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        T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 9, 2004, Vol. 8, No. 48

                           Headlines

AFC ENTERPRISES: Will Issue Mid-Quarter Business Update Today
AHOLD: Inks Agreement Selling Disco Supermarket Chain to Cencosud
AIR CANADA: CIBC, et al. Apply to Enforce Subordination Provisions
AIR CANADA: Trinity Offers Pension Choice to Non-Union Employees
ALARIS MEDICAL: Reports Improved FY and 4th Quarter 2003 Results

ALLEGHENY CASUALTY: S&P Drops Counterparty Credit Rating to BBpi
ALLEGIANCE TELECOM: Terminates Vendor Agreement With Level 3
AMERCO: Selling Arizona & Pennsylvania Assets for $1.2 Million
AMERICAN HOSPITALITY: Using Cash Collateral to Finance Operations
AMES DEP'T: Has Until August 27, 2004 to File a Chapter 11 Plan

AMPHENOL: S&P Affirms Low-B Ratings Citing Better Fin'l Profile
ARGENT SECURITIES: Fitch Rates 2004-W3 Class M-5 Notes at BB+
AURORA: R2 Top Hat Objects & Intends to Appeal Confirmed Plan
CAPITAL CITY: S&P's Drops Counterparty Credit Rating to BBpi
CONNECTICUT MEDICAL: S&P Pegs Financial Strength Rating at BBpi

CROCKER DISTRIBUTION: Case Summary & Largest Unsecured Creditors
CUMBERLAND CASUALTY: S&P Cuts Counterparty Credit Rating to Bpi
CYBEX INTERNATIONAL: Discloses Steel Surcharge by April 1, 2004
D&E COMMUNICATIONS: Completes $260MM Senior Secured Debt Financing
DELCO REMY: Stockholders' Deficit Widens to $563MM at Dec. 2003

DELTA FINANCIAL: Will Report 4th Quarter & FY 2003 Results Today
DVI MED.: Fitch Takes Rating Actions on Equipment Securitizations
EARTHSHELL: Nasdaq Determines Not to Continue Shares' Listing
EGAIN COMMUNICATIONS: Stock Now Trades on OTC Bulletin Board
EMAGIN CORP: Secured Noteholders Convert Debt to Common Stock

ENGINE ELECTRONICS: Case Summary & 20 Largest Unsecured Creditors
ENRON CORP: Court Okays Enron Canada & Papiers Amalgamation
EQUIPMENT ETCETERA: Case Summary & 35 Largest Unsecured Creditors
ETHYL CORP: Directors Vote to Recommend Holding Company Structure
EXIDE TECH: Asks Court to Stretch Solicitation Period to May 15

FLEMING: Wants to Walk Away from 40-Some Burdensome Contracts
FLEXPOINT SENSOR: Utah Court Confirms Chapter 11 Plan
FLOWSERVE CORP: Will Present at Citigroup's Conference Today
FOOTSTAR INC: Plans to Close About 165 Underperforming Stores
GALEY & LORD: Exits Bankruptcy with New Directors & $70M Financing

GENERAL MEDIA: Penthouse Magazine Publisher Files Amended Plan
GEO GROUP: S&P Places Low-B Level Ratings on Watch Negative
GEO SPECIALTY: Pursues Lender Talks to Cure Bond Default
GLOBAL CROSSING: Inks Stipulation Lifting Stay for KDDI America
GOLD KIST: Prices $200 Million Senior Note Offering

HAYES LEMMERZ: Hosting FY 2003 Conference Call on April 6
HOMAN INC: U.S. Trustee Names 5 Creditors to Official Committee
ISTAR FINANCIAL: Agrees to Sell $150MM Senior Floating Rate Notes
IT GROUP: Committee Taps Kasowitz Benson as Litigation Counsel
ITC DELTACOM: BTI Merger Spurs Increased 4th Quarter Revenues

JOEAUTO INC: Has Until March 15 to File Schedules & Statements
JPS INDUSTRIES: Securities Resume Trading on Nasdaq Market
KENNEDY MANUFACTURING: First Creditors' Meeting Fixed for Apr. 6
KINGSWAY FINANCIAL: Secures New CDN$150 Million Credit Facility
KMART: Objects to Millions in Excessive Trumbull Copying Charges

LUMBERMENS UNDERWRITING: S&P Drops Counterparty Rating to Bpi
LTV CORP: Court Clears Combined Fund Coal Act Claims Settlement
MAG MUTUAL: S&P Ratchets Fin'l Strength Rating to BBpi from BBBpi
METROPOLITAN MORTGAGE: Wash. Insurance Commissioner Now in Control
MIDWEST MEDICAL: Obtains S&P's BBpi Financial Strength Rating

MIRANT CORP: Burns & McDonnel's Notice to Perfect 2 Perfect Liens
NATIONS BALANCED: Board & Shareholders Approve Liquidation Plan
NATIONS GOVERNMENT: Board Backs Liquidation & Termination Plan
NET PERCEPTIONS: Obsidian Enterprises Increases Stock Offer
NORTHWEST AIRLINES: Selectively Matches Delta's Far Increases

NUEVO ENERGY: Appoints Michael Wilkes as Chief Financial Officer
OAKWOOD FINANCIAL: Case Summary & 1 Largest Unsecured Creditor
OHIO ART: Shareholder Asks Board to Defer SEC Deregistration Plan
OMEGA: S&P Puts Sr. Note & Preferreds Ratings on Watch Positive
PACIFIC GAS: Proposes to Set-Up Escrowed Funds Investment Protocol

PAK-A-SAK FOOD: Wants to Continue Employing Phillips as Officer
PARMALAT GROUP: Sells U.K. Operations to United Dairy Farmers
PARMALAT: Mexican Subsidiary Regains Access to Frozen Accounts
PG&E NATIONAL: USGeneral Taps Latham & Watkins as FERC Counsel
PHYSICIANS INSURANCE: S&P Cuts Ratings to Speculative Grade

PINNACLE: Reduces Tender Offer by $2 Million to $188 Million
PLAINS EXPLORATION: Will Webcast Q4 & Year End Review Tomorrow
PODIATRY INSURANCE: S&P Lowers Counterparty Credit Rating to BBpi
SABINA FASANO LLC: Involuntary Chapter 11 Case Summary
SAFETY-KLEEN: Gets Nod for Ashland Settlement Agreement

SATURN (SOLUTIONS): Files Notice of Intention to File Under BIA
SBA COMMS: Improved Liquidity Prompts S&P to Up Junk Ratings
SILVO HOME: Creative Catalogs Corporation Acquires Company
SOLUTIA: Will Raise Prices for Vydyne(R) Nylon 6,6 on March 20
STANDARD COMMERCIAL: S&P Rates New Debt Issues at Lower-B Level

STATION CASINOS: S&P Assigns BB- Rating to $450-Mil. Senior Notes
SUMMIT SECURITIES: Insurance Subsidiaries Put Under Rehabilitation
SUN MICROSYSTEMS: S&P Downgrades Corporate Credit Rating to BB+
SUPERIOR ESSEX: Total Debt Reduced by $1B to $200MM at Dec. 2003
SYMBIAT INC: Board Opts to Cease Operations & File for Chapter 7

TARGET TWO: Signing-Up Nicholas Fitzgerald as Bankruptcy Counsel
TITAN: Provides Update on International Consultants' Review Status
UNICAL INTERNATIONAL: Case Summary & 20 Largest Unsec. Creditors
US AIRWAYS: Airs Objections to Various Administrative Claims
USG CORP: Unsecured Panel Brings-In Navigant Consulting as Expert

VESTA: Fitch Puts Ratings on Watch Neg. Following $33.5M Charge
VULCAN ENERGY: S&P Rates $175 Million Senior Secured Loan at BB
WEIRTON STEEL: Ask Court to Authorize Asset Sale to Int'l Steel
WORKFLOW MGT: Former CEO Issues Resignation Letter Due to Conflict
W.R. GRACE: Obtains Approval for Confidential KWELMB Settlement

W.R. GRACE: Reports Revised 2003 4th Quarter & Full Year Results
ZALE CORPORATION: Names Jack Lowe, Jr. to Board of Directors

* Fried Frank Partner to Head Antitrust Modernization Commission
* Goldsmith VP Named Certified Insolvency & Restructuring Advisor
* Mintz Levin Expands New York Intellectual Property Practice

* Large Companies with Insolvent Balance Sheets

                           *********

AFC ENTERPRISES: Will Issue Mid-Quarter Business Update Today
-------------------------------------------------------------
AFC Enterprises, Inc. (Ticker: AFCE), the franchisor and operator
of Popeyes Chicken & Biscuits, Church's Chicken, Cinnabon and the
franchisor of Seattle's Best Coffee in Hawaii, on military bases
and internationally, announced that its mid-quarter business
update for the first quarter 2004 would be released after the
market close today, March 9, 2004.

The 2004 mid- quarter business update will focus on AFC's
performance in the first two periods of the first quarter 2004,
which concluded on February 22, 2004, in addition to providing an
overall update on the business.

                      Corporate Profile

AFC Enterprises, Inc. is the franchisor and operator of 4,091
restaurants, bakeries and cafes as of December 28, 2003, in the
United States, Puerto Rico and 35 foreign countries under the
brand names Popeyes Chicken & Biscuits, Church's Chicken, Cinnabon
and the franchisor of Seattle's Best Coffee in Hawaii, on military
bases and internationally. AFC's primary objective is to be the
world's Franchisor of Choice by offering investment opportunities
in highly recognizable brands and exceptional franchisee support
systems and services. AFC Enterprises can be found on the World
Wide Web at http://www.afce.com/

                         *    *    *

               Credit Facility and Current Ratings

The Company's outstanding debt under its credit facility
agreement, net of investments, at the end of Period 9 of 2003 was
approximately $125 million, down from approximately $218 million
at the end of 2002 as a result of cash generated from ongoing
operations and the sale of its Seattle Coffee Company subsidiary.
On August 25, 2003, Standard & Poor's Ratings Services raised  
the Company's senior secured bank loan ratings to 'B' from
'CCC+'.  S&P's single-B rating means the obligation is vulnerable
to nonpayment but the obligor currently has the capacity to meet
its financial commitment on the obligation.  Adverse business,
financial, or economic conditions, S&P explains, will likely
impair the obligors capacity or willingness to meet its financial
commitment on the obligation.  Additionally, on August 28, 2003,
Moody's Investor Service lowered the Company's secured credit
facility rating from Ba2 to B1.  A single-B rating from Moody's
indicates that assurance of interest and principal payments or
maintenance of other terms of the contract over any long period of
time may be small.


AHOLD: Inks Agreement Selling Disco Supermarket Chain to Cencosud
-----------------------------------------------------------------
Ahold has reached agreement with Chilean retailer Cencosud S.A. on
the terms of sale of its controlling stake in the Argentine
supermarket chain Disco S.A.

Closing of the transaction is expected to occur prior to the end
of the year. It is subject to the fulfillment of certain
conditions, including obtaining local anti-trust approval and the
absence of any court regulation prohibiting the sale of the Disco
shares to Cencosud. Certain Argentine and Uruguayan court orders
currently are in effect that may prohibit a sale of part or all of
the Disco shares held by Ahold and, if so, will need to be
addressed prior to closing. The enterprise value related to the
transaction is approximately USD 315 million, which will be
subject to working capital and net debt adjustments through the
closing date.

Cencosud has interests in real estate, do-it-yourself (DIY) stores
and hypermarkets in Chile and Argentina. The company operates 12
hypermarkets and 23 DIY stores in Argentina. It acquired Ahold's
stake in the Chilean supermarket chain Santa Isabel in July 2003.

Commenting on the agreements, Theo de Raad, the Ahold Corporate
Executive Board member responsible for Latin America and Asia,
said: 'Ahold is very pleased to have reached agreement with
Cencosud on the terms of the sale of these operations. We are
confident that Cencosud will continue the tradition of excellence
and service for which Disco is known.'

The divestment of Ahold's activities in Argentina is part of
Ahold's strategy to optimize its portfolio and to strengthen its
financial position by reducing debt.

Ahold first entered the Argentine market in 1998. Through a series
of purchases made from 1998 to 2002, Ahold directly and indirectly
increased its ownership of Disco to 99.94%. At year-end 2003,
Disco operated 236 stores in Argentina and had more than 14,700
associates. Unaudited 2003 net sales for Disco amounted to
approximately ARS 2,355 million (approximately EUR 708 million).

                         *    *    *

As previously reported, Fitch Ratings, the international rating
agency, assigned Netherlands-based food retailer Koninklijke Ahold
NV a Stable Rating Outlook while removing it from Rating Watch
Negative.  At the same time, the agency affirmed Ahold's Senior
Unsecured rating at 'BB-' (a speculative rating indicating that
there is a possibility of credit risk developing, particularly as
the result of adverse economic change over time; however, Fitch
says, business or financial alternatives may be available to allow
financial commitments to be met) and its Short-term rating at 'B'
(Fitch's speculative rating, indicating minimal capacity for
timely payment of financial commitments, plus vulnerability to
near-term adverse changes in financial and economic conditions).

The Stable Outlook reflects the benefits from the shareholder
approval, granted on Wednesday, for a fully underwritten
EUR3billion rights issue.  Ahold however continues to face
financial and operational difficulties which have been reflected
in the Q303 results. Ahold announced in early November its
strategy for reducing debt through its EUR3bn rights issue and
EUR2.5bn of asset disposals as well as improving the trading
performance of its core retail and foodservice businesses. Whilst
the approved rights issue addresses immediate liquidity concerns,
operationally, the news is less positive with Ahold's core Dutch
and US retail operations both suffering from increased
competition, mainly from discounters, resulting in operating
profit margin erosion. Ahold's European flagship operation, the
Albert Heijn supermarket chain in the Netherlands, recently
reported both declining sales and profits, as consumers turn to
discount retailers. In reaction to this, Albert Heijn, has amended
its pricing structure which in turn would suggest that it will be
more challenging in the future to match historic operating margin
levels.


AIR CANADA: CIBC, et al. Apply to Enforce Subordination Provisions
------------------------------------------------------------------
Five members of the Ad Hoc Official Creditors Committee appointed
in Air Canada's bankruptcy cases ask the CCAA Court to declare
that:

   -- the holders of subordinated perpetual debt are not entitled
      to vote or receive dividends or other distribution from Air
      Canada unless and until the claims of all unsecured
      creditors, including those whose claims are in respect of
      borrowed money, have been paid in full; and

   -- any entitlement of the Subordinated Perpetual Debt holders
      must be distributed to all unsecured creditors, pro rata in
      relation to their proven claim.

The Five Creditors are:

   1. Canadian Imperial Bank of Commerce,
   2. Greater Toronto Airports Authority,
   3. Airbus,
   4. Cara Operations Limited, and
   5. IBM Canada Limited

The Five Creditors are members of the Ad Hoc Unsecured Creditors'
Committee and are substantial creditors of Air Canada.  CIBC
asserts an unsecured claim arising from the repudiation of its
former Aerogold Agreement.  CIBC has an ongoing stakeholder
interest in a New Aerogold Agreement it inked with Air Canada
after the Petition Date.

The GTAA asserts an unsecured claim for CN$40,000,000 on account
of the services it rendered with respect to the Lester B. Pearson
International Airport.  The GTAA has an ongoing stakeholder
interest in the CCAA proceedings, as the Airport is a major hub
for Air Canada's operations.

Cara Operations and IBM Canada assert claims for repudiation of
contracts.

Kevin McElcheran, Esq., at Blake, Cassels & Graydon LLP, in
Toronto, Ontario, reports that Air Canada owes unsecured
subordinated perpetual debt under these instruments:

   * 5.34% Subordinated Perpetual Bonds 1986 (CHF200,000,000);

   * 6.14% Subordinated Perpetual Bonds 1986 (CHF300,000,000);

   * 6.38% Adjustable Subordinated Perpetual Bonds 1987
     (DEM200,000,000);

   * Subordinated Loan Agreement, November 14, 1989
     (JPY20,000,000,000); and

   * Subordinated Loan Agreement, November 14, 1989
     (JPY40,000,000,000).

Each of the Subordinated Perpetual Debt instruments contains
subordination provisions, which are substantially similar.  The
subordination purports to benefit claims for "borrowed money," a
term used but not defined in the Subordinated Perpetual Debt
instruments.

The Five Creditors believe that there is no prospect recovery by
the Subordinated Perpetual Debt holders if the subordination
provisions are enforced, as unsecured creditors will not receive
payment in full of their claims.  The Five Creditors believe that
the subordination provisions in the instruments creating the
Subordinated Perpetual Debt are:

   (a) effective as between the debtor and the subordinated
       creditor such that the Subordinated Perpetual Debt holders
       have waived any right to participate in any distribution
       until all unsecured creditors are paid full; but

   (b) ineffective to the extent that they attempt to direct the
       benefit of the subordination preferentially to some of the
       unsecured creditors of Air Canada but not to others.

CIBC Vice President Frank de Vries relates that, at the request
of Air Canada, the Unsecured Creditors Committee investigated and
discussed appropriate treatment of the Subordinated Perpetual
Debt for Plan of Arrangement purposes.  Notwithstanding the
Committee's good faith efforts, it was not able to reach a
consensus concerning the treatment of Subordinated Perpetual
Debt.  Commercial discussions have reached an impasse.

According to Mr. de Vries, other unsecured creditors represented
on the Committee have advanced competing positions.  Sumitomo
Trust and Banking Company, Limited has taken the position that
the subordination provisions under its Subordinated Loan
Agreement with Air Canada are not enforceable and that the
Subordinated Perpetual Debt holders should rank rateably with the
other unsecured creditors.  Certain financial unsecured creditor
members of the Committee insist that the subordination provisions
are effective, but that the benefit resulting from the
subordination of the Subordinated Perpetual Debt should be
distributed only to financial unsecured creditors and not to
other non-subordinated unsecured creditors.

"[R]esolution of the issues . . . will materially affect the
recovery by the unsecured creditors," Mr. de Vries tells Mr.
Justice Farley.

Headquartered in Saint-Laurent, Quebec Canada, Air Canada --
http://www.aircanada.ca/-- represents Canada's only major  
domestic and international network airline, providing scheduled
and charter air transportation for passengers and cargo. The
Company filed for CCAA protection on April 1, 2003 (Ontario
Superior Court of Justice, Case No. 03-4932) and Section 304
petition with the U.S. Bankruptcy Court for the Southern District
of New York (Case No. 03-11971).  Matthew A. Feldman, Esq., and
Elizabeth Crispino, Esq., at Willkie Farr & Gallagher serve as the
Debtors' U.S. Counsel.  When the Debtors filed for protection from
its creditors, they listed C$7,816,000,000 in assets and
9,704,000,000 in liabilities. (Air Canada Bankruptcy News, Issue
No. 28; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AIR CANADA: Trinity Offers Pension Choice to Non-Union Employees
----------------------------------------------------------------
Trinity Time Investments announced that it would revise its
pension reform proposal to offer Air Canada non-unionized
employees the freedom to choose between a defined contribution
(DC) or defined benefit (DB) pension program.

    Under the new Trinity plan:

        -  Current retirees would not be affected;

        -  All current non-unionized employees would have the
           freedom to choose to stay under the DB regime or
           transfer to a DC plan as of January 1, 2005;

        -  A 10% bonus would be paid, concurrent to an IPO of a
           restructured Air Canada, to all employees who convert
           from a DB to DC system, provided that the aggregate
           pool does not exceed 10% of the IPO; and

        -  New hires would automatically fall under the new DC
           plan.

In its initial plan of February 5, Trinity proposed that the DB
regime be grandfathered for current retirees and employees with 60
years or more in combined age and service, and all other current
Air Canada employees move on to the DC system. "We have listened
and learned from Air Canada employees," said Harold Gordon, a
Director of Trinity. "Through their messages on our web site and
other individual contacts, they have put the case forward in
clear, compelling terms that many wanted to learn more about the
DC system and to have personal freedom of choice. The CEO of Air
Canada, Robert Milton also publicly recommended giving current
employees the freedom to choose. At the end of the day, we want a
motivated workforce in a vibrant, growing profitable airline."

"We still strongly believe that the DC system is the best option
for Air Canada's longterm viability and for individual employees,
that's why we will be giving them a financial incentive to opt for
it" said Mr. Gordon. "But we also recognize the concerns of
longtime Air Canada employees. That's why we've decided to give
them the choice. Unfortunately, Trinity is currently prevented
from enabling Air Canada to offer the same freedom of choice to
its unionized employees based on the outright rejection of this
choice by Air Canada's union leadership. We hope that the
leadership will do the right thing for their members and respond
to our efforts to engage them in a dialogue on this vital issue.

"We urge the union leadership to put the individual rights of Air
Canada employees - not to mention, their jobs and pensions - ahead
of rigid ideology or precedent-setting concerns. The survival of
Air Canada depends upon resolving the pension challenge, to make
the airline a viable, growing business with a real future. Air
Canada's employees seem to be getting the message loud and clear.
We can only hope that their union leaders don't let them down."

Many large North American employers are implementing DC pension
plans. "In fact," said Mr. Gordon, " the Air Canada pension plan -
under a DC regime - will still continue to be one of the most
generous in the industry. But no one can ignore the need to make
our airline more competitive - especially when you consider that
our major domestic competitor, WestJet, doesn't even offer its
employees a pension plan."

Trinity has established a dedicated Web site
-- http://www.trinitytime.ca/-- explaining the details of  
Trinity's pension reform proposal to employees.

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.


ALARIS MEDICAL: Reports Improved FY and 4th Quarter 2003 Results
----------------------------------------------------------------
ALARIS Medical Systems, Inc. (NYSE:AMI), developer of products for
the safe delivery of intravenous (IV) medications, reported that
sales for the year ended December 31, 2003 increased 16% to $533.9
million, compared with $460.3 million for 2002. Income from
operations increased 38% to $98.8 million, compared with $71.7
million for the year ended December 31, 2002.

In addition, the Company reported that fourth quarter sales
increased 15% to $154.5 million, compared with $134.4 million for
the fourth quarter of 2002. For the quarter, the Company reported
net income of $14.9 million, or $.20 per share, compared with net
income of $4.2 million, or $.07 per share, for the fourth quarter
of 2002.

The Company's mid-year 2003 recapitalization resulted in $67.7
million of charges ($41.4 million net of tax) in the first half of
the year. As a result, the Company reported a net loss of $7.5
million, or $.11 per share, for 2003. Excluding the
recapitalization expenses, earnings per share would have been $.48
for the year ended December 31, 2003, compared with $.13 per share
for the previous year. As has been previously reported, the
recapitalization lowered the Company's total debt by more than
20%, lowered its average annual interest rate from over 11% to
under 6% and lowered its interest expense from $57 million to $24
million per year.

On a pro forma basis, had the recapitalization occurred on January
1, 2003, and excluding the recapitalization expenses, net income
for the year ended December 31, 2003 would have been $43.8 million
and net income per common share, on a fully diluted basis, would
have been $.58.

David L. Schlotterbeck, president and chief executive officer,
said, "The final results of our strong finish for 2003 were
somewhat better than we indicated in our press release on January
14, 2004. I am pleased that our positive momentum is continuing."

Schlotterbeck also commented, "The FDA's final bar code rule for
unit dose packaging, released last week, dovetails perfectly with
the capabilities of our market-leading Medley Medication Safety
System, recognized as the preferred solution for reducing
intravenous medication delivery errors. The Medley System's
ability to use bar code technology in the ALARIS Medical
Systems/McKesson joint product is already operational in a
hospital setting. As more pharmaceutical companies update their
medication packaging with bar codes in response to the FDA's
recent action, ALARIS Medical Systems' suite of medication safety
products will be at the bedside to read this information. We see
the integration of bar code technology and our ``smart' infusion
systems as the opportunity to build a completely integrated system
to help prevent harm from medication errors. This holds the
potential to save hospitals, patients and health care insurers
billions of dollars annually. Additionally, we expect that our own
integrated bar code reader for our Medley System that reads all
types of bar codes will be in the market well ahead of the FDA
rule implementation."

Schlotterbeck added, "Once again, ALARIS Medical Systems has
delivered products that anticipate new medication safety
requirements. In the area of IV medication safety, our products
continue to be recognized as the ``gold standard' against which
competitive product offerings are compared."

                    Full Year 2003 Results

Sales. For the year ended December 31, 2003, sales were $533.9
million, an increase of $73.5 million, or 16%, over the prior
year. If currency exchange rates for the year ended December 31,
2003 had prevailed during 2002, sales would have been $482.8
million for the year ended December 31, 2002. Thus, the favorable
effect of currency changes on revenues in 2003 was $22.5 million.

Higher volumes of both drug infusion instruments and disposable
administration sets were the primary factors leading to the
increase in North America sales of $46.8 million, or 15%, over the
prior year. The increase in infusion instruments was primarily due
to sales of the Medley Medication Safety System and our
proprietary Guardrails Safety Software. Revenues from professional
services, most frequently sold with our safety products, increased
$2.5 million over the prior year as a result of the growth in
sales of Medley Systems and Guardrails Software. We believe that
the increase in dedicated disposables was due to an increase in
our installed base of infusion devices. The growth in other
disposables was due to an increase of approximately $10.7 million
in sales of SmartSite Needle-Free Systems. The increase in sales
of drug infusion products in North America was partially offset by
lower volumes of patient monitoring instruments and associated
disposables compared with the prior year.

International sales for the year ended December 31, 2003 increased
$26.7 million, or 19%, compared with the prior year. This increase
was due to strong growth in dedicated disposable administration
sets, as well as higher volumes of large volume pumps, SmartSite
Needle-Free Systems and services compared with the same period in
the prior year. If currency exchange rates for the year ended
December 31, 2003 had prevailed during 2002, International sales
would have been $163.5 million for the year ended December 31,
2002. Thus, the favorable effect of currency changes on
International sales for the year ended December 31, 2003 was $20.9
million.

Gross Profit. Gross profit increased $57.7 million, or 25%, for
the year ended December 31, 2003, compared with 2002. The gross
margin percentage increased to 53.4% for 2003, from 49.4% for
2002. If currency exchange rates for the year ended December 31,
2003 had prevailed during 2002, the gross margin percentage for
the year ended December 31, 2002 would have been 50.3%. Our
increased gross margin is primarily due to our sales growth and
mix which included higher margin sales than in the prior year. The
sales growth of our Medley Medication Safety System and Guardrails
Safety Software have greatly contributed to the increase in gross
profit in 2003 over 2002, as software and its related post-
contract support carry higher margins than equipment. Disposables
also carry a higher margin than instruments, and our disposables
growth during 2003 has had a positive impact on gross margin. Our
sales performance of the International business in the current
year is another contributing factor to our profit margin increase,
as international products generally have higher gross margins than
North America products. Product quality and manufacturing
efficiencies have been a primary focus for us, and we see the
results of our quality and manufacturing improvements in lower
warranty repair rates and overall lower warranty cost.
Additionally, increased volumes have resulted in lower per-unit
product costs. Inventory obsolescence costs were also lower in the
current year than in 2002 as a result of improved inventory
management and lower overall inventory levels.

               Selling and Marketing Expenses

Selling and marketing expenses increased $13.7 million, or 15%,
for the year ended December 31, 2003, compared with 2002,
primarily due to increased selling costs associated with higher
sales volume in 2003 compared with the prior year and due to the
launch of our international medication safety strategy in Fall
2003. In order to implement our safety strategy in markets outside
of the United States, we made significant investments in
developing our international selling and marketing functions
during 2003. Both our North America and International business
units experienced higher sales and marketing costs related to
increased personnel, bonus expense, consulting and related
activities supporting the continued deployment of our medication
safety strategy which included the international market
introduction of the Asena CC Syringe Pump with its proprietary
Guardrailsr Safety Software during the fourth quarter of 2003. As
a percentage of sales, selling and marketing expenses remained
constant at 19.2%. The unfavorable effect of currency changes on
selling and marketing expenses was $4.3 million.

             General and Administrative Expenses

General and administrative expenses increased $7.1 million, or
17%, for the year ended December 31, 2003, compared with the same
period in 2002. As a percentage of sales, general and
administrative expenses increased to 9.1% for the year ended
December 31, 2003 compared with 9.0% for 2002. The unfavorable
effect of currency changes on general and administrative expenses
was $1.6 million. Increases in administrative expenses were
largely due to higher depreciation, legal and other professional
services, insurance, intellectual property, and bonus expense over
the prior year.

             Research and Development Expenses

Research and development expenses increased approximately $8.1
million, or 27%, for the year ended December 31, 2003, compared
with the same period in 2002. The increase was due to spending
associated with new product development primarily related to our
medication safety strategy, including increased spending on new
products for international markets. This higher spending was
primarily in the form of additional personnel, bonus, benefits and
outside consulting. The unfavorable effect of currency changes on
research and development expenses was $.6 million. Research and
development expenses increased to 7.2% of sales for the year ended
December 31, 2003, compared with 6.6% of sales for 2002. We
anticipate research and development expenses for the full year
2004 to be approximately 7% of sales.

          Restructuring and Other Non-Recurring Items

We recorded a non-recurring benefit of $1.1 million during the
first quarter of 2002 for an insurance settlement. The settlement
related to damages and losses incurred at one of our disposable
products manufacturing plants in Mexico in 1993 as a result of
flooding. The contingency related to the insurance settlement was
resolved in the first quarter of 2002, when we received proceeds
of $1.0 million and notification of an additional payment due of
$.1 million, which we received during April 2002.

During the first quarter of 2002, we initiated a plan to
restructure our Central European technical services. In connection
with this plan, we recorded a charge of $.5 million which included
$.4 million for severance costs for 21 positions affected by the
relocation of our German operations and $.1 million related to
lease termination payments. As of December 31, 2003, all severance
payments had been made to the identified employees and all lease
termination payments had been made.

          Interest Income from Sales-Type Capital Leases

Interest income from sales-type capital leases decreased $1.1
million, or 26%, during 2003, compared with 2002 due to a decrease
in the contract portfolio as more customers continue to utilize
third party financing.

                    Interest Income

Interest income decreased $.3 million, or 25%, due to lower
interest rates earned and lower cash balances invested during 2003
compared with 2002.

                    Interest Expense

Interest expense decreased $16.8 million, or 29%, for the year
ended December 31, 2003, compared with 2002. Included in interest
expense in the second half of 2003 is $1.5 million of debt-issue
cost write-offs related to $60 million in prepayments made under
our new credit facility. The decrease in interest expense resulted
from the recapitalization in the second quarter of 2003, which
reduced the principal amount of outstanding debt, and lowered
interest rates on debt under our new credit facility and our new
7-1/4% senior subordinated notes compared with the interest rates
on the debt which was refinanced.

                    Recapitalization Expenses

In connection with the recapitalization, we recorded a pre-tax
charge of $67.7 million ($41.4 million, net of tax) through June
of 2003. This charge includes premiums (representing the excess of
tender offer purchase prices over principal amounts of purchased
indebtedness) and consent payments in connection with the tender
offers and consent solicitations of $55.4 million, the write-off
of related unamortized debt issuance costs of $10.3 million and
other related costs of $2.0 million. No recapitalization charges
were recorded in the second half of 2003.

Excluding this charge, for the year ended December 31, 2003, net
income would have been $33.9 million and net income per common
share, on a fully diluted basis, would have been $.48. On a pro
forma basis, assuming the recapitalization had occurred on January
1, 2003, and excluding the charge relating to recapitalization
expenses that we recorded in the first half of 2003, net income
for the year ended December 31, 2003 would have been $43.8 million
and net income per common share, on a fully diluted basis, would
have been $.58.

                         Other, Net

Other, net expenses increased $1.1 million for the year ended
December 31, 2003, compared with 2002 primarily due to higher
costs incurred to settle hedges for which offsetting gains were
reflected in operating income and costs to adjust foreign currency
contracts for changes in hedged forecasted cash flows.

                    Financial Position

At December 31, 2003, ALARIS Medical Systems reported total debt
of $358.8 million. This represents a $168.7 million reduction in
total debt since December 31, 2002. Through the mid-year
recapitalization of the Company, we raised $125 million by issuing
10 million shares of common stock, borrowed $420 million and used
these proceeds and a majority of our cash on hand to completely
retire our previous debt. In doing so, we lowered our annual
average interest rate from over 11% to under 6%. In addition,
during the second half of the year, we made six principal
prepayments under our new credit facility of $10 million each and
two scheduled quarterly principal payments of $0.6 million each.
We also made a subsequent principal prepayment of $10 million in
January 2004.

In February 2004, Moody's Investors Service upgraded our corporate
bank debt which resulted in a reduction of our interest rate on
the term loan B facility of 25 basis points, which will further
reduce our interest payments in 2004 by approximately $0.4
million.

Cash provided by operations was $142.0 million for the year ended
December 31, 2003 compared with $51.6 million for 2002. The
Company had a $30 million undrawn credit line and $45.9 million in
cash at December 31, 2003, compared with no credit line and $69.7
million in cash at year-end 2002, with the decrease primarily the
result of using cash on hand to complete the recapitalization and
make subsequent principal reductions in the new term loan.

               Recent Key Developments

-- In February 2004, ALARIS signed a four-year mandatory Blanket
   Purchase Agreement (BPA) with the Department of Veterans
   Affairs (VA) to provide the SmartSite Needle-Free System to 50
   states, the District of Columbia and Puerto Rico. The contract
   extends through Feb. 15, 2008. This contract continues the
   relationship between ALARIS Medical Systems and the VA for the
   SmartSite Needle-Free products, which began in January 2000.

-- In February 2004, we announced that our corporate bank debt was
   upgraded by Moody's Investors Service. As a result of the
   Moody's upgrade and a December 2003 amendment to our credit
   agreement, the interest rate we pay on the Term Loan B facility
   was reduced by 25 basis points to LIBOR plus 2.25%.

-- In December 2003, we announced that our enterprise-wide
   networked solution for the Medley Medication Safety System was
   going live on its first site at the Hospital of the University
   of Pennsylvania (HUP). The ALARIS network links to an entire
   suite of products to create a new level of functionality for
   enterprise-wide IV medication safety solutions and provides
   real-time visibility into what is occurring at the point of
   care to users throughout the hospital.

-- In December 2003, ALARIS Medical Systems and McKesson
   Automation Inc. announced the first live beta site of their
   joint bar-coding solution for intravenous (IV) medication
   administrations at Ohio Valley General Hospital in Pittsburgh.
   The joint solution combines our Medley Medication Safety System
   and Guardrails Safety Software with McKesson's Admin-Rx bar-
   code scanning and communications technology, to enable
   caregivers to confirm medication orders and verify infusion
   parameters electronically. A handheld device is used to scan
   bar codes from the caregiver, patient, medication and infusion
   channel, all of which are captured instantly and compared with
   the physician's order. If there is an error in matching any of
   the information, the IV pump is designed to halt operation and
   signal the caregiver to review the data.

-- In December 2003, ALARIS Medical Systems, Inc. received the
   Institute for Safe Medication Practices' (ISMP) award for its
   pioneering infusion pump technology which reduces the risk of
   errors associated with the administration of intravenous
   medications. These ISMP Awards honor individuals,
   organizations, and companies that have set a superlative
   standard of excellence for others to follow in the prevention
   of medication errors. ISMP is a nonprofit organization well
   known around the world as the premier educational resource for
   the prevention of medication errors. ISMP provides independent,
   multidisciplinary, expert review of errors reported through the
   U.S. Pharmacopeia-ISMP Medication Errors Reporting Program.

-- We signed a three-year agreement in December 2003 with one of
   the nation's leading healthcare group purchasing organizations,
   MAGNET, to provide the Medley Medication Safety System with its
   proprietary Guardrails Safety Software suite of applications,
   also known as a "smart pump," to MAGNET's more than 775 acute
   care members. The contract extends through December 31, 2006.

