TCR_Public/030929.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Monday, September 29, 2003, Vol. 7, No. 192   

                          Headlines

ACTERNA CORP: S.D.N.Y. Court Confirms Plan of Reorganization
ADVANCED GLASSFIBER: Court Approves Amended Disclosure Statement
AIRGATE: S&P Further Junks & Places Credit Rating on Watch Neg.
AKORN INC: Inks $40M Preferred Share and Note Purchase Agreement
ALLEGHENY ENERGY: PwC Expresses Going Concern Doubt

ALLIANCE COMMUNICATIONS: Elzufon Austin Serves as Local Counsel
ALLIED HOLDINGS: S&P Revises Ratings Outlook to Stable from Neg.
AMERICAN GREETINGS: Second-Quarter Net Loss Narrows to $9.7 Mil.
AMERICAN MARKETING: Secures Okay to Pay UPS's Prepetition Claims
ARMSTRONG: Court Okays April 2 Plan Filing Exclusivity Extension

AVAYA: Inks Pact to Acquire Certain VISTA Information Businesses
BAY VIEW CAPITAL: Will Publish Third-Quarter Results on Oct. 21
BRILLIANT DIGITAL: Gets Time Extension to Meet AMEX Requirements
BUDGET GROUP: Court Expunges Various Duplicate & Amended Claims
CALPINE CORP: Unit Prices $300-Million Secured Notes Offering

CALPINE: Closes $50M of Additional CCFC I Secured Notes Offering
CELL-LOC: Investor Group Will Inject Capital & Reorganize Co.
COMM SOUTH: US Trustee Sets Section 341(a) Meeting for Oct. 28
CONE MILLS: Shareholder Committee Nominees Win Board Seats
CONSECO FIN: S&P Takes Ratings Cuts on Two Related Transactions

CONSECO: S&P Initiates Various Rating Actions on Related Trusts
CORAM: Plan Confirmation Hearing Convening on Sept. 30, 2003
COVANTA ENERGY: Settlement of Loss Sharing Litigation Under Plan
DELTA FINANCIAL: Prices $434 Million Asset-Backed Securitization
DRUG EMPORIUM: Taps DJM Asset Mgt. to Market 77 Stores Locations

DVI INC: Wins Interim Approval for $148MM in New DIP Financing
ENRON CORP: Operating Entities and Trusts Upon Plan Effectivity
EXIDE: Exploring New Market Opportunities with Electrovaya
FERRELLGAS PARTNERS: Reports Improved Fiscal Year 2003 Results
FLEMING: Sells Kansas Property to Spartan Real Estate for $1.8M

FLEXTRONICS: Will Take Action to Contest California Jury Verdict
GE HOME EQUITY: Fitch Cuts Class B-1 & B-2 Note Ratings to BB-/C
GLOBAL CROSSING: Seeks Okay for Alcatel Deferred Payment Pact
GLOBAL GOLD: Ex-Auditor's Report Airs Going Concern Uncertainty
GOODYEAR: Fitch's Low-B Debt Ratings Plucked from Watch Negative

HARVEST NATURAL: Closes Sale of 34% Interest in LLC Geoilbent
ICOA INC: Reaches Pact to Restructure $1.5-Mil. Conv. Debentures
IMCO RECYCLING: Proposes $200-Mill. Senior Secured Note Offering
INT'L MULTIFOODS: 2nd Quarter 2004 Results Enter Positive Zone
INVESPRINT: Violates Technical Covenant Under Equipment Lease

ISLE OF CAPRI CASINOS: Will Buy President Casino in St. Louis
IVACO INC: Slashing 115 Jobs at Sivaco Quebec Division
KAISER: Court Clears Prof. McGovern's Engagement as Mediator
LABRANCHE: S&P Affirms Ratings & Revises Outlook to Negative
LEAP WIRELESS: Cricket Wants to Up Deloitte's Fee as Tax Advisor

LEVI STRAUSS: Closing Remaining Manufacturing & Finishing Plants
LEVI STRAUSS: Canada Unit Closing Remaining Manufacturing Plants
LEVI STRAUSS: Fitch Says Plant Closure Will Not Affect Ratings
MAJESTIC STAR: Gets Requisite Consents from 11.653% Noteholders
MAJESTIC STAR: Receives Consents from 10-7/8% Senior Noteholders

METROMEDIAL INT'L: Nasdaq Delists Equity Securities from OTCBB
MICRON TECHNOLOGY: S&P Revises Low-B Ratings Outlook to Stable
NAT'L CENTURY: Plan Provides for Formation of Litigation Trust
NEXTERA ENT.: Enters Pact to Sell Lexecon for $130MM + Debts
NEXTERA ENTERPRISES: FTI Consulting Confirms Lexecon Acquisition

NORTEL NETWORKS: Preferred Share Dividends Payable on Nov. 12
NOVA CHEMS: Q3 Earnings Release & Conference Call on Oct. 22
NRG ENERGY: Wants Disclosure Statement Hearing Set for Oct. 28
NUCENTRIX BROADBAND: Wants Nod to Hire KBA Group as Accountants
PACIFIC GAS: Seeks Approval to Enter into Hedging Transactions

PARTNERS MORTGAGE: Case Summary & 2 Largest Unsecured Creditors
P-COM INC: Renews Credit Facility with Silicon Valley for 1 Year
PILGRIM AMERICA: S&P Places BB+ Class A Rating on Watch Positive
PILLOWTEX: Seeks Court Nod for Key Employee Retention Program
PINNACLE ENTERTAINMENT: Closes $135MM Senior Sub. Notes Offering

PLAINS ALL AMERICAN: Acquires ArkLaTex Pipeline System from EOTT
POGO PRODUCING: S&P Affirms BB Rating on Improved Credit Quality
PORTOLA: Tech Industries Planned Buy-Out Spurs Negative Outlook
PRESIDENT CASINOS: Selling St. Louis Ops. to Nextera for $50MM
QUINTILES TRANSNATIONAL: Completes Merger with Pharma Services

REAL ESTATE SYNTHETIC: S&P Assigns Rating to Series 2003-C Notes
RESI SECURITIES: S&P Assigns Low-B Ratings to Five Note Classes
RITE AID: August 30 Net Capital Deficit Swells to $142 Million
RIVERSTONE NETWORKS: Reports Preliminary Q2 Fiscal 2004 Results
SALEM COMMS: S&P Affirms B+ Long-Term Corporate Credit Rating

SLMSOFT INC: Sues Insight and UBS Capital for $150+ Mil. Damages
SMITHFIELD: Inks Definitive Pact to Sell Schneider to Maple Leaf
SOLECTRON CORP: Narrows Fourth-Quarter Net Loss to $179 Million
SPECIAL METALS: Judge Howard Confirms Plan of Reorganization
STARWOOD HOTELS: Selling Sheraton North Charleston Hotel

SUN HEALTHCARE: Highland Capital Discloses 4.96% Equity Stake
UNIVERSAL HOSPITAL: Commences Tender Offer for 10-1/4% Sr. Notes
US AIRWAYS: Sec. 1110 Modification Deadline Extended to Oct. 23
USG CORP: Court Stretches Lease Decision Period to March 4, 2004  
TYCO: Brings-In Robert W. Frantz as VP, Environment and Health

VARSITY BRANDS: S&P Withdraws Ratings Following Acquisition
WCI STEEL: Appoints Trumbull Group as Notice and Claims Agent
WESTPOINT: Unsecured Panel Turns to Lehman for Financial Advice
WESTPORT RESOURCES: Appoints Beatty, Dole and Semmens to Board
XCEL ENERGY: Delays Preferred Share Dividend Declaration

* Susan Barnes de Resendiz Joins Gardner Carton's Chicago Practice

* BOND PRICING: For the week of September 29 - October 5, 2003

                          *********

ACTERNA CORP: S.D.N.Y. Court Confirms Plan of Reorganization
------------------------------------------------------------
Acterna Corporation announced that the U.S. Bankruptcy Court for
the Southern District of New York has confirmed its Plan of
Reorganization.  Confirmation of the plan, which received
overwhelming support through a vote of its creditors earlier this
week, clears the way for the company's emergence from chapter 11
within 10 days.

"After completing a debt restructuring in only five months -- a
truly remarkable achievement and a testament to the focused
dedication of our employees -- Acterna is ready to move forward as
a re-energized company with a stronger balance sheet," said John
Peeler, Acterna's president and chief executive officer. "We
appreciate the trust and support we enjoyed from our customers and
suppliers throughout this process and look forward to building on
Acterna's long heritage as an innovative provider of
communications test solutions around the globe."

"Acterna's focus is on delivering test solutions that enable our
customers to reduce network operating expenses and achieve greater
productivity," added Peeler. "We are committed to a robust product
development program to help our customers achieve these objectives
and will introduce 12 new products and enhancements over the next
three months alone."

Based in Germantown, Maryland, Acterna Corporation
(OTCBB:ACTRQ.OB) is the holding company for Acterna and da Vinci
Systems. Acterna is the world's second largest communications test
and measurement company. The company offers instruments, systems,
software and services used by service providers, equipment
manufacturers and enterprise users to test and optimize
performance of their optical transport, access, cable, data/IP and
wireless networks and services. da Vinci Systems designs and
markets video color correction systems to the video postproduction
industry. Additional information on Acterna is available at
http://www.acterna.com.


ADVANCED GLASSFIBER: Court Approves Amended Disclosure Statement
----------------------------------------------------------------
Advanced Glassfiber Yarns LLC announced that on September 22,
2003, the U.S. Bankruptcy Court for the District of Delaware
approved its First Amended Disclosure Statement, paving the way
for the Company to commence solicitation of votes for approval of
its First Amended Joint Chapter 11 Plan of Reorganization and
complete its Chapter 11 restructuring. The Reorganization Plan is
supported by the Company's Senior Secured Lenders and the official
committee of unsecured creditors appointed in the Company's
reorganization case.

The amended Reorganization Plan contemplates, among other things,
that approximately $184 million in claims of the Company's senior
secured lenders will be satisfied through a combination of $120
million in new secured notes, cash, and a substantial majority
interest of the common stock of the reorganized company. General
unsecured creditors of the Company and holders of the Company's
approximately $163 million of 9-7/8% senior subordinated notes
will collectively receive their pro rata share of 15% of the
common stock of the reorganized company prior to dilution, plus
warrants that will entitle such holders to receive additional
distributions in certain circumstances in satisfaction of their
claims. No distributions will be made to the Company's equity
holders for their existing equity interests under the
Reorganization plan, and all such equity interests in the Company
will be canceled.

The Court has scheduled a hearing on November 17, 2003 to consider
confirmation of the Reorganization Plan. If confirmed at that
time, the Company would expect to emerge from Chapter 11 by the
end of 2003.

Marc L. Pfefferle, the Company's Chief Restructuring Officer,
stated: "With the Court's approval of our Disclosure Statement,
the timetable for our projected year-end emergence from Chapter 11
remains intact. We are gratified that our Reorganization Plan has
the support of both our senior secured lenders and the official
unsecured creditors committee. Such support should provide the
momentum for a successful solicitation and plan confirmation
process."

Advanced Glassfiber Yarns, headquartered in Aiken, SC, is one of
the largest global suppliers of glass yarns, which are a critical
material used in a variety of electronic, industrial construction
and specialty applications.


AIRGATE: S&P Further Junks & Places Credit Rating on Watch Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Atlanta,
Georgia-based wireless service provider AirGate PCS, Inc. and
placed them on CreditWatch with negative implications. The
corporate credit rating is now CC/Watch Neg/--. The company is a
Sprint PCS affiliate that primarily operates in Southeastern U.S.
and had over 364,000 subscribers at June 30, 2003.

The actions are based on AirGate's proposed financial
restructuring plan, which includes an offer to exchange all of its
outstanding $300 million 13.5% senior subordinated discount notes
due 2009 (which has currently accreted to about $260 million) for
$160 million of new 9.375% senior subordinated secured notes due
2009 and new shares of AirGate PCS common stock estimated to be
about $35 million based on closing-day pricing at Sep. 24, 2003.
The deal also proposes a prepackaged Chapter 11 reorganization
plan that would be executed if at least 98% of bondholders do not
consent to the exchange offer.

"Because the consideration being offered by the company in
exchange for the existing debt represents a discount to its
accreted value, Standard & Poor's would view completion of the
deal as a distressed exchange and tantamount to a default on the
original debt issue terms," explained credit analyst Michael Tsao.
The company's intent to execute a prepackaged Chapter 11
reorganization in order to effect the exchange offer increases
the distressed characteristics of the transaction.

Upon completion of the exchange offering, the corporate credit
rating on AirGate PCS will be lowered to 'SD', denoting a
selective default, and the subordinated debt rating will be
lowered to 'D'. Post restructuring, it may be challenging for
AirGate's corporate credit rating to be rated higher than the
'CCC' category for several reasons. First, despite the modest
deleveraging effect of the exchange offer, the company is expected
to continue having a weak financial risk profile characterized by
aggressive leverage and limited liquidity. Second, there are still
substantial execution challenges relating to a subscriber base
that has about 30% sub-prime credit customers and longer-term
competition from better-capitalized competitors. Third, AirGate
does not own spectrum licenses.

In conjunction with the announced restructuring, AirGate PCS has
reached an agreement with its bank lenders to amend its senior
secured credit facility and obtain needed consent. At Aug. 8,
2003, the unrated $153.5 million facility was fully drawn. The
amendment 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, in part, on
the consummation of the restructuring plan.


AKORN INC: Inks $40M Preferred Share and Note Purchase Agreement
----------------------------------------------------------------
Akorn, Inc. has entered into a Preferred Stock and Note Purchase
Agreement with a group of insider and outsider investors,
including Dr. John Kapoor and Arjun Waney.

As part of the purchase agreement, Akorn expects to receive an
infusion of up to $40.5 million in new capital consisting of $25.7
million in Series A 6% Participating Convertible Preferred Stock
and Warrants, a $2.8 million subordinated promissory note and up
to $12.0 million in senior secured debt from LaSalle Bank National
Association. The new capital will be used to retire Akorn's
outstanding senior bank debt and provide the Company with up to
$6.0 million in working capital. The consummation of the
transactions contemplated by the purchase agreement would result
in the investors owning approximately 76% of Akorn's common stock
on a fully-diluted basis. If all of the conditions to the
consummation of the transaction are satisfied, the closing is
expected to occur on or before October 10, 2003.

At the closing of this transaction, the investors would purchase
for cash all of Akorn's outstanding senior debt from The Northern
Trust Company. Immediately after such purchase, the investors
would exchange all of the senior debt for (i) 257,172 shares of
Akorn's Series A 6% Participating Convertible Preferred Stock, a
new series of preferred stock that will be convertible into shares
of Akorn common stock at $.75 per share, (ii) subordinated notes
of Akorn in the principal amount of approximately $2.8 million,
(iii) warrants to purchase an aggregate of 8,572,400 shares of
Akorn's common stock, with an exercise price of $1.00 per share,
and (iv) $6,000,000 in cash. Akorn will also issue to the holders
of the Notes warrants to purchase 100,000 shares of common stock
of Akorn for every $1.0 million of principal amount of the Notes,
with an exercise price of $1.10 per share.

Under the terms of the purchase agreement, at the closing of this
transaction, Akorn would engage LaSalle Bank as Akorn's new senior
secured lender, providing Akorn with a $7.0 million term loan and
a revolving line of credit of up to $5.0 million to provide for
working capital needs. This new debt would be guaranteed by
certain investors. In exchange for this guaranty, Akorn would pay
a guarantee fee to the guarantors in the form of additional
warrants to purchase 960,000 shares of Akorn's common stock on the
closing date and annually thereafter an additional 80,000 shares
of Akorn's common stock for every $1.0 million of principal amount
guaranteed under this new debt facility, with an exercise price of
$1.10 per share.

