TCR_Public/030926.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Friday, September 26, 2003, Vol. 7, No. 191   


ACTIVE LINK: First Creditors Meeting Scheduled for October 28
ADELPHIA BUSINESS: Services Contract with Penn State Extended
ADVOCAT INC: Sets Special Shareholders' Meeting for November 3
AHOLD: Closes Sale of Paraguay Unit Supermercados to A.J. Vierci
AIR CANADA: Monitor Ernst & Young Submits 10th Monitor's Report

AIRGATE PCS: Pursuing Exchange Offer for 13-1/2% Discount Notes
ALASKA COMMS: Will Publish Third Quarter Results on October 30
AMERICAN SEAFOODS: Amends Tender Offer for 10-1/8% Senior Notes
AMERISOURCE HEALTH: Moody's Adjusts Sub. Notes Rating to B1
APPLIED DIGITAL: Inks 3 Separate Pacts to Sell Up to 23M Shares

ARMSTRONG: AWI Wants to Reimburse Asbestos PI Trust Expenses
ARVINMERITOR INC: Will Close Franklin, Ind. LVS Exhaust Facility
ATHERTON: Fitch Affirms Low-B & Junk Ratings on 4 Note Classes
ATLAS AIR: MSCS Withdraws, as Planned, as EETC Liquidity Provider
AVADO BRANDS: Same-Store Sales Up & Debt Reduction Continues

AZTEC CRANE: Court Okays Williams' Appointment as Ch. 11 Trustee
BESTNET COMMS: Will Reconvene Shareholder Meeting on October 1
BETHLEHEM STEEL: Resolves 59 Disputed Reclamation Claims
BOOTS & COOTS: Sets Oct. 2 as Effective Date for Reverse Split
BUDGET GROUP: UK Administrator Wants to Depose Cendant Officers

CABLETEL: Gets Consent to Make Reduced Payments on Senior Note
CENTENNIAL COMMUNICATIONS: Withdraws Public Equity Offering
CONE MILLS CORP: Files for Chapter 11 Reorganization in Delaware
CONE MILLS CORP: Case Summary & 25 Largest Unsecured Creditors
CONSOL ENERGY: Closes 11-Mill. Shares Sale via Private Placement

COVANTA ENERGY: Reports Exit Financing Under Reorganization Plan
DATA TRANSMISSION: Files for Prepack. Chapter 11 Reorg. in SDNY
DATA TRANSMISSION NETWORK: Case Summary & 17 Unsecured Creditors
ECHO SPRINGS: Mississauga Workers Vote for Union Certification
EMMIS COMMS: Will Pay Convertible Preferred Share Dividend

ENRON CORP: Claims Classification & Treatment Under Amended Plan
FAIRCHILD CORP: Posts $53M Net Loss for Year Ended June 30, 2003
FLEMING COMPANIES: Will Sell Oklahoma Property for $2.4 Million
GENCORP INC: Will Pay Quarterly Dividend by November 28, 2003
GENUITY: Wins Court Clearance for Nortel Settlement Agreement

GLOBAL CROSSING: Court Okays Ira Benjamin Katz as Lit. Counsel
HOLMES GROUP: Improved Credit Profile Spurs Outlook Revision
IMPAC SECURED: Fitch Takes Rating Actions on 2 Securitizations
INNOVATIVE MEDICAL: Falls Below Nasdaq Min. Listing Requirements
INTEGRATED HEALTH: Wants Court Approval of IOS Claims Settlement

INTERNATIONAL PAPER: Will Publish 3rd Quarter Results on Oct. 27
INT'L THOROUGHBRED: Court Confirms Amended Joint Chapter 11 Plan
ISLE OF CAPRI CASINO: Wins Contract to Operate in Waterloo, Iowa
ISTAR FINANCIAL: Prices Offering of 7.80% Preferred Shares
J.C. PENNEY: Will Host Investor Conference Call on September 29

JP MORGAN: S&P Raises & Affirms Low-B Ratings on 2 Note Classes
KAISER ALUMINUM: Court Approves Retirees' Committee Appointment
KINGSWAY FIN'L: S&P Rates $72 Million Preferreds Issue at BB+
LA QUINTA CORP: Stephen E. Merrill Steps Down from Co.'s Board
LEAP: Cricket Wants to Assume 278 Amended Cell Site Leases

LEGION INSURANCE: M. Diane Koken Appointed Statutory Liquidator
LODGENET ENTERTAINMENT: Reaffirms 3rd Quarter Earnings Guidance
MARINER POST-ACUTE: MHG Balks at Oakwood Living's $9-Mill. Claim
MDC CORP: Appoints Dickson and Rosenberg as Managing Directors
METROMEDIA FIBER: Offering 1.7M Shares to Certain Claim Holders

MICRON TECHNOLOGY: Fourth Quarter Net Loss Tops $123 Million
MOBILE ENERGY: Court Authorizes Distribution of Up to $10 Mill.
MORGAN STANLEY: Fitch Further Junks Class N Notes Rating to C
MORGAN STANLEY: Fitch Affirms Seven Ratings at Junk/Low-B Levels
NAT'L CENTURY: Proposes Creation of Liquidation Trust Under Plan

NEXIA HOLDINGS: Co.'s Ability to Continue Operations Uncertain
NOBLE CHINA: Files for CCAA Protection in Canada
NORTHWESTERN CORP: Wants Extension of Schedule-Filing Deadline
NRG ENERGY: South Central Debtors File Joint Reorganization Plan
OMNOVA SOLUTIONS: Red Ink Flows in Third Quarter 2003

OXFORD INDUSTRIES: Look for Fiscal Q1 2004 Results on October 2
PG&E NATIONAL: Gets Nod to Hire Ordinary Course Professionals
PRUDENTIAL SECURITIES: S&P Rates Class G & H Notes at D Level
SALTON INC: Corporate Credit Rating Dives Down a Notch to B+
SAN PEDRO BOAT: Funds to Clean Hazardous Vacated Site Approved

SMART & FINAL: Reaches Pact to Dispose of California Lawsuits
SPECTRASITE: Pushing with Secondary Offering of 9 Million Shares
SPEIZMAN INDUSTRIES: Red Ink Continued to Flow in Fourth Quarter
SUN HEALTHCARE: Wants Additional Time to Challenge Claims
UNIFI: Likely Net Loss Prompts S&P's Outlook Revision to Neg.

UNITED AIRLINES: Generated Positive Cash Flow in August
UNITED DEFENSE: Carlyle Evaluating Alternatives re Investment
URS CORP: Carlyle Group Sells 7 Million of URS Corp. Shares
USG CORP: Plan Filing Exclusivity Extended Until March 1, 2004
WALL STREET STRATEGIES: Voluntary Chapter 11 Case Summary

WARNACO: Amends Existing License Agreement with Ralph Lauren
WASHINGTON MUTUAL: Fitch Rates Class B-4 & B-5 Notes at BB/B
WCI COMMUNITIES: Price $125 Million Senior Sub. Note Offering
WCI STEEL: Gets Court Nod to Hire Ordinary Course Professionals
WESTPOINT STEVENS: Will File Disney License Agreement Under Seal

WORLDCOM: Court Clears Settlement Agreement with AT&T Wireless
ZI CORP: Expands Reach by Licensing eZiText to Westech Korea

* Fitch Says Pension Bill Has Impact on Airline Funding Req'ts.
* FTI Discussing to Acquire Dispute Advisory Services of KPMG

* BOOK REVIEW: Risk, Uncertainty and Profit


ACTIVE LINK: First Creditors Meeting Scheduled for October 28
The United States Trustee will convene a meeting of Active Link
Communications Inc.'s creditors on October 28, 2003, 1:30 p.m., at
505 N County Farm Road, Room 2000, Wheaton, Illinois 60187. This
is the first meeting of creditors required Section 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

Headquartered in Naperville, Illinois 60563, Active Link
Communication Inc., doing business as Communications World
International Inc., operates a distribution network for
telecommunications products and services through franchises under
the CommWorld name and company-owned outlets. The Company filed
for voluntary Chapter 7 under the Bankruptcy Code on September 15,
2003 (Bankr. N.D. Ill. Case No. 03-37869). Mark E. Leipold, Esq.,
at Gould & Ratner represents the Debtor as it winds-up its assets.  
As of the Petition Date, the Company had total assets of $828,000
and total debts of $15,375,000.

ADELPHIA BUSINESS: Services Contract with Penn State Extended
TelCove (formerly known as Adelphia Business Solutions) announced
that The Pennsylvania State University has extended its contract
through June 2004 for TelCove-provided communications services,
which include those interconnecting the University Park campus
with other Penn State campuses and with the Internet.

Penn State's original agreement with TelCove in 1998 included
circuits linking 23 of Penn State's 24 campuses, and the provision
of one, and later two, OC-3 circuits between the University Park
campus and the Pittsburgh "GigaPop." The GigaPop is a regional
aggregation point where connections to the commodity Internet,
Internet2, and other networks used by educational institutions are
made. Penn State, the University of Pittsburgh, Carnegie Mellon
University, and the University of West Virginia each use services
provided by this GigaPop.

Penn State presently utilizes twenty-two DS-3 circuits to
interconnect 23 of its 24 campuses and has replaced the two OC-3
circuits to the GigaPop with a single OC-12, affording the
University one of the fastest types of connections used, with
further expansion a possibility as demand for networking services
within the University continue to increase. One unusual aspect of
this particular OC-12 is that it is terminated in two physically
disparate locations at University Park, affording a degree of
protection against certain types of potential disruption and
complementing plans to address disaster recovery objectives.

Additional services provided by TelCove to the University which
are also covered by this extension include over 100 Integrated
Services Digital Network Primary Rate Interface circuits which
provide connectivity for a variety of purposes, including support
of dial-in modems and of trunk connections to private telephone
switches as used at several of the University's campuses.

"We are pleased to continue our relationship with TelCove, and
appreciate their ongoing willingness and ability to develop and
provide innovative services to accommodate Penn State's needs,"
said Steve H. Updegrove, a senior director within Information
Technology Services at Penn State whose unit is in charge of
telecommunications and networking. "As demands for ever-more-
advanced services emerge, we look forward to a continuing
relationship with TelCove to meet our changing needs in a timely
and affordable manner."

"Penn State is a clear leader in high tech higher education," said
Bob Guth, president and CEO of TelCove. " We are thankful for
their long term business partnership, and we look forward to an
ongoing role as they continue to accelerate the application of
technology to learning."

Founded in 1991, TelCove is one of the longest standing
competitive communications providers in the nation offering
integrated Internet, Data, and Voice services to more than 9,000
customers via its advanced, secure fiber optic network. For more
information on TelCove, visit  

ADVOCAT INC: Sets Special Shareholders' Meeting for November 3
The Special Meeting of Stockholders of Advocat Inc. will be held
at the offices of Harwell Howard Hyne Gabbert & Manner, P.C., 315
Deaderick Street, Suite 1800, Nashville, Tennessee 37238, on
Monday, November 3, 2003, at 10:30 a.m. local time, for the
following purposes:

  1.  To consider and vote upon a proposal to approve the sale of
      all of the stock of Diversicare Canada Management Services
      Co., Inc., Advocat's indirect, wholly-owned Canadian
      Subsidiary to DCMS Holdings Inc. pursuant to the Share
      Purchase Agreement dated August 25, 2003; and

  2.  To transact such other business as may properly come before
      the special meeting or any adjournment thereof.

Stockholders of record at the close of business on September 22,
2003 will be entitled to vote at the special meeting.

Advocat Inc. -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $43 million -- provides
long-term care services to nursing home patients and residents of
assisted living facilities in 9 states, primarily in the
Southeast, and three provinces in Canada.

For additional information about the Company, visit Advocat's Web

AHOLD: Closes Sale of Paraguay Unit Supermercados to A.J. Vierci
Ahold (NYSE:AHO) (Other OTC:AHODF) announced it has successfully
completed the sale of its 100% interest in Supermercados Stock
S.A. to A.J. Vierci.

This transaction is limited to Ahold's supermarket activities in
Paraguay. A.J. Vierci is owner and managing director of Grupo A.J.
Vierci. Grupo A.J. Vierci currently operates media, industry and
trade businesses in Paraguay.

The divestment of Supermercados Stock S.A is part of Ahold's
strategic plan to restructure its portfolio, to divest
consistently underperforming assets, and to concentrate on its
mature and most stable markets.

Supermercados Stock S.A. operated 10 supermarkets at year-end 2002
and has been part of Ahold's portfolio since 1998. At year-end
2002, the company was a subsidiary of Santa Isabel S.A. in Chile
and employs approximately 800 employees.

                           *    *    *

As previously reported, Standard & Poor's Ratings Services lowered
its long-term corporate credit rating on Netherlands-based food
retailer and food service distributor Ahold Koninklijke N.V. to
'BB-' from 'BB+', following the announcement by the group that
accounting irregularities at its U.S. Foodservice arm were
materially larger than expected.

In addition, the senior unsecured debt ratings on Ahold were
lowered to 'B+' from 'BB+', reflecting structural subordination.
At the same time, Standard & Poor's affirmed its 'B' short-term
rating on the group.

AIR CANADA: Monitor Ernst & Young Submits 10th Monitor's Report
Air Canada advises that the Tenth Report of the Monitor, a
comprehensive update on the substantial progress made in airline's
restructuring under the Companies' Creditors Arrangement Act, has
been completed by Ernst and Young Inc. and will be available this
evening at

The report includes an update on the following:

    a) The equity solicitation process;
    b) The Amex Card Partner Agreement;
    c) Pension matters;
    d) The status of discussions with labour unions;
    e) Negotiations with aircraft lessors;
    f) An agreement with respect to aircraft leases involving
       lenders supported by Export Credit Agencies;
    g) The General Electric Capital Aviation Services (GECAS)
       aircraft/financing agreement;
    h) Repudiation of property leases;
    i) Restructuring of other contractual commitments;
    j) Product distribution systems;
    k) Operating results;
    l) Cash flow projections to December 12, 2003;
    m) Estimated obligations of the Company arising subsequent to
       April 1, 2003;
    n) Operating agreement with Lufthansa;
    o) Claims process;
    p) The Unsecured Creditor Committee;
    q) Progress in the development of the restructuring plan;
    r) Directors and Officers liability insurance coverage;
    s) Ancillary proceedings under Section 304 of the US
       Bankruptcy Code; and
    t) Extension of the stay of proceedings.

AIRGATE PCS: Pursuing Exchange Offer for 13-1/2% Discount Notes
AirGate PCS, Inc. (OTCBB:PCSA), a PCS Affiliate of Sprint, intends
to pursue a registered exchange offer for all of its outstanding
$300 million aggregate principal amount 13-1/2% Senior
Subordinated Discount Notes due 2009.

In exchange for all of the Old Notes, the Company intends to offer
(i) $160 million aggregate principal amount of new 9-3/8% Senior
Subordinated Secured Notes due 2009 and (ii) new shares of AirGate
PCS common stock that will represent approximately 56% of the
outstanding equity.

"This recapitalization plan represents a critical long-term
solution for improving AirGate's capital structure and reducing
the financial risk in our business plan by providing over $255
million in debt service savings through 2009," said Thomas M.
Dougherty, president and chief executive officer of AirGate PCS.
"As a result, we expect to have a simplified capital structure
with debt ratios that are the lowest among the Sprint affiliates.
Furthermore, it will enable us to continue to pursue our 'smart
growth' strategy, which involves higher quality subscriber growth,
and, as importantly, to seek additional opportunities to improve
our operational and financial performance. At the same time we
will continue to focus on lower operating costs in order to
maximize operating cash flow. The agreements with lenders and
noteholders and the recapitalization should enable us to more
effectively address the next challenge of finding additional ways
to reduce churn and bad debt expense, including evaluating
opportunities for outsourcing customer care and related services."

Noteholders representing more than two-thirds of the principal
amount of the Old Notes have agreed to tender their Old Notes in
the exchange offer under the terms of a support agreement, which
became effective today. In order to facilitate the
recapitalization plan, the Company also reached an agreement with
its lenders to amend its senior secured credit facility and obtain
needed consent. The amendment also eliminates the minimum
subscriber covenant and provides greater flexibility in financial
and certain other covenants. The maturity, principal amount and
interest on the credit facility will remain unchanged. The
amendment is conditioned on, among other things, consummation of
the recapitalization plan, but is not conditioned on reaching an
agreement to modify the Company's operating agreements with

The New Notes to be issued in the offering will be senior
subordinated secured obligations of AirGate and cash interest will
be payable beginning in 2004. The New Notes will be secured on a
second-priority basis by all of the collateral that secures the
Company's credit facility.

The exchange offer and consummation of the recapitalization plan
will be subject to a number of conditions, including the valid
tender of 98% of the aggregate principal amount due at maturity of
the Old Notes outstanding immediately prior to the expiration of
the exchange offer, the approval of the Company's shareholders,
additional changes to the credit facility required by the
supporting Noteholders, required legal approvals and other
customary closing conditions.

If the Company does not meet the 98% minimum tender requirement or
any other conditions to complete the recapitalization plan, it may
pursue a prepackaged plan of reorganization and is soliciting
consents of holders of Old Notes for such a plan. This prepackaged
plan of reorganization requires acceptance by holders of at least
two-thirds in amount of the Old Notes and more than one-half in
number of such holders. As a part of the support agreement, over
two-thirds in principal amount of the Old Noteholders have agreed
to approve this pre-packaged plan.

Other features of the recapitalization plan include:

-- The transfer of all of the Company's stock in its iPCS
   subsidiary to a liquidating trust for the benefit of the
   AirGate shareholders of record as of the date of transfer to
   the trust, subject to approval of the iPCS bankruptcy court.
   Such shares would be distributed to such AirGate shareholders
   only if the iPCS bankruptcy court approves a plan of
   reorganization for iPCS that provides for distribution to the

-- A reverse stock split of the Company's common stock.

-- An increase in shares available under the Company's stock
   incentive plan to not more than 10% of the shares to be
   outstanding after completion of the recapitalization plan,
   excluding outstanding "out-of-the money options." Any shares
   issued under the plan would proportionately dilute the existing
   shareholders and the tendering Noteholders. The amounts and
   terms of any equity awards for executives established by the
   board of directors are subject to approval by a majority of the
   supporting Old Noteholders.

-- An increase in the size of the Company's board of directors to
   at least seven members, three of whom are to be approved by
   supporting Old Noteholders.

-- A consent solicitation to (i) remove substantially all
   covenants of the indenture under which the Old Notes were
   issued which can be removed without consent of all Old
   Noteholders, (ii) release the liens created under the Old Notes
   indenture and (iii) waive any defaults under the Old Notes
   indenture that occur as a result of the recapitalization plan.

The Company expects to file an exchange offer registration
statement and a proxy statement relating to the recapitalization
transaction with the Securities and Exchange Commission as soon as
possible. Broadview International, LLC and Masson and Company are
advising the Company on the transaction. Jefferies & Company, Inc.
has been appointed dealer-manager for the exchange offer. The
Company and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
stockholders of the Company with respect to the transactions
contemplated by the exchange offer. Information about the
Company's directors and officers is included in the Company's
Annual Report on Form 10-K filed with the SEC on January 17, 2003
and in the Company's Proxy Statement for its 2003 Annual Meeting
of Shareowners filed with the SEC on January 28, 2003.

These documents and amendments to these documents will be filed
with the SEC. When these and other documents are filed with the
SEC, they may be obtained at the SEC's Web site at You may also obtain each of these documents  
(when available) from us by directing your request to Barbara L.
Blackford, Vice President, General Counsel and Corporate Secretary
at 404-525-7272.

AirGate PCS will hold a conference call to discuss this press
release on Wednesday, October 1, 2003, at 9:00 a.m. ET. A live
broadcast of the conference call will be available on-line at
http://www.airgatepcsa.comor To  
listen to the live call, please go to the Web site at least 15
minutes early to register, download, and install any necessary
audio software. For those who cannot listen to the live broadcast,
a replay will be available shortly after the call through the
close of business on November 1, 2003.

AirGate PCS, Inc., excluding its unrestricted subsidiary iPCS, is
the PCS Affiliate of Sprint with the right to sell wireless
mobility communications network products and services under the
Sprint brand in territories within three states located in the
Southeastern United States. The territories include over 7.1
million residents in key markets such as Charleston, Columbia, and
Greenville-Spartanburg, South Carolina; Augusta and Savannah,
Georgia; and Asheville, Wilmington and the Outer Banks of North

In its June 2003 balance sheet, AirGate PCS recorded a total
shareholders' equity deficit of about $369 million.

iPCS, Inc., a wholly owned unrestricted subsidiary of AirGate PCS,
Inc., is the PCS Affiliate of Sprint with the right to sell
wireless mobility communications network products and services
under the Sprint brand in 37 markets in Illinois, Michigan, Iowa
and eastern Nebraska. The territories include over 7.4 million
residents in key markets such as Grand Rapids, Michigan;
Champaign-Urbana and Springfield, Illinois; and the Quad Cities
areas of Illinois and Iowa.

As previously announced, iPCS, Inc. and its subsidiaries, iPCS
Wireless, Inc. and iPCS Equipment, Inc., filed a Chapter 11
bankruptcy petition on February 23, 2003, for the purpose of
effecting a court-administered reorganization. Subsequent to
February 23, 2003, AirGate no longer consolidates the accounts and
results of operations of iPCS and the accounts of iPCS are
recorded as an investment using the cost method of accounting. As
part of the recapitalization plan, the Company plans to transfer
all of its shares of iPCS stock to a liquidating trust for the
benefit of the AirGate shareholders of record on the transfer
date. As a result, the Company anticipates that iPCS will be
accounted for as a discontinued operation. It is highly likely
that the iPCS stock will be worthless. However, if the iPCS
bankruptcy court decides to distribute the iPCS stock to the trust
as part of approving a plan of reorganization for iPCS, such stock
will be distributed to such AirGate shareholders.

AirGate and iPCS are separate corporate entities that have
discrete and independent financing sources, debt obligations and
sources of revenue. As an unrestricted subsidiary, iPCS's lenders,
noteholders and creditors do not have a lien or encumbrance on
assets of AirGate. Further, AirGate generally cannot provide
capital or other financial support to iPCS.

ALASKA COMMS: Will Publish Third Quarter Results on October 30
Alaska Communications Systems Group, Inc., (Nasdaq:ALSK) the
leading integrated communications provider in Alaska, will release
financial results for the quarter ended September 30, 2003,
immediately following the close of market on Thursday, October 30,
2003. The Company will host a conference call and live webcast at
5:00 p.m. Eastern Time to discuss the results.

For parties in the United States and Canada, call 800-218-0713 to
access the earnings call. International parties can access the
call at 303-205-0033.

Additionally, ACS will offer a live webcast of the conference
call, accessible from the "Investor Relations" section of the
Company's Web site -- The webcast will be  
archived for a period of 45 days. A telephonic replay of the
conference call will also be available 2 hours after the call and
will run until Saturday, November 1, 2003, at 7:00 p.m. ET. To
hear the replay, parties in the United States and Canada should
call 800-405-2236 and enter pass code 544224. International
parties should call 303-590-3000 and enter pass code 544224.

ACS (S&P, B+ Corporate Credit Rating, Stable) is the leading
integrated, facilities-based telecommunications services provider
in Alaska, offering local telephone, wireless, Internet and
interexchange services to business and residential customers
throughout Alaska. ACS currently services approximately 339,000
lines, 83,000 wireless customers, 45,000 Internet customers, and
44,000 long distance customers. More information can be found on
the Company's Web site at

AMERICAN SEAFOODS: Amends Tender Offer for 10-1/8% Senior Notes
American Seafoods Group LLC and American Seafoods Finance, Inc.
announced the amendment of their pending cash tender offer to
purchase any and all of their outstanding 10-1/8% Senior
Subordinated Notes due 2010 (CUSIP No. 02944PAB5).

The tender offer is being amended to provide that if the Notes are
accepted for payment by American Seafoods (1) the tender offer
consideration will be equal to $1,170.00 per $1,000 principal
amount of Notes, which will be paid to Noteholders who validly
tender and do not withdraw their Notes, plus accrued and unpaid
interest to, but not including, the date of payment and (2) the
total consideration will be $1,200.00 per $1,000 principal amount
of Notes, which will be paid to Noteholders who validly consent to
the proposed amendments described below and validly tender their
Notes and do not withdraw such Notes on or prior to the consent
expiration date. The increase in the purchase price for the Notes
follows discussions among American Seafoods, Credit Suisse First
Boston, or CSFB, and a Noteholder purportedly representing
Noteholders holding in excess of 80% of the aggregate principal
amount of the Notes. These Noteholders have indicated that they
intend to promptly consent to and tender their Notes into the
offer at the increased purchase price.

The consent expiration date is 5:00 p.m., New York City time, on
September 26, 2003, unless extended. The offer will expire at
12:00 midnight, New York City time, on October 10, 2003, unless
extended. Holders who desire to receive the consent payment and
the tender offer consideration must both validly consent to the
proposed amendments and tender their Notes pursuant to the offer
on or prior to the consent expiration date. Holders who tender
their Notes after the consent expiration date will receive the
tender offer consideration but not the consent payment. Tendered
Notes may be withdrawn and consents may be revoked at any time on
or prior to the consent expiration date but not thereafter. As of
the close of business on September 23, 2003, approximately $9.93
million of the $175.0 million outstanding principal amount of the
10 1/8% Senior Subordinated Notes due 2010 had been tendered.

The proposed amendments to the indenture would eliminate
substantially all of the restrictive covenants, certain repurchase
rights and certain events of default and related provisions
contained in such indenture.

Consummation of the offer is subject to certain conditions,
including (1) the consummation of certain financing transactions
contemplated by the registration statement on Form S-1
(Registration no. 333-105499) filed with the Securities and
Exchange Commission by American Seafoods Corporation, an affiliate
of American Seafoods Group LLC and American Seafoods Finance, Inc.
and (2) the receipt of the requisite consents (i.e., consents of
Noteholders holding at least a majority in principal amount of the
Notes) with respect to the proposed amendments. If the Majority
Noteholders validly consent to the proposed amendments and do not
revoke the consents on or prior to the consent expiration date,
the second condition described above will be satisfied.

Subject to applicable law, American Seafoods Group LLC and
American Seafoods Finance, Inc. may, in their sole discretion,
waive or amend any condition to the offer or solicitation, or
extend, terminate or otherwise amend the offer or solicitation.

CSFB is the dealer manager for the offer and the solicitation
agent for the solicitation. MacKenzie Partners, Inc. is the
information agent and Wells Fargo Bank Minnesota, National
Association is the depositary in connection with the offer and
solicitation. The offer and solicitation are being made pursuant
to the Offer to Purchase and Consent Solicitation Statement, dated
September 15, 2003, and the related Consent and Letter of
Transmittal, each as modified by this press release, collectively
set forth the complete terms of the offer and solicitation. Copies
of the Offer to Purchase and Consent Solicitation Statement and
related documents may be obtained from MacKenzie Partners, Inc. at
212-929-5500. Additional information concerning the terms of the
offer and the solicitation may be obtained by contacting CSFB at
1-800-820-1653. Copies of the registration statement may be
obtained from the Securities and Exchange Commission's Internet
site. The site's Internet address is  

American Seafoods (S&P, BB- Corporate Credit Rating, Positive),
headquartered in Seattle, Washington, is the largest harvester and
at-sea processor of pollock and the largest processor of catfish
in the United States.

AMERISOURCE HEALTH: Moody's Adjusts Sub. Notes Rating to B1
Moody's rating on Amerisource Health Corporation's 5% convertible
subordinated notes, due Dec. 1, 2007, was adjusted to B1 from Ba3.
All other ratings and the positive outlook remain the same.

Moody's said that the, "adjustment reflects the structural
subordination of these notes relative to other senior debt
obligations of AmerisourceBergen Corporation." The new parent,
AmerisourceBergen Corporation in conjunction with Amerisource
Health Corporation's merger with Bergen Brunswig Corp, jointly and
severally assumed this new convertible debt.

Based in Valley Forge, Pennsylvania, AmerisourceBergen Corporation
is one of the nation's leading pharmaceutical distribution and
related services organizations.

APPLIED DIGITAL: Inks 3 Separate Pacts to Sell Up to 23M Shares
Applied Digital Solutions, Inc. has entered into three separate
securities purchase agreements on September 19, 2003, with each of
First Investors Holding Co., Inc., Magellan International LTD and
Cranshire Capital, LP for the purchase of up to 11,428,571 shares,
5,714,286 shares and 5,714,286 shares of Company common stock,
respectively (22,857,143 shares in the aggregate).

The Agreements provide for the purchase of an aggregate of
22,857,143 million shares of Applied Digital's common stock on up
to ten settlement dates within a 31-trading day period, but in no
event selling shares for an aggregate purchase price in excess of
$3,999,999.99, $2,000,000 and $2,000,000 from First Investors
Holding Co., Inc., Magellan International LTD and Cranshire
Capital, LP, respectively. The settlement dates (if any) and the
number of shares to be purchased will occur as described in the
Plan of Distribution section of the Company's prospectus

In accordance with the Agreements, the purchase price for each
share being purchased shall equal 87.00% of the average of the
volume weighted average trading price (as reported by Bloomberg
Financial L.P., using the VAP function) of the Company's common
stock for the three trading days immediately preceding each
settlement date. The Company is not obligated to sell any shares
under the Agreements at a price less than the floor price of $0.35
per share, 'nor is it required to sell, and the Purchasers are not
required to purchase, any Company common stock at a price that is
less than the floor price. The Purchasers may, but are not
required to, purchase up to the maximum aggregate amount of shares
under their respective agreements at the floor price, subject to
the dollar limitations noted above. If the volume weighted average
trading price on two consecutive settlement dates is less than
$0.42, then, at any time thereafter, the Purchasers are entitled
to terminate any and all of their obligations under their
respective agreements. On September 19, 2003, the last reported
sales price of Applied Digital's common stock, (symbol: "ADSX"),
on the Nasdaq SmallCap Market, was $0.50 per share.

                        *   *   *

As reported in Troubled Company Reporter's June 9, 2003 edition,
Applied Digital Solutions signed Securities Purchase Agreements to
sell an additional 12.5 million previously registered shares to
the same investors who have already agreed to purchase 37.5
million shares as announced on May 9, 2003, and May 23, 2003.

The Company said it will use the proceeds from this sale towards
the satisfaction of its debt obligation to its senior lender, IBM
Credit LLC. Under the Forbearance Agreement with IBM Credit
(announced on March 27, 2003), the Company has the right to
purchase all of its debt of approximately $95 million (including
accrued interest) with a payment of $30 million by June 30,
2003, subject to continued compliance with the terms of the
Forbearance Agreement. If this payment is made on or before June
30, 2003, Applied Digital would satisfy its full obligation to
IBM Credit. As of this date, the Company is in compliance with all
terms of the Forbearance Agreement.