-- In November 2003, ALARIS Medical Systems announced the Company-
   sponsored IV Medication Harm Index during its third invited
   conference held in San Diego. The meeting, "Addressing Harm
   with High-Risk Drug Administration," gathered a distinguished
   group of experts in medication safety to discuss IV medication
   errors, which pose a significant risk of patient harm.
   Developed by an industry-wide, multidisciplinary workgroup
   sponsored by ALARIS Medical Systems, the IV Medication Harm
   Index will help clinicians, researchers, and hospital
   administrators, for the first time, measure harm from averted
   IV medication errors, or "near misses." The innovative IV
   Medication Harm Index will be used to evaluate the averted harm
   using Smart pumps that are equipped with IV medication error-
   prevention software that helps to reduce medication errors by
   alerting clinicians when a dosage calculation is wrong and is
   designed to intercept serious human error in programming. Smart
   pumps also incorporate continuous quality improvement (CQI)
   data to log all alerts, which allows a hospital to track
   programming errors, or "near misses," that have been averted
   and could have resulted in patient harm.

                         Outlook

For the full year 2004, we continue to forecast sales growth of
14% to 16% over the $533.9 million reported for the full year
2003. Our earnings per share forecast for 2004 remains
approximately $.67 to $.71.

For the first quarter of 2004, we continue to forecast sales
growth of approximately 13% to 14% over the $121.2 million
reported for the first quarter of 2003. The earnings per share
forecast for the quarter remains $.13 to $.15 compared with
earnings per share of $.04 for the first quarter of the prior
year.

            About ALARIS Medical Systems, Inc.

ALARIS Medical Systems, Inc. (NYSE:AMI) develops and markets
products for the safe delivery of intravenous (IV) medications.
Our IV medication and infusion therapy delivery systems, software
applications, needle-free disposables and related monitoring
equipment are marketed in the United States and internationally.
Our "smart" pumps, with the proprietary Guardrailsr Safety
Software, help to reduce the risks and costs of medication errors,
help to safeguard patients and clinicians and gather and record
clinical information for review, analysis and interpretation. We
provide our products, professional and technical support and
training services to over 5,000 hospital and health care systems,
as well as alternative care sites, in over 100 countries through
our direct sales force and distributors. Headquartered in San
Diego, California, we employ approximately 3,000 people worldwide.
Additional information on ALARIS Medical Systems can be found at
http://www.alarismed.com.

As reported in the Troubled Company Reporter's February 13, 2004
edition, ALARIS Medical Systems Inc. (NYSE:AMI), developer of
products for the safe delivery of intravenous (IV) medications,
said that its corporate debt has been upgraded by Moody's
Investors Service. The company's Senior Secured Revolving Credit
facility and Senior Secured Term Loan B facility have been
upgraded to Ba3 from B1. ALARIS Medical Systems' Senior
Subordinated Notes have been upgraded to B2 from B3.

In announcing the upgrade, Moody's said, in part, "Moody's based
its action on the company's successful restructuring combined with
the faster than anticipated plan for permanent debt reduction over
the next several years."


ALLEGHENY CASUALTY: S&P Drops Counterparty Credit Rating to BBpi
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Allegheny Casualty Co. to 'BBpi'
from 'BBBpi'.

"The downgrade reflects the company's marginal earnings, very high
product line concentration, and extremely strong capitalization,"
observed Standard & Poor's credit analyst Tom Taillon.

Allegheny Casualty Co. is based in Meadville, Penn., and mainly
writes surety bail bond insurance and distributes its products
primarily through independent general agents. The company
commenced operations in 1936.

The company is rated on a stand-alone basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain. They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than ratings
without a 'pi' subscript. Ratings with a 'pi' subscript are
reviewed annually based on a new year's financial statements, but
may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs. Ratings with a
'pi' subscript are not subject to potential CreditWatch listings.


ALLEGIANCE TELECOM: Terminates Vendor Agreement With Level 3
------------------------------------------------------------
Allegiance Telecom, Inc. (OTC Bulletin Board: ALGXQ) has reached a
settlement with Level 3 Communications, Inc. (Nasdaq: LVLT) to
terminate a vendor agreement.

The settlement, which is subject to approval of the Allegiance
bankruptcy court and other conditions, would terminate a multi-
year contract Level 3 has to purchase wholesale dial access
services, including the use of operating equipment, from
Allegiance.

Level 3 assumed the contract with Allegiance as part of its
acquisition of Genuity's assets last year. To settle certain
disputes regarding the contract, Level 3 has agreed to pay
Allegiance $54 million in cash for the contract and associated
assets. The company has approximately $200 million of outstanding
debt in the form of capital lease obligations that will be
eliminated as a result of the settlement. The settlement is
expected to have no impact on revenue, no material impact on
Adjusted Communications OIBDA, and a positive impact on cash flow.

                    About Allegiance Telecom

Allegiance Telecom is a facilities-based national local exchange
carrier headquartered in Dallas, Texas. As the leader in
competitive local service for medium and small businesses,
Allegiance offers "One source for business telecom(TM)" -- a
complete package of telecommunications services, including local,
long distance, international calling, high-speed data transmission
and Internet services and a full suite of customer premise
communications equipment and service offerings. Allegiance serves
36 major metropolitan areas in the U.S. with its single source
provider approach. Allegiance's common stock is traded on the Over
the Counter Bulletin Board under the symbol ALGXQ.OB.

               About Level 3 Communications

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

                    http://www.Level3.com/


AMERCO: Selling Arizona & Pennsylvania Assets for $1.2 Million
--------------------------------------------------------------
Bruce T. Beesley, Esq., at Beesley, Peck & Matteoni, Ltd., in  
Reno, Nevada, relates that Debtor Amerco Real Estate Company is
responsible for:

   -- administering the real property matters for all properties
      owned by Amerco, U-Haul International and their  
      subsidiaries;  

   -- purchasing properties to be used by Amerco, U-Haul and  
      their subsidiaries; and  

   -- disposing, either through sale or lease, of unused real  
      property.

In the ordinary course of its business, AREC engages in the sale
of certain parcels of real property that, in the Debtors'
business judgment, are unnecessary to facilitate or maintain the
continued business operations of Amerco and U-Haul and will
generate a favorable return to AREC.  The amount of time required
for AREC to market a particular property, permit adequate due
diligence investigation by the potential purchaser, and close a
sale typically ranges from several months to a year.

The Debtors sought and obtained the Court's authority, pursuant
to Sections 105 and 363(c) of the Bankruptcy Code, for AREC to
sell two properties, in the ordinary course of business and in
accordance with the terms of the Sales Agreements:

A. Gilbert, Arizona Property

   On December 31, 2003, the Debtors executed a Sales Agreement
   with Affare Limited Partnership for the sale of real property
   located in Gilbert, Arizona.  An Amendment to the Agreement
   was executed on February 26, 2004.  The basic terms of the ALP
   Agreement are:

   (a) Property Sold -- The Debtors propose to sell the real
       property commonly identified as SWC Pecos & Recker, in
       Gilbert, Arizona, containing an approximate total of 2.5
       acres;

   (b) Sales Price -- Affare will pay $400,000 for the Property,
       payable by a $20,000 deposit, and the balance to be paid
       on the Closing Date;

   (c) Closing Date -- The Sale is scheduled to close on
       March 3, 2004; and

   (d) Conditions of Sale -- Affare is entitled to conduct a
       feasibility study, at its sole cost and expense, to
       inspect the property to determine if the property meets
       its requirements.  If the results of the feasibility
       study are disapproved by Affare, it may rescind the ALP
       Agreement and recover its $20,000 deposit, and neither
       party will have any further obligations under the ALP
       Agreement.

B. Willowgrove, Pennsylvania

   On December 16, 2003, the Debtors executed a Sales Agreement
   with Penn's Grant Corporation for the sale of real property
   located in Willowgrove, Pennsylvania.  The salient terms of
   the Penn's Agreement are:

   (a) Property Sold -- The Debtors propose to sell the real
       property commonly identified as 2285 Wyandotte Road, in
       Willowgrove, Pennsylvania, containing approximately 1.329
       net acres;

   (b) Sales Price -- Penn's agrees to pay $800,000 for the
       Property, payable in the form of a $50,000 deposit and
       the balance in cash upon the Closing Date;

   (c) Closing Date -- The Sale is scheduled to close on
       March 15, 2004; and

   (d) Penn's is entitled to conduct a feasibility study, at its
       own cost and expense, to inspect the property to
       determine if it meets Penn's requirements.  Penn's must
       conduct the feasibility study by March 8, 2004.  If the
       results of the feasibility study are disapproved by
       Penn's, it may rescind the Penn's Agreement and recover
       its $50,000 deposit, and neither party will have any
       further obligations under the Penn's Agreement.

Mr. Beesley contends that the sale is fair and reasonable  
because:

   -- the sale of the Properties falls within the Debtors'
      ordinary course of business;

   -- the terms of the Sales Agreements do not provide the
      Buyers with any lien, right or interest in any assets of
      the Debtors or their subsidiaries, or transfer other
      property of the estates to the Buyers, or otherwise upset
      the current balance of rights, priorities and interests
      among the Debtors' creditors; and

   -- the Sales proceeds will be paid over to Wells Fargo
      Foothill pursuant to the DIP Facility.

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


AMERICAN HOSPITALITY: Using Cash Collateral to Finance Operations
-----------------------------------------------------------------
American Hospitality Concepts, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Massachusetts,
Eastern Division, to approve a stipulation with their lenders to
allow continuing use of cash collateral to finance the ongoing
operation of the restaurateur's businesses.

The Debtors seek to use, on an interim and final basis, cash
collateral securing repayment of loans from Foothill Capital
Corporation and Boston Ventures, Limited Partnership V.

As of the Petition Date, Foothill is owed $3,600,000, plus unpaid
interest, fees, and charges.  The Debtors disclose that Foothill
has a lien on substantially all of the company's assets.  The
Debtors also owe Boston Ventures up to $15,225,000 in principal
amount, plus unpaid interest, fees and charges.  Boston Ventures'
interest is secured by second lien (subordinate to Foothill's
lien) on substantially all of the company's assets.  

The Parties agree that the Debtors may use Cash Collateral,
including the proceeds of postpetition sales of prepetition assets
other than leasehold interests, furniture, fixtures, and
equipment, for the period from February 19, 2004 and ending
March 31, 2004.

The Debtors agree to grant Foothill a replacement lien on the same
types of postpetition property of the estates against which
it held liens as of the Petition Date.  The Replacement Lien will
maintain the same priority, validity and enforceability as
Foothill's prepetition liens.  Boston Ventures is likewise granted
a replacement lien, which maintains the same priority, validity
and enforceability as its prepetition liens.

The Debtors agree to restrict their use of the Lenders' cash
collateral in accordance with this Weekly Budget:

                             4-Mar      11-Mar    18-Mar
                             -----      ------    ------
    Beginning Cash         (336,393)  (377,415)  (661,957)
    Total Disbursements      41,022    284,542     32,867
    Ending Cash            (377,415)  (661,957)  (694,824)

                            25-Mar      1-Apr     8-Apr
                            ------      -----     -----
    Beginning Cash         (694,824)  (702,924)  (709,611)
    Total Disbursements       8,100      6,687      4,302
    Ending Cash            (702,924)  (709,611)  (713,912)

Headquartered in Braintree, Massachusetts, American Hospitality
Concepts, Inc. -- http://www.groundround.com/-- runs the Ground  
Round Grill & Bar chain, a pioneer in the casual-dining segment
that offers a variety of American standards and ethnic
specialties.  The Company filed for chapter 11 protection on
February 19, 2004 (Bankr. D. Mass. Case No. 04-11240).  
Harold B. Murphy, Esq., at Hanify & King, P.C., represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from their creditors, they listed over $1 million
in estimated assets and over $10 million in estimated debts.


AMES DEP'T: Has Until August 27, 2004 to File a Chapter 11 Plan
---------------------------------------------------------------
Ames Department Stores, Inc., and its debtor-affiliates sought and
obtained an extension of exclusive period to file a chapter 11
plan through August 27, 2004.  The U.S. Bankruptcy Court for the
Southern District of New York granted Ames a concomitant extension
of its exclusive period during which to solicit acceptances of
that plan through October 26, 2004.

Headquartered in Rocky Hill, Connecticut, Ames Department Stores,
Inc., is a regional discount retailer that, through its
subsidiaries, currently operates 452 stores in nineteen states and
the District of Columbia.  The Company filed for chapter 11
protection on August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).
Albert Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal
LLP and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts. When the Company filed for protection from
their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities. (AMES Bankruptcy News, Issue No.
51; Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMPHENOL: S&P Affirms Low-B Ratings Citing Better Fin'l Profile
---------------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook on
Wallingford, Connecticut-based Amphenol Corp to positive from
stable. The 'BB+' corporate credit and senior secured bank loan
ratings were affirmed.

"The outlook revision reflects an improved financial profile,
which has exhibited steadily improved debt protection metrics,
combined with the credit-neutral use of secondary offerings to
reduce the Amphenol holdings of the company's leading
shareholder," said Standard & Poor's credit analyst Joshua Davis.

Amphenol manufactures electronic connectors and broadband cable,
and interconnect systems for electronics, cable television,
telecommunications, and other applications. It had about $543
million of debt outstanding at Dec. 31, 2003.

Standard & Poor's does not expect the broadband cable business to
improve substantially in the next year. While off the peaks
reached in 2000 and 2001, when broadband margins were also at
historical highs, overall EBITDA margins have been consistent at
between 19% and 20% for the past two years.

The positive outlook reflects expectations for improved
performance, coupled with a continued balanced use of free cash
flow for growth, debt reduction, and returns to shareholders. As
the ratio of adjusted total debt-to-EBITDA declines toward 2x from
about 3x currently, an upgrade could be considered.


ARGENT SECURITIES: Fitch Rates 2004-W3 Class M-5 Notes at BB+
-------------------------------------------------------------
Argent Securities Inc. 2004-W3 $455.3 million classes A-1, A-2 and
A-3 certificates are rated 'AAA', $8.5 million class M-1
certificates are rated 'A-', $8.0 million class M-2 certificates
are rated 'BBB+', $5.0 million class M-3 certificates are rated
'BBB', $5.0 million class M-4 certificates are rated 'BBB-', and
the $7.3 million class M-5 certificates are rated 'BB+' by Fitch
Ratings.

Credit enhancement for the 'AAA' rated class A certificates
reflects the 6.75% subordination provided by classes M-1, M-2, M-
3, M-4, M-5, monthly excess interest and initial
overcollateralization of 2.20%. In addition, the class A
certificates have the benefit of a certificate guaranty insurance
policy issued by Ambac Assurance Corporation (Ambac), whose
insurer financial strength is rated 'AAA' by Fitch. Credit
enhancement for the 'A-' rated class M-1 certificates reflects the
5.05% subordination provided by classes M-2, M-3, M-4, M-5,
monthly excess interest and initial OC. Credit enhancement for the
'BBB+' rated class M-2 certificates reflects the 3.45%
subordination provided by classes M-3, M-4, M-5, monthly excess
interest and initial OC. Credit enhancement for the 'BBB' rated
class M-3 certificates reflects the 2.45% subordination provided
by classes M-4, M-5, monthly excess interest and initial OC.
Credit enhancement for the 'BBB-' rated class M-4 certificates
reflects the 1.45% subordination provided by class M-5, monthly
excess interest and initial OC. Credit enhancement for the 'BB+'
rated class M-5 certificates reflects the monthly excess interest
and initial OC. In addition, the ratings reflect the integrity of
the transaction's legal structure as well as the capabilities of
Ameriquest Mortgage Company as Master Servicer. Deutsche Bank
National Trust Company will act as Trustee.

The mortgage pool consists of closed-end, first lien subprime
mortgage loans that may or may not conform to Freddie Mac and
Fannie Mae loan limits. As of the cut-off date (March 1, 2004),
the mortgage loans have an aggregate balance of $500,000,371. The
weighted average loan rate is approximately 7.15%. The weighted
average remaining term to maturity is 354 months. The average cut-
off date principal balance of the mortgage loans is approximately
$178,572. The weighted average original loan-to-value ratio is
85.42% and the weighted average Fair, Isaac & Co. (FICO) score was
623. The properties are primarily located in California (26.72%),
Florida (10.89%) and New York (10.65%).

Approximately 94.96% of the loans were originated or acquired by
Argent Mortgage Company, LLC, and 5.04% of the loans originated or
acquired by Olympus Mortgage Company. Both mortgage companies are
subsidiaries of Ameriquest Mortgage Company. Ameriquest Mortgage
Company is a specialty finance company engaged in the business of
originating, purchasing and selling retail and wholesale subprime
mortgage loans. Both Argent and Olympus focus primarily on
wholesale subprime mortgage loans.


AURORA: R2 Top Hat Objects & Intends to Appeal Confirmed Plan
-------------------------------------------------------------
R2 Top Hat, Ltd. gives notice to the Bankruptcy Court of its
intention to appeal the confirmation of Aurora Foods' First
Amended Reorganization Plan.  R2 Top Hat will ask the U.S.
District Court for the District of Delaware to review Judge
Walrath's rulings that the plan complies with the 13 tests
outlined in 11 U.S.C. Section 1129(a).

R2 Top Hat contends that the Debtors' Plan was improperly entered
because it did not meet numerous confirmation requirements
imposed by the Bankruptcy Code.  In particular, R2 Top Hat
complains that:

A. The Debtors did not meet the "best interests" test of Section
   1129(a)(7)(ii) given that the Debtors' Liquidation Analysis
   submitted at the confirmation hearing reveals that in a
   liquidation under Chapter 7, sufficient proceeds would be
   generated to provide senior secured lenders like R2 Top Hat
   with either the full amount of their claims, including the
   disputed fees, or a materially higher amount than provided for
   in the Plan.  It is impracticable for a liquidation to be
   completed to provide payment to R2 Top Hat and other
   prepetition senior secured lenders by the March 31, 2004
   deadline set by the terms of the purported fee waiver;

B. The Debtors failed to prove that the Plan, which is premised
   on an impermissible reduction in certain fees due R2 Top Hat  
   and other prepetition Lenders, provides for "fundamental
   fairness" in dealing with creditors.  Because it did not
   comport with the good faith requirement of Section 1129(a)(3),
   the Plan was not properly confirmed;

C. To be confirmable, the Plan must allow the Debtors to make all
   payments due creditors.  But in its current form, the Plan
   will preclude the distribution of the fees due R2 Top Hat and
   other prepetition lenders.  Thus, the Debtors have not
   satisfied the feasibility requirement of Section 1129(a)(11);
   and

D. The Debtors failed to satisfy the requirement that the Plan be
   fair and equitable as to a secured party under Section
   1129(b)(2)(A), or that the Plan is otherwise fair and
   equitable under Section 1129(b)(1).

Aurora Foods Inc. -- http://www.aurorafoods.com/-- based in St.  
Louis, Missouri, produces and markets leading food brands,
including Duncan Hines(R) baking mixes; Log Cabin(R), Mrs.
Butterworth's(R) and Country Kitchen(R) syrups; Lender's(R)
bagels; Van de Kamp's(R) and Mrs. Paul's(R) frozen seafood; Aunt
Jemima(R) frozen breakfast products; Celeste(R) frozen pizza; and
Chef's Choice(R) skillet meals.  With $1.2 billion in reported
assets, Aurora Foods, Inc., and Sea Coast Foods, Inc., filed for
chapter 11 protection on December 8, 2003 (Bankr. D. Del. Case No.
03-13744), to complete a pre-negotiated sale of the company to
J.P. Morgan Partners LLC, J.W. Childs Equity Partners III, L.P.,
and C. Dean Metropoulos and Co.  Judge Walrath confirmed the
Debtors' pre-packaged plan on Feb. 17, 2004.  Sally McDonald
Henry, Esq., and J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP provide Aurora with legal counsel, and David Y.
Ying at Miller Buckfire Lewis Ying & Co., LLP provides financial
advisory services. (Aurora Foods Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 215/945-7000)   


CAPITAL CITY: S&P's Drops Counterparty Credit Rating to BBpi
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Capital City Insurance Co. Inc.
to 'BBpi' from 'BBBpi'.

"The downgrade reflects the company's marginal operating
performance, high product line concentration, and extremely strong
capitalization," observed Standard & Poor's credit analyst Tom
Taillon.

Headquartered in Columbia, S.C, Capital underwrites insurance for
the workers' compensation, general liability, and commercial
automobile liability segments. The company, which began operations
in 1986, is licensed to operate in 18 states and is a medium-sized
insurer wholly owned by Capital City Holding Co.

The company is rated on a stand-alone basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain. They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than ratings
without a 'pi' subscript. Ratings with a 'pi' subscript are
reviewed annually based on a new year's financial statements, but
may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs. Ratings with a
'pi' subscript are not subject to potential CreditWatch listings.


CONNECTICUT MEDICAL: S&P Pegs Financial Strength Rating at BBpi
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Connecticut Medical Insurance
Co. to 'BBpi' from 'BBBpi'.

"Key rating factors include the company's weak profitability and
high geographic and product line concentration, which are
partially offset by its extremely strong capitalization," observed
Standard & Poor's credit analyst Tom Taillon.

Headquartered in Glastonbury, Connecticut, Connecticut Medical
Insurance Co. writes medical malpractice insurance for physicians,
dentists, and other medical care providers. The company, which
began operations in 1984, is licensed exclusively in Connecticut.
The company is rated on a stand-alone basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain. They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than ratings
without a 'pi' subscript. Ratings with a 'pi' subscript are
reviewed annually based on a new year's financial statements, but
may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs. Ratings with a
'pi' subscript are not subject to potential CreditWatch listings.


CROCKER DISTRIBUTION: Case Summary & Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Crocker Distribution Inc.
        P.O. Box 8340
        City of Industry, California 91748

Bankruptcy Case No.: 04-14077

Type of Business: The Debtor provides a wide spectrum of
                  distribution services including contract
                  services, transportation, and leasing.  
                  See http://www.crockerdist.com/

Chapter 11 Petition Date: February 24, 2004

Court: Central District of California (Los Angeles)

Judge: Erithe A. Smith

Debtor's Counsel: Michael S. Kogan, Esq.
                  Ervin, Cohen, Jessup LLP
                  9401 Wilshire Boulevard 9th Floor
                  Beverly Hills, CA 90212-2974
                  Tel: 310-273-6333

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
PH Ketchum Trust              Trade                      $95,000

Americus Logistics, LLC       Trade                      $25,940

Imperial Premium Finance      Trade                       $3,324

Citicorp Vendor Finance       Trade                       $2,038

Audi Financial Services       Trade                       $1,194

Golden West Financial         Trade                       $1,069
Services

Sona Security                 Trade                       $1,035

Citicorp Vendor Finance -     Trade                        $955
200040512

Audi Finance Services 2002    Trade                        $950

De Lage Landen                Trade                        $399

American West Coast Security  Trade                        $300
Systems

DataSys Corporation           Trade                         $55


CUMBERLAND CASUALTY: S&P Cuts Counterparty Credit Rating to Bpi
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Cumberland Casualty & Surety Co.
to 'Bpi' from 'BBpi'.

"Key rating factors include the company's weak and volatile
operating performance, marginal capitalization, and high product
line concentration," observed Standard & Poor's credit analyst Tom
Taillon.

Based in Tampa, Florida, Cumberland specializes in the provision
of a full line of surety bonds, from contractors' performance and
payment bonds to license and permit and court bonds. It
distributes its products primarily through independent general
agents. Cumberland is the premier provider of creative surety
automation software that integrates issuance, tracking, renewing,
and reporting of surety bonds for agents and brokers. Such
revolutionary software distinguishes Cumberland from other surety
companies in the industry. The company, which began operations in
1988, is licensed in 28 states, the District of Columbia, and
Guam. The company is a wholly-owned subsidiary of Cumberland
Technologies, Inc.

The company is rated on a stand-alone basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain. They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than ratings
without a 'pi' subscript. Ratings with a 'pi' subscript are
reviewed annually based on a new year's financial statements, but
may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs. Ratings with a
'pi' subscript are not subject to potential CreditWatch listings.


CYBEX INTERNATIONAL: Discloses Steel Surcharge by April 1, 2004
---------------------------------------------------------------
Cybex International, Inc. (AMEX:CYB), a leading exercise equipment
manufacturer, announced effective April 1, 2004, a steel surcharge
equal to 3-6% of the Manufacturers Suggested Retail Price (MSRP).

The exact surcharge to be levied will vary from product to
product, depending on the amount of steel necessary to
manufacture. Edward Kurzontkowski, Senior Vice President of
Manufacturing said "We buy raw sheet steel, employ a highly
skilled workforce in our plants in Minnesota and Massachusetts,
and then manufacture our own product designs from scratch.
Unfortunately, the explosive increase in steel prices has
necessitated this surcharge in order to continue manufacturing the
optimal equipment that distinguishes Cybex products from the rest
of the industry."

John Aglialoro, Chairman and Chief Executive Officer, stated: "We
have seen some spotty inflationary pressure, not only from our
steel vendors, but also from some other suppliers. The ultimate
success of Cybex depends upon our ability to achieve the
manufacturing margins needed to fund growing operations as well as
to produce a profit for our shareholders. Unfortunately, global
tariff warfare has created continuing price disruptions . . .
often either too low for steel producers to prosper, or too high
for rational customer pricing by companies like Cybex. Here again,
national governments at the expense of the consumer are creating
distressing economic imbalances not a free marketplace."

As previously announced, later this month the Company will be
exhibiting a new generation of exercise bikes and a new Total Body
ArcTrainer. The venue will be the industry's major annual trade
event, the International Health and Racquet Sports Association
(IHRSA) show in Las Vegas.

Cybex International, Inc. -- whose December 31, 2003, balance
sheet shows a net working capital deficit of $4,532,000 -- is a
leading manufacturer of premium exercise equipment for commercial
and consumer use. Cybex designs and engineers each of its products
and programs to reflect the natural movement of the human body,
allowing for variation in training and assisting each unique user
-- from the professional athlete to the rehabilitation patient --
to improve his/her daily human performance. For more information
on Cybex, visit http://www.cybexinternational.com/


D&E COMMUNICATIONS: Completes $260MM Senior Secured Debt Financing
------------------------------------------------------------------
D&E Communications, Inc. (Nasdaq:DECC), a provider of integrated
communications services in central and eastern Pennsylvania,
completed a syndicated senior secured debt financing in the amount
of $260 million jointly arranged by CoBank ACB and SunTrust Bank.

The credit facilities are in the form of a $25 million revolving
line of credit, term loans in the amounts of $50 million and $150
million, respectively and the assumption of $35 million of term
indebtedness of a D&E subsidiary. The proceeds of the credit
facilities were used to restructure indebtedness under D&E's prior
credit facilities and for general corporate purposes. The
facilities received ratings of BB- and Ba3 from Standard & Poors
Ratings Services and Moody's Investors Services, respectively.

The effect of the refinancing was to allow D&E to lower the
interest rates on its indebtedness, provide greater flexibility in
its financial covenants and extend the amortization of principal.
The approximate $2 million in annual interest savings under the
new facilities are approximately equal to the costs associated
with closing the facilities. D&E indicated that it would incur a
one-time write-off of approximately $6.3 million of the $7.9
million unamortized debt issuance costs associated with the
company's previous financings.

D&E Communications, Inc. is a leading provider of integrated
communications services to residential and business customers in
markets throughout central and eastern Pennsylvania. D&E offers
its customers a comprehensive package of communications services
including local and long distance telephone service, high-speed
data services and Internet access service. D&E also provides
business customers with systems integration services including
voice and data network solutions.


DELCO REMY: Stockholders' Deficit Widens to $563MM at Dec. 2003
---------------------------------------------------------------
Delco Remy International, Inc., a leading worldwide manufacturer
and remanufacturer of automotive electrical and drivetrain/
powertrain products, announced that fourth quarter 2003 Adjusted
EBITDA increased 62.9% to $27.7 million on a net sales increase of
4.2% to $261.0 million as compared to EBITDA of $17 million and
net sales of $250.5 million for the same period in the prior year.

In the fourth quarter of 2003, cash provided by operating
activities of continuing operations increased 9.2% to $39.1
million versus $35.8 million in the comparable period of 2002. The
Company reported an operating loss of $85.1 million in the fourth
quarter of 2003 compared with operating income of $9.6 million in
the fourth quarter of 2002. The loss in the fourth quarter of 2003
reflects the $104.1 million special charge discussed below and
restructuring charges of $2.2 million.

In the fourth quarter of 2003, the Company changed its estimate
for the valuation of its core inventory from primarily customer
core acquisition cost to primarily core broker prices and recorded
a special charge of $104.1 million. The Company believes this
change better reflects current market and competitive conditions
as well as the Company's continued emphasis on cash generation and
liquidity. The new values of cores brings the inventory more
inline with the appraised values under the asset based lending
arrangement. The Company believes this change will enhance
purchasing and manufacturing decisions, provide more flexibility
to adjust inventory levels and improve liquidity.

In accordance with Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes," the Company recorded in the
fourth quarter of 2003 a non-cash charge to provide a deferred tax
valuation allowance of $28.3 million for all unreserved domestic
income tax net assets established prior to 2003. Of this total,
$24.7 million was charged to income tax provision and $3.6 million
was charged to other comprehensive loss.

At December 31, 2003, Delco Remy International Inc.'s balance
sheet shows a stockholders' deficit of $562.7 million compared to
$356.7 million the prior year

                    Business Review

The year over year sales increase in the fourth quarter of 2003
reflects higher OEM volumes, primarily due to strong demand from
Class 5-8 truck customers and successful new product launches. The
new light duty alternator line was commissioned in Mexico with
successful shipments to GM. Margins increased due to improved
operating performance and reduced manufacturing costs as the
Company transitioned production to lower cost global sites.

For the year ended December 31, 2003, net sales of $1,053.2
million increased $26.2 million, or 2.6%, primarily due to
competitive wins in the market place. Adjusted EBITDA increased
16.3% to $113.7 million from $97.8 million for the prior year,
reflecting higher sales and the success of cost reduction efforts.
An operating loss of $64.5 million in 2003 reflects the $104.1
million special charge discussed above and restructuring charges
of $49.5 million and compares with operating income of $74.9
million in 2002.

Restructuring charges of $49.5 million in 2003 were for the
closure of facilities in Michigan, Indiana, Mississippi and
Florida. A $4.4 million post-employment benefit curtailment gain
was recorded in 2002.

Commenting on these results, Thomas J. Snyder, President and CEO,
stated: "We are very pleased with the progress the Company made
during 2003 and the substantial margin expansion over 2002 for the
third consecutive quarter. The restructuring and other non-
recurring actions taken during 2003 have helped to put the Company
in a stronger position to operate effectively in a very
competitive market environment. New business wins in the
Automotive and Heavy-duty OEM and Electrical Aftermarket were
primary drivers of year over year revenue growth."

                    Future Outlook

Commenting on 2004, Snyder said, "We are excited about the
strengthening demand in the OEM markets, especially in the Heavy-
duty market, and also our market penetration gains and the
continuing success of our cost reduction efforts. The first
quarter of 2004 is off to a great start and we expect solid
revenue and EBITDA growth for the year."

                    About Delco Remy

Delco Remy International, Inc., headquartered in Anderson,
Indiana, is a leading designer, manufacturer, remanufacturer and
distributor of electrical, drivetrain/powertrain and related
products and core exchange service for automobiles and light
trucks, medium- and heavy-duty trucks and other heavy- duty off-
road and industrial applications. It was formed in 1994 as a
partial divestiture by General Motors Corporation of the former
Delco Remy division, which traces its roots to Remy Electric,
founded in 1896.


DELTA FINANCIAL: Will Report 4th Quarter & FY 2003 Results Today
----------------------------------------------------------------
Delta Financial Corporation (Amex: DFC), a specialty consumer
finance company that originates, securitizes and sells non-
conforming mortgage loans, will be reporting its fourth quarter
and full year 2003 financial results today, March 9, 2004.

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells non-conforming mortgage loans. Delta's loans
are primarily secured by first mortgages on one- to four-family
residential properties. Delta originates home equity loans
primarily in 26 states. Loans are originated through a network of
approximately 1,700 brokers and the Company's retail offices.
Since 1991, Delta has sold approximately $9.3 billion of its
mortgages through 38 securitizations.

                         *    *    *

In February 2001, DFC proposed an exchange offer in order to deal
with its financial difficulties at that time. Three of DFC's
bondholders - among the most prominent institutional investors in
the marketplace, who together held the majority of DFC's bonds -
hired a leading financial advisor with specific expertise in these
situations, to advise them with regard to protecting their
investment. The bondholders' expert reviewed DFC's financials,
discussed the possibility of DFC filing for bankruptcy or
attempting a workout, and ultimately recommended that the
bondholders enter into the proposed exchange offer with DFC, as a
preferable alternative to forcing DFC into bankruptcy. DFC
provided full disclosure in the exchange offer prospectus filed
with the SEC and the assets were valued as accurately as possible
by Delta as of the date Delta estimated their value, using the
same assumptions that it used to value other similar assets it
owned.

Following the overwhelming acceptance of the exchange offer,
intervening market conditions which were out of the Company's
control - including the events of September 11th, a precipitous
drop in interest rates (to levels not seen in over 40 years),
recession, threat of war and other geopolitical risks -
dramatically lowered the value of interest-rate and credit-
sensitive assets (like those transferred to the LLC in the
exchange offer). In response, in November 2001, DFC lowered its
estimates of the value of the excess cashflow certificates it
held, as it was required to do in accordance with generally
accepted accounting principals. Similar write-downs were taken by
many of DFC's competitors for the same reason and, indeed, by
countless other companies outside our sector which also held
interest-rate and credit- sensitive assets, to account for these
virtually unprecedented events.


DVI MED.: Fitch Takes Rating Actions on Equipment Securitizations
-----------------------------------------------------------------
Fitch Ratings takes rating actions on the classes of DVI, Inc.
securities. Additionally, all noted ratings are removed from
Rating Watch Negative. These rating actions affect 56 classes of
notes in 9 transactions totaling $1.4 billion in securities. These
actions are based on Fitch's receipt on March 3, 2004, of restated
servicer reports for the below transactions for the period of
August 2003 through January 2004. Upon review of these reports
Fitch noted significant increases in delinquencies and defaults
and a precipitous drop in credit enhancement beyond that
anticipated at the time of the last rating action on
December 23, 2003.

On October 8, 2003 Fitch downgraded DVI's securitizations due to
Fitch's concerns over the heightened potential for significant
collateral deterioration in light of DVI's bankruptcy and
continued concerns about DVI's ability to service the portfolio
with a reduced work force. On December 23, 2003, additional
negative rating actions were taken due to the dramatic rise in
delinquency levels in all transactions through the reporting
period ending November 30, 2003 and continuing uncertainty as to
the timing of a portfolio servicing transfer. In addition, Fitch
was concerned about the ongoing dispute between DVI and U.S. Bank
as trustee over the payment priority to be used given that an
Amortization Event was in effect due to the bankruptcy filing of
DVI. As a result of this payment priority dispute, no principal
payments had been made to noteholders since the August 2003
distribution date.

On February 3, 2004 the U.S. Bankruptcy Court for the District of
Delaware approved a Settlement Agreement entered into by the
trustee (U.S. Bank N.A.), DVI, the ad hoc committee of
noteholders, Lyon Financial Services, Inc. (d/b/a U.S. Bancorp
Portfolio Services [USBPS]) and certain other parties to settle
outstanding issues and claims, amend certain provisions of
governing documents and transfer servicing to USBPS. On February
24, 2004, DVI was terminated as servicer and replaced by USBPS as
successor servicer for each of the securitizations under the terms
of each transaction's Contribution and Servicing Agreements.