Akorn believes that this new line of credit and cash flow from
operations will be sufficient to operate its business. However, if
the new line of credit and cash flow from operations are not
sufficient to fund the operation and growth of Akorn's business,
Akorn will be required to seek additional financing. Such
additional financing may not be available when needed or on terms
favorable to Akorn and its shareholders. Any such additional
financing, if obtained, will likely require the granting of
rights, preferences or privileges senior to those of the common
stock and result in additional dilution of the existing ownership
interests of the common stockholders.

The closing of the transactions contemplated by the purchase
agreement is subject to (i) the satisfactory completion of due
diligence by LaSalle Bank, (ii) consents from Akorn's subordinated
lenders, and (iii) such other conditions to closing as are set
forth in the purchase agreement. Failure to meet any of these
requirements may result in a termination of the purchase
agreement. If the purchase agreement is terminated, Akorn may need
to seek relief from its creditors in bankruptcy.

ABOUT AKORN, INC. Akorn, Inc. manufactures and markets sterile
specialty pharmaceuticals, and markets and distributes an
extensive line of pharmaceuticals and ophthalmic surgical supplies
and related products. Additional information is available on the
Company's Web site at http://www.akorn.com  

                          *   *   *

                    Going Concern Uncertainty

In Akorn's most recent Form 10-Q filed with SEC, the Company
reported:

"The [Company's] financial statements have been prepared on a
going concern basis, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course
of business. Accordingly, the financial statements do not
include any adjustments relating to the recoverability and
classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.

The Company experienced losses from operations in 2002, 2001 and
2000 and has a working capital deficiency of $29.4 million as of
March 31, 2003. The Company also is in default under its
existing credit agreement and is a party to governmental
proceedings and potential claims by the Food and Drug
Administration that could have a material adverse effect on the
Company. Although the Company has entered into a Forbearance
Agreeement with its senior lenders, is working with the FDA to
favorably resolve such proceeding, has appointed a new interim
chief executive officer and implemented other management changes
and has taken steps to return to profitability, there is
substantial doubt about the Company's ability to continue as a
going concern. The Company's ability to continue as a going
concern is dependent upon its ability to (i) continue to finance
it current cash needs, (ii) continue to obtain extensions of the
Forbearance Agreement, (iii) successfully resolve the ongoing
governmental proceeding with the FDA and (iv) ultimately
refinance its senior bank debt and obtain new financing for
future operations and capital expenditures. If it is unable to
do so, it may be required to seek protection from its creditors
under the federal bankruptcy code.

"While there can be no guarantee that the Company will be able
to continue to generate sufficient revenues and cash flow from
operations to finance its current cash needs, the Company
generated positive cash flow from operations in 2002 and for the
period from January 1 through April 30, 2003. As of April 30,
2003, the Company had approximately $400,000 in cash and
equivalents and approximately $1.4 million of undrawn
availability under its second line of credit described below.

"There can also be no guarantee that the Company will
successfully resolve the ongoing governmental proceedings with
the FDA. However, the Company has submitted to the FDA and begun
to implement a plan for comprehensive corrective actions at its
Decatur, Illinois facility.

"Moreover, there can be no guarantee that the Company will be
successful in obtaining further extensions of the Forbearance
Agreement or in refinancing the senior debt and obtaining new
financing for future operations. However, the Company is current
on its interest payment obligations to its senior lenders,
management believes that the Company has a good relationship
with its senior lenders and, as required, the Company has
retained a consulting firm, submitted a restructuring plan and
engaged an investment banker to assist in raising additional
financing and explore other strategic alternatives for repaying
the senior bank debt. The Company has also added key management
personnel, including the appointment of a new interim chief
executive officer and vice president of operations, and
additional personnel in critical areas, such as quality
assurance. Management has reduced the Company's cost structure,
improved the Company's processes and systems and implemented
strict controls over capital spending. Management believes these
activities have improved the Company's profitability and cash
flow from operations and improve its prospects for refinancing
its senior debt and obtaining additional financing for future
operations.

"As a result of all of the factors cited in the preceeding
paragraphs, management of the Company believes that the Company
should be able to sustain its operations and continue as a going
concern. However, the ultimate outcome of this uncertainty
cannot be presently determined and, accordingly, there remains
substantial doubt as to whether the Company will be able to
continue as a going concern. Further, even if the Company's
efforts to raise additional financing and explore other
strategic alternatives result in a transaction that repays the
senior bank debt, there can be no assurance that the current
common stock will have any value following such a transaction.
In particular, if any new financing is obtained, it likely will
require the granting of rights, preferences or privileges senior
to those of the common stock and result in substantial dilution
of the existing ownership interests of the common stockholders."


ALLEGHENY ENERGY: PwC Expresses Going Concern Doubt
---------------------------------------------------
Allegheny Energy, Inc. (NYSE: AYE) has completed its comprehensive
financial review and has filed its 2002 Form 10-K.

                       Financial Results

The Company reported a consolidated net loss of $632.7 million for
2002, compared with net income of $417.8 million for 2001. The
Company's results of operations for 2002 were reduced by $130.5
million (net of income taxes), reflecting the cumulative effect of
the accounting change associated with the adoption of Statement of
Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other
Intangible Assets." The results for 2001 were reduced by $31.1
million (net of income taxes), reflecting the cumulative effect of
the accounting change associated with the adoption of SFAS No.
133, "Accounting for Derivative Instruments and Hedging
Activities." Before the cumulative effect of an accounting change,
the consolidated loss for 2002 was $502.2 million, as compared
with consolidated income before the cumulative effect of an
accounting change of $448.9 million for 2001.

The decrease in 2002 earnings was primarily due to lower net
revenues of $1,029.8 million in excess generation and trading,
resulting primarily from weak wholesale energy markets and
unrealized losses in 2002 versus unrealized gains in 2001 from
energy trading activities. Certain other items which affected 2002
income included:

-- Charges related to impairment of generation projects - $244.0
   million ($149.2 million net of tax);

-- Charges related to workforce reduction - $107.6 million ($64.8
   million net of tax);

-- Charges related to impairment of unregulated investments -
   $44.7 million ($26.5 million net of tax);

-- An increase to loss from adjustments related to prior years'
   accounting errors - $29.5 million ($20.1 million net of tax);

-- Loss on sale of business before effect of minority interest -    
   $31.5 million ($18.8 million net of tax);

-- Charges related to restructuring and related asset impairment -
   $28.9 million ($17.8 million net of tax); and

-- Gains on Canaan Valley land sales - $22.4 million ($18.2
   million net of tax).

At December 31, 2002, the Company's restated balance sheet shows
that its total current liabilities exceeded its total current
assets by about $5 billion.

Since the Company and certain of its subsidiaries are not current
with their financial reporting, they are not in compliance with
certain reporting covenants in certain debt agreements. This non-
compliance has resulted in the reclassification of approximately
$3.7 billion of long-term debt to current debt on the Company's
consolidated balance sheet for 2002. As a result, the Company has
received a modified opinion from PricewaterhouseCoopers LLP, the
Company's independent auditors, that indicates there is
substantial doubt about the Company's ability to continue as a
going concern. Since the Company expects to file its Form 10-Q
quarterly financial reports for 2003 during the fourth quarter of
this year, it would, therefore, expect at such time to be in
compliance with its financial reporting covenants. At this time,
the Company believes that its cash-on-hand and cash flows will be
adequate to meet its payment obligations under debt agreements and
to fund other working capital needs in 2003.

Paul J. Evanson, Chairman, President, and Chief Executive Officer
of Allegheny Energy, said, "While 2002 was a difficult year for
the Company, we have already taken a number of actions to improve
Allegheny's situation. We have made substantial management
changes, completed key financing transactions, largely exited from
Western energy markets, sold certain assets, undertaken
restructuring and cost-cutting initiatives, and began improving
internal controls. While this is meaningful progress, we still
have major challenges ahead of us.

"Our focus today is on returning to the fundamentals of our
business," added Evanson. "Our top priorities are clear -
strengthen liquidity, improve internal controls, establish an
outstanding management team, reduce debt, and build on the
strengths of our core energy supply and delivery businesses. We
are working intensely on each of these areas."

                  Comprehensive Financial Review

Since the third quarter of 2002, the Company has undertaken a
comprehensive and extended review of its financial information and
internal controls and procedures. This review included continuous
efforts by the Company's management and directors and extensive
involvement of its independent auditors, as well as other outside
services firms. Based upon the results of this review and the
performance of additional procedures, the Company and its auditors
were able to complete the 2002 audit and, in that connection,
determine that no restatement of prior years' earnings was
necessary. Errors related to prior years that were identified as
part of this review, aggregating approximately $20.1 million (net
of income taxes), have been recorded as an increase to net loss in
the first quarter of 2002.

Allegheny Energy has implemented corrective actions to improve
internal controls and to strengthen disclosure and reporting
processes as further described in its 2002 Form 10-K. Allegheny
Energy will continue to institute changes in its financial
reporting policies and procedures and improve its internal
controls structure.

               Generation and Marketing Segment

The Generation and Marketing segment reported a loss before the
cumulative effect of an accounting change for 2002 of $586.3
million, as compared with income before the cumulative effect of
an accounting change of $261.4 million for 2001. The decrease in
2002 earnings was primarily due to lower net revenues of $1,029.8
million in excess generation and trading, resulting primarily from
weak wholesale energy markets and unrealized losses in 2002 versus
unrealized gains in 2001 from energy trading activities. The
Generation and Marketing segment also recorded asset impairment
charges of $149.2 million (net of income taxes) for the impairment
of generation projects during 2002. This segment also included a
charge of $34.4 million (net of income taxes) for workforce
reduction costs, as well as $17.4 million (net of income taxes)
for restructuring charges and related asset impairment.

                  Delivery and Services Segment

The Delivery and Services segment reported income before the
cumulative effect of an accounting change for 2002 of $84.1
million, as compared with income before the cumulative effect of
an accounting change of $187.5 million for 2001. The Delivery and
Services segment recorded charges of $26.5 million (net of income
taxes) for impairment writedowns of certain unregulated
investments and $18.8 million (net of income taxes) for the loss
on the sales of Fellon-McCord & Associates, Inc. and Alliance
Energy Services, LLC. The segment also recorded a charge of $30.4
million (net of income taxes) for workforce reduction costs.

With headquarters in Hagerstown, Md., Allegheny Energy (Fitch, BB-
11-7/8% Convertible Debt and Preferred Share Ratings) is an
integrated energy company with a balanced portfolio of businesses,
including Allegheny Energy Supply, which owns and operates
electric generating facilities and supplies energy and energy-
related commodities, and Allegheny Power, which delivers low-cost,
reliable electric and natural gas service to about three million
people in Maryland, Ohio, Pennsylvania, Virginia, and West
Virginia. More information about the Company is available at
http://www.alleghenyenergy.com   


ALLIANCE COMMUNICATIONS: Elzufon Austin Serves as Local Counsel
---------------------------------------------------------------
Alliance Communications, LLC and its debtor-affiliates are seeking
for the U.S. Bankruptcy Court for the District of Delaware's
approval of the application to employ Elzufon Austin Reardon
Tarlov & Mondell, PA as local counsel because of the Firm's
knowledge in the field of debtors' and creditors' rights under
Chapter 11 of the Bankruptcy Code.

In preparing for these Chapter 11 cases, the Firm has become
familiar with the Debtors' business and affairs as well as many of
the potential legal issues that may arise in their cages.
Accordingly, the Debtors believe that the Firm is both well-
qualified and uniquely able to represent them in this Chapter 11
case in an efficient and timely manner.

As local counsel, Elzufon Austin is expected to:

     a) provide legal advice with respect to the Debtors' powers
        and duties as debtors and debtors-in-possession in the
        continued operation of their business and management of
        their assets;

     b) assist the Debtors in maximizing the value of their
        assets for the benefit of all creditors and other
        parties in interest;
     
     c) commence and prosecute any and all necessary and
        appropriate actions and/or proceedings on behalf of he
        Debtors and their assets;

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

     e) appear in Court to represent and protect the interests
        of the Debtors and their estates; and

     f) perform all other legal services for the Debtors that
        may be necessary and proper in these Chapter 11
        proceedings.

The professionals who will be responsible in this engagement and
their current hourly rates are:

          William D. Sullivan       $240 per hour
          Charles J. Brown III      $210 per hour
          Renee D. Veney            $135 per hour
          Michael P. Young          $ 75 per hour

Headquartered in Denver, Colorado, Alliance Communications, LLC is
a cable television operator.  The Company filed for chapter 11
protection on September 8, 2003 (Bankr. Del. Case No. 03-12776).  
William David Sullivan, Esq., at Elzufon Austin Reardon Tarlov &
Mondell PA represents the Debtors in their restructuring efforts.  
When the Company filed for protection from its creditors, it
listed estimated assets of more than $50 million and debts of over
$100 million.


ALLIED HOLDINGS: S&P Revises Ratings Outlook to Stable from Neg.
----------------------------------------------------------------  
Standard & Poor's Ratings Services revised its outlook on Allied
Holdings Inc. to stable from negative. At the same time, Standard
& Poor's affirmed its 'B' corporate credit rating on the company
and raised its senior unsecured rating to 'B-' from 'CCC+'.

"The outlook revision reflects recent favorable developments
including implementation of various cost reduction initiatives,
ratification of labor agreements with the U.S. and Canadian
Teamsters unions, and amendment of its bank agreement, which
improved liquidity," said Standard & Poor's credit analyst Kenneth
L. Farer. "The upgrade on the company's $150 million senior
unsecured notes to one notch below the company's corporate credit
rating reflects the decrease in the outstanding secured debt that
would rank ahead of senior unsecured creditors in the event of
bankruptcy," he continued.

The ratings reflect Decatur, Georgia-based Allied Holdings Inc.'s
weak financial flexibility, aggressively leveraged capital
structure, and concentrated end customer base. Allied's dominant
position as the largest North American motor carrier of new
vehicles and improving operating performance partially offsets
these negative credit aspects. Although Allied's specialized fleet
delivers approximately 60% of new vehicles in North America, it
faces intense competitive pressure on the rates it charges because
of competition from other specialty carriers for short-distance
trips and major railroads for long-distance trips. The company
also faces continued pricing pressure from the large auto
manufacturers, which represented 87% of 2002 revenues. In
addition, revenues for 2003 have been negatively affected by
reduced automobile production levels, a shift in mix toward larger
vehicles, and higher fuel prices.

Since 2001, the company has reduced its operating costs through
the closure of unprofitable terminals and worker productivity
initiatives, including reductions in cargo damage, injuries, and
traffic accidents, which have more than offset the decline in
revenue. In March 2003, the company entered into a new three-year
agreement with the Teamster Union in Canada, including provisions
to keep wages frozen for the first two years of the agreement. In
June, the company began operating under a new five-year agreement
with the Teamsters in the U.S., which also includes provisions to
keep wages frozen for the first two years of the agreement.
Health, welfare, and pension contributions under the contracts
will increase. As a result of these initiatives, operating margins
have improved to approximately 8% for the first six months of
2003, compared with about 4% in 2001, with further modest
improvements expected.


AMERICAN GREETINGS: Second-Quarter Net Loss Narrows to $9.7 Mil.
----------------------------------------------------------------
American Greetings Corporation (NYSE: AM) reported results in line
with its estimate for the second quarter of fiscal 2004.

American Greetings realized a net loss of $9.7 million on net
sales of $403.5 million, for the fiscal 2004 second quarter ended
Aug. 31, 2003. These results compare to a net loss of $15.8
million on net sales of $396.9 million in the second quarter last
year. The Corporation historically realizes a net loss in its
second quarter because of the seasonal nature of its business.

