003.

Frederick B. Rosner, Esq., at Jaspan Schlesinger Hoffman LLP, in
Wilmington, Delaware, relates that the documents have been or are
being produced to the other constituencies.  The Debtors
themselves assert in the Letter that the documents are relevant
to the Estimation.  Moreover, the documents are not burdensome to
produce.  They are indexed and all are or will be in electronic
form for production.  The Insurers are willing to enter into a
confidentiality agreement with the Debtors, and have even agreed
with the Debtors' counsel on the form of the agreement.  However,
the Debtors are not willing to produce the Documents.

Mr. Rosner notes that the Insurers issued one or more excess
policies to Owens Corning.  All are parties to settlement
agreements with Owens Corning in the 1990s under which they paid
Owens Corning millions of dollars.  The Insurers are also
defendants in a lawsuit commenced postpetition by Owens Corning,
seeking additional coverage for alleged non-products Asbestos
Personal Injury Claims.

As a condition to confirmation, the Debtors' Fourth Amended Joint
Plan of Reorganization seeks a finding of the value of OC
Asbestos Personal Injury Claims and FB Asbestos Personal Injury
Claims "as determined by the Bankruptcy Court and the District
Court shall be an amount not less than $16 billion. . . ."

At the December 1, 2003 omnibus hearing, the Court ordered the
Debtors to set up a process to facilitate an Estimation hearing,
and advised that the Insurers should participate in the process.
In compliance with the Court's direction, the Debtors provided
the Insurers with a copy of a December 11, 2003 letter from their
counsel, Charles O. Mark, II, to Steven M. Case, the Official
Committee of Unsecured Creditors' counsel.  The Letter states
that Debtors have "identified 1,410 documents, totaling 7,479
pages, that may be relevant to asbestos valuation and were
previously produced electronically and in hard-copy form. . . ."
These documents presently are in a New York document depository.
The Letter also notes that certain electronic databases had been
made available to estimation experts of certain creditor
constituencies and that Debtors have "identified an additional
five boxes of documents, totaling 13,000 pages, which pertain to
asbestos valuation" that had been "previously produced to certain
creditor constituencies and their estimation experts. . . ."

The Insurers participated in a meeting in New York on February 4,
2004, together with the Debtors and other parties-in-interest
including the Commercial Committee, to discuss the Estimation
process.  However, Mr. Rosner informs Judge Fitzgerald that Owens
Corning is not willing to produce the documents and databases
described in the December 11, 2003 Letter to the Insurers, and
are not prepared to permit the Insurers to execute
confidentiality agreements which are a prerequisite to inspection
of the documents and electronic databases.

The Insurers consulted in good faith with the Debtors under Local
Rule 2004-1 regarding the documents.  As part of that discussion,
the Insurers' counsel, the Debtors' counsel and the Official
Committee of Asbestos Claimants' counsel have discussed the
possibility of an order that would make clear that the Estimation
would have no impact on the Insurers or the pending coverage
action.  No agreement has yet been reached, although the Insurers
are hopeful of a consensual resolution before April 26, 2004.

The Insurers want the Debtors to:

   (1) produce and deliver to them, by electronic means or hard
       copy, each document or item described in the December 11,
       2003 Letter, at the offices of Sonnenschein Nath &
       Rosenthal LLP, 8000 Sears Tower, Chicago, Illinois 60606;
       and

   (2) make the originals available by mutual arrangement.

                 Other Parties Join the Request

Other Owens Corning Insurers support the request:

   * AIG Annuity Insurance Company,
   * Birmingham Fire Insurance Company of Pennsylvania,
   * Granite State Insurance Company,
   * Landmark Insurance Company,
   * Lexington Insurance Company,
   * National Union Fire Insurance Company of Pittsburgh, PA,
   * Royal Indemnity Company,
   * Mt. McKinley Insurance Company, and
   * Century Indemnity Company

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: Parmalat Nicaragua Secures $5.4 Million Financing
-----------------------------------------------------------------
Parmalat Nicaragua staved off what could have been a potential
liquidation of assets after a regional financial services company
agreed to lend $5.4 million, News Italia Press reports.  Latin
American Financial Services supplied Parmalat Nicaragua with the
needed funds to pay off debts and keep creditors from selling its
assets.

The financing was extended by Nicaragua's Bancentro Bank, which
is owned by Lafise, and guaranteed by the Parmalat unit's assets.
The credit would give Lafise a 49% stake in Parmalat Nicaragua.
The Parmalat Group, however, will keep administrative control
over the unit.

The financing was reached hours before two creditor banks began
to auction off the Parmalat unit's plant, industrial machinery
and 112 company vehicles.  Parmalat Nicaragua owes Tower Bank, a
Panamanian bank, and Nicaragua's Banco de America Central $5
million.  The creditor banks earlier refused Parmalat Nicaragua's
offer to swap the debt for equity.

Parmalat Nicaragua operated since 1997.  The unit takes delivery
of between 180,000 and 200,000 liters of milk a day and has
annual sales of $40 million.  The unit's total assets are
estimated at $53 million.

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)


P.D.C. INNOVATIVE: Now a Wholly Owned Subsidiary of Ragin' Ribs
---------------------------------------------------------------
On February 13, 2004, P.D.C. Innovative Industries, Inc. entered
into a Plan of Reorganization and Merger Agreement with P.D.C.
Acquisition Corp., a wholly owned subsidiary of the Company,
Ragin' Ribs, Inc. (RRI) and its wholly owned subsidiary Ragin'
Ribs Franchise Corp.

Pursuant to the terms of the Merger Agreement, the following
occurred as of February 16, 2004, the date articles of merger were
filed with the Florida Secretary of State:

        (i) Company Sub merged with and into RRI, which became a
            wholly-owned subsidiary of the Company;

       (ii) the established offices and facilities of RRI became
            the established offices and facilities of the
            Surviving Corporation and the Company;

      (iii) each outstanding share of RRI common stock was
            converted into one share of Company Stock, and each
            outstanding share of RRI Class A Preferred Stock was
            converted into one share of Company Class A Preferred
            Stock;

       (iv) any shares of RRI common stock and RRI Class A
            Preferred Stock held in the treasury of RRI
            immediately prior to the effective time of the merger
            were automatically canceled and extinguished without
            any conversion thereof and no payment of any type was
            or shall be made with respect thereto;

        (v) each share of Company Sub common stock issued and
            outstanding immediately prior to the effective time of
            the merger was converted into one share of common
            stock of the Surviving Corporation; and

       (vi) each warrant to purchase shares of RRI common stock
            became exercisable for one share of Company Stock for
            each one share of RRI Stock to which each such warrant
            related, without any adjustment in the exercise price
            per share or any other terms and conditions thereof.

As a direct result of the merger, the former shareholders of RRI
owned approximately 87% of the issued and outstanding shares of
common stock of the Company (including 225,000 shares of the
Company's common stock underlying warrants, but excluding shares
of the Company's common stock which may be acquired upon
conversion of 36,301 shares of the Company's Class A Preferred
Stock as follows: six months after their acquisition of the
Company's Class A Preferred Stock, holders thereof can convert, at
their option, to common stock of the Company based on a 50%
discount to the 30 day average closing price immediately prior to
the conversion date).

The following table represents the shares of the Company's common
stock issued and outstanding immediately post-merger (excluding
205,000 shares of the Company's common stock underlying presently
exercisable warrants at $.10 per share through November 30, 2006,
20,000 shares of the Company's common stock underlying presently
exercisable warrants at $.50 per share through August 31, 2006 and
shares of common stock underlying the Company's Class A Preferred
Stock); see discussion above:

Pre-merger Shareholders of the Company                6,291,794
Former Shareholders of RRI                           43,941,800

In connection with the merger, the officers and directors of RRI
have become the officers, in their same prior capacities, and
directors of the Company, the Bylaws as presently adopted will
continue as the bylaws of the Company and the officers and
directors of the Company pre-merger have resigned.

Immediately following the effective date of the merger,
February 16, 2004, the Company had 50,233,594 shares of common
stock issued and outstanding.

The company's September 30, 2003, balance sheet reports a  total
stockholders' deficiency of $1,348,264.


PROGRESSIVE PROCESS: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Progressive Processing, Inc.
        856 Garden Street
        Elyria, Ohio 44035

Bankruptcy Case No.: 04-13745

Type of Business: The Debtor is a precision processor of steel
                  bar stock.

Chapter 11 Petition Date: March 28, 2004

Court: Northern District of Ohio (Cleveland)

Judge: Arthur I. Harris

Debtor's Counsel: Frederic P. Schwieg, Esq.
                  2705 Gibson Drive
                  Rocky River, OH 44116-3008
                  Tel: 440-331-3581

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Estate of Calvin J.           Close Corporation         $992,299
Richardson                    Stock Purchase
C/O Thomas Smith              Agreement @ $25,000
260 Burns Road Suite 150      per share
Elyria, OH 44036

Estate of James B. Lawson     Close Corporation         $741,750
C/O Barbara Filarski          Stock Purchase
5231 Phillip Street           Agreement @ $25,000
Maple Hts., OH 44137          per share

PPI Defined Benefit Pension   Accrued Minimum           $393,396
Plan                          Pension Liability in
457 Broadway                  excess of the
Lorain, OH 44052              Current Balance due
                              11/15/03

US DOL - Occup. Health &      Penalty Contingent        $288,250
Safety Admin.
Ohio Building
420 Madison Avenue Suite 600
Toledo, OH 43604

Daniel J. Talarek             Accrued Personal          $281,901
Lorain County Treasurer       Property Taxes
226 Middle Avenue
Elyria, OH 44035

Edward J. Lewis               New Note                  $165,000

EMH Regional Medical Center   Heller unpaid claims      $155,197
                              - enforceable
                              against employees

Ohio Bureau of Worker's       Accrued Worker's          $130,648
Compensation                  Comp.