While Fitch views the appointment of USBPS as successor servicer
favorably as USBPS has prior experience in taking over the
servicing of distressed portfolios, deteriorating collections
efforts by DVI over the last 6 months, combined with uncertainty
as to the timing and extent of a servicer transition makes it
difficult to determine the cause for the high levels of
delinquency and default. Additionally, defaults and delinquencies
may be exacerbated by certain lessees that were dependent on
working capital lines of credit from DVI Business Credit, DVI's
medical receivable financing unit which has ceased operations and
was included in DVI's bankruptcy filing. Given the volume of
leases that are delinquent and in default, the impact of USBPS's
collections and work out abilities will likely take several months
to be realized.

In accordance with the Settlement Agreement, USBPS and DVI
generated a cumulative servicer report for each transaction for
the August 2003 through January 2004 reporting periods that
reflects, among other things, a sequential rather than pro-rata
payment priority due to the continuing occurrence of an
Amortization Event caused by DVI's bankruptcy filling in August of
2003. Outstanding principal distributions due to noteholders since
the August 2003 distribution date were made to noteholders on
February 27, 2004 in accordance with the cumulative servicer
reports.

In its review of these reports, Fitch noted across all
transactions significantly higher than expected transitions of
moderate stage delinquencies to late stage delinquencies and
larger than expected defaults of later stage delinquencies.
Through the November 2003 reporting period, approximately $60.6
million of defaults had been recognized across all transactions.
In December 2003, an additional $71.5 million of defaults was
recognized across all transactions, and in January 2004 an
additional $225 million of defaults was recognized. Additionally,
delinquencies remain high. As of the January reporting period,
total delinquencies averaged approximately 28% and delinquencies
over 90 days averaged approximately 12.0%.

As of the January reporting period, the high levels of defaults
have eliminated the cash reserves and issuer interest in each
transaction and have exhausted or significantly reduced the amount
of subordination available to more senior classes. The negative
rating actions reflect additional reductions in Fitch's expected
credit enhancement that will be available to support each class.

When modeling revised collateral performance expectations, Fitch
employed several stress scenarios, including applying escalating
default rates to delinquency buckets and applying a recovery rate
to both defaulted leases and expected defaults on delinquent lease
balances. One scenario heavily considered incorporated a 50%
recovery rate to both current and expected defaults. As a result
of current performance and the assumed scenarios, ratings have
been lowered or affirmed as indicated below.

DVI Receivables VIII, L.L.C., Series 1999-1, all outstanding
classes:

        --Class A-5 notes to 'BBB' from 'A';
        --Class B notes to 'BB' from 'BBB';
        --Class C notes to 'B' from 'BB';
        --Class D notes to 'B-' from 'B';
        --Class E notes to 'CCC' from 'B-'.

DVI Receivables X, L.L.C., Series 1999-2, all outstanding classes:

        --Class A-4 notes to 'B' from 'BBB';
        --Class B notes to 'B-' from 'BB';
        --Class C notes to 'CCC' from 'B';
        --Class D notes are affirmed at 'CCC';
        --Class E notes are affirmed at 'CCC'.
        
DVI Receivables XI, L.L.C., Series 2000-1, all outstanding
classes:

        --Class A-4 notes to 'B' from 'A-';
        --Class B notes to 'B-' from 'BBB-';
        --Class C notes to 'CCC' from 'BB-';
        --Class D notes to 'CCC' from 'B-';
        --Class E notes are affirmed at 'CCC'.

DVI Receivables XII, L.L.C., Series 2000-2, all outstanding
classes:

        --Class A-4 notes to 'B-' from 'A';
        --Class B notes to 'CCC' from 'BBB';
        --Class C notes to 'CCC' from 'BB';
        --Class D notes to 'CCC' from 'B';
        --Class E notes are affirmed at 'CCC'.

DVI Receivables XIV, L.L.C., Series 2001-1, all outstanding
classes:

        --Class A-3 notes to 'BB' from 'AA';
        --Class A-4 notes to 'BB-'from 'BBB+';
        --Class B notes to 'B' from 'BBB-';
        --Class C notes to 'CCC' from 'BB-';
        --Class D notes to 'CCC' from 'B-';
        --Class E notes are affirmed at 'CCC'.

DVI Receivables XVI, L.L.C., Series 2001-2, all outstanding
classes:

        --Class A-3 notes to 'BB+' from 'BBB';
        --Class A-4 notes to 'BB+' from 'BBB-';
        --Class B notes to 'BB-' from 'BB';
        --Class C notes are affirmed at 'B';
        --Class D notes are affirmed at 'CCC';
        --Class E notes are affirmed at 'CCC'.

DVI Receivables XVII, L.L.C., Series 2002-1, all outstanding
classes:

        --Class A-3A notes to 'CCC' from 'BBB';
        --Class A-3B notes to 'CCC' from 'BBB-';
        --Class B notes to 'CCC' from 'BB';
        --Class C notes to 'CCC' from 'B';
        --Class D notes to 'CC' from 'CCC';
        --Class E notes to 'CC' from 'CCC'.

DVI Receivables XVIII, L.L.C., Series 2002-2,

        --Class A-3A and A-3B notes to 'BB-' from 'A+';
        --Class B notes to 'B-' from 'BBB';
        --Class C notes to 'CCC' from 'BB';
        --Class D notes to 'CCC' from 'B';
        --Class E notes to 'CCC' from 'B-'.

DVI Receivables XIX, L.L.C., Series 2003-1, all outstanding
classes:

        --Class A-1 notes are affirmed at 'F1+';
        --Class A-2A and A-2B notes to 'B' from 'AA-',
        --Class A-3A and A-3B notes to 'B' from 'A';
        --Class B notes to 'B-' from 'BBB';
        --Class C-1 and C-2 notes to 'CCC' from 'BB';
        --Class D-1 and D-2 notes to 'CCC' from 'B';
        --Class E-1 and E-2 notes to 'CCC' from 'B-'.


EARTHSHELL: Nasdaq Determines Not to Continue Shares' Listing
-------------------------------------------------------------
EarthShell Corporation (NASDAQ:ERTH), innovators of food service
packaging designed with the environment in mind, announced that
effective Monday, March 8, 2004, its common stock no longer trades
on Nasdaq's SmallCap Market. However, it's eligible for immediate
and continued quotation on the OTC Bulletin Board under the symbol
ERTH.

As previously reported, in early January the Company was notified
that its securities were subject to delisting because the
Company's market capitalization was less than $35 million as
required by Nasdaq SmallCap Market. Last month, Company management
met with Nasdaq's Listing Qualifications Panel to review the
delisting determination. According to the notification received by
the Company, the panel determined not to grant the Company further
exception to the $35 million market value requirement for
continued listing.

This action put the Company in non-compliance with its covenants
under the Company's outstanding debentures. Management is
currently negotiating with its debenture holders for appropriate
relief or waiver of this covenant. These negotiations are part of
a capital restructuring that senior management has underway.

EarthShell Corporation is a development stage company engaged in
the licensing and commercialization of proprietary composite
material technology for the manufacture of foodservice disposable
packaging, including cups, plates, bowls, hinged-lid containers,
and sandwich wraps. In addition to certain environmental
characteristics, EarthShell Packaging is designed to be cost and
performance competitive compared to other foodservice packaging
materials. Visit its website at http://www.earthshell.com/


EGAIN COMMUNICATIONS: Stock Now Trades on OTC Bulletin Board
------------------------------------------------------------
eGain Communications Corporation (NASDAQ: EGAN), a leading
provider of customer service and contact center software to the
Global 2000, announced that effective with the opening of business
on March 8, 2004 its common stock is no longer listed on the
NASDAQ Small Cap Market. The common stock now trades on the Nasdaq
operated Over-the-Counter Bulletin Board (OTCBB) under the symbol
"EGAN." The change is required because eGain no longer meets
minimum shareholder equity requirements for continued listing on
NASDAQ.

Ashu Roy, CEO of eGain, commented, "We have sought to prudently
fund our business through a combination of debt as well as equity
financing. At the same time, we have demonstrated steady
improvement, year over year, in our business performance thanks to
our focused product leadership, superior customer service and
stellar team. Over the next few quarters, we plan to fund our
business growth with new investments that may enable us to regain
compliance with the NASDAQ SmallCap requirements."

               About eGain Communications Corporation

eGain (NASDAQ: EGAN) is a leading provider of customer service and
contact center software and services, trusted by world-class
companies to achieve and sustain customer service excellence for
over a decade. eGain Service 6, the company's software suite,
available licensed or hosted, includes integrated, best-in-class
applications for customer email management, live web
collaboration, service fulfillment, knowledge management, and web
self-service. These robust applications are built on the eGain
Service Management Platform (eGain SMP), a scalable next-
generation framework that includes end-to-end service process
management, multi-channel, multi-site contact center management, a
flexible integration approach, and certified out-of-the-box
integrations with leading call center, content and business
systems.

Headquartered in Sunnyvale, California, eGain has an operating
presence in 18 countries and serves over 800 enterprise customers
worldwide. To find out more about eGain, visit
http://www.eGain.com/or call the company's offices -- United  
States: (888) 603-4246 ext. 9; London: +44 (0) 1753-464646; Tokyo:
81-3-5778-7590.

At December 31, 2003, eGain Communications Corporation's balance
sheet shows increased accumulated deficit of about $313 million,
thus whittling down the Company's total shareholders' equity to
about $1.2 million from about $4 million six months ago.


EMAGIN CORP: Secured Noteholders Convert Debt to Common Stock
-------------------------------------------------------------
eMagin Corporation (AMEX: EMA), the leading manufacturer of active
matrix OLED microdisplays and virtual imaging systems, has moved
to eliminate debt and lay the groundwork for growth. Holders of
the company's Secured Convertible Notes due November 2005 have
agreed to an early conversion of 100% of their outstanding notes
and accrued interest to common stock.

The total amount of the Notes plus accrued interest amounted to
$8,567,424, and will be convertible into approximately 11,394,621
shares. Net of effects from expensing unamortized amounts
remaining for original issue discounts and beneficial conversion,
the conversion is expected to add approximately $6.95 million to
Shareholders' Equity.

According to Gary Jones, eMagin's chief executive officer and
president, "Achieving this remarkable transformation in our
overall financial position is the product of the dedication and
confidence of our investors, employees, Board, suppliers, and
customers. We are grateful to them all. The resulting increase in
shareholders' equity, the reduction of fixed charges, and the
reduction of almost all interest expense will be important factors
as we approach new investors, customers, and potential strategic
partners. In addition, issuing these warrants at over current
market price represents the potential for an additional source of
equity capital to help fuel our growth."

Mr. Jones also noted that the action completes financial
restructuring transactions initiated early last year.

The Noteholders agreed to the early conversion in exchange for the
issuance of 2.5 million warrants with a strike price of $2.76 per
share. Sixty percent, or 1.5 million, of the warrants have a term
of 12 months from date upon which the registration of the
underlying shares is declared effective or December 31, 2005,
whichever is later. The remaining warrants have a term of 48
months from date upon which the registration of the underlying
shares is declared effective.

The Notes themselves had a face value of $7,825,000 and were
issued or amended as part of an April 2003 financing. The
Conversion prices for the Notes were set at the time of their
initial issuance and will result in the issuance of 11,095,257
shares. The interest accrued on the Notes amounted to
approximately $742,424 and is planned to be paid through the
issuance of approximately 299,364 shares of the Company's common
stock based upon the closing price at the time of the Agreement.

                   About eMagin Corporation

eMagin -- whose September 30, 2003 balance sheet shows a total
shareholders' equity deficit of $3,499,669 -- is a leader and
innovator in near-to-the-eye virtual imaging technologies and
products, integrating high resolution OLED displays (smaller than
one-inch), magnifying optics, and systems technologies to create a
virtual image that appears comparable to that of a computer
monitor, a large-screen television, or even a theater-like
experience eMagin's microdisplay systems are expected to enable
new mass markets for wearable personal computers, wireless
Internet appliances, portable DVD-viewers, digital cameras, and
other emerging applications for consumer, industrial, and military
applications. The company has developed unique technology for
producing high performance OLED-on-silicon microdisplays and
related optical systems. eMagin is the only company to announce,
publicly show and sell full-color active matrix OLED-on-silicon
microdisplays. eMagin also licenses OLED technology from Eastman
Kodak Company. The company supplies these displays in commercial
quantity to OEMs. In addition, the company sells integrated
modules to military, industrial and medical customers. eMagin's
corporate headquarters and microdisplay operations are co-located
with IBM on its campus in East Fishkill, N.Y. Optics and system
design facilities are located at its wholly owned subsidiary,
Virtual Vision, Inc., in Redmond, WA. Website:
http://www.emagin.com.


ENGINE ELECTRONICS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Engine Electronics Inc.
        aka CompuFire
        196 University Parkway
        Pomona, California 91768

Bankruptcy Case No.: 04-14475

Type of Business: The Debtor specializes in parts for Harley,
                  Volkswagen, and Honda.  See
                  http://www.compufire.com/

Chapter 11 Petition Date: March 1, 2004

Court: Central District of California (Los Angeles)

Judge: Maureen Tighe

Debtor's Counsel: Catherine M. Castaldi, Esq.
                  2600 Michelson Drive, Suite 700
                  Irvine, CA 92612
                  Tel: 949-752-7100

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
------                        ---------------       ------------
Ingram, Shirley or Roger      Note                      $250,000
L. Ingram

Solazzo, Roseann, Lincoln     Note                      $234,272
Trust Co IRA Acct. #61096445

Carpenter, Robert             Note                      $150,000

McDaniel, Muriel Rev.Liv.Trs. Note                      $116,710

Wenger, Leon                  Note                      $116,097

DiVall, Betty Jean L.         Note                      $112,482
Trustee

Pasching Trust, Barbara       Note                      $100,000

Ingram, Shirley H. or         Note                      $100,000
Alvin Lee Ingram

Tipton, Charles, Lincoln      Note                      $100,000
Trust Co.

Wright, Leonard I. or         Note                       $78,045
Donna T.

Carver, Robert W. or          Note                       $75,000
Deborah T.

Wells, M.B., Trustee          Note                       $75,000

Ingram, Shirley H. or         Note                       $75,000
Karen Ingram Munsey

Ingram, Shirley H. or         Note                       $75,000
Karen Ingram Munsey

Fisser, Gerrit, Lincoln       Note                       $72,668
Trust

Carpenter, Robert             Note                       $70,000

Ingram, Shirley H. or         Note                       $62,980
Karen Ingram Munsey

Bilenski Family Trust         Note                       $60,000

Ingram, Shirley H. or         Note                       $55,000
Alvin Lee Ingram

Solazzo, Roseann, Lincoln     Note                       $54,740
Trust Co.


ENRON CORP: Court Okays Enron Canada & Papiers Amalgamation
-----------------------------------------------------------
Papiers Stadacona Ltee. is engaged in the business of producing
newsprint, directory paper and paperbound at a pulp and paper
mill in Quebec City, Quebec; the operation of a sawmill in St.
Emile, Quebec; and the ownership of 13,100 hectares of private
timberlands in Quebec.

The issued and outstanding share capital of Papiers is composed of
1,100 Class A Shares and one Class C Preferred Shares, all of
which are held by Stadacona Holdco 3, Inc.  Holdco 3 is a wholly
owned indirect subsidiary of 4138198 Canada, Inc., formerly known
as Compagnie Papiers Stadacona Ltee. Compagnie Papiers is a wholly
owned subsidiary of EIM Holdings II, B.V., a Netherlands
corporation and intermediate holding company owned indirectly by
Debtors Enron Corporation and Enron North America Corporation.

Enron Canada Corporation, a non-debtor affiliate of Enron, is a
corporation incorporated pursuant to the Canada Business
Corporation Act.  

                    The Amalgamation

To take advantage of the non-capital losses carried forward by
Enron Canada, Papiers and Enron Canada will amalgamate into an
Amalgamated Entity, pursuant to the provisions of the Canada
Business Corporations Act.  In furtherance thereof, Papiers and
Enron Canada proposed and obtained approval to enter into an
Amalgamation Agreement wherein:

   (i) the 1,100 Class A Shares and the one Class C Preferred
       share of Papiers held by Holdco 3 will be exchanged for
       1,000,000 shares of Amalgamated Entity Class C Preferred
       and 100,000 shares of Amalgamated Entity Class D
       Preferred;

  (ii) the one share of Enron Canada Common held by ENA will be
       exchanged for one share of Amalgamated Entity Common;

(iii) the 846,370,176 shares of Enron Canada Class A Preferred
       held by ECPC will be exchanged for 846,370,176 shares of
       Amalgamated Entity Class A Preferred; and

  (iv) the 1,039,504,347 shares of Enron Canada Class B
       Preferred held by Enron will be exchanged with
       1,039,504,347 shares of Amalgamated Entity Class B
       Preferred.

Pursuant to the Amalgamation Agreement, Papiers and Enron Canada
propose that shares of Amalgamated Entity Class C Preferred and
Amalgamated Entity Class D Preferred will be issued to Holdco 3
in the Amalgamation in exchange for all of the issued and
outstanding shares in Papiers.  

Immediately prior to the Amalgamation, Papiers will pay, to the
extent it is able under applicable law, a dividend to Holdco 3 of
all of its cash in excess of CN$1,105,000 -- the amount of cash
which is to be sold to White Birch under the Purchase Agreement.  
In addition, Mr. Sosland states, Holdco 3 will contribute from
the dividend, or from cash contributed indirectly by Compagnie
Papiers, $1,500,001 to Amalgamated Entity representing a $1
purchase price for, and stated capital amount of, one share of
Amalgamated Entity Class E Preferred and a capital contribution
of $1,500,000.  Amalgamated Entity will subsequently purchase or
redeem the Amalgamated Entity Class E Preferred from Holdco 3 for
the $1 stated capital amount.

After the Amalgamation, Papiers' indirect parent, Compagnie
Papiers and Holdco 3 will agree to indemnify Amalgamated Entity
for any losses it incurs as result of the ownership and operation
of the former assets of Papiers, the assumption of Papiers'
liabilities, the Sale Transaction and the use of its non-capital
losses in connection with the Sale Transaction.  In the Compagnie
Papiers/Holdco 3 Indemnification, Compagnie Papiers and Holdco 3
will agree between themselves that Compagnie Papiers will pay all
amounts due thereunder to the extent that Compagnie Papiers is
able before Holdco 3 is liable to pay any amount thereunder, but
the agreement between Compagnie Papiers and Holdco 3 will not
limit the rights of Amalgamated Entity.

Enron will agree to indemnify Amalgamated Entity for any losses
it incurs solely as a result of the use of its non-capital losses
in connection with the Sale Transaction; provided, however,
Enron's liability under the Backup Indemnity Agreement will be
limited to 50% of the loss suffered by Amalgamated Entity arising
out of its use of its net operation losses in connection with the
Sale Transaction that Compagnie Papiers and Holdco 3 are unable
to satisfy due to an adverse result in the Mizuho Litigation.  
Enron's liability for expenses incurred in defending an
assessment for taxes due as a result of the use of the non-
capital losers in connection with the Sale Transaction and for
other reasons will be limited to 50% of the pro rated amount of
the expenses based on the relationship of tax deficiency assessed
attributable to the use of the net operation in connection with
the Sale Transaction to the total tax assessed against
Amalgamated Entity for all uses of its non-capital loss.  Enron's
indemnity will be payable at the option of Enron in cash, by
offset of amounts due from Amalgamated Entity or a combination
thereof.

Enron and ENA believe that the Backup Indemnity Agreement is
necessary to preserve the relative economic benefits held by
Enron and ENA of Papiers and Enron Canada prior to the
Amalgamation.

Immediately following the Amalgamation, the shareholders of
Amalgamated Entity, including ENA and Enron, will execute a
unanimous shareholders' agreement, pursuant to which the
shareholders of Amalgamated Entity will assume the role of its
directors.

Accordingly, Enron and ENA sought and obtained the Court's
approval and authorization for:

   (a) their consent to the Amalgamation in accordance with the
       terms set forth in the Amalgamation Agreement;

   (b) Enron's entry into the Backup Indemnity Agreement;

   (c) Enron and ENA's entry into the Unanimous Shareholders
       Agreement; and

   (d) ENA's consent to the issuance, and repurchase or
       redemption, of the Amalgamated Entity Class E Preferred.
       (Enron Bankruptcy News, Issue No. 100; Bankruptcy
       Creditors' Service, Inc., 215/945-7000)


EQUIPMENT ETCETERA: Case Summary & 35 Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: Equipment Etcetera, Inc.
             2148 Federal Avenue #3
             Los Angeles, California 90025

Bankruptcy Case No.: 04-13883

Debtor affiliates filing separate chapter 11 petitions:

   Entity                                     Case No.
   ------                                     --------
   5th & Sunset Enterprises, Inc.             04-13880

Chapter 11 Petition Date: February 23, 2004

Court: Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Martin J. Brill, Esq.
                  Levene, Neale, Bender, Rankin & Brill
                  1801 Avenue of the Stars, Suite 1120
                  Los Angeles, CA 90067
                  Tel: 310-229-1234

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

A. Equipment Etcetera, Inc.'s 15 Largest Unsecured Creditors:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
FM Ring                                                 $401,025
20 West 47th Street
New York, NY 10036

Balboa Capital                Lease of equipment         Unknown

Balboa Capital                Lease of equipment         Unknown

Bank of the West              Lease of equipment         Unknown

BNY Midwest Trust Company     Lease of equipment         Unknown

Charter Financial             Lease of equipment         Unknown

Colonial Equipment Leasing    Lease of equipment         Unknown

Colonial Pacific Leasing                                 Unknown

El Dorado Bank                Lease of equipment         Unknown

El Dorado Bank                Lease of equipment         Unknown

First International Bank      Lease of equipment         Unknown

Imperial Business Credit      Lease of equipment         Unknown

Manifest Group                Lease of equipment         Unknown

Profoto USA Inc.              Lease of equipment         Unknown

Wells Fargo Equipment Finance Equipment Lease            Unknown

B. 5th & Sunset Enterprises' 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
American Express                           $410,000
600 3rd Avenue, 23rd Floor
New York, NY 10016

Daryl Derus                                $145,000

Samys Camera                               $103,185

PRS                                         $66,885

Brazen                                      $55,506

Celestine Agency                            $48,750

Risco                                       $40,000

Gulf Insurance Group                        $28,474

Castex Rentals                              $26,740

Feast on Us                                 $23,000

Flatbush & J                                $21,000

Christina Ehrlich                           $20,538

Fleshtone                                   $20,000

Fotocare                                    $19,900

United States Dressing Corp.                $15,125

MLS Limousine                               $14,348

Royal Messenger Service                     $13,000

Enterprise Rental                           $12,685

Siegel, Sacks, Press & Lacher               $10,250

Quick Send Productions, Inc.                $10,000


ETHYL CORP: Directors Vote to Recommend Holding Company Structure
-----------------------------------------------------------------
The Board of Directors of Ethyl Corporation (NYSE: EY) have
unanimously voted to recommend to its shareholders that the
Company move to a holding company structure. Under this structure,
Ethyl would become a wholly owned subsidiary of a new holding
company to be named NewMarket Corporation.

As part of the process, Ethyl has caused to be filed a
Registration Statement on Form S-4 with the Securities and
Exchange Commission to register the securities of NewMarket
Corporation. The current shareholders of Ethyl would become
shareholders of NewMarket Corporation upon the closing of the
transaction. Ethyl has received a private letter ruling from the
Internal Revenue Service that the proposed transaction will
constitute a tax-free exchange for federal income tax purposes and
that holders of Ethyl common stock will not recognize gain or loss
on the conversion of Ethyl common stock into NewMarket common
stock. Implementation of this change is subject to a number of
conditions, including the approval by the Ethyl shareholders at
Ethyl's next annual meeting. Subject to these conditions and
shareholder approval, the transaction is expected to close during
the second half of the year.

Ethyl Corporation develops, manufactures, blends, and delivers
chemical additives that enhance the performance of petroleum
products. From custom-formulated chemical blends to market-general
additive components, Ethyl provides the world with the technology
to make fuels burn cleaner, engines run smoother and machines last
longer.

                         *   *   *

As reported in the Troubled Company Reporter's December 9, 2003
edition, Standard & Poor's Rating Services revised its outlook on
Ethyl Corp. to positive from stable as a result of the company's
continued debt reduction, favorable business prospects and an
improved financial profile. At the same time, Standard & Poor's
affirmed its 'B+/Positive/--' corporate credit rating and other
ratings on the company. Ethyl, based in Richmond, Virginia, is a
global manufacturer of fuel and lubricant additive products and
has about $222 million of debt outstanding.

The ratings reflect Ethyl Corp.'s below-average business profile
that reflects the highly competitive nature of the global
petroleum additives industry, exposure to volatile raw material
costs and the vagaries of economic cycles, offset by an improved
financial profile following the company's recent refinancing and
continued debt reduction efforts. Petroleum additives are
specialty chemicals that improve the performance of fuels,
automotive crankcase oils, transmission and hydraulic fluids,
and industrial engine oils.


EXIDE TECH: Asks Court to Stretch Solicitation Period to May 15
---------------------------------------------------------------
The Exide Tech. Debtors' exclusive period to solicit acceptances
to a reorganization plan was voluntarily terminated as to the
Official Committee of Unsecured Creditors and the Agent to the
Prepetition Lenders pursuant to a Court Order dated
January 22, 2004.  The same Order extended the Debtors' exclusive
period to solicit acceptances for all other parties to
February 15, 2004.  

Subsequently, the Debtors ask the Court to further extend their
Solicitation Period, for parties other than the Creditors
Committee and the Agent to the Prepetition Lenders, through and
including May 15, 2004.

James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub PC, in Wilmington, Delaware, relates that the Debtors
seek the requested extension in good faith.  The Debtors believe
that, in light of the agreement with the Creditors Committee and
the Agent to a Joint Plan and the fact that the exclusivity
terminated for these two entities on January 22, 2004, there is
clearly no risk of harm to creditors.  The progress the Debtors
have made has been substantial and demonstrable.

Mr. O'Neill points out that the Debtors are not seeking an
extension to delay administration of their cases.  In fact, it is
imperative to a successful reorganization that the Chapter 11
cases continue to proceed at a rapid rate.

The Court will convene a hearing on March 15, 2004, to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2, the
Debtors' Solicitation Period deadline is automatically extended
through the conclusion of that hearing.

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

  
FLEMING: Wants to Walk Away from 40-Some Burdensome Contracts
-------------------------------------------------------------
The Fleming Companies, Inc. Debtors want to walk away from
hundreds of unexpired non-residential real property leases,
personal property leases, and executory contracts that have not
previously been designated for assumption and which are related to
the Wholesale Distribution Business.  The Debtors want to reject
the leases and contracts effective as of February 29, 2004.

Under the Asset Purchase Agreement, C&S Acquisition and certain
third-party purchasers are authorized to direct the Debtors to
reject contracts and leases associated with the Wholesale
Distribution Business, and they have so instructed the Debtors in
connection with these leases.  Therefore, unless the Debtors are
authorized to reject these agreements, the Debtors would be in
breach of the APA and would incur administrative expenses arising
under the rejected agreements while deriving no value from them.

The Debtors have surrendered the real property locations to the
landlords by February 29, 2004.  They have previously provided
two weeks' notice of their intent to reject.  Any personal
property have been returned or made available to the lessors by
the February 29 date.

The contracts and leases include agreements with:

   * 2745 Partners LLC,
   * Abbyland Foods Inc.,
   * AC Nielsen Company,
   * Alabama Power Company,
   * Bar S Foods Company,
   * Bausch & Lomb Inc.,
   * Bakery Confectionary Tobacco Workers &
     Grain Millers International Local Union,
   * Beatrice Foods Company,
   * Best Foods,
   * Campbell Soup Company,
   * Chicken of the Sea,
   * CMD Realty Investment Fund II LP,
   * Coca-Cola Bottlers,
   * Colgate-Palmolive Company,
   * ConAgra Foods Inc.,
   * Dean Specialty Foods,
   * DLM Foods LLC,
   * Duracell USA,
   * EJP International,
   * Faultless Starch/Bon Ami Company,
   * GE Capital Equipment Leasing,
   * General Mills,
   * Gerber Products Inc.,
   * Heinz North America,
   * IBM Credit Corporation,
   * J. Edward Lamb & Co. doing business as
     Community Supermarket,
   * Jones & Owenby Inc.,
   * Keebler Company,
   * Kellogg Sales Company,
   * Land O'Lakes Inc.,
   * Las Vegas Convention Center,
   * Meyercord Company,
   * News America Marketing In-Store Services,
   * Nixon Power Services Company,
   * Olde Towne Markets LLC,
   * Prague IGA Grocery Inc.,
   * Ronald Bailey Real Estate,
   * Stage Centre LP,
   * Sunwest Properties NC,
   * W. H. Koch Company Inc.,
   * Westwood United Super Inc., and
   * Xerox Equipment Leasing

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


FLEXPOINT SENSOR: Utah Court Confirms Chapter 11 Plan
-----------------------------------------------------
The United States Bankruptcy Court for the District of Utah
confirmed Flexpoint Sensor System Inc.'s (Pink Sheets: FLXT)
Chapter 11 Bankruptcy plan on February 24, 2004 with an effective
date of March 5, 2004.

The approved plan includes a 7-to-1 reverse split of Flexpoint's
common shares, which will reduce the number of common shares
outstanding from 76,534,703 to approximately 10,933,529. As a
result, each existing Flexpoint stockholder will receive 1 new
share of common stock under its new ticker symbol, FLXT, in
exchange for 7 old shares of FLXP. As an additional step of the
plan, the company will issue 6,879,474 new shares of stock to
satisfy existing creditors of the company.

CEO of Flexpoint, John Sindt, commented; "We have waited three
years for this day, and it's very satisfying to see the progress
that Flexpoint and its technology have made. I am ecstatic with
the response from vendors who have been patiently waiting for the
approval of the bankruptcy. Our technology has not diminished in
value, and in fact, has increased as a leader in automotive,
medical, and industrial control applications. This technology is
even stronger today then when we entered bankruptcy protection.
You will see in the very near future the validation of our
technology through new venders, orders and sales. I can't tell you
how satisfying this is to see such a great company and
technologies emerge from bankruptcy, poised for success."

Flexpoint Sensor Systems, Inc. has developed and patented the Bend
Sensor technology. The Bend Sensor is a technological breakthrough
that offers a superior solution for applications that require
accurate measurement and sensing of deflection, acceleration and
range of motion. Global market opportunities include automotive,
medical, industrial controls, government, health and fitness,
security, computer, aerospace, transportation and consumer
products.


FLOWSERVE CORP: Will Present at Citigroup's Conference Today
------------------------------------------------------------
Flowserve Corp. (NYSE:FLS) will be presenting at the Citigroup
Smith Barney Global Industrial Manufacturing Conference today,
March 9, 2004 in New York. The live presentation can be accessed
through the company's website at http://www.flowserve.com/or at  
http://www.veracast.com/webcasts/sbcitigroup/industrial-
manufacturing- 2004/78109469.cfm beginning at 2:15 p.m. EST.

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


FOOTSTAR INC: Plans to Close About 165 Underperforming Stores
-------------------------------------------------------------
Footstar, Inc. plans to take action to strengthen and refocus its
athletic footwear business. The Company intends to close in the
near term approximately 165 underperforming stores, including all
of its 88 Just For Feet stores and 77 of its 429 Footaction
stores.

In a motion filed with the Court Friday, the Company has requested
authorization to hold Going out of Business Sales at these
locations and to establish an auction process for the retention of
a liquidation agent to assist with these sales.

Dale Hilpert, Chairman, President and Chief Executive Officer,
commented, "We are conducting a thorough review of our operations
as we work to develop a long-term business strategy that will form
the basis of a Plan of Reorganization. While this analysis is
underway, we determined that it would be in the best interests of
the Company and its creditors to take immediate action to reduce
losses in the Company's Athletic segment. The Just For Feet
business has been unprofitable since its acquisition in 2000,
primarily as a result of its high lease costs. By exiting this
business and closing 77 unprofitable Footaction stores, we will
have a financially stronger core Athletic division, consistent
with our objective of refocusing our resources on a more
profitable business base."

R. Shawn Neville, President and Chief Executive Officer of
Footstar's Athletic segment, said, "Following the closings,
Footaction will operate 352 stores with continued strength and
focus in major metropolitan markets across the country. With this
more focused store base, we will be better able to build upon our
leadership position with our core athletic consumers. We look
forward to capitalizing on Footaction's unique competitive
strengths to reposition this business for financial stability and
improved profitability."

Mr. Hilpert concluded, "We deeply regret the impact the closings
will have on our Associates, and will do what we can to help ease
the transition for those who are affected. However, we strongly
believe this action will be a critical component in Footstar's
successful reorganization."

Liquidation sales at the closing stores are anticipated to begin
shortly after Court approval is received. The closures are
expected to be completed by summer. Affected associates will be
paid as normal until their locations close.

A list of the stores the Company expects to close, subject to
Court approval, is available on http://www.footstar.com/in the  
Restructuring Information section.

                    Footstar Background

Footstar, Inc., with annual revenues of approximately $2.0 billion
and 14,087 associates, is a leading footwear retailer. The Company
offers a broad assortment of branded athletic footwear and apparel
through its two athletic concepts, Footaction and Just For Feet
and their websites, http://www.footaction.com/and  
http://www.justforfeet.com/and discount and family footwear  
through licensed footwear departments operated by Meldisco. The
Company operates 429 Footaction stores in 40 states and Puerto
Rico, 88 Just For Feet superstores located predominantly in the
Southern half of the country, and 2,496 Meldisco licensed footwear
departments and 39 Shoe Zone stores. The Company also distributes
its own Thom McAn brand of quality leather footwear through Kmart,
Wal-Mart and Shoe Zone stores.


GALEY & LORD: Exits Bankruptcy with New Directors & $70M Financing
------------------------------------------------------------------
Galey & Lord, Inc. emerged from Chapter 11 and gone effective
under its Plan of Reorganization (which, as previously announced,
was confirmed by the U.S. Bankruptcy Court on February 9, 2004).

In accordance with the Plan of Reorganization, the Company has a
$70 million exit financing facility from General Electric Capital
Corporation of which approximately $22 million was drawn upon
emergence. John J. Heldrich, the newly-promoted President and CEO
of Galey & Lord commented, "We are pleased to emerge from Chapter
11, and I would like to thank the Company's customers, employees,
and suppliers for their continued support. Their loyalty has made
it possible to reach this point."

Mr. Heldrich will serve on the board of directors of Galey & Lord,
along with Blon Dean Brown, Jr., Managing Director of Hampshire
Advisory Partners; Lawrence F. Himes, President and CEO of Duro
Textiles LLC; John Kourakos, former President of Warnaco
Sportswear Group; Charles W. McQueary, Chairman of the Board and
Managing Partner of Corinthian Health Services, Inc.; Richard
Redden, former Chief Operating Officer of Lee Jeans and Forstmann
Industries; and Michael Rich, Portfolio Manager of Highland
Capital Management. With the Company's successful emergence from
bankruptcy, Peter A. Briggs, a Managing Director with turnaround
consulting firm Alvarez & Marsal, LLC, has completed his role as
Chief Restructuring Officer.

The Company believes it is the market leader in producing
innovative woven sportswear fabrics as a result of its expertise
in sophisticated and diversified finishing. Fabrics are designed
in close partnership with a diversified base of customers to
capture a large share of the middle and high end of the
bottomweight woven market. The Company also believes it is one of
the world's largest producers of differentiated and value-added
denim products. The Company and its foreign subsidiaries employ
approximately 3,300 employees in the United States and 215
employees in its owned foreign operations. The Company and its
joint venture interests operate in the U.S., Canada, Mexico, Asia,
Europe and North Africa.