The Corporation reported net income of $10.0 million on net sales
of $857.9 million, for the first half of fiscal 2004. This
compares to net income of $28.7 million on net sales of $881.1
million, for the same period last year. Last year's first-half
results include a $12 million pretax gain from the sale of an
equity investment.

EBITDA for the second quarter of fiscal 2004 was $17.6 million,
compared to $10.3 million in the second quarter of fiscal 2003.
EBITDA for the trailing four quarters ended Aug. 31, 2003, was
$313.1 million, compared to EBITDA for the year-ago trailing four
quarters of $339.1 million. EBITDA represents a non-GAAP financial
measure, and is presented because certain of the Corporation's
credit agreement covenants incorporate EBITDA as a component of
their calculations. A table reconciling EBITDA to the appropriate
GAAP measure is included in the notes to this release.

                 Management Comments and Outlook

"Our second-quarter performance is in line with our projections,"
said Chief Executive Officer Zev Weiss. "We had a meaningful
improvement in our second-quarter results, due in part to our
focus on cost management. Our cost management efforts included
supply chain benefits that offset their related costs within the
quarter. We are pleased with the progress of the supply chain
initiative to date. We are also pleased with the progress we are
making in the conversion of 1,400 stores for a major account, a
project that is on budget and on schedule for completion before
calendar year end due to the exceptional effort of our
associates."

American Greetings projects earnings per share of 68 cents to 73
cents for the third quarter of fiscal 2004. The Corporation
realized earnings per share of 62 cents for the third quarter of
fiscal 2003.

American Greetings Corporation (NYSE: AM) (S&P, BB+ Subordinated
Debt Rating, Stable) is one of the world's largest manufacturers
of social expression products. Along with greeting cards, its
product lines include gift wrap, party goods, reading glasses,
candles, stationery, calendars, educational products, ornaments
and electronic greetings. Located in Cleveland, Ohio, American
Greetings generates annual net sales of approximately $2 billion.
For more information on the Corporation, visit
http://corporate.americangreetings.com  


AMERICAN MARKETING: Secures Okay to Pay UPS's Prepetition Claims
----------------------------------------------------------------
American Marketing Industries, Inc., is seeking permission from
the U.S. Bankruptcy Court for the Western District of Missouri to
pay the prepetition claim of United Parcel Service and UPS Freight
Services/UPS Supply Chain Solutions, Inc., because the carrier is
a critical service provider.

In the ordinary course of its business, the Debtor must transport
almost all of its apparel inventory from overseas and across the
country using UPS' services.  UPS coordinates and transports
inventory from overseas. As part of its freight forwarding
services, UPS advances, on behalf of the Debtor, tariffs, duties,
and other expenses associated with international shipments.

As of the Petition Date, Debtor's goods valued in excess of
$330,000 were either on the water, landed and in bond, or
otherwise in transit on UPS' paper and subject to UPS' freight or
warehouseman's liens.  As of the Petition Date, the Debtor owed
UPS $205,391 and the UPS small packages division approximately
$12,200.

The Debtor contends that if that payment of UPS' claim is
necessary. Otherwise, UPS will discontinue providing services to
the Debtor on Customary Trade Terms which will undoubtedly
interrupt the functioning of the Debtor's business operations and
the ongoing restructuring.

The Debtor points out that it would be more expensive if the
Debtor was to look for an alternative freight forwarding services
and is impossible to replace on such short notice without
significant disruption to the Debtor's business operations.
Furthermore, it is unlikely the Debtor will be able to obtain as
favorable rates as previously negotiated with UPS.

To continue the services with UPS, the Debtor asks the Court to
allow them to pay UPS' prepetition claims in the ordinary course
of its business.

Headquartered in Independence, Missouri, American Marketing
Industries, Inc., is a specialized apparel company. The Company
filed for chapter 11 protection on September 17, 2003 (Bankr. W.D.
Mo. Case No. 03-62333).  Laurence M. Frazen, Esq., and Michelle M.
Masoner, Esq., at Bryan Cave LLP represent the Debtor in its
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated assets of over $10 million and
estimated debts of more than $100 million.


ARMSTRONG: Court Okays April 2 Plan Filing Exclusivity Extension
----------------------------------------------------------------
Armstrong Holdings, Inc., and its debtor-affiliates sought and
obtained Judge Newsome's approval to extend the Debtors' exclusive
right to file a plan to and including April 2, 2004, and the
Debtors' exclusive right to solicit acceptances of that plan to
and including June 4, 2004. (Armstrong Bankruptcy News, Issue No.
47; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


AVAYA: Inks Pact to Acquire Certain VISTA Information Businesses
----------------------------------------------------------------    
Avaya Inc. (NYSE: AV), a leading global provider of communications
networks and services for business, announced an agreement with
VISTA Information Technologies Inc., a leading provider of
enterprise customer interaction solutions, to acquire VISTA's
Professional Services and Managed Services business units and
purchase selected service delivery technology assets.  These
acquisitions will enhance Avaya Global Services' delivery of end-
to-end design, implementation and management services for
converged, multi-vendor networks. Financial terms of the agreement
were not disclosed and completion of the transaction is subject to
customary conditions.

Under the agreement, Avaya will acquire software tools that
streamline integration of complex multi-channel, multi-vendor
contact center networks and enhance remote network management
capabilities.  Consultants from the VISTA Professional Services,
Network Management and the Technology Research and Development
teams will join similar groups within Avaya. The consultants who
join the Avaya Professional Services organization carry industry
certifications and qualifications from major technology providers
including Avaya, Cisco, Microsoft and Nortel, and have significant
experience integrating multi-vendor contact centers and converged
voice and data networks.

"Expanding the depth and capacity of our services skill-set and
adding new service delivery tools enhances Avaya's ability to help
companies take advantage of business-transforming technologies,
such as converged voice and data networks and multi-media contact
centers," said Lou D'Ambrosio, group vice president of Avaya
Global Services.  "This delivers on our strategy to increase
Avaya's multi-vendor service capabilities and augments the reach
of our professional consulting and managed services groups."

The transaction is expected to be complete in early October.
    
Avaya Inc., whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $25 million, designs, builds
and manages communications networks for more than 1 million
businesses worldwide, including 90 percent of the FORTUNE 500(R).
Focused on businesses large to small, Avaya is a world leader in
secure and reliable Internet Protocol (IP) telephony systems and
communications software applications and services. Driving the
convergence of voice and data communications with business
applications -- and distinguished by comprehensive worldwide
services -- Avaya helps customers leverage existing and new
networks to achieve superior business results.  For more
information visit the Avaya Web site: http://www.avaya.com
    
Avaya Global Services includes more than 7,000 consultants,
professionals and research and development experts, 23 network
operations and 13 technical centers worldwide. The Avaya Services
team can assess, plan, design, manage and maintain converged voice
and data networks, including multi-vendor local area and wide area
networks.  For more information about all offerings from Avaya
Global Services, please visit: http://www1.avaya.com/services
    
VISTA Information Technologies, Inc. (VISTA) is a leader in the
emerging field of Customer Interaction Solutions, and an expert in
convergence services that unify and build customer relationships
across multiple communications channels -- voice, voice over IP,
interactive voice recognition, email, Web, fax, speech
recognition, wireless, imaging, and e-commerce systems -- while
reducing costs and increasing revenues.  VISTA is headquartered in
Herndon, Virginia, and can be found on the Web at www.vistait.com  


BAY VIEW CAPITAL: Will Publish Third-Quarter Results on Oct. 21
---------------------------------------------------------------
Bay View Capital Corporation (NYSE: BVC) plans to release its
third quarter 2003 results after the close of market on Tuesday,
October 21, 2003. The Company will host a conference call at 2:00
p.m. PDT on Wednesday, October 22, 2003 to discuss its financial
results.

Analysts, media representatives and the public are invited to
listen to this discussion by calling 1-888-793-6954 and
referencing the password "BVC." An audio replay of this conference
call will be available through Friday, November 21, 2003 and can
be accessed by dialing 1-800-937-5157.

Bay View Capital Corporation (S&P, B- Preferred Share Rating) is a
financial services company headquartered in San Mateo, California
and is listed on the NYSE: BVC.  For more information, visit
http://www.bayviewcapital.com


BRILLIANT DIGITAL: Gets Time Extension to Meet AMEX Requirements
----------------------------------------------------------------
Brilliant Digital Entertainment, Inc. (AMEX: BDE) announced that
on September 17, 2003, the American Stock Exchange has accepted
the plan of compliance submitted by the Company on August 19,
2003, and granted the Company an extension of time through
November 2003 to regain compliance with the AMEX continued listing
requirements.

As previously announced, the Company is not in compliance with
certain continued listing requirements of the American Stock
Exchange, including maintaining a sales price for its common stock
above $1.00 per share, and at least $6,000,000 in shareholder
equity, having incurred losses from continuing operations and/or
net losses in its five most recent fiscal years. The Company was
afforded the opportunity to submit a plan of compliance to the
exchange, which it did on April 30, 2002. On June 19, 2002, the
exchange notified the Company that the exchange accepted the
Company's plan of compliance and granted an informal extension,
the length of which was at the discretion of the exchange, to
regain compliance with the continued listing standards. The
Company has been subject to periodic reviews by the exchange staff
during the extension period, the most recent of which occurred
following disclosure by the Company of its results for the quarter
ended June 30, 2003.

The Company will be subject to periodic review by the AMEX staff
during the extension period. Failure to make progress consistent
with the plan or to regain compliance with the continued listing
standards by the end of the extension period could result in the
Company being delisted from AMEX.

Brilliant Digital Entertainment, Inc. (AMEX: BDE) is the parent
company of Altnet Inc. and a developer of 3D rich media
advertising and content creation technologies for the Internet.
The b3d rich media format is used to produce entertainment,
advertising and music content for consumers distributed over the
Internet. Find out more at http://www.brilliantdigital.com   

                         *     *     *

             Liquidity and Going Concern Uncertainty

Brilliant Digital's June 30, 2003 balance sheet shows a working
capital deficit of about $4 million, while its total net
capitalization is down to $700,000.,

In its Form 10-QSB recently filed with the Securities and Exchange
Commission, the Company reported:

"The [Company's] consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  The
carrying amounts of assets and liabilities presented in the
financial statements do not purport to represent realizable or
settlement values. However, the Company has suffered recurring
operating losses and at June 30, 2003, had negative working
capital of approximately $4,199,000.  These factors raise
substantial doubt about the Company's ability to continue as a
going concern.

"The Company is seeking additional funding and believes this will
result in improved working capital. There can be no assurance,
however, that the Company will be able to secure additional
funding or that if such funding is available, whether the terms or
conditions would be acceptable to the Company."


BUDGET GROUP: Court Expunges Various Duplicate & Amended Claims
---------------------------------------------------------------
Judge Walrath disallows and expunges 289 Duplicate Claims
amounting to $106,462,925 as well as 186 Amended and Superceded
Claims amounting to $18,645,096 in the Chapter 11 cases of the
Budget Group Debtors.

The dispute on Drusella Felix's claim is adjourned until
October 8, 2003.  The dispute on the claim filed by Kemper
Insurance Companies is adjourned until November 23, 2003 to allow
Kemper to liquidate its claim.

The Debtors' objection to these claims is withdrawn:
                        
          Claimant           Claim No.           Amount
          --------           ---------           ------
          Harvey & Harvey      2298        unliquidated
          Harvey & Harvey      2302        unliquidated
          Harvey & Harvey      2363        unliquidated
(Budget Group Bankruptcy News, Issue No. 26; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


CALPINE CORP: Unit Prices $300-Million Secured Notes Offering
-------------------------------------------------------------    
Calpine Corporation (NYSE: CPN), a leading North American power
company, announced that Gilroy Energy Center, LLC, a wholly owned,
stand-alone subsidiary of the Calpine subsidiary GEC Holdings,
LLC, has priced its $301,658,000 of 4% Senior Secured Notes Due
2011.  The senior secured notes will be secured by GEC's and
its subsidiaries' 11 peaking units located at nine power-
generating sites in northern California.  The notes will also be
secured by a long-term power sales agreement for 495 megawatts of
peaking capacity with the State of California Department of Water
Resources, which is being served by the 11 peaking units.  In
addition, payment of the principal of, and interest on, the notes
when due will be insured by an unconditional and irrevocable
financial guaranty insurance policy to be issued simultaneously
with the delivery of the notes.  The transaction is expected to
close on September 30, 2003.

Proceeds of the notes offering (after payment of transaction
expenses, including payment of the financial guaranty insurance
premium) will be used to reimburse costs incurred in connection
with the development and construction of the peaker projects.  The
noteholders' recourse will be limited to the financial guaranty
insurance policy and, insofar as payment has not been made under
such policy, to the assets of GEC and its subsidiaries.  Calpine
will not provide a guarantee of the notes.

In connection with this offering, GEC expects to finalize with a
third party a preferred equity investment in GEC totaling
approximately $74 million. If the preferred equity investment is
not completed at the time of closing of the offering of the 4%
Senior Secured Notes Due 2011, the net proceeds from the offering
will be held in escrow pending completion of the preferred equity
investment.  If the preferred equity investment is not completed
within 90 days of the closing of the offering, the 4% Senior
Secured Notes Due 2011 will be subject to a mandatory redemption
at a price of 101%, plus accrued interest.

The 4% Senior Secured Notes Due 2011 will be offered in a private
placement under Rule 144A, have not been and will not be
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.  

                         *   *   *

As previously reported, Standard & Poor's Ratings Services
assigned its 'B' rating to Calpine Corp.'s $3.3 billion second-
priority senior debt. The $3.3 billion includes: a $750 million
term loan due 2007, $500 million floating rates notes due 2007,
$1.15 billion 8.5% secured notes due 2010, and $900 million
secured notes due 2013.

The notes carry the same rating as other Calpine senior secured
debt and are rated two notches higher than the 'CCC+' rated senior
unsecured debt.

At the same time, Standard & Poor's affirmed its 'B' corporate
credit rating on Calpine, its 'B' rating on Calpine's secured
debt, its 'CCC+' rating on Calpine's senior unsecured bonds, and
its 'CCC' rating on Calpine's preferred stock. The 'BB-' rating on
the existing $950 million secured term loan and the $950 million
secured revolver are withdrawn, as this debt was refinanced with
the proceeds of the recent $3.8 billion financing.


CALPINE: Closes $50M of Additional CCFC I Secured Notes Offering
----------------------------------------------------------------    
Calpine Corporation (NYSE: CPN), a leading North American power
company, announced that its wholly owned subsidiary, Calpine
Construction Finance Company, L.P., has received funding on a $50
million secured notes offering.  This financing represents an add-
on to the $750 million CCFC I offering completed on August 14,
2003.

The additional financing was comprised of $50 million of Second
Priority Senior Secured Floating Rate Notes Due 2011 offered at
99% of par and priced at Libor plus 850 basis points, with a Libor
floor of 125 basis points.

The noteholders' recourse will be limited to CCFC I's seven
natural gas-fired electric generating facilities located in
various power markets in the United States, and related assets and
contracts.

Net proceeds from the offering will go to reimburse Calpine for
cash used to refinance a portion of CCFC I's existing indebtedness
that was refinanced on August 14, 2003.

The Second Priority Senior Secured Floating Rate Notes Due 2011
were offered in a private placement under Rule 144A, have not been
and will not be 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.  This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy.  Securities laws applicable to private
placements under Rule 144A limit the extent of information that
can be provided at this time.