Treasurer State of Ohio       Sales Tax                  $87,356

Ohio Edison                   Electric Service           $83,314

Robert Odle                   Promissory Note            $75,822

Magnetic Analysis Company     Testing Equipment          $74,631
                              Lease

Medical Mutual of Ohio        Medical Claims             $67,018
                              under Self Insurance

National City Leasing -       Buy-out of a capital       $58,000
Capital Lease                 lease

Maxus Leasing Group Inc.      Personal Property          $58,000
                              Taxes Buy out
                              Equipment Lease

Interstate Gas Supply         Gas Supplier               $53,132

Oak Capital Group, LLC        Consulting                 $50,000

Newmarket Partners            Consulting Agreement       $43,073

Ademco-Capital Lease          Capital Lease              $26,656
                              Security Cameras

Stand Energy Corp.            Gas Supply C0ntract        $26,310


RIGGS NATIONAL: S&P Revises Outlook on BB Rating to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the 'BB'
counterparty credit rating of Washington D.C.-based Riggs National
Corp and the 'BBB-/A-3' counterparty credit ratings of Riggs'
commercial banking subsidiary, Riggs Bank N.A., to negative from
stable.

"The rating action reflects increasing regulatory pressures
centered on violations of the Bank Secrecy Act and the impact the
fallout of the situation could have on the core banking
franchise," said Standard & Poor's credit analyst Michael
Driscoll.

The investigation by the OCC, which was disclosed by Riggs in an
SEC filing on March 15, 2003, is expected to lead to Riggs being
classified as a "troubled institution." Both bank regulators and
law enforcement officials are scrutinizing Riggs' business
operations and/or business transactions.

"Riggs' probability of a rating downgrade will be determined by
the outcome of the OCC investigation and its impact on the banking
franchise," added Mr. Driscoll. "Standard & Poor's will continue
to monitor the situation."


ROGERS COMMS: Files Prelim. Shelf Prospectus to Commence Offerings
------------------------------------------------------------------
Rogers Communications Inc. announced the filing of a preliminary
short form shelf prospectus with the securities regulatory
authorities in all the provinces of Canada. Following completion
of the review of the preliminary shelf prospectus by the Canadian
securities regulatory authorities, the Company intends to file a
final short form shelf prospectus with the Canadian securities
regulatory authorities in all the provinces of Canada and with the
United States Securities and Exchange Commission pursuant to the
multijurisdictional disclosure system.

Upon the filing of the final shelf prospectus and for a period of
25 months thereafter, the Company will be able to offer up to an
aggregate of US$750 million of Class B Non-Voting shares,
preferred shares, debt securities, warrants, share purchase
contracts, units or any combination of these securities at anytime
and from time to time in Canada and in the United States. The
nature, size and timing of any financings under the final shelf
prospectus, if any, will be dependent upon, among other things,
the Company's assessment of its requirements for funding and
general market conditions. The specific terms and use of proceeds
of any securities that the Company may issue pursuant to the final
prospectus will be provided in a supplement (or supplements) to
the final prospectus at the time of any offering(s). The final
shelf prospectus will provide the Company with additional
financial flexibility and the ability to quickly access the
capital markets to take advantage of market opportunities.

A registration statement containing the final shelf prospectus
will be filed with the United States Securities and Exchange
Commission. The Securities may not be sold nor may offers to buy
be accepted prior to the time the registration statement is filed
and becomes effective.

Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) .
(S&P, BB+ L-T Corporate Credit Rating, Negative) is a broadly
diversified Canadian communications company engaged in cable
television, high-speed Internet access and video retailing through
Rogers Cable Inc.; cellular, digital PCS, and wireless data
communications and messaging through Rogers Wireless
Communications Inc., and in radio and television broadcasting,
televised shopping, publishing and new media businesses through
Rogers Media Inc.

Additional information on Rogers is available at
http://www.rogers.com/


RSJ REALTY INC: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: RSJ Realty Inc.
        3735 Legion Road
        Hope Mills, North Carolina 28348

Bankruptcy Case No.: 04-02346

Type of Business: Real Property.

Chapter 11 Petition Date: March 23, 2004

Court: Eastern District of North Carolina (Fayetteville)

Judge: A. Thomas Small

Debtor's Counsel: Ocie F. Murray, Esq.
                  Murray, Craven, Inman & McCauley
                  PO Drawer 53007
                  Fayetteville, NC 28305-3007
                  Tel: 910-483-4990

Estimated Assets: $0 to $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 3 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
J. Stacy Hair                            $1,261,922
c/o Harold Downing
219 Dick Street
Fayetteville, NC 28302

Litchfield Financial                     $1,200,000
Attn: Managing Agent
530 Main Street
Williamstown, MA 01267

First National Acceptance Co.              $750,000
Attn: Managing Agent
241 East Saginaw Hwy Ste 400
East Lansing, MI 48823


SK GLOBAL: Has Until June 21, 2004 to Make Lease Decisions
----------------------------------------------------------
SK Global America Inc. and its debtor-affiliates sought and
obtained Court approval to extend the time within which they may
assume or reject its remaining Leases to June 21, 2004.  The
extension will be without prejudice to the rights of each of the
lessors under the Leases to seek, for cause shown, an earlier date
upon which the Debtor must assume or reject a specific Lease. (SK
Global Bankruptcy News, Issue No. 14; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


STOLT OFFSHORE: Reschedules First Quarter Results to April 23
-------------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO)
announced the rescheduling of its first quarter 2004 results to
Friday April 23, 2004 in place of Tuesday April 13, 2004 as
previously announced.

Preparation for the Subsequent Issue of shares, closing of the
audit on the 2003 accounts following group-wide restructuring and
management of issues associated with transition from majority
control have placed an extraordinary burden on management time. In
view of this, the Company has decided that it is appropriate to
provide further time for preparation of the presentation of Q1
results.

A conference call will be held to discuss the earnings and review
business operations on Friday April 23, 2004 at 3.00pm BST (10am
EDT).

    Participating in the conference call will be:
     - Tom Ehret - Chief Executive Officer
     - Stuart Jackson - Chief Financial Officer

Stolt Offshore is a leading offshore contractor to the oil and gas
industry, specialising in technologically sophisticated deepwater
engineering, flowline and pipeline lay, construction, inspection
and maintenance services. The Company operates in Europe, the
Middle East, West Africa, Asia Pacific, and the Americas.

                           *    *    *

As reported in Troubled Company Reporter's January 2, 2004
edition, Stolt Offshore S.A. obtained an extension from
December 15, 2003 until April 30, 2004 of the waiver of banking
covenants.

Stolt Offshore continues discussions with its lenders towards a
long-term agreement.


STOLT OFFSHORE: Wins $120 Million Contracts in the North Sea
------------------------------------------------------------
Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO),
announced that it had received contract awards and Letters of
Intent totaling approximately $120 million from various customers
operating in the North Sea.

In the UK sector of the North Sea, BP has awarded Stolt Offshore
two contracts totaling $12.4 million for construction and
installation of the gas import/export system for Clair Phase 1 and
the tie-in of the Clair oil export and gas import/export pipeline
systems. BP has also awarded Stolt Offshore a contract, valued at
approximately $19.3 million, for the design and construction of an
18-inch hot-tap into the 36-inch BP Forties Pipeline System.

Stolt Offshore has been issued with a Letter of Intent for the
engineering, procurement, installation and commissioning of a 29km
12-inch pipeline system, in the Southern sector of the North Sea.
This work is valued at approximately $31.4 million. A Letter of
Intent has also been received from Paladin for the installation of
a new 10-inch, 8.5km water injection line between the Montrose and
Arbroath platforms in the UKCS. This work is valued at $9.3
million.

The German oil company Wintershall Noordzee BV has awarded Stolt
Offshore a $12.5 million contract for the installation of the 8-
inch, 13.5km pipeline and a services umbilical between the Q5-A
subsea completion and the platform at Q8-B in the Dutch sector of
the North Sea.

In the Norwegian sector of the North Sea, Stolt Offshore has been
awarded an $11.5 million contract from Statoil for installation
work on the Aasgard field, and a Letter of Intent for the design,
fabrication and installation of a 16-inch gas riser system at the
Visund platform, a project valued at $8.3 million.

In addition, Conoco Phillips has contracted the EPIC Joint Venture
(a Joint Venture between Stolt Offshore and Subsea 7) for subsea
construction work associated with the Ekofisk Area Growth and 2/4
A Pipeline Replacement projects. Stolt Offshore's share of this
contract will be approximately $15.5 million.

Oeyvind Mikaelsen, Vice President, Northern Europe and Canada
Region of Stolt Offshore, said, "These six contract awards and
three Letters of Intent confirm our leading position in the North
Sea where we continue our successful delivery of technically
demanding, subsea construction projects. Despite its maturity, the
North Sea remains a resilient and valuable market for Stolt
Offshore."