GENERAL MEDIA: Penthouse Magazine Publisher Files Amended Plan
--------------------------------------------------------------
General Media Inc., the publisher of Penthouse magazine, has filed
an amended reorganization plan that would allow parent Penthouse
International Inc. to retain ownership of the magazine, the
Associated Press reported. General Media, along with eight units,
filed for chapter 11 bankruptcy protection in August. The company
previously said it expected to complete its restructuring and
emerge from bankruptcy by late February to early March.

In a news release, General Media said holders of its 15 percent
senior notes due this year and the company's general unsecured
creditors would receive cash payment of their allowed claims in
full under the plan, if confirmed. Also, the company's outstanding
Class A preferred stock would be reinstated, and the common stock
of the reorganized company would be issued to Penthouse
International, which hasn't filed for bankruptcy protection and
currently owns 99.5 percent of General Media, AP reported. (ABI
World, March 5, 2004)


GEO GROUP: S&P Places Low-B Level Ratings on Watch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and 'B' senior unsecured debt ratings on prison and
correctional services company The GEO Group Inc. (formerly known
as Wackenhut Corrections Corp.) on CreditWatch with negative
implications after an announcement by Danish company Group 4 Falck
that GEO had made a bid for its prison management unit, Global
Solutions.

The 'BB-' senior secured debt rating and preliminary 'B'/'B-'
senior unsecured/subordinated debt shelf ratings were also placed
on CreditWatch with negative implications. Negative implications
means that the rating could be lowered or affirmed following
Standard & Poor's review.

Boca Raton, Florida-based GEO had about $311 million of total debt
outstanding at Sept. 28, 2003.

According to the announcement by Group 4 Falck, GEO has submitted
a bid of œ200 million pounds (about $364 million) for Global
Solutions.      

"Although the terms of the bid were not publicly disclosed, the
potential incremental debt related to the purchase, if
consummated, would exacerbate an already highly leveraged capital
structure," said Standard & Poor's credit analyst David Kang. "If
GEO's bid is successful, Standard & Poor's expects it to finance
the transaction using a portion of its reported cash on hand,
which was $120 million at Sept. 28, 2003. However, the company
would also likely require additional debt financing, given the
size of the potential purchase price."

Standard & Poor's will continue to monitor developments and meet
with management to discuss GEO's capital structure and financial
policies before resolving the CreditWatch listing.


GEO SPECIALTY: Pursues Lender Talks to Cure Bond Default
--------------------------------------------------------
GEO Specialty Chemicals, Inc. announced that it continues to
engage in active negotiations with its senior lenders and a group
representing a majority in value of its unsecured lenders
regarding a financial restructuring of the company's balance
sheet. GEO also said that events of default have occurred under
both the indenture governing the company's 10-1/8% senior
subordinated notes and the company's senior credit facility
because the company failed to make its bond interest payment
within the 30-day grace period that commenced February 2.

"We are continuing discussions aimed at securing the best future
for GEO and its stakeholders and are confident that a satisfactory
resolution will be negotiated to the benefit of all parties
involved," said George P. Ahearn, GEO's President and Chief
Executive Officer. "Our senior lenders and bondholders remain at
the negotiating table with us with the objective of promptly
finalizing the restructuring of GEO's finances in the coming
weeks."

"As we work to reduce our debt through a consensual restructuring,
our underlying business, exclusive of financing costs and credit
concerns, remains cash positive," said William P. Eckman, Chief
Financial Officer of GEO, who added, "We will make every effort to
safeguard the interests of our customers, vendors and employees in
the course of this restructuring."

Although GEO is actively pursuing discussions towards a final
agreement on a financial restructuring, there can be no assurance
that such an agreement will ultimately be reached.

GEO is a global manufacturer of specialty chemicals serving the
water- treatment, rubber and plastics, coating, construction,
opto-electronics and compound semiconductor industries. GEO has
eighteen plants in the USA, two plants in Europe and one plant in
Australia.


GLOBAL CROSSING: Inks Stipulation Lifting Stay for KDDI America
---------------------------------------------------------------
KDDI America, Inc. and Global Crossing Telecommunications, Inc.
are parties to:

   (a) a certain Master Services Agreement dated as of
       May 17, 1999, pursuant to which KDDI sold
       telecommunications services to GCTI; and

   (b) a certain Service Exchange Agreement dated as of
       September 10, 2001, pursuant to which KDDI and GCTI
       exchanged minutes on their networks between the United
       States and Japan.

In addition, KDDI and Global Crossing Bandwidth, Inc. are parties
to a certain Carrier Service Switchless Agreement dated as of
May 20, 1998, pursuant to which KDDI purchased telecommunications
services from GCB, which included an agreement wherein GCB
provided to KDDI domestic private line services.

On September 27, 2002, KDDI filed a proof of claim for $1,042,253
against the GX Debtors.

On October 8, 2002, KDDI asked the Court for relief from the
automatic stay.  The Debtors objected to KDDI's request.  A
preliminary hearing was then held and the Court requested
additional briefing to determine whether to move forward with an
evidentiary hearing.

On October 31, 2002, the Bankruptcy Court approved the procedures
for the Assumption of Executory Contracts and Unexpired Non-
residential Real Property Leases and fixed the associated Cure
Costs.  Pursuant to the Assumption Procedures Order, the Debtors
were authorized to, among other things, create a database listing
the executory contracts and unexpired non-residential real
property leases that they wanted to assume and the cure costs to
be satisfied in accordance with Section 365(b)(1)(A) of the
Bankruptcy Code.  Among all the Debtors' contracts, 13, including
the Carrier Service Agreement, were identified on the Database as
KDDI contracts, each with a $0 cure cost.

On December 6, 2002, KDDI objected to the proposed assumption of
the 13 executory contracts on the grounds that, inter alia, the
Debtors failed to provide a sufficient description by which KDDI
could identify the executory contracts at issue.

In July 2003, the Debtors' counsel notified the counsel for KDDI
that the Debtors intended to:

   * assume only the Carrier Service Agreement; and

   * reject the Service Exchange Agreement and the Master
     Services Agreement as of the Plan Effective Date.

KDDI asserted that the Carrier Service Agreement is interrelated
with, and modified by, certain other agreements and, as such,
could not be assumed alone.  The Debtors deny this assertion and
contend that the Carrier Service Agreement is not interrelated
with, or modified by, any other agreements and, therefore, may be
assumed by itself.

Because the parties want to resolve their disputes consensually,
they agreed to adjourn the status conference with respect to the
Stay Motion and the hearings with respect to the Assumption
Objection.  On October 9, 2003, the parties represented to the
Court that the disputes in the Stay Motion, the Stay Objection
and the Assumption Objection were resolved.  In this respect, the
Court approved the rejection of the Master Services Agreement and
the Service Exchange Agreement, and authorized the Debtors to
assume the Carrier Service Agreement.

After extensive arm's-length negotiations, the parties entered
into a stipulation, which the Court approved.  The parties agree
that:

   (1) KDDI withdraws the Assumption Objection, Stay Motion, and
       Proof of Claim with prejudice;

   (2) The Debtors withdraw the Stay Objection with prejudice;

   (3) The parties agree that KDDI is allowed a prepetition
       unsecured claim against the Debtors for $132,120, and the
       remaining prepetition balance owed by KDDI to the Debtors
       will be $0;

   (4) Nothing contained in the Stipulation is to be construed as
       an admission of KDDI or the Debtors as to the merits of
       either the Stay Motion, Stay Objection or the Assumption
       Objection;

   (5) KDDI waives any and all Claims, including any Claims
       arising under Chapter 11 of the Bankruptcy Code, against
       any of the Debtors and is barred from asserting any and
       all Claims, but solely to the extent such Claims are
       related to or arising under the Agreements, on or before
       April 30, 2003; and

   (6) The Debtors waive any and all Claims, including any Claims
       arising under Chapter 11 of the Bankruptcy Code, against
       KDDI, and are barred from asserting any and all Claims but
       solely to the extent such Claims are related to or arising
       under the Agreements, on or before April 30, 2003.

Headquartered in Florham Park, New Jersey, Global Crossing Ltd.
-- http://www.globalcrossing.com/-- provides telecommunications  
solutions over the world's first integrated global IP-based
network, which reaches 27 countries and more than 200 major cities
around the globe. Global Crossing serves many of the world's
largest corporations, providing a full range of managed data and
voice products and services. The Company filed for chapter 11
protection on January 28, 2002 (Bankr. S.D.N.Y. Case No. 02-
40188). When the Debtors filed for protection from their
creditors, they listed $25,511,000,000 in total assets and
$15,467,000,000 in total debts. (Global Crossing Bankruptcy News,
Issue No. 56; Bankruptcy Creditors' Service, Inc., 215/945-7000)


GOLD KIST: Prices $200 Million Senior Note Offering
---------------------------------------------------
Gold Kist Inc. prices its private offering of $200 million in
aggregate principal amount of 10.25 percent senior notes due 2014
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended. The closing of the offering is
expected to occur on or around March 10, 2004 and
is subject to customary closing conditions.

In connection with this offering, the company is in the process of
amending its credit facilities to, among other things, permit the
issuance of these notes.

The company intends to use the proceeds of the offering to
refinance senior credit facilities and repay certain term loans,
to pay expenses incurred in connection with this offering and the
amendment of the senior credit facilities and for general
corporate purposes.

                         *   *   *

As reported in the Troubled Company Reporter's February 23, 2004
edition, Standard & Poor's Ratings Services assigned its 'B+'
senior secured bank loan rating on the proposed amendment and
restatement to poultry cooperative Gold Kist Inc.'s existing $125
million senior secured revolving credit facility due 2007. At the
same time, Standard & Poor's assigned its recovery rating of '1'
to the bank credit facility. The 'B+' rating is one notch higher
than the corporate credit rating on Gold Kist; this and the '1'
recovery rating indicate a high expectation of full recovery of
principal in the event of a default.

Standard & Poor's also assigned its 'B-' senior unsecured debt
rating to Gold Kist's proposed $200 million senior notes due 2014.
In addition, Standard & Poor's assigned its 'B' corporate credit
rating. The senior unsecured rating is notched down from the
corporate credit rating because of the amount of secured debt.
There is $125 million under the senior secured revolving credit
facility and about $100 million of other debt instruments and
obligations outstanding that share in the bank collateral under an
inter-creditor agreement.

The outlook is stable.

"The ratings on Gold Kist reflect the inherent cyclical nature and
seasonality of the cooperative's agricultural-based poultry
business, low-margins, high debt levels, some geographic and
customer concentration, and moderate discretionary cash flow.
These factors are somewhat mitigated by the cooperative's position
as the third-largest poultry producer in this consolidating
industry, distribution through all channels--retail, food service,
and industrial--and a modest debt maturity schedule," said credit
analyst Jayne M. Ross.

Gold Kist is a farmer-owned agricultural marketing cooperative
with vertically integrated poultry operations principally located
in the southeastern part of the U.S. with about a 9% market share.
The company markets a wide variety of poultry products under its
own brands and private label. In addition, the cooperative has a
small pork production operation in the Southeast and has a joint
venture arrangement with Land O'Lakes Inc. in the form of a
limited liability hog sales and production company.


HAYES LEMMERZ: Hosting FY 2003 Conference Call on April 6
---------------------------------------------------------
Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) will host a
telephone conference call to discuss the Company's fiscal year-end
2003 financial results, on Tuesday, April 6, 2004, at 9:30 a.m.
(ET).

To participate by phone, please dial 10 minutes prior to the call:

    (800) 399.3882 from the United States and Canada
    (706) 634.4552 from outside the United States

Callers should ask to be connected to Hayes Lemmerz' earnings
conference call, Conference ID#6015620.
    
The conference call will be accompanied by a slide presentation,
which can be accessed that morning through the Company's web site,
in the Investor Kit/ presentations section at

http://www.hayes-lemmerz.com/investor_kit/html/presentations.html

A replay of the call will be available from 11:30 a.m., April 6,
2004 until midnight, April 14, 2004, by calling 1-800-642-1687
(within the United States and Canada) or (706) 645-9291 (for
international calls).  Please refer to Conference ID#6015620.

An audio replay of the briefing is expected to be available on the
Company's Web site beginning 48 hours after completion of the
briefing.

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


HOMAN INC: U.S. Trustee Names 5 Creditors to Official Committee
---------------------------------------------------------------
The United States Trustee for Region 9 appointed 5 creditors to
serve on an Official Committee of Unsecured Creditors in Homan,
Inc.'s Chapter 11 case:

      1. Consumers Concrete Corp.
         c/o Melissa Pinkster
         3508 S. Sprinkle Road
         Kalamazoo, Michigan 49001
         (269) 342-0136 Phone
         (269) 384-0974 Fax
      
      2. Koester Electric, Inc.
         c/o Jacqueline A. Koester
         1000 N. 2nd Street
         P. O. Box 125
         Coldwater, Ohio 45828
         (419) 678-3302 Phone
         (419) 678-8651 Fax

      3. W & W Concrete Co., Inc.
         c/o Richard W. Mynatt
         8201 W. County Line Road
         Roanoke, Indiana 46783
         (260) 672-2111 Phone
         (260) 672-3659 Fax

      4. Bryce Hill, Inc.
         c/o Bonnie Sowers
         2301 Sheridan Avenue
         Springfield, Ohio 45505
         (937) 325-0651 Phone
         (937) 323-6231 Fax

      5. St. Henry Tile Co., Inc.
         c/o Robert B. Homan
         281 W. Washington Street
         P. O. Box 318
         St. Henry, Ohio 45883
         (419) 678-4841 Phone
         (419) 678-8270 Fax

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 Maria Stein, Ohio, Homan, Inc.
-- http://www.homaninc.com/--  is a retailer of livestock  
materials handling equipment, construct buildings used for animal
confinement.  The Company filed for chapter 11 protection on
February 3, 2004 (Bankr. N.D. Oh. Case No. 04-30578).  
Steven L. Diller, Esq., represents the Debtor in its restructuring
efforts. When the Debtor filed for protection from its creditors,
it listed $5,315,023 in debts and an undetermined asset.


ISTAR FINANCIAL: Agrees to Sell $150MM Senior Floating Rate Notes
-----------------------------------------------------------------
iStar Financial Inc. (NYSE: SFI) has agreed to sell $150 million
of Senior Floating Rate Notes due 2007 to qualified institutional
investors in a transaction complying with Securities and Exchange
Commission Rule 144A and Regulation S.  The Notes will bear
interest at a rate per annum equal to three-month LIBOR plus
1.25%. The transaction is expected to close on March 12, 2004.

iStar Financial expects to use the net proceeds from the sale of
the Notes to repay secured indebtedness.

The Notes have not been registered under the Securities Act of
1933, as amended, or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.

iStar Financial (Fitch, BB Preferred Share Rating, Stable Outlook)
is the leading publicly traded finance company focused on the
commercial real estate industry. The Company provides custom-
tailored financing to high-end private and corporate owners of
real estate nationwide, including senior and junior mortgage debt,
senior, mezzanine and subordinated corporate capital, and
corporate net lease financing. The Company, which is
taxed as a real estate investment trust, seeks to deliver a strong
dividend and superior risk-adjusted returns on equity to
shareholders by providing innovative and value-added financing
solutions to its customers. Additional information on iStar
Financial is available on the Company's Web site at:

              http://www.istarfinancial.com/


IT GROUP: Committee Taps Kasowitz Benson as Litigation Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of IT Group, Inc., and its debtor-affiliates
sought and obtained the Court's authority to retain Kasowitz,
Benson, Tomes, & Friedman, LLP as special litigation counsel, nunc
pro tunc to December 16, 2003, in connection with the Committee's
investigation and prosecution of:

   (a) estate causes of action pursuant to the Joint Plan; and

   (b) potentially independent creditor causes of action.

The professionals at Kasowitz Benson who will be primarily
responsible for the services to be performed under the engagement
are:

   (1) partners:

       -- David S. Rosner, who has 14 years of experience in
          complex commercial litigation;

       -- David E. Ross, who has 23 years of experience in
          complex commercial litigation; and

       -- Andrew K. Glenn, who has 8 years of experience in
          complex commercial litigation; and

   (2) associate Scott H. Bernstein, who has 2 years of
       litigation experience.

Kasowitz Benson will be compensated in accordance with its
regular hourly rates:

             Partners and counsel        $475 - 690
             Associates                   200 - 450
             Legal assistants              95 - 150

The hourly rates of the attorneys are:

                  David S. Rosner          $650
                  David E. Ross             625
                  Andrew K. Glenn           550
                  Scott H. Bernstein        230

Kasowitz Benson will also be reimbursed for its actual, necessary
expenses incurred, including charges for:

   -- telephone and facsimile tolls,
   -- mail and express mail,
   -- special or hand delivery,
   -- document processing,
   -- photocopying,
   -- travel,
   -- "working meals,"
   -- computerized court reporters,
   -- document scanning,
   -- coding,
   -- LEXIS and Westlaw legal research, and
   -- experts.

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


ITC DELTACOM: BTI Merger Spurs Increased 4th Quarter Revenues
-------------------------------------------------------------
ITC DeltaCom, Inc. (Nasdaq: ITCD), a leading provider of
integrated communications services to customers in the
southeastern United States, reported operating results for the
three months and full year ended December 31, 2003.

As previously reported, the Company completed its merger with BTI
Telecom Corp. (BTI) in October 2003. The transaction created one
of the largest providers of integrated communications services in
the southeastern United States, with improved financial results
and enhanced cash flow. Based on the results of the combined
company in the fourth quarter of 2003, ITC DeltaCom had annualized
operating revenues of approximately $600 million and fourth
quarter 2003 EBITDA of approximately $12.4 million, including $2.0
million of merger-related expenses. The merger with BTI has:

     - Contributed to a significant increase between September 30,
       2003 and December 31, 2003 in the geographic size and scale
       of the Company, which owns approximately 10,900 miles of
       fiber network, has installed more than 435,000 access lines
       and has approximately 300 colocations and 26 voice switches
       as of December 31, 2003

     - Created a strong platform for financial and cash flow
       improvements based upon achievement of anticipated cost
       savings

     - Increased the Company's market share across its primary
       eight-state market

     - Decreased the Company's reliance upon less predictable
       wholesale service revenues, which represented 16.8% of
       total operating revenues in the fourth quarter 2003
       compared to 22.2% in the third quarter of 2003

     - Enhanced the Company's competitive position in the
       integrated communications services industry in the
       southeastern United States

Among additional 2003 highlights, which include the results of BTI
for the fourth quarter of 2003, the Company:

     - Increased its consolidated operating revenues by 10.3% over
       2002, reflecting a 32.4% increase in operating revenues
       from sales of the Company's core integrated communications
       services, which include its retail local, long distance and
       enhanced data services

     - Obtained a listing of its common stock on the NASDAQ
       SmallCap Market, and subsequent approval to list its common
       stock on the NASDAQ National Market received on March 4,
       2004

     - Introduced a bundled residential product, GrapeVine, with
       more than 21,000 lines installed by year-end

     - Exited the low-margin equipment data integration, computer
       and peripheral equipment, or "integrated technology
       solutions," business on October 1, 2003

     - Settled litigation with Southern Telecom, Inc., resulting
       in the elimination of approximately $9.5 million of capital
       lease obligations during the fourth quarter of 2003

"ITC DeltaCom's success in 2003 is evidenced by the solid growth
in our core integrated communications business," said Larry
Williams, ITC DeltaCom Chairman and Chief Executive Officer. "In
2004, we will continue to maintain our strategic focus on the
integrated communications business and to leverage the
efficiencies achieved through the ITC^DeltaCom and BTI merger to
further strengthen our position as the consolidator of the
southeastern United States."

               OPERATING REVENUES AND EBITDA

For 2003, ITC DeltaCom recorded $461.6 million in operating
revenues, which represented an increase of $43.1 million, or
10.3%, over total operating revenues in 2002. EBITDA for 2003
equaled $54.6 million, including a total of $2.1 million of
merger-expenses. The Company expects EBITDA for the first quarter
of 2004 to substantially exceed reported EBITDA for the fourth
quarter of 2003 as the Company realizes the cost savings
associated with its merger with BTI. In addition, ITC DeltaCom
expects that its 2004 EBITDA will significantly exceed its 2003
EBITDA as the Company expects to realize at least $30 million of
net cost savings from its merger with BTI.

Total operating revenues were $151.9 million in the fourth quarter
of 2003, including $3.2 million of operating revenues generated by
the discontinued integrated technology solutions business. The
fourth quarter results represented an increase in operating
revenues of $43.8 million, or 40.6%, over operating revenues in
the third quarter of 2003 and an increase of $52.4 million, or
52.7%, over operating revenues in the fourth quarter of 2002. Of
total operating revenues in the fourth quarter of 2003, 77.8% were
derived from integrated communications services, 5.4% were derived
from equipment sales and other related services and 16.8% were
derived from wholesale services.

In the first quarter of 2004, the Company expects continued growth
in its integrated communications revenues and only modest pressure
on its wholesale revenues.

Operating results for the three months ended December 31, 2003 and
for 2003 include $53.8 million of revenues attributable to BTI's
operations for the fourth quarter of 2004.

                    INTEGRATION OF BTI

During the fourth quarter of 2003, ITC DeltaCom began implementing
its integration plan developed prior to the closing of the ITC
DeltaCom and BTI merger. The Company expects to achieve
significant economies of scale from the consolidation of sales and
marketing, customer service, provisioning and installation,
information technology, purchasing, financial and administrative
functions. The Company has identified net cost savings of
approximately $30 million that it expects to realize in 2004 and
an additional $10 million that it expects to realize in 2005 as a
result of the full-year impact of these anticipated savings in
2004. The Company believes that the merger will generate $40
million of annualized cost savings by the end of 2004 and up to a
total of $60 million of annualized cost savings by the end of
2005.

The Company expects to realize net cost savings in 2004 of
approximately $15 million in compensation and benefits costs by
reducing the total number of employees of ITC DeltaCom and BTI as
of July 1, 2003, by approximately 360 employees. As of January 31,
2004, the employee headcount of the combined company has been
reduced by a total of approximately 190 positions, or 53% of the
total planned employee reductions. Of these positions,
approximately 50 were eliminated before the merger closing date,
approximately 85 were eliminated between the merger closing date
and December 31, 2003, and approximately 55 were eliminated in
January 2004. These measures have resulted in approximately $9.3
million of annualized compensation and benefits costs savings as
of January 31, 2004.

The Company expects to realize net savings of approximately $9
million in cost of services in 2004 by increasing utilization of
its switches and network assets, eliminating duplicative network
costs and transitioning each company's voice and data traffic from
previously leased long-haul facilities to the Company's combined
fiber optic network. The Company has achieved annualized cost of
services savings of approximately $3.3 million as of January 31,
2004.

The Company expects to realize savings of approximately $6 million
in other selling, operations and administration costs during 2004
by eliminating duplicative facilities, consolidating back office
systems and eliminating redundant professional services and other
corporate overhead costs. The Company has realized annualized
other selling, operations and administration cost savings of $4.5
million as of January 31, 2004, primarily as a result of the
renegotiation of insurance premiums, facilities integration, and
efficiencies related to back office operations, billing and
collections, and public relations.

As of January 31, 2004, the Company has completed integration
activities to realize monthly recurring cost savings of
approximately $1.4 million, or $17.1 million on an annualized
basis, which represent 43% of the monthly recurring cost savings
of approximately $3.3 million, or $40 million on an annualized
basis, it expects to achieve by December 31, 2004. These cost
savings represent approximately twice the monthly recurring cost
savings the Company had achieved through December 31, 2003. The
foregoing annualized cost savings amounts as of January 31, 2004
are based on the approximate combined monthly costs of
ITC^DeltaCom and BTI as of July 2, 2003, which is the date on
which the Company agreed to acquire BTI, and represent the total
annual cost savings the Company expects to realize as a result of
its cost savings initiatives from that date, even if it does not
implement any of the costs savings initiatives it has planned for
periods following January 31, 2004.

    As part of its integration efforts to date, the Company has:

     - Combined sales offices in 14 markets in which ITC^DeltaCom
       and BTI had separate locations, resulting in integration of
       sales personnel and elimination of redundant costs

     - Centralized order processing for all new orders

     - Implemented centralized purchasing processing, creating
       significant cost savings in all areas of operations,
       including insurance, facilities management, capital
       expenditures and information systems maintenance

     - Consolidated the provisioning systems of the two companies,
       further simplifying and consolidating the Company's back-
       office processes

     - Integrated carrier access billing platforms, eliminating
       redundant billing systems and associated expenses

     - Re-launched Simplici-T, the Company's core integrated
       communications services offering, increasing product
       simplification and automation

     - Consolidated financial systems

"As a direct result of our team's dedication and efforts, ITC
DeltaCom has made significant progress on the integration of ITC
DeltaCom and BTI," said Jay Braukman, ITC DeltaCom Chief Operating
Officer. "The timely integration of our product suite, order
process and back-office support systems allows ITC DeltaCom to
better serve the combined customer base and allows us to continue
to meet and exceed our customers' telecommunications needs and
expectations. As we move forward, ITC DeltaCom will continue to
leverage our network and combine emerging technologies with our
extensive industry knowledge to provide competitively priced,
fully integrated, voice and data communications services."

               LIQUIDITY AND CAPITAL RESOURCES

In previous years, ITC DeltaCom has experienced higher demands on
working capital in the first quarter due to the timing of annual
expense payments. The Company expects this requirement to continue
in 2004 and will use working capital to fund first quarter
payments of $6 million related to prior-year property tax
assessments, accrued bonuses and prepayment of annual network
maintenance contracts. The Company also expects to make
approximately $10 million of non-recurring payments in the first
quarter of 2004 related to its merger with BTI. Of these non-
recurring payments, the Company expects to apply approximately $6
million for integration-related capital expenditures and $4
million for accrued severance, retention, lease termination and
advisory services payments. In addition, ITC DeltaCom expects to
make additional payments related to its merger with BTI after the
first quarter of 2004, including capital expenditures of
approximately $4 million in the second quarter of 2004 and
approximately $2 million in the second half of 2004. The Company
also anticipates making additional payments related to the BTI
merger that are not capital expenditures after the first quarter
of 2004, but that these payments will be significantly less than
the non-capital expenditure payments to be made during the first
quarter of 2004. As a result of the foregoing, the Company expects
its consolidated cash balances to decline during the first two
quarters of the year and begin to increase during the second half
of the year as the integration-related payments decrease and the
effects of the planned cost savings efforts related to the BTI
merger are increasingly realized.

Despite the anticipated increased demands on working capital
during the first quarter of 2004 as described above, based upon
cost savings it has realized as of January 31, 2004, the Company
projects strong improvement in EBITDA for the first quarter of
2004 compared to EBITDA in the fourth quarter of 2003. During
2004, the Company expects to make approximately $54 million of
capital expenditures, including approximately $12 million of
capital expenditures related to the ongoing integration of ITC
DeltaCom and BTI. Over the next several years, the Company
currently anticipates that, unless it changes its business plan or
completes acquisitions, it will not experience significant changes
in the aggregate amount of its total capital expenditures or in
the proportionate amount that it will apply for network and
facilities maintenance and for the type of success-based
investments that it believes will enable it to acquire additional
customers within the markets covered by its existing network and
generate increased operating revenues.

"We continue to focus on the integration of ITC DeltaCom and BTI
to quickly realize the annualized cost savings related to the
merger and to improve our cash flow position," said Doug Shumate,
ITC DeltaCom Chief Financial Officer. "ITC DeltaCom is poised for
success, as we've seen significant achievements to date in our
targeted cost savings, increased annual revenues, a strengthened
financial profile and an improved liquidity outlook."

                    ABOUT ITC DELTACOM

ITC DeltaCom, headquartered in West Point, Ga., provides, through
its operating subsidiaries, integrated telecommunications and
technology services to businesses and consumers in the
southeastern United States. ITC DeltaCom has a fiber optic network
spanning approximately 14,500 route miles, including over 10,900
route miles of owned fiber, and offers a comprehensive suite of
voice and data communications services, including local, long
distance, enhanced data, Internet, colocation and managed
services, and sells customer premise equipment to end-user
customers. The Company operates approximately 26 voice switches
and 74 data switches, and is one of the largest competitive
telecommunications providers in its primary eight-state region.
ITC DeltaCom has interconnection agreements with BellSouth,
Verizon, Southwestern Bell, CenturyTel and Sprint for resale and
access to unbundled network elements and is a certified
competitive local exchange carrier (CLEC) in Arkansas, Texas,
Virginia and all nine BellSouth states. For more information about
ITC DeltaCom, visit http://www.itcdeltacom.com/

ITC Delatacom, Inc., an exempt telecommunications company and a
holding company, filed for chapter 11 protection on June 25, 2002.
Rebecca L. Booth, Esq., Mark D. Collins, Esq. at Richards, Layton
& Finger, P.A. and Martin N. Flics, Esq., Roland Young, Esq. at
Latham & Watkins represent the Debtors in their restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $444,891,574 in total assets and $532,381,977
in total debts.

As reported in The Troubled Company Reporter's October 23, 2003
issue, ITC Deltacom, Inc., asked the U.S. Bankruptcy Court for the
District of Delaware to enter Final Decree closing its chapter 11
cases.

However, Roberta A. DeAngelis, Acting United States Trustee for
Region 3 objected to the Debtor's motion to close its case. The
UST pointed out that pursuant to 28 U.S.C. Section 1930(a)(6), a
quarterly fee must be paid to the UST "in each case under chapter
11 of title 11 for each quarter" for the duration of the Chapter
11 case. Quarterly fees are calculated upon "disbursements," and
range from a minimum of $250 when disbursements total less than
$15,000 to a maximum of $10,000 when disbursements total $5
million or more.

In this case, the Debtor owes quarterly fees in the estimated sum
of $3,750 for the third quarter of 2003. However, the Debtor has
failed to file any post-confirmation quarterly reports and the sum
of quarterly fees since the fourth quarter of 2002 are merely
estimated amounts.

Additionally, there remains a pending appeal before the Honorable
Gregory M. Sleet under Docket No. 03-CV-111 arises out of a
contested matter in this bankruptcy case. It is improper to close
the bankruptcy case while this appeal is pending, the UST noted.


JOEAUTO INC: Has Until March 15 to File Schedules & Statements
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas,
Houston Division, gave JoeAuto, Inc., more time to file its
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtor has until
March 15, 2004, to file these financial disclosure documents.

Headquartered in The Woodlands, Texas, JoeAuto, Inc.,
-- http://www.joeauto.com/-- an auto service and repair company,  
filed for chapter 11 protection on January 30, 2004 (Bankr. S.D.
Tex. Case No. 04-31492).  Christopher Adams, Esq., at Bracewell &
Patterson, LLP represent the Debtor in its restructuring efforts.  
When the Company filed for protection from its creditors, it
listed $11,100,000 in total assets and $16,100,000 in total debts.


JPS INDUSTRIES: Securities Resume Trading on Nasdaq Market
----------------------------------------------------------
JPS Industries, Inc. (Nasdaq: JPST) announced that on
March 4, 2004, it received notification from the Listing
Qualifications Department of The Nasdaq Stock Market, Inc.,
indicating that the Company's application to list its common stock
on The Nasdaq SmallCap Market has been approved. The Company's
securities will be transferred to The Nasdaq SmallCap Market at
the opening of business today, March 9, 2004, and will continue to
trade under the ticker symbol JPST.

Michael L. Fulbright, JPS's chairman, president and chief
executive officer, stated, "After reviewing all options available
to us, we are pleased to be able to provide listing for our
shareholders on The Nasdaq SmallCap Market."

On February 2, 2004, the company received notification from the
Listing Qualifications Department of The Nasdaq Stock Market,
Inc., indicating that, based on the Company's Annual Report on
Form 10-K for the period ended November 1, 2003, the Company does
not meet the minimum standards for continued listing on The Nasdaq
National Market.

NASD Rule 4450(a)(3) requires that, for continued quotation on The  
Nasdaq National Market, a company must maintain stockholders'  
equity of at least $10 million. Under an alternative standard,  
NASD Rule 4450(b)(3) requires that a company's market value of its  
publicly held shares be at least $15 million. Neither the
Company's stockholders' equity nor the market value of its  
publicly held shares met the minimum requirements for continued  
listing on The Nasdaq National Market.

The Company has been requested to provide to Nasdaq the Company's  
specific plan to achieve and sustain compliance with all Nasdaq  
National Market listing requirements.

JPS Industries, Inc. is a major U.S. manufacturer of extruded
urethanes, polypropylenes and mechanically formed glass substrates
for specialty industrial applications. JPS specialty industrial
products are used in a wide range of applications, including:
printed electronic circuit boards; advanced composite materials;
aerospace components; filtration and insulation products; surf
boards; construction substrates; high performance glass laminates
for security and transportation applications; plasma display
screens; athletic shoes; commercial and institutional roofing;
reservoir covers; and medical, automotive and industrial
components. Headquartered in Greenville, South Carolina, the
Company operates manufacturing locations in Slater, South
Carolina; Westfield, North Carolina; and Easthampton,
Massachusetts.

As reported in Troubled Company Reporter's February 2, 2004
Edition, the Company expects that in 2004 its required pension
contributions will be $7.4 million absent legislative changes in
funding rules and again expect cash flow from operations to cover
the vast majority of the obligation.  

The Company has obtained waivers for the violations of certain  
covenants related to its credit agreement and have extended the  
maturity of the credit facility to November 1, 2004.


KENNEDY MANUFACTURING: First Creditors' Meeting Fixed for Apr. 6
----------------------------------------------------------------
The United States Trustee will convene a meeting of Kennedy
Manufacturing Company's creditors at 1:30 p.m., on April 6, 2004,
in the Ohio Building, 420 Madison Ave, Room 680, Toledo, Ohio
43604. This is the first meeting of creditors required under 11
U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Van Wert, Ohio, Kennedy Manufacturing Company
-- http://www.kennedymfg.com/-- produces and markets industrial  
tool storage equipment worldwide, including steel tool chests,
roller cabinets, stationary and mobile workbenches, modular
storage cabinets and specialized tool storage.  The Company,
together with three of its affiliates, filed for chapter 11
protection on February 12, 2004 (Bankr. N.D. Oh. Case No.
04-30794).  Richard L. Ferrell, Esq., Timothy J. Hurley, Esq., and
W. Timothy Miller, Esq., at Taft Stettinius & Hollister LLP
represent the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, they listed both
estimated debts and assets of over $10 million.


KINGSWAY FINANCIAL: Secures New CDN$150 Million Credit Facility
---------------------------------------------------------------
Kingsway Financial Services Inc. (TSX:KFS, NYSE:KFS) announced
that it has entered into a Cdn $150 million revolving credit
facility with a syndicate of three banks. This credit
facility replaces the February 1999 credit facility and the Cdn
$66.5 million revolving credit facility. The new facility contains
similar financial covenants to the previous credit facilities. In
the new facility, Canadian Imperial Bank of Commerce acted as
administrative agent, co-lead arranger and bookrunner, LaSalle
National Bank as syndication agent and co-lead arranger, and The
Bank of Nova Scotia as documentation agent.

                        About the Company

Kingsway's primary business is trucking insurance and the insuring
of automobile risks for drivers who do not meet the criteria for
coverage by standard automobile insurers. The Company currently
operates through nine wholly-owned insurance subsidiaries in
Canada and the U.S. Canadian subsidiaries include Kingsway General
Insurance Company, York Fire & Casualty Insurance Company and
Jevco Insurance Company. U.S. subsidiaries include Universal
Casualty Company, American Service Insurance Company, Southern
United Fire Insurance Company, Lincoln General Insurance Company,
U.S. Security Insurance Company, American Country Insurance
Company and Avalon Risk Management, Inc. The Company also operates
reinsurance subsidiaries in Barbados and Bermuda. Lincoln General
Insurance Company, Universal Casualty Insurance Company, Jevco and
Kingsway Reinsurance (Bermuda) are all rated "A-" Excellent by
A.M. Best. Kingsway General and York Fire are rated "B++" (very
good). The Company's senior debt is rated investment grade "BBB-"
by Standard and Poor's and "BBB" by Dominion Bond Rating Services.
The common shares of Kingsway Financial Services Inc. are listed
on the Toronto Stock Exchange and the New York Stock Exchange,
under the trading symbol "KFS".