Applied Digital Solutions is an advanced technology development
company that focuses on a range of life-enhancing, personal
safeguard technologies, early warning alert systems, miniaturized
power sources and security monitoring systems combined with the
comprehensive data management services required to support them.
Through its Advanced Technology Group, the Company specializes in
security-related data collection, value-added data intelligence
and complex data delivery systems for a wide variety of end users
including commercial operations, government agencies and
consumers. Applied Digital Solutions is the beneficial owner of a
majority position in Digital Angel Corporation (AMEX: DOC). For
more information, visit the Company's Web site at

ARMSTRONG: AWI Wants to Reimburse Asbestos PI Trust Expenses
Armstrong World Industries seeks the Court's authority to:

   -- reimburse the Trustees of the Asbestos PI Trust for the
      reasonable attorneys' fees and out-of-pocket expenses
      incurred by the Trustees in connection with the
      establishment of the Asbestos PI Trust, and such other
      actions as are necessary to have the Asbestos PI Trust
      operational by the Effective Date of the Plan;

   -- if the Trustees undertake activities prior to
      confirmation, reimburse the members of the Trustees'
      Advisory Committee for reasonable out-of-pocket expenses
      incurred in connection with such activities and pay the
      TAC members a reasonable hourly rate established by the
      Trustees for meetings attended or other conduct of
      Asbestos PI Trust business;

   -- pay the Trustees for meetings attended at the per diem to
      be included in the Asbestos PI Trust Agreement and to be
      agreed upon by the Asbestos PI Claimants' Committee and
      the Future Claimants' Representative; and

   -- pay the premiums for errors and omissions insurance to be
      issued on the Trustees' behalf.

AWI wants to make these payments without further Court approval.  
All pre-confirmation fees and expenses of the Future Claimants'
Representative and counsel to the Future Claimants' Representative
in connection with the establishment of the Asbestos PI Trust will
be paid in accordance with the current procedures for fee
applications in AWI's Chapter 11 case.

                         A Key Plan Feature

AWI points out that the Asbestos PI Trust, into which all present
and future asbestos-related personal injury claims will be
channeled, is -- to understate it -- a "key feature" of the Plan.  
In order to obtain the benefit of a permanent channeling
injunction with respect to asbestos-related personal injury
claims, the Bankruptcy Code requires that the claims be channeled
to a trust that meets the Code's requirements.

Under the terms of the Plan, Rebecca L. Booth, Esq., at Richards
Layton & Finger, in Wilmington, Delaware, relates that the
occurrence of the "Effective Date" is subject to the condition
precedent that "Asbestos PI Trustees will have been selected and
will have executed the Asbestos PI Trust Agreement."  The Asbestos
PI Claimants' Committee and the Future Claimants' Representative
have interviewed approximately 100 candidates in connection with
the selection of the Trustees and selected five individuals.  
Although the Trustees have been selected, they have not yet begun
the process of taking the steps that the Trustees believe are
necessary before they will be prepared to sign the Asbestos PI
Trust Agreement.  Based on what has occurred in other asbestos-
related Chapter 11 cases, AWI expects that the Trustees will wish
to retain separate counsel, review the Asbestos PI Trust Agreement
and related documents, like the Asbestos PI Trust Distribution
Procedures and the PI Trust By-laws, and make whatever
preparations as may be necessary before they agree to sign the
Asbestos PI Trust Agreement.

                       Expected Trustee Expenses

As part of these preparations, the Trustees will be meeting with
representatives of AWI, the Future Claimants' Representative, and
proposed members of the Trustees' Advisory Committee.  Pursuant to
the Asbestos PI Trust Agreement, each of the Trustees will be
entitled to receive a per annum compensation, plus a per diem
allowance for meetings or other Asbestos PI Trust business
performed, as well as reimbursement of reasonable out-of-pocket

Pursuant to the Asbestos PI Trust Agreement, the Trustees are
required to consult with the TAC and the Future Claimants'
Representative on certain issues relating to the Asbestos PI
Trust, including issues relating to the general implementation and
administration of the Asbestos PI Trust.  Each member of the TAC
will be entitled to compensation from the Asbestos PI Trust in the
form of a reasonable hourly rate set by the Trustees for
attendance at meetings or other conduct of Asbestos PI Trust

AWI wishes to have the Trustees and, to the extent selected, the
TAC, commence the process of reviewing the Asbestos PI Trust
Agreement and take other steps necessary to have the Asbestos PI
Trust ready to function by the Effective Date of the Plan.  The
fees and expenses that AWI seeks authorization to pay will be
incurred by the Trustees and, to the extent selected in advance of
confirmation, the members of the TAC in taking actions that are
necessary conditions to AWI's timely emergence from Chapter 11.  

By offering to reimburse the Trustees and the TAC members now for
these fees and expenses, AWI hopes to be in a position to
consummate the Plan shortly after confirmation.  Absent the
Trustees and the TAC members beginning their review of the various
documents relating to the Asbestos PI Trust promptly and taking
other actions, that goal will, in all likelihood, be unattainable.
(Armstrong Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   

ARVINMERITOR INC: Will Close Franklin, Ind. LVS Exhaust Facility
ArvinMeritor, Inc. (NYSE: ARM) announced the decision to close its
Light Vehicle Systems exhaust facility in Franklin, Ind.  The
closure is part of LVS' restructuring plan to reduce fixed costs
and enhance customer satisfaction through just-in-time delivery.  
It is also the result of factors in the automotive industry such
as overcapacity in the North American passenger car market.

The Franklin facility employs more than 850 people and is a
producer of exhaust components and systems.  Production based in
Franklin will be transferred to ArvinMeritor locations in
Columbus, Ind.; Taylor, Mich.; Detroit, Mich.; Dexter, Mo.;
Spartanburg, S.C.; and Queretaro, Mexico.  There will be no
disruption in service to ArvinMeritor customers.

"These decisions are never easy, but they are necessary if we are
to remain competitive," said Juan De La Riva, president of the LVS
business group.  "We must continuously reduce costs, align
production with demand and improve our processes to ensure the
long-term viability of the business."

Approximately 750 hourly employees in Franklin are covered by the
collective bargaining agreement with the United Brotherhood of
Carpenters and Joiners of America - Local 2993.  The company
notified union officials of its decision Wednesday.  This will be
a phased closure, with initial production moves anticipated to
begin in December 2003.  The closure process will be complete by
September 2004.

The company noted that, as Franklin production is moved to other
ArvinMeritor facilities, it may be necessary to hire additional
workforce to support the new business.  Franklin employees will be
eligible to inquire about those positions.

ArvinMeritor, Inc. (S&P, BB+ Corporate Credit & Senior Unsecured
Debt Ratings, Negative) is a premier $7-billion global supplier of
a broad range of integrated systems, modules and components to the
motor vehicle industry.  The company serves light vehicle,
commercial truck, trailer and specialty original equipment
manufacturers and related aftermarkets.  In addition, ArvinMeritor
is a leader in coil coating applications.  The company is
headquartered in Troy, Mich., and employs 32,000 people at more
than 150 manufacturing facilities in 27 countries.  ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.  For more information, visit the company's Web
site at:

ATHERTON: Fitch Affirms Low-B & Junk Ratings on 4 Note Classes
Upon completion of Fitch's semi-annual franchise portfolio review,
Fitch takes the following actions.

The classes listed below are affirmed and removed from Rating
Watch Negative. Fitch believes that given the underlying
collateral performance, credit enhancement is sufficient to
maintain the current ratings

   Atherton Franchise Loan Funding 1997-A

     -- Class B, rated 'BB+';
     -- Class C, rated 'B'.

   Atherton Franchise Loan Funding 1999-A

     -- Class A-X rated 'AA-';
     -- Class A-1 rated 'AA-';
     -- Class A-2 rated 'AA-';
     -- Class B rated 'A-';
     -- Class C rated 'BB';
     -- Class D rated 'CCC'.

   ACLC Franchise Loan Receivables Trust 1998-A

     -- Class A-3, rated 'BB'.

   ACLC Franchise Loan Receivables Trust 1998-1

     -- Class A-2, rated 'BBB';
     -- Class A-3, rated 'BB-'.

   ACLC Franchise Loan Receivables Trust 1998-2

     -- Class C, rated 'BB'.

   ACLC Franchise Loan Receivables Trust 1999-1

     -- Class C, rated 'B'.

   ACLC Franchise Loan Receivables Trust 1999-2

     -- Class B, rated 'BBB';
     -- Class C, rated 'BBB-';
     -- Class D, rated 'B'.

   ACLC Franchise Loan Receivables Trust 2000-1

     -- Class A-1, rated 'AA';
     -- Class A-2, rated 'AA';
     -- Class A-3A, rated 'AA';
     -- Class A-3F, rated 'AA';
     -- Class B, rated 'BBB';
     -- Class C, rated 'BBB-';
     -- Class D, rated 'B'.

   Captec Loan Receivables Trust 1996-A

     -- Class A, rated 'CCC';
     -- Class B, rated 'CC'.

   FMAC Loan Receivables Trust 1996-A

     -- Class B1, rated 'C';
     -- Class B2, rated 'C'.

   FMAC Loan Receivables Trust 1997-B

     -- Class A, rated 'B';
     -- Class B, rated 'CC'.

   FMAC Loan Receivables Trust 1997-C

     -- Class A-X, rated 'BBB';
     -- Class A, rated 'BBB';
     -- Class B, rated 'CCC';
     -- Class C, rated 'C'.

   FMAC Loan Receivables Trust 1998-A

     -- Class A-X, rated 'BB';
     -- Class A-2, rated 'BB';
     -- Class A-3, rated 'BB';
     -- Class B, rated 'CCC';
     -- Class C, rated 'C'.

   FMAC Loan Receivables Trust 1998-B

     -- Class A-X, rated 'B';
     -- Class A-2, rated 'B';
     -- Class B, rated 'CC';
     -- Class C, rated 'C'.

Fitch places FFCA Secured Franchise Loan Trust 2000-1 class A on
Rating Watch Negative. Classes B, C, D, and E remain on Rating
Watch Negative where they were placed on December 2, 2002. Pending
resolution of the Clark Retail Enterprises, Inc. (CRE) bankruptcy,
Fitch continues to monitor this significant borrower relationship,
as well as overall pool performance to maintain an appropriate
assessment of credit risk.

   FFCA Secured Franchise Loan Trust 2000-1

     -- Class IO, rated 'AAA';
     -- Class A-1, rated 'AAA';
     -- Class A-2, rated 'AAA'.

In addition, the following classes remain on Rating Watch

   FFCA Secured Franchise Loan Trust 1999-2

     -- Class IO, rated 'A';
     -- Class A-1a, rated 'A';
     -- Class A-1b, rated 'A';
     -- Class A-2, rated 'A';
     -- Class B-1, rated 'BBB';
     -- Class B-2, rated 'BBB';
     -- Class C-1, rated 'BB+';
     -- Class C-2, rated 'BB+';
     -- Class D-1, rated 'BB';
     -- Class D-2, rated 'BB';
     -- Class E-1, rated 'B';
     -- Class E-2, rated 'B'.

ATLAS AIR: MSCS Withdraws, as Planned, as EETC Liquidity Provider
Atlas Air Worldwide Holdings, Inc. (Pink Sheets: AAWH) was advised
by Wilmington Trust Co., as subordination agent, that Morgan
Stanley Capital Services, Inc., has funded and withdrawn as the
Class B and Class C certificate liquidity provider with respect to
the Atlas Air, Inc. Enhanced Equipment Trust Certificates.

This action satisfies one of the specific requirements of the EETC
restructuring agreements between the company and holders of a
majority of the Class A EETCs.

The EETCs were issued in 1998, 1999 and 2000 to finance Atlas
Air's initial fleet of 12 Boeing 747-400 freighter aircraft.

Atlas Air Worldwide Holdings, the parent company of Atlas Air,
Inc. and Polar Air Cargo, Inc., offers its customers a complete
line of freighter services, including ACMI (Aircraft, Crew,
Maintenance, and Insurance) contracts, charter services and time-
definite, airport-to-airport scheduled airfreight service with a
fleet of Boeing 747 freighters. Learn more at

                           *    *    *


In March 2003, Atlas Air Worldwide Holdings, Inc. announced it was
deferring all debt and aircraft lease payments associated with its
Boeing 747 aircraft. This deferral was intended to give the
company the opportunity to negotiate a restructuring of the terms
and conditions of its debt and aircraft leases and bring them in
line with current and anticipated market conditions and better
reflect the reduced market values of the aircraft. Because the
company deferred the payments without the consent of its
debtholders and lessors, the deferral of payments resulted in
defaults under the terms of the applicable leases and debt, and
resulted in defaults under the terms of its credit facilities and
other debt obligations. Such defaults give the other parties to
these arrangements certain rights and remedies. Although the
company has already reached agreements in principle with General
Electric Capital Aviation Services, its banking group, the holders
of its Class A Enhanced Equipment Trust Certificates, and several
of its lessors, it continues to negotiate with its remaining
lessors and other creditors with a view to achieving a pre-
negotiated restructuring of its debt and lease obligations.

The company seeks to implement its financial restructuring by
entering into restructuring agreements with substantially all of
its major creditors and lessors prior to consummating the
restructuring through a pre-negotiated Chapter 11 filing under the
U.S. Bankruptcy Code during the first half of December 2003.
Because the company anticipates having agreements with its major
creditors and lessors in place at the time of a Chapter 11 filing,
the company hopes to reduce the time spent in bankruptcy to
minimize the impact of the filing on its operations.

At this time, it is not possible to predict accurately the effects
of a Chapter 11 reorganization process on the company's business
or when it may emerge from Chapter 11. The company's future
results depend in part on the timely and successful completion of
negotiations with its creditors and lessors, upon the ability of
the company to comply with the terms and conditions of its
restructuring agreements, and upon confirmation and implementation
of a plan of reorganization. No assurance can be given as to what
values, if any, will be ascribed in the bankruptcy case to each of
these constituencies, and it is possible that the company's
existing equity or other securities will be restructured in a
manner that will reduce substantially or eliminate any value.
Accordingly, the company urges that appropriate caution be
exercised with respect to existing and future investments in any
of the company securities.

Additional information is available in the company's Form 8-K
dated September 12, 2003 containing, among other items, details
about the company's business plan, fleet plan and debt
restructuring efforts.

AVADO BRANDS: Same-Store Sales Up & Debt Reduction Continues
Avado Brands, Inc. (OTC Bulletin Board: AVDO), owner and operator
of award-winning Don Pablo's Mexican Kitchen and Hops Grillhouse &
Brewery, reported on the progress of its key initiatives:
improving same-store sales, reducing debt and improving

Largely as a result of on-going marketing initiatives, Don Pablo's
and Hops have continued to show improvement in same-store sales
during the third quarter.  

The Company also announced that it was able to further reduce debt
during the third quarter primarily as a result of a $5.5 million
federal income tax refund relating to prior tax years, which was
received in September. $5.0 million of the refund was used to
permanently reduce outstanding borrowings under the Company's
revolving credit facility.

As previously stated in the Company's Form 10-Q for the quarter
ended June 29, 2003, there continues to be substantial doubt that
the Company will be able to maintain compliance with certain of
the financial covenant requirements contained in its credit
facility for the twelve-month period ending September 28, 2003.  
Currently, outstanding cash borrowings under the facility total
approximately $9.8 million.

"As we stated at the end of the second quarter, our primary focus
has shifted from driving same-store sales and reducing debt to
improving profitability," said Tom E. DuPree, Jr., Chairman and
Chief Executive Officer of Avado Brands, "and while we do not
expect to see improved profitability during the third quarter, we
do expect to see steady improvement in the profitability of both
brands over time."

Avado Brands -- whose June 29, 2003 balance sheet shows a total
shareholders' equity deficit of about $18 million -- owns and
operates two proprietary brands comprised of 109 Don Pablo's
Mexican Kitchens and 65 Hops Grillhouse & Breweries.

AZTEC CRANE: Court Okays Williams' Appointment as Ch. 11 Trustee
The U.S. Bankruptcy Court for the Southern District of Texas gave
Richard W. Simmons, the United States Trustee for Region 7
authority to appoint a Chapter 11 Trustee in Aztec Crane
Corporation's cases.  

The U.S. Trustee, in turn, appointed Randy W. Williams to serve as
the Chapter 11 Trustee.  Mr. Williams is an attorney and a
partners with the firm of Thompson & Knight, LLP at 333 Clay
Street, Suite 3300, Houston, Texas77002.

The U.S. Trustee consulted with the 4 parties in interest
regarding Mr. Williams' appointment:

     i) Aaron Keiter, counsel for debtors

    ii) Elizabeth Freeman, counsel for J. Raymond

   iii) Wayne Kitchens, counsel for Textron Business

    iv) Steven Palmer, counsel for Bank One

Mr. Williams assure the Court that he has no connections with the
debtors, creditors, any other parties in interest, their
respective attorneys and accountants, the United States Trustee,
and any persons employed in the Office of the United States
Trustee.  Such, there is no conflict in his serving as Chapter 11
Trustee in these cases.

Headquartered in Houston, Texas, Aztec Crane Corporation provides
crane service for North-Central Texas.  The Company filed for
chapter 11 protection on September 9, 2003 together with Tavaero
Jet Center Inc. (Bankr. S.D. Tex. Case No. 03-42844). Aaron
Keiter, Esq., at Strother Keiter & Mulder, P.C., represents the
Debtors in their restructuring efforts.  When the Company filed
for protection from its creditors, it listed assets of more than
$14 million and debts of over $1 million.

BESTNET COMMS: Will Reconvene Shareholder Meeting on October 1
BestNet Communications Corporation (OTC Bulletin Board: BESC), a
provider of patented Internet-based communication solutions, will
reconvene its Annual Shareholder Meeting on Wednesday, October 1,
2003 at 8:00 am local time at the Doubletree Guest Suites Phoenix,
320 North 44th St., Phoenix, Arizona.

BestNet Communications is an Internet-based provider of long
distance, conference calling, ClicktoPhone(TM) and e-commerce
communication services. BestNet's services are accessed via the
Internet and delivered using standard phone lines.  This results
in a cost effective high quality service for both businesses and

Under the brand name Bestnetcall(TM) --
-- the patented service offers clients premium quality calls and
conference calling, at significantly lower rates.  Calls and
conference calls can be launched by web based and desktop
applications or handheld devices including Palm(TM), Pocket PC(R)
and Blackberry(TM) and used with any standard or wireless phone.  
In addition the company's new ClicktoPhone(TM) service -- enables clients to add secure and  
anonymous voice communication connectivity anywhere in the world
to web sites, web banners, pictures, electronic documents and
customized e-mail calling buttons.

                         *     *     *

                    Going Concern Uncertainty

In its Form 10-Q filed with the Securities and Exchange
Commission, BestNet reported:

"The [Company's] consolidated financial statements have been
prepared assuming the Company will continue as a going concern.  
The Company has incurred losses from operations over the years and  
anticipates additional losses in fiscal year 2003.  Management has
been successful in obtaining financing and has implemented a
number of cost-cutting initiatives to reduce its working capital
needs.  The Company requires and continues to pursue additional  
capital for growth and strategic plan implementation.
Notwithstanding the forthcoming maturity of convertible notes due  
September 26, 2003, management believes current funds will be  
sufficient to fund working capital for the next five months."

BETHLEHEM STEEL: Resolves 59 Disputed Reclamation Claims
U.S. Bankruptcy Court Judge Lifland orders that the 59 Valid
Reclamation Claims are entitled to administrative expense priority
status in the Valid Claim Amounts and will be paid upon the
effective date of the Bethlehem Steel Debtors' Liquidation Plan.

Furthermore, the Court rules that:

   (a) The balance, or the difference between the Asserted Claim
       Amount and Valid Claim Amount of the Asserted Reclamation
       Claims, are reclassified to general unsecured claims;

   (b) The reclassification of 12 Claimants' Claims will be
       reflected by offsetting the reclassified amount from the
       Asserted Reclamation Claim as listed in the Debtors'
       schedules of assets and liabilities.

       These Claimants are:

        -- Amerada Hess Corporation;
        -- Bearing Service Company of Pennsylvania;
        -- Considar, Inc.;
        -- Duferco, S.A.;
        -- Eramet North America;
        -- Morton International, Inc. Morton Salt Division;
        -- Northshore Mining Company a subsidiary of Cliffs    
           Minnesota Minerals Company;
        -- Rubicon Refractories, Inc.;
        -- Ryerson & Son, Inc., Joseph T.;
        -- Walbridge Coatings; and
        -- Watteredge-Uniflex, Inc.;
   (c) Iron Ore Company of Canada will have an allowed
       administrative expense claim, on account of its $3,597,559
       Asserted Reclamation Claim, which will be paid in
       accordance with any Chapter 11 plan confirmed in these
       cases or other Court order.  Iron Ore's request for
       Allowance and Payment of Administrative Expense Claim,
       dated July 17, 2003, is withdrawn;

   (d) Calumet Distribution Group, Inc. is granted an
       administrative expense claim on account of its $130,210    
       Asserted Reclamation Claim and Calumet Distribution's
       request for Allowance and Payment of Reclamation Claim as
       an Administrative Claim, dated June 9, 2003, is withdrawn;

   (e) In the event of any inconsistencies between these
       provisions and the Stipulation and Order by and between
       ASGCO Manufacturing, Inc. and the Debtors Settling
       Reclamation Claim, entered by the Court on July 22, 2003,
       the ASGCO Stipulation and Order will govern; and

   (f) Ellwood Engineered Castings Co. is granted a $17,215 Valid
       Reclamation Claim, and an $182,903 allowed general
       unsecured claim.  Any other claim filed by Ellwood on   
       account of its Asserted Reclamation Claim is disallowed
       and expunged.

The Court adjourns the hearing on the Debtors' Objections to the
claims filed by Midwest Instrument Company, Inc. Minco Group and
Reference Metals Company, Inc., and 10 other Claimants.

The 10 Claimants are:

   -- Affival Inc.,
   -- Chemalloy Company, Inc.,
   -- ESM Group Inc.,
   -- Houghton International, Inc.,
   -- Koontz-Wagner Electric Company, Inc.,
   -- Minerais U.S. LLC,
   -- Paulson Oil Company,
   -- Stauffer Glove & Safety Stauffer Manufacturing Company
      Stollberg, Inc., and
   -- Vulcan Materials Company.
(Bethlehem Bankruptcy News, Issue No. 42; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

BOOTS & COOTS: Sets Oct. 2 as Effective Date for Reverse Split
Boots & Coots International Well Control, Inc. (Amex: WEL),
announced that its Board of Directors has designated 12:01 a.m. on
October 2, 2003, as the effective time for the one-for-four
reverse stock split of all outstanding shares of Boots & Coots
common stock, par value $.00001 per share.  

The reverse split was approved by a majority of stockholder votes
at the Annual Meeting of Stockholders on August 19, 2003.  
Following the reverse stock split, Boots & Coots will have
125 million shares of common stock authorized and approximately
26.5 million shares of common stock issued and outstanding.  On a
fully diluted basis, the Company will have approximately 33
million shares of common stock outstanding. The common stock will
begin trading on a split-adjusted basis once trading commences on
October 2, 2003.

As a result of the reverse stock split, each Boots & Coots
stockholder will receive one new share of common stock in exchange
for every four old shares.  Stockholders who hold their shares in
brokerage accounts or "street name" will not be required to take
any action to effect the exchange of their shares.  Stockholders
of record who hold share certificates will receive a letter of
transmittal requesting that they surrender their old stock
certificates for new stock certificates reflecting the adjusted
number of shares as a result of the reverse stock split.  American
Stock Transfer & Trust Company, Boots & Coots' transfer agent,
will act as the exchange agent for purposes of implementing the
exchange of stock certificates.

Boots & Coots International Well Control, Inc., Houston, Texas, is
a global emergency response company that specializes, through its
Well Control unit, as an integrated, full-service, emergency-
response company with the in-house ability to provide its expanded
full-service prevention and response capabilities to the global
needs of the oil and gas and petrochemical industries, including,
but not limited to, oil and gas well blowouts and well fires, as
well as providing a complete menu of non-critical well control
services.  Additionally, Boots & Coots' WELLSURE(R) program offers
oil and gas exploration and production companies, through retail
insurance brokers, a combination of traditional well control and
blowout insurance with post-event response, as well as
preventative services.

                         *     *     *

As reported in Troubled Company Reporter's July 4, 2003 edition,
Boots & Coots International concluded negotiations with Prudential
Insurance Company of America to restructure its obligations that
will cure its current loan defaults. As previously disclosed, the
Company has been in default under its subordinated note agreement
with Prudential since March 31, 2002.

As part of the agreement, Boots & Coots agreed to issue
approximately $2.4 million of new subordinated notes to Prudential
representing past due interest, with the option through
December 31, 2003, to pay in kind the interest on the subordinated
notes accruing through that period. The Company further agreed to
accelerate the optional conversion date for approximately 33% of
the Company's outstanding Series E Preferred Stock, all of which
are held by Prudential, to January 1, 2004, from the original
optional conversion date of December 27, 2005.

In exchange, Prudential agreed to waive the Company's past
covenant defaults that required it to maintain certain debt to
earnings ratios, and to waive compliance with all such covenants
through December 31, 2003. Prudential also agreed to defer the
requirement that the Company pay cash dividends on its Series E
and G preferred stock until March 31, 2004.

As a result of this debt restructuring initiative, the Company is
now current in its debt obligations to Prudential and is in full
compliance with all loan covenants related to Prudential.

BUDGET GROUP: UK Administrator Wants to Depose Cendant Officers
In connection with the efforts to resolve the issues on the
allocation of sale proceeds between the U.S. Budget Group Debtors
and BRACII, Simon Freakley and Gurpal Singh Johal, as
Administrators of BRAC Rent-A-Car International, Inc.'s insolvency
proceedings in the High Court of Justice, Chancery Division, in
London, England, advise Judge Walrath that they intend to depose
by oral examination Cendant Corporation officers, directors,
managing agents beginning September 26, 2003 at the offices of
Richards, Layton & Finger, P.A. at One Rodney Square in
Wilmington, Delaware.

Cendant is required to produce these documents:

   A. 1965 Trademark License Agreement

       1. Documents relating to the 1965 Trademark License
          Agreement between BRACC and BRACII;

       2. Documents relating to the acquisition by Cendant of
          intellectual property, license or other legal rights in    
          the trademarks, brand names, brands or franchises used
          by BRACC or BRACII in their businesses;

       3. Documents relating to BRACII's compliance, non-
          compliance or default under the 1965 Trademark License

       4. Documents relating to the ownership of or rights to use
          the "Budget", "Budget Rent-A-Car" or other brands and
          trademarks used by BRACC or BRACII, anywhere in the
          world; and

       5. All documents relating to the authority of BRACC, or
          BRACII to terminate the 1965 Trademark License

   B. 2002 Trademark License Agreement

       1. Documents relating to the negotiation and operation of
          the 2002 Trademark License Agreement;

       2. All drafts of the 2002 Trademark License Agreement;

       3. All drafts and related documents pertaining to any
          sublicense permitted pursuant to the 2002 Trademark
          License Agreement;

       4. All documents relating to any agreement or amendment,
          or proposed agreement or amendment, between BRACC and
          any sublicensee, as required, defined and described the
          2002 Trademark License Agreement;

       5. All documents relating to any legal issue arising or
          potentially arising in connection with BRACC's entry
          into the 2002 Trademark License Agreement, including
          but not limited to BRACC's authority to enter into the
          2002 Trademark License Agreement, and any claims or
          potential claims BRACII might have; and

       6. All documents relating to or constituting
          communications with BRACII, or BRACC, relating to the
          2002 Trademark License Agreement.

   C. Cendant Acquisition

       1. Documents relating to, or otherwise evidencing
          negotiations with BRACC, BRACII or Budget Group, Inc,
          concerning termination of the 1965 Trademark License

       2. Documents reflecting or evidencing any negotiations
          concerning any potential sale of assets of BRACC,
          BRACII, or any other Budget Group, Inc, subsidiary or
          affiliate to Cendant or any other entity;

       3. All drafts of the ASPA;

       4. Documents relating to the ASPA, including but not
          limited to documents reflecting the negotiation and
          drafting of the ASPA;

       5. Documents concerning the "Retained Business" that was
          excluded from the Cendant acquisition;

       6. Documents relating to BRACC's corporate authority to
          enter into the Cendant acquisition, and to terminate
          the 1965 Trademark License Agreement;

       7. Documents relating to negotiations or discussions
          regarding what businesses would comprise the "Retained
          Business" to be excluded from the Cendant acquisition;

       8. Documents relating to the matter of whether the 2002
          Trademark License Agreement allowed BRACC to continue
          to license to BRACII the Budget trademark for use in
          the EMEA;

       9. Documents relating to the terms, financial and non-
          financial, of any sublicense by BRACC to BRACII of the
          Budget trademark, under the 2002 Trademark License
          Agreement or otherwise;

      10. Documents regarding the subject of BRACII's continuing
          right, if any, to use the Budget trademark following
          the Cendant acquisition; and

      11. Documents concerning any services performed by BRACC or
          any of its non-BRACII affiliates for the benefit of
          BRACII or its subsidiaries after the closing of the
          Cendant sale.

   D. Intercompany Claims

       1. Documents concerning all intercompany transactions,
          including the advancement of money, between BRACC and
          BRACII since January 1, 2000;

       2. Documents concerning the treatment on BRACC's books and
          records of any intercompany receivables due from BRACII
          since January 1, 2000; and

       3. Documents concerning the treatment on BRACII's books
          and records of any intercompany obligations due to
          BRACC since January 1, 2000.

   E. General Financial Information

       1. Valuations, including drafts thereof, concerning all
          any asset or part of BRACC, including:

          a. Quarterly and annual financial statements of BRACC
             from January 1, 2000 to the present;

          b. Annual reports prepared for BRACC from January 1,
             2000 to the present;

          c. All opinions, letters, reports, studies, analyses,
             or documents which refer or relate to BRACC, the
             value of BRACC or, any of its assets, parts or
             securities; and

          d. Any investigation, study and analysis requested,
             conducted, reviewed or received with regard to any
             aspect of BRACC's value, ownership, control,
             management or capital structure.

       2. Valuations, including drafts, concerning BRACII,

          a. All opinions, letters, reports, studies, analyses,
             or documents, which refer or relate to BRACII, the
             value of BRACII or any of its assets, parts or

          b. Any investigation, study and analysis requested,
             conducted, reviewed or received by you with regard
             to any aspect of the value, ownership, control,
             management or capital structure of BRACII;

       3. Documents, including correspondence, e-mails, drafts
          and handwritten notes concerning BRACII's and BRACC's
          financial contribution and, proportional value to BGI
          and its affiliates;

       4. Valuations, including drafts thereof, of the trade name
          and trademark "Budget" and similar names and marks,
          including, but not limited to valuations of:

          a. the worldwide market;

          b. the United States, Canada and Puerto Rico;

          c. EMEA; and

          d. any other country or geographic market.

       5. Any and all financial information relating to BRACC at
          any time from January 1, 2000 through the present,
          including, but not limited to statements of profit and
          loss, cash flow, balance sheets, and all other
          financial information relating to the financial
          condition or operations of BRACC or BRACII in each and
          every territory in which any of those companies or
          their subsidiaries operate, whether created by BRACC or
          delivered to BRACC from any other source;

       6. Documents sufficient to identify each franchise
          relationship maintained by BRACC at any time from
          January 1, 2000 through the present, including, without
          limitation, each and every franchise agreement between
          BRACC, any subsidiary of BRACC, other than BRACII, and
          any franchiser;

       7. All documents showing reports of revenue or earnings
          generated by any franchisee of BRACC or subsidiary of
          BRACC, other than BRACII; and

       8. All documents relating in any way to the value of any
          franchise of BRACC or subsidiary of BRACC, other than    
          BRACII. (Budget Group Bankruptcy News, Issue No. 26;
          Bankruptcy Creditors' Service, Inc., 609/392-0900)    

CABLETEL: Gets Consent to Make Reduced Payments on Senior Note
Cabletel Communications Corp. (AMEX: TTV; TSE: TTV), the leading
distributor of broadband equipment to the Canadian television and
telecommunications industries, is progressing with its
negotiations regarding the restructuring of the payment terms of
its US $2.2 million senior subordinated promissory note issued to
one of its major suppliers. As a result, it has obtained the
consent of the payee to make reduced payments on the note through
September 30, 2003 while negotiations are continuing.