Stolt Offshore is a leading offshore contractor to the oil and gas
industry, specialising in technologically sophisticated deepwater
engineering, flowline and pipeline lay, construction, inspection
and maintenance services. The Company operates in Europe, the
Middle East, West Africa, Asia Pacific, and the Americas

                       *    *    *

As reported in Troubled Company Reporter's January 2, 2004
edition, Stolt Offshore S.A. obtained an extension from
December 15, 2003 until April 30, 2004 of the waiver of banking
covenants.

Stolt Offshore continues discussions with its lenders towards a
long-term agreement.


STRUCTURED FINANCE: Fitch Hacks 3 Ratings to Low-B/Junk Levels
--------------------------------------------------------------
Fitch Ratings downgrades three classes of notes and affirms one
class of notes issued by SFA Collateralized Asset-Backed
Securities I Trust. The following rating actions are effective
immediately:

  --$145,564,367 Class A Notes downgraded to 'BB' from 'AA+';
  --$14,000,000 Class B-1 Notes downgraded to 'CC' from 'B-';
  --$8,500,000 Class B-2 Notes downgraded to 'CC' from 'B-';
  --$18,611,388 Class C Notes affirmed at 'C'.

The ratings of the class A notes and the class B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the aggregate
outstanding amount of principal by the maturity date. The rating
of the class C notes addresses the likelihood that investors will
receive ultimate interest payments, as per the governing
documents, as well as the aggregate outstanding amount of
principal by the maturity date.

CABS I is a collateralized debt obligation (CDO) managed by
Structured Finance Advisors ('SFA') which closed June 22, 2000.
CABS I is composed of a portfolio of asset-backed securities,
residential mortgage-backed securities and commercial mortgage-
backed securities. Included in this review, Fitch Ratings
discussed the current state of the portfolio with the asset
manager and its portfolio management strategy going forward. In
addition, Fitch Ratings conducted cash flow modeling utilizing
various default timing and interest rate scenarios.

Since the last rating action on July 14, 2003, the collateral has
continued to deteriorate. The weighted average rating factor has
increased from 29.3 ('BBB-'/'BB+') to 42.1 ('BB+'/'BB'). The class
A overcollateralization ratio decreased from 118.41% to 112.58%,
the class B overcollateralization ratio decreased from 109.5% to
97.54% and the class C overcollateralization ratio decreased from
96.97% to 87.81% as of the most recent trustee report dated March
15, 2004. Defaulted assets, as per the governing documents,
represented 7.98% of the $183,815,819 of total collateral and
eligible investments. In addition, the collateral pool also
contains a large number of assets whereby default is probable
although not classified as defaulted securities. These assets have
exposure to troubled sectors such as mutual fund fees,
manufactured housing, aircraft leases and franchise loans.

CABS I entered into an event of default on the March 15, 2004
payment date when the transaction failed to maintain a 100% class
B overcollateralization level. The governing documents provide a
remedy to replace the collateral manager. However, a recent vote
of the noteholders failed to trigger this remedy.

Fitch conducted cash flow modeling utilizing various default
timing and interest rate scenarios to measure the breakeven
default rates going forward relative to the minimum cumulative
default rates required for the rated liabilities. (For more
information on the Fitch Vector Model, see 'Global Rating Criteria
for Collateralised Debt Obligations,' dated Aug. 1, 2003,
available on Fitch's web site at 'www.fitchratings.com'.) As a
result of this analysis, Fitch has determined that the current
ratings assigned to the class A and B notes no longer reflect the
current risk to noteholders.


TELCOVE: Emerges from Chapter 11 Bankruptcy as Private Company
--------------------------------------------------------------
TelCove, a leading provider of business critical
telecommunications services to enterprise customers and carriers,
has successfully emerged from Chapter 11 pursuant to the plan of
reorganization confirmed by the U.S. Bankruptcy Court in December
of 2003.

"TelCove is emerging as a revitalized company with an extremely
bright future," said Bob Guth, President and CEO of TelCove. "This
achievement is attributable to the loyalty and patience of our
customers, the professionalism and dedication of our employees,
and the commitment and drive of our creditor groups."

TelCove also stated it will operate as a privately held company,
majority owned by Bay Harbour Management, L.C.

"TelCove's network assets are clearly differentiated from those of
other CLECs, which was why we were initially attracted to the
company," said Kurt Cellar of Bay Harbour Management. "The value
and capabilities of those assets, coupled with TelCove's strong
financial condition upon emergence, gives us great confidence in
TelCove's long-term growth prospects."

                        About TelCove

Founded in 1991, TelCove is a leading provider of business
critical telecommunications services that offers enterprise
companies and carriers superior Internet, Data, and Voice
solutions via its reliable, secure and independently-owned
metropolitan and intercity fiber-optic network. Upon regulatory
approval of the previously announced New York and Virginia market
transfers, TelCove will operate in 50 markets in the eastern half
of the United States. Visit http://www.telcove.com/for more
information.


TENNECO AUTOMOTIVE: Intends to Build Engineering Center in China
----------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) plans to establish an engineering
center in China within the next 18 to 24 months.  The company
intends to invest several million U.S. dollars in the center,
which will add incremental engineering resources to better serve
Tenneco's growing customer base in China.  The location of the new
center has not yet been determined.

In addition to headquarters in Shanghai, the company's five joint
venture manufacturing operations in China supply ride and emission
control components and systems for original equipment
manufacturers including domestic producers and global customers
such as Volkswagen, General Motors, PSA, Ford, Nissan and
beginning in 2004, Audi and BMW.  The new center will provide
engineering resources for the company's ride control and emission
control businesses and will support aftermarket and OE customers.

"Establishing an engineering center in China is an important next
step in managing our growth in this dynamic market," said Mark P.
Frissora, chairman and CEO, Tenneco Automotive.  "One of Tenneco
Automotive's key growth strategies is to expand in new markets and
China represents a tremendous opportunity in this area.  We
anticipate a growth rate there of approximately 10 percent
annually over the next five to seven years."

Tenneco Automotive is in the process of surveying customers and
local government officials in finalizing implementation plans and
site selection. The company closely aligns its engineering and
technical centers with its customers' operations.  Currently,
Tenneco Automotive supports its global ride and emission control
operations with 12 engineering centers worldwide, operating under
one central management team.

"The decision to establish an engineering center in China reflects
the growth we anticipate in this market and shows our commitment
to our customers and partners," said Tim Donovan, executive vice
president and managing director, international group.  "We are
excited about the prospects of an in- country engineering center,
bringing our global capabilities directly to our customers in
China, and being able to deliver services at the speed that this
market demands."

Tenneco Automotive established its first joint venture in China in
1995 and is currently China's number one supplier of exhaust
systems to original equipment manufacturers, excluding pass-
through catalytic converters. Reflecting its strong growth in
China, the company recently announced two new joint ventures:

     * Chongqing Walker Exhaust System Co., Ltd. - a joint venture
       with China-based Chengdu Lingchuan Mechanical Plant to
       supply emission control products and systems to Changan
       Ford Co. Ltd.

     * Walker-Eberspacher Automotive Exhaust System Co., Ltd, -- a
       joint venture with Eberspacher International GmbH to
       manufacture and distribute emission control products and
       systems for BMW and Audi vehicles produced in China.

The company also has joint venture operations in Shanghai, Dalian
and Beijing as well as a just-in-time manufacturing facility in
Changchun. The company reported 51 percent year-over-year revenue
growth in China for 2003.

Tenneco Automotive (S&P, B Corporate Credit Rating, Stable
Outlook) is a $3.8 billion manufacturing company with headquarters
in Lake Forest, Illinois and approximately 19,200 employees
worldwide.  Tenneco Automotive is one of the world's largest
designers, manufacturers and marketers of emission control and
ride control products and systems for the automotive original
equipment market and the aftermarket. Tenneco Automotive markets
its products principally under the Monroe(R), Walker(R), Gillet(R)
and Clevite(R) Elastomer brand names.  Among its products are
Sensa-Trac(R) and Monroe Reflex(R) shocks and struts, Rancho(R)
shock absorbers, Walker(R) Quiet-Flow(R) mufflers, Dynomax(R)
performance exhaust products, and Clevite(R)Elastomer noise,
vibration and harshness control components.


UNIVERSAL BROADBAND: Inks $3M Dutchess Equity Line Credit Pact
--------------------------------------------------------------
On February 25, 2004, Universal Broadband Networks, Inc. entered
into an Equity Line of Credit Agreement with Dutchess Private
Equities Fund L.P., covering the sale of up to $3 million of the
Company's common stock over the next thirty six months. The stock
may be sold at the Company's discretion, at a discount to the
market price of the Company's shares at the time of sale.

                        *    *    *

In its latest Form FORM 10-QSB/A filing with the SEC, the company
reported that:

                LIQUIDITY AND CAPITAL RESOURCES

At  December  31,  2003,  the  Company  had limited working
capital and the Company  had  no  material unused sources of
liquid assets. Also at December 31, 2003,  the  Company had no
existing credit facility. As a result, the Company is delinquent
in certain general and administrative expenses and has a shortage
of cash  to  pay  its  pending  accounts  payable.

A  part of the Company's strategy is to seek external financing to
grow its commercial  business. Management is presently negotiating
with several qualified investment  sources  in  order  to  obtain
the  necessary financing required to implement its intended plan
of business. The Company's operating capital for the current
quarter was provided primarily through a loan from an unaffiliated
third party  and  accrual  of  officers'  salaries  and
consulting  fees.