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'BB+' global scale preferred share rating to Kingsway
Financial Services' guarantee of Kingsway Financial Capital Trust
I's U.S. trust preferred securities issue of up to US$72 million.
The 'BBB' long-term counterparty credit rating on KFS remains
unchanged. The outlook is stable.


KMART: Objects to Millions in Excessive Trumbull Copying Charges
----------------------------------------------------------------
Kmart Holding Corporation (Nasdaq: KMRT) has objected to the
excessive charges billed by The Trumbull Group, LLC for copying
during its bankruptcy, in which Trumbull served in a court-ordered
capacity as an arm of the Bankruptcy Court Clerk's office.
Trumbull billed Kmart in excess of $23 million for copying and
mailing costs and other miscellaneous services, of which Kmart has
paid over $16 million. Kmart objected to approximately $6.6
million of Trumbull's bills because of the exorbitant mark-up that
Trumbull charged where third parties were used by Trumbull for
copying Kmart's jobs. In those outsourced situations, Trumbull
charged Kmart 25 cents per page for high-volume runs that Kmart
was able to obtain after its emergence from bankruptcy for 1 cent
per page. The $23 million in billings by Trumbull in a little more
than one year is yet another example of the excessive fees charged
to Kmart during its bankruptcy.

Notwithstanding the terms of the agreement retaining Trumbull,
Trumbull failed to provide Kmart and other parties to the
bankruptcy with timely bills.  Upon receiving the requested
support for its bills from Trumbull, Kmart immediately objected.
In fact, Kmart says, it was in good faith discussions with
Trumbull when lawyers at Piper Rudnick LLP in Chicago unexpectedly
filed a lawsuit in the U.S. District Court for the Northern
District of Illinois (Case No. 1:04-CV-1727) (Plunkett, J.).  

Kmart says it is current on all bills from Trumbull, including
bills subsequent to emergence, other than those relating to the
disputed amounts.

               About Kmart Holding Corporation

Kmart Holding Corporation (Nasdaq: KMRT), along with its
subsidiaries, is a mass merchandising company that offers
customers quality products through a portfolio of exclusive brands
that include THALIA SODI, JACLYN SMITH, JOE BOXER, KATHY IRELAND,
MARTHA STEWART EVERYDAY, ROUTE 66 and SESAME STREET. Kmart
operates more than 1,500 stores in 49 states and is one of the
largest employers in the country with approximately 158,000
associates. For more information visit http://www.kmart.com/


LUMBERMENS UNDERWRITING: S&P Drops Counterparty Rating to Bpi
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Lumbermen's Underwriting
Alliance to 'Bpi' from 'BBpi'.

"Key rating factors include the company's weak and volatile
operating performance and marginal capitalization, which are
partially offset by its well-diversified business," observed
Standard & Poor's credit analyst Tom Taillon.

Based in Boca Raton, Florida (domiciled in Missouri), LUA is
licensed in all states, except Hawaii and Alaska, and all
provinces of Canada. LUA, a reciprocal insurance exchange, was
organized under the laws of Missouri and commenced business in
1905. Management is directed by U.S. Epperson Underwriting Co.,
attorney-in-fact. All practices have been and are in accordance
with the authority delegated to management under the subscribers
agreement. This reciprocal company writes mainly workers'
compensation, fire, allied, inland marine, and commercial auto
insurance, and is a specialty carrier providing insurance coverage
to the forest products industry and other preferred risks. Its
products are distributed primarily by direct marketing.

The company is rated on a stand-alone basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain. They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than ratings
without a 'pi' subscript. Ratings with a 'pi' subscript are
reviewed annually based on a new year's financial statements, but
may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs. Ratings with a
'pi' subscript are not subject to potential CreditWatch listings.


LTV CORP: Court Clears Combined Fund Coal Act Claims Settlement
---------------------------------------------------------------
Judge Russ Kendig approves a stipulation settling the disputes
between the United Mineworkers of America Combined Benefit Fund
and the LTV Corporation Debtors.

After the Petition Date, the Debtors made certain payments to the
Combined Fund on account of premium payments and related
liabilities due under the Coal Industry Retiree Health Benefit Act
of 1992.  At the time of the making of those payments, the Debtors
believed that $1,763,255.87 of the postpetition payments would be
properly applied to premium obligations arising after the Petition
Date.

On November 25, 2002, the Combined Fund filed 45 proofs of claim
in the Debtors' Chapter 11 cases on account of certain alleged
premium obligations arising before the Petition Date.  In January
2003, the Combined Fund requested payment of administrative
expenses because of certain postpetition premium obligations.  In
May 2003, the Debtors objected to the allowance of that claim,
seeking to reclassify the claim in part and disallow it in part.

Pursuant to the Stipulation, the parties agree that:

       (1) The proofs of claim filed by the Combined Fund for
           $5,812,200 are disallowed and expunged in the
           Chapter 11 cases of:

                  * Georgia Tubing Corp.
                  * LTV Blanking Corporation
                  * LTV-Columbus Processing Inc.
                  * LTV-Escrow Inc.
                  * LTV Pickle Inc.
                  * LTV Steel de Mexico Ltd.
                  * LTV Steel Products LLC
                  * LTV-Trico Holdings Inc.
                  * LTV-Trico Inc.
                  * LTV-Walbridge Inc.
                  * LTVGT Inc.
                  * Metailon Materials Acquisition Corp.
                  * Miami Acquisition Corporation
                  * Southern Cross Investment Company
                  * TAC Acquisition Company
                  * Trico Steel Company
                  * United Panel Inc.
                  * Varco Pruden International Inc.
                  * VP Buildings Inc.
                  * VP-Graham Inc.
                  * Welded Tube Co. of America
                  * Welded Tube Holdings, Inc.

       (2) Each proof of claim filed by the Combined Fund for
           $7,848,515.38 is allowed as a general, unsecured,
           non-priority claim in the Chapter 11 cases of:

                  * The LTV Corporation
                  * Crystaline Inc.
                  * Dearborn Leasing Company
                  * Erie B Corporation
                  * Erie I Corporation
                  * Fox Trail Inc.
                  * Investment Bankers Inc.
                  * J&L Empire Inc.
                  * Jalcite I Inc.
                  * Jalcite II Inc.
                  * Jones & Laughlin Steel Incorporated
                  * The LTV Corporation (Wyoming)
                  * LTV-EGL Holding Company
                  * LTV Electro-Galvanizing Inc.
                  * LTV International Inc.
                  * LTV Properties Inc.
                  * LTV Steel Sales Finance Company
                  * Nemacolin Mines Corporation
                  * Reomar Inc.
                  * Republic Technology Corporation
                  * Youngstown Erie Corporations
                  * YST Erie Corporation

       (3) The Combined Fund's Non-trade Administrative Claim is
           allowed as a non-winddown administrative expense
           claim against the consolidated LTV Steel estates in
           the principal amount of $17,351,946.94, plus:

              (i) $849,455.34 in postpetition interest through
                  and including December 31, 2003; and

             (ii) additional postpetition interest after
                  December 31, 2003, at the applicable legal
                  rate until the date that the initial
                  distribution is made by the applicable estate
                  to claims of equal priority.

           The additional interest accrues at the rate of
           $1,708.35 per day through March 31, 2004.  However,
           if any distribution to the Combined Fund from any
           source reduces the unpaid principal amount of the
           Allowed Administrative Claim, then the per diem
           interest accrual will be recalculated accordingly.
           In addition, after March 31, 2004, the calculation
           of additional interest may be adjusted based on
           any quarterly adjustment to the applicable legal
           interest rate.

       (4) LTV Steel receives a $1,763,255.87 credit for its
           prior payment of the misapplied amount.  The credit
           will first reduce, on a first-dollar basis, the
           pro rata distribution on account of the Allowed
           Administrative Claim from LTV Steel's bankruptcy
           estate.  Accordingly, the Combined Fund will not
           receive any cash distribution from LTV Steel's
           bankruptcy estate until its applicable pro rata
           distribution on account of the Allowed Administrative
           Claim exceeds the amount of the credit.

Headquartered in Cleveland, Ohio, The LTV Corporation is a
manufacturer with interests in steel and steel-related businesses,
employing some 17,650 workers and operating 53 plants in Europe
and the Americas. The Company filed for chapter 11 protection on
December 29, 2000 (Bankr. N.D. Ohio, Case No. 00-43866).  Richard
M. Cieri, Esq., and David G. Heiman, Esq., at Jones, Day, Reavis &
Pogue, represent the Debtors in their restructuring efforts. On
August 31, 2001, the Company listed $4,853,100,000 in assets and
$4,823,200,000 in liabilities. (LTV Bankruptcy News, Issue No. 61;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MAG MUTUAL: S&P Ratchets Fin'l Strength Rating to BBpi from BBBpi
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on MAG Mutual Insurance Co. to
'BBpi' from 'BBBpi'.

"Key rating factors include the company's weak operating
performance and high geographic and product line concentration,
which are partially offset by its extremely strong
capitalization," observed Standard & Poor's credit analyst Tom
Taillon.

Based in Atlanta, Georgia, MAG Mutual Insurance Co. primarily
underwrites medical malpractice for physicians, physician
networks, and health care facilities on a claims made basis. The
company, which began operations in 1982, is licensed in 11 states
and is a member of MAG Mutual Group, a large insurance group.

The company is rated on a stand-alone basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain. They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than ratings
without a 'pi' subscript. Ratings with a 'pi' subscript are
reviewed annually based on a new year's financial statements, but
may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs. Ratings with a
'pi' subscript are not subject to potential CreditWatch listings.


METROPOLITAN MORTGAGE: Wash. Insurance Commissioner Now in Control
------------------------------------------------------------------
Metropolitan Mortgage & Securities Co., Inc. acknowledged action
taken last week by the Washington State Office of the Insurance
Commissioner (the "OIC") to initiate a voluntary rehabilitation
of, appoint a receiver for, and assume control of the Company's
wholly owned subsidiary, Western United Life Assurance Company
("WULAC"). Since December 2003, the OIC has been engaged in
supervising WULAC.

"We understand that the Commissioner took this action to ensure
the financial protection of WULAC," said William A. Smith,
Metropolitan's Chief Financial Officer. "We believe that the OIC's
actions are taken to protect WULAC's policyholders and
annuitants."

On February 4, 2004, Metropolitan filed for protection under
Chapter 11 of the U.S. Bankruptcy Code. Metropolitan's wholly
owned subsidiary, Western United Holding Company, which is the
direct parent of WULAC, was not included in that filing and have
not sought bankruptcy protection. The actions of the OIC did not
result in an immediate change of that company's management team.
Nevertheless, these actions may affect Metropolitan's ability to
effect a reorganization and has caused the Company to consider
other options besides the previously announced debt-for-equity
reorganization. Metropolitan remains committed to fulfilling its
obligation to maximize the value of the bankruptcy estate for the
benefit of the Company's creditors.


MIDWEST MEDICAL: Obtains S&P's BBpi Financial Strength Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Midwest Medical Insurance Co. to
'BBpi' from 'BBBpi'.

"Key rating factors include the company's weak operating
performance and high geographic and product line concentration,
which are partially offset by its extremely strong
capitalization," observed Standard & Poor's credit analyst Tom
Taillon.

Based in Minneapolis, Minneapolis, MMIC specializes in medical
professional liability insurance, with the vast majority of
policies issued on a claims-made basis. Its products are
distributed primarily through direct marketing strategies,
although some are placed by independent general agents. The
company, which began business in 1980, is licensed in 10 states.
It is a wholly owned subsidiary of Midwest Medical Insurance
Holding Co. (MMIHC), an insurance holding company organized under
the laws of Minnesota. The insured physicians of MMIC own 100% of
MMIHC.

The company is rated on a stand-alone basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain. They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than ratings
without a 'pi' subscript. Ratings with a 'pi' subscript are
reviewed annually based on a new year's financial statements, but
may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs. Ratings with a
'pi' subscript are not subject to potential CreditWatch listings.


MIRANT CORP: Burns & McDonnel's Notice to Perfect 2 Perfect Liens
-----------------------------------------------------------------
Burns & McDonnell Engineering Company, Inc. notifies Judge Lynn,
pursuant to Section 546(b)(2) of the Bankruptcy Code, of its
perfection of its mechanic's lien interests in two real estates
the Mirant Corp. Debtors own.

                  The West Terre Haute Property

Under a written contract, dated May 10, 2002, Burns performed
engineering and construction services for Mirant Sugar Creek LLC.  
The services were rendered to improve a power plant the Debtors
owned in West Terre Haute, Indiana.

John E. Mitchell, Esq., at Vinson & Elkins LLP, in Dallas, Texas,
relates that, pursuant to the terms of the contract and on the
basis of the reasonable value of labor, material and services
Burns rendered to the West Terre Haute Property, Sugar Creek owes
Burns $12,133,576, plus interest, costs, fees and expenses.  
Sugar Creek failed to pay this amount to Burns in breach of its
contract.

On July 10, 2003, Mr. Mitchell tells the Court that Burns filed
and recorded with the Recorder of Deeds for Vigo County, Indiana
its Sworn Statement and Notice of Intention to Hold Mechanic's
Lien pursuant to and in compliance with Section 32-28-3-1 of the
Indiana Code.  Accordingly, Burns holds a senior, first, prior
and perfected lien on the West Terre Haute Property under the
Indiana law.

On December 15, 2003, Burns filed its Proof of Claim as a fully
secured creditor of Sugar Creek for $12,133,576.  

Pursuant to the applicable Indiana Law and Section 32-28-3-6 of
the Indiana Code, Burns must commence an action to maintain and
continue the perfection of its mechanic's lien interest in the
Property by July 10, 2004.  However, with these Chapter 11 cases,
Sugar Creek invoked the automatic stay under Section 362 of the
Bankruptcy Code and tolled the one-year period to commence an
action against the West Terre Haute Property under Section 108(c)
of the Bankruptcy Code.

                         Zeeland Property

Under a written contract dated March 10, 2001, Burns performed
engineering and construction services for Mirant Zeeland LLC to
improve a power plant in Zeeland, Michigan.  Pursuant to the
terms of the contract and for the reasonable value of the labor,
material and services Burns rendered to the Zeeland Property,
Mirant Zeeland is indebted to Burns for $584,949, plus interest,
costs, fees and expenses.  Mirant Zeeland never paid this amount
to Burns in breach of its contract.

On February 12, 2003, Burns filed and recorded with the Register
of Deeds for Ottawa County, Michigan, its claim for lien pursuant
to and in compliance with Section 570.1101 of the Michigan
Construction Lien Act.  As a result of its recorded claim of
lien, Burns holds a senior, first, prior and perfected lien on
the Zeeland Property under Michigan law.

According to Mr. Mitchell, on December 15, 2003, Burns filed a
$584,949 secured claim against Mirant Zeeland.

Pursuant to Section 570.1128 of the Michigan Construction Lien
Act, Burns must commence an action to maintain and continue the
perfection of its mechanic's lien interest in the Zeeland
Property on or before February 12, 2004.  However, with Mirant
Zeeland's Chapter 11 filing, it invoked the automatic stay under
Section 362 and tolled the one-year period to commence an action
against the Zeeland Property.  The Zeeland Property has neither
been seized nor was any action commenced to enforce a mechanic's
lien prior to the Petition Date.

Burns intends to enforce its mechanic's lien interests in the two
Properties and all proceeds thereof.

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


NATIONS BALANCED: Board & Shareholders Approve Liquidation Plan
---------------------------------------------------------------
The Board of Directors and the Shareholders of Nations Balanced
Target Maturity Fund, Inc. (NYSE: NBM) have approved a Plan of
Liquidation and Termination for the Company. The Plan is intended
to accomplish the complete liquidation and termination of the
Company as both a registered investment company and a Maryland
corporation, in accordance with its investment objectives.

The Plan provides for a complete liquidation of the Company by
September 30, 2004 or shortly after. In light of this action, the
Company has suspended quarterly dividends. However, the Company
expects that, pursuant to the Plan, it will make liquidating
distributions on a quarterly basis leading up to the liquidation
date. The next liquidating distribution is payable on March 30,
2004 to shareholders of record on March 19, 2004.

The Company is a diversified, closed-end management investment
company. The Company's investment objectives are to provide a
return of investment on or about September 30, 2004 to investors
who purchased shares in the Company's initial public offering of
the Company and who reinvest all dividends and hold their shares
to the Maturity Date, and to provide long-term growth of capital,
with income a secondary objective. The Company will seek to
achieve its investment objectives by investing a portion of its
assets in "zero coupon" U.S. Treasury obligations and the balance
of its assets primarily in common stocks.


NATIONS GOVERNMENT: Board Backs Liquidation & Termination Plan
--------------------------------------------------------------
The Board of Directors of Nations Government Income Term Trust
2004, Inc. (NYSE: NGF) has approved a Plan of Liquidation and
Termination for the Company. The Plan is intended to accomplish
the complete liquidation and termination of the Company as both a
registered investment company and a Maryland corporation, in
accordance with its investment objectives.

The Plan provides for a complete liquidation of the Company by
March 31, 2004 or shortly after. In light of this action, the
Company has been making liquidating distributions on a monthly
basis leading up to the liquidation date. The final liquidating
distribution will be made on or about March 31, 2004.


NET PERCEPTIONS: Obsidian Enterprises Increases Stock Offer
-----------------------------------------------------------
Obsidian Enterprises, Inc. (OTC Bulletin Board: OBDE), a holding
company headquartered in Indianapolis announced that it will
increase its offer to provide shareholders of Net Perceptions,
Inc. (Nasdaq: NETP) the opportunity to receive twenty cents
($0.20) per share in cash and three one- hundredths (3/100) share
of Obsidian common stock for each share of Net Perceptions common
stock. Prior to its 50:1 reverse split, Obsidian had offered two
shares of its common stock for one share of Net Perceptions common
stock. This new offer is equivalent to one and one-half shares of
Obsidian stock (at pre 50:1 split levels) and twenty cents ($0.20)
per share in cash for each share of Net Perceptions common stock.

Obsidian filed a Registration Statement on Form S-4 and a Tender
Offer Statement with the Securities and Exchange Commission on
December 15, 2003 and an amendment to each on December 17, 2003.
Obsidian filed additional amendments to the Tender Offer Statement
on December 23, 2003, January 21, 2004, February 17, 2004,
February 20, 2004 and February 27, 2004. It anticipates filing
amendments to these documents embodying these terms early next
week.

The amended offer is scheduled to expire at 5:00 p.m., New York
City time, on March 17, 2004, unless the offer is extended. The
offer is subject to certain conditions, including that:

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

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

- stockholders tender at least 51% of the outstanding shares of
  common stock of Net Perceptions; and

- Net Perceptions not take any further action in connection with
  the liquidation or dissolution of Net Perceptions.

The Exchange Agent for the exchange offer is StockTrans, Inc., 44
West Lancaster Avenue, Ardmore, Pennsylvania 19003. The
Information Agent for the exchange offer is Innisfree M&A
Incorporated, 501 Madison Avenue, 20th Floor, New York, New York
10022.

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


NORTHWEST AIRLINES: Selectively Matches Delta's Far Increases
-------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) selectively matched an $8 to $9
round-trip domestic price increase announced yesterday by Delta
Air Lines on some of its fares.

Northwest has matched the increase in markets where it competes
with Delta, on discounted fares that are less than Northwest's
regularly priced leisure fares.

On March 4, Northwest announced that it matched a $5 one-way, $10
round-trip domestic price increase imposed by American Trans Air
(ATA).  ATA applied the increase to fares that are not on sale or
part of a sale.  Northwest matched the increase on competitive
fare types in markets where it competes with ATA.

On February 27, Northwest selectively matched a $5 one-way, $10
round-trip price increase imposed by Continental Airlines.  
Northwest matched the increase on the fare types it offers to
compete with prices offered by low-cost carriers, in all of the
markets where it competes with low-cost carriers.

That increase was rescinded on Monday when Northwest's fares were
not competitive with those offered by low-cost carriers.
    
Approximately 70% of Northwest customers have a low-cost carrier
option available to them.

Northwest Airlines is the world's fourth largest airline with hubs
at Detroit, Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam,
and approximately 1,500 daily departures. With its travel
partners, Northwest serves nearly 750 cities in almost 120
countries on six continents. In 2002, consumers from throughout
the world recognized Northwest's efforts to make travel easier. A
2002 J.D. Power and Associates study ranked airports at Detroit
and Minneapolis/St. Paul, home to Northwest's two largest hubs,
tied for second place among large domestic airports in overall
customer satisfaction.  Readers of TTG Asia and TTG China named
Northwest "Best North American airline."

                         *   *   *

As previously reported, Fitch Ratings has assigned a 'B' rating to
the $300 million in senior unsecured notes issued by Northwest
Airlines, Inc. The notes carry a coupon rate of 10% and mature in
2009. The Rating Outlook for Northwest is Negative.

The unsecured rating and the negative rating outlook reflect
Northwest's heavy debt load, high level of cash obligations over
the next few years and the lack of progress toward the achievement
of lower contract pay rates for unionized employees that would
bring the carrier's unit labor costs in line with its restructured
network carrier rivals. If competitive deals on amendable labor
contracts are reached, Northwest should be in a position to
deliver unit operating expenses at the low end of the network
airline peer group. However, progress toward this goal has been
slow. As a result, Northwest faces another year of marginal
profitability and cash flow results in spite of an improving
industry revenue environment.


NUEVO ENERGY: Appoints Michael Wilkes as Chief Financial Officer
----------------------------------------------------------------
Nuevo Energy Company (NYSE:NEV) appoints Mr. Michael S. Wilkes as
Chief Financial Officer. Mr. Wilkes had been appointed interim
Chief Financial Officer effective December 4, 2003.

Nuevo Energy Company is a Houston, Texas-based company primarily
engaged in the acquisition, exploitation, development, exploration
and production of crude oil and natural gas. Nuevo's domestic
producing properties are located onshore and offshore California
and in West Texas. Nuevo is the largest independent producer of
crude oil and natural gas in California. The Company's
international producing property is located offshore the Republic
of Congo in West Africa. To learn more about Nuevo, please refer
to the Company's internet site at http://www.nuevoenergy.com/

                         *   *   *

As reported in the Troubled Company Reporter's February 17, 2004
edition, Fitch Ratings has placed the debt ratings of Nuevo Energy
on Watch Positive following the announcement that Plains
Exploration & Production Company will acquire Nuevo. Currently,
Fitch rates Nuevo's senior subordinated debt 'B' and its trust
convertible securities 'B-'.

Plains anticipates issuing 37.4 million shares to Nuevo
shareholders and assuming $234 million of net debt and $115
million of Trust Convertible Securities. The transaction is
expected to close in the second quarter of 2004. The rationale for
the Watch Positive includes the size of the new entity, which will
approach 489 million barrels of oil equivalent from Nuevo's
current size of just over 200 million barrels. Proved developed
reserves will represent more than 70% of the total and 83% of the
total will be oil. Additionally, the new entity will have more
exploitation opportunities than existed for Nuevo on a stand-alone
basis.


OAKWOOD FINANCIAL: Case Summary & 1 Largest Unsecured Creditor
--------------------------------------------------------------
Lead Debtor: Oakwood Financial Corporation
             101 Convention Center Drive
             Las Vegas, Nevada 89109

Bankruptcy Case No.: 04-10743

Debtor affiliates filing separate chapter 11 petitions:

Entity                                           Case No.
------                                           --------
Oakwood Investment Corporation                   04-10744
Oakwood Servicing Holdings Co., LLC              04-10745
Oakwood Advance Receivables Company II, LLC      04-10746
Oakwood Tranche C Servicing Advance Receivables  04-10747
Company, LLC

Type of Business: The Debtor is a fully integrated housing
                  company. Manufacturing, retailing, financing
                  and insuring quality factory-built homes
                  across the nation.
                  
Chapter 11 Petition Date: March 5, 2004

Court: District of Delaware

Debtors' Counsel: Daniel B. Butz, Esq.
                  Morris, Nichols, Arsht & Tunnell
                  1201 North Market Street
                  Wilmington, DE 19899
                  Tel: 302-575-7348
                  Fax: 302-658-3989

                              Estimated Assets  Estimated Debts
                              ----------------  ---------------
Oakwood Financial Corporation $1 M to $10 M     $0 to $50,000
Oakwood Investment            $0 to $50,000     $0 to $50,000
Corporation
Oakwood Servicing Holdings    $10 M to $50 M    $0 to $50,000
Co., LLC
Oakwood Advance Receivables   $10 M to $50 M    $10 M to $50 M
Company II, LLC
Oakwood Tranche C Servicing   $50 M to $100 M   $10 M to $50 M
Advance Receivables Company,
LLC

Debtors' 1 Largest Unsecured Creditor:

Entity                        Nature Of Claim       Claim Amount
------                        ---------------       ------------
Internal Revenue Service      Taxes                     Unstated
Department of the Treasury
Room 1150
31 Hopkins Plaza
Baltimore, MD 21201


OHIO ART: Shareholder Asks Board to Defer SEC Deregistration Plan
-----------------------------------------------------------------
Henry Partners, L.P., a beneficial owner of shares of Ohio Art
Company (Amex: OAR), has written to Ohio Art's board requesting
that Ohio Art address its inaccurate disclosure concerning the
number of its shareholders of record. Henry also asked the board
to defer Ohio Art's previously announced plans to both delist its
shares from the American Stock Exchange and no longer be subject
to SEC reporting requirements. Instead, Henry urged the board to
retain a recognized financial advisor to explore all strategic
alternatives to maximize shareholder value, including a sale of
Ohio Art.

Henry noted that under applicable SEC rules, only those public
companies with fewer than 300 shareholders of record may
deregister. Henry further noted that Ohio Art's most recent Form
10K indicated that Ohio Art has 836 shareholders of record. Henry
stated that Ohio Art should publicly disclose why it believes that
it is eligible to deregister and thus cease to provide its owners
with the comforts of SEC mandated disclosure.

According to a notice published in the Federal Register on March
4, 2004, the SEC has requested comments from shareholders and
other interested parties regarding Ohio Art's deregistration
proposal. Comments are due by March 23, 2004. Henry recommends
that shareholders write to the SEC before the March 23, 2004
deadline to express their views. Such letters may be sent to:
Secretary, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, DC 20549-0609. All letters should refer to File
No. 1-07162.

Reproduced below is a copy of a letter Henry faxed to the Ohio Art
board of directors on February 27, 2004.

Established in 1997, Henry Partners, L.P. is a private investment
partnership that invests in the securities of publicly traded
companies.

                              February 27, 2004


     VIA FAX (419) 636-7614
     The Board of Directors
     Ohio Art Company
     c/o Jerry D. Kneipp, CFO
     PO Box 111
     Bryan, OH  43506

     Re: Ohio Art Company
    
     Gentlemen:

     I am writing to you on behalf of Henry Partners, L.P., a
beneficial owner of the Company's common stock, in the wake of
last Friday's announcement of the Company's intention to attempt
to disappear from the investment landscape and the resulting
decline in the price of the Company's shares. Henry purchased its
shares in the Company in reliance upon the Company's SEC filings,
including its most recent Form 10-K, a document signed by each of
you in your capacity as directors, and a document that, by the
Company's own admission, contains incorrect and misleading
information.

     In my conversation with CFO Jerry Kneipp on February 23,
2004, Mr. Kneipp informed me that the number of shareholders of
record reported in the Company's Form 10-K has been inflated to
include all beneficial owners and that the Company actually has
"less than 300 shareholders of record" and would therefore try to
avail itself of SEC Rule 12g5-1 and deregister its common stock
under the 1934 Act. I asked Mr. Kneipp three times to tell me the
correct number of shareholders of record that the Company
currently has, and each time he refused. This refusal, coupled
with the disappointing wording of the Company's February 20, 2004
press release, leads Henry to write to you seeking immediate
answers to the following questions:

     1. How many shareholders of record does the Company presently
        have?

     2. Does the Company's definition of shareholders of record
        take into account the guidance in the SEC's July 1997
        Telephone Interpretations Manual pertaining to
        Rule 12g5-1?

     3. Does the board or its Audit Committee intend to direct
        Company management and counsel to file amended Form 10-K's
        for each of the last three fiscal years to correct the
        misinformation relating to the number of shareholders of
        record?

     4. The Company's press release is silent on both the
        shareholders' best interests and what information the
        Company will be providing to its shareholders in the
        future if the delisting strategy is implemented.
        Please indicate what effort, if any, you have made or
        intend to make to ensure the interests of the stockholders
        have been, and will be, looked after in the future?

     5. When I asked Mr. Kneipp if the Company had engaged a
        financial advisor to assist the board in studying its
        options, he said "no" and stated that the Company's
        counsel had developed this delisting strategy.
        Please indicate your reasons for not engaging an
        Independent financial advisor prior to deciding to attempt
        to pursue a delisting strategy?

     6. On a separate point, I am troubled by the Company's
        payments to, and non-disclosure of, its contributions to
        The Killgallon Foundation, given that Mr. Killgallon
        controls the distributions from that foundation.  Please
        advise me of the total amount of Company money given to
        The Killgallon Foundation over the last 10 years, whether
        these donations were approved by the independent members
        of the Company's board and why these donations are in the
        best interests of the Company's shareholders.

     In the interest of maximizing, rather than suppressing,
shareholder value, I urge you to defer your delisting strategy and
immediately retain a nationally recognized financial advisor (not
a member of the Company's board) to study all of the Company's
strategic alternatives, including a sale of the Company. Approving
the Company's descent into the value-depressing land of the Pink
Sheets under the guise of avoiding Sarbanes-Oxley compliance
expense without exploring other alternatives available to the
Company, such as an outright sale, would seem to be a poor
application of your individual and collective business judgment.

     Given the timeliness and importance of the issues raised in
this letter relative to the Company's stated intent to relieve
itself of its reporting requirements despite admitting in print to
having over 800 shareholders of record, I will look forward to
your prompt response. If I have not received answers to these
questions by the close of business on Tuesday, March 2, 2004,
Henry reserves the right to forward this correspondence to the SEC
and the American Stock Exchange, the press and to other
shareholders of the Company.

                              Very truly yours,

                              HENRY INVESTMENT TRUST, L.P.
                              GENERAL PARTNER

                              by:  Canine Partners, LLC
                                   Its General Partner

                                   by:     /s/
                                        ____________________
                                        David W. Wright,
                                        President


OMEGA: S&P Puts Sr. Note & Preferreds Ratings on Watch Positive
---------------------------------------------------------------  
Standard & Poor's Ratings Services placed its ratings for Omega
Healthcare Investors Inc.'s existing senior unsecured debt and
preferred stock ratings on CreditWatch with positive implications.
At the same time, the 'BB-' corporate credit rating on Omega is
affirmed. In addition, Standard & Poor's assigned its 'BB-' rating
to the proposed offering of $200 million of new senior unsecured
notes. The rating actions affect $326 million of rated securities.
The outlook is stable.

"The rating on the proposed senior unsecured notes is contingent
upon Omega completing this offering and a new secured credit
facility that would result in a material reduction in encumbered
assets and encumbered income. The ratings on the existing debt and
preferred securities are placed on CreditWatch with positive
implications, with the technical upgrades contingent upon the
proposed financings being successfully completed. If the
transactions are executed as planned, the existing senior
unsecured notes and preferred stock ratings would be raised to
'BB-' and 'B', respectively, and removed from CreditWatch. If the
financings are not completed, the existing ratings on the debt and
preferred securities would remain intact and would be removed from
CreditWatch," said Standard & Poor's credit analyst George
Skoufis.

Timonium, Maryland-based Omega Healthcare Investors Inc. is a REIT
providing financing and capital to the long-term health care
industry with a particular focus on skilled nursing facilities.
The company owns or holds mortgages on 211 skilled nursing and
assisted living facilities with approximately 21,500 beds located
in 28 states and operated by 39 third-party health care operating
companies.


PACIFIC GAS: Proposes to Set-Up Escrowed Funds Investment Protocol
------------------------------------------------------------------
Pacific Gas and Electric Company asks Judge Montali to approve
procedures for the investment of escrowed funds and the payment
of disputed claims.

                 A. Investment of Escrowed Funds

The Plan provides that the Cash in the Disputed Claims escrow
accounts will earn interest at the same rate as if the Cash had
been invested in either:

   (a) money market funds consisting primarily of short-term U.S.
       Treasury securities; or

   (b) obligations of or guaranteed by the United States of
       America or any U.S. agency.

PG&E proposes to direct the escrow agent, Deutsche Bank Trust
Company Americas, to invest the funds in each of the Disputed
Claims escrows in accordance with PG&E's existing investment
policy.  Pursuant to the Investment Policy, the Escrowed Funds
will be invested primarily in institutional money market funds,
U.S. government money market funds and U.S. Treasury money market
funds, provided that the fund is rated "AAA" by Standard & Poor's
and Moody's Investors Service, has a minimum asset size of
$1,000,000,000, and conforms, in the case of any institutional
money market fund, to Rule 2a-7 of the Investment Company Act of
1940.  Because the amount of the funds in the Disputed Claims
escrows will be substantial, and because in some cases, the funds
may be held in the escrow for an extended period of time, PG&E
believes that it is reasonable and prudent to invest the funds in
accordance with the Investment Policy.  The investment allows
PG&E sufficient flexibility to diversify the investment of the
Escrowed Funds.

                B. Payment of Funds Out of Escrow

Pursuant to the Plan, distributions from the Disputed Claims
escrows are permitted only when a Disputed Claim becomes an
Allowed Claim, or when the Court otherwise resolves it.  PG&E
expects that it will be able to pay any Tax Claim or Claim in
Class 6 or Class 7 within five business days of the date that the
claim becomes an Allowed Claim, provided that PG&E and Deutsche
Bank Trust have received all of the documentation necessary to
pay the Claim.  Tax Claims, Class 6 Claims and Class 7 Claims
will accrue and be paid interest as provided in the Plan.

To efficiently administer the payment of Class 5 Disputed Claims
that become Allowed Claims, PG&E proposes to pay the Claim on a
monthly basis only.  Specifically, on the first business day of
each month, PG&E will pay any Disputed Claim that becomes an
Allowed Claim by the 24th day of the prior month, provided that
PG&E and Deutsche Bank Trust have received all of the necessary
payment documentation by the 24th day of the prior month -- or
the next business day if the 24th falls on a weekend or holiday.

The interest portion of the Claim would include two components:

   (a) Postpetition Interest accrued through the Effective Date
       on the allowed amount of the Claim, based on the interest
       rate for the Claim pursuant to the Plan; and

   (b) Interest accrued on the allowed amount of the Claim plus
       the Postpetition Interest component.

With respect to Class 5 Claims, on a monthly basis, funds will be
released from the Escrow Accounts to PG&E in the amount of any
difference between the amount paid on the Claim -- including the
interest component for the Claim -- and the amount reserved for
the Claim plus interest accrued on the amount while in escrow.  
In addition, to the extent a Tax Claim or a Disputed Claim in
Class 5 or Class 7 is disallowed pursuant to final order or
stipulation, PG&E will instruct Deutsche Bank Trust to release
funds to PG&E in the disallowed amount, plus any accrued
interest.

Pursuant to the Class 6 stipulation, as Allowed Class 6 Claims
are paid in full, the Disputed Claims escrow for Class 6 will be
reduced to reflect the difference between the Allowed Amount of
the claims and $1,600,000,000.