CELL-LOC: Investor Group Will Inject Capital & Reorganize Co.
-------------------------------------------------------------
Cell-Loc Inc. (TSX: CLQ) has entered into an agreement with an
investor group led by Grant Billing to recapitalize and reorganize
its business.

Pursuant to the agreement, Cell-Loc's existing technology assets
will be transferred to a subsidiary company, all of the shares of
which will then be distributed to Cell-Loc's existing shareholders
(on a share-for-share basis), all pursuant to a statutory Plan of
Arrangement. As part of the transaction, Techco will seek a public
listing on the TSX Venture Exchange. Existing shareholders of
Cell-Loc will thereby receive shares of a new entity that will own
all of the existing technology assets on a debt-free basis. The
Company will be transformed into an oil and gas exploration and
development company to be called Capitol Energy Resources Ltd.  

It is expected that Capitol Energy will make the appropriate
applications to have its listing move from the TSX to the TSX
Venture Exchange, as part of this transaction.

The investment group will provide $4.9 million to pay existing
liabilities of Cell-Loc and to recapitalize Techco and Capitol
Energy going forward. By way of this transaction, Cell-Loc
shareholders will not only retain their current ownership
positions in the technology enterprise but will also obtain a
significant interest in Capitol Energy's equity. In this fashion,
Cell-Loc's shareholders will be able to participate in the value
realized from Cell-Loc's existing tax pools, a value Cell-Loc
could not itself capture.

This restructuring will be accomplished through a Plan of
Arrangement to be approved by the Court of Queen's Bench of
Alberta and Cell-Loc securityholders (by a majority of at least
two-thirds of the securityholders voting). The transaction is also
subject to all necessary regulatory approvals and the receipt by
the Independent Committee of the Board of Directors of the Company
of a favorable fairness opinion to be provided by an independent
third party financial advisor. Subject to those conditions, the
Independent Committee has recommended the transaction as being in
the best interests of the Company and its shareholders, and the
full Board of Cell-Loc has unanimously approved the transaction.

In addition to receiving Cell-Loc's existing technology assets,
Techco will receive a cash injection of an estimated $2.5 million
after all existing current trade payables related to the Company's
technology business have been retired using the proceeds
designated for that purpose from the capital raised in the
transaction. Following the restructuring, Techco will therefore
enjoy a fresh start, owning all of Cell-Loc's existing technology
assets, having no debt and being funded with an estimated $2.5
million of cash to implement its business plan. The current
Directors of Cell-Loc will form the new Board of Directors for
Techco. It is also anticipated that the existing senior management
of Cell-Loc will comprise the management team of Techco.

Don Romaniuk, current Chairman of Cell-Loc, commented, "This is a
tremendous opportunity for Cell-Loc shareholders. Having an
interest in the newly formed oil and gas company as well as
maintaining our current share structure in a new publicly listed
entity, with no debt, and significant working capital creates
immediate shareholder value and at the same time allows the
Company to accelerate the commercialization of its promising
technology."

Upon closing, Techco will substantially maintain the capital
structure which Cell-Loc currently has, being approximately 33
million common shares (on a non-diluted basis), while the
continuing company, Capitol Energy, will have its capital
structure reorganized in this transaction by way of the issuance
of approximately 114 million new voting and non-voting shares in
consideration of the $4.9 million of new capital at a subscription
price of $0.0429 per share. The Company will retain an estimated
$1 million of these funds for working capital. After the
restructuring Capitol Energy will then have approximately 60
million voting shares and 90 million non-voting shares
outstanding. The proposed new Board of Directors for Capitol
Energy is Grant Billing (Chairman), John Brussa, John Budreski,
Jim MacDonald and Sheldon Reid.  Mr. Reid, the current CEO of
Cell-Loc, will join the Board of Capitol Energy, which is intended
to assure protection of Cell-Loc's shareholder interest in the new
entity. Capitol Energy will therefore commence business with a
working capital surplus of $1 million of cash and approximately
$70 million of tax pools. The Board of Directors intends to
recruit a new management team for Capitol Energy in conjunction
with reviewing potential acquisitions of suitable oil and gas
assets to initiate operations.

Grant Billing, prospective Chairman of Capitol Energy, stated,
"This is an exciting opportunity for the new company as well as
for Cell-Loc's existing shareholders. We have a committed Board
who are investing a substantial portion of the new capital to
launch the restructuring and have a wealth of knowledge in the oil
and gas exploration and production business as well as expertise
in raising capital and securing investment opportunities.
Opportunities for growth in the oil and gas business are favorable
as the industry continues to evolve with the realignment of assets
within the sector. Our tax position will certainly provide us with
a competitive advantage. We are confident that we can attract a
high caliber of experienced personnel capable of developing
Capitol Energy as a successful oil and gas company."

A Special Meeting of the shareholders of Cell-Loc will be convened
to approve the Plan of Arrangement. The Information Circular and
proxy materials for this meeting are expected to be mailed to
shareholders during the week of October 20, 2003, with the
shareholder meeting to approve the Arrangement being scheduled for
the week of November 24, 2003.

Interested parties are invited to contact Tammy Yamkowy, Director,
Investor Relations of Cell-Loc, at 403.569.5748.

Cell-Loc Inc. -- http://www.cell-loc.com-- a leader in the  
wireless location industry, is the developer of Cellocate(TM), a
family of network-based wireless location products that enable
location-based services. Located in Calgary, Alberta, Cell-Loc
currently develops, markets and supports its patented wireless
location technology in Asia as well as North and South America,
with a view to expanding globally. Cell-Loc is listed on the
Toronto Stock Exchange (TSX) under the trading symbol: "CLQ."

                       *   *   *

As reported previously, the company's December 31, 2002 total cash
balance of $562,000 represents a $1.0 million, or 63 percent,
decrease from the first quarter cash balance of $1.5 million.  The
working capital balance has increased to $307,000 from a working
capital deficiency of $2.47 million for the period ended September
2002. The increase in working capital for the period ended
December 31, 2002 is a direct result of de-consolidating
TimesThree Inc. Subsequent to the quarter end, the Company
received $970,400 from the January 2003 private placement. The
Company has entered into contracts to sell a portion of the assets
formerly classified as available for deployment, the proceeds from
which will be a source of near term cash. In the absence of the
Company selling the network equipment contracted for sale or the
Company generating cash by licensing its technology to third
parties, the Company will deplete its cash reserves at the end of
March 2003. The Company's monthly use of cash continues to be
scrutinized to ensure optimal use of cash resources.


COMM SOUTH: US Trustee Sets Section 341(a) Meeting for Oct. 28
--------------------------------------------------------------
The United States Trustee will convene a meeting of Comm South
Companies, Inc.'s creditors on October 28, 2003, 2:00 p.m., at
Office of the U.S. Trustee, 1100 Commerce Street, Room 976,
Dallas, Texas 75242. This is the first meeting of creditors
required under 11 U.S.C. Sec. 341(a) in all bankruptcy cases.

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

Headquartered in Dallas, Texas, Comm South Companies, Inc., is a
telecommunications company providing local and long distance
telephone service for both residential and commercial users.  The
Company filed for chapter 11 protection on September 19, 2003
(Bankr. N.D. Tex. Case No. 03-39496).  Terrance Ponsford, Esq., at
Sheppard Mullin Richter and Hampton, LLP represent the Debtor in
its restructuring efforts.  When the Company filed for protection
from its creditors, it listed estimated assets of over $1 million
and debts of more than $50 million.


CONE MILLS: Shareholder Committee Nominees Win Board Seats
----------------------------------------------------------
The Cone Mills Shareholders' Committee announced an overwhelming
victory in the election of directors at the Cone Mills Corporation
Annual Meeting held Thursday.

The Committee received votes for its nominees representing more
than 50% of Cone's outstanding shares.

Commenting on the results, Committee member and current Cone
director Marc Kozberg stated, "This is a clear message to the Cone
Board -- Cone shareholders want to see the Company reorganized,
not sold to WL Ross. We are confident that superior alternatives
are available and intend to explore them fully."
  
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 at
http://www.cone.com

Cone Mills Corp., and its 4 subsidiaries filed for Chapter 11
protection on September 24, 2003 in the U.S. Bankruptcy Court for
the District of Delaware (Lead Bankr. Case No. 03-12944).


CONSECO FIN: S&P Takes Ratings Cuts on Two Related Transactions
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes from two Conseco Finance Corp.-related manufactured
housing transactions issued in 2002 and removed them from
CreditWatch with negative implications, where they were placed
Oct. 21, 2002. At the same time, the rating on class A-IO from
Conseco-related Manufactured Housing Contract Senior/Sub Pass-
Through Certificates Series 2002-2 is affirmed and removed from
CreditWatch, where it was placed Oct. 21, 2002.

The lowered ratings reflect the poor performance of the underlying
pools of manufactured housing contracts and the resulting
deterioration of credit enhancement.

The class A-IO certificates benefit from the senior position of A-
IO interest in the transaction's cash flow allocation, the fact
that the class A-IO's notional balance is not tied to a class, and
the absence of a remedy allowing for the liquidation of the
receivables following a monetary or nonmonetary event of default.

With pool factors of 81.5% and 85%, series 2002-1 and 2002-2
display cumulative net loss rates of 3.69% and 2.37% of the
respective original pool balances. In addition, more than 5.5% of
the collateral pool for series 2002-1 is currently more than 30
days delinquent, and 2.2% of the current pool balance is in
repossession inventory. Comparatively, approximately 4.78% of the
current collateral pool is more than 30 days delinquent for series
2002-2, while repossession inventory is 1.79% of the current
collateral balance.

Furthermore, since Conseco has been more reliant on a wholesale
liquidation strategy after suspending its manufactured home
financing business in November 2002 and filing for bankruptcy in
December 2002, recovery rates on liquidated collateral have
plummeted for both transactions, with lifetime recovery rates
currently at approximately 20%.

Standard & Poor's has taken rating actions on Conseco-related
manufactured housing transactions on several occasions during the
past year. Recently, Standard & Poor's raised its ratings on 10
classes, affirmed its ratings on 72 classes, and lowered its
ratings on 134 classes from Conseco-related manufactured housing
transactions.
   
           RATINGS LOWERED AND REMOVED FROM CREDITWATCH
   
Manufactured Housing Contract Sr/Sub Pass-Through Certificates            
                        Series 2002-1
   
                    Rating
        Class   To           From
        A       A+           AAA/Watch Neg
        M-1-A   BBB          AA-/Watch Neg
        M-1-F   BBB          AA-/Watch Neg
        M-2     BB           A-/Watch Neg
        B-1     B+           BBB/Watch Neg
   
Manufactured Housing Contract Sr/Sub Pass-Through Certificates
                        Series 2002-2
   
                    Rating
        Class   To           From
        A-2     A+           AAA/Watch Neg
        M-1     A-           AA/Watch Neg
        M-2     BBB-         A/Watch Neg
        B-1     BB-          BBB/Watch Neg
           
         RATING AFFIRMED AND REMOVED FROM CREDITWATCH
   
Manufactured Housing Contract Sr/Sub Pass-Through Certificates
                        Series 2002-2
   
                     Rating
        Class   To            From
        A-IO    AAA           AAA/Watch Neg


CONSECO: S&P Initiates Various Rating Actions on Related Trusts
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on seven
classes and affirmed its ratings on 30 classes of various Green
Tree Recreational, Equipment & Consumer Trusts and Conseco Finance
Recreational Enthusiast Consumer Trusts originally issued by Green
Tree Financial Corp., or its successor, Conseco Finance Corp. At
the same time, the ratings on four classes from the aforementioned
transactions are lowered.

The raised ratings reflect the increased credit enhancement levels
relative to expected remaining losses.

Although projected lifetime cumulative net losses for certain
transactions exceed original expectations, credit enhancement
levels have grown and continue to provide adequate protection to
investors in order to maintain ratings at their original levels.
In some cases, credit enhancement levels as a multiple of expected
net losses over the remaining life of the transactions have
increased to levels sufficient to support raised ratings. Despite
higher projected losses, the buildup of credit enhancement in
these transactions was either achieved through the sequential pay
structure of the deals (in which subordination levels supporting
the senior classes continue to build as the collateral pools
and the senior classes pay down) or through the non-amortizing
nature of the respective reserve accounts. The amounts on deposit
in the reserve accounts as a percentage of the respective current
pool balances continue to grow as the collateral pools pay down.

The lowered ratings on Conseco Finance Recreational Enthusiast
Consumer Trust 2001-A reflect the worse-than-expected performance
of the underlying pool and the depletion of credit enhancement in
the transaction. With a pool factor of 49.23%, the trust displays
a cumulative net loss rate of 5.46% of the original pool balance
and repossession inventory of 1.83% as a percentage of the current
pool balance. In addition, approximately 3.55% of the current
collateral pool is more than 30 days delinquent.

Standard & Poor's lowered its ratings on other corporate-
guaranteed subordinated classes to 'D' Dec. 23, 2002 and March 26,
2003 due to interest shortfalls experienced by these classes.
    
                       RATINGS RAISED
   
   Green Tree Recreational, Equipment & Consumer Trust 1998-B
    
                    Rating
        Class     To      From
        A-6       AAA     AA
        A-7       AA      A

   Green Tree Recreational, Equipment & Consumer Trust 1998-C
     
                    Rating
        Class     To      From
        A-6       AAA     AA
        A-7       AA      A
        B-1       BBB+    BBB
           
   Green Tree Recreational, Equipment & Consumer Trust 1999-A
    
                    Rating
        Class     To      From
        M-1       AAA     AA
        M-2       A+      A
            
                      RATINGS LOWERED
    
  Conseco Finance Recreational Enthusiast Consumer Trust 2001-A
   
                    Rating
        Class     To      From
        A-4       AA+     AAA
        M-1       AA-     AA
        M-2       A-      A
        B         BB+     BBB-
           
                      RATINGS AFFIRMED
    
   Green Tree Recreational, Equipment & Consumer Trust 1997-B
   
        Class     Rating
        A-1       AAA
        A-2       AA
        A-3       A
        A-4       BBB
        B         CCC-
            
   Green Tree Recreational, Equipment & Consumer Trust 1997-C
    
        Class     Rating
        A-1       AAA
        A-2       AA
        A-3       A
        A-4       BBB
        B         CCC-
   
   Green Tree Recreational, Equipment & Consumer Trust 1997-D
   
        Class      Rating
        A-1HE/HI   AAA
   
   Green Tree Recreational, Equipment & Consumer Trust 1998-A
    
        Class     Rating
        A-1C      AAA
        A-2C      AA
        A-3C      A
        A-4C      BBB
        A-1H      AAA
        A-2H      AA
        A-3H      A
        A-4H      BBB
    
   Green Tree Recreational, Equipment & Consumer Trust 1998-B
    
        Class     Rating
        B-1       BBB
            
   Green Tree Recreational, Equipment & Consumer Trust 1998-C
   
        Class     Rating
        A-5       AAA
            
   Green Tree Recreational, Equipment & Consumer Trust 1999-A
   
        Class     Rating
        A-6       AAA
        B-1       BBB
   
   Conseco Finance Recreational Enthusiast Consumer Trust 2000-A
   
        Class     Rating
        A-2       AAA
        A-3       AAA
        M-1       AA
        M-2       A
        B         BBB
    
   Conseco Finance Recreational Enthusiast Consumer Trust 2001-A
   
        Class     Rating
        APPIO     AAA
        A-3       AAA
        

CORAM: Plan Confirmation Hearing Convening on Sept. 30, 2003
------------------------------------------------------------
On September 8, 2003, Arlin M. Adams, Esquire, the Chapter 11
trustee for the bankruptcy estates of Coram Healthcare Corporation
and its wholly-owned subsidiary, Coram, Inc., filed a Modification
to the Chapter 11  Trustee's Amended Joint Plan of Reorganization
in the United States Bankruptcy Court for the District of Delaware
in the Debtors' jointly administered bankruptcy cases.