While  the Company intends to generate working capital from its
product and related  services  in the future, we expect our
minimum capital needs during the current calendar year to be
approximately $3 Million. This amount will primarily be  used for
manufacturing, implementing a large scale network system,
marketing programs  and  for general working capital. However, the
Company may not be able to  obtain  this  required  financing, or
such financing may not be available on acceptable terms. Due to
the Company's historical operating losses, there can be no
assurance  that projected capital requirements will not
substantially exceed current  and  future  capital  resources.
This could result in a significant and material  adverse  effect
on  our  ability  to  continue  operating.

Additional  working  capital  needs  of the Company may require
issuance of equity securities, either on a public or private
basis. Such issuances would, if consummated,  affect the ongoing
capital structure of the Company and may result in  substantial
dilution to shareholders. If additional funds are raised through
the  issuance of equity, convertible debt, or similar securities
of the Company, the  percentage  of  ownership  of  the  Company's
current shareholders will be reduced,  and such new securities may
have rights or preferences senior to those of  the  common  stock
held be current shareholders. To this extent, the Company has
recently  entered  into  a preliminary agreement with an
unaffiliated third party  to  provide  up to $3 Million in an
equity line of credit. This agreement provides  the  Company with
a series of put options whereby the third party will purchase
shares  of the Company's common stock at a discount to the current
bid price.  In connection with this preliminary agreement, the
Company was obligated to  cover  legal  expenses  necessary  to
prepare final documents and has issued 12,500 shares in
consideration of said legal expenses This financing arrangement
is  expected  to  result  in substantial dilution. In the event
that alternative funding  sources  are  not available as and when
needed by the Company, and this current  equity  financing is not
fully realized, it could have a severe adverse impact  on  the
combined  business and results of operations of the Company and
could  result  in  the  Company  being  unable  to  continue as a
going concern. Management  is  continually  monitoring  and
evaluating  the  financing sources available  to  achieve  the
Company's  goals.

Due to the losses sustained by the Company and its lack of working
capital, the  Company's  ability  to  remain  a going concern
depends upon its ability to generate  sufficient  cash flow to
meet its obligations and to obtain additional financing  as  may
be  required.

As  of  December  31,  2003,  management  estimated that the
Company's cash resources  were  not enough to meet the Company's
estimated funding requirements for  the  remainder  of  the
current  fiscal  year  ending  March  31,  2004.


US AIRWAYS: Settles Two California Tax Board Claims
---------------------------------------------------
On August 19, 2002, the California Franchise Tax Board filed
Claim No. 4 asserting a Priority Tax Claim against U.S. Airways,
Inc., for $8,273,903.  On August 12, 2003, the CFTB filed Claim
No. 5781, asserting a Priority Tax Claim against U.S. Airways for
$13,931,537.  The CFTB asserted that Claim No. 5781 amended Claim
No. 4.

To settle the Claims, the Reorganized Debtors and the CFTB agree
that Claim No. 4 is reduced and allowed as a $3,000,000 Priority
Tax Claim against U.S. Airways and will be paid in cash.  Claim
No 5781 is withdrawn, disallowed and expunged. (US Airways
Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


WASHINGTON SQUARE: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Washington Square Enterprise
        6897 Wildwood Trail
        Mayfield Heights, Ohio 44143

Bankruptcy Case No.: 04-13318

Chapter 11 Petition Date: March 19, 2004

Court: Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Glenn E. Forbes, Esq.
                  166 Main Street
                  Painesville, OH 44077-3403
                  Tel: 440-357-6211

Total Assets: $1,804,000

Total Debts:  $1,564,873

Debtor's 6 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Michael Farinacci             Partnership Loan           $61,695

National City                                            $25,382

Dominion Gas                  Gas Bill                    $9,000

National City Bank                                        $8,096

Lake County Dept. of          Utility Bill                $3,700
Utilities

Illuminating Co.              Utility Bill                $1,000


VERIDIUM CORPORATION: Closes $2.5 Mil. Financing With Laurus Funds
------------------------------------------------------------------
Veridium Corporation (OTC Bulletin Board: VRDM), a premier
environmental services provider that uses its patented and
proprietary green technologies to recycle and mine commodities
from industrial hazardous wastes, announced its closing of a $2.5
million financing arrangement with Laurus Master Fund, Ltd., a New
York City based institutional equity fund that specializes in
making direct investments in growth-stage public companies.

Veridium was formed in September 2003 upon the completion of a
series of acquisitions and the consolidation of the former
Environmental Services Division of R.M. Jones & Co., Inc. (ESD),
Enviro-Safe, Corp. (ESC), KBF Pollution Management, Inc. (KPMI),
American Metals Recovery, Corp. ("AMRC"), New World Recycling,
Inc. (NWR), and Metal Recovery Transportation, Corp., (MRTC) with
Veridium Environmental Corporation ("VEC") and into Veridium in a
reverse merger transaction with Veridium's predecessor, KPMI.
Veridium and VEC completed a series of financings during 2003 to
provide the funding needed to initiate the recapitalization
process. In excess of $13.5 million of total financings were used
in 2003 for these purposes including more than $9.0 million and
$4.5 million in various forms of debt and equity, respectively.

The new financing consisted of $2.5 million revolving,
receivables-based convertible notes bearing interest at prime plus
5% subject to a floor of 9%, and detachable warrants to purchase
up to 1,100,000 shares of common stock at a premium to market. The
financing brings a conclusion to Veridium's recapitalization
process.

Veridium drew down $1.75 million of the proceeds of the Laurus
facility to repay $1.35 million in debt and to contribute to
working capital. An additional $0.5 million in debt was converted
into restricted common stock and another $1.5 million in debt was
converted into a form of restricted convertible preferred
debentures. Total liabilities and interest expenses were reduced
by more than 48% and 32%, respectively, as a net result of the
Laurus financing and Veridium's other recent financings.

"We are very pleased with the confidence that Laurus Funds has
shown in Veridium," said Kevin Kreisler, chairman and chief
executive officer of Veridium. "We have taken a great stride today
with the completion of our recapitalization process and we are now
positioned for significant growth. We are thankful to have had the
patience of support of our customers, vendors, employees,
shareholders and other stakeholders during this time and we look
forward repaying each with the growth of a strong and enduring
company. Our ambition is to build the nation's largest integrated
hazardous waste recycling company organically, acquisitively and
through the continued development and commercialization of
environmentally-friendly and cost-effective green technologies.
Laurus Funds presents us with precisely the sort of flexibility
and cost-effective institutional support that we can use to
achieve this, and we believe that they will continue to play a key
role in our growth."

                  About Veridium Corporation

Founded on the premise that environmentally superior results can
be cost-effective, Veridium is setting a new standard for
environmental service with its focus on the use of state-of-the-
art green technologies to recycle, reuse and mine commodities from
industrial hazardous wastes. Veridium's patented and proprietary
technologies allow it to offer a uniquely broad array of
competitively priced industrial hazardous waste recycling
services. Veridium's mission is to minimize and eliminate the need
for disposal and reduce the burden on natural resources by
recycling, reusing and mining all reusable resources from
industrial hazardous wastes in a safe, compliant and profitable
manner. Additional information on Veridium and its business model
is available online at http://www.veridium.com/

                           *     *     *

             Liquidity and Going Concern Uncertainty

In its latest Form 10-Q filed with the Securities and Exchange
Commission for the fiscal quarter ended September 30, 2003,
Veridium reported:

"The [Company's] consolidated financial statements and financial
information were prepared assuming that the Company will continue
as a going concern. However, the Company has incurred significant
operating losses and negative cash flows from operations in both
the current and prior fiscal years, primarily due to the spending
associated with the recently completed series of acquisitions and
aggressive sales growth. Also at September 30, 2003, the Company
has a working capital deficit of $7,258,608. The Company
anticipates the conversion of $2,114,439 of current liabilities
in the fourth quarter of 2003, which will reduce the working
capital deficit to $5,144,169.

"During the three months ended September 30, 2003, the Company
executed planned measures to enhance liquidity and support
consolidation expenses with nominal equity and term financing in
addition to the refinancing of the Company's existing credit
facility.  The Company expects to further refinance its existing
debt facilities and to convert pre-consolidation long-term debt
and other liabilities into equity in the fourth quarter of 2003.
Management believes that these initiatives, in conjunction with
improved operational results and the anticipated accretive impact
of the Company's recent acquisitions will resolve the Company's
liquidity and cash flow issues. However, there can be no
assurances that the Company will be successful in this regard or
will be able to obtain sufficient liquidity to operate and grow
the business. The [Company's] financial statements do not contain
any adjustments which may be required as a result of this
uncertainty."


VERIDIUM CORPORATION: FY 2003 Conference Call Moved to April 15
---------------------------------------------------------------
Veridium Corporation (OTC Bulletin Board: VRDM), a premier
environmental services provider that uses its patented and
proprietary green technologies to recycle and mine commodities
from industrial hazardous wastes, announced the rescheduling of
its conference call to discuss its Year End 2003 results of
operations to 10:00 a.m. EST on Thursday, April 15, 2004. The call
will be hosted by Kevin Kreisler, Veridium's Chairman and Chief
Executive Officer, and Jim Green, Veridium's President and Chief
Operational Officer. Interested parties can participate on the
call at 1-877-407-8031. The call will be available as a webcast on
http://www.vcall.com/where a replay of the call will be available
through July 15, 2004. The replay will also be available
telephonically until April 16, 2004, at 877-660-6853. Please use
the following passcodes to access the replay: account number 1628
and conference identification number 100307.