Except for the previously described distributions, no funds will
be released from the escrows without further Court order.

Headquartered in San Francisco, California, Pacific Gas and
Electric Company -- http://www.pge.com/-- a wholly-owned  
subsidiary of PG&E Corporation (NYSE:PCG), is one of the largest
combination natural gas and electric utilities in the United
States.  The Company filed for Chapter 11 protection on April 6,
2001 (Bankr. N.D. Calif. Case No. 01-30923).  James L. Lopes,
Esq., William J. Lafferty, Esq., and Jeffrey L. Schaffer, Esq., at
Howard, Rice, Nemerovski, Canady, Falk & Rabkin represent the
Debtors in their restructuring efforts.  On June 30, 2001, the
Company listed $23,216,000,000 in assets and  $22,152,000,000 in
debts. (Pacific Gas Bankruptcy News, Issue No. 72; Bankruptcy
Creditors' Service, Inc., 215/945-7000)   


PAK-A-SAK FOOD: Wants to Continue Employing Phillips as Officer
---------------------------------------------------------------
Pak-A-Sak Food Stores, Inc., asks permission from the U.S.
Bankruptcy Court for the Eastern District of North Carolina,
Wilson Division, to compensate and employ W. Jackson Phillips.

Mr. Phillips is a 54% shareholder, a director and serves as
President of the Debtor.  The Debtor seeks approval to pay Mr.
Phillips $100,000 in annual compensation.  In addition to his
salary, the Debtor provides Mr. Phillips with a cell phone for use
in the business.

Mr. Phillips was paid a total of $100,000 from the Debtor in the
12 months prior to filing of its chapter 11 petition.  Mr.
Phillips performs services on behalf of the Debtor on an average
of 50 hours per week.  In addition to his responsibilities and
duties as an officer and director, Mr. Phillips is responsible for
and oversees all activities relating to the Debtor's day-to-day
operations, including:

   a) seeking new business opportunities and expansion of the
      business;

   b) marketing and working with customers;

   c) providing overall direction of Debtor's day to day
      functions; and

   d) handling all financial needs for the Debtor.

Headquartered in Morehead City, North Carolina, Pak-A-Sak Food
Stores, Inc., is engaged in the business of operating grocery
stores located in Carteret County, Craven County and Onslow
County, North Carolina.  The Company filed for chapter 11
protection on January 22, 2004 (Bankr. E.D. N.C. Case No.
04-00590).  Trawick H. Stubbs, Esq., at Stubbs & Perdue, P.A.,
represents the Debtor in its restructuring efforts.  When the
company filed for protection from its creditors, it listed
$6,678,838 in total assets and $6,669,439 in total debts.


PARMALAT GROUP: Sells U.K. Operations to United Dairy Farmers
-------------------------------------------------------------
Parmalat Finanziaria SpA sold its dairy operations in the United
Kingdom to United Dairy Farmers Ltd.'s Dale Farm Group subsidiary
for an undisclosed amount, Bloomberg News reports.  

Parmalat U.K. was sold as a going concern 48 hours after
PricewaterhouseCoopers was appointed as administrators for the
company.  The sale does not include Parmalat U.K.'s importing
activities.

The Parmalat U.K. sells GBP30,000,000 in dairy products, such as
yogurt and cottage cheese, annually under the Losely and Lakeland
Maid brands.  Dale Farm is a dairy processor based in Belfast,
Northern Ireland.

PwC's Mike Jervis, Michael Horrocks and David Hargrave were
appointed joint administrators on February 16, 2004.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion  
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese,  butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located  
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No. 04-
11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  On June 30, 2003, the Debtors listed
EUR2,001,818,912 in assets and EUR1,061,786,417 in debts.
(Parmalat Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service, Inc., 215/945-7000)   


PARMALAT: Mexican Subsidiary Regains Access to Frozen Accounts
---------------------------------------------------------
Parmalat Finanziaria SpA, under |  Parmalat Finanziaria SpA in
Extraordinary Administration,   |  Amministrazione Straordinaria
communicates that as a result   |  informa che a causa degli
of actions taken by the Mexican |  interventi dell'autorita
judicial authorities at the     |  giudiziaria messicana su
request of Citigroup, its       |  richiesta di Citigroup, la
subsidiary company Parmalat De  |  propria controllata Parmalat
Mexico sa de C.V. is unable to  |  De Mexico Sa de C.V. non puo
process its payroll using the   |  provvedere al pagamento dei
financial resources provided to |  salari utilizzando le risorse
it by Parmalat SpA.             |  finanziarie messe a
                                |  disposizione da Parmalat SpA.
     This is an action that     |
puts at risk the survival of    |       Tale azione pregiudica la
the Mexican Company.            |  sopravvivenza della Societa
                                |  messicana.

           Mexican Unit Negotiates With Citigroup

While Parmalat de Mexico was able to comply with its wage
obligations to 400 employees on February 16, 2004, the Mexican
unit missed payments to all 40 of its local dairy farm suppliers.  
Citigroup, via its Mexican arm Banamex, froze Parmalat de
Mexico's accounts.  Several of the dairy suppliers have stopped
supplying services to the Mexican plant.

According to Hugo A. Lara, general director of Parmalat de
Mexico, the Company, along with parent Parmalat SpA, is working
to reach an agreement with Citigroup.  Parmalat de Mexico may
suspend operations if talks fail, Mr. Lara told Reuters.

On February 24, 2004, Parmalat de Mexico announced that it has
regained access to its account, the Bloomberg News reports.

Parmalat de Mexico opened in Mexico in 1995 in the western state
of Jalisco.  It has distribution centers in Mexico City, Jalisco
and the northern state of Nuevo Leon.

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


PG&E NATIONAL: USGeneral Taps Latham & Watkins as FERC Counsel
--------------------------------------------------------------
Debtor USGen New England, Inc. seeks Judge Mannes' permission to
employ Latham & Watkins, LLP, nunc pro tunc to the Petition Date,
as special Federal Energy Regulatory Commission counsel pursuant
to Section 327(e) of the Bankruptcy Code.

Currently, L&W is one of USGen's ordinary course professionals
retained pursuant to the Ordinary Course Professionals Order.  
USGen seeks to employ Latham as special counsel because the scope
of its services has become more extensive than originally
contemplated.  Latham's monthly fees may exceed the cap set by
the Court for ordinary course professionals.

Latham will provide advisory services relating to, and draft,
revise, negotiate and possibly file with the FERC, agreements
between USGen and the Independent System Operator-New England,
Inc., for the ISO-NE to fund the environmental upgrades needed to
comply with the Massachusetts Department of Environmental
Protection's implementation of the Clean Air Act requirements,
and any related FERC filings and litigation matters.

As special FERC counsel, Latham will perform its services in
accordance with its normal hourly rates.  Latham's fee
applications will include a description of the fees and expenses
incurred by R.W. Beck Inc., the consulting firm Latham retained
to advise on the engineering, procurement, and construction cost
process relating to the environmental upgrades of USGen's Salem
Harbor Facility, and to submit affidavits and testimony in
conjunction with the FERC proceedings that may arise from
Latham's legal work for USGen.  R.W. Beck's fees and expenses
will not exceed $300,000, provided, that the amount may be
exceeded with the consent of the Official Committee of USGen
Unsecured Creditors and the Office of the United States Trustee.

In accordance to its standard hourly rates, L&W's compensation
will be:

             Partners                    $465 - 795
             Associates                   205 - 395
             Legal Assistants             105 - 205

David Schwartz, Esq., a member at Latham, assures the Court that
the services to be rendered by Latham will not duplicate or
overlap with those rendered by USGen's other special regulatory
counsel, Winston & Strawn, LLP.

Mr. Schwartz discloses that Latham represents Societe Generale in
its role as administrative agent for a consortium of banks that
are parties to a Credit Agreement with GenHoldings I, LLC, which
is a subsidiary of National Energy & Gas Transmission, Inc.,
USGen's parent company.  Pursuant to the Ordinary Course
Professionals Order, Latham received $69,009 for services
rendered on USGen's behalf since the Petition Date.

During the 90-day period before the Petition Date, Latham
received $134,382 as compensation for the prepetition
professional services performed for USGen.  No amounts are owed
to Latham as of the Petition Date.

Mr. Schwartz attests that Latham does not bear any interest
adverse to USGen or its estate.

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- develops, builds, owns and operates  
electric generating and natural gas pipeline facilities and
provides energy trading, marketing and risk-management services.  
The Company filed for Chapter 11 protection on July 8, 2003
(Bankr. D. Md. Case No. 03-30459).  Matthew A. Feldman, Esq.,
Shelley C. Chapman, Esq., and Carollynn H.G. Callari, Esq., at
Willkie Farr & Gallagher represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $7,613,000,000 in assets and
$9,062,000,000 in debts. (PG&E National Bankruptcy News, Issue No.
16; Bankruptcy Creditors' Service, Inc., 215/945-7000)    


PHYSICIANS INSURANCE: S&P Cuts Ratings to Speculative Grade
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Physicians Insurance A Mutual
Co. and its wholly owned subsidiary, Northwest Dentists Insurance
Co.'s (NWD), to 'BBpi' from 'BBBpi'.

"Key rating factors include the parent company's weak and volatile
operating performance and extremely high geographic and product
line concentration, which are partially offset by its good
capitalization," observed Standard & Poor's credit analyst Tom
Taillon.

Based in Seattle, Washington, Physicians is a leader in medical
professional liability insurance and provides medical malpractice
insurance for physicians and surgeons. Physicians was founded in
1981 under the auspices of the Washington State Medical
Association and is owned and directed by physician policyholders.
The company is licensed in seven states. NWD is licensed in
Washington, Montana, and Idaho and operates principally in
Washington. The company is a wholly owned subsidiary of
Physicians. NWD writes medical malpractice insurance for dentists
on a claims-made basis. The company commenced operations in 1989.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain. They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than ratings
without a 'pi' subscript. Ratings with a 'pi' subscript are
reviewed annually based on a new year's financial statements, but
may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs. Ratings with a
'pi' subscript are not subject to potential CreditWatch listings.


PINNACLE: Reduces Tender Offer by $2 Million to $188 Million
------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) amended its previously
announced cash tender offer for its 9.25% Senior Subordinated
Notes due 2007 to revise the maximum principal purchase amount it
is seeking in the tender offer from $190 million to $188 million.  
The terms and conditions of the offer otherwise remain unchanged.
    
The purchase price for validly tendered Notes remains $1,032.08
per $1,000 principal amount of such Notes plus accrued and unpaid
interest to, but not including, the payment date.  The aggregate
principal amount of Notes currently outstanding is $350 million.  
The Company intends to fund the tender offer through a debt
financing of approximately $200 million and intends to pay for
accrued interest on Notes accepted in the tender offer
out of cash on hand.

The tender offer expires at 12:00 midnight, New York City time, on
Thursday, March 18, 2004, unless extended or earlier terminated.  
Tenders of Notes may not be withdrawn at any time, except as
required by applicable law.

If more than $188 million in aggregate principal amount of Notes
is properly tendered on or before the expiration date of the
tender offer, the Company intends to purchase Notes on a pro rata
basis in the tender offer, up to $188 million in aggregate
principal amount.  The Company's obligation to accept Notes
tendered, up to $188 million in aggregate principal amount, and
to pay the Purchase Price is subject to a number of conditions
which are set forth in the Offer to Purchase, dated February 20,
2004, and the Letter of Transmittal for the tender offer,
including the completion of the proposed debt financing.

Following completion of the tender offer, the Company currently
intends to exercise its right to redeem a principal amount of
Notes which, when added to the Notes purchased in the tender
offer, would result in up to a total of approximately $189 million
in aggregate principal amount of the Notes having been purchased
and redeemed.  The Notes are currently redeemable at $1,030.83
per $1,000 principal amount of such Notes, plus accrued interest
to the redemption date.  

Bear, Stearns & Co. Inc. and Lehman Brothers Inc. have been
retained as the dealer managers for the tender offer.  Questions
concerning the terms of the tender offer should be directed to
Bear, Stearns & Co. Inc., Global Liability Management Group, at
(877) 696-2327 or Lehman Brothers Inc., Liability Management Group
at (800) 438-3242.  The Bank of New York is the depositary agent
in connection with the tender offer.  D.F. King & Co., Inc.
is the information agent for the tender offer.  Requests for
copies of the Offer to Purchase and Letter of Transmittal may be
obtained from the information agent at (800) 758-5378.

                   About Pinnacle Entertainment

Pinnacle Entertainment owns and operates casinos in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area.  The Company is also developing a major casino
resort in Lake Charles, Louisiana and has proposed
two new developments in St. Louis, Missouri.

                         *   *   *
    
As reported in the Troubled Company Reporter's February 27, 2004
edition, Standard & Poor's Ratings Services assigned its 'CCC+'
rating to Pinnacle Entertainment Inc.'s proposed $200 million
senior subordinated notes due 2012.

At the same time, Standard & Poor's affirmed the company's
ratings, including its 'B' corporate credit rating. The outlook
remains stable. Total debt outstanding at Dec. 31, 2003, was
approximately $650 million.

The ratings reflect the company's relatively small portfolio of
casino properties that are not generally market leaders, the
expected increase in near-term growth-oriented capital spending,
and construction and start-up risks associated with its Lake
Charles development project. These factors are somewhat offset by
steady same-store operating results, minimal near-term maturities,
and ample current liquidity.

At the same time, Fitch Ratings has assigned a 'B-' rating to
Pinnacle Entertainment's senior subordinated notes and a 'B+'
rating to the company's senior secured bank facility. The rating
reflects the heavy capital investment schedule through 2008,
including the $325 million casino currently under construction in
Lake Charles, Louisiana, and uncertainty regarding the ultimate
returns on Pinnacle's investments. The investments are significant
in relation to Pinnacle's operating profile (with 2003 EBITDA of
approximately $90 million), and free cash flow will be negative
over the next several years as a result. Positive factors include
the company's high level of liquidity (more than $350 million)
which is more than sufficient to fund near term projects, a
somewhat diversified portfolio of assets (albeit in a number of
competitive markets), recent improved margin performance, an
improved capital structure and maturity profile, and demonstrated
access to capital. The Rating Outlook is Stable.


PLAINS EXPLORATION: Will Webcast Q4 & Year End Review Tomorrow
--------------------------------------------------------------
Plains Exploration (NYSE: PXP) announces the following Webcast:

    What:     Plains Exploration Fourth Quarter 2003 & Year End
              Review

    When:     Wednesday, March 10, 2004 @ 10:00 am Central

    Where:    http://www.plainsxp.com/

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


Contact: Joanna Pankey, Investor Relations of Plains Exploration,
1-832-239-6063 or 1-800-934-6083.

If you are unable to participate during the live webcast, you may
access the conference call by dialing 1-888-238-1551 or
international at 1-973-582-2773. A replay will be available
through 3/24/04 and can be accessed by dialing 1-877-519-4471 or
international at 1-973-341-3080. The replay ID is: 4577444. The
call will be archived at http://www.plainsxp.com/

PXP is an independent oil and gas company primarily engaged in the
upstream activities of acquiring, exploiting, developing and
producing oil and gas in its core areas of operation: onshore
California, primarily in the Los Angeles Basin, and offshore
California in the Point Arguello unit, East Texas and the Gulf
Coast region of the United States. PXP is headquartered in
Houston, Texas.

                         *   *   *

As reported in the Troubled Company Reporter's February 16, 2004
edition, Standard & Poor's Ratings Services placed its 'BB-'
ratings on Plains Exploration & Production Co. and Nuevo Energy
Co. on CreditWatch with positive implications. These rating
actions follow the announcement that Plains will merge with Nuevo
in a stock-for-stock transaction.

The CreditWatch listing is predicated on the following factors:

     -- The transaction is expected to yield significant operating
        efficiencies. Management expects at least $20 million in
        annual cost savings. These cost savings estimates are
        realistic because of the significant geographic overlap of
        operations.

     -- Plains is expected to preserve the acquisition economics
        and its cash flow protection measures by hedging a
        significant amount of its production at attractively
        priced levels through 2006. Over the next two years,
        Plains will likely generate at least $100 million of free
        cash flow after budgeted capital expenditures, allowing
        for debt reduction.

     -- The acquisition will substantially increase the scale of
        the company's largest operating area, California. Pro
        forma proved develop reserves are expected to increase to
        489 million barrels of oil equivalent; 83% oil, 71% proved
        developed.

The CreditWatch listing will be resolved at the time of closing of
the acquisition. A ratings upgrade is possible, pending
consummation of the acquisition, further discussions with
management, and Standard & Poor's review of the company's
financial and business profiles.


PODIATRY INSURANCE: S&P Lowers Counterparty Credit Rating to BBpi
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
and financial strength ratings on Podiatry Insurance Co. of
America (RRG), A Mutual Co. (PICA) to 'BBpi' from 'BBBpi'.

"Key rating factors include the company's weak operating
performance and high product line concentration, which are
partially offset by its good capitalization," observed Standard &
Poor's credit analyst Tom Taillon.

Headquartered in Brentwood, Tennessee, PICA writes professional
and general liability insurance for podiatrists. The company,
which began operations in 1981, is licensed in all 50 states and
the District of Columbia. In 2002, the company purchased the
assets of Serta Co. from Serta and John A. Roesser and entered
into a quota share reinsurance agreement with Gulf Insurance Co.
Currently, the company has three subsidiaries: PICA Management
Services, Inc., PACO Assurance Co., Inc., and PICA Group
Services Inc.  

The company is rated on a stand-alone basis.

Ratings with a 'pi' subscript are insurer financial strength
ratings based on an analysis of an insurer's published financial
information and additional information in the public domain. They
do not reflect in-depth meetings with an insurer's management and
are therefore based on less comprehensive information than ratings
without a 'pi' subscript. Ratings with a 'pi' subscript are
reviewed annually based on a new year's financial statements, but
may be reviewed on an interim basis if a major event that may
affect the insurer's financial security occurs. Ratings with a
'pi' subscript are not subject to potential CreditWatch listings.


SABINA FASANO LLC: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtors: Sabina Fasano LLC
                 Ebizcap LLC
                 1223 Wilshire Boulevard #418
                 Santa Monica, California 90403

Involuntary Petition Date: March 2, 2004

Case Numbers: 04-14643 and 04-14646

Chapter: 11

Court: Central District of California      

Judge: Maureen Tighe

Petitioners' Counsel: Frank W. Moloy, Esq.
                      Hunter, Molloy & Salcido, LLP
                      251 South Lake Avenue, Suite 330
                      Pasadena, California 91101
                      Tel: 626-568-2500
         
Petitioners: National Diversified Funding Corp.
             1223 Wilshire Boulevard #418
             Santa Monica, CA

             Structured Financial Innovations, Inc.
             4851 LBJ Freeway, #410
             Dallas, TX 75244

             National Diversified
             1223 Wilshire Boulevard #418
             Santa Monica, CA

             Structural Dynamics, LLC
             4851 LBJ Freeway, #410
             Dallas, TX 75244
                                  
Total Amount of Claim: $701,000


SAFETY-KLEEN: Gets Nod for Ashland Settlement Agreement
-------------------------------------------------------
In August 1999, Safety-Kleen Systems, Inc., and certain of its
direct and indirect subsidiaries entered into a Services
Agreement, a Stock Purchase Agreement and a related Marketing
Agreement with Ashland Inc.  Under the Services Agreement, Ashland
is obligated to pay for the services Systems performed for and on
its behalf from January 2002 through October 2002.  Among other
things, Systems collected, received, acquired, handled,
transported, stored, treated, used, marketed, recycled and
disposed of various waste materials and products from Ashland's
sites.  Systems continued to perform the Services for Ashland
after the Petition Date.

Under the Stock Purchase Agreement, Ashland sold to Systems all of
the issued and outstanding shares of the capital stock of Ecogard.  
The primary business of Ecogard was the collection of used oil,
used oil filters, and spent antifreeze from waste generators and
the recycling of the collected materials.

Systems is also a party under a Waste Materials Collection
Agreement with Valvoline Instant Oil Change, a division of
Ashland.  

After the Petition Date, Ashland filed a proof of claim in the
Chapter 11 case of The Solvents Recovery Service of New Jersey,
Inc., asserting a general, unsecured claim for $1,473,192.25.  
Ashland later reduced the Claim to $764,580.68.

Ashland also filed an administrative claim for $2,700,000 against
Systems based on the 1999 Agreements.  Subsequently, Systems and
other Debtors brought a lawsuit against Ashland in the Bankruptcy
Court to avoid and recover preferential or fraudulent transfers,
collect $3,680,000 from Ashland, and object to Ashland's
administrative expense claim.

Under the terms of the Plan, the right to prosecute and settle
avoidance actions was transferred to the Safety-Kleen Creditor
Trust.

                    The Settlement Agreement

Subsequently, Oolenoy Valley Consulting, LLC, as Trustee, and
Systems on the one hand, and Ashland and Valvoline on the other,
decided to settle the disputes on these terms:

       (1) Ashland will deliver to:

                (i) Systems $210,000 as settlement payment; and

               (ii) the Trust $40,000 as settlement payment;

       (2) Upon receipt of the funds, all matters in contest,
           including the adversary proceeding, are deemed
           withdrawn;

       (3) The parties agree none of them will bring any other
           proceedings, claims or actions against the other
           seeking the avoidance of transfers by Safety-Kleen
           to Ashland;

       (4) The Ashland proofs of claim are disallowed and
           expunged, including the administrative expense claim;
           and

       (5) The parties exchange mutual releases. At the Trustee's
           behest, Judge Walsh approves the settlement. (Safety-
           Kleen Bankruptcy News, Issue No. 74; Bankruptcy
           Creditors' Service, Inc., 215/945-7000)    


SATURN (SOLUTIONS): Files Notice of Intention to File Under BIA
---------------------------------------------------------------
Saturn (Solutions) Inc. filed, with the Official Receiver for the
bankruptcy division of Montreal, of a notice of intention to make
a proposal pursuant to the Bankruptcy and Insolvency Act, under
which Richter & Associates has been appointed as the trustee.
Saturn now disposes of a period of 30 days in which to submit a
proposal to its creditors, which delay may be extended upon
application to the Commercial Division of the Superior Court in
the judicial district of Montreal.

Saturn also announces that Saturn Solutions Corp, its wholly-owned
subsidiary based in Orem, Utah, has sold substantially all of its
assets and business to Inoveris, LLC. The entire net proceeds from
the sale, after the payment of the expenses related to the
transaction, have been applied by Saturn to reduce its bank
indebtedness.

Saturn is currently considering its strategic alternatives with a
view to concluding a similar transaction with respect to its
Canadian assets.


SBA COMMS: Improved Liquidity Prompts S&P to Up Junk Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Boca Raton, Florida-based wireless tower operator SBA
Communications Corp. to 'CCC+' from 'CCC'. The senior unsecured
debt rating, which was raised to 'CCC-' from 'CC', remains two
notches below the corporate credit rating due to the material
amount of priority obligations relative to the estimated asset
value. These ratings were removed from CreditWatch, where they
were placed with positive implications on Jan. 23, 2004. The
ratings outlook is stable. SBA Communications had total debt of
about $870 million ($965 million after adjusting for operating
leases) at Dec. 31, 2003.

The 'CCC+' rating on the bank loan of SBA Senior Finance Inc., a
wholly owned subsidiary of SBA Communications, was affirmed.
However, as the result of SBA Senior Finance upsizing the bank
facility to $400 million from the preliminary $350 million that
Standard & Poor's rated in late-January 2004, the recovery rating
has been lowered to '3', indicating expectations for a meaningful
(50%-80%) recovery of principal in the event of a default, from
the previous rating of '2'.

"The upgrades are based on improved liquidity prospects as the
result of the company refinancing its old credit facility with the
$400 million bank credit facility," explained Standard & Poor's
credit analyst Michael Tsao. "Without the refinancing, the company
faced significant debt amortization in each of the years during
the 2004-2007 time period. However, with minimal amortization on
the new bank facility, the risk of SBA Communications having a
liquidity issue before 2008 has been substantially lessened."

Nonetheless, ratings on SBA Communications still reflect its
substantial leverage, which is a consequence of its past expansion
activities. During the 1999-2001 time frame, the company incurred
more than $650 million of debt to finance the acquisition and
building of about 3,500 towers, based on the expectation that
growth in wireless services would strongly bolster demand for
limited tower space. However, as wireless carriers scaled back
their capital spending beginning in 2001, largely in response to
market conditions, SBA Communications was unable to grow EBITDA
fast enough and reduce leverage despite trimming expenses and
selling more than 780 towers in 2003. At Dec. 31, 2003, leverage
was an aggressive 13x debt to annualized EBITDA (12.7x after
adjusting for operating leases).

Somewhat mitigating SBA Communications' weak financial risk
profile are several favorable characteristics of the tower leasing
business and the expectation that wireless carriers will maintain
or increase tower-related spending. The tower leasing business has
significant barriers to entry, such as real estate zoning, high
customer switching costs, and long-term leasing contracts. Lease
contracts contain provisions for 3%-5% annual rental rate
increases and have historically been renewed nearly 100% of the
time by carriers due to the importance of towers in wireless
communications. Towers are relatively immune to technology risk
since they are not dependent on the type of transmission/reception
technologies used by carriers, and do not face any economically
viable alternative. Lastly, the leasing business enjoys strong
operating leverage, as towers have mostly fixed costs relating to
ground leases, taxes, and maintenance. Given the continued growth
of the wireless industry and that carriers are placing more
emphasis on service quality with the advent of wireless number
portability, SBA Communications will likely enjoy some additional
leasing activity. Despite the company's sizable exposure to the
low-margin site development business, which is the main reason
behind SBA Communications having below tower industry average
EBITDA margins, Standard & Poor's expects these positive factors
of the leasing business to drive consolidated EBITDA margins to
40% in the next few years (from about 29% for the quarter ended in
December 2003) and enable the company to generate about $20
million of annual free cash flow starting in 2004.

SBA Communications is among the largest independent operators of
wireless communications towers in the U.S., with about 3,000
towers. The company derives its revenues from tower leases and
site development services. SBA leases antenna space on towers
owned and operated by the company, primarily to the major wireless
carriers and their affiliates under long-term contracts with
annual rent escalator provisions. In site development, the company
serves as a consultant to wireless service providers in areas of
site acquisition, network planning, radio frequency engineering,
and construction. This business, which accounts for about 40% of
SBA Communications' total revenues, but less than 10% of EBITDA,
is highly volatile due to unpredictable carrier spending patterns
and strong competition.


SILVO HOME: Creative Catalogs Corporation Acquires Company
----------------------------------------------------------
The name and assets of Silvo Hardware Company, mailer of the Silvo
Home & Garden catalog, which filed for Chapter 11 bankruptcy in
January 2004, were acquired by Creative Catalogs Corporation
through its newly-created subsidiary holding company, Silvo, LLC,
on March 2, 2004.

Creative Catalogs Corporation, which also owns the Personal
Creations(R) catalog and operates the Web site
--http://www.personalcreations.com/-- is a privately- held  
catalog and Internet direct marketing company formed in 1997.
Silvo, LLC, will be based out of the company's headquarters and
fulfillment center in Burr Ridge, Ill. An improved and expanded
Silvo Home & Garden(R) catalog will be distributed in early April
and a redesigned web site will be launched in the spring.

"We're very excited to add the Silvo Home & Garden catalog to our
group," said John Semmelhack, CEO and President of Creative
Catalogs Corporation. "Silvo fits perfectly into our business and
offers a counter-seasonal balance to our Personal Creations
business. With our expertise in direct and Internet marketing,
coupled with our strong operation, we have a great opportunity to
grow the Silvo Home & Garden business."

The Silvo Home & Garden catalog offers hundreds of quality
products designed to beautify home and garden and to simplify
daily life. Personal Creations manufactures personalized gifts
using a variety of personalization methods and distributes them
through the company's catalog and web site at:

              http://www.personalcreations.com/


SOLUTIA: Will Raise Prices for Vydyne(R) Nylon 6,6 on March 20
--------------------------------------------------------------
Effective March 20, 2004 Solutia Inc. (OTC Bulletin Board: SOLUQ)
will increase the price of Vydyne(R) nylon 6,6 engineering
thermoplastic resins in North America by ten percent. During the
past several years Solutia has taken action to reduce fixed costs
and improve process efficiencies. However, ongoing elevated raw
material prices have eroded margins, making this price increase
necessary.

                    Corporate Profile

On December 17, 2003, Solutia Inc. and 14 of its U.S. subsidiaries
filed voluntary petitions for reorganization under chapter 11 of
the U.S. Bankruptcy Code in the U.S. Bankruptcy Court of the
Southern division of New York. Solutia's affiliates outside of the
United States were not included in the Chapter 11 filing.

Solutia -- http://www.Solutia.com/-- uses world-class skills in  
applied chemistry to create value-added solutions for customers,
whose products improve the lives of consumers every day. Solutia
is a world leader in performance films for laminated safety glass
and after-market applications; process development and scale-up
services for pharmaceutical fine chemicals; specialties such as
water treatment chemicals, heat transfer fluids and aviation
hydraulic fluid and an integrated family of nylon products
including high-performance polymers and fibers like Vydyne(R)
Nylon 6,6 and Ascend(TM) Nylon 6,6 Fiber Polymer.


STANDARD COMMERCIAL: S&P Rates New Debt Issues at Lower-B Level
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' senior
unsecured debt rating to Standard Commercial Corp.'s proposed $150
million senior notes due 2012, which are being offered pursuant to
Rule 144A under the Securities Act of 1933. The notes will be
guaranteed by Standard Commercial Tobacco Co. Inc. one of the
principal operating subsidiaries of Standard Commercial.

At the same time, Standard & Poor's assigned its 'BB+' senior
unsecured debt rating to SCTCI, Standard Commercial Tobacco Co.
(UK) Ltd (SCTCUK), and Trans-Continental Leaf Tobacco Co. Ltd.
(TCLTC)'s proposed $150 million unsecured revolving credit
facility maturing in 2007. This facility will be guaranteed by
Standard Commercial Corp. In addition, SCTCI shall guarantee any
utilization by SCTCUK or TCLTC, and SCTCUK and TCLTC shall cross-
guarantee each other under the revolving credit facility.
Furthermore, borrowings by SCTCI under the revolving credit
facility shall be limited to $50 million.

In addition, Standard & Poor's affirmed its 'BB+' corporate credit
and senior secured debt ratings and its 'BB-' subordinated debt
rating on Standard Commercial. Proceeds from the debt offerings
will be used to redeem all of the company's outstanding 8.875%
senior secured notes due 2005 and all of its 7.25% convertible
subordinated debentures due 2007, as well as to repay a portion of
its secured revolving credit facility. Standard & Poor's will
withdraw its ratings on the 8.875% senior notes and convertible
subordinated debentures after they have been repaid in full.

The ratings outlook is stable. About $408.3 million of total rated
debt was outstanding at Wilson, North Carolina-based Standard
Commercial at Dec. 31, 2003.

The new senior unsecured notes and revolving credit facility are
not notched down because Standard & Poor's expects that the
average usage under the existing local seasonal lines of credit
will be about $100 million. In addition, Standard & Poor's expects
that the debt associated with the discontinued wool operations
will be repaid by the end of fiscal 2005. If it is not, Standard &
Poor's will reevaluate the senior unsecured notching.

"The ratings on Standard Commercial reflect the company's position
as one of the leading independent leaf tobacco dealers with about
a 22% market share, sourcing diversification, and strong customer
relationships. These factors are offset by its leveraged financial
profile and customer concentration risk," said Standard & Poor's
credit analyst Jayne M. Ross.


STATION CASINOS: S&P Assigns BB- Rating to $450-Mil. Senior Notes
-----------------------------------------------------------------  
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Station Casinos Inc.'s $450 million senior notes due
April 1, 2012. Proceeds from the notes will be used to redeem the
company's $400 million 8.375% senior notes due Feb. 15, 2008, and
to pay fees and expenses associated with the offering.

At the same time, Standard & Poor's affirmed its ratings,
including its 'BB' corporate credit rating, on the company. Las
Vegas, Nevada-based Station is the largest owner of off-Strip
casino properties. The outlook is stable. Total debt outstanding
was approximately $1.16 billion at Dec. 31, 2003.

For the year ended Dec. 31, 2003, Station reported EBITDA
(excluding equity in earnings from Green Valley Ranch) of
approximately $275 million due to stable performance in Las Vegas
and increased management fees. "As a result of the continued good
operating performance, credit measures have improved to a level
more in line with the ratings. Standard & Poor's expects these
credit measures to continue to improve in the near term, despite
growth opportunities," said Standard & Poor's credit analyst
Michael Scerbo.

Offsetting the greater internally generated cash during 2003, was
a sizable increase in Station's capital spending. Standard &
Poor's expects internally generated cash to increase in 2004 given
the full year contribution from Thunder Valley, and an anticipated
improvement in the operating environment in Las Vegas. However,
the majority of internally generated cash during this period will
be used to fund previously outlined capital projects, including
the $450 million-$475 million Red Rock development (Summerlin,
Nevada), recently announced expansions at Santa Fe Station and
Fiesta Rancho, and the continued purchase of EZ-Pay slot machines.
Still, given the sources of capital outlined above, Station's
liquidity position is adequate.


SUMMIT SECURITIES: Insurance Subsidiaries Put Under Rehabilitation
------------------------------------------------------------------
Summit Securities, Inc. acknowledged action taken last week by the
Arizona and Idaho State Departments of Insurance (the "DOI") to
initiate a voluntary rehabilitation of, appoint a receiver or
rehabilitator for, and assume control of Summit's wholly owned
subsidiaries, Old West Annuity & Life Insurance Company and Old
Standard Life Insurance Company. Since December 2003, the
respective DOIs have been engaged in supervising the Insurance
Subsidiaries.

"We understand that the Departments of Insurance took this action
to ensure the financial protection of the Insurance Subsidiaries,"
said William A. Smith, Summit's President. "We believe that the
DOI's actions are taken to protect the Insurance Subsidiaries'
policyholders and annuitants."

On February 4, 2004, Summit filed for protection under Chapter 11
of the U.S. Bankruptcy Code. The Insurance Subsidiaries were not
included in that as they are not eligible debtors under federal
bankruptcy law. The actions of the DOI may affect Summit's ability
to effect a reorganization and has caused Summit to consider other
options besides the previously announced debt-for-equity
reorganization. Summit remains committed to fulfilling its
obligation to maximize the value of the bankruptcy estate for the
benefit of Summit's creditors.


SUN MICROSYSTEMS: S&P Downgrades Corporate Credit Rating to BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sun Microsystems Inc. to 'BB+' from 'BBB'. The ratings
were removed from CreditWatch, where they were placed on Oct. 17,
2003.

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

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

Sun Microsystems has a good but not leading position (based on all
operating systems) in the highly competitive global server market,
a relatively narrow revenue base--particularly in comparison to
major competitors, and inconsistent profitability. These factors
are partly offset by moderate debt levels and ample liquidity.

Despite continuing year-over-year revenue declines, ongoing
cost-reduction efforts have enabled Sun to maintain largely
positive EBITDA. However, Standard & Poor's does not expect
profitability to return to historical levels in the near-to-
intermediate term, given fierce industry price competition and
Sun's high R&D investment rate.

While near-term free operating cash flow (after capital
expenditures) is expected to be weak, more than $5 billion in cash
and marketable securities provide ample liquidity. Standard &
Poor's expects that Sun will maintain cash and marketable
securities levels in excess of $3 billion.


SUPERIOR ESSEX: Total Debt Reduced by $1B to $200MM at Dec. 2003
----------------------------------------------------------------
Superior Essex Inc. (SESX.OB), one of the largest wire and cable
companies in North America, reported its December 31, 2003
financial results.