Ron Eilath, Chief Financial Officer of Cabletel, stated,
"Negotiations with the holder of the note and our senior lenders
have been positive and, although no assurances can be given that a
successful restructuring will be agreed upon, we are encouraged by
the progress we have made and are hopeful that a restructuring of
the note will be completed shortly."

Cabletel Communications offers a wide variety of products to the
Canadian television and telecommunications industries required to
construct, build, maintain and upgrade systems. The Company's
engineering division offers technical advice and integration
support to customers. Stirling Connectors, Cabletel's
manufacturing division supplies national and international clients
with proprietary products for deployment in cable, DBS and other
wireless distribution systems. More information about Cabletel can
be found at  

                            *     *     *

               Financial Liquidity, Capital Resources
                    and Bank Facility Covenants

Historically the Company has funded its operations through working
capital. At June 30, 2003, the Company's current assets exceeded
its current liabilities by $996,918. However, during the three and
six months ended June 30, 2003, the liquidation of inventory
slowed from prior experience, primarily as a result of the
slowdown in the industry. As a result the Company has been slower
than usual in meeting vendor payment terms. Should this trend
continue it may present a long-term liquidity concern for the

On May 16, 2002, Cabletel entered into a Revolving Credit Facility
Agreement with LaSalle Business Credit, a division of ABN AMBRO
BANK N.V., Canada Branch for a three year committed fifteen
million Canadian dollars (CAD$15,000,000), or its United States
dollar equivalent.

The facility contains certain customary covenants. As of June 30,
2003, as a result of a variation from the required minimum
adjusted net worth, interest coverage ratio and debt service
ratio, the Company had a technical violation of the applicable
covenants. The Company is working with its lender to resolve the
matter and expects to receive either a waiver or amendment to the
agreement shortly. There can be no assurance that the Company will
be successful in obtaining either a waiver or amendment. In the
event that the Company is unable to obtain such waiver or
amendment it could adversely affect the Company.

As of November 1, 2002, the Company began consolidating the
results of Allied, as a result of the Company's ability to convert
it's convertible debenture into 100% ownership of all issued and
outstanding common shares of Allied for a nominal consideration.
Subsequently, on May 9, 2003, Cabletel exercised its option and
acquired all the outstanding shares of Allied. Allied is currently
in negotiations with its senior bank lender with regards to an
extension of its senior bank facility beyond its current maturity
date. If Allied is unable to obtain such an extension, this could
adversely affect the consolidated results of the Company as the
Company would be required to write off its investment and
receivables due from goods sold in the ordinary course of business
amounting to approximately $250,000.

In connection with its restructuring plan, the Company announced
that it is in the process of seeking to renegotiate the payment
terms of its US $2.2 million senior subordinated promissory note
issued to one of its major suppliers. As a result, it has obtained
the consent of the payee to pay half of each of the full US
$120,000 installments due under the note on each of May 31, June
30 and July 31, 2003. The promissory note, which was issued in May
2002 as part of the conversion of US $2.2 million in outstanding
payables owed by the Company to a major supplier, bears interest
at the rate of 12% per annum and called for repayment in monthly
installments of US $60,000 through April 2003 and US $120,000
thereafter through April 30, 2004. Because of the continued
weakness in the Canadian television and telecommunication
industries, the Company has been in discussions with the payee of
the note regarding a restructuring which would reduce the monthly
payments below the required US $120,000.

Although discussions with the payee have commenced, to date the
Company and the payee have not agreed upon the terms of a
restructuring. Unless an agreement is reached by September 15,
2003, the Company will be required to pay the full US $120,000
installment due on August 31, 2003, plus the amount of the
Company's total underpayment of US $180,000 with respect to the
May 31, June 30 and July 31, 2003 installments. Unless an
agreement is reached, the Company does not expect to be in a
position to make those payments. If the Company is unable or
otherwise fails to make those payments in full it would constitute
a default of the terms of the note, which is unsecured and
subordinated to the rights of the senior bank lenders under the
Company's senior credit facility. The Company has been
coordinating its efforts to renegotiate the terms of the note with
its senior bank lenders, who have been supportive of the Company
in that regard. While the Company expects that it can conclude a
renegotiation of the payment terms of note on terms mutually
satisfactory to the Company, the payee and the bank, no assurances
can be given that such agreement can be reached. If no agreement
is reached, the Company may not be in a position to make all of
the required payments, an event that could permit the payee to
call an event of default under the note and have a material
adverse impact on the Company and its business.

CENTENNIAL COMMUNICATIONS: Withdraws Public Equity Offering
Centennial Communications Corp. (NASDAQ: CYCL) has withdrawn its
previously announced public offering of common stock.

"We appreciate the significant interest shown by the investment
community in the Centennial story," said Michael J. Small, chief
executive officer of Centennial. "However, our valuation
requirements were not met by the market at this time. I believe
our approximately $300 million of available liquidity and record
fiscal 1st quarter results provide us with a solid financial
foundation for profitable growth during fiscal 2004 and beyond."

Centennial (S&P, B- Corporate Credit Rating, Negative) is one of
the largest independent wireless telecommunications service
providers in the United States and the Caribbean with
approximately 17.1 million Net Pops and approximately 929,700
wireless subscribers. Centennial's U.S. operations have
approximately 6.0 million Net Pops in small cities and rural
areas. Centennial's Caribbean integrated communications operation
owns and operates wireless licenses for approximately 11.1 million
Net Pops in Puerto Rico, the Dominican Republic and the U.S.
Virgin Islands, and provides voice, data, video and Internet
services on broadband networks in the region. Welsh, Carson
Anderson & Stowe and an affiliate of the Blackstone Group are
controlling shareholders of Centennial. For more information
regarding Centennial, visit its Web sites at and

CONE MILLS CORP: Files for Chapter 11 Reorganization in Delaware
Cone Mills Corporation, the world's leading denim producer, has
filed a voluntary petition for relief under Chapter 11 with the U.
S. Bankruptcy Court in Delaware.  

The Company also announced that it has accepted a letter of intent
from WL Ross & Co. to purchase substantially all of the assets of
the Company. The $90 million transaction, including cash and
assumed loans and liabilities, has been approved by the Company's
Board.  The proposed sale will enable Cone Mills to strengthen its
leadership in denim and improve its ability to compete in the
global textile marketplace.

The proposed sale to WL Ross & Co., which is subject to Bankruptcy
Court approval and higher and better offers, is expected to be
consummated pursuant to section 363 of Chapter 11 of the U.S.
Bankruptcy Code.  The Company expects to complete the transaction
within 90 days.

Cone Mills expects to maintain a significant U.S. employee base,
including a substantial number of manufacturing jobs.  Cone Mills
headquarters will remain in Greensboro, N.C.

              Company Will Conduct Business as Usual

Cone Mills has arranged for $35 million in post-petition financing
from GE Capital, which will be used to fund operations prior to
the completion of the transaction.  Throughout this period, Cone
Mills will conduct business as usual, with no interruptions in its
operations or delays in meeting commitments to its customers.  The
Company intends to meet its post-petition obligations to vendors,
employees and others in the normal course of business.

   Best Available Option For Customers, Employees And Communities

John L. Bakane, Chief Executive Officer of Cone Mills, said "This
transaction is the best available option for the Company's
customers, employees and communities.  WL Ross is a well-financed
strategic buyer with the means and incentive to strengthen our
business.  By joining forces with WL Ross & Co., we will be much
better positioned to meet the enormous challenge of low-cost
imports while remaining an important employer in the textile

Mr. Bakane added, "The U.S. textile industry remains under intense
pressure from a flood of Asian imports. Unfortunately, the size
and scope of this challenge shows no sign of diminishing, since
appeals to Washington from textile industry leaders seem to have
fallen on deaf ears, with U.S. trade policies continuing to
unfairly favor these overseas competitors."

Founded in 1891, Cone Mills Corporation, headquartered in
Greensboro, NC, is the world's largest producer of denim fabrics
and one of the largest commission printers of home furnishings
fabrics in North America. Manufacturing facilities are located in
North Carolina and South Carolina, with a joint venture plant in
Coahuila Mexico.

CONE MILLS CORP: Case Summary & 25 Largest Unsecured Creditors
Lead Debtor: Cone Mills Corporation
             804 Green Valley Road
             Suite 300
             Greensboro, North Carolina 27408

Bankruptcy Case No.: 03-12944

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        CIPCO S.C., Inc.                           03-12943
        Cone Mills Corporation                     03-12944
        Cone Foreign Trading LLC                   03-12945
        Cornwallis Development Co.                 03-12946

Type of Business: Cone Mills Corp. is one of the leading denim
                  manufacturers in North America. The Debtor also
                  produces fabrics and operates a commission
                  finishing business. See the company's Web site

Chapter 11 Petition Date: September 24, 2003

Court: District of Delaware

Debtors' Counsel: Pauline K. Morgan, Esq.
                  Young, Conaway, Stargatt & Taylor
                  1000 West Street, 17th Floor,
                  PO Box 391
                  Wilmington, DE 19899-0391
                  Tel: 302 571-6600
                  Fax: 302-571-1253

Total Assets: $318,262,000

Total Debts: $224,809,000

Debtors' 25 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
Bank of New York, as        Bonds                 $100,000,000    
Successor to Wachovia
Bank of North Carolina,
As indenture trustee
Attn: Dorothy Miller,
VP, Corp. Trust Division
Fax: 212-815-5707
101 Barclay Street, 8W
New York, NY 10286

WL Ross & Co., LLC          Bank                   $26,960,000
Attn: Pamela Wilson,
Fax: 212-317-4091
Manhattan Tower
New York, NY 10022

Bank of America, NA         Bank                   $16,850,000         
Attn: John Register,
Tel: 704-386-5390
North Tyson Street
Charlotte, NC 28255

JP Morgan/Chase Bank        Bank                    $6,700,000
Attn: Roger A. Odell,
Managing Director
Tel: 212-270-0506
380 Madison Avenue
New York, NY 10017

SunTrust Bank               Bank                    $3,400,000         
Attn: Samuel Ballesteros      
Tel: 615-748-4736
Mailcode NA 1982
PO Box 305110
Nashville, TN 37230

Prudential Capital Group    Bank                   $20,800,000
Attn: Stephen J. Collins,
Sr. Associate
Tel: 312-540-4222
1880 North Stetson,
Suite 5600
Chicago, IL 60601-6716

Parkdale Mills              Trade/Contract          $4,500,000
Charlie Dickinson, VP Sales
Tel: 800-331-1843
PO Drawer 1787
Gastonia, NC 28053
Duke Energy Corp.           Trade                   $1,100,000
Attn: Chris Meeks,
Service Manager       
Tel: 336-634-4614
PO Box 1006
Charlotte, NC 28201-1006

Spectrum Textured Yarns,    Trade                     $600,000    
Attn: Annabeth Leitch,
Sales Manager
Tel: 800-831-5343
PO Box 1308
Hickory, NC 28603

WB Dunavant & Co.            Trade                    $375,000
Attn: John Dunavant
Attn: 901-369-1500
PO Box 443
Memphis, TN 38101

Seydel-Wooley & Co. Inc.    Trade                     $260,000
Attn: Elton Bahnson, VP
Tel: 800-433-2821
PO Box 169
Pendergrass, GA 30567

Hoenberg/Cargill            Trade                     $275,000
Attn: Wendell Cruise
Tel: 901-927-4500
7101 Goodlett Farms Parkway
Cordova, IN 38016

Brenntag Southeast, Inc.    Trade                     $250,000
Attn: Jimmy Blankner,
Sales Manager
Tel: 800-849-7000
PO Box 20725
Greensboro, NC 28205

Clariant Corporation        Trade                     $220,000

Sunstates Maintenance       Trade                     $215,000

Harriet & Henderson         Trade                     $168,000

ECOM USA, Inc.              Trade                     $162,000

Texas Commerce Bank         Trade                     $160,000

Nextec Applications         Trade                     $145,000

Piedmont Chemical Ind.      Trade                     $144,000

Tuscorota Yarns, Inc.       Trade                     $144,000

Kentucky Cumberland Coal    Trade                     $131,000

SCE& G                      Trade                     $125,000

Kennetex Inc.               Trade                     $120,000

PSNC Energy                 Trade                     $105,000

CONSOL ENERGY: Closes 11-Mill. Shares Sale via Private Placement
CONSOL Energy Inc. (NYSE: CNX), a leading producer of high-Btu
bituminous coal and of coalbed methane gas, has closed on its
previously announced sale of 11.0 million primary shares of its
common stock in a private placement sale. Concurrently, RWE of
Essen, Germany, CONSOL Energy's largest shareholder, has closed on
the sale of 14.1 million shares of its CONSOL Energy common stock.

All shares sold at $17.82 per share. Net proceeds from the primary
offering of approximately $190 million will be used to satisfy the
financial assurance requirements of environmental reclamation and
self-insurance employee benefits under various state and federal
laws. As a result of the sale of the primary shares, CONSOL Energy
has 89.8 million shares of common stock outstanding. As a result
of the sale of its shares, RWE holds 43.9 million remaining shares
of CONSOL Energy common stock, or 48.9% of total common shares

The shares of common stock offered have not been registered under
the Securities Act of 1933 and may not be offered in the United
States absent registration or an applicable exemption from
registration requirements.

CONSOL Energy Inc. (S&P, BB+/B Corporate Credit Rating, Stable) is
the largest producer of high-Btu bituminous coal in the United
States, and the largest exporter of U.S. coal. CONSOL Energy has
20 bituminous coal mining complexes in seven states and in
Australia.  In addition, the company is one of the largest U.S.
producers of coalbed methane, with daily gas production of
approximately 135 million cubic feet. The company also produces
electricity from coalbed methane at a joint-venture generating
facility in Virginia. CONSOL Energy has annual revenues of $2.2
billion. It received a U.S. Environmental Protection Agency 2002
Climate Protection Award, and received the U.S. Department of the
Interior's Office of Surface Mining 2002 National Award for
Excellence in Surface Mining for the company's
innovative reclamation practices in southern Illinois. Additional
information about the company can be found at its Web site:

COVANTA ENERGY: Reports Exit Financing Under Reorganization Plan
The Covanta Energy Debtors' Reorganization Plan provides for Exit
Financing to be entered into on the Effective Date among the Exit
Financing Borrowers and the Persons identified as lenders,
consisting of the Reinstated L/C Facility, the New Revolver
Facility, the New L/C Facility, the New CPIH Funded Debt, the New
CPIH Revolver Facility and the New Yield Indenture.

                       Domestic Facilities

Upon emergence from the Chapter 11 Cases, the Reorganizing
Debtors, other than those identified as CPIH Borrowers and those
Reorganizing Debtors that are subject to existing contractual
restrictions prohibiting a transition -- the Domestic Borrowers
-- expect to enter into a new credit facility with certain of the
Prepetition Lenders, Additional New Lenders and potentially third
party banks and financial institutions acceptable to the Agents
of the bank group, of up to $127,000,000, which will consist of:

   (a) a revolving credit line of $40,000,000 consisting of
       commitments solely for cash borrowings -- the New Revolver
       Facility -- and

   (b) a revolving credit line of $87,000,000, consisting of
       commitments solely for the issuance of letters of credit
       to support obligations to be identified, including
       commitments for the continuation of, or the issuance of
       replacement letters of credit to replace, extend or
       continue, all outstanding Tranche A letters of credit
       under the DIP Financing Facility -- the New L/C Facility.

In addition, the Domestic Borrowers expect to enter into a
revolving credit line of approximately $176,000,000 with their
Prepetition Lenders, consisting of commitments solely for the
continuation of, or the issuance of replacement letters of credit
to replace, extend or continue, outstanding Tranche B letters of
credit under the DIP Financing Facility -- the Existing L/C

The Domestic Facilities will be guaranteed by the CPIH Borrowers
on a joint and several basis.  The New Revolver Facility will be
used to finance the Domestic Borrowers' working capital needs and
other general corporate purposes.  The Existing L/C Facility will
be issued solely to replace, extend or continue existing letters
of credit.

The New Revolver Facility, the New L/C Facility and the Domestic
Borrower Guaranty will be secured by a first priority perfected
lien on all existing and future personal, mixed and real property
of the Domestic Borrowers, subject to existing contractual
restrictions, valid, enforceable and perfected third party liens
on project assets and certain other permitted liens.  They will
constitute senior obligations of the Domestic Borrowers and rank
pari passu with each other and the Domestic Borrower Guaranty.  
The Existing L/C Facility will be secured by a lien on the
collateral junior and subordinate only to the liens in favor of
the New Revolver Facility, New L/C Facility and Domestic Borrower

                         CPIH Facilities

Upon emerging from bankruptcy, Covanta Power International
Holdings Inc. and each of its subsidiaries holding the assets and
operations of the international independent power project
business expect to enter into a new credit facility with certain
members of the Company's prepetition bank group and the
Additional New Lenders, of up to $90,000,000, which will consist

   (a) a revolving credit line of up to $10,000,000, consisting
       solely of cash borrowings -- the CPIH Revolver Facility --

   (b) funded debt of $80,000,000 representing a like amount of
       prepetition funded secured loans -- the CPIH Term Loan

The CPIH Revolver Facility will be guaranteed by the Domestic
Borrowers on a joint and several basis.  The CPIH Revolver
Facility will be used to finance the CPIH Borrowers' working
capital needs and other general corporate purposes.  The CPIH
Term Loan Facility will be used to replace pre-existing secured
debt of Covanta.

The CPIH Revolver Facility and the CPIH Borrower Guaranty will be
secured by first priority perfected liens on all existing and
future personal, mixed and real property of the CPIH Borrowers,
subject to existing contractual restrictions, valid, enforceable
and perfected third party liens on the project assets and certain
other permitted liens.

The obligations under the CPIH Revolver Facility and the CPIH
Borrower Guaranty will constitute senior secured obligations of
the CPIH Borrowers and will rank pari passu with each other.  The
CPIH Term Loan Facility will have a lien on the collateral junior
and subordinate only to the liens in favor of the CPIH Revolver
Facility and the CPIH Borrower Guaranty.

Documents evidencing the Domestic Facilities and the CPIH
Facilities, will be filed by the Debtors with the Court as part
of the Plan Supplement no later than five days prior to the last
day for voting with respect to the Reorganization Plan.  (Covanta
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    

DATA TRANSMISSION: Files for Prepack. Chapter 11 Reorg. in SDNY
Data Transmission Network Corporation, a privately held
information services company, has reached a definitive agreement
with its secured lenders on a restructuring plan that will
significantly reduce the company's outstanding debt and provide it
with greater financial flexibility. Under this plan, all of the
company's business units will continue normal operations, provide
all current customer services without interruption, and meet all
obligations to vendors and employees in full.

Data Transmission Network Corporation remains a highly profitable
business on an operating basis, achieving more than $45 million of
EBITDA (Earnings Before Interest, Taxes, Depreciation and
Amortization), a common financial measure of cash flow, in each of
the last three fiscal years. The company expects to achieve this
level of performance for fiscal 2003 as well. However, in reaction
to the soft economic environment over the last several years and
other challenges, the company proactively engaged in extensive
discussions with its lenders about opportunities to significantly
reduce its debt obligations and recapitalize the business at a
level consistent with its current growth expectations. The
resulting agreement increases the company's financial flexibility
and liquidity and provides a strong foundation to support future
business growth.

In order to implement this financial restructuring, Data
Transmission Network Corporation today filed a "prepackaged" Plan
of Reorganization in the U.S. Bankruptcy Court for the Southern
District of New York that provides for a consensual restructuring
of its balance sheet. In addition, the Company and certain related
subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code for
the purpose of seeking prompt court approval of the Plan of

Because Data Transmission Network Corporation has already received
all of the necessary approvals from its creditors for the proposed
Plan of Reorganization, it has requested that the Court confirm
the Plan within 30 days. The agreement calls for the company to
emerge from the reorganization process on or about October 31,
2003. In the meantime, the company fully expects that its business
units will continue to operate in the ordinary course, vendors
will be paid in full for all goods and services provided to the
company both before and after the filing, and there will be no
change in data transmission services or customer support.

Under the terms of the proposed Plan of Reorganization, Data
Transmission Network Corporation's current secured lenders will
receive either cash or a combination of cash, notes and equity
upon consummation of the Plan. The Plan also provides that, to the
extent not previously satisfied or otherwise addressed in the
plan, general unsecured claims against the debtor companies will
be reinstated, paid in full in accordance with their respective
terms or otherwise rendered unimpaired.

Data Transmission Network Corporation is a leading business-to-
business information services and electronic communications
company. With approximately 125,000 subscribers located primarily
throughout the United States, the company's business units serve
business and professional users in specific markets that have a
critical business need for the data they provide, including
agriculture, commodities trading, refined fuels, aviation and
public safety.

Additional information about Data Transmission Network
Corporation's prepackaged reorganization is available at the
following Web site:  

Individuals requiring further assistance should call the company
at (888) 222-1466 during normal business hours (Central Time).

DATA TRANSMISSION NETWORK: Case Summary & 17 Unsecured Creditors
Lead Debtor: Data Transmission Network Corporation
             9110 W. Dodge Road
             Suite 200
             Omaha, Nebraska 68114

Bankruptcy Case No.: 03-16051

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        DTN Market Access, LLC                     03-16050
        DTN Information Services, LLC              03-16052
        DTN Corporation                            03-16053
        Financial Information Management, Inc.     03-16054
        DTN Ag Holding, LLC                        03-16055
        DTN Diversified Services, LLC              03-16056
        DTN Ag Ventures, LLC                       03-16062
        DTN Holding LLC                            03-16066
        Meteorlogix, LLC                           03-16067
        DTN Energy Services, LLC                   03-16068
        DTNnergy "X", LLC                          03-16069
        DTN Tradelink Services, LLC                03-16070
        VS&A-DTN, LLC                              03-16071
        DTN, LLC                           03-16072
        DTN Ag Business Services (ABS), LLC        03-16073
        DTN Electronic Futures Trading, LLC        03-16074
        Kavouras, Inc.                             03-16075

Type of Business: Data Transmission Network delivers targeted
                  time-sensitive information via a comprehensive
                  communications system, including: Internet,
                  Satellite, leased lines and other technologies.

Chapter 11 Petition Date: September 25, 2003

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Debtors' Counsel: Jeffrey D. Saferstein, Esq.
                  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                  1285 Avenue of the Americas
                  New York, NY 10019
                  Tel: (212) 373-3347
                  Fax: (212) 373-2053

Estimated Assets: More than $100 Million

Estimated Debts: $50 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
LAFP-SF, Inc.                                       $1,040,864   
Dept. 1086
Denver, CO 80256-1086

United Parcel Service                                 $614,896
Lockbox 577
Carol Stream, IL 60132-0577

Harry A. Koch Co.                                     $585,238
PO box 3875
Omaha, NE 68103-0875

Dell Receivables LP                                   $527,016
PO box 120001
Dallas, TX 75312-0729

Reuter's America                                      $402,166
GPO Box 10410
Newark, NJ 07193-0410

SpaceCom Systems Inc.                                 $366,215
One Technology Plaza
Tulsa, OK 74136-5422

Microspace Commms                                     $346,091
3100 Highwoods
Raleigh, NC 27604

MarketLink Inc.                                       $336,990
4305 Fleur Drive
Des Moines, IA 50321

AT&T                                                  $297,909
PO Box 277019
Atlanta, GA 30384-7019

Sprint                                                $263,143
PO Box 79255
City of Industry, CA 91716-9255

Channel Master LLC                                    $218,573

Ag Resource Co.                                       $195,546

United Communications Group                           $159,648

Press Association                                     $155,859

AT&T                                                  $155,253

Hamilton Telecommunications                           $148,038

Deloitte & Touche                                     $144,385

ECHO SPRINGS: Mississauga Workers Vote for Union Certification
Echo Springs Water Corp. (EWC - TSX VENTURE EXCHANGE) announced
that the production, sanitation, maintenance and shipping
employees working at or out of the Corporation's bottling facility
at 191 Superior Blvd., Mississauga, Ontario, have voted in favour
of union certification to be represented by the Milk and Bread
Drivers, Dairy Employees, Caterers and Allied Employees, Local
Union No. 647.

The Corporation is continuing the process of restructuring its
operations under court ordered protection from creditors claims
pursuant to the Companies' Creditors Arrangement Act (Canada).

Echo Springs Water Corp. bottles, markets and distributes natural
spring water in Canada and the United States, under its brands
Echo Springs and Canada's Choice and also private label brands.
The Corporation is a member of the International Bottled Water
Association and the Canadian Bottled Water Association, and its
products meet the U.S. Food and Drug Administration standards.

EMMIS COMMS: Will Pay Convertible Preferred Share Dividend
Emmis Communications Corporation's (Nasdaq: EMMS) Board of
Directors declared a dividend for its 6.25% convertible preferred
stock (Nasdaq: EMMSP), with a record date of October 1, 2003, and
a payable date of October 15, 2003.

The per share dividend for the quarter is $.78125. One share of
Emmis preferred stock is convertible to 1.28 shares of Emmis Class
A Common Stock.

Emmis Communications (S&P, B- Corporate Credit Rating, Stable) is
an Indianapolis based diversified media firm with radio
broadcasting, television broadcasting and magazine publishing
operations. Emmis' 23 FM and 4 AM domestic radio stations serve
the nation's largest markets of New York, Los Angeles and Chicago
as well as Phoenix, St. Louis, Austin, Indianapolis and Terre
Haute, IN. In addition, Emmis owns two radio networks, three
international radio stations, 16 television stations, regional and
specialty magazines, and ancillary businesses in broadcast sales
and book publishing.

ENRON CORP: Claims Classification & Treatment Under Amended Plan
The Enron Debtors' Amended Plan, combining the complex
computerized matrix Stephen F. Cooper, Acting President, Acting
Chief Executive Officer and Chief Restructuring Officer of Enron
Corp. and his colleagues at Kroll Zolfo Cooper crafted with the
settlements and understandings hammered out in continued
negotiations with the various constituencies, classifies and
treats Allowed Claims and Equity Interests this way:

Class  Type of Claim   Estimate  Claim Treatment
-----  -------------   --------  ---------------
N/A   Administrative   100%     Payment in full, in cash
       Expense Claims
                                 Unimpaired; not entitled to

N/A   Priority Tax     100%     At the Debtors' option, either:
                                 (a) pay in full in cash,

                                 (b) paid over a six-year period
                                     from the date of assessment
                                     with interest at a rate to
                                     be determined by the Court,

                                 (c) as mutually agreed by the
                                     Claim holder and the

                                 Unimpaired; not entitled to

   1   Priority         100%     Payment in full, in cash
       Non-Tax Claims
                                 Unimpaired; not entitled to

   2   Secured Claims   100%     At the Debtors' option, either:

                                 (a) the payment in full, in

                                 (b) the sale or disposition
                                     proceeds of the property
                                     securing any Allowed
                                     Secured Claim to the extent
                                     of the value of their
                                     interests in the property;

                                 (c) the surrender to the Claim
                                     holder of the property
                                     securing the Claim; or

                                 (d) other distributions as
                                     will be necessary to
                                     satisfy the requirements of
                                     Bankruptcy Code.