                  About Veridium Corporation

Founded on the premise that environmentally superior results can
be cost-effective, Veridium is setting a new standard for
environmental service with its focus on the use of state-of-the-
art green technologies to recycle, reuse and mine commodities from
industrial hazardous wastes. Veridium's patented and proprietary
technologies allow it to offer a uniquely broad array of
competitively priced industrial hazardous waste recycling
services. Veridium's mission is to minimize and eliminate the need
for disposal and reduce the burden on natural resources by
recycling, reusing and mining all reusable resources from
industrial hazardous wastes in a safe, compliant and profitable
manner. Additional information on Veridium and its business model
is available online at http://www.veridium.com/

                           *     *     *

             Liquidity and Going Concern Uncertainty

In its latest Form 10-Q filed with the Securities and Exchange
Commission for the fiscal quarter ended September 30, 2003,
Veridium reported:

"The [Company's] consolidated financial statements and financial
information were prepared assuming that the Company will continue
as a going concern. However, the Company has incurred significant
operating losses and negative cash flows from operations in both
the current and prior fiscal years, primarily due to the spending
associated with the recently completed series of acquisitions and
aggressive sales growth. Also at September 30, 2003, the Company
has a working capital deficit of $7,258,608. The Company
anticipates the conversion of $2,114,439 of current liabilities
in the fourth quarter of 2003, which will reduce the working
capital deficit to $5,144,169.

"During the three months ended September 30, 2003, the Company
executed planned measures to enhance liquidity and support
consolidation expenses with nominal equity and term financing in
addition to the refinancing of the Company's existing credit
facility.  The Company expects to further refinance its existing
debt facilities and to convert pre-consolidation long-term debt
and other liabilities into equity in the fourth quarter of 2003.
Management believes that these initiatives, in conjunction with
improved operational results and the anticipated accretive impact
of the Company's recent acquisitions will resolve the Company's
liquidity and cash flow issues. However, there can be no
assurances that the Company will be successful in this regard or
will be able to obtain sufficient liquidity to operate and grow
the business. The [Company's] financial statements do not contain
any adjustments which may be required as a result of this
uncertainty."


VISTEON CORPORATION: Ranks #5 in Zacks' Sell List
-------------------------------------------------
Zacks.com issued a Strong Sell (Rank #5) rating to Visteon
Corporation (NYSE:VC) stock.

Zacks.com from time to time releases details on a group of stocks
that are part of their exclusive list of Stocks to Sell Now.

Since inception in 1988 the S&P 500 has outperformed the Zacks #5
Ranked Strong Sells by 170.3% annually (12.1% vs. 4.5%
respectively). "While the rest of Wall Street continued to tout
stocks during the market declines of the last few years, we were
telling our customers which stocks to sell in order to save
themselves the misery of unrelenting losses," according to
Zacks.com.

To see the full Zacks #5 Ranked list of Stocks to Sell Now then
visit: http://at.zacks.com/?id=92

Here is a synopsis of why Visteon's stock has a Zacks Rank of 5
(Strong Sell) and should most likely be sold or avoided for the
next 1 to 3 months. Note that a #5/Strong Sell rating is applied
to 5% of all the stocks the company ranks:

Visteon Corporation (NYSE:VC) is a leading full-service supplier
that delivers consumer-driven technology solutions to automotive
manufacturers worldwide and through multiple channels within the
global automotive aftermarket. Visteon is scheduled to report its
next quarter results on April 22nd. In late January, the company
reported a fourth quarter loss of (85 cents) per share, excluding
items, which was steeper than the consensus at the time. Revenue
in the quarter came in at $4.5 billion, which was shy of the year-
ago total by $84 million. Several of analysts' more recent
revisions on the company have been to the downside, and its
earnings estimates for the year ending December 2004 remain below
levels from two months ago. But Visteon is looking forward to a
better performance in 2004 and beyond, as it completely several
actions during the course of 2003. The company said its agreements
with Ford and UAW, the exit of seating and other restructuring
activities, combined with new business revenue, puts the company
in a good potion to improve results going forward. The company
also increased its non-Ford revenue during the quarter. The future
may be brighter for Visteon, but in the present investors may want
to consider holding off on opening or deepening a position until
analysts get its earnings estimates back on the right track.

                  About the Zacks Rank

For over 15 years the Zacks Rank has proven that "Earnings
estimate revisions are the most powerful force impacting stock
prices." Since inception in 1988 the #1 Ranked stocks have
generated an average annual return of +33.7% compared to the
(a)S&P 500 return of only +12.1%. Plus this exclusive stock list
has generated total gains of +100.3% since January 2000 as the
market suffered its worst downturn in 60 years. Also note that the
Zacks Rank system has just as many Strong Sell recommendations
(Rank #5) as Strong Buy recommendations (Rank #1). And since 1988
the S&P 500 has outperformed the Zacks #5 Ranked Strong Sells by
170.3% annually (12.1% vs. 4.5% respectively). Thus, the Zacks
Rank system can truly be used to effectively manage the trading in
your portfolio.

For continuous coverage of Zacks #1 and #5 Ranked stocks, then get
your free subscription to "Profit from the Pros" e-mail newsletter
where we highlight stocks to buy and sell using our time tested
stock evaluation model. http://at.zacks.com/?id=94

The Zacks Rank, and all of its recommendations, is created by
Zacks & Co., member NASD. Zacks.com displays the Zacks Rank with
permission from Zacks & Co. on its web site for individual
investors.

                        About Zacks

Zacks.com is a property of Zacks Investment Research, Inc., which
was formed in 1978 to compile, analyze, and distribute investment
research to both institutional and individual investors. The
guiding principle behind our work is the belief that investment
experts, such as brokerage analysts and investment newsletter
writers, have superior knowledge about how to invest successfully.
Our goal is to unlock their profitable insights for our customers.
And there is no better way to enjoy this investment success, than
with a FREE subscription to "Profit from the Pros" weekly e-mail
newsletter. For your free newsletter, visit
http://at.zacks.com/?id=95

                     About Visteon

Visteon Corporation is a leading full-service supplier that
delivers consumer-driven technology solutions to automotive
manufacturers worldwide and through multiple channels within the
global automotive aftermarket.  Visteon has approximately 72,000
employees and a global delivery system of more than 200 technical,
manufacturing, sales, and service facilities located in 25
countries.

                         *   *   *

As reported in the Troubled Company Reporter's March 3, 2004
edition, Standard & Poor's Ratings Services assigned its 'BB+'
senior unsecured rating to Visteon Corp.'s proposed $400 million
senior unsecured notes due 2014. At the same time, Standard &
Poor's affirmed its 'BB+' corporate credit rating on the Dearborn,
Michigan-based company, which has total debt of about $2 billion,
including securitized accounts receivable and capitalized
operating leases. Proceeds from the new debt issue will be used to
refinance existing debt and for general corporate purposes. The
rating outlook is stable.

The proposed debt offering will reduce near-term debt maturities,
which currently total $350 million during 2004 and $538 million
during 2005.

"We expect Visteon to make gradual improvements to its competitive
position and financial profile, reaching a level consistent with
the ratings in the next few years," said Standard & Poor's credit
analyst Martin King. "Upside potential is limited by the company's
continued dependence on Ford Motor Co. and the cyclical and highly
competitive nature of the industry."


WARNACO INC: Names Michelle Garvey as Chief Information Officer
---------------------------------------------------------------
Warnaco Inc. announced the appointment of Michelle Garvey as Chief
Information Officer.  Ms. Garvey will have global responsibility
for planning and directing all aspects of Warnaco's Information
Systems.

Previously, Ms. Garvey served as Chief Information Officer with
Memberworks, a partnership marketing company.  She also held key
IT roles with Brooks Brothers, Ames Department Stores and Arthur
Anderson.   Michelle holds a BS in Civil Engineering as well as an
MBA in finance from Cornell University.

Lawrence Rutkowski, Warnaco's Chief Financial Officer, commented,
"Michelle possesses the necessary blend of industry and IT
experience to support our advancement of a fully integrated shared
service platform.  We continue to look for opportunities to
improve performance and enhance efficiency, and look forward to
Michelle's contributions in meeting those objectives through
better use of technology."

                   About The Warnaco Group, Inc.

The Warnaco Group, Inc., (Nasdaq: WRNC), headquartered in New
York, is a leading apparel company engaged in the business of
designing, marketing and selling intimate apparel, menswear,
jeanswear, swimwear, men's and women's sportswear and accessories
under such owned and licensed brands as Warner's(R), Olga(R),
Lejaby(R), Body Nancy Ganz(TM), JLO by Jennifer Lopez(R) lingerie,
Chaps(R), Calvin Klein(R) men's and women's underwear, men's
accessories, men's, women's, junior women's and children's jeans
and women's and juniors swimwear, Speedo(R) men's, women's and
children's swimwear, sportswear and swimwear accessories, Anne
Cole Collection(R), Cole of California(R), Catalina(R) and
Nautica(R) swimwear.