As previously reported on Coram Healthcare Corporation's Current
Report dated July 11, 2003, two competing proposed plans of
reorganization were filed in the Debtors' jointly administered
bankruptcy cases. The plans of reorganization were proposed by (i)
the Chapter 11 trustee and (ii) the Official Committee of Equity
Security Holders of Coram Healthcare Corporation.

The Chapter 11 trustee's proposed plan of reorganization, which
was subsequently modified by the Modification, and the Chapter 11
trustee's disclosure statement were filed in the Bankruptcy Court
on June 17, 2003 and June 24, 2003, respectively.

The Equity Committee's proposed plan of reorganization and the
Equity Committee's disclosure statement were filed in the
Bankruptcy Court on June 17, 2003 and June 26, 2003, respectively.

Certain creditors and interest holders have voted on each and, in
some cases, both of the proposed plans of reorganization. The
Chapter 11 trustee's proposed plan of reorganization, as modified,
and the Equity Committee's proposed plan of reorganization remain
subject to confirmation by the Bankruptcy Court. The hearing to
consider confirmation of each of the Chapter 11 trustee's and the
Equity Committee's proposed plans of reorganization and any
objections thereto is scheduled to commence at 10:30 a.m. Eastern
Daylight Savings Time on September 30, 2003. The deadline to
object to confirmation of either the Chapter 11 trustee's plan of
reorganization or the Equity Committee's plan of reorganization
was August 7, 2003 and, in connection therewith, certain
objections have been filed against each of the proposed plans of
reorganization. No assurances can be given that either proposed
plan of reorganization will be confirmed by the Bankruptcy Court.


COVANTA ENERGY: Settlement of Loss Sharing Litigation Under Plan
----------------------------------------------------------------
The Covanta Energy Debtors' Reorganization Plan incorporates in
full the proposed compromise and settlement of all issues relating
to or arising under the Loss Sharing Litigation.  This litigation
refers to the Motion filed by the Canadian Imperial Bank of
Commerce, as agent for the Canadian Loss Sharing Lenders, for an
Order (1) Interpreting and Enforcing the Final DIP Order and (2)
Confirming the Amount of the Tranche C Loans to the Debtors,
dated June 25, 2002, pending before the Court.

In consideration for the distribution and other benefits under
the proposed compromise and settlement and the Reorganization
Plan, the Loss Sharing Litigation will be deemed settled on the
Effective Date without further action by any person and all
parties will be permanently enjoined from asserting or continuing
in any manner the Loss Sharing Litigation or any claims relating.

A. Interim Reductions

   Ernst & Young Corporate Finance LLC will calculate the
   Realized Percentages immediately prior to:

      (i) the effective date of a plan of reorganization for
          Covanta and its debtor subsidiaries in the jointly
          administered voluntary bankruptcy proceedings under the
          Bankruptcy Code, and

     (ii) giving effect to the pooling transaction.  

   On or about the Plan Effective Date, the Pooled Facility
   Lenders and the Canadian Loss Sharing Lenders will make loss
   sharing payments required under Section 5.3 of the
   Inter-creditor Agreement based on any adjustments to the
   Realized Percentage that occur during the period from June 25,
   2003 to the time of the calculation.  For the avoidance of
   doubt, all calculations contemplated of claim amounts and
   permanent reductions will be determined based solely on the
   principal amounts of the claims.

B. Exercise of Put/Realization on Collateral

   On the Plan Effective Date, CIBC, as administrative agent for
   the holders of the Class B Palladium Preferred Shares, will be
   deemed to exercise, and Company will be deemed on that date to
   accept the put to Company under the Class B Palladium Put
   Agreement, as a result of which:

      (a) Company will receive the 72,000,000 of outstanding
          Class B Palladium Preferred Shares and all rights
          related thereto;

      (b) The Canadian Loss Sharing Lenders will have an allowed
          claim -- the CLSL Claim -- against Company for
          CND62,000,000 in respect of 62,000,000 of the Class B
          Palladium Preferred Shares; and

      (c) Separate and apart from its claim as one of the
          Canadian Loss Sharing Lenders, CIBC will reserve its
          rights against Company with respect to the
          approximately CND10,000,000 of cash collateral held by
          CIBC and with respect to the 10,000,0000 Class B
          Palladium Preferred Shares that are not included in the
          Class B Canadian Facility.  On the Plan Effective Date,
          the Canadian Loss Sharing Lenders will apply the amount
          of all payments received prior to the Plan Effective
          Date pursuant to Section 5.3 of the Inter-creditor
          Agreement to reduce on a dollar-for-dollar basis the
          principal amount of the CLSL Claim.

C. Exit Facility Pooling

   On the Plan Effective Date, after giving effect to all
   adjustments to the Realized Percentages that are calculated  
   immediately prior to the Debtors' emergence from the Chapter
   11 Cases and distribution of any securities of the Debtors in
   the Plan of Reorganization to Non-Priority Prepetition
   Secured Claim Holders:

      (a) each participant in the Tranche B Letters of Credit and
          each Canadian Loss Sharing Lender -- the Pool
          Participant -- at that time will irrevocably purchase,
          from each Pool Participant that is the issuer of a
          letter of credit -- a Pooled Exit L/C -- that replaces,
          renews or extends on the Plan Effective Date a Tranche
          B Letter of Credit outstanding immediately prior to the
          Plan Effective Date, a participation in the Pooled Exit
          L/C in an amount equal to the Pool Participant's Pro
          Rata Share thereof, and

      (b) each Pool Participant that is a participant in the
          Tranche B Letters of Credit at that time will
          irrevocably purchase in cash, in U.S. Dollars, from
          each Pool Participant that is a Canadian Loss Sharing
          Lender, a portion of the Pooled Funded Claim held by
          the Canadian Loss Sharing Lender in an amount equal to
          the Pool Participant's Pro Rata Share.

   The effect of the "pooling" arrangement would be that the
   Pooled Facility Lenders would purchase in cash from the
   Canadian Loss Sharing Lenders their Pro Rata Shares of the
   Pooled Funded Claim, and the Canadian Loss Sharing Lenders and
   Pooled Facility Lenders would:

      (a) all become lenders and Participants with respect to the
          Pooled Exit L/Cs,

      (b) would be entitled to vote as lenders with respect to
          the credit facility for the Pooled Exit L/Cs,

      (c) would be obligated to fund their ratable shares of any
          honored drawings under the Pooled Exit L/Cs, and

      (d) would receive their ratable shares of any fees with
          respect to the Pooled Exit L/Cs and any interest on any
          drawn amounts, all in U.S. Dollars.

   The Company will be required to "gross up" the Canadian Loss
   Sharing Lenders for any applicable withholding tax on payments
   made to them after the "pooling".  The purchase of the
   relevant portion of the Pooled Funded Claim by the Pooled
   Facility Lenders would be funded with the proceeds of "Tranche
   C Loans" under the DIP Credit Agreement, and upon the funding
   all claims of the Canadian Loss Sharing Lenders to the portion
   of the Pooled Funded Claim purchased with the Tranche C Loans
   would be released and waived, with the Tranche C Loans being
   substituted.

D. Treatment of Pooled Funded Claim

   On the Plan Effective Date, after the purchase of the
   participations, Pool Participants will be entitled to have
   Tranche C Loans made and any portion of the Pooled Funded
   Claim not purchased with the proceeds of Tranche C Loans
   treated in the Plan of Reorganization on the same status as
   Non-Priority Prepetition Secured Claims and to receive, in
   consideration of the Tranche C Loans and the portion of the
   Pooled Funded Claim, a ratable portion of any Plan Paper.

E. Treatment of Remaining CLSL Claim

   On the Plan Effective Date, Canadian Loss Sharing Lenders will
   be entitled to have the portion of the principal amount of
   their CLSL Claim not constituting the Pooled Funded Claim
   treated in the Plan of Reorganization on the same status as
   Non-Priority Prepetition Secured Claims and to receive, in
   consideration of the portion of their CLSL Claim, a ratable
   portion of any Plan Paper.

F. Termination of Loss Sharing

   On the Plan Effective Date, after giving effect to
   consummation of the transactions described:

   (1) Section 5.3 of the Inter-creditor Agreement and all other
       provisions of the Inter-creditor Agreement relating to the
       loss sharing obligations of the Pooled Facility Lenders
       and the Canadian Loss Sharing Lenders will terminate,

   (2) each of the Pooled Facility Lenders, on the one hand, and
       the Canadian Loss Sharing Lenders, on the other hand, will
       release any further existing or future claims against the
       other Group or against the Agents arising under or with
       respect to the provisions,

   (3) the motion made in the Chapter 11 Cases by CIBC relating
       to the claims of the Canadian Loss Sharing Lenders will
       be deemed dismissed with prejudice, and

   (4) any "Tranche C Commitments" as defined in the DIP Credit
       Agreement will be terminated. (Covanta Bankruptcy News,
       Issue No. 36; Bankruptcy Creditors' Service, Inc., 609/392-
       0900)    


DELTA FINANCIAL: Prices $434 Million Asset-Backed Securitization
----------------------------------------------------------------
Delta Financial Corporation (Amex: DFC), a specialty consumer
finance company that originates, securitizes and sells non-
conforming mortgage loans, has priced a $434 million public
offering of residential closed-end home equity loan-backed
certificates through its subsidiary, Renaissance Mortgage
Acceptance Csrp. The securitization was lead-managed by Citicorp
Global Markets and co-managed by RBS Greenwich Capital brkets,
Inc.

The Renaissance Home Equity Loan Trust 2003-3 is a senior
subordinate structure, with fully-funded over-collateralization
(credit enhancement) at closing. Standard & Poor's, Fitch IBCA,
and Moody's Investors Service, Inc. rated the securities.

The Company anticipates utilizing a pre-funding feature and
delivering - and recognizing revenues and expenses on -
approximately $350 million of mortgage loans to the securitization
trust by September 30, 2003. The Company further anticipates
delivering the remaining mortgage loans from the third quarter
securitization in October as new loans are originated, with those
revenues and expenses recognized in our 2003 fourth quarter
results. In addition, Delta will recognize revenues and expenses
in the third quarter on $98 million of mortgage loans that it
delivered in July 2003 relating to the second quarter's
securitization.

"We set an all time mortgage loan production record in August, on
the heels of extremely strong loan originations in July," said
Hugh Miller, President and Chief Executive Officer. "Our quarter-
to-date production, coupled with a strong pipeline of loans for
September, lead us to believe that we are well positioned to set
record mortgage loan production volume for the third quarter. Our
robust loan origination volume, during a quarter in which interest
rates were generally higher than in prior quarters, is testament
to our ability to grow in a changing interest rate environment,"
Miller said.

Founded in 1982, Delta Financial Corporation is a Woodbury, New
York-based specialty consumer finance company that originates,
securitizes and sells non-conforming mortgage loans. Delta's loans
are primarily secured by first mortgages on one- to four-family
residential properties. Delta originates home equity loans
primarily in 26 states. Loans are originated through a network of
approximately 1,500 independent brokers and the Company's retail
offices. Since 1991, Delta has sold approximately $8.9 billion of
its mortgages through 37 securitizations.

                         *    *    *

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

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


DRUG EMPORIUM: Taps DJM Asset Mgt. to Market 77 Stores Locations
----------------------------------------------------------------
DJM Asset Management, LLC has been retained as real estate advisor
to dispose of leases in the Drug Emporium bankruptcy case. On
Friday, September 12, 2003, Drug Emporium, F& M and VIX stores
filed for protection under Chapter 11 of the U.S. Bankruptcy Code.
DJM will market approximately 77 retail leases in 9 states with
most of the stores being available by November 1, 2003 or earlier.

"The locations that we are marketing include properties of between
7,975 s.f. to 41,278 s.f. in both free standing and strip center
locations," said Emilio Amendola, Principal of DJM. "These are
high profile locations with below market lease terms, mostly
single digit rents, and should generate a lot of interest. Due to
the fast nature of this bankruptcy case, all offers will be due no
later than October 21, 2003. We welcome any and all inquiries."

The leases available include properties in Pennsylvania, New
Jersey, New York, Michigan, Ohio, Missouri, Oklahoma, Kentucky and
Wisconsin. Not affected are several independently-owned and
operated Drug Emporium stores in Texas and West Virginia.

To obtain information on specific Drug Emporium, F&M or VIX
locations contact Jim Avallone or Joe DiMitrio at 631-752-1100.
Detailed lease information, demographics, store plans and site
plans will be available on DJM's Web site at
http://www.djmasset.com  

Based in Melville, New York, DJM Asset Management, LLC, assists
retailers nationwide with the disposition of unwanted locations,
leasehold evaluations and lease mitigation. DJM has been retained
by over 100 different retailers and has handled more than 10,000
locations nationwide.


DVI INC: Wins Interim Approval for $148MM in New DIP Financing
--------------------------------------------------------------
DVI, Inc. (OTCBB:DVIX) announced that, at a hearing held Thursday,
the United States Bankruptcy Court for the District of Delaware
granted the Company and its two debtor subsidiaries interim
approval for up to $148 million in debtor-in-possession financing
from Goldman Sachs Credit Partners L.P. and Ableco Finance LLC.

The facility will refinance and replace the exiting $20 million
DIP facility from Ableco Finance and enable DVI to fund a
settlement with Fleet National Bank and its co-lender under the
$150 million Fourth Amended and Restated Loan Agreement dated
March 29, 2002. Pursuant to that agreement, DVI will pay
approximately $100 million to and release all claims against Fleet
and its co-lenders in exchange for a release by Fleet and its co-
lenders of all claims against DVI, resulting in a benefit to DVI
of approximately $50 million. In addition, the new financing will
enable DVI to make investments of up to $20 million in its special
purpose vehicle subsidiaries.

The Court also approved a series of other motions including
authorizing the use of cash collateral; providing adequate
protection to certain pre-petition secured creditors; and
authorizing DVI Business Credit Corporation to continue performing
under agreements with DVI Business Credit Receivables Corporation.

"We are very pleased by the Court's approval of our motions," said
Mark E. Toney, CEO of DVI. "[Thurs]day's decisions will help us to
maximize our enterprise value by ensuring sufficient liquidity and
enabling us to continue to stabilize the organization as we work
through the sale process." Mark E. Toney is a Principal with
AlixPartners, LLC, an international crisis management and
turnaround firm.

DVI filed for Chapter 11 protection on August 25, 2003. The case
numbers for the Company's filings in the U.S. Bankruptcy Court for
the District of Delaware are:

               DVI, Inc. 03-12656
               DVI Financial Services 03-12657
               DVI Business Credit 03-12658

DVI is an independent specialty finance company for healthcare
providers worldwide with $2.8 billion of managed assets. DVI
extends loans and leases to finance the purchase of diagnostic
imaging and other therapeutic medical equipment directly and
through vendor programs throughout the world. DVI also offers
lines of credit for working capital backed by healthcare
receivables in the United States.


ENRON CORP: Operating Entities and Trusts Upon Plan Effectivity
---------------------------------------------------------------
Pursuant to the Amended Plan, as of the Effective Date, the
Reorganized Enron Debtors will assist the Reorganized Debtor Plan
Administrator in performing these activities:

   (a) holding the Operating Entities for the benefit of the
       Creditors and providing certain transition services to
       these entities;

   (b) liquidating the Remaining Assets;

   (c) making distributions to Creditors pursuant to the terms
       of the Plan;

   (d) prosecuting Claims objections and litigation;

   (e) winding up the Debtors' business affairs; and

   (f) otherwise implementing and effectuating the terms and
       provisions of the Plan.