Superior Essex Inc. was incorporated in 2003, and on November 10,
2003, pursuant to a Plan of Reorganization under Chapter 11 of the
Bankruptcy Code, acquired the assets and business formerly
conducted by Superior TeleCom Inc.

"I am very pleased with the progress we have made on multiple
fronts over the past four months since Superior Essex acquired the
operations of Superior TeleCom. Our corporate organization is
fully operational, our businesses are stabilizing, our operating
results were consistent with our expectations, our new capital
structure is providing the intended financial flexibility to
support our business plan and our outlook is for a profitable
2004", stated Stephen Carter, Chief Executive Officer of Superior
Essex. Mr. Carter joined the Company in November 2003, coincident
with the Superior Essex acquisition of the operations of Superior
TeleCom.

                 Financial Results Presentation
                  and Supplemental Disclosures

The financial results reported by Superior Essex for the December
31, 2003 fiscal period include the operating results for the seven
week period from November 11, 2003 (the date of the acquisition
and the consummation of the Plan of Reorganization) through
December 31, 2003. Also reported herein are the historical results
for Superior TeleCom for the period from January 1 through
November 10, 2003 and for the December 31, 2002 fiscal year. The
financial results of Superior Essex are not necessarily
comparative with the historical financial results of Superior
TeleCom due to the adoption by Superior Essex of "fresh-start"
reporting (resulting in an adjustment to the carrying value of
certain assets and liabilities) and the significant change in
capital structure resulting from the Plan of Reorganization.

The Company is providing certain supplemental comparative
financial information on a combined basis for Superior Essex and
Superior TeleCom for the 2003 fourth quarter and fiscal year
periods. This combined financial information is presented on both
a consolidated and business segment basis, including supplemental
segment data in 2002 segregating businesses sold in December 2002.
The usefulness of this information may be limited due to the
aforementioned factors, including the application of fresh-start
reporting.

The Company is providing certain supplemental Adjusted EBITDA
comparisons (defined as earnings before interest, taxes,
depreciation, amortization, loss on asset sale and impairments and
restructuring items and other charges), which is a non-GAAP
financial measure. This Company-defined measure is being provided
because management believes that it is useful in analyzing the
underlying operating performance of the business before the impact
of various reorganization and other charges incurred during,
after, and for the periods leading up to, Superior TeleCom's
financial restructuring. A reconciliation of Adjusted EBITDA to
GAAP Operating Income has been provided in the supporting tables
included herein.

Due to the increase in copper costs from 2002 to 2003, the Company
is also providing supplemental sales data, adjusted to a constant
$0.80 per pound COMEX cost of copper to aid in a comparison of
period-to-period revenues.

            Reported Historical Financial Results

For the seven week period from November 11 through December 31,
2003, Superior Essex reported revenues of $126.4 million and a net
loss of $2.4 million, or $0.15 per share. The reported net loss
included pre tax restructuring items and other charges of $1.2
million ($0.05 per share after tax), consisting principally of
professional fees related to the implementation of the Plan of
Reorganization and employee retention and severance payments.

For the period from January 1 through November 10, 2003, Superior
TeleCom reported revenues of $861.6 million and net income of
$877.7 million. Net income for the period included an $890.7
million gain from reorganization items, principally consisting of
a gain on debt cancellation from the Chapter 11 financial
restructuring.

                Reportable Business Segments

In 2002 and 2003, reported operating segments included
Communications Cable and Magnet Wire and Distribution. The 2002
operating results also included the Electrical segment, and the
results of DNE Systems Inc. and Superior Cables Ltd. (which were
included in the Communications Cable segment in 2002) through the
date of their sale in December 2002.

Upon the sale of the Electrical segment, copper rod capacity
became available that was previously used to service the internal
requirements of the Electrical segment. As a result, after the
sale of the Electrical segment Superior TeleCom began, and
Superior Essex continued, the sale of copper rod to third parties,
resulting in separate reporting of revenues from outside copper
rod sales for one month in 2002 and for all of 2003.

         Supplemental Disclosures-Combined Operating Results

For the quarter ended December 31, 2003, combined revenues of
Superior Essex and Superior TeleCom were $242.1 million, compared
to $303.2 million for the same period in 2002. Included in fourth
quarter 2002 revenues were $109.6 million in revenues from
businesses sold. Excluding revenues from business sold in 2002,
combined revenues increased $48.5 million, or 25%, in the 2003
fourth quarter, resulting principally from increased copper rod
sales and the impact on net sales of higher average copper costs
in the 2003 period.

Combined operating income totaled $0.6 million in the fourth
quarter of 2003, compared to an operating loss of $394.9 million
in the same period of 2002. The increase in operating income
primarily reflects a $393.1 million loss on asset sale, asset
impairment, restructuring and other charges in the fourth quarter
of 2002, as compared to $2.9 million of restructuring and other
charges for the fourth quarter of 2003.

Combined Adjusted EBITDA was $9.2 million in the fourth quarter of
2003, compared to $8.1 million in the fourth quarter of 2002. The
increase in Adjusted EBITDA was the result of several factors,
including comparative growth in the Communications Cable segment
Adjusted EBITDA, lower corporate expenses, and the impact in 2002
of losses from businesses sold, partially offset by a comparative
decline in Adjusted EBITDA from the Magnet Wire and Distribution
segment.

For the year ended December 31, 2003, combined revenues were $988
million, compared to $1.44 billion for the same period in 2002.
The 2002 full year revenues included $581.3 million in revenues
from businesses sold. Excluding revenues from businesses sold in
2002, revenues increased $129.3 million in 2003, or 15%, again due
principally to higher outside sales of copper rod and the impact
on net sales of higher average copper costs in the 2003 period.

Combined operating income for the year ended December 31, 2003 was
$15.3 million, compared to an operating loss of $513.0 million for
the full year in 2002. The increase in operating income primarily
reflects a $540.4 million loss on asset sale, asset impairment,
restructuring and other charges in 2002, as compared to $9.8
million of restructuring and other charges in 2003.

Combined Adjusted EBITDA for the 2003 fiscal year was $53.6
million, compared to $72.5 million in 2002. The 2003 fiscal year
decline in Adjusted EBITDA was attributable to $4.6 million in
Adjusted EBITDA from businesses sold in 2002, as well as a year
over year decline in Adjusted EBITDA from the Company's Magnet
Wire and Distribution business segment.

                    Supplemental Disclosures
               Business Segment Operating Results

On a business segment basis, the Communications Cable segment
recorded combined revenues of $81.3 million in the fourth quarter
of 2003, compared to $97.0 million in the fourth quarter of 2002.
Adjusted to a constant cost of copper ("copper adjusted"), and
excluding revenues from businesses sold in 2002, revenues
increased 15% in the fourth quarter of 2003 as compared to 2002.
The 2003 fourth quarter adjusted revenue gains were attributable
to stabilizing conditions in the telecommunications market and
further enhanced by one-time orders from a major telephone company
customer. For the full year, copper adjusted revenues excluding
businesses sold declined by 4% as compared to 2002.

In the Magnet Wire and Distribution segment, combined revenues for
the fourth quarter increased by 3% over the fourth quarter of
2002. On a copper adjusted basis, revenues declined 3% as compared
to the fourth quarter of 2002 and declined 5% for the 2003 full
year. The 2003 decline in revenues reflects continued weak
economic conditions in this segment's principal industrial
markets.

          Debt, Capital Structure and Liquidity

The Company reported total debt at December 31, 2003 of $200
million, a reduction of nearly $1 billion as compared to Superior
TeleCom's total debt at December 31, 2002. Total stockholders'
equity at December 31, 2003 was $163.9 million.

The Company's total debt at December 31, 2003 included $145
million in 9.5% Senior Notes (due in 2008), $42 million drawn on
its $120 million revolving credit facility (due in 2007) and $13
million in other debt. In January 2004 the Company received
ratings from Standard & Poors and Moody's on its corporate debt,
achieving a credit rating of BB/B1 on the revolving credit
facility and B+/B2 on the Senior Notes.

At December 31, 2003, the Company had $74 million in cash and
available liquidity under its revolving credit facility.

               Stephen Carter's CEO Comments

"We have made significant advances since the completion of the
financial restructuring and the emergence of Superior Essex as the
new parent company for our $1 billion wire and cable operations.

"At the corporate level, we have established a new Board of
Directors that is working hand in hand with me and senior
management on tactical, strategic, and applicable corporate
compliance matters. We have also recently completed the
registration of Superior Essex common shares and our stock is now
trading in the public markets on the OTC Bulletin Board. As our
shareholder base continues to grow, we will seek a listing as soon
as possible on the NASDAQ National Market system which should
provide our shareholders more liquidity and increase Superior
Essex exposure in the investment community.

"From a capital structure perspective, the financial restructuring
that was completed last November resulted in a solid balance sheet
and strong liquidity. With more than $70 million of cash and
available liquidity on our revolving credit facility at year end,
$17-18 million in annual interest expense and no near term debt
principal amortization, we should have the financial resources
necessary to drive organic and strategic growth in our core
businesses.

"In terms of operating results, we did report a net loss for the
seven week period ended December 31, 2003 of $2.4 million.
However, November and December are by far our slowest seasonal
months in both of our core business segments, and the results we
reported for this stub period were in line with our expectations.
We do expect profitable results in the first quarter of 2004 and
for the full year.

"We did achieve year over year revenue growth and a comparative
increase in operating income and Adjusted EBITDA in the fourth
quarter despite lower pricing levels in both of our key core
markets. This performance reflects increased revenues in our
Communications Cable segment, manufacturing cost absorption
improvements, and lower corporate costs.

"On a business segment basis, our Communications Cable segment
recorded the first quarterly year over year revenue increase since
2000. This business is substantially impacted by conditions in the
telecommunications market which we believe reached a trough in the
fourth quarter of 2002. In 2003, revenues in this segment were
reasonably stable, with year over year revenue comparisons
improving progressively through the year. Our near-term outlook is
for the continuation of stable demand at the current historically
depressed levels in this industry.

"In our Magnet Wire and Distribution segment, the main demand
drivers are industrial production (capital and durable goods) and,
secondarily, automotive production and commercial construction.
While the economy has experienced generally broad based economic
expansion in the second half of 2003, the industrial markets have
continued to lag the general recovery, resulting in the year over
year revenue and operating profit decline in this segment. We do
believe the economic recovery will impact our end markets
favorably in 2004, with demand levels generally in line with what
we experienced in 2003.

                         Outlook

"As we approach 2004, we have reasons to be cautiously optimistic,
including the stabilization we experienced in our core markets in
2003 and recent industry indicators that imply an opportunity for
moderate top line demand strengthening in 2004. However, both of
our core markets are extremely competitive, with industry wide
excess capacity. Additionally, we must contend with continued
demand leakage from certain of our magnet wire customers that are
relocating production to lower cost overseas locations.

"Considering all of these dynamics, we believe we will experience
generally stable EBITDA levels in 2004 and overall positive net
income. In the first quarter of 2004, we would expect positive net
income and seasonally stronger revenues and EBITDA as compared to
the fourth quarter of 2003."

                    About Superior Essex

Superior Essex Inc. is one of the largest North American wire and
cable manufacturers and among the largest wire and cable
manufacturers in the world. Superior Essex manufactures a broad
portfolio of wire and cable products with primary applications in
the communications, magnet wire, and related distribution markets.
The Company is a leading manufacturer and supplier of copper and
fiber optic communications wire and cable products to telephone
companies, distributors and system integrators; a leading
manufacturer and supplier of magnet wire and fabricated insulation
products to major original equipment manufacturers (OEM) for use
in motors, transformers, generators and electrical controls; and a
distributor of magnet wire, insulation, and related products to
smaller OEMs and motor repair facilities. Additional information
can be found on its web site at http://www.superioressex.com/


SYMBIAT INC: Board Opts to Cease Operations & File for Chapter 7
----------------------------------------------------------------
Symbiat, Inc. (PINK SHEETS: SYBA) announced that its Board of
Directors has exhausted all options in its attempts to restructure
the company.

On March 4, 2004, LC Capital Partners, LP, Symbiat's primary
secured lender, declared Symbiat in default of a promissory note
in the amount of $3,074,950.44.

After careful review, and due to Symbiat's continued insolvency,
the Board of Symbiat voted on March 5, 2004 to move forward toward
discontinuing all operations and filing for bankruptcy protection
under Chapter 7 of the United States Bankruptcy Code.

In August of 2003, the Board of Directors at Symbiat appointed
Philadelphia Brokerage to act as the Placement Agent for a Private
Placement of convertible preferred stock. Loans advanced from
Philadelphia Brokerage Corporation to Symbiat during the September
to November 2003 time frame, allowed Symbiat to satisfy a
substantial amount of existing obligations related to the
Computone hardware discontinued business segment as well as fund
ongoing operating deficits. This private placement, however, was
insufficient to sustain Symbiat's ongoing business operations.
Symbiat has explored many options for restructuring and raising
additional capital. None of these options were successful.

                    About Symbiat, Inc.

Symbiat, Inc. (f/k/a Computone Corporation) had been a leader in
the IT industry since 1984. It designed, manufactured and marketed
a line of intelligent servers for secure remote network
management, secure E-commerce, and remote access communications
for Internet. Multi-User Solutions d/b/a Symbiat Services,
subsidiary of Symbiat, provided nationwide on-site hardware
maintenance, operating system support, systems integration, and
logistics management to customers in North America.


TARGET TWO: Signing-Up Nicholas Fitzgerald as Bankruptcy Counsel
----------------------------------------------------------------
Target Two Associates LP asks the U.S. Bankruptcy Court for the
Southern District of New York for approval to retain Fitzgerald
and Associates as its bankruptcy counsel to:

   a. give the Debtor legal advice with respect to its powers
      and duties as Debtor-in-Possession in the continued
      operation of its business;

   b. prepare, on behalf of the Debtor, as Debtor-in-Possession,
      all necessary applications, answers, orders, reports and
      other legal papers required in connection with the
      administration of the Chapter 11 estate;

   c. represent the Debtor corporation in any adversary
      proceeding, either commenced by or against the Debtor in
      its case;

   d. assist the Debtor in negotiating a plan or plans of
      reorganization with its creditors and to perform all legal
      services necessary to obtain creditor approval,
      confirmation and implementation of such a plan; and

   e. perform all other legal services for the Debtor, as
      Debtor-in-Possession, which may be necessary herein.

The Debtors tells the Court that Nicholas Fitzgerald, Esq., has
considerable experience in matters of this nature.  The Debtor
believes that Mr. Fitzgerald is qualified to represent it in this
proceeding.

The Company turned over $5,000 cash to Mr. Fitzgerald.  Of this
amount, $830 was used to pay the filing fee.  The remaining $4,170
is to be placed in Mr. Fitzgerald's trust fund account.

Headquartered in New York, NY, Target Two Associates L.P., filed
for chapter 11 protection on February 24, 2004 (Bankr. S.D.N.Y.
Case No. 04-11180).  Nicholas Fitzgerald, Esq., at Fitzgerald and
Associates represents the Debtor in its restructuring efforts.
When the Company filed for protection from its creditors, it
listed $18,000,000 in total assets and $13,648,300 in total debts.


TITAN: Provides Update on International Consultants' Review Status
------------------------------------------------------------------
The Titan Corporation (NYSE: TTN) confirmed that it has learned of
allegations that improper payments were made, or items of value
were provided, by consultants for the company or its subsidiaries
to foreign officials.  The allegations were identified as part of
an ongoing review conducted with Lockheed Martin Corporation of
payments to Titan's international consultants in connection
with the proposed acquisition of Titan by Lockheed Martin.  The
alleged payments and provision of items of value, if true, raise
questions concerning whether there has been a violation of the
Foreign Corrupt Practices Act.

Titan also stated that it is reviewing whether the payments to its
consultants were accurately reflected on Titan's books and
records.

All of Titan's international operations, in the aggregate,
produced about 2% of Titan's total revenues of approximately $1.8
billion for the year ended December 31, 2003.

Titan and Lockheed Martin have met with the SEC and the Department
of Justice to discuss the allegations of improper payments.  As
previously announced, the SEC has commenced an investigation into
whether payments by Titan were made in violation of applicable
law.  Titan and Lockheed Martin were informed that the Department
of Justice has initiated a criminal inquiry into this matter.
    
Closing of the proposed transaction is subject to approval of
Titan's stockholders and other conditions set forth in the merger
agreement.  The Titan stockholders' meeting for consideration of
the merger is scheduled for March 16, 2004.  It is possible that
the results of the Titan and Lockheed Martin internal reviews, the
SEC investigation or the DOJ inquiry may not be completed by that
date.  If the merger is not completed by March 31, 2004, either
Lockheed Martin or Titan may terminate the merger agreement,
provided that the party seeking to terminate the agreement is not
then in material breach of its obligations under the merger
agreement.

                         About Titan

Headquartered in San Diego, The Titan Corporation (S&P, BB-
Corporate Credit and Senior Secured Debt Ratings, Positive) is a
leading provider of comprehensive information and communications
systems solutions and services to the Department of Defense,
intelligence agencies, and other federal government customers.  As
a provider of National Security Solutions, the company has
approximately 12,000 employees and annualized sales of
approximately $2 billion.


UNICAL INTERNATIONAL: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: UNICAL International Inc.
        dba National Distributors
        2608 East 37th Street
        Los Angeles, California 90058

Bankruptcy Case No.: 04-14948

Type of Business: The Debtor is an importer, exporter, and
                  distributor of general merchandise, including
                  housewares, stationery and babycare products.
                  See http://www.nationaldist.com/

Chapter 11 Petition Date: March 4, 2004

Court: Central District of California (Los Angeles)

Judge: Ellen Carroll

Debtor's Counsel: Martin J. Brill, Esq.
                  Levene, Neale, Bender, Rankin & Brill
                  1801 Avenue of the Stars, Suite 1120
                  Los Angeles, CA 90067
                  Tel: 310-229-1234

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

Entity                                 Claim Amount
------                                 ------------
Wellmax Trading                          $1,230,620
Unit D, 9F, Ph 1 & 2
Hongkong Spinners
601-603 Tai Nan West St.
Kowloon, Hong Kong

Indiana Glass                              $264,275
4460 Lake Forest Dr. Suite 200
Cincinnati, OH 45242

Federal Street Press                       $239,903

Everlight Trading Co                       $218,208

Helen of Troy                              $217,272

Chupa Chups USA                            $170,494

Commodore Mfg Corp.                        $154,980

Avery Dennison                             $135,238

Spectra Star & Quest                       $133,847

Martin Designs Ltd.                        $124,893

3M                                         $121,568

Prisha International (India)               $116,843

Chinatop Economic & Trade                  $103,245

Hormel Foods Corporation                   $102,474

Palmer Candies                              $92,777

Tops                                        $90,475

Chase Products Co.                          $88,570

Marco International Trading Co.             $85,796

Igloo Products Corp.                        $84,585

BIC Group                                   $79,920


US AIRWAYS: Airs Objections to Various Administrative Claims
------------------------------------------------------------
Pursuant to Section 502 of the Bankruptcy Code, the Reorganized US
Airways Group Debtors object to certain administrative expense
claims filed against their estates.  John Wm. Butler, Jr., Esq.,
at Skadden, Arps, Slate, Meagher & Flom, informs the Court that,
as of the expiration of the Administrative Claim Bar Date, the
Reorganized Debtors' Claims Agent received 180 administrative
proofs of claim totaling $400,000,000.

The Reorganized Debtors want to resolve the disputed
administrative claims as soon and as cost-effectively as
practicable through a combination of:

   (a) the omnibus claim objection litigation process;

   (b) the claim estimation process under Section 502(c); and

   (c) the use of the Alternative Dispute Resolution Procedures
       and the Claim Withdraw Order.

                        Duplicate Claims

The Reorganized Debtors object to 28 administrative claims that
were filed by creditors who filed two or more proofs of claim in
a similar amount based on the same underlying claim, including
certain aircraft-related claims filed by multiple parties in
multiple capacities.  For each of the aircraft-related
administrative claims, there is another claim relating to the
same underlying aircraft financing transaction.  In most
instances, the Indenture Trustee's claim should be the surviving
claim, while the claims filed by an Owner Trustee, Pass Through
Trustee, or underlying Debt Holder for the same financing
arrangement should be disallowed and expunged as duplicative.

The Reorganized Debtors also object to duplicative administrative
claims filed by the Pension Benefit Guaranty Corporation.  The
PBGC filed Claim Nos. 5627 through 5634 against each of the
Debtors for $2,434,945 based on statutory premiums, penalties and
interest for the retirement income plan for pilots employed by
U.S. Airways, Inc.  The Reorganized Debtors object to the seven
administrative claims against the other Debtors, as they are
duplicative of the claim against USAI.  The Reorganized Debtors
propose to consolidate the PBGC's Claims in Claim No. 5632.

The Reorganized Debtors ask the Court to disallow the Duplicate
Claims for all purposes in these bankruptcy cases.  The 10
largest Duplicate Claims are:

Claimant            Duplicate No.  Surviving No.        Amount
--------            -------------  -------------        ------
Banc One Leasing         5665           5712        $2,287,765
                         5715           5782           222,970
Fleet Business Credit    5713           5713         2,065,895
Finova Capital           5595           5706         9,928,811
                         5598           5708         9,799,753
                         5593           5706        11,507,836
Maryland Aviation        5650           5274         1,446,421
Wachovia Bank            5700           5609         1,165,582
Wilmington Trust         5702           5704         1,165,582
                         5703           5704         1,165,582

          Amended and Superseded Administrative Claims

The Reorganized Debtors contend that certain Administrative
Claims have been rendered moot by subsequent "amending" claims
that supersede the filed Claims.  The Reorganized Debtors are
reviewing and dealing with four amending claims in the ordinary
course of the claims reconciliation process and have treated the
originally filed claims as moot.  According to Mr. Butler, the
Reorganized Debtors want to clean the official claims registry
from claims that have been superseded by subsequent amending
claims.

The Reorganized Debtors ask the Court to disallow and expunged
these Amended and Superseded Administrative Claims:

Claimant                    Claim No.         Amount
--------                    ---------         ------
Airport Aviation Services      5719               $0
Internal Revenue Service       5369            4,250
                               5370            3,250
                               5368            1,250

              Unsubstantiated Administrative Claims

The Reorganized Debtors object to 128 Unsubstantiated
Administrative Claims, which are not discernable from a review of
their books and records.  The Reorganized Debtors cannot find any
basis for their alleged administrative status.  Some of the
Claims may have already been paid, or may be paid prospectively
in the ordinary course of the Reorganized Debtors' business.  To
the extent the claimants were not required to file administrative
proofs of claim pursuant to the confirmed Plan, the claims should
be expunged because they will be dealt with in the ordinary
course of business.  To the extent the Reorganized Debtors have
entered into any stipulations whereby the parties have agreed
that any alleged postpetition claims will be treated in the
ordinary course of business, the Reorganized Debtors' objection
has no effect.  Rather, the claims should be expunged from the
claims registry so there is no immediate distribution obligation
under Plan.

The Unsubstantiated Administrative Claims include:

Claimant                    Claim No.         Amount
--------                    ---------         ------
Pennsylvania Revenue Dept      5567       $4,524,028
Electronic Data Systems        5643       20,288,646
Finova Capital                 5596        9,928,811
                               5597       11,507,836
                               5598        9,799,753
Sabre                          5578        1,714,173
Maryland Environmental Dept    5611       10,450,000
U.S. Bank                      5710        5,465,690
Wilmington Trust               5707        2,103,617
                               5512       31,962,296

               Contingent and Unliquidated Claims

Contingent and Unliquidated Administrative Claims are comprised
of alleged administrative claims that are contingent or
unliquidated, including litigation claims and disputed aircraft-
related claims.

According to Mr. Butler, many of the aircraft-related claims were
filed merely as prophylactic placeholder claims without any
backup, detail or liquidated amounts stated in the claims.  
Specifically, the Keystone Class Plaintiffs filed Claim Nos.
5590, 5591, 5592 and 5593 against U.S. Airways Group, Inc. and
U.S. Airways, Inc., without asserting an administrative claim
amount.  Therefore, the Reorganized Debtors object to these
administrative claims on the grounds that they are unliquidated
and duplicative.  Because the Keystone Class Plaintiffs have not
obtained any judgment against the Reorganized Debtors, the
Debtors have no liability.  In addition, because the alleged
conduct giving rise to the claims occurred before the Petition
Date, the claims are not entitled to administrative expense
priority.

The Reorganized Debtors ask the Court to disallow 34 Unliquidated
Administrative Claims.  The Debtors ask the Court to disallow
these Contingent Claims:

Claimant                    Claim No.         Amount
--------                    ---------         ------
Mahmood Saeed                  5659         $330,886
U.S. Bank                      5706            6,000
                               5705            6,000
Wachovia Bank                  5669        1,165,582
                               5700        1,165,582

                  Reduced Administrative Claims

The Reorganized Debtors dispute four Reduced Administrative
Claims, which are alleged administrative claims that have been
reconciled to a lower amount.  The Reorganized Debtors ask the
Court to allow the Claims in the lower amounts.  The Reduced
Administrative Claims are:

Claimant              Original Amt   Reduced Amt   Claim No.
--------              ------------   -----------   ---------
Bank of America           $397,833      $297,821      5638
Fleet Business Credit    2,064,895       487,280      5713
U.S. Homeland
   Security Dept            71,733         1,000      5562
Wells Fargo                780,933        80,000      5582

                   Late Administrative Claims

Late Administrative Claims were filed after the Administrative
Claims Bar Date and, therefore, are automatically disallowed
under the Plan.  These six claims should be disallowed:

Claimant                    Claim No.         Amount
--------                    ---------         ------
City & County of Denver        5717          $64,000
County of Loudoun              5716           94,679
County of San Diego            5753          677,938
Veronica Furey                 5754                0
ISD of Aldine                  5779          261,512
New Jersey Treasurer           5771            1,000

(US Airways Bankruptcy News, Issue No. 49; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USG CORP: Unsecured Panel Brings-In Navigant Consulting as Expert
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of USG Corporation and its debtor-affiliates
seeks the Court's authority to retain Navigant Consulting, Inc.,
formerly known as Chambers Associates Incorporated, as its
asbestos claims expert and consultant, nunc pro tunc to
October 10, 2001.

Christopher M. Winter, Esq., at Duane Morris LLP, in Wilmington,
Delaware, recalls that on August 16, 2001, the Court authorized
the retention of experts without further Court Order.  In
accordance with the Expert Retention Order and pursuant to an
Engagement Letter dated October 10, 2001, the Committee retained
Chambers as an expert in the Debtors' Chapter 11 cases to, among
other things, advise the Committee with respect to asbestos-
related claims.  Chambers/Navigant has been providing services to
the Committee and the Committee has been submitting monthly
invoices for services rendered and reimbursement of expenses
incurred.

However, Mr. Winter explains, during the hearing before Judge
Newsome on December 16, 2003, the Committee was directed to
formally seek the Court's authority to retain Navigant and to
instruct Navigant to file fee applications with the Court on a
going forward basis.  Although the Committee believes that it was
granted authority to retain and compensate Navigant, and that
Navigant is not a "professional" as such term is defined in the
Bankruptcy Code, out of abundance of caution and to comply with
the Court's directive, the Committee now seeks authority to
retain Navigant as its asbestos expert and consultant.

Mr. Winter asserts that Navigant is well qualified to represent
the Committee and provide the needed services.  Navigant has
extensive experience and expertise in providing expert
consultation and advice with respect to estimating incidence of
asbestos exposure, estimating the number and the financial value
of present and future asbestos-injury claims by disease,
analyzing issues relating to bar dates, analyzing bankruptcy
trust administrative issues, and developing cash flow analysis
over multiple years.  Navigant has served as an asbestos claims
consultant and expert in other large Chapter 11 cases.

The services Navigant will perform for the Committee include, but
are not limited to:

   (a) estimating the incidence of exposure to the Debtors'
       products;

   (b) estimating claim filings by disease;

   (c) estimating the Debtors' liability for pending and future
       asbestos claims;

   (d) analyzing and responding to issues relating to the
       settling of a bar date;

   (e) assisting in the development of claims procedures to be
       used in financial models of payments and assets of a
       claims resolution trust;

   (f) testifying in court on behalf of the Committee, if
       necessary; and

   (g) performing any other necessary services as the Committee
       or the Committee's counsel may request from time to time
       with respect to any asbestos-related issue.

Navigant will be compensated in an hourly basis:

   Managing Director                         $535
   Director                                   300 - 500
   Principal                                  280 - 350
   Senior Manager                             250 - 300
   Senior Consultant                          195 - 250
   Administrative, Technical & Support Staff   60 -  75

Navigant will also be compensated for necessary out-of-pocket
expenses incurred.

Mark Atlas, Principal of Navigant, assures the Court that the
firm:

   * does not have or represent any interest adverse to the
     interests of the Debtors or their estates, creditors or
     equity interest holders; and

   * is a "disinterested person" as that term is defined in
     Section 101(14) of the Bankruptcy Code.

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.  The Company filed
for chapter 11 protection on June 25, 2001 (Bankr. Del. Case Nos.
01-02094).  David G. Heiman, Esq., at Jones, Day, Reavis & Pogue
and Paul E. Harner, Esq.,  at Jones, Day, Reavis & Pogue represent
the Debtors in their restructuring efforts. When the Debtors filed
for protection from their creditors, they listed $3,252,000,000 in
assets and $2,739,000,000 in debts. (USG Bankruptcy News, Issue
No. 61; Bankruptcy Creditors' Service, Inc., 215/945-7000)


VESTA: Fitch Puts Ratings on Watch Neg. Following $33.5M Charge
---------------------------------------------------------------
Fitch Ratings placed the 'B-' long-term issuer and debt ratings of
the Vesta Insurance Group (NYSE: VTA) on Rating Watch Negative.
Fitch also placed the 'BB' insurer financial strength ratings of
VTA's property/casualty insurance subsidiaries and the 'CCC'
capital securities rating of Vesta Capital Trust I on Rating Watch
Negative.

The rating watch follows VTA's announcement of an adverse ruling
in a reinsurance arbitration dispute that will result in a fourth
quarter charge of approximately $33.5 million. VTA also indicated
that it was reviewing the implication of the ruling on other
reinsurance recoverables, as well as, the recoverability of its
deferred tax and goodwill assets. In addition, VTA has previously
indicated that it may not be in full compliance with the financial
covenants of its revolving credit arrangement.

The reinsurance arbitration decision will have a negative effect
on VTA's earnings and its year-end GAAP capital and the statutory
surplus of its insurance subsidiaries. Any impairment of the
remaining reinsurance recoverables, the deferred tax asset or the
goodwill asset would aggravate this effect.

Positively, VTA has indicated that it believes it will be able to
secure waivers of the potential credit agreement covenant
violations. Additionally, the company has announced that it is
continuing to review capital alternatives related to its life
insurance business and that it intends to sell a portion of its
non-standard auto business through an initial public offering.
These transactions are expected to generate additional cash,
equity and statutory surplus.

The implications of the arbitration ruling on VTA's other
reinsurance recoverables, deferred tax asset and goodwill should
be apparent when VTA announces fourth quarter and full year 2003
earnings on March 15, 2004. Additionally, Fitch intends to review
with VTA its capital-raising plans, including VTA's estimate of
the amount of capital to be raised and VTA's anticipated use of
those funds.

Fitch expects to resolve the Rating Watch after it assesses the
financial impact of the fourth quarter results, VTA's success in
obtaining waivers of the covenant violations, VTA's success in its
capital-raising initiatives and VTA's deployment of the funds
raised in those initiatives.

Vesta Insurance Group, Inc., headquartered in Birmingham, AL, is a
holding company for a group of insurance companies.

                       Affected Ratings  

Affirmative Insurance Co.
Florida Select Insurance Co.
Hawaiian Ins. & Guaranty Co.
Insura Property and Casualty Ins. Co.
Shelby Casualty Insurance Co.
The Shelby Insurance Co.
Vesta Fire Insurance Corporation
Vesta Insurance Corporation
Texas Select Lloyds Insurance Co.

   -- Insurer financial strength -- 'BB' Rating, Watch Negative.

Vesta Insurance Group, Inc.

        --Long-term rating 'B-' Rating Watch Negative;
        --Senior debt 'B-' Rating Watch Negative.

Vesta Capital Trust I

        --Deferrable Capital Securities 'CCC' Rating Watch
          Negative.


VULCAN ENERGY: S&P Rates $175 Million Senior Secured Loan at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating and
its recovery rating of '5' to Vulcan Energy Corp.'s (BB/Stable/--)
$175 million senior secured term loan due 2010. The '5' recovery
rating indicates expectation of negligible recovery of principal
(0% to 25%) in the event of default.

The loan proceeds will be used to partially fund Vulcan Energy's
purchase of Plains Resources Inc.

"Vulcan Energy, along with Plains Resources' chairman and CEO
(referred to as the Management group), is acquiring all of Plains
Resources' outstanding stock at $16.75 per share or about $456
million in total enterprise value," said Standard & Poor's credit
analyst Steven K. Nocar.

The rating on Vulcan Energy's term loan reflects its reliance
entirely on quarterly distributions from Plains All American
Pipeline L.P. (PAA; BBB-/Stable/--) to support its debt service
and administrative expenses and the volatility associated with
these distributions. While limited partner unit distributions have
grown at a steady pace, a significant disruption in distributions
could impair Vulcan Energy's ability to service its debt.

As a master limited partnership, continued consistency of cash
flow is critical for PAA to meet targeted distribution levels,
which require distributing essentially all remaining cash after
meeting debt service and limited maintenance capital-spending
requirements. Over the intermediate term, Standard & Poor's
expects PAA's debt to EBITDA to range between 3x and 3.5x, EBITDA
interest coverage between 4x and 5x, with return on permanent
capital in the low teens, and funds from operations to total
debt ranging between 20% and 25%.

The stable outlook reflects expectations of relatively stable cash
flow generation levels at PAA and commensurate distributions to
unit holders. Standard & Poor's expects that the PAA will remain
acquisitive, but also that acquisitions will be complementary to
existing operations and funded in a balanced manner so that
leverage remains below 60%. Standard & Poor's also expects the
company's crude oil marketing activities to remain confined
largely to matched positions.


WEIRTON STEEL: Ask Court to Authorize Asset Sale to Int'l Steel
---------------------------------------------------------------
According to Mark E. Freedlander, Esq., at McGuireWoods, in
Pittsburgh, Pennsylvania, Weirton Steel Corporation investigated
potential sale transactions as a means of maximizing the value of
its bankruptcy estate.  To that end, Houlihan Lokey Howard & Zukin
Capital commenced a marketing process in June 2003.  The process
resulted in six potential buyers meeting with Weirton's management
team.  Of the six parties, three conducted extensive on-site due
diligence.  Subsequently, on August 8, 2003, Weirton received a
written expression of interest from International Steel Group,
Inc., regarding ISG's interest in acquiring the Sale Assets.  

In response, Weirton presented ISG with an outline of the
parameters and conditions necessary for them to engage in further
discussions and negotiations regarding an acquisition
transaction.  Weirton also granted ISG permission to begin
discussions and negotiations with the Independent Steelworkers'
Union regarding the proposed terms and conditions of a collective
bargaining agreement between ISG and the ISU.  Weirton
understands that discussions between ISG and the ISU resulted in
an agreement, in concept, subject to ratification by the ISU-
represented workforce of Weirton.