                                 Unimpaired; not entitled to

       Unsecured Claims

   3   -- EMCC           33.3%   Distribution of:         
   4   -- ENE            16.6%    
   5   -- ENA            19.5%   (a) Pro Rata Share of the
   6   -- EPMI           22.5%        Distributive Assets  
   7   -- PBOG           75.5%        attributable to that      
   8   -- SSLC           11.4%        particular Debtor; and
   9   -- EBS            10.5%         
  10   -- EESO           13.9%   (b) Pro Rata Share of 12,000,000
  11   -- EEMC           22.5%        Litigation Trust Interest
  12   -- EESI           17.5%        and 12,000,000 Special
  13   -- EES            19.3%        Litigation Trust Interests.
  14   -- ETS            75.5%
  15   -- BAM             5.5%        Impaired; entitled to vote.
  16   -- ENA Asset      75.5%
  17   -- EGLI           12.9%
  18   -- EGM             5.5%
  19   -- ENW            16.5%
  20   -- EIM             5.5%
  21   -- OEC            14.3%
  22   -- EECC           17.6%
  23   -- EEOSC           5.5%
  24   -- Garden State    5.5%
  25   -- Palm Beach      5.5%
  26   -- TSI            13.3%
  27   -- EEIS           17.2%
  28   -- EESOMI         35.6%
  29   -- EFSI           11.8%
  30   -- EFM            25.0%
  31   -- EBS LP         10.1%
  32   -- EESNA          11.5%
  33   -- LNG Mktg.      75.5%
  34   -- Calypso        75.5%
  35   -- Global LNG     75.5%
  36   -- EIFM           75.5%
  37   -- ENGMC          23.6%
  38   -- ENA Upstream    7.0%
  39   -- ELFI           10.4%
  40   -- LNG Shipping   75.5%
  41   -- EPSC            7.8%
  42   -- ECTRIC         21.5%
  43   -- Communications 18.8%
  44   -- Wind           34.8%
  45   -- Wind Systems   48.3%
  46   -- EWESC          45.6%
  47   -- Wind            6.2%
  48   -- Wind           46.0%
  49   -- EREC I         48.3%
  50   -- EREC II        46.0%
  51   -- EREC III       45.6%
  52   -- EREC IV         6.2%
  53   -- EREC V         34.8%
  54   -- Intratex        5.5%
  55   -- EPPI            5.5%
  56   -- Methanol        5.5%
  57   -- Ventures       12.4%
  58   -- Enron           5.5%
  59   -- India Holdings  5.5%
  60   -- OPP            75.5%
  61   -- NETCO          75.5%
  62   -- EESSH           5.5%
  63   -- Wind Dev't.    72.1%
  64   -- ZWHC           75.2%
  65   -- Zond Pacific    5.5%
  66   -- ERAC           31.3%
  67   -- NEPCO           5.5%
  68   -- EPICC           5.5%
  69   -- NEPCO Power     5.5%
  70   -- NEPCO Services  5.5%
  71   -- San Juan Gas    5.5%
  72   -- EBF LLC        75.5%
  73   -- Zond           38.5%
  74   -- EFII           20.1%
  75   -- E Power        46.7%
  76   -- EFS-CMS         5.5%
  77   -- EMI             9.8%
  78   -- Expat Services 22.5%
  79   -- Artemis        18.3%
  80   -- CEMS           17.8%
  81   -- LINGTEC         9.9%
  82   -- EGSNVC          6.7%
  83   -- LGMC            7.9%
  84   -- LRC            12.7%
  85   -- LGMI           11.5%
  86   -- LRCI           13.1%
  87   -- ECG             5.5%
  88   -- EnRock Mngt.   75.5%
  89   -- ECI Texas      75.5%
  90   -- EnRock         73.9%
  91   -- ECI Nevada     10.1%
  92   -- Alligator       5.5%
  93   -- Enron Wind     14.3%
           Storm Lake I
  94   -- ECTMI          58.2%
  95   -- EnronOnline    16.9%
  96   -- St. Charles     5.5%
  97   -- Calcasieu       5.5%
  98   -- Calvert City    5.5%
  99   -- Enron ACS       8.0%
100   -- LOA             5.5%
101   -- ENIL           11.2%
102   -- EI              5.5%
103   -- EINT           11.9%
104   -- EMDE            7.7%
105   -- WarpSpeed       5.5%
106   -- Modulus        75.5%
107   -- ETI             6.4%
108   -- DSG             5.5%
109   -- RMTC           75.5%
110   -- Omicron         5.6%
111   -- EFS I           5.5%
112   -- EFS II          5.8%
113   -- EFS III        75.5%
114   -- EFS V          75.5%
115   -- EFS VI         75.5%
116   -- EFS VII         6.1%
117   -- EFS IX         75.5%
118   -- EFS X           5.9%
119   -- EFS XI          7.4%
120   -- EFS XII        14.3%
121   -- EFS XV          5.5%
122   -- EFS XVII       75.5%
123   -- Jovinole        5.5%
124   -- EFS Holdings   19.1%
125   -- EOS            21.4%
126   -- Green Power    75.5%
127   -- TLS            25.0%
128   -- ECT Securities 12.8%
129   -- ECT Securities  5.5%
130   -- ECT Securities  5.5%
131   -- KUCC Cleburne   5.5%
132   -- EIAM           75.5%
133   -- EBPHXI          5.5%
134   -- EHC            75.5%
135   -- EDM            75.5%
136   -- EIKH           75.5%
137   -- ECHVI           6.1%
138   -- EIAC           75.5%
139   -- EBPIXI          5.5%
140   -- Paulista        5.5%
141   -- EPCSC          65.1%
142   -- Pipeline       12.1%
143   -- ETPC           75.5%
144   -- ELSC           75.5%
145   -- EMMS           17.6%
146   -- ECFL           75.5%
147   -- EPGI           75.5%
148   -- Transwestern   75.5%
149   -- Enron          75.5%
150   -- EGP             5.6%
151   -- EAMR           16.1%
152   -- EBP I          32.8%
153   -- EBHL           18.7%
154   -- Enron Wind      5.5%
           Storm Lake II
155   -- EREC            7.4%
156   -- EA III         13.1%
157   -- EWLB           37.5%
158   -- SCC            14.5%
159   -- EFS IV         49.6%
160   -- EFS VIII       64.2%
161   -- EFS XIII       75.5%
162   -- ECI            75.5%
163   -- EPC            28.6%
164   -- Richmond        5.5%
165   -- ECTSVC         39.6%
166   -- EDF            19.6%
167   -- ACFI           10.5%
168   -- TPC            75.5%
169   -- APACHI         34.2%
170   -- EDC            18.4%
171   -- ETP            75.5%
172   -- NSH            37.3%
173   -- Enron South    26.8%
174   -- EGPP           46.0%
175   -- Cabazon        75.5%
176   -- Cabazon        75.5%
177   -- Enron          15.4%
178   -- Victory        75.5%
179   -- PGH            69.1%   Distributions of Pro Rata Share
180   -- PTC             0.0%   of the Portland Creditor Cash

181   Enron              0%     Distributions of:
       Debenture                 (a) Pro Rata Share of the
       Claims                        Distributive Assets
                                     attributable to ENE; and

                                 (b) Pro Rata Share of 12,000,000
                                     Litigation Trust Interest
                                     and 12,000,000 Special
                                     Litigation Trust Interests;
                                     Subject to subordination
                                     Rights of senior debts.

                                 Impaired; not entitled to vote.

182   Enron TOPRS       0%      Distribution of:
       Claims                    (a) Pro Rata Share of the
                                     Distributive Assets
                                     attributable to ENE; and

                                 (b) Pro Rata Share of 12,000,000
                                     Litigation Trust Interest
                                     and 12,000,000 Special
                                     Litigation Trust Interests;
                                     Subject to subordination
                                     Rights of senior debts.

                                 Impaired; not entitled to vote.

183   Enron Guaranty    13.9%   Distributions of Pro Rata Share
       Claims                    of the Enron Guaranty
                                 Distributive Assets.

                                 Impaired; entitled to vote.

184   Wind Guaranty     32.1%   Distributions of Pro Rata Share
       Claims                    of the Wind Guaranty
                                 Distributive Assets.

                                 Impaired; entitled to vote.

185   Intercompany    variable  Distributions of Pro Rata Share
       Claims                    of the Intercompany Guaranty
                                 Distributive Assets.

                                 Impaired; not entitled to vote.

       Convenience               Payment in cash of the amount
       Claims against:           of the Convenience Claim
186   -- EMC            30.0%   Distribution Percentage against
187   -- ENE            14.9%   the particular Debtor.
188   -- ENA            17.6%
189   -- EPMI           20.3%   Impaired; entitled to vote.
190   -- PBOG           67.9%
191   -- SSLC           10.2%
192   -- EBS             9.4%
193   -- EESO           12.5%
194   -- EEMC           20.2%
195   -- EESI           15.8%
196   -- EES            17.4%
197   -- ETS            67.9%
198   -- BAM             4.9%
199   -- ENA Asset      67.9%
200   -- EGLI           11.6%
201   -- EGM             4.9%
202   -- ENW            14.8%
203   -- EIM             4.9%
204   -- OEC            12.9%
205   -- EECC           15.9%
206   -- EEOSC           4.6%
207   -- Garden State    4.9%
208   -- Palm Beach      4.9%
209   -- TSI            12.0%
210   -- EESI           15.4%
211   -- EESOMI         32.0%
212   -- EFSI           10.6%
213   -- EFM            22.5%
214   -- EBS LP          9.0%
215   -- EESNA          10.4%
216   -- LNG Marketing  67.9%
217   -- Calypso        67.9%
218   -- Global LNG     67.9%
219   -- EIFM           67.9%
220   -- ENGMC          21.2%
221   -- ENA Upstream    6.3%
222   -- ELFI            9.4%
223   -- LNG Shipping   67.9%
224   -- EPSC            7.0%
225   -- ECTRIC         19.4%
226   -- Communications 16.9%
227   -- Wind           31.4%
228   -- Wind Systems   43.4%
229   -- EWESC          41.0%
230   -- Wind            5.6%
231   -- Wind           41.4%
232   -- EREC I         43.4%
233   -- EREC II        41.4%
234   -- EREC III       41.0%
235   -- EREC IV         5.6%
236   -- EREC V         31.4%
237   -- Intratex        4.9%
238   -- EPPI            4.9%
239   -- Methanol        4.9%
240   -- Ventures       11.2%
241   -- Enron           4.9%
242   -- India           4.9%
243   -- OPP            67.9%
244   -- NETCO          67.9%
245   -- EESSH           4.9%
246   -- Wind Dev't.    64.9%
247   -- ZWHC           67.7%
248   -- Zond Pacific    4.9%
249   -- ERAC           28.2%
250   -- NEPCO           4.9%
251   -- EPICC           4.9%
252   -- NEPCO Power     4.9%
253   -- NEPCO Serv.     4.9%
254   -- San Juan Gas    4.9%
255   -- EBF LLC        67.9%
256   -- Zond           334.6
257   -- EFII           18.1%
258   -- E Power        42.0%
259   -- EFS-CMS         4.9%
260   -- EMI             8.8%
261   -- Expat Serv.    20.2%
262   -- Artemis        16.5%
263   -- CEMS           16.0%
264   -- LINGTEC         8.9%
265   -- EGSNVC          6.0%
266   -- LGMC            7.1%
267   -- LRC            11.4%
268   -- LGMI           10.3%
269   -- LRCI           11.8%
270   -- ECG             4.9%
271   -- EnRock Mngt.   67.9%
272   -- ECI Texas      67.9%
273   -- EnRock         66.5%
274   -- ECI Nevada      9.1%
275   -- Alligator       4.9%
276   -- Enron Wind     12.8%
           Storm Lake I
277   -- ECTMI          52.4%
278   -- EnronOnline    15.2%
279   -- St. Charles     4.9%
280   -- Calcasieu       4.9%
281   -- Calvert City    4.9%
282   -- Enron ACS       7.2%
283   -- LOA             4.9%
284   -- ENIL           10.1%
285   -- EI              4.9%
286   -- EINT           10.7%
287   -- EMDE            7.0%
288   -- WarpSpeed       4.9%
289   -- Modulus        67.9%
290   -- ETI             5.7%
291   -- DSG             4.9%
292   -- RMTC           67.9%
293   -- Omicron         5.1%
294   -- EFS I           4.9%
295   -- EFS II          5.2%
296   -- EFS III        67.9%
297   -- EFS V          67.9%
298   -- EFS VI         67.9%
299   -- EFS VII         5.5%
300   -- EFS IX         67.9%
301   -- EFS X           5.3%
302   -- EFS XI          6.7%
303   -- EFS XII        12.9%
304   -- EFS XV          4.9%
305   -- EFS XVII       67.9%
306   -- Jovinole        4.9%
307   -- EFS Holdings   17.2%
308   -- EOS            19.3%
309   -- Green Power    67.9%
310   -- TLS            22.5%
311   -- ECT Securities 11.5%
312   -- ECT Securities  4.9%
313   -- ECT Securities  4.9%
314   -- KUCC Cleburne   4.9%
315   -- EIAM           67.9%
316   -- EBPHXI          4.9%
317   -- EHC            67.9%
318   -- EDM            67.9%
319   -- EIKH           67.9%
320   -- ECHVI           5.5%
321   -- EIAC           67.9%
322   -- EBPIXI          4.9%
323   -- Paulista        4.9%
324   -- EPCSC          58.6%
325   -- Pipeline       10.9%
326   -- ETPC           67.9%
327   -- ELSC           67.9%
328   -- EMMS           15.9%
329   -- ECFL           67.9%
330   -- EPGI           67.9%
331   -- Transwestern   67.9%
332   -- Enron          67.9%
333   -- EGP             5.1%
334   -- EAMR           14.5%
335   -- EBP-I          29.5%
336   -- EBHL           16.8%
337   -- Enron Wind      4.9%
           Storm Lake II
338   -- EREC            6.6%
339   -- EA III         11.8%
340   -- EWLB           33.8%
341   -- SCC            13.1%
342   -- EFS IV         44.7%
343   -- EFS VIII       57.8%
344   -- EFS XIII       67.9%
345   -- ECI            67.9%
346   -- EPC            25.8%
347   -- Richmond        4.9%
348   -- ECTSVC         35.6%
349   -- EDF            17.7%
350   -- ACFI            9.4%
351   -- TPC            67.9%
352   -- APACHI         30.8%
353   -- EDC            16.5%
354   -- ETP            67.9%
355   -- NHS            33.6%
356   -- Enron South    24.1%
357   -- EGPP           41.4%
358   -- PGH            62.2%
359   -- PTC             0%
360   -- Enron          12.5%   
361   -- Wind           28.9%
362   -- Cabazon Power  67.9%
363   -- Cabazon        67.9%  
364   -- Enron          13.8%
365   -- Victory        67.9%

366   Subordinated       0%     No distribution.
  to   Claims                    Impaired; not entitled to vote.

373   Enron Preferred    0%     No distribution.
       Equity Interests          Impaired; not entitled to vote.

374   Enron Common       0%     No distribution.
       Equity Interests          Impaired; not entitled to vote.

375   Other Equity       0%     No distribution
       Interests                 Impaired; not entitled to vote.
(Enron Bankruptcy News, Issue No. 81; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

FAIRCHILD CORP: Posts $53M Net Loss for Year Ended June 30, 2003
The Fairchild Corporation (NYSE:FA) is continuing to pursue
worldwide acquisition opportunities in diverse business segments.

Eric Steiner, President and Chief Operating Officer of The
Fairchild Corporation, stated: "We are pursing acquisition
opportunities in a variety of industries and locations throughout
the world. Based upon our experience and past successes with
acquisitions and business opportunities, we expect that these
efforts will provide us with a strong foundation for the long

Fairchild's cash and investments were $121.9 million at June 30,
2003, as compared to $21.1 million at June 30, 2002. Fairchild has
also successfully reduced its debt by $485.1 million to $6.7
million on June 30, 2003, as compared to $491.8 million on June
30, 2002. The reduction in debt decreased the Company's net
interest expense by $16.8 million in fiscal 2003. These efforts
reflect the sale of Fairchild's fastener business to Alcoa for
$657 million in cash, which was completed on December 3, 2002, and
significantly lessen the Company's dependence on the Aerospace
industry. The Company reported a net loss of $53.2 million, or
$2.12 per share, for its year ended June 30, 2003. The net loss
included $9.9 million of interest expense for the write-off of
deferred loan fees due to early repayment of our debt, a $7.7
million decrease in the fair market value adjustment of our
position in a ten-year $100 million interest rate contract, and
goodwill impairment of $6.6 million.

The Fairchild Corporation (S&P, B Corporate Credit Rating, Watch
Developing) is engaged in the aerospace distribution business
which stocks and distributes a wide variety of parts to aircraft
operations and aerospace companies providing aircraft parts and
services to customers worldwide. The Fairchild Corporation also
owns and operates a shopping center located in Farmingdale, New
York. Additional information is available on The Fairchild
Corporation Web site at  

FLEMING COMPANIES: Will Sell Oklahoma Property for $2.4 Million
Fleming Companies, Inc., and its debtor-affiliates are authorized
to sell real estate and personal property pursuant to Section
363(b) of the Bankruptcy Code.  As part of their restructuring,
the Debtors will sell a real property located at 1501 S.E. 59th
Street in Oklahoma City, Oklahoma.

Shirley S. Cho, Esq., at Kirkland & Ellis, in Los Angeles,
California, informs the Court that the property will be sold to
Raptor Properties, LLC for $2,400,000.  Ms. Cho adds that Raptor,
an Oklahoma limited liability company, is not connected or
affiliated with the Debtors.

The real property was marketed both nationally and locally for 13
months by WCM Investment Company with little success.  The
Debtors believe that Raptor's offer will generate the highest and
best value for the estates. (Fleming Bankruptcy News, Issue No.
13; Bankruptcy Creditors' Service, Inc., 609/392-0900)

GENCORP INC: Will Pay Quarterly Dividend by November 28, 2003
The Board of Directors of GenCorp Inc. (NYSE: GY) declared a
quarterly cash dividend of three cents per share on the issued and
outstanding ten cents par value common stock of the Company,
payable November 28, 2003 to shareholders of record on November 3,
2003 at 5:00 p.m. Eastern Standard Time.

GenCorp (S&P, BB Corporate Credit Rating, Stable) is a multi-
national, technology-based manufacturer with operations in the
automotive, aerospace, defense and pharmaceutical fine chemicals
industries. Additional information about GenCorp can be obtained
by visiting the Company's Web site at

GENUITY: Wins Court Clearance for Nortel Settlement Agreement
The U.S. Bankruptcy Court approves the global settlement of the
claims between the Genuity Debtors and Nortel Networks, Inc.,
pursuant to these modified stipulation terms:

   (a) The allowed GTEI Cure Claim is $2,028,896, which the
       Debtors will pay to Nortel on or as soon as practicable;

   (b) Nortel will have a $25,178,000 allowed general unsecured
       non-priority claim in the bankruptcy case of Genuity
       Solutions, Inc.;

   (c) The Adversary Proceeding filed by Genuity Solutions will
       be dismissed with prejudice and without costs to either
       Party.  The Parties will submit a stipulation and take
       other actions as are necessary or appropriate to dismiss
       the Adversary Proceeding.  These Stipulation terms will
       not be contradicted by any plan of reorganization or
       liquidation filed in these bankruptcy cases;

   (d) The Debtors release Nortel and its officers, directors,
       employees, agents, attorneys and representatives from all
       claims and causes of action, whether known or unknown, at
       law or in equity, and including without limitation any
       claims for avoidance of transfers or subordination of
       claims; and

   (e) Nortel releases the Debtors and their officers, directors,
       employees, agents, attorneys and representatives from all
       claims and causes of action, whether known or unknown, at
       law or in equity, relating to the Debtors, except for:

       -- the Debtors' payment of the Allowed Nortel Cure Claim;    

       -- the Allowed Nortel Unsecured Claim against the
          Debtors' estates;

       -- compliance with the provisions of the Stipulation; and   

       -- any administrative claim in these cases pursuant to
          Sections 503(b)(3)(D) or (F) of the Bankruptcy Code.
          (Genuity Bankruptcy News, Issue No. 19; Bankruptcy
          Creditors' Service, Inc., 609/392-0900)

GLOBAL CROSSING: Court Okays Ira Benjamin Katz as Lit. Counsel
Mitchell C. Sussis, Vice President of Global Crossing, Ltd.,
states that since January 28, 2002, the Global Crossing Debtors
retained the law offices of Ira Benjamin Katz as an ordinary
course professional to represent one or more of the Debtors in
connection with:

   (i) bankruptcy cases and adversary proceedings pending in the
       United States Bankruptcy Court for the Central District of
       California; and

  (ii) matters in the Los Angeles County Superior Court.

To date, the Debtors paid Katz $97,546.  Katz is projected to
exceed the $30,000 per month, $100,000 in-the-aggregate caps for
ordinary course professionals.

Therefore, the Debtors seek the Court's authority to employ Katz
as special litigation counsel, nunc pro tunc to January 28, 2002,
in connection with certain bankruptcy cases, adversary
proceedings, and various federal and state litigation matters
that may arise from time to time in California to which the
Debtors are a party-in-interest.

Specifically, Katz will be:

   (a) investigating and advising one or more of the Debtors with
       respect to its rights and remedies in various bankruptcy
       cases pending in the United States Bankruptcy Courts for
       the Central, Southern, Northern, and Eastern Districts of
       California where requested by one or more of the Debtors,
       appearing as its counsel of record in those cases;

   (b) representing one or more of the Debtors in various
       preference and fraudulent transfer litigation matters in
       the United States Bankruptcy Courts for the Central
       District of California and elsewhere;

   (c) representing one or more of the Debtors in connection with
       the prosecution of claims and causes of action in state
       and federal courts; and

   (d) providing other services as requested by the Debtors and
       agreed to by Katz, consistent with the ability and
       expertise of the professionals employed by Katz.

Mr. Sussis explains that Katz has considerable experience and
knowledge in handling litigation and bankruptcy matters.  Mr.
Sussis assures Judge Gerber that the services provided by Katz as
special litigation counsel will not be duplicative of services
provided by other counsel employed by the Debtors.  Katz will
coordinate with Weil Gotshal & Manges, LLP, the Debtors' general
bankruptcy and reorganization counsel, to ensure that there is no
unnecessary duplication of services performed for and charged to
the Debtors' estates.

Ira Benjamin Katz, Esq., principal member of the firm, relates
that Katz will bill the Debtors' estates its customary hourly
rates, plus reimbursement of actual, necessary expenses and other
charges it has incurred in relation to these cases.  Mr. Katz
believes that failure to charge these expenses would require the
Firm to increase its current hourly rates.  

At present, the Katz attorneys that have been engaged for these
cases have these hourly rates:

   Ira Benjamin Katz        $350
   Franklin Micheals, Jr.    285

The hourly rates for the Firm's members, counsel and associates,
and paralegals responsible for the representation of the Debtors

   Members                         $350
   Counsel and associates           175 - 325    
   Paralegals                        50 - 140     

Mr. Katz discloses that the Firm has represented other clients in
matters unrelated to these cases where one or more of the
parties-in-interest was an opposing party.  Nevertheless, Mr.
Katz assures Judge Gerber that the Firm will not represent any
other entity other that the Debtors in connection with these

The Firm represented one or more of the Debtors prepetition,
continues to represent the Debtors postpetition and is a holder
of a general unsecured claim for $15,314, arising out of the
provision of prepetition services to the Debtors.

Mr. Katz assures the Court that the Firm does not have any
connection to the Debtors in these Chapter 11 cases.  Katz is a
"disinterested person" as defined by Section 101(14) of the
Bankruptcy Code.

                          *     *     *

Judge Gerber authorizes the Debtors to employ Katz as special
litigation counsel effective January 28, 2002. (Global Crossing
Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

HOLMES GROUP: Improved Credit Profile Spurs Outlook Revision
Standard & Poor's Ratings Services revised the outlook on The
Holmes Group Inc. to positive from stable, to reflect the
company's improved credit profile. The manufacturer and marketer
of small appliances has reduced its costs, increased profitability
with faster new product introductions, and lowered its debt by 30%
since 2001. At the same time, Standard & Poor's affirmed its 'B'
corporate credit, 'B' senior secured, and 'CCC+' subordinated debt
ratings on Holmes.

Total debt outstanding as of June 30, 2003, was $250.8 million.

"The ratings on Milford, Massachusetts-based Holmes Group Inc.
reflect its highly leveraged capital structure, intense
competition in the kitchen and home environment appliance markets,
the seasonal nature of sales (influenced by both Christmas demand
and vulnerability to weather), and customer concentration," said
credit analyst Martin S. Kounitz. "Somewhat mitigating these
factors are the company's strong brand names with leading market
shares, particularly in the small kitchen appliance category, and
its cost structure improvements."

Holmes manufacturers and markets branded kitchen and home
environment appliances. Products include small kitchen appliances
sold under the Crock Pot(R) and Rival brands, and fans, space
heaters, and humidifiers sold under the Holmes(R), Bionaire(R) and
Patton(R) brands. The company manufactures about 50% of its
products in its owned factory in China, and uses third-party
companies in the Far East to produce the balance.

IMPAC SECURED: Fitch Takes Rating Actions on 2 Securitizations
Fitch Ratings has upgraded one and affirmed eight classes of the
following Impac Secured Assets Corp. residential mortgage-backed
securities securitizations:

Impac Secured Assets Corp., mortgage pass-through certificates,
series 1998-3:

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

Impac Secured Assets Corp., mortgage pass-through certificates,
series 1998-F1

        -- Class A affirmed at 'AAA';
        -- Class B1 affirmed at 'BB';
        -- Class B2 affirmed at 'B'.

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

INNOVATIVE MEDICAL: Falls Below Nasdaq Min. Listing Requirements
Innovative Medical Services (NASDAQ:PURE) received a Nasdaq Staff
Determination on Sept. 18, 2003 indicating that the company no
longer complies with the minimum bid price requirement for
continued listing as set forth in Nasdaq Marketplace Rule 4310
(C)(4), and that its securities are, therefore, subject to
delisting from The Nasdaq SmallCap Market.

The company has requested a hearing before a Nasdaq Listing
Qualifications Panel to review the Staff Determination. The
hearing request will stay the delisting of the company's
securities pending the Panel's decision. There can be no assurance
the Panel will grant the company's request for continued listing.

Innovative Medical Services is a biosciences company that develops
and markets technology-based products involving water
purification/treatment, pest control and antimicrobial
applications. The company is currently America's leader in
pharmaceutical water purification products and services using
reverse osmosis technology. IMS has expanded beyond its niche
pharmacy market by developing and marketing its Innovex line of
EPA-approved pest control products using Triglycylboride(TM)
technology and its Axenohl(R) antimicrobial disinfectant based
upon its patented ionic silver technology. Axenohl-based hard
surface disinfectant has been approved by the US EPA, and
additional potential applications for the Axenohl antimicrobial
technology include water, food processing and human topical
treatments which may require additional EPA and FDA regulatory

Innovative Medical Services has headquarters in El Cajon, Calif.
(San Diego metropolitan area) and its common stock is listed on
The Nasdaq Stock Market under the symbol "PURE".

                         *     *     *


In its Form 10-QSB filed with the Securities and Exchange
Commission, Innovative Medical Services reported:

"From inception through April 30, 2003, we have financed our
operations primarily through our initial public offering in August
of 1996 and by subsequent private placement stock sales. In
addition, the Company had obtained short term financing through a
$500,000 line of credit. In September 2002 the Company
renegotiated its line of credit and extended it until November
2003. The extension includes an increase from $500,000 to $600,000
at an interest rate of 1-1/2 % per month secured against the
entire assets of the Company excluding the Axenohl patent. We
believe that sales from our new product lines will not provide
sufficient capital resources to sustain operations and fund
product development through fiscal year 2003. In the short term,
we expect to raise capital through equity sales as necessary to
fund future growth until we operate above the break-even point. We
continually evaluate opportunities to sell additional equity or
debt securities, or obtain credit facilities from lenders to
strengthen our financial position. The sale of additional equity
or convertible debt securities could result in additional dilution
to our stockholders.

"In January 2003 the Company signed a cross-marketing and
licensing agreement with Nickel Ltd., a manufacturer and
distributor of wet wipes in Europe. Under the terms of the three-
part agreement, the Company is acquiring two "Super Distribution
Agreements." The first Super Distribution agreement allows IMS to
sell Nickel's Clean Plus(R) janitorial/sanitation product line in
the U.S. to suppliers and distributors in the janitorial and
sanitation industries, as well as to mass merchandisers. The
second Super Distribution agreement establishes a 50/50 joint
venture between IMS and Nickel, to be known as CARLINE AMERICA
LTD(TM). This agreement permits the IMS-managed and staffed joint
venture to sell and distribute Nickel's Clean Plus(R) line of
automotive wet wipe products to automotive aftermarket retailers
and mass merchandisers in the United States. In the third part of
the agreement Nickel Ltd. agrees to process all necessary
regulatory and other approvals required as a condition to the
commercialization of Axen based products in Europe and Innovative
Medical Services has granted Nickel Ltd. a license for industrial-
grade silver di-hydrogen citrate (Axen(TM)) product development in
Europe involving hard surface disinfectant sprays (non-exclusive)
and hard surface disinfectant wet wipes (exclusive) in the
hospital, educational/childcare facilities, hospitality, food
processing and military market segments. In exchange, and as total
consideration on the Company's part, the Company will issue
warrants to Nickel Ltd. to purchase 651,000 shares of common stock
for $0.0001 per share valued at $635,000. Although no cash was
expended to acquire these agreements, it is contemplated that
plans to utilize the contracts will require a significant outlay
of capital over the next twelve months. This situation is aided by
a condition of the contract in which Nickel Ltd. has extended its
normal terms of 45 days from shipment to 30 days beyond the terms
IMS extends to the retailer, not to exceed 170 days. The contract
also calls for CARLINE AMERICA LTD to obtain accounts receivable

"The Company is currently attempting to strengthen its liquidity
position by working with an investment banker to obtain financing
consisting of a combination of debt and equity instruments. The
Company requires an outside source of capital to fund planned
projects relating to new product development and related product
launches, research and development projects, regulatory approvals
and the execution of the two Super Distribution agreements with
Nickel Ltd. This is because the Company's operations are not
expected to generate cash flows, within the next twelve months,
sufficient to fund planned expansion. If funds are not available,
the Company believes that it can maintain viability, if necessary,
by scaling back current and planned expansion projects. The
Company has no long-term debt.

"As a condition of the purchase agreement of the Axenohl patent,
the Company agreed to make certain royalty payments to NVID of 5%
of the gross product sales with a minimum royalty payment total of
$1,000,000 for the period from November 15, 2001 to July 31, 2004
and subsequently $1,000,000 per year for the remaining life of the
patent. The contract states that at July 31, 2004 the Company
shall have the right, in its sole and absolute discretion, to do
one of the following: a) pay $1,000,000 in cash or common stock of
the Company to NVID, less royalty amounts already paid, on or
before July 31, 2004, b) transfer the patent back to NVID, at
which time the Company would be released of any future minimum
payments and granted a license to manufacture and distribute
products covered by the patent, or c) cancel any royalty
obligation under the contract by selling or assigning its
ownership of the patent to a third party and paying NVID a
percentage of the gross proceeds of 10% or 5% depending on how
near the date of the transfer is to July 31, 2004. The Company has
not recorded or accrued an amount for the minimum royalty payments
in the financial statements because it has not determined which of
these options it intends to exercise.

"Our liquidity is unaffected by the financing program offered to
participating dealers in the Nutripure water dealer program. We
receive funds from our lender and disperse the funds to the
dealer, less a commission charged by us, upon completion of the
contract. The lender disperses funds to us. We record a liability
when the funds are received and relief of liability when funds are
dispersed, and we do not retain liability on the credit extended.

"During the fiscal nine months ended April 30, 2003, our current
assets to liabilities ratio decreased from 1.07 to 0.49. Current
assets decreased $492,800 from $1,291,200 at July 31, 2002 to
$798,400 at April 30, 2003 due to a decrease in inventories
associated with lower sales volume and a decrease in officer and
employee loans. Current liabilities increased $414,500 from
$1,120,000 to $1,624,500. This increase was due mainly to an
increase in loans from shareholders of $100,000 and an increase in
accounts payable of approximately $272,100.

"Fixed assets decreased approximately 131,900 due mainly to
depreciation of equipment. Noncurrent assets remained unchanged at
$2,600,000 consisting almost entirely of Patents and Licenses.

"Cash flows used from operations were $626,500 in the nine months
April 30, 2003 and $691,900 in 2002. For fiscal 2003, cash flows
used in investing activities included $10,800 for the purchase of
machinery and equipment and $99,400 for the purchase of patents
and licenses. In fiscal 2002 cash flows used in investing
activities included $159,800 for the purchase of machinery and
equipment and $87,200 for the purchase of patents and licenses.

"Cash flows from financing activities were $538,500 in fiscal 2003
and $954,600 in fiscal 2002. Financing activities for the current
period included the addition of $100,000 in loans payable from a
line of credit renegotiated in September 2002. Cash flows from
financing activities also included an increase of common stock of
$538,500. During the current nine-month period the Company
conducted a $250,000 private placement in which the Company issued
833,332 shares of common stock to six accredited investors at a
price of $0.30 per share and a $200,000 private placement in which
the Company issued 400,000 shares of common stock to six different
accredited investors at a price of $0.50 per share. The Company
also received $81,325 from the exercise of options. In the prior
period, cash flows from financing activities included the addition
of $500,000 in notes payable from a line of credit established in
September 2001. Cash flows from financing activities in the prior
period also included an increase of common stock of $435,300 which
included a $400,000 private placement in which the Company issued
250,000 shares of common stock to eleven accredited investors at a
price of $1.60 per share. The Company also received approximately
$68,000 from the exercise of options."

INTEGRATED HEALTH: Wants Court Approval of IOS Claims Settlement
On October 16, 2000, IOS Capital, Inc. asked the Court to allow
their administrative expense claims pursuant to Section
503(b)(1)(A) of the Bankruptcy Code and to compel the Integrated
Health Services Debtors to pay lease obligations pursuant to
Section 365(d)(10) of the Bankruptcy Code.  IOS's request was
based on over 300 prepetition equipment leases, which the parties
executed before the Petition Date.

On December 6, 2001, the Court approved a stipulation between IOS
and the Debtors regarding the rejection of certain leases.  
However, the Stipulation did not resolve any remaining issues
regarding IOS's request, including the payment of outstanding
postpetition rent payments for the Leases.