According to Stephen F. Cooper, Acting President, Chief Executive
Officer and Chief Restructuring Officer of Enron Corporation, on
the Effective Date of the Plan, there will be three operating
entities:

   (a) Portland General Electric Company,
   (b) CrossCountry, and
   (c) Prisma Energy International, Inc.


                     Portland General Electric

The Existing PGE Common Stock ENE held will be cancelled and the
PGE Common Stock will be issued and distributed to the creditors
of the Debtors, or to an Operating Trust, in accordance with the
terms of the Plan.  Upon issuance, the preferred stock of PGE
will remain outstanding.  In connection with the consummation of
the Plan, PGE and ENE expect to agree to certain separation
agreements that would govern the relationship between ENE and PGE
on a transitional basis, including the provision of various
corporate and administrative services.  The existing relationship
between ENE and PGE is governed by the PGE MSA and a tax
allocation agreement.

Notwithstanding the foregoing, ENE is continuing its previously
announced sales process with respect to its interest in PGE and
reserves the right, at any time prior to the satisfaction of the
conditions for a distribution of the PGE Common Stock to the
Creditors under the Plan to enter into an agreement to
sell the interest.  If PGE is sold, ENE's sale proceeds will be
distributed to the creditors of the Debtors in accordance with
the terms of the Plan.  The Plan provides for PGE Common Stock to
be distributed to Creditors in accordance with the Plan or the
sale of PGE as a going concern.  A break-up of PGE is not an
option under the Plan.

Unless PGE is sold to a third party, the Reorganized Debtors will
hold common stock in PGE until:

   (i) the common stock shares are cancelled and newly issued
       PGE Common Stock shares are issued and distributed to the
       Creditors or an Operating Trust, or

  (ii) the shares are assigned to a holding company and the
       holding company's shares are issued and distributed to
       the Creditors, each in accordance with the Plan.

Based on the Blackstone Model methodology, PGE has an estimated
equity value of $1,278,000,000 at June 30, 2003.  Therefore,
assuming 62.5 million shares of new PGE Common Stock will be
issued and distributed to or on behalf of Creditors pursuant to
the Plan, the value of the stock is estimated to be $20.45 per
share.

After the effectiveness of the Plan, in order to attract, retain
and motivate highly competent persons as key employees and non-
employee directors of PGE, PGE expects to adopt a long-term
equity incentive compensation plan providing for awards to those
individuals over the 10-year term of the equity plan.  The award
percentage of PGE Common Stock, on a fully diluted basis, is
expected to be determined after consultation with the Creditors'
Committee.

                       CrossCountry

Unless CrossCountry is sold to a third party, the Reorganized
Debtors will hold common stock in CrossCountry until:

   (i) the shares are cancelled and shares of CrossCountry
       Common Stock are issued to the Creditors or an Operating
       Trust, or

  (ii) the shares are assigned to a holding company and the
       holding company's shares are issued to the Creditors,
       each in accordance with the Plan.

CrossCountry's principal assets will, upon closing of the
formation transactions, consist of:

   (i) a 100% ownership interest in Transwerstern Holding
       Company, Inc. -- 800 shares of common stock having a par
       value of $0.01 per share;

  (ii) a 50% ownership interest in Citrus Corporation -- 500
       shares of Class B common stock having a par value of $1
       per share;

(iii) a 100% interest in Northern Plains Natural Gas Company
       -- 400 shares of common stock having a par value of $1
       per share;

  (iv) 1,000 shares of common stock of CGNN Holding Company,
       Inc., having a par value of $0.01 per share; and

   (v) 1,000 shares of common stock of NBP Services Corporation,
       having a par value of $1 per share.

Based on the methodology the Blackstone Model utilizes,
CrossCountry's estimated equity value is $1,490,000,000, as the
mid-point within a valuation range of 1,409,000,000 to
1,571,000,000 for CrossCountry at December 31, 2003.  Therefore,
assuming 75,000,000 shares of new CrossCountry Common Stock will
be issued and distributed to or on behalf of Creditors pursuant
to the Plan, the value of that stock is estimated to range from
$18.79 to $20.95 per share.

On the Effective Date, CrossCountry's board of directors will
likely consists of:

   -- Raymond S. Troubh,
   -- Corbin A. McNeill, Jr.,
   -- James J. Gaffney, and
   -- Gary L. Rosenthal.

After the effectiveness of the Plan, in order to attract, retain
and motivate highly competent persons as key employees and non-
employee directors of CrossCountry, CrossCountry expects to adopt
a long-term equity incentive compensation plan providing for
awards to those individuals over the 10-year term of the equity
plan.  The percentage of CrossCountry Common Stock award, on a
fully diluted basis, is expected to be determined after
consultation with the Creditors' Committee.

                           Prisma

Unless Prisma is sold to a third party, the Reorganized
Debtors will hold common stock in Prisma until the shares of
Common Stock are cancelled and newly issued shares of Prisma
Common Stock are distributed to the Creditors or an Operating
Trust in accordance with the Plan.

Based on the methodology the Blackstone Model utilizes, Prisma
has an estimated equity value of $815,000,000, as the mid-point
within a valuation range of $713,000,000 to $918,000,000 for
Prisma at December 31, 2003.  Therefore, assuming 40,000,000
shares of new Prisma Common Stock will be issued and distributed
to or on behalf of Creditors pursuant to the Plan, the value of
that stock is estimated to range from $17.83 to $22.95 per share.

On the Effective Date, Prima's board of directors will likely
consists of:

   -- Ron W. Haddock,
   -- John W. Ballantine,
   -- Philippe A. Bodson,
   -- Lawrence S. Coben, and
   -- Dr. Paul K. Freeman.

After the effectiveness of the Plan, in order to attract, retain
and motivate highly competent persons as its key employees and
non-employee directors, Prisma expects to adopt a long-term
equity incentive compensation plan providing for awards to those
individuals over the 10-year term of the equity plan.  The
percentage of such awards of Prisma Common Stock, on a fully
diluted basis, is expected to be determined after consultation
with the Creditors' Committee.

                        Operating Trusts

In addition, upon joint determination of the Debtors and the
Creditors' Committee, the shares of PGE Common Stock,
CrossCountry Common Stock and Prisma Common Stock will be
transferred to the holders of certain Allowed Claims, which the
Debtors will hold, acting on their behalf.  Immediately
thereafter, on behalf of the holders of the Allowed Claims, the
Debtors will transfer the shares, subject to the Operating Trust
Agreements, to the Operating Trusts for the benefit of the
holders of Allowed Claims in accordance with the Plan.

The Operating Trusts will be established for the sole purpose of
holding and liquidating the respective assets in the PGE Trust,
the CrossCountry Trust and the Prisma Trust in accordance with
Treasury Regulation Section 301.7701-4(d) and the terms and
provisions of the Operating Trust Agreements.  Without
limitation, the Operating Trust Agreements will each provide that
the applicable Operating Trust will not distribute any of the PGE
Common Stock, CrossCountry Common Stock or Prisma Common Stock,
as the case may be, prior to the date referred to in Sections
29.1(c)(i), (ii) and (iii) of the Plan.

The Trusts to be created are:

   (a) Litigation Trust,
   (b) Special Litigation Trust,
   (c) Preferred Equity Trust,
   (d) Common Equity Trust,
   (e) Severance Settlement Fund Trust, and
   (f) Operating Trusts.

                        Remaining Assets

It is anticipated that the Reorganized Debtors will retain all
assets that will not be transferred to the Trusts.  These
Remaining Assets may include, but are not limited to, Cash,
claims and causes of action against third parties on behalf of
the Debtors' estates, proceeds of liquidated assets, the Debtors'
stock in the Enron Companies, trading contracts, equity
investments, inventory, real property, and other miscellaneous
assets.  Specifically:

   (a) Creditor Cash.  The Enron Companies have received a
       significant amount of Cash as a result of asset sales and
       the liquidation of the wholesale and retail trading
       books during the Chapter 11 Cases.  The postpetition Cash
       collected to date plus the Cash collected by the
       Reorganized Debtors as part of their future liquidation
       efforts will be distributed by the Reorganized Debtor
       Plan Administrator in accordance with the Plan after the
       Satisfaction of certain obligations, including
       Administrative Expense Claims, Priority Non-Tax Claims,
       Priority Tax Claims, Convenience Claims, Secured Claims,
       funds necessary to operate the Litigation Trust and
       Special Litigation Trust, funds necessary to make pro
       rata distributions to holders of Disputed Claims as if
       the Disputed Claims were, at that time, Allowed Claims,
       and funds necessary for the ongoing operations of the
       Reorganized Debtors from the Effective Date until the
       later date as reasonably determined by the Reorganized
       Debtor Plan Administrator;

   (b) Trading Contracts.  The Wholesale Services Debtors and
       certain of their non-Debtor Wholesale Services affiliates
       have undertaken efforts to perform, sell, or settle a
       significant number of non-terminated and terminated
       positions arising out of Wholesale Contracts.  As of June
       30, 2003, the Wholesale Services Debtors and certain of
       their non-Debtor Wholesale Services affiliates had
       Wholesale Contracts with at least 1,400 counterparty
       groups totaling $1,235,000,000 of expected recoverable
       value.  Substantially all of the collections and cash
       settlements of Wholesale Contracts are expected to be
       resolved prior to the Effective Date.  Those Wholesale
       Contracts that cannot be settled are either currently in
       or may require litigation in order to collect outstanding
       balances.  Any recovery from the litigation involving a
       Debtor will be included in the Remaining Assets
       available for subsequent distribution;

   (c) Other Recoveries:

       (1) Recoveries in PG&E Bankruptcy:  A significant portion
           of the balances owed in retail trading involves
           claims that ENE has in PG&E's bankruptcy.  There is
           uncertainty around the collection of these claims.
           However, ENE has undertaken settlement negotiations
           with PG&E; and

       (2) Recoveries from European Estates.  A significant
           amount of money is due from the sale of assets of
           ENE's direct and indirect European subsidiaries under
           UK administration.  The administrator in the UK
           process is responsible for selling assets and, under
           a Scheme of Arrangement, will make distributions to
           creditors and, when applicable, equity security
           holders.  There is uncertainty regarding the amount,
           timing and frequency of any distributions to be made
           to the Debtors or the Reorganized Debtors.

   (d) Remaining Assets Currently Available For Sale.  As of
       June 30, 2003, the Debtors and certain of their
       non-Debtor affiliates identified about 220 assets
       available for sale with an expected recovery to the
       Debtors' estates totaling approximately $1,100,000,000.
       These assets include direct or indirect ownership and
       operation of businesses and investments related to a
       variety of industries, including paper production, oil
       and gas exploration and production, power generation,
       intrastate natural gas pipeline operations, natural gas
       pipeline compression services and energy and
       telecommunications-related technology businesses.  The
       balance of the assets is made up of miscellaneous assets,
       including: contingent receivables, inventory, real
       property, insurance and emissions credits.

       The Reorganized Debtor Plan Administrator, with
       supervision from the board of directors of the
       Reorganized Debtors, will continue to monitor market
       conditions and identify when there is sufficient interest
       in a particular asset to pursue a sale.  Priority will be
       given to the assets with the greatest potential
       recoverable value.  However, many of these sales efforts
       may be delayed due to regulatory issues, ownership
       through SPEs, or litigation.

The Reorganized Debtor Plan Administrator, with assistance from
the Reorganized Debtors, will collect and liquidate the Remaining
Assets and distribute the proceeds to Creditors pursuant to the
terms of the Plan.  The Reorganized Debtors' board of directors
will supervise this process.  Poor market conditions, litigation,
and complex ownership structures may result in the retention of
certain assets for an extended period of time.  As a result, the
Reorganized Debtors and the Reorganized Debtor Plan Administrator
will continue to manage and operate these assets until a
favorable sale or resolution of each of the Remaining Assets is
finalized. (Enron Bankruptcy News, Issue No. 81; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


EXIDE: Exploring New Market Opportunities with Electrovaya
----------------------------------------------------------
Electrovaya Inc. (TSX:EFL) -- http://www.electrovaya.com-- a  
world leader in lithium ion SuperPolymer(R) battery technology and
systems, and Exide Technologies (OTCBB: EXDTQ_ --
http://www.exide.com-- a global leader in stored electrical-
energy solutions, have signed a non-binding Memorandum of
Understanding to collaborate to develop products and application
solutions incorporating Electrovaya's lithium ion battery
technology.

According to the terms of the MOU, Electrovaya and Exide will work
together to explore and identify new market opportunities for
Electrovaya's lithium ion SuperPolymer(R) battery technology,
initially in some specific applications in Network Power for the
telecommunications industry. Exide will determine unique market
needs, define the product offerings and assist in product
packaging and systems integration; Electrovaya will determine
technical and manufacturing feasibility and develop products from
the initial concept stage through full production.

"As a leader in lithium ion SuperPolymer(R) battery technology, we
are well positioned to assist Exide with profitable new energy
solutions," said Dr. Sankar Das Gupta, CEO of Electrovaya. "This
relationship leverages our significant intellectual property and
manufacturing resources and should yield new markets and exciting
new energy storage products specific to the needs of the
telecommunications industry. Exide's significant experience in
this market makes them an ideal partner."

After completion of a joint development program, Electrovaya will
manufacture and develop cells to be integrated into finished
products from initial concept through full production; Exide will
market and distribute the products worldwide.

"In today's dynamic business environment, our customers' energy
storage needs are constantly evolving and growing. As we work to
transform the Company from a basic battery manufacturer to an
integrated global supplier of batteries and associated equipment
and services, our focus is to deliver a product portfolio that
maximizes value for our customers," added Mitchell S. Bregman,
Exide Technologies President - Industrial Energy Group Americas.
"We firmly believe that this collaboration with Electrovaya will
deliver industry-leading energy storage solutions that meet and
exceed our customers' needs."

Exide Technologies, with operations in 89 countries and fiscal
2003 net sales of approximately $2.4 billion, is one of the
world's largest producers and recyclers of lead-acid batteries.
The company's two global business groups - industrial energy and
transportation - provide a comprehensive range of stored
electrical energy products and services for industrial and
transportation applications. The company filed for Chapter 11
protection on April 14, 2002, (Bankr. Del. Case No. 02-11125).  

Industrial uses include network power applications such as
telecommunications systems, electric utilities, railroads,
photovoltaic (solar-power related) and uninterruptible power
supply; and motive-power applications for a broad range of
equipment uses, including lift trucks, mining vehicles and
commercial vehicles.

Transportation applications include automotive, heavy-duty truck,
agricultural and marine, as well as new technologies being
developed for hybrid vehicles and new 42-volt automotive
applications. The company supplies both aftermarket and original-
equipment transportation customers.

Further information about Exide Technologies, its financial
results and other information can be found at http://www.exide.com

Electrovaya's goal is to become the leading provider of tablet
PC's, portable power for the notebook computer and wireless
sectors, and to apply its technology to a broad spectrum of
alternative energy applications including UPS, stand-by power and
zero-emission vehicles. It develops, manufactures and sells high
value products globally using award winning patented proprietary
lithium ion SuperPolymer(R) rechargeable battery technology, which
delivers the highest energy density of any battery technology on
the market today. Electrovaya has designed, developed and markets
the SCRIBBLER Tablet PC which offers significantly longer run time
than any other Tablet PC currently available. The Company's shares
trade on the Toronto Stock Exchange under the symbol EFL.

For more information about the Company and its products, visit
http://www.electrovaya.com


FERRELLGAS PARTNERS: Reports Improved Fiscal Year 2003 Results
--------------------------------------------------------------
Ferrellgas Partners, L.P. (NYSE: FGP), one of the nation's largest
retail marketers of propane, reported net earnings of $56.7
million for the fiscal year ended July 31, 2003.