WATERMAN INDUSTRIES: UST Appoints Official Creditors' Committee
---------------------------------------------------------------
The United States Trustee for Region 17 appointed five creditors
to serve on an Official Committee of Unsecured Creditors in
Waterman Industries, Inc.'s Chapter 11 case:

      1. Commercial Casting Co.
         14933 Whittram Ave.
         Fontana, California 92335-3186
         Attn: Mel Hartman

      2. Oil City Iron Works, Inc.
         P.O. Box 1560
         Corsicana, Texas 75151
         Attn: Willard Cox

      3. II and E Systems LLC
         1169 S. Blackstone Ave.
         Tulare, California 93274
         Attn: Jeff Nelson

      4. Sequoia Brass & Copper
         P.O. Box 4661
         Hayward, California 94540-4661
         Attn: Wayne R. Barker

      5. Ponderosa Pain Company
         3663 North Clovis Avenue
         Fresno, California 93727
         Attn: Cricket Sorensen

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense. They may investigate the Debtors' business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

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.


WESTPORT: Kerr-McGee Merger News Spurs S&P's Watch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its long-term 'BB'
corporate credit rating on oil and gas exploration and production
company Westport Resources Corp. on CreditWatch with positive
implications.

The rating action follows the announced $3.4 billion all-stock
merger between Westport and Kerr-McGee Corp. (BBB/Watch Neg/A-3;
see media release published on Kerr-McGee for further
information). The positive CreditWatch listing for Westport
reflects the superior credit strength of Kerr-McGee and the strong
likelihood for a ratings upgrade if the merger is successful.

Commenting on Kerr's rating, Standard & Poor's credit analyst John
Thieroff stated that, "A downgrade to Kerr-McGee's' ratings, if at
all, would almost certainly be limited to one notch."

Such an action to Kerr-McGee would still result in a positive
rating action for Westport when the merger is complete. Standard &
Poor's will resolve the CreditWatch listings on Kerr-McGee and
Westport after meeting with the management of the merged company
in the near term.


WORLDCOM INC: Telcove Woos Court to Allow ASR-Related Claims
------------------------------------------------------------
Under the Worldcom Inc. Debtors' Confirmed Plan, Access Service
Request refers to documents in the telecommunications industry
wherein an entity elects to purchase certain non-usage sensitive
telecommunications services from an Access Provider for a specific
period of time.  Solely for the purposes of the Plan, ASRs under
which the Debtors elected to purchase certain non-usage sensitive
telecommunication services for a term of more than 30 days are
treated as executory contracts.  ASRs under which the Debtors
purchased non-usage sensitive telecommunication services for 30
days or less are not treated as executory contracts.

Tariff Services are required telecommunication services to be
provided by an Access Provider pursuant to a tariff it filed with
the Federal Communications Commission or a relevant state
commission.  The Access Provider's obligations to provide Tariff
Services does not arise under an executory contract, except to
the extent the services are provided pursuant to an ASR.

The Debtors' Confirmed Plan further provides for the treatment of
Intermedia General Unsecured Claims, WorldCom General Unsecured
Claims and MCI Pre-merger Claims.  Each Allowed Claim in these
classes is entitled to receive distributions pursuant to the
terms of the Confirmed Plan on the Effective Date, or as soon
as practicable.  The Confirmed Plan defines an MCI Pre-merger
Claim as a general unsecured claim against the WorldCom Estate
that:

   -- arises solely from an individual transaction or series of
      transactions that was fully completed on or before
      September 13, 1998; and

   -- the creditor relied on the separate credit of MCIC or any
      subsidiary of MCIC as of, or before September 13, 1998.

According to Linda J. Casey, Esq., at Pepper Hamilton LLP, in
Philadelphia, Pennsylvania, Adelphia Business Solutions, Inc. and
its affiliates filed claims aggregating $8,176,116 in the
Debtors' estates.  The Claims arise from:

   (1) the ASRs issued pursuant to a Master Service Agreement
       between MCI Telecommunications Corporation, Inc. and
       Hyperion Telecommunications dated December 10, 1993, as
       amended;

   (2) the ASRs issued pursuant to a Master Service Agreement
       between UUNET Technologies Inc. and Adelphia Business
       Solutions, Inc. dated July, 26, 2000; and

   (3) services provided pursuant to ASRs issued in accordance
       with TelCove, Inc.'s tariff.

The Claims are classified as:

   (a) Administrative Expense cure claims;
   (b) Class 12 Intermedia General unsecured claim;
   (c) Class 6A MCI Pre-merger claim; and
   (d) Class 6 WorldCom General unsecured claim.

The MCI MSA and UUNET MSA continue to be in effect according to
their terms.  Before the Confirmation Date, the Debtors rejected
certain ASRs issued under the MCI MSA and the UUNET MSA.

Adelphia and its affiliates are debtors in Chapter 11 proceedings
before the U.S. Bankruptcy Court for the Southern District of New
York.  The Honorable Judge Robert Gerber oversees the cases.

TelCove is successor in interest to:

   * Adelphia Business Solutions, Inc.
   * Adelphia Business Solutions Operations, Inc.;
   * Adelphia Business Solutions of Atlantic, Inc.;
   * Adelphia Business Solutions of Florida, Inc.;
   * Adelphia Business Solutions of Kentucky, Inc.;
   * Adelphia Business Solutions of Tennessee, Inc.;
   * Adelphia Business Solutions of Vermont, Inc.;
   * Adelphia Business Solutions Long Haul, L.P.;
   * Adelphia Business Solutions International, L.L.C.;
   * Adelphia Business Solutions, L.L.C.;
   * Adelphia Business Solutions of Jacksonville, Inc.;
   * Adelphia Business Solutions of Louisiana, Inc.;
   * Adelphia Business Solutions of Nashville, L.P.;
   * Adelphia Business Solutions of South Carolina, Inc.;
   * Adelphia Business Solutions of Virginia, L.L.C.;
   * Adelphia Business Solutions Investment East, L.L.C.;
   * Adelphia Business Solutions Investment, L.L.C.; and
   * Adelphia Business Solutions of Louisiana, L.L.C.

                         The Cure Claims

Pursuant to the terms of the Confirmed Plan, the MCI MSA and the
UUNET MSA will be deemed assumed on the Effective Date.  An ASR
issued pursuant to the MCI MSA and UUNET MSA not rejected before
the Confirmation Date -- that is either for usage sensitive
telecommunication services or an ASR under which the Debtors
elected to purchase certain non-usage sensitive telecommunication
services for a term of more than 30 days -- is likewise deemed
assumed.

TelCove issued invoices to the Debtors by billing account number.
A BAN could include amounts due pursuant to more than one ASR.
TelCove's Claims related to ASRs assumed pursuant to the
Confirmed Plan total $5,578,070.  The cure claim against the
WorldCom Estate represents amounts owed on BANs that includes
rejected or terminated ASRs.  TelCove estimates the amount of the
cure claim related solely to the ASRs that have been assumed as
$3,620,472.

Accordingly, TelCove asserts that it is entitled to a $3,620,472
cure claim against the WorldCom Estate, and $407,850 against the
Intermedia Estate.

               Intermedia General Unsecured Claim

For claims based on services provided to the Intermedia Estates
arising under rejected or terminated ASRs, TelCove asserts a
Class 12 Intermedia General Unsecured Claim for $155,412.

                      Pre-Merger MCI Claims

Pursuant to the terms of the MCI MSA, TelCove, as the successor
of Hyperion, is contractually obligated to provide
telecommunication services to MCI Telecom and its related
entities.  TelCove relied on the separate credit of MCI Telecom
and its related entities as of December 1993, when it entered
into the MCI MSA.  Hence, TelCove is entitled to a Class 6A Pre-
merger MCI claim for $2,055,555.

                WorldCom General Unsecured Claim

TelCove also provided telecommunications services to the Debtors
pursuant to ASRs issued under the terms of TelCove's Tariff.
These ASRs were for 30-day terms.  Pursuant to the terms of the
Confirmed Plan, these ASRs are not executory contracts.
Therefore, TelCove is entitled to a Class 6 WorldCom General
Unsecured Claim for $1,611,524.

By this motion, TelCove asks the Court to:

   (a) allow its cure claim as an administrative expense claim
       for:

          (i) $3,620,472 against the WorldCom Estate; and

         (ii) $407,850 against the Intermedia Estate;

   (b) require the full cash payment of the WorldCom Cure Claim
       and the Intermedia Cure Claim on the earlier of 30 days
       after the Effective Date or a month after the order
       allowing the WorldCom and Intermedia Cure Claims becomes
       final and non-appealable;

   (c) allow its Class 12 Intermedia Unsecured Claim for
       $155,412;

   (d) allow its Class 6A MCI Pre-merger Claim for $2,055,555;

   (e) allow its Class 6 WorldCom General Unsecured Claim for
       $1,611,524; and

   (f) require the payment on the allowed Class 6, 6A and 12
       claims pursuant to the terms of the Confirmed Plan.

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)


WORLDCOM: Brazilian Group Submits Enhanced Bid to Buy Embratel
--------------------------------------------------------------
Calais Participacoes, S.A. enhanced its US$550 million offer to
purchase WorldCom Inc.'s (OTC: WCOEQ.PK) interest in its Brazilian
subsidiary, Embratel Participacoes S.A. (NYSE: EMT).