Alfred Villoch, III, Esq., at Young, Conaway, Stargatt & Taylor,
LLP, in Wilmington, Delaware, informs the Court that the Debtors
are parties to other prepetition leases with IOS and have used,
and continue to use, the equipment which is the subject of the
leases and in their possession.  The estimated aggregate lease
payment for the IOS Equipment exceeds $30,000 per month.  With
the exception of one postpetition payment to IOS amounting to
$143,000, the Debtors have made no postpetition payments on the
IOS Leases.  The equipment subject to the IOS Leases has an
estimated present value of more than $120,000.

IOS asserts that the Debtors owe $2,000,000 for postpetition
rental payments under the Leases.  Although the Debtors do
acknowledge some potential postpetition arrearages, they dispute
the amount asserted by IOS.

On January 29, 2002, the Debtors commenced a preference action
pursuant to Section 547 of the Bankruptcy Code against IOS,
seeking to recover $251,814.19 in alleged preferential payments.  
IOS, through its counsel, has asserted several defenses to the
Preference Action including those based on, inter alia, ordinary
course and new value.  In addition, IOS has asserted a potential
right to set-off well in excess of the amount sought by the
Debtors in the Preference Action.

As a result of extensive, arm's-length negotiations over a period
of many months, the Debtors and IOS reached a compromise on the
issues.  The Debtors believe that the terms of the settlement are
fair and reasonable and would permit them to avoid the costs and
risks associated with litigating the issues.

The parties have agreed to these terms:

   (1) The Debtors will grant IOS a $350,000 administrative
       claim, which will be paid in installments;

   (2) The Debtors will dismiss the Preference Action;

   (3) The Debtors will grant IOS a $1,600,000 general unsecured

   (4) IOS will abandon certain Leased Equipment to the Debtors;

   (5) The parties will execute mutual releases.

Accordingly, the Debtors ask the Court to approve the IOS
Settlement Agreement. (Integrated Health Bankruptcy News, Issue
No. 64; Bankruptcy Creditors' Service, Inc., 609/392-0900)   

INTERNATIONAL PAPER: Will Publish 3rd Quarter Results on Oct. 27
International Paper (NYSE: IP) will release third-quarter 2003
earnings on Monday, Oct. 27, 2003, before the opening of the New
York Stock Exchange. The company will host a webcast to discuss
earnings and current market conditions at 10 a.m. Eastern Time
that day.

All interested parties are invited to listen to the webcast live
via the company's Internet site at
http://www.internationalpaper.comby clicking on the Investor  
Information button.  Persons who wish to listen to the live
earnings webcast must pre-register at the site in advance of the
webcast. Registration will be available beginning at 3 p.m.
Eastern Time, on Friday, Oct. 24.

A replay of the webcast will also be available on the Web site
beginning at approximately 1 p.m. Eastern Time on Monday, Oct. 27.

International Paper -- is the  
world's largest paper and forest products company. Businesses
include paper, packaging, and forest products. As one of the
largest private forest landowners in the world, the company
manages its forests under the principles of the Sustainable
Forestry Initiative(R) (SFI(R)) program, a system that ensures the
perpetual planting, growing and harvesting of trees while
protecting wildlife, plants, soil, air and water quality.
Headquartered in the United States, International Paper has
operations in over 40 countries and sells its products in more
than 120 nations.

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

INT'L THOROUGHBRED: Court Confirms Amended Joint Chapter 11 Plan
On September 12, 2003, the United States Bankruptcy Court for the
Southern District of Florida (Palm Beach Division) issued an order
confirming the Amended Joint Chapter 11 Plan of Reorganization in
the Chapter 11 Cases of ITG Vegas,  Inc., International
Thoroughbred Breeders' wholly owned subsidiary, and an affiliated
entity, MJQ Corporation (the sole stockholder of which is Francis
W. Murray, the Company's Chairman and Chief Executive Officer).  

ITG Vegas, Inc. is International Thoroughbred Breeders' principal
operating subsidiary.  It operates the vessel Palm Beach Princess,
a casino and entertainment cruise ship based at the Port of Palm
Beach, Florida.  The Vessel is owned by MJQ Corporation and
chartered, under a bareboat charter, to ITG Vegas, Inc. The Plan
is a plan of reorganization  under Chapter 11 of the Bankruptcy
Code which was jointly proposed by the Debtors.

On the effective date of the Plan, all claims, debts, liens,
security interests and encumbrances of and against the Debtors and
against all property of their respective bankruptcy estates, which
arose before confirmation will be  discharged, except as otherwise
provided in the Plan or confirmation  order.  Post-confirmation,
each of the Debtors  will continue as reorganized debtors.

The Plan includes the following principal features:

     1. On the Effective Date, all Allowed Administrative Expense
        Claims and all Allowed Priority Tax Claims and Allowed
        Priority Non-Tax Claims will be paid in full (to the
        extent not already paid).

     2. All pre-petition non-insider (non-affiliate), non-insured
        unsecured debt of the Debtors will be paid in two
        installments, one-half on the Effective Date and one-half
        (with interest thereon at 8% per year from the Effective  
        Date) on the six month anniversary of the Effective Date.
        The holders of such unsecured pre-petition debt will
        receive security interests in the cash bank maintained on
        board the Vessel (approximately $700,000) and in all of
        the shore side furniture and equipment to secure the Plan
        payments to them. In addition, an amount equal to $70,000
        will be paid monthly into escrow as further collateral for
        the holders of such debt.

     3. All non-insider claims covered by insurance will be
        entitled to payment in accordance with the insurance  
        coverages.  There are no policy limits on the Debtors'
        liability coverages and the holders of these claims will
        be required to pursue the insurance proceeds for payment,
        except with respect to the deductible, for which the
        Debtors shall remain obligated.

     4. The Debtor's principal creditor, Donald F. Conway, as
        Chapter 11 Trustee for the Bankruptcy Estate of Robert E.
        Brennan, will receive payment in full of all obligations
        over a period not to exceed three years. Significantly,  
        the Debtors' obligations to the Brennan Trustee have been
        combined with the Company's indebtedness to the Brennan
        Trustee, for all of which the Debtors and the Company will
        be jointly and severally liable.  All of the obligations  
        to the Brennan Trustee will be secured by a first priority
        ship mortgage against the Vessel and, with certain  
        exceptions, first priority security interests in all of
        the other assets of the Debtors, subject to the security
        interests being granted in favor of the pre-petition
        unsecured creditors as described in paragraph 2 above.

     5. The payment obligations to the Brennan Trustee will
        consist of the following:

     (a) The balance of the purchase price that had been payable
         by ITG Vegas for the purchase of the ship mortgage  
         against the Vessel, in the amount of $9,750,000;

     (b) The balance of the Company's  indebtedness to the Brennan
         Trustee in respect of the purchase of stock in the
         Company, in the principal amount of $1,511,035.70, plus
         interest thereon from December 13, 2002 to January 23,
         2003 at 9% per annum and thereafter at 11% per annum
         until the Effective Date;

     (c) A new obligation of the Company for the purchase of an
         additional 450,000 shares of the Company's stock from the
         Brennan Trustee, at $0.50 per share, or $225,000;

The amounts described in subparagraphs (a), (b) and (c) are
collectively called the "Payment  Obligations".  A  forbearance
fee of $350,000 also shall accrue to the Brennan Trustee on the
Effective Date, of which $100,000 will be payable on the Effective
Date and the balance ($250,000) will be due on the earliest to
occur of the date the Payment Obligation is paid in full, the
third anniversary of the Effective  Date, or any date on which ITG
Vegas shall have monitized its receivable from OC Realty, LLC, an
affiliate of the Company's Chairman and CEO.

The Payment Obligation shall accrue interest at 12% per annum.  
Monthly payments of $400,000 will be required to be made to the
Brennan Trustee, to be applied first to interest accrued and then
to principal.  In addition, the Brennan Trustee shall be entitled
to payment of a Stay Bonus in the amount of $200,000 if the
Payment Obligation  shall not have been paid in full within 12
months after the Effective Date, and an additional $100,000 if the
Payment Obligation shall not have been paid in full within 24
months after the Effective Date.  Beginning with ITG Vegas'  2004
internal accounting year (commencing December 29, 2003) and
annually thereafter, 75% of ITG Vegas' Free Cash Flow (as defined
in the Plan) for the period shall be paid to the Brennan Trustee
as a Sweep Payment, to be applied  first to accrued and unpaid
interest, then to principal on the Payment Obligation, and
thereafter to any unpaid  Forbearance Fee and Stay Bonuses.

     6.  Restrictions are imposed under the Plan on ITG Vegas
         making payments to affiliated entities, including  
         International Thoroughbred Breeders, Inc.  Payment of
         indebtedness to affiliated entities of ITG Vegas
         generally will be subordinated to the payment in full of
         all liabilities to the Brennan Trustee and intercompany
         advances and transfers from ITG to affiliated entities
         generally will be prohibited, except that, if no default
         exists in the obligations to the Brennan Trustee, (i)
         $50,000 per month may be paid by ITG Vegas to MJQ
         Corporation in respect of the bareboat charter fee for
         use of the Vessel and (ii) $100,000 per month will be
         permitted to be paid by ITG  Vegas to the Company under
         the Tax Sharing Agreement between them. The Company will
         enter into a Tax Sharing  Agreement with ITG Vegas
         effective on the Effective Date, pursuant to which ITG
         Vegas will compensate the Company  for the tax savings
         realized  as a result of ITG Vegas's inclusion in the
         Company's consolidated group of companies for federal
         income tax purposes, in the amount of $100,000 per month,
         provided that no such payments are permitted to be made
         if any default exists in respect of the obligations to
         the Brennan Trustee.

         The maximum amount of funds permitted to be upstreamed by
         ITG Vegas to the Company is $100,000 per month under the
         Tax Sharing Agreement (and, beginning in 2005, 25% of
         ITG's annual Free Cash Flow, as defined).  International
         Thoroughbred Breeders has no other source of funds
         presently available.  For these reasons, and since the
         $100,000 per month tax sharing payment will be suspended
         at any time when the Debtors are not current in payment
         of their obligations to the Brennan Trustee, no assurance
         can be given that International Thoroughbred Breeders
         will be able to function as a going concern and pay its
         debts as they become due.

         The foregoing summary of the Plan, the Payment
         Obligations to the Brennan Trustee and the terms thereof
         are not intended to be complete.  For further information
         about the Payment Obligations and collateral therefor,
         the covenants of the Company and the Debtors, events of
         default and other terms agreed to in principle among the  
         Debtors, the Company and the Brennan Trustee, reference
         is made to the Term Sheet for Plan of Reorganization.

         ITG Vegas and International Thoroughbred Breeders are
         attempting to negotiate a document entitled Amendment to
         Master Settlement Agreement with the Brennan Trustee,
         which would incorporate the above-described terms and
         other modifications to the Master Settlement Agreement
         previously entered into by the Brennan Trustee, the
         Company, Palm Beach Princess, Inc. (predecessor of ITG
         Vegas, Inc.), MJQ Corporation and others.  In the event
         the parties are  unable to reach a definitive amendment
         agreement in that respect, the Term Sheet, together with
         certain additions  and clarifications announced on the
         record at the confirmation hearing, will remain in effect
         as the modification to Master Settlement Agreement.

     7. All of the outstanding shares of stock in ITG Vegas are
        owned by International Thoroughbred Gaming Development
        Corporation ("ITGD"), which is a wholly owned subsidiary
        of International Thoroughbred Breeders. While  ITGD will
        pledge all of its shares of stock in ITG Vegas as
        additional collateral to the Brennan Trustee, in all  
        other respects the Company's indirect stock ownership of
        ITG Vegas is not affected by the Plan.

By reaching the foregoing consensual plan of reorganization by
agreement with the Brennan Trustee, the Debtors have avoided the
costs and delays of a contested confirmation hearing with their
largest creditor and developed a Plan believed to be feasible.

ISLE OF CAPRI CASINO: Wins Contract to Operate in Waterloo, Iowa
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) officials announced
that the company entered into an agreement with the Black Hawk
Gaming Association, a non-profit organization, to develop and
operate an Isle of Capri Casino in Waterloo, Iowa.  The
association has been selected by the City of Waterloo to hold the
exclusive license to operate a riverboat casino, as required under
Iowa law.

The development of the project is subject to a number of
conditions, including, but not limited to, the approval of gaming
in a county referendum to be held on October 7th, the issuance of
a casino license by the Iowa Racing and Gaming Commission, and the
receipt of all other required approvals.

Isle of Capri Casinos, Inc. (S&P, B+ Corporate Credit Rating,
Stable) owns and operates 15 riverboat, dockside and land-based
casinos at 14 locations, including Biloxi, Vicksburg, Lula and
Natchez, Mississippi; Bossier City and Lake Charles (two
riverboats), Louisiana; Black Hawk (two land-based casinos) and
Cripple Creek, Colorado; Bettendorf, Davenport and Marquette,
Iowa; and Kansas City and Boonville, Missouri. The company also
operates Pompano Park Harness Racing Track in Pompano Beach,

ISTAR FINANCIAL: Prices Offering of 7.80% Preferred Shares
iStar Financial Inc. (NYSE: SFI) has priced an underwritten public
offering of 4,000,000 shares of its 7.80% Series F Cumulative
Redeemable Preferred Stock. Each share of Series F Preferred Stock
will have a liquidation preference of $25.00 per share. Merrill
Lynch & Co. is acting as the sole-book running manager of the
offering and Lehman Brothers is a co-lead manager.

iStar Financial intends to use the approximately $96.6 million of
net proceeds from the offering to repay secured debt.

iStar Financial 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

As previously reported, Fitch Ratings assigned a 'BB' rating to
iStar Financial Inc.'s 7-7/8% series E cumulative redeemable
preferred stock. The securities rank pari passu with iStar's
existing series A, B, C and D cumulative redeemable preferred
stock. iStar's senior unsecured debt rating and Rating Outlook is
'BBB-' and Stable, respectively.

J.C. PENNEY: Will Host Investor Conference Call on September 29
J. C. Penney Company, Inc. (NYSE:JCP) senior management will host
a business update with a small group of investors at the Company's
headquarters in Plano, Texas, on September 29, 2003. Presentations
will focus on ongoing business initiatives at department stores,
catalog and Eckerd.

As previously indicated, the Company is engaged in a strategic
review of its businesses, including alternatives related to
Eckerd, and will not address those strategic initiatives during
the update meeting. Speakers will include Allen Questrom, Chairman
of the Board and Chief Executive Officer; Vanessa Castagna,
Chairman and Chief Executive Officer of JCPenney Stores, Catalog
and Internet; Wayne Harris, Chairman and Chief Executive Officer
of Eckerd Corporation; and Bob Cavanaugh, Executive Vice President
and Chief Financial Officer, as well as other members of senior

The meeting is scheduled to begin at 12:00 p.m. EDT, and will be
available via conference call in a listen only mode and real-time
webcast (audio only). To access the conference call, please dial
416-695-7896 and reference the JCPenney Meeting. The live webcast
may be accessed via JCPenney's Investor Relations website
(, or on (for members) and (for media and individual investors). Replays
of the webcast will be available for 30 days after the event.

In anticipation of the meeting, the Company will update its
outlook for September sales on Monday, September 29, 2003. The
sales update will be available at approximately 9:00 a.m. EDT on a
pre-recorded call by dialing 972-431-5500 or may be accessed via
JCPenney's Investor Relations website ( later that
morning. In addition, the Company confirmed that it is comfortable
with analysts' current earnings per share estimates for the third
quarter and the full year.

J. C. Penney Corporation, Inc. (Fitch, BB+ Secured Bank Facility,
BB Senior Unsecured Debt, B+ Convertible Subordinated Debt and B
Commercial Paper Ratings, Negative), the wholly-owned operating
subsidiary of the Company, is one of America's largest department
store, drugstore, catalog, and e-commerce retailers, employing
approximately 230,000 associates. As of July 26, 2003, it operated
1,040 JCPenney department stores throughout the United States,
Puerto Rico, and Mexico, and 56 Renner department stores in
Brazil. Eckerd Corporation operated 2,710 drugstores throughout
the Southeast, Sunbelt, and Northeast regions of the U.S. JCPenney
Catalog, including e-commerce, is the nation's largest catalog
merchant of general merchandise. J. C. Penney Corporation, Inc. is
a contributor to JCPenney Afterschool Fund, a charitable
organization committed to providing children with high quality
after school programs to help them reach their full potential.

JP MORGAN: S&P Raises & Affirms Low-B Ratings on 2 Note Classes
Standard & Poor's Ratings Services raised its ratings on classes
C, D, and E of J.P. Morgan Commercial Mortgage Finance Corp.'s
mortgage pass-through certificates series 1996-C2. Concurrently,
the ratings on classes A, B, F, and AX are affirmed.

The raised ratings reflect increased credit support levels
resulting from loan payoffs, as well as improved net cash flow
debt service coverage. The rating changes were partly tempered by
an REO asset.

The only specially serviced asset is the Doxey Hatch Medical
Building, which is located in Salt Lake City, Utah. The REO
property, which operated as a skilled nursing home, has a balance
of $6.8 million and total exposure of $8.5 million. The original
tenant, Bonneville Health Systems (Bonneville) filed Chapter 11
and stopped making lease payments. Infinia Healthcare, which took
over property operations, operated the property until June 2002.
The property was foreclosed in June 2002 and the special servicer,
ORIX Capital Markets LLC is marketing the property for sale. The
property is no longer licensed as a skilled nursing facility and
the state has indicated that it will not reissue a license to
operate the property as a skilled nursing facility.

The servicer, ORIX, is no longer making advances on the Doxey
Hatch loan. As a result, the unrated NR class will continue to be
shorted interest. Class NR's certificate balance was also
permanently impaired by $1.05 million when a collateral value
adjustment was taken Dec. 13, 2001. Based on the amount that has
been advanced on this loan and the latest appraised value of $1.7
million, shortfalls could occur in other classes.

The Doxey Hatch property is the only specially serviced asset. The
servicer's watchlist totals $26.0 million, or 23.5% of the total
principal balance. Standard & Poor's is concerned regarding one
watchlist loan and one that is expected to be placed on the
watchlist. The loan on the watchlist has a $1.1 million principal
balance and is secured by a 55,695-square-foot retail center in
Washington Township, N.J. It currently has a 0% occupancy, as
Ames, the sole tenant, vacated and stopped paying rent in late
2002 due to its bankruptcy. There is currently a prospective
tenant, but a lease has yet to been signed.

The other loan is a lodging property with a $4.4 million principal
balance that is collateralized by a Crowne Plaza hotel near
Portland, Ore. At March 31, 2003, the property was 52% occupied
with a 1.03x debt service coverage.

The trust collateral pool consists of 34 loans with an outstanding
principal balance of $109.5 million, down from 71 loans totaling
$304.6 million at issuance. ORIX reported information on 94% of
the pool. Standard & Poor's calculated the DSC for the current
pool at 1.73x, versus 1.59x at issuance. The pool has property
type concentrations in multifamily (39%), retail (27%), and office
(11%). The pool has geographic concentrations in Texas and
California at 24% and 22%, respectively.

Based on discussions with the master and special servicers,
Standard & Poor's stressed several loans in the mortgage pool as
part of its analysis. The expected losses and resultant credit
levels adequately support the raised and affirmed ratings.

     Class     To       From         Credit Enhancement (%)
     C         AAA      AA                           57.45
     D         AA       A                            42.16
     E         BB+      BB                           19.21

                         RATINGS AFFIRMED

          J.P. Morgan Commercial Mortgage Finance Corp.
           Mortgage pass-through certs series 1996-C2

     Class     Rating       Credit Enhancement (%)
     A         AAA                          88.05
     B         AAA                          72.75
     F         B+                           17.12
     AX        AAA                           N.A.

KAISER ALUMINUM: Court Approves Retirees' Committee Appointment
Kaiser Aluminum Corporation and its debtor-affiliates obtained
permission from the Court to appoint an official committee of
retired employees to act as the authorized representative of their
retired salaried employees and retired union employees especially
those that retired before 1976.

The Debtors plan to seek a substantial modification or termination
of retiree benefits, pursuant to Section 1114 of the Bankruptcy
Code.  As a result, the appointment of a Retirees' Committee is

The Court, thus, approved Debtors' proposal that:

    (a) the composition of the Retirees' Committee include the
        individuals appointed to the First Retirees' Committee.
        These individuals are:

        -- John E. Daniel;

        -- Jesse D. Erickson;

        -- Timothy F. Preece;

        -- James B. Hobby; and

        -- David L. Perry;

    (b) a retired salaried employee who retired before 1976 be
        added to the committee, if a willing individual can be

    (c) in the event that any of the unions that formerly
        represented retirees receiving Retiree Benefits elects not
        to serve as the authorized representative for those
        retirees, the union will have to identify a single
        individual to serve on the Retirees' Committee; and

    (d) if no candidate is timely identified, the Retirees'
        Committee will act as the authorized representative of the
        retirees who were formerly represented by the union.
        (Kaiser Bankruptcy News, Issue No. 32; Bankruptcy
        Creditors' Service, Inc., 609/392-0900)  

KINGSWAY FIN'L: S&P Rates $72 Million Preferreds Issue at BB+
Standard & Poor's Ratings Services said it 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.

"Funds will be used to support growth of new business and to
partially repay older, more expensive existing debt," said
Standard & Poor's credit analyst Kevin Maher.

Standard & Poor's expects KFS' organic growth to return to a more
normalized annual level of 10%-15% in 2004 from 99% in 2002, with
business continuing to be split closer to 75% from the U.S. and
25% from Canada in 2003-2004. Consolidated combined ratios for KFS
and its insurance subsidiaries should continue to remain less than
100% and to improve, though reunderwriting, market conditions, and
competition might cause KFS' Ontario auto business to lag the U.S.
in profitability by another year or two. KFS' Ontario auto
insurance business was expected to return to profitability in 2003
because the company has received approval for a rate increase,
with market conditions continuing to support rate increases in the
other territories in which the company operates. Results in this
segment have improved, but still produce a combined ratio of more
than 110%.

The stable outlook reflects Standard & Poor's expectations that
KFS will experience organic growth in the 10%-15% per year range,
prospectively returning to more normal growth down from the 99%
growth of 2002, with premium growth about three-quarters from the
U.S. operations and one-quarter from the more mature Canadian
operations in 2003 and 2004.

LA QUINTA CORP: Stephen E. Merrill Steps Down from Co.'s Board
La Quinta Corporation (NYSE: LQI) announced that Stephen E.
Merrill, former Governor of the State of New Hampshire, who has
served as a director of La Quinta Corporation and La Quinta
Properties, Inc. has tendered his resignation to the Boards of
Directors of these companies.

"My resignation comes as I seek to reduce the number of
professional commitments I maintain," said Mr. Merrill.  "With the
improvements made at La Quinta over the past several years, I
believe the company is well-positioned for the future."

"Since joining the Boards in 1998, Governor Merrill has been a
strong contributor in shaping the turnaround of La Quinta," said
Francis W. ("Butch") Cash, President and Chief Executive Officer.  
"He has added tremendous value to the company, serving on both the
Compensation and the Nominating and Corporate Governance
Committees and enlightening the Board with his unique perspective
and experience.  We thank Governor Merrill for his years of
dedicated service to La Quinta and wish him well."

Following Mr. Merrill's resignation, there are six members on the
La Quinta Boards of Directors, five of whom are independent.  La
Quinta has retained a search firm to assist it in locating a new
director to serve the remaining portion of Mr. Merrill's term.

Dallas-based La Quinta Corporation (NYSE: LQI) (Fitch, BB- Senior
Unsecured Debt Rating, Negative), a leading limited service
lodging company, owns, operates or franchises over 350 La Quinta
Inns and La Quinta Inn & Suites in 33 states. Today's news
release, as well as other information about La Quinta, is
available on the Internet at    

LEAP: Cricket Wants to Assume 278 Amended Cell Site Leases
Robert A. Klyman, Esq., at Latham & Watkins, in Los Angeles,
California, reports that Debtor Cricket Communications, Inc. is
party to a large number of non-residential real property leases
on cell sites used in its wireless telecommunications network.  
As part of the Debtors' restructuring efforts, Cricket offered to
assume the leases if the landlords agree to reduce the rent.  The
landlords to 278 Cell Site Leases agreed to reduce the rent by

According to Mr. Klyman, the rent adjustment will provide
$116,912 in monthly savings or $1,402,944 per year for Cricket.  
The cure amount for assuming the leases as amended is $163,374 or
$588 per lease.

Mr. Klyman informs the Court that the reduced rent will ease
Cricket's financial burdens and free cash for other creditors
while assuring continued use of the cell sites.  Cricket,
therefore, seeks the Court's authority to assume the 278 Leases
in order to take advantage of the rent savings as soon as
possible. (Leap Wireless Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  

LEGION INSURANCE: M. Diane Koken Appointed Statutory Liquidator
The Commonwealth Court of Pennsylvania has granted final Orders of
Liquidation for the Legion and Villanova Insurance Companies
effective  July 28, 2003.  M. Diane Koken, Pennsylvania Insurance
Commissioner, is appointed to serve as the Statutory Liquidator.

The Orders of Liquidation stay all suits or actions against Legion
or Villanueva or against Ms. Koken.  All persons indebted to or
having possession of the companies' assets must tender an account
of their indebtedness and return any property to the Statutory

Anyone having a claim against the companies must submit their
proof of claim form to the Liquidator not later than
June 30, 2005.  A proof of claim must be filed even though a claim
was made before the Liquidation.

All obligations of Legion or Villanova, other than with respect to
those covered under the policies will be paid if funds are
available at the end of the liquidation proceedings.

All inquiries must be addressed to:

        Statutory Liquidator of Legion (or Villanova)
           Insurance Company
        One Logan Square
        Suite 1400
        Philadelphia, PA 19103
        Tel: 215-979-7679

LODGENET ENTERTAINMENT: Reaffirms 3rd Quarter Earnings Guidance
LodgeNet Entertainment Corporation (Nasdaq: LNET), the world's
largest provider of broadband interactive television services to
the hospitality industry, reaffirmed its third quarter financial
guidance, adding that positive occupancy trends should push
results into the upper half of its previously stated range.  The
comments came during a Company presentation at the Jefferies &
Company High Yield Communications and Media Conference in New York

LodgeNet President and CEO Scott C. Petersen says a major factor
in the Company's improving outlook is occupancy, "We've seen a
steady climb in the occupancy rates across the thousands of hotels
we serve. In addition, we continue to benefit from economies of
scale by serving more rooms without increasing our operating
costs. Each of these elements is serving us well as we work toward
our goal of generating free cash flow while maintaining steady
room growth." Petersen added that by the end of the third quarter,
the higher-revenue-generating digital systems will be installed in
approximately 39% of LodgeNet's Guest Pay room base.

With regard to financial results for the third quarter of 2003,
LodgeNet expects to report revenue of between $66.0 million and
$69.0 million, and $2.7 to $4.2 million in Operating Income.  Loss
per share estimates are $(0.51) to $(0.39) for the third quarter
of 2003.

LodgeNet Entertainment Corporation --  
is the leading provider in the delivery of broadband, interactive
services to the lodging industry, serving more hotels and guest
rooms than any other provider in the world. These services include
on-demand digital movies, digital music and music videos,
Nintendo(R) video games, high-speed Internet access and other
interactive television services designed to serve the needs of the
lodging industry and the traveling public. As the largest company
in the industry, LodgeNet provides service to 970,000 rooms
(including more than 900,000 interactive guest pay rooms) in more
than 5,700 hotel properties worldwide. More than 260 million
travelers have access to LodgeNet systems on an annual basis.
LodgeNet is listed on NASDAQ and trades under the symbol LNET.
At June 30, 2003, LodgeNet Entertainment's balance sheet shows a
total shareholders' equity deficit of about $121 million.

MARINER POST-ACUTE: MHG Balks at Oakwood Living's $9-Mill. Claim
The Mariner Health Group Debtors want the Court to disallow Claim
No. 2557 filed by Oakwood Living Centers Inc., Oakwood Living
Centers of Massachusetts Inc. and Oakwood Living Centers of
Virginia Inc. for $9,146,000.  The Debtors point out that the
Claim asserts obligations for alleged acts of the MHG Debtors
occurring postpetition.

Oakwood Massachusetts hired Prism Rehab Systems, Inc. to perform
therapy and other rehabilitation services to the residents in
seven of its nursing facilities, six of which were located in
Massachusetts and one in Virginia.  When the Parties terminated
their agreement, Oakwood Massachusetts agreed that it owed Prism
Rehab over $2,500,000 for the services rendered.  But Oakwood
Massachusetts has not paid this acknowledged debt.

In a separate transaction, Oakwood Massachusetts contracted with
Prism Care Centers, Inc. to manage its nursing facilities.  
Oakwood Massachusetts admits that it did not pay Prism Care all
the management fees due, but attempts to justify its non-payment
by contending that Prism Care breached its duties.

In a Court-approved Term Sheet, the parties reached a global
resolution of their disputes.  Pursuant to the Term Sheet,
Oakwood Massachusetts agreed to deliver a $2,000,000 note to the
MHG Debtors, but failed to do so.  Consequently, the Debtors
filed a complaint before the Superior Court of Suffolk County,
Massachusetts Inc. to collect sums owed them.  Oakwood
Massachusetts then asserted counterclaims against Prism Rehab and
filed a Third Party Complaint against Mariner Post-Acute Network
Inc., and Prism Care.

The Debtors argue that although the Claim is for $9,146,000,
there are no supporting documents attached to the proof of claim.  
As such, Oakwood Living Centers failed to meet their initial
obligation to allege enough facts to allow the claim to go
forward.  Accordingly, the Debtors ask the Court to disallow the
Claim in its entirety.

The Debtors also note that the automatic stay has previously been
lifted with respect to certain claims asserted in the
Massachusetts State Court Action.  The Debtors believe that the
most efficient way to resolve the issues between the parties and
bring this matter to conclusion is to complete the Massachusetts
State Court Action to liquidate the amount of the Claim with the
proviso that any amount determined to be due from the Debtors
will be satisfied in accordance with the Plan. (Mariner Bankruptcy
News, Issue No. 51; Bankruptcy Creditors' Service, Inc., 609/392-

MDC CORP: Appoints Dickson and Rosenberg as Managing Directors
MDC Corporation Inc. have named Rob Dickson and Graham Rosenberg
as Managing Directors of MDC.  

Mr. Rosenberg had been Executive Vice President at MDC and Mr.
Dickson was previously Executive Vice President, Corporate
Development, for Maxxcom Inc. (a wholly owned subsidiary of MDC).
Harold Reiter, formerly President and CEO of Maxxcom, has resigned
and will remain a consultant to MDC. Miles S. Nadal, Chairman,
President, and CEO of MDC has assumed Mr. Reiter's

"Mr. Reiter has played an instrumental role in the successful
restructuring of MDC and Maxxcom and, now that the program is
complete, we can embark on building our platform," said Nadal.

"With the privatization of Maxxcom and divestiture of most of our
non-core businesses complete, MDC is refocused on marketing
communications. We are building a partnership of innovative,
entrepreneurial firms, each with a point of difference in its
respective market. In that spirit, subject to receipt of all
necessary approvals, we will soon change the company name to MDC
Partners Inc., which will better reflect the central role of the
dedicated people at our partner companies," said Nadal. "Today, we
are the 17th largest marketing services firm in the world and are
well positioned to achieve our goal of becoming a top 10 player in
the next 5 years through organic growth and selective
acquisitions," added Nadal.