"We are extremely pleased to once again deliver strong financial
results to our investors," said James E. Ferrell, Chairman and
Chief Executive Officer. "Investors continue to benefit from our
consistent annual performance, the security of our quarterly
distributions and a total return in excess of 30 percent from our
common units this fiscal year."

Retail propane sales volumes for the fiscal year were 899 million
gallons, an increase of 8 percent as compared to 832 million
retail gallons sold in fiscal year 2002. This increased sales
volume reflects the impact of more normal winter heating season
temperatures this fiscal year and, to a lesser extent,
acquisitions, partially offset by the continued effects of a
sluggish economy and customer conservation stemming from higher
wholesale propane product costs.

Gross profit and operating expense for the fiscal year were $530.7
million and $298.0 million, respectively, increases of $29.3
million and $18.3 million, respectively, compared to the prior
year. These increases were primarily attributable to this year's
increase in retail propane sales volumes. General and
administrative expense was $28.0 million, up slightly from $27.2
million in the prior fiscal year. Equipment lease expense was
$20.6 million, down $3.9 million from the prior fiscal year,
partially reflecting the Partnership's fiscal year 2003 second
quarter refinancing of certain operating lease obligations.

The resulting Adjusted EBITDA for fiscal year 2003 was $184.0
million, an increase of 8 percent compared to $170.0 million in
the prior fiscal year. Net earnings were $56.7 million, compared
to the prior fiscal year's near record performance of $60.0
million. The net earnings this fiscal year included special
charges of $7.1 million related to the early extinguishment of
debt and $2.8 million related to a cumulative effect of a change
in accounting principle. Excluding these special charges, net
earnings for this fiscal year would have exceeded the
Partnership's fiscal year 2001 record net earnings by over $2.0
million.

At July 31, 2003, Ferrallgas Partners' balance sheet shows that
its total current liabilities outweighed its total current assets
by about $4 million.

"We continue our focus on improving operations and effectively
managing our business for the long-term," Ferrell added. "I am
proud of this year's financial results and of our employees, whose
hard work and dedication made this past year a success."

The partnership historically experiences losses during the fourth
quarter, as sales volumes typically represent less than 15 percent
of annual sales, causing fixed costs to exceed off-season cash
flow. Retail propane sales volumes and gross profit for the fourth
quarter of fiscal year 2003 were 116 million gallons and $66.8
million, respectively. Operating and general and administrative
expenses were $70.7 million and $6.2 million, respectively.
Equipment lease expense was $4.1 million. These seasonal results
produced an expected Adjusted EBITDA loss of $14.2 million and net
loss of $44.8 million for the fourth quarter. The extraordinary
performance experienced during the same quarter last year was not
expected to be repeated this fiscal year. The fourth quarter
results this fiscal year were consistent with recent fiscal years
and consistent with the Partnership's expectations.

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


FLEMING: Sells Kansas Property to Spartan Real Estate for $1.8M
---------------------------------------------------------------
Fleming Companies, Inc., and its debtor-affiliates intend to sell
a real estate property in Kenneth Parkway and Highway 101 in
Leawood, Kansas.  The property was marketed for several years by
WCM Investment Company with little success.  Spartan Real Estate
LLC will buy the property for $1,800,000.  Spartan is a Kansas
limited liability company not affiliated with any of the Debtors.

Marjon Ghasemi, Esq., at Kirkland & Ellis, in Los Angeles,
California, tells the Court that the sale will generate the
highest and best value for the Debtors' estates. (Fleming
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


FLEXTRONICS: Will Take Action to Contest California Jury Verdict
----------------------------------------------------------------
Flextronics International Ltd. (Nasdaq: FLEX) announced that it is
appalled that a jury in Orange County, California, Thursday
returned a verdict against Flextronics, in favor of Beckman
Coulter, that totals $934 million, including $931 million in
punitive damages, in a case that began as a $2.2 million contract
dispute relating to a manufacturing relationship between the
companies. "We believe that the verdict is clearly unsupported by
either the law or the facts and that the award of punitive damages
is excessive and unwarranted, since the jury found only $3.0
million of actual contract and tort damages to Beckman," said
Michael Marks, Chief Executive Officer of Flextronics.

Flextronics believes that this verdict should be overturned
because it violates California law and Flextronics' right to due
process under state and federal constitutions. U.S. Supreme Court
rulings as applied in California establish that punitive damages
generally must be limited to four times the amount of actual
compensatory damages caused by tortious conduct. In this case, the
jury found only $800,000 of actual tort damages, meaning punitive
damages, if any, should be limited to no more than $3.2 million
instead of the $931 million awarded.

"We intend to mount a vigorous challenge of this run-away jury
verdict, and are fully confident that this award will be almost
entirely eliminated in subsequent legal proceedings," said Marks.
The judge presiding over the case has not yet entered a judgment
on the jury's verdict, and Flextronics expects to file appropriate
post trial motions to correct the jury's decision and will appeal
if necessary.

This award was particularly surprising in light of the testimony
by Beckman witnesses that Flextronics did nothing intentionally
wrong in the business relationship, which amounted to less than
$20 million of revenue over 3 years. During the trial, the court
made a number of errors of law that Flextronics believes will
require a reversal of this award on appeal, preventing Flextronics
from presenting key evidence that would have negated Beckman's
tort claims (which gave rise to all of the punitive damages), and
erroneously instructing the jury regarding the law.

"That this irrational verdict could be rendered, even if
subsequently corrected, exemplifies the need for reform of a legal
system in which juries are allowed to impose absurd punitive
damages," noted Marks.

Headquartered in Singapore, Flextronics (S&P, BB+ Corporate
Credit Rating, Stable) is the leading Electronics Manufacturing
Services provider focused on delivering supply chain services to
technology companies. Flextronics provides design, engineering,
manufacturing, and logistics operations in 29 countries and five
continents. This global presence allows for supply chain
excellence through a network of facilities situated in key markets
and geographies that provide customers with the resources,
technology, and capacity to optimize their operations.
Flextronics' ability to provide end-to-end services that include
innovative product design, test solutions, manufacturing, IT
expertise, network services, and logistics has established the
Company as the leading EMS provider with revenues of $13.4 billion
in its fiscal year ended March 31, 2003. For more information,
visit http://www.flextronics.com


GE HOME EQUITY: Fitch Cuts Class B-1 & B-2 Note Ratings to BB-/C
----------------------------------------------------------------
Fitch Ratings has taken rating action on the following GE Home
equity issue:

GE Home Equity 1997-HE 3:

-- Class A5 - A6 affirmed at 'AAA';

-- Class M, rated 'AA', remains on Rating Watch Negative;

-- Class B-1 downgraded to 'BB-' from 'BBB-';

-- Class B-2 downgraded to 'C' from 'CC'.

The credit support for the class B-2 has been depleted due to the
amount of losses. On Aug. 25, 2003, the bond took a principal
writedown. Although the transaction's structure allows for the
writedown amount to be repaid from future recoveries, the
structure does not allow for interest on the written down amount
to be repaid.

The negative rating actions for the B-1 and M class are taken due
to the level of losses incurred and the high delinquencies in
relation to the applicable credit support levels as of the August
2003 distribution date.


GLOBAL CROSSING: Seeks Okay for Alcatel Deferred Payment Pact
-------------------------------------------------------------
Paul M. Basta, Esq., at Weil Gotshal & Manges, LLP, in New York,
relates that the Global Crossing Debtors are a party to a MAC
Project Development and Construction Contract, dated June 2, 1998,
with Alcatel Submarine Networks, and Alcatel Submarine Networks,
Inc. The Debtors and Alcatel agreed to the deferment of payments
due under the MAC Contract.  This agreement is embodied in that
certain Deferred Payment Agreement dated as of July 1, 2003.  
Pursuant to the MAC Contract, Alcatel agreed to develop and
construct a subsea ring configuration system for the Debtors that
contains three of the Debtors' landing and cable stations at
various locations on the United States and the United States
Virgin Islands and is connected by submersible fiber optic
cables.  The MAC Contract was amended to provide for upgrades to
the MAC System not originally contemplated under the contract.  
The purchase price of the Upgrades is $21,700,000 and the final
payment for the Upgrades is due December 1, 2003.

Due to the prolonged time they have spent in Chapter 11 and their
available liquidity, the Debtors commenced negotiations with
Alcatel to defer a portion of the payment due under the MAC
Contract.  After extensive arm's-length negotiations, Alcatel
agreed, pursuant to certain conditions, to allow the Debtors to
defer a portion of the Final Payment.  The salient conditions
are:

   (1) Written notice by the Debtors to Alcatel seven days before
       the Final Payment Date of their intent to defer a portion
       of the amount, subject to a $2,500,000 cap;

   (2) Payment in full of all invoices issued under the MAC
       Contract, including that portion of the Final Payment
       not being deferred, that are due on or before the Final
       Payment Date;

   (3) Court approval of the Deferral Agreement prior to the
       Final Payment Date;

   (4) Effectiveness, on or before the Final Payment Date, of a
       GX Chapter 11 plan of reorganization, which Plan will be
       either the Plan or another plan of reorganization with
       respect to the Debtors, the terms and conditions of which
       are not less favorable to Alcatel than those of the Plan;
       and

   (5) Delivery to Alcatel, on the Final Payment Date, of a
       promissory note substantially in the form and substance of
       the Deferral Agreement, the salient terms of which are:

       (a) The Deferred Amount and all other outstanding amounts
           under the Note will be due and payable in full on
           September 1, 2004;

       (b) The unpaid principal balance will bear interest at
           one-year LIBOR from the date of execution of the Note,
           except that, from and after an Event of Default, the
           unpaid principal balance will bear interest at LIBOR
           plus 2%;

       (c) Interest will be calculated daily on the unpaid daily
           principal balance outstanding from time to time, on
           the basis of a 360-day year; and

       (d) Upon the occurrence of any of these events, which will
           constitute an Event of Default, all liabilities of the
           Debtors, including the entire unpaid principal of the
           Note and accrued interest, will immediately become due
           and payable, at Alcatel's option:

           -- failure of the Debtors to perform any obligation,
              liability, or claim to Alcatel, or to pay principal
              or interest when due;

           -- the dissolution, merger, or consolidation of the
              Debtors or any guarantor;

           -- the filing of a petition in bankruptcy or similar
              proceeding by or against the Debtors;

           -- the issuing of any attachment or the filing of any
              lien against any property of the Debtors or any
              guarantor;

           -- the taking of possession of any substantial part of
              the property of the Debtors or any guarantor at the
              instance of governmental authority; or

           -- the breach of any representation or warranty of the
              Debtors in connection with the Note.

The conditions precedent required to allow the Debtors to
exercise the deferral are not onerous.  Furthermore, the ability
to defer the payment of up to $2,500,000 is beneficial to the
Debtors' estates because it outweighs the interest the Debtors
are required to pay under the Note.  The interest under the Note,
calculated at one-year LIBOR, is reasonable, and, in the Debtors'
business judgment, less than the Debtors would likely be required
to pay should they attempt to finance the Final Payment through a
third party.

Thus, the Debtors ask the Court to approve their Deferred Payment
Agreement with Alcatel. (Global Crossing Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GLOBAL GOLD: Ex-Auditor's Report Airs Going Concern Uncertainty
---------------------------------------------------------------
Effective May 1, 2003, Global Gold Corporation, a Delaware
corporation, dismissed Grassi & Co. CPAs, P.C. as its independent
accountants, which action was approved by the Company's Board of
Directors on May 1, 2003.

Feldman Sherb & Co., P.C., a professional corporation of certified
public accountants was the independent accounting firm for Global
Gold, for the year ended December 31, 2001 and through the period
ended April 17, 2002. Feldman was merged into Grassi on April 17,
2002 with Grassi as the successor firm.

The report of Grassi on the financial statements of Global Gold
for the year ended December 31, 2002 and the report of Feldman on
the financial statements of the Company for the fiscal year ended
December 31, 2001 contains an expression of substantial doubt
regarding Global Gold's ability to continue as a going concern.

On May 1, 2003 Marcum & Kliegman LLP was engaged as the Company's
new independent accountants, commencing with the review of its
financial statements for the quarter ended March 31, 2003.


GOODYEAR: Fitch's Low-B Debt Ratings Plucked from Watch Negative
----------------------------------------------------------------
Fitch Ratings has removed the Rating Watch Negative on the 'B+'
for the senior secured debt and 'B' for the senior unsecured debt
ratings of Goodyear Tire & Rubber Company. The Rating Outlook is
Negative. Approximately $5 billion of debt is affected.

The United Steelworkers of America union which represents workers
at nearly all of Goodyear's North American tire plants recently
ratified a new 3 year contract after several months of
negotiations. Forging a new contract with greater flexibility for
cost reduction was crucial in Goodyear's plan to effect a
turnaround in its struggling North American Tire operations. While
the contract does incorporate some much needed cost reduction
measures, particularly in the area of pensions and healthcare, the
majority of the company's near term projected impact is
represented in cost avoidance. Actual reduction in structural
costs may be limited in the short term and as a result, can only
serve as one element of the turnaround in North American Tire
operations. Of equal or greater importance now are the company's
plans to increase productivity and utilization, improvement in
market share, rebuilding brands and pricing integrity, and
restoring distribution channels. While the new contract allows the
company to import tires from offshore sources based upon various
conditions which must be satisfied concerning production levels in
the protected union plants, in the near term, the company may not
be able to significantly increase the sale of imported tires which
was to make them more competitive in the low end of the market.

The new labor agreement also requires that Goodyear raise $325
million of new financing ($250 million of debt and $75 million of
equity or equity linked securities) by December 2003 and launch a
refinancing of the U.S. bank facilities by December 2004, months
in advance of the April 2005 maturity date. These requirements
could result in further increases in financing costs and further
compresses the tight timeframe under which Goodyear will need to
show improvement in its operations.

Over the next 6 to 12 months, Fitch expects that industry demand
for replacement tires will rebound to more historical norms in
North America. However, Goodyear's North American Tire operating
performance will continue to face cost headwinds, including high
raw material costs and pension and healthcare cost burdens.
However, progress in the company's restructuring program, combined
with any reversal of recent raw material price spikes and higher
utilization rates from capacity rationalizations and higher end
demand could serve to expand margins over the near term. The
company's margin performance also remains exposed to price
competition from more efficient competitors. Margin expansion will
need to occur in order to generate cash available for debt
reduction and pension obligations.

At June 30, 2003, Goodyear's consolidated balance sheet debt
amounted to just over $5.0 billion, a substantial increase over
$3.8 billion at March 31, 2003, largely reflecting the migration
of receivables financing back on to the balance sheet, and higher
cash balances. Debt also increased due to the negative cashflow
from operations with seasonal usage of working capital and poor
consolidated operating profitability. Goodyear remained compliant
with bank financial covenants at June 30, 2003.

Liquidity at June 30, 2003 was provided by $1.2 billion of cash
and equivalents and $167 million of availability under committed
bank lines. Substantial cash commitments come due over the next 12
months with pension funding requirements in the range of $400
million due in 2004 along with about $167 million of retiring
debt. The company will continue to require access to external
capital markets in the latter part of 2004 and into 2005 as it
faces the bank refinancing requirement, further pension
contributions and 2005 long-term maturities approaching $500
million. Continued access to funding and liquidity will largely
depend on its demonstration of turnaround in the core North
American Tire operations. Liquidity could be supplemented in the
event of a sale of the company's chemicals operations or other
non-core assets.