Under its enhanced offer, Calais would guarantee that WorldCom
receives a minimum of US$360 million for the sale of its interest
in Embratel -- the same amount being offered by Telefonos de
Mexico, S.A. de C.V. (NYSE: TMX) (Telmex) to buy Embratel -- in
the event that, contrary to Calais' belief, its acquisition of
Embratel does not receive necessary Brazilian regulatory approval.

"We are eliminating any downside risk to WorldCom by assuring that
WorldCom would receive no less than the US$360 million offered by
Telmex in the worst case, and US$550 million upon consummation of
the sale to Calais," said Otavio Azevedo on behalf of Calais. "Our
offer is clearly higher and better than the Telmex offer. Now that
we have enhanced our offer by removing the purported regulatory
risk, how can WorldCom, its Board of Directors, its creditors and
its advisors forego an additional US$190 million in cash?," said
Azevedo.

On March 25, 2004, Calais offered to purchase 100 percent of the
voting common stock of Embratel held indirectly by WorldCom for
US$550 million. The purchase price offered by Calais is US$190
million (or 52.8%) more than that offered by Telmex pursuant to
its publicly disclosed March 12, 2004 agreement with WorldCom.

Under the "make whole" provision, if the Calais transaction is not
consummated as a result of Calais' inability to obtain necessary
Brazilian regulatory approval, Calais will pay to WorldCom, as
liquidated damages, the loss, if any, equal to the difference
between US$360 million -- the Telmex bid price -- and the gross
sale proceeds received by WorldCom upon consummation of the sale
of its Embratel shares to another buyer.

"The decision to provide this downside protection to WorldCom was
driven by our confidence in the advice of our regulatory advisors
-- who are some of the best known and most highly respected
experts in this field in Brazil -- that Calais' offer will be
approved and that the regulatory concerns raised by WorldCom are
without merit," Mr. Azevedo said.

The "make whole" agreement is subject to, among other things, the
good faith cooperation of WorldCom and Embratel in getting
regulatory approval of the transaction with Calais and, if
necessary, conducting the sale of WorldCom's interest in Embratel
to an alternative purchaser.

Below is a copy of the letter proposal that Calais sent to
WorldCom.

Calais is owned by Geodex Communications S.A. and three of
Brazil's leading telecom companies: Brasil Telecom S.A. (NYSE:
BTM), Telemar Norte Leste S.A. (NYSE: TNE) and SP Telecomunicacoes
Holding Ltda., a Brazilian unit of Telefonica (NYSE: TEF).

                  CALAIS PARTICIPACOES S.A.

April 6, 2004

WorldCom Inc.
Attn:  Mr. Jonathan Crane

Dear Mr. Crane:

     On March 25, 2004, Calais Participacoes S.A. offered (the
"Original Alternative Proposal") to purchase 100% of the voting
common stock of Embratel Participacoes S.A. held indirectly by
WorldCom Inc. for US$550 million. The price offered by Calais is
US$190 million (or 52.8%) more than that offered by Telefonos de
Mexico, S.A. de C.V. ("Telmex") pursuant to its publicly disclosed
March 12, 2004 agreement with WorldCom. While Calais has received
no formal response to its Proposal, Calais understands that,
notwithstanding strong evidence that it will receive all necessary
Brazilian regulatory approvals for the transaction, WorldCom
remains skeptical that such approvals will be obtained in a timely
manner. Moreover, WorldCom's representatives have been unwilling
to engage in "active negotiations" or candid discussions with
Calais lest they provide Telmex with a basis to terminate its
agreement.

     Calais is hereby revising the Original Alternative Proposal
to eliminate any risk to WorldCom if, contrary to our belief, the
transfer of the Common Stock to Calais does not receive necessary
Brazilian regulatory approval. If the Calais transaction is not
consummated on or before July 8, 2005 as a result of Calais'
inability to obtain necessary Brazilian regulatory approval by
such date (under circumstances where the conditions set forth in
Sections 6.01 and 6.02 of the Agreement annexed to the Original
Alternative Proposal have otherwise been satisfied), Calais will
pay to WorldCom, as liquidated damages, the loss, if any, equal to
the difference between US$360 million and the gross sale proceeds
received by WorldCom and its affiliates upon consummation of the
sale of 100% of the Common Stock to another buyer. This "make
whole" agreement is subject only to the following:

    (a) WorldCom uses good faith reasonable business efforts to
        sell the Common Stock at fair value (in a private sale,
        public sale or public offering), including hiring one or
        more investment bankers of international reputation to
        manage the sale process;

    (b) The sale process is commenced promptly upon the earlier of
        (i) written notification from Calais that it is unable to
        close the Calais transaction and (ii) July 9, 2005 (the
        "Notice Date");

    (c) WorldCom enters into a definitive agreement to sell the
        Common Stock to another purchaser (other than a purchaser
        affiliated with WorldCom) within one year from the Notice
        Date;

    (d) WorldCom does not take any action or permit Embratel to
        take any action which would materially impair the value of
        the Common Stock to a subsequent purchaser unless in the
        good faith business judgment of the Board of Directors of
        WorldCom such action is required to fulfill its fiduciary
        duties to Embratel and its shareholders; and

    (e) WorldCom uses its power as controlling shareholder of
        Embratel to cause Embratel to cooperate in good faith with
        Calais in seeking regulatory approval of the Calais
        transaction.  Among other things, WorldCom would cause
        Embratel's senior management to cease their opposition to
        the transaction.

     The US$50 million up front deposit contained in the Original
Alternative Proposal would be credited against any amounts owed
under the "make whole" provision set forth in the preceding
paragraph, and would be repaid to Calais to the extent the "make
whole" payment is less than US$50 million or if no "make whole"
amount is payable. Calais is prepared to discuss supporting its
"make whole" payment obligation through a mutually acceptable
arrangement such as an escrow or standby letter of credit.

     Except as set forth herein, the terms and conditions of the
Agreement and the related Guarantees included in the Original
Alternative Proposal remain in full force and effect. Capitalized
terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Original Alternative Proposal.

     It is undisputable that Calais' offer is significantly
superior to the Telmex offer from a financial perspective. As
revised, our offer would also eliminate any purported regulatory
risk by ensuring that WorldCom would receive no less than the
US$360 million offered by Telmex in the worst case with the
probable upside of an additional US$190 million.

     This Proposal is driven by our confidence in the advice of
our regulatory advisors that the purported regulatory concerns are
without merit and by our frustration at the slanted treatment we
have received from the senior management of Embratel. The Original
Alternative Proposal was accompanied by English translations of
six written opinions supporting Calais' conviction that it will
obtain all required regulatory approvals in Brazil. These opinions
were written by some of the best known and most highly respected
experts in this field in Brazil. These individuals have impeccable
reputations in Brazil for both their expertise and their
integrity. Their well-reasoned opinions -- and Calais' repeated
offers to meet to fully explain its basis for believing that
regulatory approval will be obtained -- have, to all appearances,
been disregarded.

     During the course of the Embratel sale process, Embratel's
senior management has waged a campaign that has unfairly maligned
Calais' offer and has prevented Calais from having a fair
opportunity to participate in the process. Embratel's management
has repeatedly made false and inflammatory public statements
disparaging Calais' offer and otherwise has worked to sabotage
Calais' participation in the process. For example, it has become
accepted lore (repeated by WorldCom creditors) that ANATEL caused
the due diligence process to be halted because it learned that
Calais was one of the prospective bidders and that ANATEL
subsequently barred Calais from further access to the data room.
This understanding, fostered by Embratel, is cited as evidence
that Calais will be unable to obtain regulatory approval. In fact,
ANATEL's expressed concern regarding the data room procedures
applied to all competitors of Embratel, including Telmex, and
ANATEL's subsequent determination to permit the process to
continue stressed that "it is entirely up to the Concessionaire
[Embratel] and its officers" to determine who would be permitted
access and what information they would receive.

     Calais reiterates its request to WorldCom, its advisors and
other interested parties, including representatives of WorldCom's
Creditors Committee, to meet in person with Calais and its
representatives to clarify (i) any and all of the terms of this
revised Proposal, and (ii) the basis for Calais' confidence that
regulatory approval will be obtained. Calais' regulatory experts
are also available to discuss their opinions and analyses with
you.

     We urge you and WorldCom's Board of Directors, in the
exercise of its fiduciary duty, to devote immediate attention to
this matter. Given the scheduled April 13, 2004 Bankruptcy Court
hearing, your failure to act immediately would result in the loss
of this compelling opportunity to WorldCom and its creditors and
shareholders.

     We look forward to your response.

                       Very truly yours,

                       CALAIS PARTICIPACOES S.A.

                       By:       /s/ Roberto Lins Affonso da Costa
                       Name:     Roberto Lins Affonso da Costa
                       Title:    Attorney-in-fact

cc:  Honorable Arthur J. Gonzalez
      Marcia L. Goldstein, Esq.
      Danny Golden, Esq.
      Mr. Frank A. Savage


XM SATELLITE: Featured in Schaeffer's Street Chatter
----------------------------------------------------
The recent "Street Chatter" from Schaeffer's Investment Research
focuses on XM Satellite Radio (Nasdaq:XMSR).

"Street Chatter" is a report that analyzes three newsworthy stocks
that are generating a lot of attention on Internet message boards.
"Street Chatter" is published on
http://www.SchaeffersResearch.com/- the home of Bernie Schaeffer
and Schaeffer's Investment Research.