To demonstrate the commitment of MDC to this vision, the company
also announced today that Bob Van Horn has joined the firm.
Mr. Van Horn has 20-plus years' experience with true industry
leaders in marketing communications. He was Assistant to the
Chairman at Fallon Worldwide, Minneapolis, Executive Vice
President at Crispin Porter & Bogusky, Miami, and a deputy
managing director for BBDO in Europe.

Chuck Porter, Chairman, Crispin Porter & Bogusky, will devote a
portion of his time to building, nurturing, and identifying other
companies to join MDC's entrepreneurial group. "We envision an
alternative to the traditional agency network model," said Porter.
"We don't have baggage, bureaucracy, or dinosaur philosophies.
What we do have is flexibility, creativity, and talent to employ a
new vision. It's time for a new kind of network, and MDC is
uniquely qualified to build it," added Porter.

MDC Corporation Inc. (S&P, BB- Long-Term Corporate Credit Rating)
is the 17th largest marketing communications firm in the world,
providing services in Canada, the United States, and the United
Kingdom. Through its network of entrepreneurial firms, MDC
services include advertising and media, customer relationship
management, and marketing services. MDC also offers security-
sensitive transaction products and services through its Secure
Transactions Division. MDC Class A shares are publicly traded on
the Toronto Stock Exchange under the symbol MDZ.A and on the
NASDAQ under the symbol MDCA.

METROMEDIA FIBER: Offering 1.7M Shares to Certain Claim Holders
On September 18, 2003 AboveNet, Inc. (formerly Metromedia Fiber
Network, Inc.) filed a Notice of Rights with the United States
Bankruptcy Court for the Southern District of New York and the
holders of certain Claims against the Company and certain of its

In accordance with the Notice of Rights, the Company is conducting
an offering of rights exercisable for up to 1,669,210 shares of
common stock of the Company to certain holders of claims as of
August 21, 2003 in partial exchange for the claims.  Each Right is
exercisable for one share of common stock of the Company.  The
exercise price of the Rights is $29.9543 per share.

The Rights Offering is required by, and being conducted in
accordance with, the Second Amended Plan of Reorganization of
Metromedia Fiber Network, Inc. et al. dated July 1, 2003, as
amended and the order confirming the Plan dated and entered
August 21, 2003 by the Honorable Adlai S. Hardin, Jr., United
States Bankruptcy Judge in proceedings before the Bankruptcy

Also, as previously announced, the Company emerged from
proceedings under chapter 11 of the Bankruptcy Code, on
September 8, 2003.

MICRON TECHNOLOGY: Fourth Quarter Net Loss Tops $123 Million
Micron Technology, Inc., (NYSE:MU) announced results of operations
for its fourth quarter and fiscal year, which ended August 28,
2003. For the fourth quarter, the Company had a net loss of $123
million, or $0.20 per diluted share, on sales of $889 million and
a net loss for the 2003 fiscal year of $1,273 million, or $2.11
per diluted share, on sales of $3,091 million. The Company did not
recognize any tax benefit in fiscal 2003 from its U.S. net
operating losses.

The Company also announced the receipt of $450 million from Intel
Corporation in exchange for the issuance of stock rights
exchangeable into approximately 33.9 million shares of the
Company's common stock. The investment was made in the context of
comprehensive business agreements between the two companies
confirming an ongoing, close relationship between the companies
and alignment of business interests, including deployment of DDR2
memory and 300 mm wafer processing.

The Company's sales were 21% higher in the fourth quarter as
compared to the immediately preceding quarter as a result of an
approximate 15% increase in megabit selling prices and an increase
in megabit sales volume. Sales for the 2003 fiscal year were 19%
higher compared to fiscal 2002. The average selling price for the
Company's primary product, the 256 Meg DDR SDRAM, decreased
approximately 30% comparing the fourth quarter of fiscal 2003 to
the fourth quarter of fiscal 2002. Sales volume slightly outpaced
production in the fourth quarter of fiscal 2003 resulting in lower
megabit finished goods inventories as compared to the previous
quarter as well as the prior year-end.

The Company's megabit production increased approximately 8%
comparing the fourth quarter of fiscal 2003 to the third quarter.
The fourth quarter increase followed megabit production increases
of approximately 20% and 10% in the third and second quarters of
fiscal 2003, respectively. The megabit production gains were
principally due to completion of the Company's .13 micron process
technology migration, transitions to .11 micron devices and
improved manufacturing yields.

Steve Appleton, Micron's Chief Executive Officer and President,
said, "Process technology leadership is fundamental to success in
the semiconductor industry. We are pleased with the manufacturing
cost reductions achieved over the past three quarters, and
anticipate comparable reductions over the next couple of quarters
as the benefits of maturing yields and the further migration to
.11 micron devices are realized. I'm also pleased to further
strengthen the relationship between Micron and Intel. The Intel
investment demonstrates the alignment of our two companies'
roadmaps, particularly in the area of DDR2 deployment and in the
development of new products."

Micron Technology, Inc. (S&P, B+ Corporate Credit Rating,
Negative), is one of the world's leading providers of advanced
semiconductor solutions. Through its worldwide operations, Micron
manufactures and markets DRAMs, Flash memory, CMOS image sensors,
other semiconductor components and memory modules for use in
leading-edge computing, consumer, networking, and mobile products.
Micron's common stock is traded on the New York Stock Exchange
under the MU symbol. To learn more about Micron Technology, Inc.,
visit its Web site at  

MOBILE ENERGY: Court Authorizes Distribution of Up to $10 Mill.
After due consideration of a motion by Mobile Energy Services
Company, LLC, the Bankruptcy Court authorized the Debtors to
distribute up to $10 million in cash collateral pursuant to
Section 363 of the Bankruptcy Code, $2 million of which
constitutes payment to the Collateral Agent.  Once the Payment is
received by the Collateral Agent, those funds will no longer
constitute property of the Debtors' estates.

Upon receipt of the Payment, the Collateral Agent may distribute
the funds under an Intercreditor Agreement to the entitled
parties, including to the Tax Exempt Trustee and the Indenture
Securities Trustee.  the Tax Exempt Trustee and the Indenture
Securities Trustee may hold or distribute those funds in payment
of fees and expenses or interest and principal on the 1995 Tax
Exempt Bonds and the Indenture Securities.

Mobile Energy Services Company LLC owns and operates an energy and
chemical recovery complex. In May 1998, the Debtors received a
notice from Kimberly Clark Tissue Company that it planned to close
the Pulp Mill and to terminate the ESA. This would result in
Mobile Energy losing its largest customer in terms of annual
revenue and principal source of inexpensive fuel, among other
things. The Debtors did not believe they could meet their
financial obligations, thus prompted the filing for chapter 11
bankruptcy protection.

MORGAN STANLEY: Fitch Further Junks Class N Notes Rating to C
Fitch Ratings downgrades Morgan Stanley Capital I Inc.'s
commercial mortgage pass-through certificates, series 1999-CAM1,
$4 million class N to 'C' from 'CCC'.

The downgrade is a result of the expected losses on the specially
serviced loan, 1875 Charleston Road (0.7%), an office property
located in Mountain View, California that is over 90 days
delinquent. The property became 100% vacant in August 2002 when
the sole tenant, Global Workplaces vacated the property and
rejected its lease in bankruptcy. The property is currently under
contract for sale and losses are expected to deplete the entire
Class O non-rated certificates.

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

MORGAN STANLEY: Fitch Affirms Seven Ratings at Junk/Low-B Levels
Morgan Stanley Capital I Inc.'s commercial mortgage pass-through
certificates, series 1999-LIFE 1, are affirmed by Fitch Ratings as

        -- $50.5 million class A-1 'AAA';
        -- $399 million class A-2 'AAA';
        -- $569.8 million interest-only class X 'AAA';
        -- $20.8 million class B 'AA';
        -- $23.8 million class C 'A';
        -- $8.9 million class D 'A-';
        -- $13.4 million class E 'BBB';
        -- $7.4 million class F 'BBB-';
        -- $1.5 million class G 'BBB-';
        -- $10.4 million class H 'BB+';
        -- $7.4 million class J 'BB';
        -- $4.5 million class K 'BB-';
        -- $5.9 million class L 'B+';
        -- $4.5 million class M 'B';
        -- $5.3 million class N 'B-';
        -- $2.1 million class O 'CCC'.

Fitch does not rate the $4.5M class P certificates.

The rating affirmations reflect the overall improved loan
performance and minimal reduction of the pool collateral balance
since closing. The collateral balance has been reduced by 4%, to
$569.8 million from $594 million at issuance.

Wells Fargo Bank, the master servicer, collected year-end 2002
financials for 97.1% of the pool. Based on the information
provided, the resulting YE 2002 weighted average debt service
coverage ratio is 1.87 times, compared to 1.47x at issuance for
the same loans.

Currently, one loan (1.8%) is in special servicing. The loan is
secured by three industrial buildings in Warren, MI and is
currently 90 days delinquent. The loan transferred to special
servicing as a result of a major tenant filing involuntary
bankruptcy. Currently, two of the properties are 100% vacant and
the other is 100% occupied. The special servicer is proceeding
with foreclosure and expected losses are minimal at this time. Six
loans (4%) reported YE 2002 DSCRs below 1.00x. One of the
loans(1.4%), Brooklyn Heights Business Center, located in
Cleveland, OH, suffered a large decline in occupancy when one of
the largest tenants vacated the property. The borrower is actively
marketing the vacant space.

Fitch reviewed the credit assessment of the Edens & Avant loan
portfolio (14.6%). The DSCR is calculated using borrower provided
net operating income less required reserves divided by debt
service payments based on the current balance using a Fitch
stressed refinance constant. Based on the loan's stable to
improved performance, the loan maintains an investment grade
credit assessment.

The Edens & Avant portfolio is secured by 21 retail properties,
anchored mostly by grocery and drug stores. The stressed DSCR for
YE 2002 was 1.76x, compared to 1.35x at issuance.

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

NAT'L CENTURY: Proposes Creation of Liquidation Trust Under Plan
As of the Effective Date, the National Century Financial
Enterprises Debtors will execute a Liquidation Trust Agreement,
which will designate a Liquidation Trustee.  

David J. Coles, NCFE President, Secretary and Treasurer, explains
that the Liquidation Trustee will be authorized to take all other
steps necessary to complete the formation of a Liquidation Trust.  
The Liquidation Trust will have all duties, power, standing and
authority necessary to implement the Plan and to administer and
liquidate the Assets of the Liquidation Trust for the benefit of
the holders of beneficial interests in the Liquidation Trust.

On the Effective Date, and in accordance with the Restructuring
Transactions, Mr. Coles says, the Debtors will assign and
transfer to the Liquidation Trust all of their rights, title and
interest in and to all of their Assets other than:

   (a) any Cash and other Assets otherwise designated for use or
       distribution under the Plan;
   (b) the Assets to be transferred to the Litigation Trust, and

   (c) any Assets that have been sold or otherwise disposed of
       pursuant to a Court Order.

Any Assets that are the subject of a motion, notice or executed
agreement for sale or other disposition pending as of the
Effective Date will remain subject to the motion, notice or
executed agreement and will be treated in accordance with the
motion, notice, or executed agreement unless and until the
Bankruptcy Court disapproves of the pending disposition, at which
time the Assets will be transferred to the Liquidation Trust.

Mr. Coles continues that the transfers of Assets to the
Liquidation Trust will be free and clear of any liens, claims or
encumbrances, and no other entity will otherwise have any
interest, legal, beneficial or otherwise, in any Assets upon
their assignment and transfer to the Liquidation Trust.  However,
all Assets transferred to the Liquidation Trust will be subject
to the liabilities and obligations, and the Liquidation Trust
will be responsible for satisfying all liabilities and fulfilling
all obligations:

   (1) any Allowed Administrative Claims, Priority Clams or
       Secured Claims that have not been paid;

   (2) except for expenses incurred in connection with the
       operation of the Litigation Trust, any post-Effective Date
       expenses necessary or appropriate in respect of
       consummation of the Plan and winding up of the Debtors'

   (3) any other post-Effective Date obligations of the
       Liquidation Trust, and

   (4) any other obligations of the Liquidation Trust expressly
       set forth in the Plan.

Included in the Assets to be contributed to the Trust is the
$20,000,000 to be contributed to the Liquidation Trust from the
Restricted SPV Funds on the Effective Date.  The Liquidation
Trust's purpose is the liquidation of the Debtors' Assets and the
distribution of the liquidation proceeds among the holders of
beneficial interests in the Liquidation Trust.  The Plan provides
that holders of Allowed Claims in Classes C-2 and C-3 will
receive beneficial interests in the Liquidation Trust.

                   Liquidation Trust Agreement

The Liquidation Trust Agreement will provide for:

   (a) payment of reasonable compensation to the Liquidation

   (b) payment of other Liquidation Trust expenses,

   (c) the Liquidation Trust's retention of counsel, accountants,
       financial advisors or other professionals and provision
       for their compensation,

   (d) valuation of all Debtor assets transferred to the
       Liquidation Trust on the Effective Date,

   (e) calculation of all liabilities assumed from the Debtors on
       the Effective Date,

   (f) the winding up of the Debtors' affairs, including the
       filing of final tax returns for the Debtors,

   (g) due investment of cash by the Liquidation Trustee within
       certain limitations,

   (h) preparation of tax returns, and other reports of the
       Liquidation Trust, and

   (i) the orderly liquidation of the Liquidation Trust assets.

To comply with federal income tax requirements, the Liquidation
Trust Agreement will require that the Liquidation Trustee:

   (a) limit its activities on those reasonably necessary to the
       liquidation of the Debtors' assets and the distribution of
       liquidation proceeds;

   (b) distribute to the holders of beneficial interests at least
       annually all cash in excess of a reasonable amount needed
       to cover the assumed Debtor liabilities and liquidating

   (c) hold all retained cash in interest-bearing bank accounts,
       certificates of deposit, government securities or other
       investments approved by the Bankruptcy Court; and

   (d) terminate the Liquidation Trust no later than five years
       from its formation, subject to one or more finite
       extensions approved by the Bankruptcy Court.

The Liquidation Trust Agreement will also require that the
Debtors and holders of beneficial interests treat the Liquidation
Trust for tax purposes as a "liquidating trust" within the
meaning of Treasury Regulation Section 301.7701-0(d) and any
comparable provision of state or local law.

         Distributions of the Liquidation Trust's Assets

"All distributions from the Liquidation Trust to the holders of
interests in the Liquidation Trust will be made in accordance
with the claimants' Pro Rata shares of the beneficial interests
held at the time and in amounts as will be determined by the
Liquidation Trustee pursuant to the Liquidation Trust Agreement,"
Mr. Coles says.  The Liquidation Trustee will cause the
Liquidation Trust to retain sufficient funds as reasonably
necessary for the Liquidation Trust to:

   (a) meet contingent liabilities and maintain the value of the
       Assets during liquidation;

   (b) pay reasonable expenses of administering the Liquidation
       Trust that have been incurred; and

   (c) satisfy other liabilities incurred by the Liquidation
       Trust in accordance with the Plan.

The Liquidation Trustee will, in an expeditious but orderly
manner and subject to the other provisions of the Plan, liquidate
and convert to Cash the Assets of the Liquidation Trust, make
timely Distributions and not unduly prolong the existence of the
Liquidation Trust.  The liquidations may be accomplished either
through the sale of the Assets or through the prosecution,
compromise and settlement, abandonment or dismissal of any or all
Claims, rights or Causes of Action or otherwise. (National Century
Bankruptcy News, Issue No. 21; Bankruptcy Creditors' Service,
Inc., 609/392-0900)

NEXIA HOLDINGS: Co.'s Ability to Continue Operations Uncertain
Nexia Holdings Inc. has incurred cumulative operating losses
through June 30, 2003 of $9,203,791 and a working capital deficit
of $249,020, all of which raises substantial doubt about the
Company's ability to continue as a going concern.

Primarily, revenues have not been sufficient to cover the
Company's operating costs. Management's plans to enable the
Company to continue as a going concern include the following:

              o Increasing revenues from rental properties by
                implementing new marketing programs

              o Making certain improvements to certain rental
                properties in order to make them more marketable

              o Reducing negative cash flows by selling rental
                properties that do not at least break even

              o Refinancing high interest rate loans

              o Increasing consulting revenues by focusing on
                procuring clients that pay for services rendered
                in cash or highly liquid securities

              o Reducing expenses through consolidating or
                disposing of certain subsidiary companies

              o Raising additional capital through private
                placements of the Company's common stock

There can be no assurance that the Company can or will be
successful in implementing any of its plans or that they will be
successful in enabling the company to continue as a going concern.

During April 2003, Hudson Consulting, a subsidiary of the Company,
entered into an agreement to sell its interest in Unit A216 of the
Brian Head North Condominiums in Iron County, Utah to a related
party. According to the agreement, Hudson will receive $1,000 in
cash and is relieved of all obligations and liabilities relating
to the property. The Company recognized a loss on sale of $10,660.

On May 9, 2003, Wasatch Capital Corporation refinanced the
underlying debt associated with certain land and real  property.
The new debt obligation is for $850,000 with an interest rate of
7.5%, with monthly installment payments of $6,848 through May 10,
2006 at which time the remaining unpaid balance is due and payable
in full. $647,079 of this amount was disbursed at closing, with
the remaining $202,921 held in reserve (shown as restricted cash
on the balance sheet) for purposes of future improvements or other
uses as Wasatch deems appropriate. Interest will only accrue on
the amount that has actually been disbursed to Wasatch. This debt
obligation is secured by a first trust deed on the land and
building and is personally guaranteed by the president of the
Company. Proceeds from this refinancing were used to retire the
previous debt associated with the land and real property having an
outstanding balance of $591,155 at March 31, 2003, as well as
property taxes owed to Salt Lake County in the amount of $8,700.

On May 15, 2003, Hudson entered into an agreement to sell an
automobile in exchange for the assumption of the monthly payments
by the buyer and the release of Hudson of all obligations and
liabilities relating to the vehicle. The Company recognized a gain
on sale of $701.

During May 2003, Hudson entered into a one-year Consulting
Agreement with Axia Group, Inc., a related party. The agreement
calls for Axia to issue 666,667 shares of common stock and pay
$10,000 per month or hourly billings on a monthly basis, whichever
is greater.

During May 2003, Hudson also entered into a one-year Consulting
Agreement with Diversified Financial Resources Corporation (DFRC).  
The agreement calls for payment of $7,500, or the total amount of
hourly billings, whichever is greater, on a monthly basis to

On June 19, 2003, in an inter-company tax free transaction,
Wichita Development Corporation, a subsidiary of the Company,
exchanged its shareholdings in Kearns Development Corporation for
the Diversified Holdings I, Inc. shareholdings in Salt Lake
Development Corporation. (DHI, Kearns and SLDC were all
subsidiaries of Nexia at the time of the restructuring.

On June 30, 2003, the Company sold its interest in Wichita to
DFRC. The terms of the agreement are as follows:

                  a) Wichita assigns to DH1 a promissory note in
                     the amount of $14,056.

                  b) Wichita waives the $112,517 receivable owed
                     to it by Kearns.

                  c) Nexia waives the $1,565 receivable owed to it
                     by Wichita, and DH1 waives the $407,854
                     receivable owed to it by SLDC.

                  d) Wichita issues to DH1 a promissory note in
                     the amount of $150,000.

                  e) DFRC transfers to DH1 1,148,251 shares of its
                     restricted common stock with a guaranteed
                     liquidation value of not less than $1 per
                     share. Although DFRC shares currently have a
                     market price of approximately $2.70/share,
                     the shares have been assigned a value of
                     $0.19/share due to concerns about the
                     liquidity of the DFRC shares.

                     The Company recognized a gain on sale of

During July 2003, Hudson sold its interest in Unit B112 of the
Timberbrook Condominiums in Iron County, Utah. The purchase price
of the unit was $48,000 which resulted in a profit to Hudson of
approximately $8,000.

On July 21, 2003, the Company issued 10,200,000 shares of S-8
common stock to outside parties for services rendered.

During August, 2003, The Company signed a Binding Letter of Intent
to acquire Black Chandelier, Inc., a newly formed corporation,
which owns the licensing rights and controls the Los Angeles based
clothing labels Jared Gold and Black Chandelier. The Company
intends to acquire a 100% interest in BCI for Five Million
(5,000,000) shares of its restricted common stock. BCI assets
include several trade marks, a large volume of perfected digital
pattern, sample shop equipment, a library of silk screens,
websites and domain names, a large archive of past collection and
spec samples, and digital artwork for screen prints.

During August, 2003, the Company signed a 6 month contract with
Company Reporter Inc. for investor relations services in exchange
for 3,000,000 shares of its restricted common stock.  Company
Reporter, Inc. is a full service investor relations firm
specializing in growth stocks.

On June 30, 2003, Nexia had current assets of $1,029,137 and
$4,482,637 in total assets. Nexia had a net working capital
deficit of $249,020 at June 30, 2003. The working capital deficit
is due primarily to mortgages which will, or may, come due in the
next twelve months due to call provisions present in the mortgage.

Net cash used in operating activities was $403,764 for the six
months ended June 30, 2003, compared to $461,648 for the three
months ended June 30, 2002.

Cash used in investing activities was $14,354 for the six months
ended June 30, 2003, compared to cash flow provided by investing
activities of $282,911 for the same period in 2002.

Cash provided by financing activities was $341,166 for the six
months ended June 30, 2003, compared to $351,044 for the six
months ended June 30, 2002.

Due to Nexia's debt service on real estate holdings, willingness
to acquire properties with negative cash flow shortages and
acceptance of non-cash assets for consulting services, Nexia may
experience occasional cash flow shortages. To cover these
shortages the Company may need to sell securities from time to
time at a loss. In addition, the Company is currently experiencing
challenges with regard to cash flows and is looking at several
options to improve this situation, including the private placement
of Nexia common stock.

NOBLE CHINA: Files for CCAA Protection in Canada
Noble China Inc., has filed a plan of arrangement and compromise
with the Ontario Superior Court of Justice (Commercial List) and
obtained an Order pursuant to the Companies' Creditors Arrangement
Act (Canada): (a) ordering a meeting of Noble China's secured and
unsecured creditors to consider the Plan, and (b) establishing a
procedure for creditors to prove their claims against Noble China.
Under the Order, Ernst & Young Inc. has been appointed monitor to
assist Noble China in providing information to its creditors with
respect to the Plan.

Typically, companies seek protection from their creditors under
the CCAA by requesting a stay of proceedings to allow them to
develop a plan of compromise or arrangement. Noble China has,
however, been able to develop the Plan without the benefit of a
stay of proceedings and is moving directly to the plan
implementation stage of the reorganization process.

    The essence of the Plan provides for:

    a)  an amendment to Noble China's Articles of Incorporation to
        create a class of preferred shares -- Class A Preferred

    b)  all of Noble China's assets to be sold to Mega Gain
        Investment Co., Ltd. ("Mega Gain") -- a wholly-owned
        subsidiary of Zhaoqing City Lan Wei Alcoholic Beverage
        (Holdings) Ltd., a company controlled by the City of
        Zhaoqing, China, which, together with its wholly-owned
        subsidiary Inno Up Limited, owns 19.6% of the common
        shares of Noble China -- in return for a cash payment on
        closing of $6 million (or such greater amount as may be
        required to provide Noble China's unsecured creditors with
        a distribution of $0.20 per $1.00);

    c)  distribution of the purchase price received from Mega Gain
        to Noble China's unsecured creditors; and

    d)  issuance of the new Class A Preferred Shares to Mega Gain
        (as Noble China's only secured creditor) so that it
        controls Noble China.

Noble China has been funded by Mega Gain while it has developed
the Plan and will continue to be funded by Mega Gain until the
Plan is accepted by Noble China's creditors, sanctioned by the
Court and implemented.

As previously announced, Noble China has been faced with serious
liquidity concerns in ongoing funding of its corporate operations
and interest on its $30 million of 9% Unsecured Convertible
Subordinated Debentures. As a result, Noble China is in default of
its obligations under the Debentures, and on November 4, 2002 the
trustee for the Debentureholders issued a notice of default
declaring the principal and interest on all of the outstanding
Debentures immediately due and payable and demanded payment. Noble
China has been unable to comply with this demand.

The Plan is the result of discussions with the holders of the
majority of the Debentures regarding a reorganization of Noble
China. These discussions led to an agreement in principle with the
holders of the vast majority of the Debentures pursuant to which
they agreed to accept $0.20 on the $1.00 to settle their claims
against Noble China. It was determined that the best way
to implement the settlement with the holders of the Debentures was
pursuant to a formal plan of reorganization.

Aside from a general decline in the market for beer in the
Peoples' Republic of China, Noble China's current financial
situation can be traced to previously disclosed litigation in the
PRC commenced by China Coast Properties Development Ltd. and a
resulting Preservation Order which has cut off the Company's only
source of revenue -- dividends from the PRC joint venture brewery
in which Noble China holds an interest through its subsidiary,
Linchpin Holdings Limited. The Shandong Court found in favor of
China Coast. Although Noble China's appeal was accepted by the
Supreme Court on November 4, 2002, a hearing is still pending. The
Preservation Order has been extended until the end of March, 2004.
Funds subject to the Preservation Order will not be released so
long as the Preservation Order remains in place. In May, 2002
Noble China became entitled to receive approximately $8.6 million
as a result of a dividend being declared by the joint venture
brewery. The Preservation Order has prevented this money from
flowing to Noble China.

On November 18, 2001 India Breweries Inc. and Stephen Judge
commenced an action against Noble China claiming $250 million in
damages asserting that a merger of the company with India
Breweries Inc. that was allegedly negotiated and agreed to in
February of 1997 was not concluded due to Noble China's failure to
fulfill its obligations. Noble China did not defend the action
while it tried to reach a settlement with IBI. The IBI claim has
now been acquired by Mega Gain in return for a cash payment of
$175,000. Mega Gain has not withdrawn the action, but it has
advised Noble China that it has no intention of making a claim
against Noble China in respect of the IBI claim or otherwise
pursuing the IBI claim.

The claims procedure approved by the Court will ensure that all of
Noble China's creditors are identified and that they will have the
opportunity to vote on and receive a distribution under the Plan.
Notice will be sent to all known creditors directly and a notice
will be placed in two national newspapers -- The Globe and Mail
and The National Post. The claims procedure requires that all
creditors file Proofs of Claim with the monitor by October 24,
2003. Noble China will review all Proofs of Claim and will either
accept the claims as filed or issue Notices of Revision or
Disallowance. Creditors who receive a Notice of Revision or
Disallowance will have until November 4, 2003 to advise Noble
China that they intend to dispute the Notice of Revision or
Disallowance and until November 10, 2003 to make a motion to the

The Court has ordered that the meeting of Noble China's secured
and unsecured creditors take place on November 4, 2003. The
meeting will take place in Toronto and the monitor appointed in
the CCAA proceedings will act as chairperson of the meeting.

Completion of the reorganization is subject to final Court  
approval, entering into definitive agreements and receipt of all
material consents, transfers, and approvals. The only alternative
to the Plan is the bankruptcy of Noble China and in a bankruptcy
the company's creditors and other stakeholders will receive no

Noble China is hopeful that it will be able to implement the Plan
by mid-November, 2003.

The Court also ordered that Noble China need not obtain a formal
valuation of or shareholder approval for the transaction with Mega

NORTHWESTERN CORP: Wants Extension of Schedule-Filing Deadline
Northwestern Corporation wants to extend the time period within
which it must file schedules and statements as required by the
Bankruptcy Code.

The Debtor reports that it has more than 200 creditors and
anticipates it will be able to file its Schedules and Statements,
all in the appropriate formats proscribed by Titles 11 and 28 of
the United States Code, the Bankruptcy Rules and the Local Rules,  
within 60 days following the Petition Date.  Accordingly, the
Debtor requests an extension of time to file its Schedules and
Statements through November 14, 2003.

The substantial size, scope and complexity of this Chapter 11 case
and the massive volume of material that must be compiled and
reviewed by the Debtor's limited staff to complete the Schedules
and Statements for the Debtor during the hectic early days of this
Chapter 11 case provides ample "cause" justifying and compelling
the requested extension.

Completing the Schedules and Statements for the Debtor requires
the collection, review and assembly of a massive amount of
information from multiple locations. The Debtor is a large and
complex enterprise with operations in numerous states.
Specifically, altogether, the Debtor has an estimated 25,000 or
more creditors.  

Headquartered in Sioux Falls, South Dakota, NorthWestern
Corporation is one of the largest providers of electricity and
natural gas in the Upper Midwest and Northwest.  The Company filed
for Chapter 11 protection on September 14, 2003 (Bankr. Del. Case
No. 03-12872). Scott D. Cousins, Esq., Victoria Watson Counihan,
Esq., and William E. Chipman, Jr., Esq., at Greenberg Traurig LLP
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$2,624,886,000 in total assets and $2,758,578,000 in total debts.

NRG ENERGY: South Central Debtors File Joint Reorganization Plan
Arthur Kill Power LLC, Berrians I Gas Turbine Power LLC, Big
Cajun II Unit 4 LLC, Connecticut Jet Power LLC, Devon Power LLC,
Dunkirk Power LLC, Huntley Power LLC, Louisiana Generating LLC,
Middletown Power LLC, Montville Power LLC, Northeast Generation
Holding LLC, Norwalk Power LLC, NRG Central U.S. LLC, NRG Eastern
LLC, NRG New Roads Holdings LLC, NRG Northeast Generating LLC,
NRG South Central Generating LLC, Oswego Harbor Power LLC,
Somerset Power LLC, and South Central Generating Holding LLC
filed their joint plan of reorganization for the Debtors under
Section 1121(a) of the Bankruptcy Code, dated September 17, 2003.

According to Scott J. Davido, Esq., Senior Vice President and
General Counsel of NRG Energy, Inc., the Joint Plan of
Reorganization provides for:

A. Balance Sheet Recapitalization

   In order to fund the distributions to the holders of Allowed
   Claims in Classes 1A, 1B, 1C, 2A, 2B, 3, 4, 5 and 6, NRG
   Energy, Inc. and certain of its affiliate will borrow
   approximately $2,215,000,000 in accordance with the Commitment
   Letter, the Engagement Letter and the Fee Letter, subject to
   the terms of the definitive agreements.  The Reorganized
   Debtors will guarantee the borrowings.  In addition, certain
   of the borrowings will be secured by liens and security
   interests in the assets of the Reorganized Debtors.