On February 4, 2004, ISG submitted a revised proposal to Weirton
for the acquisition of substantially all assets of Weirton's
assets.  Subject to higher and better offers, on February 25,
2004, Weirton Steel Corporation, FW Holdings, Inc., and Weirton
Venture Holdings Corporation as sellers, ISG Weirton, Inc. as
buyer, and ISG executed a sale agreement.  The salient terms of
the Sale Agreement are:

A. Consideration
    
   The Total Consideration for the sale of the Sale Assets will
   be:

      (a) ISG Weirton's assumption of the Assumed Liabilities;

      (b) $158,000,000 in cash, subject to adjustment in
          accordance with the terms of the Agreement; and

      (c) in the event that the Purchase Price, as adjusted, is
          less than the amount of the Senior Debt, then the
          Purchase Price will be increased by the amount
          necessary to indefeasibly and finally satisfy the
          Senior Debt in cash in full at the Closing.

B. Sale Assets

      * All of the Debtors' assets, properties and rights

      * All owned equipment, machinery, furniture, fixtures, and
        improvements, tooling and spare parts

      * All Contracts set forth in the Agreement

      * All accounts receivable and notes receivable

      * All Inventory

      * All Supplies

      * All Intellectual Property and Technology

      * All Owned Motor Vehicles

      * All computer hardware and software owned by any Debtor or
        licensed to any Debtor pursuant to an Acquired Contract

      * All Permits

      * All Non-operating Assets other than those set forth in
        the Agreement

      * Weirton Venture Holdings Corp.'s interest in WeBco
        International, LLC

      * Weirton's interest in W&A Manufacturing Co., LLC

C. Excluded Assets

   The Debtors will retain the Excluded Assets:

      * All cash in any of the Debtors' bank accounts

      * All Claims of any of the Debtors

      * Any asset that is conveyed, leased, or otherwise disposed
        of between the Execution Date and the Closing Date

      * All Contracts other than the Acquired Contracts

      * All shares of capital stock or equity or other ownership
        interest of any Debtor in any other entity other than
        Weirton Venture's interests in WeBco International, and
        Weirton's interest in W&A Manufacturing Co.

      * All Employee Benefit Plans sponsored by the Debtors or
        their ERISA Affiliates

      * All of the assets set forth on Schedule 1.2(k) to the
        Agreement, including all Non-operating Assets sold prior
        to Closing

D. Assumption of Liabilities

   ISG Weirton will assume:

      * all liabilities and obligations arising after the Closing
        relating to the Acquired Contracts, including all Cure
        Costs;

      * all of the Debtors' accounts payable that arise in the
        ordinary course of business and arise after the Weirton
        Petition Date or the Subsidiary Petition Date, as
        applicable, with respect to accounts payable of Weirton,
        FW Holdings or Weirton Venture that constitute Allowed
        Administrative Expense Claims or are reasonably expected
        to be Allowed Administrative Expense Claims;

      * environmental liabilities and obligations relating to the
        Sale Assets;

      * all liabilities and obligations as of the Closing Date
        for real and personal property Taxes;
     
      * all liabilities and obligations as of the Closing Date
        for accrued but unpaid wages and salaries, including
        vacation pay, and payroll and unemployment taxes;

      * all liabilities and obligations of any Debtor relating to
        alleged defects in products sold after the Petition Date,
        or related to buildings that incorporate products
        manufactured by any Debtor after the Petition Date;

      * all liabilities of the Debtors for valid and properly
        perfected mechanics' liens;

      * all liabilities of Weirton Steel under the Loan Agreement
        dated August 15, 2002, between Weirton and Steel Works
        Community Federal Credit Union; and

      * all liabilities and obligations of the Debtors under the
        D&O Tail Policy, the D&O Policy and the Employment
        Practices Policy for the D&O Tail Premium and the
        Employment Practices Premium.

E. Retention of Liabilities

   The Debtors are retaining liabilities and obligations:

      * relating to the Excluded Assets;

      * for any environmental, health, or safety matter:

        -- relating to any property or assets other than the Sale
           Assets;

        -- resulting from the transport, disposal, or treatment
           of any Hazardous Materials by any Debtor on or prior
           to the Closing Date to or at any location other than
           the Real Property;

        -- relating to any personal injury resulting from
           exposure to Hazardous Materials or otherwise, where  
           the exposure or other event occurred on or prior to
           the Closing Date; and

        -- for any fine or monetary penalty arising under any
           Environmental Law as of the Closing Date by any
           Government for acts or omissions of any Debtor or
           Joint Venture relating to any environmental, health,
           or safety matter;

      * of any Debtor relating to alleged defects in products
        sold on or prior to the Debtor's Petition Date, or
        related to buildings that incorporate products
        manufactured by any Debtor on or prior to the Debtor's
        Petition Date;

      * under any collective bargaining Contract or other
        Contract with any labor union or employment Contract or
        Severance Contract, or any key employee retention plan;

      * of the Debtors or the Debtors' Controlled Group to all
        present and former employees of any Debtor, including all
        liabilities for continuation coverage under any Employee
        Benefit Plan pursuant to the requirements of Section
        4980B of the Internal Revenue Code, and Part 6 of
        Subtitle B of Title I of ERISA;

      * of the Debtors or the Debtors' Controlled Group to all
        present and former employees of any Debtor; including:

        -- all liabilities under any the Debtors' Benefit Plan;

        -- all liabilities in connection with the Workers
           Adjustment and Retraining Notification Act; and

        -- all liabilities of any of the Debtors relating to
           employees, former employees, persons on laid-off or  
           inactive status, or their dependents, heirs or
           assigns, who have received, who are receiving as of
           the Closing Date or who are or could become eligible
           to receive any short-term or long-term disability
           benefits or any other benefits;

      * arising pursuant to the West Virginia Workers'  
        Compensation Act or pursuant to the actions, resolutions,
        rules or regulations of the West Virginia Workers'
        Compensation Commission; and

      * of whatever nature whether presently in existence or
        subsequently arising, other than the Assumed Liabilities.

F. Transition Services Agreement

   Prior to the Closing, the parties will negotiate and execute
   the Transition Services Agreement, which will set forth the
   nature, scope, extent, and duration of the Debtors' access to
   and use of the Sale Assets and the Debtors' services, if any,
   as reasonably requested by ISG Weirton.

G. Taxes

   All Taxes, including all state and local Taxes in connection
   with the transfer of the Sale Assets, will be borne by ISG
   Weirton.

H. Termination

   The Agreement may be terminated before the Closing:

      * by mutual written consent of the Parties;

      * by any of the Parties on or after 180 days after the
        Execution Date if the Closing has not occurred by that
        date;

      * by ISG Weirton or the Debtors, if any injunction
        contemplated in the Agreement will have become effective;

      * by Weirton, if ISG and ISG Weirton fail to remedy any
        inaccuracy of certain representations or warranties
        within 10 days of Weirton's notice of the inaccuracy;

      * by ISG Weirton, if any Debtor fails to remedy any
        inaccuracy of certain representations or warranties
        within 10 days of ISG Weirton's notice of the inaccuracy;

      * by ISG Weirton, if any event identified in Section 7.2(j)
        will have occurred, provided, however, that ISG Weirton
        will not have the right to terminate the Agreement if
        ISG Weirton is in material breach of the Agreement;

      * by ISG Weirton, if the Bidding Procedures is not
        approved by the Bankruptcy Court within 25 days of the
        Execution Date, or if the Bankruptcy Court will not
        approve the Sale within 60 days of the Execution Date;

      * by ISG Weirton, if Weirton shuts down the Number One
        and Number Four blast furnaces at the same time or
        Weirton ceases substantially all of its business
        Operations; the Bankruptcy Court authorizes either the
        non-operation of the furnaces or the liquidation of the
        Debtors' estate, or the Debtors' Chapter 11 case is
        converted to a chapter; or if the members of the ISU have
        not ratified a collective bargaining agreement with ISG
        Weirton on or prior to March 26, 2004; or

      * automatically, if the Debtors enter into an agreement to
        consummate an Alternative Transaction.

I. Return of Performance Deposit

   The Performance Deposit will be returned to ISG if the
   Agreement terminates or is terminated pursuant to any
   provision of Section 8.1 of the Agreement other than Section
   8.1(c), in which event the Performance Deposit will be paid to
   the Debtors.

Accordingly, the Debtors ask the Court to authorize the sale of
substantially all of their assets to ISG Weirton, subject to
higher and better offers.

                          *     *     *

In a press release, D. Leonard Wise, Weirton Steel chief
executive officer, remarks that "[The] court filing is a big step
in writing another chapter in Weirton Steel's long history.  The
sooner the sale is completed, the sooner Weirton can join the new
and improved domestic steel industry.  ISG is leading the way and
we're fortunate they have decided to include Weirton as a member
of their team." (Weirton Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., 215/945-7000)  


WORKFLOW MGT: Former CEO Issues Resignation Letter Due to Conflict
------------------------------------------------------------------
Gary W. Ampulski, former President and Chief Executive of Workflow
Management, Inc. (Nasdaq:WORK), released the following text of the
letter he sent to the Company's Board of Directors on February 28
concerning his decision to resign from the Board. His disclosure
is in response to the Board's announcement to relieve him of his
duties.

                                   February 28, 2004

To: Workflow Board of Directors

     Gentlemen:

     It is apparent that there is fundamental disagreement between
us regarding how to safeguard the best interests of our
stockholders, and the efforts to resolve these issues through your
representatives have not produced satisfactory results.
Furthermore, my attempts to get the outside Board members
(referred to herein as the "Board") to consider and respond to
both mine and major stockholder input regarding the Strategic
Alternatives process have not been successful. Therefore, I
believe I have no alternative but to resign my position as a
Director of Workflow Management, Inc. at this time, and reserve
all rights, contractually and otherwise, as an employee and
stockholder. Following is a discussion of my concerns. I ask that
this matter be disclosed to the public with this letter as an
attachment on form 8-K.

     As I have indicated numerous times, my main issue is that the
Board has not thoroughly considered significant potential
alternatives to a sale. The proxy confirms this. Although a
refinancing plan is obviously a viable alternative, as is
demonstrated by the ability of the purchaser to obtain financing
for the sale, I do not feel that the Board ever seriously explored
this possibility. I am not aware of any formal proposal process
for, or evaluation of, specific refinancing proposals being
undertaken by the financial adviser to the Company. When I
indicated that there was a party interested in submitting such a
proposal at reduced interest rates to our current obligations if
requested by our financial adviser or the Board, I was told by the
Chairman that refinancing was not a viable alternative and to
cease my efforts in this regard. This option would have quantified
for the existing stockholders the cost associated with the benefit
of the financial turn-around that has begun and a real choice in
the future of the Company. By focusing exclusively on the sale for
nearly three months, the Board has wasted critical time, which may
have effectively eliminated the possibility for any alternative to
be developed to meet the maturity deadlines of the credit
agreement. This intent is further exhibited by the fact that the
Board ignored the Banks' rejection in December of the Company's
November plan to sell the business to the current buyer and
stockholder requests to seek alternatives in January. Further, by
negotiating waivers to the defaults resulting from the KB Toys
chapter eleven filing exclusively tied to the merger agreement,
the Board may have effectively foreclosed all other avenues
leaving stockholders with no choice but the merger.

     The Board, after approving the merger agreement, further
attempted to limit opposition and dissemination of information to
the stockholders by suspending me as the CEO and restricting my
communication, based on a claim that somehow I had breached my
duties by responding to shareholder calls, a responsibility that
was specifically attributed to me when I was recruited. While I
believe this suspension was a material event that required
disclosure, I believe that it was not disclosed to either the
Stockholders or the SEC in an attempt to minimize barriers to the
merger approval process. Finally, the proxy calls into question
the attainability of Management's internal operating projections
as a reason for the sale, even when Management was strongly
encouraged to develop stretch objectives in such projections both
by the Chairman and the financial adviser.

     Over the last 11 months the Company has made great progress.
Given the issues we have resolved with owners of acquired
businesses, (which includes some of the Company's highest
producers), relationships with our lenders, amendments to our
credit facility to increase our flexibility and time needed to
resolve our balance sheet problems, support of the marketing
efforts in the sale of the Company, and dealing with the changing
customer needs and the general weakness in the economy, we have
still been able to cut costs, restructure the business and
implement a turnaround. Within the last six months we have begun
to see the financial benefits of this, but the full impact is yet
to be realized. Management's efforts during a challenging economic
time have provided an annualized EBITDA (adjusted for one time
charges) for Q2FY04 of over $40 million. Q3 and Q4 are anticipated
to be sequentially better and markedly improved over last year.
Despite the fairness opinion, it does not appear that this
performance, especially in view of a recovering economy, is
benefiting our stockholders based on the sale price.

     The time has been short but the accomplishments speak for
themselves. Along the way, debt has decreased. Margins, free cash
flow, liquidity and shareholder value have all increased and will
continue to do so. This is a good business with a bright future,
the benefits of which will accrue to the future owners.

     When I joined the Company, I made a commitment to the Board
and to our stockholders to preserve and grow value. This
commitment was backed up by my cash investment in the Company,
which is substantially greater than any other member of the Board.
However, given the current circumstances, the only honorable thing
for me to do is separate myself from this Board at this time.
Despite doing so, I remain committed to the best interests of all
our stockholders and will continue to work to accomplish that
objective. I have the highest regard for the employees and
business partners who have endured and survived much of the
turmoil over the last few years. They are the true heroes of this
Company. I know we can count on them for continued improvement and
success.

                                   Sincerely,

                                   Gary W. Ampulski

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

                     *      *      *

               Credit Facility Amendment

Workflow Management has entered into a definitive agreement with
its senior lenders that amends the Company's credit facility.
Under the terms of the amendment, the $50 million term loan
originally due on December 31, 2003 now matures on May 1, 2004.
The $16.8 million term loan and the approximately $100 million in
availability asset-based revolver, both of which were originally
due on June 30, 2005, now mature on August 1, 2004. In addition to
modifying the maturity dates of the Company's senior debt, the
credit facility amendment also provides the Company with improved
advance rates under the asset-based revolver on eligible accounts
receivable and inventory.

As previously announced, at April 30, 2003, the Company had
exceeded certain covenants in the credit facility that limited
capital expenditures and the incurrence of restructuring costs. As
part of the credit facility amendment, the Company's senior
lenders have waived these defaults. The amendment also modifies
the calculation of EBITDA for credit facility covenant purposes to
exclude the impact of the goodwill impairment and the results of
discontinued operations and amends certain financial covenants for
future periods in a manner consistent with the Company's current
business plan and forecasts.

As part of the credit facility amendment, the Company also changed
the conditions under which its lenders may exercise warrants to
purchase the Company's common stock and agreed to modify the
exercise schedule of the warrants. In addition, the Company agreed
to increase the number of shares of its common stock potentially
issuable upon exercise of these warrants.

                 Sale of Discontinued Operations

The Company also reported the successful divestiture of certain
non-core print manufacturing operations. The assets and
liabilities of the divested businesses, which have been excluded
from the Company's historical operating results and classified as
discontinued operations, were sold to a financial buyer for $5.0
million in gross proceeds. After payment of expenses, the
transaction generated net cash proceeds of approximately $4.9
million. Under the terms of the credit facility amendment
discussed above, the Company will use these net proceeds to make
certain earn-out payments that were due in May 2003 under purchase
agreements for prior acquisitions and to reduce outstanding
indebtedness under the credit facility.


W.R. GRACE: Obtains Approval for Confidential KWELMB Settlement
---------------------------------------------------------------
The KWELMB Companies subscribed to the H.S. Weavers Underwriting
Agency Limited Underwriting Stamp and in the case of the related
company named The Bermuda Fire & Marine Insurance Company, to the
Bermuda London Underwriting Agency Limited Underwriting Stamp.  
These underwriting stamps underwrote certain policies of
insurance in favor of W.R. Grace & Co.  The KWELMB Companies each
severally subscribed to the Subject Insurance Policies.

The KWELMB Companies are insolvent and are bound by Schemes of
Arrangement pursuant to Section 425 of the Companies Act 1985 of
Great Britain and, in the case of Mutual Reinsurance Company
Limited and BFMIC, Section 99 of the Companies Act 1981 of
Bermuda.  KWELMB Management Services Limited was appointed by the
Scheme Administrators to manage the insolvency runoff for the
KWELMB Companies under the Schemes of Arrangement.

The United States Bankruptcy Court for the Southern District of
New York has issued Permanent Injunction Orders, pursuant to
Section 304 of the United States Bankruptcy Code, which, among
other things, enjoin the commencement or continuation of any
judicial action or proceeding against the KWELMB Companies except
in accordance with the provisions of their Schemes of
Arrangement.

                The Original Settlement Agreement

Grace entered into a Settlement Agreement effective
September 26, 1996, placed under seal, with the London Market
Insurers as a compromise of present and future claims brought by
Grace in respect of liabilities, expenses and losses related to
Environmental Property Damage Pollution Claims allegedly covered
by the Subject Insurance Policies.  Grace entered into the
Original Settlement Agreement, in part, because of uncertainty
regarding its ability to collect against the insurers under the
Subject Insurance Policies.

After execution of the Original Settlement Agreement, the
settling insurers paid Grace approximately $3 million, which
represented the settling companies' share of an agreed amount of
$7.99 million.  Because of their insolvency, the KWELMB Companies
were unable to enter into the settlement, in which their ratable
share of the Original Agreed Amount would have been approximately
$4.3 million.

As a result of progress in their insolvency proceedings, the
KWELMB Companies are now in a position to accept their several
shares of the Original Agreed Amount, as contemplated by the
Original Settlement Agreement.  Grace has concluded that this
basis for settlement is fair and reasonable given the
circumstances of the KWELMB Companies.

                   The New Settlement Agreement

Accordingly, the Grace Debtors sought and obtained Judge
Fitzgerald's approval for a Privileged and Confidential Settlement
Agreement and Mutual Release between W.R. Grace & Co., now known
as Fresenius Medical Care Holdings, Inc., Debtor W. R. Grace &
Co.-Conn, one of the Debtors, and the KWELMB Companies.  

By the new Settlement Agreement, Grace and the KWELMJ Companies
will adopt, by way of compromise, and without prejudice to
or waiver of their positions in other matters, without further
trial or adjudication of any issues of fact or law, and without
the KWELMB Companies' admission of liability or responsibility
under the Subject Insurance Policies, a full and final settlement
that releases and terminates all rights, obligations and
liabilities of the Parties with respect to any of the
Environmental Property Damage Pollution Claims under the Subject
Insurance Policies, without prejudice to their positions on
policy wordings or any other issues, or any other actions, and
further without prejudice to any claim against any person not a
Party to the KWELNB Settlement Agreement.

                     The Agreed Claim Amount

Without prejudice to or waiver of any position or right under the
Subject Insurance Policies or in any other matter, Grace and the
KWELMB Companies have agreed for purposes of the Settlement
Agreement to allow Grace's claims against the KWELMB Companies
for an aggregate amount of $4,337,182.73.  These payments will be
subject to the terms and conditions of the Schemes of
Arrangement.

After execution and approval of the Settlement Agreement, Grace
will be able to recover the percentages of the Agreed Amount
allowable by the Schemes of Arrangement.  The Debtors have been
advised that, under the Schemes of Arrangement, Grace should
receive initial payments of approximately $1.8 million, and could
receive additional payments in the future if the percentages
payable under the Schemes of Arrangement are increased.

As part of the compromise and the Settlement Agreement, the
Parties desire to confer on the KWELMB Companies substantially
the same rights, obligations and duties as the London Market
Insurers, which are parties to the Original Settlement Agreement,
notwithstanding the fact that the KWELMB Companies did not
participate in the settlement of the claims set out in the
Original Settlement Agreement, subject to certain modifications.
(W.R. Grace Bankruptcy News, Issue No. 56; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


W.R. GRACE: Reports Revised 2003 4th Quarter & Full Year Results
----------------------------------------------------------------
W. R. Grace & Co. (NYSE:GRA) announced that it has filed its 2003
Annual Report on Form 10-K with the Securities and Exchange
Commission. The 2003 audited financial statements contained in the
report reflect an additional pre-tax charge of $20 million to
account for an increase in Grace's estimated liability for
remediation and other reimbursable costs related to its former
vermiculite mining operations, raising Grace's total estimated
costs for this matter to $181 million. This charge is based on
additional information made available from the U.S. Environmental
Protection Agency and further analysis of the claims filed in
Grace's Chapter 11 proceeding since Grace reported its unaudited
2003 financial results on January 27, 2003. As a result of the
additional charge, Grace's 2003 fourth quarter net loss was ($49.5
million), or ($0.79) per share and the full year net loss was
($55.2 million), or ($0.84) per share.

Grace is a leading global supplier of catalyst and silica
products, specialty construction chemicals, building materials,
and sealants and coatings. With annual sales of approximately $2
billion, Grace has over 6,000 employees and operations in nearly
40 countries. For more information, visit http://www.grace.com/


ZALE CORPORATION: Names Jack Lowe, Jr. to Board of Directors
------------------------------------------------------------
Zale Corporation (NYSE:ZLC), the largest specialty retailer of
fine jewelry in North America, elected Jack Lowe, Jr. to its Board
of Directors.

Mr. Lowe serves as Chairman and Chief Executive Officer of
TDIndustries, a national MEP (mechanical/electrical/plumbing)
construction and facility service company. He has held this
position since 1980.

Under Mr. Lowe's leadership, TDIndustries has developed into one
of the country's most respected and admired companies. For the
past seven consecutive years, TDIndustries has appeared in the
top ten of Fortune Magazine's list of the 100 best companies to
work for in America.

Mr. Lowe has served on the Board of Directors of several
companies and civic organizations. His current commitments
include serving on the Board of Trustees for the Dallas
Independent School District and on the Board of Directors for the
Texas Business and Education Coalition. Mr. Lowe graduated magna
cum laude from Rice University with an engineering degree.

"Jack is highly recognized by the business community for his
leadership skills and his ability to build a quality
organization," commented Glen Adams, Chairman of Zale's
Nominating and Corporate Governance Committee. "His vast
experience and management insight will make Jack a significant
contributor to the Zale board."

Zale Corporation is North America's largest specialty retailer of
fine jewelry operating approximately 2,230 retail locations
throughout the United States, Canada and Puerto Rico, as well as
online. Zale Corporation's brands include Zales Jewelers, Zales
Outlet, Zale Direct at www.zales.com, Gordon's Jewelers, Bailey
Banks & Biddle Fine Jewelers, Peoples Jewellers, Mappins
Jewellers and Piercing Pagoda. Additional information on Zale
Corporation and its brands is available on the Internet at
http://www.zalecorp.com/  

                         *   *   *

As recently reported, Standard & Poor's Ratings Services lowered
its long-term corporate credit rating on the specialty jewelry
retailer Zale Corp. to 'BB+' from 'BBB-'.

At the same time, Standard & Poor's withdrew its 'BBB-' senior
unsecured debt ratings on Zale's $87 million outstanding 8.5%
senior unsecured notes due 2007 and $225 million unsecured
revolving credit facility. The rating withdrawal follows the
company's announcement that it redeemed the senior notes and
refinanced the revolving credit facility with a new $500 million
secured revolving credit facility. All ratings have been removed
from CreditWatch where they were placed July 2, 2003. The outlook
is stable. About $87 million of total debt was outstanding at
April 30, 2003.

The downgrade follows Zale's announcement of the results of its
"Dutch Auction" tender offer that expired July 29, 2003. In
conjunction with the tender, Irving, Texas-based Zale intends to
purchase 4.7 million shares of its common stock at a total cost of
$225.6 million. Zale had previously expected to purchase up to 6.4
million shares at an aggregate amount of about $307 million.


* Fried Frank Partner to Head Antitrust Modernization Commission
----------------------------------------------------------------
Fried, Frank, Harris, Shriver & Jacobson LLP partner Deborah A.
Garza has been named chair-designate of the federal Antitrust
Modernization Commission by Presidential appointment.

Ms. Garza said, "I am honored by the President's decision to name
me as chair-designate and look forward to accomplishing the
important work of the Commission. It has been more than 60 years
since the last time a Congressionally established commission
examined the antitrust laws. Given the changes that have occurred
in our marketplaces since that time, it was a wise decision by
Congress to provide for the establishment of this Commission to
advise it on the continued efficacy of our current regulatory
regime."

The Antitrust Modernization Commission is a 12-member bipartisan
commission created by Congress to evaluate the current operation
of antitrust enforcement and determine whether a need exists to
modernize the antitrust laws. The Commission is to solicit the
views of "all parties concerned with the operation of the
antitrust laws," identify and study issues, and report to Congress
and the President within three years after the Commission's first
meeting. The last time such a commission was established by
Congress was in 1938.

Ms. Garza, an antitrust partner in Fried Frank's Washington, DC
office, previously served in the United States Department of
Justice during the Reagan and Bush Administrations as Chief of
Staff and Counselor in 1988-89 and as Special Assistant to the
Assistant Attorney General for Antitrust in 1983-84. She is
Editorial Chair of the ABA's Antitrust Magazine and has been an
active private-sector participant in the International Competition
Network. She has been involved in some of the major antitrust
matters of the past two decades, including the representation of
Exxon in its merger with Mobil and the representation of the
National Football League in its landmark litigation with the
United States Football League. Ms. Garza joined Fried Frank in
February 2001.

Valerie Ford Jacob, co-managing partner of Fried Frank, said, "I'm
delighted that Deborah has been chosen to head this Commission.
This is a great honor for Deborah and for the firm and a testament
to Fried Frank's growing first-class antitrust practice."

Fried, Frank, Harris, Shriver & Jacobson LLP is a leading
international law firm with approximately 520 attorneys in offices
in New York, Washington, DC, Los Angeles, London and Paris. It
handles major matters involving, among others, corporate
transactions, including mergers and acquisitions and private
equity, securities offerings and financings, international
transactions, asset management and corporate governance;
litigation, including general commercial litigation, securities
and shareholder litigation, white-collar criminal defense and
internal investigations, intellectual property litigation, qui tam
and RICO defense matters, takeover and proxy fight litigation,
environmental matters and domestic and international arbitration
and alternative dispute resolution; antitrust counseling and
litigation; bankruptcy and restructuring; real estate; securities
regulation, compliance and enforcement; government contracts
compliance and litigation; benefits and compensation; intellectual
property and technology; tax; financial institutions; and trusts
and estates.


* Goldsmith VP Named Certified Insolvency & Restructuring Advisor
-----------------------------------------------------------------
Goldsmith Agio Helms announces the certification of Paul L. Novak
as a Certified Insolvency and Restructuring Advisor (CIRA) by the
Association of Insolvency and Restructuring Advisors.

Mr. Novak is one of approximately 600 CIRAs in the United States.
He earned this coveted certification by successfully passing an
in-depth financial insolvency and restructuring examination,
completing a minimum of five years of accounting or financial
experience with a public accounting, consulting, financial, or
investment banking firm, and accumulating 4,000 hours of
specialized insolvency and reorganization experience.

Mr. Novak is a vice president in Goldsmith Agio Helms' Valuation
and Fairness Opinion Services group. He performs business and
asset appraisals for a wide variety of purposes, including:
financial advisory, commercial litigation, bankruptcy and
turnaround, and forensic accounting. Mr. Novak is also a Certified
Fraud Examiner (CFE), and a candidate member of the American
Society of Appraisers.

Mr. Novak received his master of business administration degree
with a concentration in finance from the Kellstadt Graduate School
of Business at DePaul University. He also holds a master of arts
degree in economics from DePaul University and a bachelor of arts
degree in economics and political science from the University of
St. Thomas.

Goldsmith Agio Helms -- http;//www.agio.com/ -- is one of the
nation's leading private investment banking firms providing
financial advisory services to middle market businesses. The firm
offers merger and acquisition, distressed and restructuring,
valuation and fairness opinion, and private placement advisory
services to businesses, their owners, and other stakeholders. The
firm operates internationally from its offices in Minneapolis, New
York, Chicago, Los Angeles, Naples, Florida, and London, England.

The Association of Insolvency and Restructuring Advisors --
http://www.airacira.org/-- is a nationwide not-for-profit  
organization serving the needs of accounting and financial
practitioners in the business turnaround, bankruptcy, insolvency,
and restructuring areas, and is the recognized leading
organization in this field. Membership consists of accountants,
financial advisors, attorneys, workout consultants, trustees, and
others involved in underperforming businesses, insolvency, and
bankruptcy matters.


* Mintz Levin Expands New York Intellectual Property Practice
-------------------------------------------------------------
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. announced the
firm has expanded its intellectual property practice in New York
with the addition for four new attorneys. Veteran IP attorneys
Marvin S. Gittes, Daniel F. Coughlin, Ph.D., and Richard M. Lehrer
have joined as members. Margaret Gwiazda has joined as an
associate.

"Intellectual property continues to be one of the fastest growing
practice areas of our firm" said Ivor R. Elrifi, co-chair of the
firm's Intellectual Property Section and a member of Mintz Levin's
policy committee. "As more and more companies in sectors including
biotechnology, pharmaceutical, information technology, healthcare,
entertainment and consumer goods face issues related to patents,
trademarks, copyrights and trade secrets, the expertise of our
attorneys is in increasingly high demand."

"With the addition of Marvin, Dan and Richard, Mintz Levin will
build on its reputation for providing the highest caliber of
expertise and service to our clients nationally and
internationally," said Robert I. Bodian, Managing Partner of the
New York office and a member of the firm's Policy Committee

Mr. Gittes brings over thirty-five years of experience to Mintz
Levin. He previously served as a member of the IP department at
Gibbons, Del Deo, Dolan, Griffinger & Vecchione. Prior to joining
Gibbons Del Deo, Mr. Gittes was one of the founding partners of
his own firm, Cobrin & Gittes.

His experience involves all aspects of litigation in patent,
trademark, metatag, trade dress and unfair competition causes,
including mediation, arbitration, cancellation and opposition
proceedings. In addition, he has an extensive background in
licensing and contractual liability determinations, including
hardware, software, trademark, copyright and technology license
agreements. Mr. Gittes' patent prosecution experience includes
complex hardware and software associated with telephony, computers
and medical equipment.

Mr. Gittes is frequently called upon to assist in the
implementation of industry-wide licensing programs and has argued
numerous appeals, primarily in the Federal Circuit. He received
his B.S.E.E., with distinction, from Newark College of Engineering
and his J.D. from Georgetown University Law Center in Washington
D.C.

Dr. Coughlin was previously a partner in the intellectual property
group at Edwards & Angell, LLP in Stamford, CT. He brings over a
decade of experience in intellectual property law, having focused
his practice most recently on representing pharmaceutical
companies in both obtaining and litigating patents, as well as in
advising clients on patent issues arising from the FDA approval
process for both branded and generic drug products.

Over the course of his career, Dr. Coughlin has built a global
practice, counseling both domestic and international clients in
the pharmaceutical, biotechnology and technology industries on the
protection of intellectual property. Prior to beginning his legal
career, he served as an academic researcher and educator and
authored numerous technical publications in the areas of
biochemistry, spectroscopy, heterogeneous catalysis and computer
applications in computational chemistry.

Dr. Coughlin received his B.A. from Tufts University and his M.A.
from Bridgewater State College in Massachusetts. He holds a Ph.D.
in Chemistry from the University of Connecticut where he was
elected to Phi Kappa Phi and received his J.D. from IIT/Chicago-
Kent College of Law.

Mr. Lehrer comes to Mintz Levin from Gibbons, Del Deo, Dolan,
Griffinger & Vecchione, where his practice concentrated on
intellectual property litigation. Over the course of his career,
he has developed extensive experience in prosecution, litigation
and providing clients with infringement and validity assessment
and counseling. With a depth of knowledge in an array of
technology-related fields, Mr. Lehrer's experience also includes
drafting and evaluating license agreements.

A graduate of Cooper Union, Mr. Lehrer, earned his law degree from
Brooklyn Law School. He is admitted to the New Jersey and New York
State bars. Mr. Lehrer is a past member of I.E.E.E. and is a
member of the New York State Bar Association.

Ms. Gwiazda, was previously an associate with Gibbons, Del Deo,
Dolan, Griffinger & Vecchione. She earned her law degree from
Thomas M. Cooley Law School.

Mintz Levin has a fully integrated intellectual property practice,
with more than 80 attorneys, scientists and other professionals
focused on the protection, licensing and enforcement of
intellectual property rights across all of its offices.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC is a
multidisciplinary law firm with over 450 attorneys and senior
professionals in Boston, New York, Washington D.C., Reston, VA,
New Haven, CT, Los Angeles and London. Mintz Levin is
distinguished by its reputation for responsive client service and
expertise in the areas of bankruptcy; business and finance;
communications; employment; environmental; federal; health care;
immigration; intellectual property; litigation; public finance;
real estate; tax; and trust and estates. Mintz Levin's
international clientele range from privately held start-ups to
Fortune 100 companies in a wide array of industries including
biotechnology, venture capital, telecommunications, health care
and high technology. More information is available at

                    http://www.mintz.com/


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total          
                                Shareholders  Total     Working   
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (175)         280      140
AK Steel Holdings       AKS         (53)       5,025      579   
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,036)       2,162      568
Aphton Corp             APHT        (11)          16       (5)             
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU          (7)         361       31
Avon Products           AVP         (91)       3,327       73
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)     
Columbia Laboratories   CBRX         (8)          13        5
Cubist Pharmaceuticals  CBST         (7)         221      131    
Cedara Software         CDE          (2)          20      (12)  
Choice Hotels           CHH        (118)         265      (43)
Cherokee International  CHRK       (120)          64       15
Compass Minerals        CMP         (90)         644      101
Covad Comm Group        COVD         (5)         335       46     
Caraco Pharm Labs       CPD         (20)          20       (2)  
Volume Services         CVP          (5)         280      (11)    
Centennial Comm         CYCL       (579)       1,447      (98)     
Diagnostic Imag         DIAM          0           20       (3)     
Echostar Comm           DISH     (1,206)       6,210    1,674
Deluxe Corp             DLX        (298)         563     (309)  
Dun & Bradstreet        DNB         (19)       1,528     (104)
Education Lending Group EDLG        (26)       1,481      N.A.                
Eyetech Pharma          EYET        (78)          76       62
Graftech International  GTI         (95)         980      105   
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Journal Register        JRC          (4)         702      (20)
Kinetic Concepts        KCI         (80)         618      244
KCS Energy              KCS         (30)         268      (16)   
Kos Pharmaceuticals     KOSP       (239)         338     (248)  
Lodgenet Entertainment  LNET       (101)         298       (5)
Lucent Technologies     LU       (3,371)      15,747    2,818        
Memberworks Inc.        MBRS        (20)         248      (89)   
Millennium Chem.        MCH         (46)       2,398      637  
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154  
McMoRan Exploration     MMR         (31)          72        5
Maxxam Inc.             MXM        (582)       1,107      133     
Nuvelo Inc.             NUVO         (4)          27       21  
Northwest Airlines      NWAC     (1,483)      13,289     (762)   
ON Semiconductor        ONNN       (498)       1,144      201   
Airgate PCS Inc.        PCSAD      (293)         574     (364)    
Petco Animal            PETC        (11)         555      113
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (21)         171       (1)
Qwest Communications    Q          (916)      26,219   (1,129)   
Quality Distribution    QLTY       (126)         387       19   
Rite Aid Corp           RAD         (93)       6,133    1,676    
Revlon Inc.             REV      (1,726)         892      (32)
Sepracor Inc            SEPR       (619)       1,020      728
Silicon Graphics        SGI        (165)         650        1    
St. John Knits Int'l    SJKI        (65)         234       69
I-Stat Corporation      STAT          0           64       33     
Syntroleum Corp.        SYNM         (1)          47       14
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)  
Thermadyne Holdings     THMD       (665)         297      139                 
TiVo Inc.               TIVO        (25)          82        1   
Triton PCS Holdings     TPC         (60)       1,618      173     
Tessera Technologies    TSRA        (74)          24       20
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)    
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)    
Universal Technical     UTI         (36)          84       29    
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (56)         812      N.A.   
Warnaco Group           WRNC     (1,856)         948      471         
Western Wireless        WWCA       (464)       2,399     (120)   
Xoma Ltd.               XOMA        (11)          72       30
               
                           *********

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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