                     Street Chatter

American Honda reported plans to increase the number of its
vehicles that will come equipped with XM Satellite Radio
(Nasdaq:XMSR) hardware as a standard feature. In its 2005 model
series, Honda should sell about 400,000 of the XMSR-loaded
vehicles, compared to its 2004 year, when it made about 200,000
vehicles available with the technology and a three-month free
trial subscription to the XMSR broadcast service. Technically
speaking, XMSR gapped higher last week and is now consolidating
around the 29-30 region, which defined the site of the equity's
early-January peak.

The SOIR for XMSR stands at 0.40, in the 38th annual percentile.
Among near-term options, there are currently about 85,000 open
calls compared to around 34,500 open puts. Data courtesy of
Schaeffer's Sentiment PowerTools indicates that XMSR has been
prone to significant outperformance following SOIR readings
between 0.35 and 0.45. For instance, the stock has rallied an
average of 14.6 percent in the 20 trading days following this SOIR
signal, compared to an at-any-time average gain of 8.1 percent.

Lying in wait to possibly add buying pressure on the shares are
41.8 million XMSR shares sold short, which account for about 27
percent of the stock's public float (all shares available for
trading). Additionally, at the stock's average daily volume, it
would take the bearish speculators more than eight days to cover
their shorted positions in the event of a short squeeze. (A short
squeeze occurs when bearish short sellers become forced to
liquidate their positions and buy them back in an attempt to cap
losses). This potential short-covering activity could have
positive ramifications for the shares in the short term.

Click the following link to see the Daily Chart of XMSR Since
September 2003 With 10-Day and 20-Day Moving Averages:

      http://www.schaeffersresearch.com/wire?ID=9859


                  About Schaeffer's Investment Research

Schaeffer's Investment Research founded by Bernie Schaeffer in
1981, is a financial information and trading resources company. It
publishes Bernie Schaeffer's Option Advisor, the nation's leading
options subscription newsletter. The firm's contrarian approach
focuses on stocks with technical and fundamental trends that run
counter to investor expectations. The firm's website --
http://www.SchaeffersResearch.com-- is recognized as one of the
leading information sources for stock and options traders and was
cited as the top options website by both Forbes and Barron's.
Click here for more details about Schaeffer's trading methodology:
http://www.SchaeffersResearch.com/method.

                              About XM

In the fall of 2001, XM Satellite Radio pioneered the introduction
of satellite radio in the U.S. Today, XM is America's #1 satellite
radio service with more than 1.6 million subscribers.
Broadcasting live daily from studios in Washington, D.C., New York
City and Nashville, Tennessee at the Country Music Hall of Fame,
XM's 2004 lineup includes more than 120 digital channels of choice
from coast to coast: 68 commercial-free music channels, featuring
hip hop to opera, classical to country, bluegrass to blues; 33
channels of premier sports, talk, comedy, children's and
entertainment programming; and 21 channels of the most advanced
traffic and weather information for major metropolitan areas
nationwide.  Affordable, compact and stylish XM satellite radio
receivers for the home, the car, the computer and boom boxes for
"on the go" are available from retailers nationwide.  In addition,
XM is available in more than 80 different 2004 car models.  XM is
a popular factory-installed option on more than 40 new General
Motors models, as well as a standard feature on several top-
selling Honda and Acura models.  Avis customers can enjoy XM as a
standard feature in the company's premium and luxury vehicles.
Passengers on JetBlue Airways and AirTran Airways will be able to
listen to XM's programming in-flight later in 2004.

For more information about XM, visit http://www.xmradio.com/

                         *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit ratings on
satellite radio provider XM Satellite Radio Inc., and its parent
company XM Satellite Radio Holdings Inc. (which are analyzed on a
consolidated basis) to 'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on the
senior secured notes, at par, for new 14% senior secured notes due
2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.


XTRANA INC: Stockholders Approve $4MM Sale of Patent Portfolio
--------------------------------------------------------------
Xtrana, Inc. (OTCBB: XTRN) announced that its stockholders have
approved the previously announced sale of its intellectual
property to the Applied Biosystems Group of Applera Corporation
(NYSE: ABI) for $4,000,000 in cash. Xtrana held a Special Meeting
of Stockholders on March 24, 2004, at which 9,907,956 shares were
voted in favor the intellectual property sale and 357,960 shares
were voted against the proposal (with 35,940 shares abstaining).

Under the terms of the definitive agreement for the transaction,
Applied Biosystems has agreed to purchase all intellectual
property of Xtrana, other than trademarks and trade names. These
assets include all U.S. and foreign patents, inventions, trade
secrets and know-how, and constitute substantially all of the
assets of Xtrana. The total consideration of $4,000,000 consists
of: (a) $100,000 in cash as a deposit, which has already been paid
to Xtrana, (b) $3,500,000 in cash to be paid at closing; and (c)
$400,000 in cash to be paid ninety (90) days after closing,
subject to Xtrana providing certain consulting services as defined
in the definitive agreement.

On March 31, 2004, Applied Biosystems delivered the $3,500,000
closing cash payment, and Xtrana delivered its intellectual
property rights, into an escrow account pending the final closing
of the transaction. Such closing will take place after Applied
Biosystems' receipt of certain certifications from Xtrana required
as part of Applied Biosystems' due diligence efforts under the
definitive transaction agreement. While Xtrana expects the final
closing to occur within the next 30 days, there can be no
assurance that the closing will occur in a timely manner, if at
all.

James Chamberlain, Xtrana's Interim CEO commented, "We are pleased
that Xtrana's stockholders overwhelmingly supported the
transaction with Applied Biosystems. Following the transaction, we
intend to explore potential transactions for merging or otherwise
joining together with an existing business that could create long-
term stockholder value. After closing the Applied Biosystems
transaction, it is the intention of the Board of Directors to
spend a reasonable period of time exploring opportunities to find
a merger candidate, and if it is unable to conclude a transaction
that it believes would provide long term stockholder value, to
propose that the stockholders approve a liquidation."

Xtrana, Inc. develops, manufactures and markets novel nucleic acid
extraction kits and detection systems for use in molecular
diagnostics, drug discovery, forensics, research, clinical and
life sciences markets.


* Davis Polk & Wardwell Elects Four New Counsel
-----------------------------------------------
Davis Polk & Wardwell announced that Douglas A. Cardwell, Arthur
S. Long, Betty Moy and Rebecca Winters have been elected Counsel
to the firm as of April 1, 2004.

Mr. Cardwell is Counsel in the Intellectual Property Group and
advises clients on the IP-related aspects of domestic and
international transactions. His experience includes representation
of clients in the software, semiconductor, pharmaceutical,
consumer products and media industries. Recent matters Mr.
Cardwell has worked on include advising Comcast in connection with
joint ventures with Gemstar-TV Guide and Microsoft with respect to
software for digital television services; Affymetrix in connection
with a DNA array license and supply agreement with Perlegen; Chi
Mei Optoelectronics on its purchase of IBM Japan's LCD business;
Bertelsmann on the combination of its recorded music business with
that of Sony; and H.J. Heinz on the sale of its Weight Watchers
division, including the creation of a bankruptcy-remote
intellectual property rights holding company.

Mr. Long is Counsel in the Financial Institutions Group, advising
on a broad range of bank regulatory matters. He regularly advises
domestic and foreign banking organizations on the regulatory
implications of merger and acquisition transactions; private
equity and fund investments; the offering of new financial
products, including derivatives; compliance and enforcement issues
under the Gramm-Leach-Bliley Act and anti-money laundering
legislation; bank insolvency issues; and, in the case of foreign
banks, establishing U.S. offices. He also specializes in
securities offerings by banks, including equity-linked securities
and other structured products. Recent matters Mr. Long has worked
on include JPMorgan's monetization of Microsoft's stock option
program and BNP Paribas' acquisition of the derivatives business
of Zurich Capital Markets.

Ms. Moy is Counsel in the Environmental Practice Group. She
advises clients in identifying environmental liabilities and in
devising risk allocation options, including indemnifications and
environmental insurance policies, particularly in the context of
mergers and acquisitions, including private equity investments and
bank lending transactions. Much of her work involves working
closely with environmental engineers and insurance brokers. She
also advises clients on the public disclosure of environmental
liabilities. The matters she has worked on recently include
various registered and private securities offerings; the 2002
initial public offering and 2003 follow-on equity and debt
offerings of Premcor; and acquisitions and investments by merchant
banking funds, including Morgan Stanley Capital Partners.

Ms. Winters is Counsel in the Litigation Department and has
recently represented both individual and corporate clients in a
variety of criminal and regulatory matters, as well as in
connection with related confidential internal investigations. She
also has worked on a variety of civil matters, including
antitrust, securities and M&A litigations. Recently she has
represented mutual funds and broker dealers in connection with
investigations conducted by the New York Attorney General and the
SEC regarding mutual fund trading; a major investment bank in
connection with an investigation by the federal government of the
bank's IPO allocation practices; and a senior software company
executive in connection with criminal and SEC investigations into
various accounting practices.


* BOND PRICING: For the week of April 12 - 16, 2004
---------------------------------------------------

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

                           ******

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

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

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

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania,
USA, and Beard Group, Inc., Frederick, Maryland USA. Yvonne L.
Metzler, Bernadette C. de Roda, Donnabel C. Salcedo, Rizande B.
Delos Santos, Paulo Jose A. Solana, Aileen M. Quijano and Peter A.
Chapman, Editors.

Copyright 2004.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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