                     Terms of Recapitalization

   A. Sources
   Corporate and Project Cash      $88,173,000
      Revolving Credit Facility                    250,000,000
      Senior Term Loan B (LC Facility)             250,000,000
      Senior Term Loan B                           682,000,000
      High Yield Securities                      1,032,500,000  
   Aggregate Borrowings          2,215,000,000   2,215,000,000       
      TOTAL SOURCE              $2,303,173,000
   B. Uses
   Project Debt Retirements   
      Retire Northeast Genco Notes                $556,530,000
      Repay Drawn NE Genco DIP Facility                     --
      Retire South Central Notes                   776,725,000
      Retire Mid-Atlantic Facility                 413,948,000
   Total Project Debt Retirement 1,737,173,000   1,737,173,000
   Refinancing Fees & Expenses      66,000,000   

   Working Capital Facilities:
      Revolving Credit Facility                    250,000,000
      Letter of Credit Facility                    250,000,000
   Total Working Capital
      Facilities                   500,000,000     500,000,000
      TOTAL USES                $2,303,173,000

B. Continued Corporate Existence

   After the Effective Date, each of the Reorganized Debtors will
   continue to exist in accordance with the applicable laws in
   the respective jurisdictions in which they are formed and
   pursuant to the certificates of formation in effect prior to
   the Effective Date, except to the extent that the certificates
   of formation are amended under the Plan.  After the Effective
   Date, each of the Reorganized Debtors may operate their
   businesses and may use, acquire, and dispose of property and
   compromise or settle any claims without supervision of or
   approval by the Bankruptcy Court free and clear of any
   restrictions of the Bankruptcy Code or the Bankruptcy Rules
   other than restrictions expressly imposed by the Plan or the
   Confirmation Order.  Each of the Reorganized Debtors may pay
   the charges that it incurs on or after the Effective Date for
   professionals' fees, disbursements, expenses or related
   support services without application to the Bankruptcy Court.

C. Revesting of Assets

   On the Effective Date, the Debtors' assets and estates will
   vest in the Reorganized Debtors free and clear of all Claims,
   Liens and Equity Interests.  As of the Effective Date, the
   Reorganized Debtors may operate their business and may use,
   acquire, and dispose of property free of any restrictions of
   the Bankruptcy Code or the Bankruptcy Rules, subject to the
   terms and conditions of the Plan. (NRG Energy Bankruptcy News,
   Issue No. 10; Bankruptcy Creditors' Service, Inc., 609/392-

OMNOVA SOLUTIONS: Red Ink Flows in Third Quarter 2003
OMNOVA Solutions Inc. (NYSE: OMN) reported a loss of $10.6 million
for the third quarter of 2003, compared to income of $0.5 million
during the third quarter of 2002.  Included in the third quarter
of 2003 was a restructuring and severance charge of $6.2 million
net of tax related primarily to the Company's previously announced
decision to exit its heat transfer product line.

Excluding the restructuring and severance charges, the Company
reported a net loss of $4.4 million for the third quarter of

Sales decreased 0.5% to $176.8 million for the third quarter of
2003, compared to $177.6 million during the same period a year
ago.  Cost of goods sold for the third quarter of 2003 increased
$2.5 million to $134.8 million versus the same quarter last year.  
Raw material cost increases of $7.3 million, due to significant
year-over-year inflation in the Company's oil and natural gas
based feedstocks, were partially offset by $4.8 million of
improvements in manufacturing productivity and lower spending.  
Selling, general and administrative costs declined $1.0 million to
$34.0 million in the third quarter of 2003 versus $35.0 million in
the third quarter of 2002, primarily due to reduced salary
workforce and discretionary spending controls. Interest expense
increased to $5.3 million for the third quarter of 2003 versus
$1.7 million for the same period a year ago as a result of the
Company's May 2003 refinancing activities, including higher
borrowing rates from an issuance of long-term bonds, and higher
average debt levels primarily resulting from the termination of
the Company's receivable sales program. Other expense decreased
$0.8 million to $0.2 million, also due to the termination of the
receivable sales program.  The restructuring and severance charge
of $6.2 million net of tax during the third quarter of 2003 was
related to the write-off of assets for exiting the Company's heat
transfer product line and severance for the associated workforce
reduction.  Additional charges related to the heat transfer
product line of approximately $1.3 million, are expected in the
fourth quarter of 2003.  Cash costs related to the total
restructuring and severance program for the heat transfer product
line are expected to be $1.8 million, with anticipated future
savings of $3.0 million annually.

For the nine months ended August 31, 2003, sales decreased 0.4% to
$506.8 million compared to $508.9 million during the same period a
year ago. Cost of goods sold for the nine months ended August 31,
2003 increased $15.8 million to $383.3 million versus the same
period last year.  Raw material cost increases of $29.5 million,
due to significant inflation in oil and natural gas based
feedstocks, were partially offset by $13.7 million of cost
reductions through manufacturing productivity and lower spending.
Selling, general and administrative expense declined $3.2 million
to $102.9 million versus $106.1 million for the same period of
2002, primarily due to reduced salary workforce and discretionary
spending controls.  Interest expense increased to $10.2 million
versus $6.1 million for the same period a year ago due to the May
2003 refinancing.  Other expense decreased $0.5 million to $2.2
million, due to the termination of the receivable sales program.  
The Company has taken restructuring and severance charges of
$7.3 million net of tax for the nine months ended August 31, 2003
related to the write-off of assets for the closure of a design
center and the heat transfer product line, and severance costs
related to several workforce reductions, and a charge of $3.1
million net of tax related to the write-off of deferred financing
costs as part of the May 2003 refinancing.  As a result of its
restructuring efforts, the Company has reduced its workforce
during 2003 by approximately 190 positions or 8%, while
productivity improvements and reductions in selling, general and
administrative expenses have resulted in year-to-date savings of
$16.9 million.

At the end of the third quarter of 2003, OMNOVA's total debt and
cash were $211.5 million and $15.3 million, respectively.  As
compared to the second quarter 2003, total debt and cash increased
$13.5 million and $8.6 million, respectively.

"While still below historical levels, in our third quarter we were
encouraged by the results of our Performance Chemicals and
Building Products businesses, which posted their best operating
profit results in the last five and ten quarters, respectively.  
However, overall results were hampered by weak demand in the
Decorative Products business.  Continued cyclical weakness in
commercial real estate for refurbishment and new construction,
particularly in the office and hospitality segments, and market
softness in furniture and manufactured housing have negatively
impacted Decorative Products' recovery," said Kevin McMullen,
OMNOVA Solutions' Chairman and Chief Executive Officer. "We took
actions in the third quarter to address the weak operating
performance by announcing the closure of our heat transfer product
line, to be completed by the end of our fourth quarter.  
Additionally, we enhanced our leadership team with the appointment
of Robert Coleman, President of Decorative Products, and Harry
Franze, President of Building Products.  These executives have a
track record of improving operating performance in businesses
which they have led.  Our focus going forward will be to improve
profitability through further cost reductions, eliminating waste
and improving customer satisfaction through LEAN SixSigma
initiatives, achieving global purchasing synergies, and focused
new product development efforts.  We believe that these actions,
along with others we have taken will position us well when our
markets return upon a cyclical rebound."

Decorative & Building Products -- Net sales were $91.3 million
during the third quarter of 2003, a decline of 10% compared to
$101.5 million in the third quarter of 2002.  Low refurbishment
activity in corporate offices and hotels resulted in a decline in
wallcovering, while weak demand in furniture and manufactured
housing negatively impacted coated fabric and decorative laminate
sales.  However, sales of commercial roofing systems improved
versus last year as customer demand, especially in replacement
applications, remained strong after severe winter weather
negatively impacted first quarter 2003 sales.  The segment's
operating loss totaled $8.4 million for the third quarter of 2003,
as compared to operating profit of $1.3 million for the third
quarter of 2002.  As compared to last year, raw materials,
primarily polyvinyl chloride (PVC) resins and plasticizers, which
are derived from oil and natural gas, and titanium dioxide, were
up $1.3 million.  Included in the third quarter of 2003 results
was the restructuring and severance charge of $6.2 million for
exiting the heat transfer product line, while in the third quarter
of 2002 there was a reversal of a prior restructuring reserve of
$0.2 million.  Excluding these restructuring and severance items,
the operating loss for the third quarter of 2003 was $2.2 million,
versus operating profit of $1.1 million for the same period last

During the quarter, OMNOVA gained market share in PVC roofing
membrane products, and was named #1 supplier for customer service
by a major retailer. At the NEOCON show, OMNOVA assisted a
furniture customer in winning "Best of Show" with new high
performance Surf(x)(TM) decorative laminates and launched MemErase
II, an improved dry-erasable wallcovering for commercial
applications.  The Company also won a significant new decorative
laminate customer for a manufactured housing application.

Performance Chemicals -- Net sales during the third quarter of
2003 increased 12.4% to $85.5 million versus $76.1 million in the
third quarter of 2002.  Segment operating profit was $5.4 million
in the third quarter of 2003 as compared to $3.2 million in the
third quarter of 2002 due to higher average unit selling price and
lower spending.  Compared to last year, raw material costs were up
$6.0 million during the quarter due to significantly higher oil
and natural gas feedstock costs.  However, this was offset by $7.3
million in increased pricing and 3% higher volumes.

Productivity, as measured by sales per employee, improved 16%
versus last year due to higher volumes and lower employment
levels.  The increase in volume was in part due to shipments to a
new paper customer.  Additionally, OMNOVA is developing next
generation specialty chemical products, currently in the trialing
stage, for several global customers.  In response to raw material
inflation, Performance Chemicals has achieved year-to-date price
increases totaling $15.3 million.

OMNOVA Solutions Inc. (Fitch, BB Senior Secured Debt and BB+
Senior Secured Credit Facility Ratings) is a technology-based
company with 2002 sales of $681 million and 2,250 employees
worldwide.  OMNOVA is an innovator of decorative and functional
surfaces, emulsion polymers and specialty chemicals. Web Site:

OXFORD INDUSTRIES: Look for Fiscal Q1 2004 Results on October 2
Oxford Industries, Inc. (NYSE: OXM) will report its fiscal first
quarter 2004 financial results on Thursday, October 2, 2003 after
the market close. The company will also hold a conference call
with senior management to discuss the financial results in detail
at 4:30 p.m. ET/1:30 p.m. PT.

A live Webcast of the conference call will be available on the
Company's Web site at Please visit the  
Web site at least 15 minutes early to register for the
teleconference Webcast and download any necessary software.

A replay of the call will be available from October 2, 2003
through October 9, 2003. To access the telephone replay, domestic
participants should dial (877) 519-4471, international
participants should dial (973) 341-3080. The access code for the
replay is 4202014. A replay of the Webcast will also be available
following the conference call on Oxford Industries' corporate Web

Oxford Industries, Inc. (S&P, BB- Long-Term Corporate Credit
Rating, Stable) is a leading producer and marketer of branded and
private label apparel for men, women and children. Oxford provides
retailers and consumers with a wide variety of apparel products
and services to suit their individual needs. Oxford's brands
include Tommy Bahama(R), Indigo Palms(TM), Island Soft(TM), Ely &
Walker(R) and Oxford Golf(R). The Company also holds exclusive
licenses to produce and sell certain product categories under the
Tommy Hilfiger(R), Nautica(R), Geoffrey Beene(R), Slates(R),
Dockers(R) and Oscar de la Renta(R) labels. Oxford's customers are
found in every major channel of distribution including national
chains, specialty catalogs, mass merchants, department stores,
specialty stores and Internet retailers. The Company's common
stock has traded on the NYSE since 1964 under the symbol OXM. For
more information, visit its Web site at

PG&E NATIONAL: Gets Nod to Hire Ordinary Course Professionals
The PG&E National Energy Group Debtors obtained permission from
the U.S. Bankruptcy Court to employ attorneys and other
professionals on an "as needed" basis in specific locations to
deal with issues that arise in their businesses.

The Debtors will seek assistance from specialized or local
professionals in connection with the operation of their
businesses.  These include tax, real estate, environmental,
employee, regulatory, litigation, transactional, business
consulting, and other consultants and professionals.  

With the Court's approval, the NEG Debtors will employ and
compensate Ordinary Course Professionals without the need to file
individual retention applications.

The NEG Debtors will pay the Ordinary Course Professionals, on a
monthly basis, 100% of the interim postpetition fees and
disbursements included in an appropriate invoice that indicates in
reasonable detail the nature of the services by each Ordinary
Course Professional. With consent of a statutorily appointed
committee and the U.S. Trustee, the NEG Debtors will pay the
Ordinary Course Professionals without further delay, provided that
the fees and disbursements to be paid do not exceed $25,000 in any
month or $100,000 in any six-month period.

A quarterly report will be provided to the U.S. Trustee and the
Committees setting forth:

    (1) All Ordinary Course Professionals who received payments
        during each month prior in that quarter;

    (2) The aggregate amount of payments to each Ordinary Course
        Professional to date; and

    (3) The substance of the work performed by each Ordinary
        Course Professional during the quarter. (PG&E National
        Bankruptcy News, Issue No. 7; Bankruptcy Creditors'
        Service, Inc., 609/392-0900)    

PRUDENTIAL SECURITIES: S&P Rates Class G & H Notes at D Level
Standard & Poor's Ratings Services raised its ratings on classes
C, D, and E of Prudential Securities Secured Financing Corp.'s
commercial mortgage pass-through certificates series 1995-MCF2. At
the same time, ratings are affirmed on three other classes from
the same transaction.

The rating actions reflect the increase in credit support levels
from a 66% paydown of the loan pool and improved financial
performance of the remaining properties in the loan pool, with a
year-end 2002 net cash flow weighted average debt service coverage
ratio of 1.93x (81% of loans reporting), up from 1.46x at
issuance. These positives are offset by the cumulative interest
shortfalls to classes G and H that totaled $2.1 million as of
August 2003, and an expected loss associated with the healthcare
real estate owned (REO) property ($5.8 million, 7.5% of the loan
pool). Additionally, there are four other specially serviced loans
that total $8.3 million (10.6%).

The largest loan in the pool ($5.8 million, 7.5%), with total
exposure of approximately $8.0 million), became REO in November
2000. The collateral is a 97-bed assisted living facility in
Chattanooga, Tenn. The special servicer, Lennar Partners Inc., has
accepted a $3.8 million offer, and the sale is scheduled to close
Oct. 6, 2003.

Two of the specially serviced loans ($4.4 million, 5.6%) secured
by healthcare facilities have the same borrower. The mortgage
balances were recently consolidated when the San Antonio, Texas
property was sold. Lennar sold the 60-bed facility in San Antonio
for $270,000. The loan maturity has been extended until December
2005. The 109-bed facility in Bristol, Va. remains open and has
performed well historically; however, no recent financials or
occupancy rate is available at this time. This loan is now the
eighth largest loan in the pool, and Lennar intends to return the
loan to the master servicer, Midland Loan Services Inc. (Midland),
in the near future.

The third specially serviced loan, which Lennar has initiated
foreclosure, is a $2.3 million participation (total exposure of
about $2.5 million) in a mortgage loan encumbering a vacant 346-
bed congregate care facility in Brooklyn, N.Y. The facility closed
in May 2002 when the operator lost its license to operate. In May
2003, the appraised value of the facility was $4.6 million. There
is also $2.3 million participation in Prudential Securities
Secured Financing Corp.

The borrower of the fourth specially serviced loan ($1.6 million,
2.1%) filed for bankruptcy in February 2003 due to partnership
issues. Currently, the partners are attempting to resolve their
issues, dismiss the bankruptcy and reinstate the loan. The
collateral, a 38,500-square-foot office park in Avon, Ind., is
performing well, and reported a year-end 2002 DSC of 1.93x with a
93% occupancy rate.

As of August 2003, the loan pool balance was $78.09 million with
36 loans, down from $222.29 million with 86 loans at issuance. Two
loans are on Midland's watchlist total $2.8 million (or 3.6%). To
date, realized losses to the trust, resulting from one multifamily
property, total $3.2 million.

Standard & Poor's stressed the specially serviced loans and the
watchlist loans in its analysis, and the stressed credit
enhancement levels adequately support the rating actions.

The loan pool has multiple property types that include retail
(50%), healthcare (16%), office (16%), and multifamily (15%). The
properties are located in 19 states; California (35%) and New York
(11%) are the only two states with a loan pool concentration in
excess of 10%.

                         RATINGS RAISED

          Prudential Securities Secured Financing Corp.
      Commercial mortgage pass-thru certs series 1995-MCF-2

          Class   To           From   Credit Support (%)
          C       AAA          AA+                 71.1
          D       AAA          AA-                 59.8
          E       AA           BBB+                39.8

                         RATINGS AFFIRMED

          Prudential Securities Secured Financing Corp.
      Commercial mortgage pass-thru certs series 1995-MCF-2

          Class   Rating   Credit Support (%)
          A-2     AAA                   73.2
          B       AAA                   65.3
          A-EC    AAA                    N/A

                      OTHER OUTSTANDING RATINGS

          Prudential Securities Secured Financing Corp.
      Commercial mortgage pass-thru certs series 1995-MCF-2

          Class   Rating   Credit Support (%)
          G       D                     17.1
          H       D                      2.8

SALTON INC: Corporate Credit Rating Dives Down a Notch to B+
Standard & Poor's Ratings Services lowered its corporate credit
rating on small appliance marketer Salton Inc. to 'B+' from 'BB-'
and removed the ratings from CreditWatch, where they were placed
May 14, 2003. Standard & Poor's also assigned its 'BB-' rating to
Salton's $275 million senior secured bank loan due 2007. The bank
loan is rated one notch above the corporate credit rating because
in a stressed scenario, Standard & Poor's believes that senior
lenders could expect significant recovery of principal. At the
same time, Standard & Poor's lowered the subordinated debt rating
to 'B-' from 'B'.

The outlook is negative.

Total debt outstanding at Salton as of June 28, 2003, was $390.8

"The downgrade reflects increased competitive pressures that have
eroded profitability, including more intense price competition at
the retail level. In addition, the George Foremanr line of indoor
grills has matured, and sales of these products in Europe have not
offset domestic weakness," said credit analyst Martin S. Kounitz.

The ratings reflect Salton Inc.'s participation in the highly
competitive small appliance market, concentrated retail sales,
accelerating price deflation at retail, and high debt leverage.
Somewhat mitigating these risks is Salton's solid track record in
new product development and in successfully marketing its existing
branded product portfolio. The company's business model has a
flexible cost structure. Salton uses third party companies mostly
in China to manufacture its products, eliminating factory overhead
and allowing the company to shift production to the lowest cost
producers of its appliances.

Lake Forest, Illinois-based Salton is a designer and marketer of
kitchen and household appliances and personal care products. The
company holds leading market shares in most countertop kitchen
appliance categories. In addition to its own brand name, the
company markets products under the George Foreman(R), Juiceman(R),
Toastmaster(R), Farberware(R), and Westinghouse(R) brands. Salton
sells its products primarily through mass merchandisers, and also
department stores, specialty retailers, the Internet, and

SAN PEDRO BOAT: Funds to Clean Hazardous Vacated Site Approved
The Board of Harbor Commissioners authorized the expenditure of up
to $275,000 for an environmental clean-up operation on Berths 43-
44 and 57, left in serious condition by ex-tenant San Pedro Boat
Works. These funds are in addition to $149,500 expended by the
Port to begin the clean-up operation in mid-September 2003. San
Pedro Boat Works abandoned the polluted site in November 2002.

This action is in response to the Los Angeles County Fire
Department direction to San Pedro Boat Works to clean up the site
by August 28, 2003. When San Pedro Boat Works did not comply, the
County Fire Department then directed the Port, as landowner, to
clean the area by October 1, 2003.

"We worked very hard to get San Pedro Boat Works to clean up their
operations and our property," said Larry Keller, Port executive
director. "Port environmental management staff closely monitor the
effects of our tenants' operations on the environment. This is,
unfortunately, a case where the tenant continued making
insufficient steps towards the programs set up by the Port and in
the end did not live up to their commitments. The Port is willing
to spend whatever it takes in time and funds to correct the damage
caused by San Pedro Boat Works."

With a history of being cited for non-compliance with
environmental permitting and regulatory requirements dating from
1994, and continued direction by the Port to clean the area, San
Pedro Boat Works abandoned Berths 43-44 and 57 in November 2002
without giving notice to the Port of Los Angeles. San Pedro Boat
Works subsequently filed for bankruptcy in December 2002.

Immediately following the abandonment of the berths, the Port
attempted to gain access to the property to assess environmental
damages and to begin a complete cleaning of the area. Permission
was granted in June 2003; however, clean up was delayed while the
sites were being investigated by the U.S. Attorney and Federal
Bureau of Investigation.

SMART & FINAL: Reaches Pact to Dispose of California Lawsuits
Smart & Final Inc. (NYSE:SMF) has entered into an agreement to
settle all claims related to two purported class action lawsuits
involving the compensation of certain California-based managerial

The lawsuits are Camacho v. Smart & Final Inc., which asserted
that salaried California store managers and assistant managers may
be entitled to overtime pay, and Perea v. Smart & Final Inc.,
which challenged Smart & Final's calculation of store managers'
profit sharing. Hundreds of similar class action lawsuits have
been filed against California retailers, restaurants and other
employers in recent years.

Smart & Final denies all liability in these cases, and the
settlement agreement specifically disclaims any liability or
wrongdoing by the company. The company has agreed to the
settlement in order to resolve all of the plaintiff's claims
without the continuing distraction and expense of protracted

Under the terms of the settlement agreement, Smart & Final will
pay $7.6 million in cash and $1.5 million in scrip redeemable in
its stores. Plaintiffs' attorney fees, costs and administrative
expenses will be paid from the settlement amount. The remaining
amount will be distributed among eligible class members who submit
timely claim forms. The proposed settlement will be submitted
jointly by the parties to the court for final approval.

In its second quarter 2003 results, the company recorded a charge
for the ultimate resolution of these matters. The charge is
adequate to provide for the proposed settlement.

Founded in 1871 in downtown Los Angeles, Smart & Final Inc.
operated 228 non-membership warehouse stores for food and
foodservice supplies in California, Oregon, Washington, Arizona,
Nevada, Idaho and northern Mexico at the end of the 2003 second
quarter. For more information, visit the company's Web site at  

The company's June 15, 2003 balance sheet shows that its total
current liabilities outweighed its total current assets by about
$120 million.

As reported in Troubled Company Reporter's July 25, 2003 edition,
the Company's second quarter 2003 results from discontinued
operations were a loss of $41.7 million net of tax. Of this
amount, $40.2 million net of tax reflects the estimated loss on
sale and divestiture. The company anticipates that charges of an
additional $6 million after-tax will be recorded in the balance of
2003, associated with lease termination costs and severance costs
related to the Florida stores business.

The company has obligations under a revolving credit facility and
the synthetic lease facility that are subject to certain financial
ratio covenants. Following the recording of the special charges
the company was not in compliance with certain of these covenants
at the end of the second quarter 2003, and by operation of the
covenants the company would not be in compliance for a 12 month
period thereafter. As a result, the company's obligations under
the revolving credit facility and the synthetic lease facility
have been classified as current liabilities in the company's
balance sheet as of June 15, 2003. The company has received
waivers of default effective as of June 15, 2003 and intends to
negotiate amendment of certain covenants to achieve compliance in
future periods.

At the end of the second quarter 2003 the company reported balance
sheet cash of $39.5 million and had approximately $14 million in
available liquidity under the revolving credit agreement.

SPECTRASITE: Pushing with Secondary Offering of 9 Million Shares
SpectraSite, Inc. (Ticker Symbol: SPCS.OB) -- whose $150 million
Senior Unsecured Notes are rated by Standard & Poor's at CCC+ --
intends to move forward with its previously announced proposed
underwritten offering of 9 million shares of common stock.

All of the shares will be offered by funds affiliated with Apollo
Management V, L.P., funds managed by Oaktree Capital Management,
LLC, funds managed by Capital Research and Management Company and
funds managed by Franklin Mutual Advisers, LLC. The selling
stockholders have also granted the underwriters an option to
purchase an additional 1,350,000 shares of common stock. Goldman,
Sachs & Co. is acting as lead manager in this offering and the co-
managers are Bear, Stearns & Co. Inc., Citigroup, Credit Suisse
First Boston and Lehman Brothers.

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the registration statement
becomes effective.

Copies of the preliminary prospectus relating to the offering may
be obtained from the offices of Goldman, Sachs & Co., 85 Broad
Street, New York, NY 10004.

The timing and pricing of the offering are subject to market

SPEIZMAN INDUSTRIES: Red Ink Continued to Flow in Fourth Quarter
Speizman Industries, Inc. (Nasdaq: SPZN) reported a net loss of
$383,000 or $0.12 per share for its fourth quarter ended June 28,
2003 versus a net loss of $661,000 or $0.20 per share in the prior
year's fourth quarter.  

For the twelve-month period, the Company had a net loss of
$296,000 or $0.09 per share in fiscal 2003 compared to a net loss
of $5.3 million or $1.64 per share in fiscal 2002.

Revenues for the fourth quarter decreased to $14.5 million in
fiscal 2003 from $16.9 million in fiscal fourth quarter 2002.  
Revenues for the Company's textile division decreased 27% to $6.7
million in the fourth quarter of 2003 compared to $9.3 million in
the fourth quarter of 2002.  The decreased revenues reflect a
reduction in sales of new equipment as companies continued to
delay the purchase of capital goods in the fourth quarter.  
Revenues for the laundry division increased to $7.8 million in the
fourth quarter 2003 compared to $7.6 million in the fourth quarter
of 2002.  Revenues for the full year increased 9.5% to $62.5
million in fiscal 2003 from $57.1 million in fiscal 2002.

Gross profit decreased to $2.3 million in the fourth quarter of
fiscal 2003 from $2.5 million in fiscal fourth quarter 2002.  As a
percentage of sales, gross profit increased to 15.9% from 14.6%.  
The improved margin percentage reflects a reduction in service
related salaries that are included in cost of sales for both
divisions and to an increase in parts sales in the textile

Selling expenses decreased in the fourth quarter of 2003 to $1.0
million (7.2% of net revenues) from $1.1 million (6.7% of net
revenues) in the prior year's fiscal fourth quarter.  The increase
as a percent of net revenues reflects expenses incurred in the
fourth quarter of 2003 related to a trade show held every three

General and administrative expenses decreased to $1.3 million
(8.8% of net revenues) in the fourth quarter of 2003 from $1.6
million (9.4% of net revenues) in 2002.  The reduction is
primarily due to reduced salaries and bad debts in fiscal 2003.

Interest expense increased to $398,000 in the fourth quarter of
fiscal 2003 from $394,000 in 2002.

Robert S. Speizman, President and Chief Executive Officer of
Speizman Industries, commented, "We are very pleased to see the
improvement in our operating results for fiscal 2003 over last
year.  Although we did not achieve our goal of profitability for
the entire year, we were profitable for two quarters and succeeded
in reducing our operating expenses by almost $3.0 million in
fiscal 2003.

"In the fourth quarter of this year, we experienced a slowdown in
the sales of new equipment in the sock knitting division as
customers delayed decisions for capital spending due to concerns
about imports from foreign manufacturers.  This slowdown is
reflected in our equipment backlog of $3.7 million at the end of
August.  In August 2002, our backlog was $18.9 million.  However,
we have experienced a slight increase in signed orders for the
laundry division recently and hope that will continue."

Speizman Industries is a leader in the sales and distribution of
specialized industrial machinery, parts and equipment.  The
Company acts as exclusive distributor in the United States,
Canada, and Mexico for leading Italian manufacturers of textile
equipment and is a leading distributor in the United States of
industrial laundry equipment representing several United States

As reported in Troubled Company Reporter's April 7, 2003 edition,
Speizman Industries, effective March 31, 2003, entered into a
Sixth Amendment and Forbearance Agreement relating to its credit
facility with SouthTrust Bank, extending the maturity date until
December 31, 2003. The credit facility as amended provides a
revolving credit facility up to $10.0 million and an additional
line of credit for issuance of documentary letters of credit up to
$7.5 million. The availability under the combined facility is
limited to a borrowing base as defined by the bank. The Company,
as of March 31, 2003, had borrowings with SouthTrust Bank of $4.8
million under the revolving credit facility and had unused
availability of $2.5 million.

SUN HEALTHCARE: Wants Additional Time to Challenge Claims
Sun Healthcare Group, Inc., and its debtor-affiliates ask the
Court to extend their deadline to file objections to claims
asserted in their cases, through and including December 15, 2003.  
According to the Debtors, this will give them sufficient time to
complete the evaluation of, and objections to, all outstanding

Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
in Wilmington, Delaware, explains that the Debtors have
diligently reviewed, analyzed, objected to, and reconciled a
significant volume of the claims filed in these cases.  Mr.
Silberglied reports that there has been a recent turnover of
their personnel.  The Debtors also ceased the services of Arthur
Andersen, who aided in their claims analysis.  The Claims review
and objection process has not proceeded as quickly as

Mr. Silberglied assures the Court that the extension is not meant
to cause delay or to prejudice claimants.  The Debtors will
continue to pursue timely and efficient resolution of remaining

Judge Fitzgerald will convene a hearing on October 27, 2003 to
consider the Debtors' request.  By application of Del.Bankr.LR
9006-2, the Debtors' Claims Objection Deadline is automatically
extended through the conclusion of that hearing. (Sun Healthcare
Bankruptcy News, Issue No. 59; Bankruptcy Creditors' Service,
Inc., 609/392-0900)   

UNIFI: Likely Net Loss Prompts S&P's Outlook Revision to Neg.
Standard & Poor's Ratings Services revised its outlook on textile
manufacturer Unifi Inc. to negative from stable. At the same time,
the company's 'BB' corporate credit and its 'BB' senior unsecured
debt ratings were affirmed.

"The outlook revision follows Unifi's recent announcement that it
expects to incur a net loss in the range of approximately $5
million to $8 million for the September 2003 quarter," said
Standard & Poor's credit analyst David Kang. "This contrasts with
the company's net income of $4.3 million for the same quarter last
year. The expected decline in profitability is due to the
continuing erosion of average unit prices and volumes as the
effects of weak economic conditions, Asian imports, and excess
supply chain inventories continue to affect textile and apparel

Standard & Poor's is concerned that Unifi's financial performance
will continue to be pressured by challenging business conditions
in the intermediate term.

Total debt outstanding at June 29, 2003, was about $267 million.

The speculative-grade ratings on Unifi Inc. reflect the company's
narrow business focus, highly competitive market conditions, and
fundamental changes in industry dynamics that have hurt operating
performance. These factors are somewhat mitigated by the company's
leading market position and diverse end-use markets, as well as
its moderate financial profile.

UNITED AIRLINES: Generated Positive Cash Flow in August
UAL Corporation (OTC Bulletin Board: UALAQ), the holding company
whose primary subsidiary is United Airlines, filed its August
Monthly Operating Report with the United States Bankruptcy Court,
and reported that the Company had a net income for August of $68
million, excluding reorganization expenses of $114 million. The
majority of reorganization expenses were non-cash items resulting
from the rejection of aircraft. Operating profit for the month was
$105 million. UAL continued to generate positive cash flow during
the month, and the Company met the requirements of its debtor-in-
possession financing for the seventh straight month.

"United delivered another very encouraging month, operationally
and financially, particularly in achieving net income of $68
million," said United's executive vice president and chief
financial officer, Jake Brace. "United's systemwide passenger unit
revenue for August improved 15% year-over- year, with yield up 10%
year-over-year, both well ahead of industry averages for the
month. We met the requirements of our DIP financing covenants for
August and expect to meet them for September, as well. Bookings
are better than expected as we move into the Fall-Winter season.
United has been working very hard to achieve these positive
results, and we are all looking ahead to the Company's emergence
from bankruptcy."

UAL again improved its cash position for the month, ending August
with a cash balance of approximately $2.4 billion, which included
$698 million in restricted cash (filing entities only). UAL began
August with a cash balance of approximately $2.3 billion, which
included $714 million in restricted cash (filing entities only).
The Company's cash balance increased approximately $109 million
for the month or approximately $4 million per day.

UAL met the requirements of its covenants for DIP financing in
August. As part of its DIP financing agreements, UAL's lenders
required the Company to achieve a cumulative EBITDAR (earnings
before interest, taxes, depreciation, amortization and aircraft
rent) loss of no more than $219 million between December 1, 2002
and August 31, 2003.

               Operational Performance Excellent
            Despite Challenging Weather and Blackout

"In addition to the challenging weather conditions, especially
heavy thunderstorms, we always must face this time of year, August
also was impacted by the blackout of the electrical grid in much
of the Northeastern U.S. and Canada," said Pete McDonald, United's
executive vice president - Operations. "United employees once
again excelled at their jobs, helping our passengers manage
through the delays and rebooking caused by the blackout. Our
overall operational performance remained remarkably high despite
the challenges." United's flight completions was 98.8% for August
and arrivals within 14 minutes of schedule remained high at 81.7%.

     Innovative Marketing Continues with "Go Go Stay" Campaign

"United is continuing to re-engage our customers through an
inventive, attention-grabbing marketing and sales campaign," said
United's executive vice president - Customer, John P. Tague. "The
Company's August 'Go Go Stay' promotion was enthusiastically
received by customers and, looking forward, booked load factor is
currently ahead of last year. Although much work remains to be
done, we are certainly encouraged by the improvement in United's
revenue performance. This would not be possible but for the
tremendous efforts United's employees are making day-in and day-
out to simply run a great airline."

United and United Express operate more than 3,300 flights a day on
a route network that spans the globe. News releases and other
information about United may be found at the company's Web site at

UNITED DEFENSE: Carlyle Evaluating Alternatives re Investment
Global private equity firm, The Carlyle Group, issued the
following statement regarding its ownership of shares in United
Defense Industries (Fitch, BB Senior Secured Credit Facilities
Rating, Positive).

Several recent news articles implied that The Carlyle Group has
plans to sell its remaining shares in United Defense Industries.
This is incorrect. Statements made by a Carlyle official were
taken out of context. At this time, Carlyle has no present
intention to sell any shares in United Defense and is not able to
do so until expiration of a lock-up agreement on October 29, 2003.

As a financial investor, Carlyle continually evaluates its
alternatives with respect to all of its investments and eventually
exits each of its investments, though at this time Carlyle has no
present intention to exit its investment in United Defense.
Following expiration of the existing lock up agreement, Carlyle
may retain its stake in United Defense or may, from time to time,
sell all or part of its shares in United Defense, depending on the
prevailing market conditions and other factors.

URS CORP: Carlyle Group Sells 7 Million of URS Corp. Shares
URS Corporation (NYSE: URS) announced that The Carlyle Group,
through its affiliate TCG Holdings, L.L.C., has sold 7,064,033
shares of the Company's currently outstanding common stock for
gross proceeds to such stockholder before expenses of
$135,982,635. Morgan Stanley, Credit Suisse First Boston, Lehman
Brothers, D. A. Davidson & Co. and Morgan Joseph & Co. Inc. acted
as underwriters for the offering. URS has granted the underwriters
an option to purchase up to 1,059,605 shares from the Company to
cover over-allotments, if any. Blum Capital Partners, L.P.
declined to participate in the sale.

A copy of the prospectus supplement and prospectus relating to the
offering may be obtained from Morgan Stanley & Co. Incorporated,
Prospectus Department, 1585 Broadway, New York, N.Y. 10036. These
documents are being filed with the Securities and Exchange
Commission and will be available over the Internet at the SEC's
Web site at  

A registration statement relating to these securities has been
filed with the Securities and Exchange Commission and is

URS Corporation (S&P, BB- Senior Secured Bank Loan Rating) offers
a broad range of planning and design, program and construction
management, systems engineering and technical assistance, and
operations and maintenance services for transportation, hazardous
waste, industrial processing and petrochemical, general building,
water/wastewater, military facilities and equipment platforms, and
security projects. Headquartered in San Francisco, the Company
operates in more than 20 countries with more than 25,500 employees
providing engineering services to federal, state and local
governmental agencies as well as private clients in the chemical,
manufacturing, pharmaceutical, forest products, mining, oil and
gas, and utilities industries --

USG CORP: Plan Filing Exclusivity Extended Until March 1, 2004
USG Corporation and its debtor-affiliates obtained the Court's
approval extending their Exclusive Periods for the fifth time. The
Court gave the Debtors the exclusive right to file a Plan until
March 1, 2004, and the exclusive right to solicit acceptance of
that Plan from creditors until May 1, 2004. (USG Bankruptcy News,
Issue No. 53; Bankruptcy Creditors' Service, Inc., 609/392-0900)

WALL STREET STRATEGIES: Voluntary Chapter 11 Case Summary
Debtor: Wall Street Strategies Corporation
        80 Broad Street 31st Floor
        New York, New York 10004

Bankruptcy Case No.: 03-16029

Debtor affiliates filing separate chapter 11 petitions:

   Entity                          Case No.         Date Filed
   ------                          --------         ----------
   Wall Street Strategies, Inc.    03-11415         09/12/2003

Type of Business: Wall Street Strategies Corporation is the parent
                  of Wall Street Strategies, Inc. who is an
                  independent stock research company that sells
                  independent subscription based, stock market

Chapter 11 Petition Date: September 24, 2003

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Earl A. Rawlins, Esq.
                  Rawlins and Gibbs
                  271 W. 125th Street
                  Suite 316
                  New York, NY 10027
                  Tel: (212) 222-7005
                  Fax: (212) 222-7187

Total Assets: $1,072,676

Total Debts: $5,148,842

WARNACO: Amends Existing License Agreement with Ralph Lauren
The Warnaco Group, Inc., has amended its existing license
agreement with Polo/Ralph Lauren Corporation for the CHAPS line of
men's sportswear.

The amendment (a) extends the duration of the license beyond its
current term, which expires on December 31, 2008, by adding two
five-year renewal terms up to and through December 31, 2018 and
(b) expands (i) the scope of licensed products to include a
jeanswear collection, activewear and swimwear in addition to the
current sportswear products and (ii) the range of approved
accounts. As part of the amendment, Warnaco will introduce a newly
re-designed CHAPS trademark and logo. The new CHAPS men's line is
scheduled to launch in Fall 2004.  

The Warnaco Group is a manufacturer of intimate apparel, menswear,
jeanswear, swimwear, men's and women's sportswear, better dresses,
fragrances and accessories.

WASHINGTON MUTUAL: Fitch Rates Class B-4 & B-5 Notes at BB/B
Fitch rates Washington mutual Mortgage Securities Corp.'s mortgage
pass-through certificates, series 2003-AR10, as follows:

     -- $2.1 billion classes A-1, A-2, A-3A, A-3B, A-4 - A-7
        and R senior certificates 'AAA';

     -- $22,574,000 class B-1 certificate 'AA';

     -- $17,199,000 class B-2 certificate 'A';

     -- $8,599,000 class B-3 certificate 'BBB';

     -- $3,224,000 class B-4 certificate 'BB';

     -- $3,224,000 class B-5 certificate 'B'.

Fitch does not rate the $5,378,538 class B-6 certificate. The
class B-4, B-5 and B-6 certificates are being offered privately.

The 'AAA' rating on senior certificates reflects the 2.80%
subordination provided by the 1.05% class B-1 certificate, 0.80%
class B-2 certificate, 0.40% class B-3 certificate, 0.15%
privately offered class B-4 certificate, 0.15% privately offered
class B-5 certificate and 0.25% privately offered class B-6

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts. In addition, the ratings
reflect the quality of the mortgage collateral, strength of the
legal and financial structures, and Washington Mutual Mortgage
Securities Corp.'s servicing capabilities as master servicer.
Fitch currently rates Washington Mutual Bank, FA 'RMS2+' for
master servicing.

The mortgage loans provide for a fixed interest rate during an
initial period of approximately five years. Thereafter, the
interest rate will adjust annually based on the weekly average
yield on US Treasury Securities adjusted to a constant maturity of
one year (one-year CMT) plus a margin.

The trust is comprised of one group of 3,227 conventional, 30-year
5/1 hybrid adjustable-rate mortgage loans, with an aggregate
principal balance of $2,149,945,638.93. The loans are secured by
first liens on residential properties. Approximately 86.30% of the
mortgage loans have interest only payments scheduled during the
initial 5-year period, with principal and interest payments
beginning on the first adjustment date. The average principal
balance as of the cut-off date is $666,237. The weighted average
loan-to-value ratio is 63.10% and the weighted average FICO score
is 747. Cash-out and rate/term refinance loans represent 25.92%
and 54.07% of the loan pool, respectively. The State of California
represents the largest portion of the mortgage loans (67.70%). All
other loans represent less than 5% of the loan pool.

The certificates are issued pursuant to a pooling and servicing
agreement dated Sept. 1, 2003 among Washington Mutual Mortgage
Securities Corp., as depositor and master servicer, and Deutsche
Bank National Trust Company, as trustee. For federal income tax
purposes, elections will be made to treat the trust fund as two
real estate mortgage investment conduits.

WCI COMMUNITIES: Price $125 Million Senior Sub. Note Offering
WCI Communities, Inc. (NYSE:WCI), one of Florida's leading
homebuilders and developers of highly amenitized lifestyle
communities, announced the pricing of its offering of $125 million
principal amount of 7-7/8% Senior Subordinated Notes due 2013 to
qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933, as amended, and outside the United States
to non-U.S. investors.

The sale of the Senior Subordinated Notes is subject to customary
closing provisions and is expected to close on September 29, 2003.

The Senior Subordinated Notes have not been registered under the
Securities Act of 1933, as amended, and unless so registered, may
not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws.

Based in Bonita Springs, Florida, WCI (S&P, BB- Corporate Credit
Rating, Stable) has been creating amenity-rich, leisure-oriented
master-planned communities for more than 50 years. WCI's award-
winning communities offer primary, retirement, and second home
buyers traditional and tower home choices with prices from the
mid-$100,000s to more than $10 million and currently feature more
than 600 holes of golf and 1,000 boat slips as well as country
club, tennis and recreational facilities. The company also derives
income from its 28-office Prudential Florida WCI Realty division,
its mortgage and title businesses, and its amenities division,
which operates many of the clubhouses, golf courses, restaurants,
and marinas within its 30 communities. The company currently owns
and controls developable land of approximately 14,000 acres.

For more information about WCI and its residential communities

WCI STEEL: Gets Court Nod to Hire Ordinary Course Professionals
WCI Steel, Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Northern District
of Ohio to continue the employment of the professionals they
utilize in the ordinary course of their businesses.

Before the Petition Date, the Debtors retain professionals in the
ordinary course of their businesses to render services relating

     a) tax preparation and other tax advice;

     b) employee relations and compensation;

     c) legal advice pertaining to various corporate matters;

     d) legal representation for litigation matters; and

     e) other matters requiring the expertise and assistance of

To minimize disruption of business on their way to restructuring,
the Debtors desire to continue to employ and retain the Ordinary
Course Professionals to render similar prepetition services.

The Court also allowed the Debtors to pay the fees and expenses of
the Ordinary Course Professionals as long as it does not exceed a
total of $30,000 per month per professional throughout these
chapter 11 cases.

Headquartered in Warren, Ohio, WCI Steel, Inc., is an integrated
steelmaker producing more than 185 grades of custom and commodity
flat-rolled steels at its Warren, Ohio facility. The Company filed
for chapter 11 protection on September 16, 2003 (Bankr. N.D. Ohio
Case No. 03-44662).  Christine M. Pierpont, Esq., and G.
Christopher Meyer, Esq., at Squire, Sanders & Dempsey, L.L.P.
represents the Debtors in their restructuring efforts.  As of
April 30, 2003, the Company listed $356,286,000 in total assets
and $620,610,000 in total debts.

WESTPOINT STEVENS: Will File Disney License Agreement Under Seal
A significant portion of the WestPoint Stevens Debtors' sales is
derived from licensed, designer trademarks enabling them to
capitalize on well-known consumer brands.  These brands are
supported by their owners with investments for marketing and
advertising.  The Debtors enter into various licensing agreements
to obtain the right to manufacture and sell products incorporating
license trademarks.  The Debtors typically pay licensing and
royalty fees on the sales of licensed products, which are offset
by charging a premium for the established brand.  Consumers tend
to pay a premium for a particular brand because they are seeking
that designer's "lifestyle" look, just as in apparel.

Before the Petition Date, the Debtors entered into a License
Agreement with Disney Enterprises, Inc.  According to John J.
Rapisardi, Esq., at Weil, Gotshal & Manges LLP, in New York, the
License Agreement allows the Debtors to produce Disney brand-name
bedroom and bathroom home fashion products targeted to the
juvenile market in the United States and Canada.  Pursuant to the
License Agreement, the Debtors paid Disney license fees and
yearly royalty fees based on a revenue percentage.

The terms of the License Agreement will end on December 31, 2005.
However, before the Petition Date, Disney decided to exercise its
option to terminate the License Agreement on December 31, 2003
and notified the Debtors that it had not met its performance

Mr. Rapisardi tells the Court that the Debtors derive great
benefits from their relationship with Disney, which is a
successful and respected company.  The Debtors believe that the
termination would have an adverse effect on their ongoing
business operations.  Thus, the Debtors negotiated with Disney
for the continued use of its trademarks.  As a result, the
parties came up with a Letter Agreement dated September 12, 2003
that sets forth terms for a new license agreement.

The Letter Agreement states that the new license agreement would
commence on January 1, 2004 until December 31, 2005.  The new
license agreement will contain a substantial reduction in the
minimum royalty fees due each year.  Further, Disney agreed to
reduce the Debtors' anticipated 2003 royalty shortfall payment
due on December 31, 2003.

Mr. Rapisardi contends that the use of Disney trademarks is
critical to the Debtors' business operations.  Producing and
selling bed and bath products using Disney characters allows the
Debtors to participate in the lucrative juvenile home fashions
market.  Without a license agreement with Disney, the Debtors
would soon have to cease production of goods that have a
potential market in millions of households.

Continuing an essential relationship with Disney for at least an
additional two years will allow the Debtors to benefit from
Disney's perennial popularity through the production and sale of
a wide variety of products featuring popular Disney characters,
Mr. Rapisardi says.

Mr. Rapisardi adds that Section 365(b)(1)(A) of the Bankruptcy
Code prohibits a debtor from assuming an executory contract
unless the debtor cures, or provides adequate assurance of
payment.  The Debtors estimate that the cure amount due Disney
with respect to the assumption of the License Agreement will
total approximately $960,000.

The Debtors believe that assuming the license agreement with
Disney will be invaluable to the continued viability of their
business operations.  Furthermore, the assumption will reduce the
royalty shortfall payment due to Disney as well as minimum yearly
royalty fees called for under the new license agreement.

       Debtors Want to File Disney Agreements Under Seal

Unless the Agreements are filed under seal, Disney is unwilling
to enter into a new license agreement.  Disney consented to
provide copies of the Agreements to the Committee and lenders if
they execute a confidentiality agreement.

Mr. Rapisardi informs Judge Drain that the information contained
in the Agreements constitutes confidential information that is
commercially sensitive.  In the course of its business, Disney
enters into various licensing agreements with third parties,
which are confidential and proprietary in nature.  Mr. Rapisardi
relates that if the information contained in the Agreements were
to become publicly known, Disney's ability to negotiate future
agreements would be compromised.  Mr. Rapisardi contends that
public dissemination of Disney's commercial information would be
very damaging to the company.

Accordingly, Judge Drain authorizes and directs the Debtors to
file copies of the Agreements with the Court under seal.
(WestPoint Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)  

WORLDCOM: Court Clears Settlement Agreement with AT&T Wireless
Worldcom Inc., and its debtor-affiliates obtained the Court's
approval of a Settlement Agreement with AT&T Wireless Services,


Before the Petition Date, the Worldcom Debtors entered into
various service agreements with AT&T Wireless Services, Inc.  
Under these Contracts, each party agreed to purchase
telecommunications services from the other.

The Debtors asserted that AT&T Wireless owes $679,497 in
outstanding debt for prepetition services rendered pursuant to
the Service Agreements.  AT&T Wireless, however, disputed owing
$356,627 of the amount.

On the other hand, AT&T Wireless alleged that the Debtors owed
over $130,000,000 for prepetition services rendered under the
Service Agreements.  AT&T Wireless filed a proof of claim for
the amount.  However, the Debtors disputed owing $80,100,000 of
the debt.

To resolve the disputes, the Debtors and AT&T Wireless negotiated
a settlement agreement.  The parties agreed that AT&T Wireless
would have an allowed claim for $83,442,884 against MCI WorldCom
Network Services, Inc.  For its part, AT&T Wireless agreed to pay
WorldCom $475,000 by wire transfer.  The parties executed mutual
releases in connection with the Service Agreements. (Worldcom
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  

ZI CORP: Expands Reach by Licensing eZiText to Westech Korea
Zi Corporation (Nasdaq: ZICA) (TSX: ZIC), a leading provider of
intelligent interface solutions, announced that Westech Korea,
Inc. (Kosdaq: 36000), a leading Korea-based communications
equipment and electronics manufacturer, has licensed Zi
Corporation's user-friendly eZiText(R) predictive text input
technology for Westech's fixed-wireless handsets designed for use
with a wireless local loop connection. The agreement, which
increases the total number of licensees Zi has with original
design and equipment manufacturers worldwide to more than 80,
calls for Zi to receive an upfront payment and volume-based

Westech has licensed the Zi technology for use in English,
Spanish, Portuguese, Russian, simplified Chinese and traditional
Chinese to serve its worldwide customer base. eZiText provides
users with richer, more personalized text input experiences by
enabling them to easily and quickly compose short messages in
their native language on a handset's limited keyboard.

"We chose Zi for a number of important reasons," said Gregory Kim,
sales director of Westech Korea. "First, our customers want the
kind of easy, personal short messaging capability eZiText offers.
Additionally, embedding eZiText in our handset products is
relatively easy and straightforward, which when coupled with the
superior support provided by Zi, ensures us of timely and cost-
effective implementations."

Kim said Westech will embed the Zi technology in CDMA (Code
Division Multiple Access) WLL handsets for telecom carriers such
as China Unicom. Operators such as Unicom have identified short
messaging service (SMS) as a key specification for their WLL
handset suppliers to deliver since they consider SMS an essential
service offering for the local consumer.  

Gary Mendel, vice president of sales and marketing, Zi
Corporation, said the addition of Westech to Zi's customer base
marks another milestone in Zi's strategy to develop business
relationships with original equipment manufacturers (OEMs) and
telecommunications designers around the world.

"This relationship is a positive for both companies. We offer them
easy to install text input technology in a variety of languages
that localizes the messaging experience and they offer us inroads
into markets all over the world, particularly in the rapidly
growing WLL space," said Mendel.

WLL technology, which offers voice, data and messaging
capabilities, is considered an important advancement in
telecommunications. It provides new and existing telecom carriers
and other types of service providers quick access to emerging and
largely undeveloped new markets and new customers by creating
"last mile" connections through the use of radio signals without
the expense and difficulty associated with the installation of
traditional copper cables used in public telephone networks.
According to research firm commNOW, the worldwide WLL market is
estimated to grow from around 55 million subscribers in 2000 to
about 250 million to 290 million subscribers in 2006.

Headquartered in Incheon, Korea, Westech Korea is a leading
developer and manufacturer of Fixed Wireless Terminals, Digital
Subscriber Line Access Multiplexor, ADSL, TFT-LCD TV/Monitor as
well as Hands Free Car Kits for various kinds of cellular phones.
Westech Korea's shares are listed on the Kosdaq Stock Market under
the ticker number 36000. For more information on the company and
its products, please visit the company's Web site at  

Zi Corporation - is a technology company  
that delivers intelligent interface solutions to enhance the user
experience of wireless and consumer technologies. The company's
intelligent predictive text interfaces, eZiTap(TM) and eZiText,
allow users to personalize the device and simplify text entry
providing consumers with easy interaction for short messaging, e-
mail, e-commerce, Web browsing and similar applications in almost
any written language. eZiNet(TM), Zi's new client/network based
data indexing and retrieval solution, increases the usability for
data-centric devices by reducing the number of key strokes
required to access multiple types of data resident on a device, a
network or both. Zi supports its strategic partners and customers
from offices in Asia, Europe and North America. A publicly traded
company, Zi Corporation is listed on the Nasdaq National Market
(ZICA) and the Toronto Stock Exchange (ZIC).

At March 31, 2003, Zi Corporation's balance sheet disclosed a
working capital deficit of about $2 million.

* Fitch Says Pension Bill Has Impact on Airline Funding Req'ts.
A provision in the defined benefit pension reform bill now under
consideration by the U.S. Senate could have a large impact on U.S.
airline pension funding requirements over the next three years--
potentially deferring billions of dollars in cash outflows.

At a time when the largest U.S. network carriers face a combined
unfunded pension liability in excess of $20 billion, the relief
from so-called deficit reduction contributions included in the
Senate's version of pension reform legislation--approved by the
Senate Finance Committee last week--could help ease airline
liquidity pressures dramatically if it survives in Congressional
debate over the next several weeks. While another pension bill
being considered by the House of Representatives includes no such
provision, it is possible that the deficit reduction contribution
exemption could be passed into law after a compromise is reached
in a House-senate conference committee later this year. Fitch
estimates that as much as $2.5 billion in annual pension
contributions for the U.S. airlines could be pushed back starting
in 2005 as a result of the proposed change.

The House and Senate are expected to act quickly in passing
legislation aimed at establishing rules to be used in calculating
the level of funding in private employer defined benefit plans.
The rules would also determine the size of payments that must be
made by employers if the value of pension plan assets drops
substantially below the present value of benefits to be paid to
retirees and current employees. Much of the debate now centers on
the appropriate interest rate to be used in discounting expected
future benefit amounts to today's dollars. A discount rate tied to
the yield on 30-year Treasury securities now applies, but
authorization for that rate expires at the end of the year,
forcing Congress to move quickly in passing pension reform
legislation. While both the Senate and House bills would allow for
a temporary move to peg the discount rate to high-quality
corporate bond yields, the Senate bill goes much further in its
approach to seriously underfunded plans.

Deficit reduction contributions are made by companies when the
market value of assets in their defined benefit plans drops below
80% of the current pension liability to current and future
retirees. Accelerated 'catch-up' contributions to plans are then
required to ensure that future obligations can ultimately be met,
even after prolonged periods when adverse market developments
undermine the funded status of all pension plans. For the major
U.S. airlines, like companies in many other mature industries, the
combination of poor market returns and declining interest rates
over the past three years has created a situation in which plan
asset values are well below the 80% funding threshold. As of year-
end 2002, the pension plans of the six largest U.S. network
airlines (American, United, Delta, Northwest, Continental and US
Airways) were all funded at less than 65% of the projected benefit
obligation--a common accounting measure of the pension liability.
Since the beginning of the year, however, the industry funding gap
has narrowed as a result of strong plan asset returns and an
increase in interest rates from the historically low levels seen
this spring.

The Senate bill (the National Employee Savings and Trust Equity
Guarantee Act), sponsored by Senate Finance Committee Chairman
Charles Grassley (R-IA), would exempt companies from making
deficit reduction contributions to pension plans for a period of
three years beginning after December 31, 2003. Only companies that
were not required to make deficit contribution payments during
pension plan years beginning in 2000 would be eligible for the
funding exemption. Most major airline plans were near fully-funded
status in 2000 and would therefore be in a position to take
advantage of the exemption. Significantly, the Grassley bill also
ties pension plan discount rates to a blended corporate bond yield
for three years before a five-year transition period during which
a yield curve-based mix of discount rates would be applied in
computing pension liabilities. The increase in the discount rate
would lower the present value of pension obligations, thereby
reducing the level of required cash contributions to plans for all

In the House, Rep. John Boehner (R-OH) has introduced legislation
that would temporarily replace the 30-year Treasury bond yield as
the benchmark for defined benefit pension plan discount rates.
Instead, a corporate bond yield would be used as the benchmark for
two years before a permanent solution to the interest rate issue
can be developed. The Boehner bill is far more limited in its
scope, however, and would not change deficit reduction funding
requirements for employer plans that are significantly
underfunded. The bill reportedly will be considered on the House
floor by the end of the month, and appears to benefit from strong
support from a bipartisan group of co-sponsors.

The bulk of the anticipated required airline pension payments over
the next few years represent deficit reduction contributions
needed to shore up dramatically underfunded positions. In addition
to the adverse trends in asset returns and interest rates, the
funded status of many big-carrier plans has been further
undermined by lucrative labor contracts (signed before the
industry downturn) that drove accrued benefit levels higher. Given
the aggregate level of underfunding in the industry, the financial
impact of a deficit reduction contribution waiver would be
profound. Fitch estimates that the Senate deficit reduction
measure, if approved by Congress and signed into law, could lower
required cash contributions to airline pension plans by as much as
$2.5 billion in 2005 alone.

It is important to note that the exemption provisions in the
Senate bill would offer only temporary relief for the industry,
with a resumption of deficit reduction contribution requirements
after plan years beginning in 2006. Should major carriers exploit
such an exemption without making contributions, normal accrual of
pension liabilities (in the absence of excess market returns)
would necessarily lead to a worsening of the pension funding gap
by the end of the exemption period. Major carriers would still be
forced to consider alternative funding solutions--potentially
involving the contribution of non-cash assets--such as equity in
non-public subsidiaries--to their plans. Northwest Airlines has
already pursued such an option with the approved contribution of
shares in its regional airline Pinnacle to fund part of its
current plan contribution requirement.

The cash flow and liquidity implications of the airline industry's
current underfunded position are particularly severe in light of
the continuing financial challenges confronting the largest hub-
and-spoke carriers. While revenue trends have improved steadily
since April as demand patterns have strengthened, airline balance
sheets remain weak as a result of big increases in debt loads and
the need to fund large operating losses incurred since early 2001.
Even with steady improvement in airline operating profiles
resulting from across-the-board cost cutting and better unit
revenue trends, carriers face substantially higher claims on
operating cash flow through 2006 as a result of large debt
repayment needs and required pension plan funding. Moreover, the
major network carriers face a growing competitive threat from low-
cost carriers which now threaten the ability of the major airlines
to raise average fares. Even if a strong cyclical rebound
materializes over the next few quarters, low-cost competition will
effectively place a cap on industry unit revenue growth, limiting
the cash flow generation capacity of the majors and delaying the
repair of badly-damaged balance sheets.

Airlines with substantially underfunded plans and major unions
continue to lobby for an alternative piece of industry-specific
relief legislation known as the Airline Pension Act of 2003 (H.R.
2719), introduced by Rep. Dave Camp (R-MI). The Camp bill, backed
vigorously by the Airline Pilots Association (ALPA), would
establish a five-year moratorium period during which airlines
would be exempt from making deficit reduction payments to their
plans. After that period, the unfunded liability would be
amortized over 20 years, with interest-only payments required in
the first five years after the moratorium. The bill would also
reinstate the US Airways pilot pension plan, which was terminated
by the airline at the time of its emergence from Chapter 11
bankruptcy in March. The Camp bill takes an industry-specific
approach to pension reform that appears unpalatable to many
members of Congress in the wake of various federal actions to
provide financial support to the industry. At this time, H.R. 2719
appears to lack the broad-based bipartisan support in the House
that would be necessary to ensure passage.

The strong support provided for the Camp legislation by ALPA and
other unions reflects labor's willingness to consider additional
concessions in an effort to safeguard the long-term financial
viability of the major carriers. While the Airline Pension Act
would remove the near-term cash flow risks of deficit reduction
funding, the funding exemption and the extension of the repayment
timetable may ultimately raise the risk of plan insolvency. In
backing the bill, the pilots and other employee groups are
choosing to support the near-term liquidity and capital position
of major airlines--potentially at the expense of the long-term
funded status of their members' pension plans.

* FTI Discussing to Acquire Dispute Advisory Services of KPMG
FTI Consulting, Inc. (NYSE: FCN), the premier national provider of
turnaround, bankruptcy and litigation-related consulting services,
is engaged in substantive discussions with KPMG LLP, the U.S.
accounting and tax firm, to acquire its Dispute Advisory Services

A majority of the DAS partners and principals contemplated to be
part of the transaction have already expressed their intention to
join FTI, subject to consummation of the transaction.

The DAS business assists clients in the analysis and resolution of
all phases of complex disputes in a variety of forums, including
litigation, arbitration, mediation, and other forms of dispute

Detailed terms of the acquisition are being negotiated at this
time between the parties and their representatives. Consummation
of the transaction, which the parties presently intend to occur
during the fourth quarter of 2003, is subject to completion by FTI
of certain due diligence, the negotiation and execution of
definitive purchase, transition services and other agreements, and
the receipt of certain regulatory and third-party approvals and
consents, including the expiration or early termination of
applicable Hart-Scott-Rodino pre-acquisition waiting periods. FTI
presently intends to fund the purchase price and associated
transaction costs from its available cash on hand.

There can be no assurance that any definitive agreement will be
entered into or, if entered into, that a transaction will be

FTI Consulting is a multi-disciplined consulting firm with leading
practices in the areas of turnaround, bankruptcy and litigation-
related consulting services. Modern corporations, as well as those
who advise and invest in them, face growing challenges on every
front. From a proliferation of "bet-the-company" litigation to
increasingly complicated relationships with lenders and investors
in an ever-changing global economy, U.S. companies are turning
more and more to outside experts and consultants to meet these
complex issues. FTI is dedicated to helping corporations, their
advisors, lawyers, lenders and investors meet these challenges by
providing a broad array of the highest quality professional
practices from a single source.

KPMG LLP -- is the Big Four accounting  
and tax firm and the U.S. member firm of KPMG International, whose
member firms have nearly 100,000 professionals, including 6,600
partners, in 150 countries. KPMG LLP provides Forensic services
throughout the United States.

* BOOK REVIEW: Risk, Uncertainty and Profit
Author:  Frank H. Knight
Publisher:  Beard Books
Softcover:  381 pages
List Price:  $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at

The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
can be calculated and insured against, such as the risk of fire.
Uncertainty arises from unpredictable changes in an economy,
such as resources, preferences, and knowledge, changes that
cannot be insured against. Uncertainty, he said "is one of the
fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some
entrepreneurs to earn profits despite this equilibrium.
Entrepreneurs, he said, are forced to guess at their expected
total receipts. They cannot foresee the number of products they
will sell because of the unpredictability of consumer
preferences. Still, they must purchase product inputs, so they
base these purchases on the number of products they guess they
will sell. Finally, they have to guess the price at which their
products will sell. These factors are all uncertain and
impossible to know. Profits are earned when uncertainty yields
higher total receipts than forecasted total receipts. Thus,
Knight postulated, profits are merely due to luck. Such
entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will
eventually turn.

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.


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

Bond pricing, appearing in each Thursday's edition of the TCR, is
provided by DebtTraders in New York. DebtTraders is a specialist
in global high yield securities, providing clients unparalleled
services in the identification, assessment, and sourcing of
attractive high yield debt investments. For more information on
institutional services, contact Scott Johnson at 1-212-247-5300.
To view our research and find out about private client accounts,
contact Peter Fitzpatrick at 1-212-247-3800. Real-time pricing
available at

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 Go 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., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

Copyright 2003.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $675 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                *** End of Transmission ***