HARVEST NATURAL: Closes Sale of 34% Interest in LLC Geoilbent
-------------------------------------------------------------
Harvest Natural Resources, Inc. (NYSE: HNR) has closed the sale of
its 34 percent interest in LLC Geoilbent to a subsidiary of the
YUKOS Oil Company for $69.5 million.  

Harvest also received $5.5 million for the outstanding
intercompany loans and payables owed to Harvest by Geoilbent.  Net
cash proceeds after payment of expenses will be approximately $73
million.

Harvest President and Chief Executive Officer, Dr. Peter J. Hill,
said, "The closing of the Geoilbent sale positions our balance
sheet with approximately $150 million of cash available to
actively pursue various growth opportunities in both Russia and
Venezuela."

Harvest Natural Resources, Inc. (S&P, B- Corporate Credit Rating,
Stable), headquartered in Houston, Texas, is an independent oil
and gas exploration and development company with principal
operations in Venezuela.  For more information visit the Company's
Web site at http://www.harvestnr.com


ICOA INC: Reaches Pact to Restructure $1.5-Mil. Conv. Debentures
----------------------------------------------------------------
ICOA, Inc. (OTCBB:ICOA - News) has reached a restructuring
agreement with institutional investors holding over $1.56 million
worth of convertible debt, accrued interest and warrants.

The restructuring is in exchange for a payment of $508,000 in cash
in the first Quarter of 2004 along with $337,000 of preferred
stock and $225,000 of common stock - Both the preferred and common
stock are based on an agreed share price, carry lock-up
provisions, and eliminate future conversions.

"We believe this financial restructuring will benefit the
shareholders of ICOA by allowing the market to reflect the true
value of our business," commented Erwin Vahlsing, Jr., CFO of
ICOA, Inc. "We feel that this restructuring places ICOA on a
strong foundation for growth, by not only saving us $500,000 in
cash but strengthening the balance sheet by over $1.0 million.
Additional steps are underway that we think we will further
improve our balance sheet and strengthen the company," concluded
Mr. Vahlsing.

ICOA, Inc., located in Warwick, RI, deploys and operates an
automated network of self-service Internet payphone kiosks,
through its wholly owned WebCenter Technologies subsidiary. The
Company deploys a managed network capable of providing
telecommunication, business, and e-commerce services via these
kiosks. These include broadband communication services such as
telephone, e-mail, and e-fax; business services such as printing;
and e-commerce services including shopping and bill paying; and
advertising. It operates networks in airports, heavily trafficked
public facilities, and hotels. It currently has installations at
the San Francisco International Airport, the Greater Baton Rouge
Louisiana Airport and a New York City Hotel.

At June 30, 2003, ICOA Inc.'s balance sheet shows a working
capital deficit of about $5 million, and a total shareholders'
equity deficit of about $4 million.


IMCO RECYCLING: Proposes $200-Mill. Senior Secured Note Offering
----------------------------------------------------------------
IMCO Recycling Inc. (NYSE: IMR) plans a private offering of
approximately $200 million of senior secured notes due 2010.  The
net proceeds from the offering, along with borrowings under a
proposed new senior secured credit facility, will be used to
refinance substantially all of the company's outstanding
indebtedness.

IMCO Recycling Inc. (S&P, B Corporate Credit Rating, Stable) is
one of the world's largest recyclers of aluminum and zinc.  The
company has 22 U.S. production plants and five international
facilities located in Brazil, Germany, Mexico and Wales.  IMCO
Recycling's headquarters office is in Irving, Texas.


INT'L MULTIFOODS: 2nd Quarter 2004 Results Enter Positive Zone
--------------------------------------------------------------
International Multifoods Corp. (NYSE:IMC) reported second-quarter
fiscal 2004 net earnings of $900,000. This compares with a net
loss of $28.1 million in the second quarter of fiscal 2003.
Reported results in this year's second quarter include previously
announced unusual and one-time items totaling $3.1 million.
Second-quarter fiscal 2003 results include a loss from
discontinued operations of $32.4 million.

Excluding unusual and one-time items, second-quarter fiscal 2004
earnings from continuing operations were $4 million compared with
$4.3 million in the same period a year earlier. Results in the
current quarter reflect higher commodity costs, lower pension
income and continued softness in the company's U.S. and Canadian
foodservice products businesses. Higher commodity costs net of
pricing and lower pension income reduced earnings in the quarter
by about 6 cents per share.

Net sales for the quarter ended Aug. 30 were $208.4 million,
compared with $210.1 million last year.

Multifoods Chairman and Chief Executive Officer Gary E. Costley
said, "Results in the second quarter met our expectations and keep
us on track to achieve our earnings and cash-flow targets for
fiscal 2004. As expected, year-over-year improvements in our
consumer businesses during the quarter helped offset ongoing
weakness in foodservice. "We continue to see solid demand and
share gains in the marketplace for our consumer brands, including
Pillsbury and Martha White baking products and Bick's pickles in
Canada," Costley said. "Our attention remains focused on our
strategic priorities of product innovation, brand-building,
distribution expansion and margin improvement. These strategies
will allow us to drive growth, strengthen our businesses and
achieve strong results for our shareholders going forward."

During the quarter, the company refinanced some of its debt under
more favorable terms and completed the previously announced sale
of its foodservice pie business. As a result of the debt
refinancing, the company expects interest-expense savings of
approximately $2 million, or 7 cents per share, over the next 12
months.

Capital expenditures in the quarter were $3.3 million, and
depreciation and amortization totaled $5.2 million.

Debt at quarter end was $386.5 million, down from $529 million a
year ago. Debt increased $10.6 million from the end of the first
quarter due to the planned build-up of inventory in advance of the
key fall and winter seasons. This was in line with the company's
forecasts.

As a result of the final purchase of working capital from General
Mills in the first quarter and the seasonal increase in working
capital levels in the second quarter, Multifoods used $26.5
million of cash for operations year-to-date. For its fiscal year
ending Feb. 28, 2004, the company continues to expect free cash
flow in the range of $20 million to $25 million (cash flows from
continuing operations of $60 million to $65 million less capital
expenditures of approximately $40 million). Debt reduction remains
the company's top priority for the use of its excess cash.

Net interest expense from continuing operations for the quarter
was $6.2 million, down from $6.3 million in the year-earlier
period. The effective tax rate for continuing operations before
unusual and one-time items was 34 percent for the first half of
fiscal 2004. On a reported basis including unusual and one-time
items, the company recorded a tax benefit of approximately
$300,000 in the first half.

          Discussion of Second-Quarter Operating Results

Following is a review of the company's second-quarter operating
results by segment:

U.S. Consumer Products. Net sales for the second quarter were
$80.1 million, essentially even with a year ago. Operating
earnings increased 10 percent to $11.3 million, up from $10.3
million in the second quarter of fiscal 2003.

The increase in earnings was driven by higher average selling
prices, which offset lower shipment volume and higher commodity
costs. Total shipments in the quarter were down about 4.5 percent,
due to the planned rationalization of some low-margin business and
a reduction in trade inventory, resulting primarily from the
bankruptcy of Fleming Companies.

For the 13 weeks ending Aug. 30, consumer take-away as measured by
dollar volume was up 3 percent versus a year ago, driven by the
strong performance of Pillsbury and Martha White baking products
and Hungry Jack breakfast items.

"We are pleased with the second-quarter results in our U.S.
Consumer Products business and the growing demand for our products
in the marketplace," Costley said. "This performance clearly
demonstrates the benefits of efforts to expand distribution,
accelerate product innovation and build on the inherent equity in
our core brands. We have solid plans in place and feel good about
our prospects as we enter the holiday baking season, our biggest
volume and earnings period of the year."

Costley noted that overall distribution for U.S. Consumer Products
was up nearly 11 percent, compared with the second quarter a year
ago. During the quarter, the company completed the launch of
several new items, including Hungry Jack Easy Mash'd flavored
potatoes, Pillsbury SnackBatch baking mixes and Martha White
Cornbread Creations. The company also continues to build on the
Pillsbury brand's strong appeal among families with young children
through its "Pillsbury Kids Bake It Fun" consumer promotion.

Foodservice Products. Second-quarter net sales in Foodservice
Products declined 14 percent to $50 million, down from $58.3
million in the prior year. The decline in sales was primarily
driven by the planned rationalization of low-margin accounts and
product lines, and lower volumes in foodservice baking mixes.
Excluding unusual items, operating earnings were $600,000, down
from $1.4 million in the second quarter of fiscal 2003. These
results reflect lower volumes, higher commodity costs and
competitive pressures related to the ongoing softness in the
foodservice industry. Including unusual items, Foodservice
Products reported a loss of $300,000 in this year's second
quarter.

"Our Foodservice Products business is operating in a difficult
environment," Costley said. "We continue to take steps to improve
performance, including exiting non-core, under-performing
platforms and properly sizing our operations to current market
conditions.

During the quarter, we completed the sale of the foodservice pie
business and eliminated an additional 50 slow-moving SKUs. At the
same time, we are investing in new value-added products and
focusing on targeted segments that we believe offer future growth
potential."

Canadian Foods. Net sales for the second quarter of fiscal 2004
rose about 9 percent to $78.3 million, due to the impact of a
stronger Canadian dollar on currency translation. Unit volume for
Canadian Foods was essentially flat, as gains in commercial flour,
export, consumer ethnic foods and consumer condiments were offset
by declines in foodservice baking mixes, commercial condiments,
and consumer flour and baking mixes. During the quarter, the
company concluded its five-year agreement with Aurora Foods, Inc.,
to manufacture, sell and distribute Duncan Hines products in
Canada.

Operating earnings were $3.7 million, down from $5.3 million in
the second quarter a year ago. This decline was attributable to
lower returns on U.S. dollar-denominated sales as a result of a
stronger Canadian dollar, an unfavorable product mix and higher
commodity costs. Currency effects reduced earnings by about
$800,000.

"As anticipated, this was a challenging period for our Canadian
Foods business as softness in our foodservice products businesses
and external factors, such as currency, had a short-term impact on
performance," Costley said. "We remain focused on increasing the
value of our Canadian brands and enhancing our ability to serve
customers and consumers in Canada. Because of the organizational
changes we made in Canada earlier this year, we are better
positioned to maximize the potential of our Canadian Foods
business long term."

During the quarter, the company expanded its Golden Temple brand
with the introduction of a new frozen bread product. Golden Temple
is a leading brand of Indian foods. The company gained share in
the pickle category as a result of volume growth and the success
of new products under the Bick's brand. Robin Hood consumer flour
take-away for the 12 weeks ended Aug. 9 was up 5 percent on strong
category performance.

      Summary of Second-Quarter Unusual and One-Time Items

The company's second-quarter fiscal 2004 results include the
following:

-- pre-tax unusual items totaling $900,000, $400,000 after tax or
   2 cents per share, for exit costs related to the sale of
   selected assets of the company's foodservice pie business. The
   $2 million in cash from the sale, which was completed in
   August, was used to reduce debt. The company expects to
   recognize additional charges of up to $700,000 pre tax,
   $400,000 after tax or 2 cents per share, over the balance of
   the year in connection with this sale and the resulting closure    
   of its Simcoe, Ontario, plant.

-- a non-cash pre-tax charge of $4.4 million, $2.7 million after
   tax or 14 cents per share, for the write-off of the unamortized
   portion of bank fees on a former credit facility that was
   replaced with a new senior secured credit agreement in August.
   This charge is recorded in "Other income (expense), net" in the
   attached financial tables. The new agreement reduces the
   company's overall borrowing costs and provides greater
   financial flexibility.

                        Six-Month Summary

Earnings on a reported basis for the six months ended Aug. 30 were
$600,000, compared with a net loss of $64.5 million for the same
period a year ago. Excluding unusual and one-time items, earnings
from continuing operations were $6 million, compared with $7.6
million in the first six months of the prior year. This was in
line with the company's previous guidance.

Net sales for the first half of fiscal 2004 were $422.3 million,
compared with $420.5 million in fiscal 2003.

                            Outlook

For fiscal year 2004 ending Feb. 28, 2004, Multifoods continues to
expect earnings per diluted share before unusual items of $1.70 to
$1.75. Including unusual items, reported earnings are expected to
be in the range of $1.40 to $1.45 per share. These estimates
assume continued investments in marketing and R&D; higher
commodity costs, which principally affected first-half
comparisons; higher depreciation expense; lower interest expense;
and lower income from the company's primary pension plans, which
were fully funded at the end of fiscal 2003. In addition, the
company now expects its full-year tax rate to be between 33
percent and 35 percent.

Multifoods' annualized financial targets for the three-year period
beginning this fiscal year include: net sales growth of 3 percent
to 5 percent; operating earnings growth of 5 percent to 7 percent;
and earnings per share growth of 9 percent to 11 percent. The
company also said that it expects to exceed $100 million in free
cash flow (cash flows from operations less capital expenditures of
$90 million to $100 million) over the same three-year period.

"For the second half, we expect the strong performance of our
consumer businesses, the savings associated with our debt
refinancing and a lower-than-anticipated tax rate to offset
continued weakness in foodservice products," Costley said.
"Multifoods today has strong brands and talented people focused on
executing clear growth strategies. This gives us confidence in our
ability to achieve our annual and three-year financial goals."

Multifoods (S&P, BB Corporate Credit Rating, Stable) is a
manufacturer and marketer of branded consumer foods and
foodservice products in North America. The company's food
manufacturing businesses have combined annual net sales of nearly
$940 million. Multifoods' brands include Pillsbury(R) baking mixes
for items such as cakes, muffins, brownies and quick breads;
Pillsbury(R) ready-to-spread frostings; Hungry Jack(R) pancake
mixes, syrup and potato side dishes; Martha White(R) baking mixes
and ingredients; Robin Hood(R) flour and baking mixes; Pet(R)
evaporated milk and dry creamer; Farmhouse(R) rice and pasta side
dishes; Bick's(R) pickles and condiments in Canada; Softasilk(R)
premium cake flour; Red River(R) hot flax cereal; and Golden
Temple(R) Indian foods. Further information about Multifoods is
available on the Internet at http://www.multifoods.com  


INVESPRINT: Violates Technical Covenant Under Equipment Lease
-------------------------------------------------------------
Invesprint Corporation of Toronto reported financial results for
its first quarter ended July 31, 2003.

Sales from continuing operations for the first quarter of fiscal
2004 were $6.8 million compared to $8.7 million in the first
quarter of fiscal 2003. On November 20, 2002, the Company
announced that its largest label customer had chosen alternate
suppliers for its label needs. While significant progress has been
made to replace this business, the loss of this customer adversely
impacted sales in the first quarter of this year.

Consolidated gross margin was 7.5% of sales compared to 26.8% in
the first quarter last year. Lower sales combined with increased
capacity at Jonergin Pacific that came on-stream late in fiscal
2003 and was not fully utilized, resulted in substantially lower
margins. Selling, general and administrative expenses were
slightly lower than in the first quarter last year. Administrative
expenses for the first quarter of fiscal 2004 included severance
expense of $74,000 related to the closing of the corporate office
in Toronto.

The loss from discontinued operations for the first quarter of
fiscal 2004 was $308,000 compared to net earnings of $191,000 in
the first quarter last year. The loss in the first quarter of
fiscal 2004 included a foreign exchange loss of $300,000
reflecting the appreciation of the Canadian dollar from the
Company's year-end to the closing date of the Company's
disposition of its interest in Jay Packaging Group, Inc.

The loss from continuing operations for the first quarter was
$853,000 compared to earnings of $279,000 for the first quarter of
fiscal 2003. The net loss for the period was $1,161,000 compared
to net earnings of $470,000 in the same period last year.

The Company has been advised by one of its lessors that it
believes that the Company may have technically breached a covenant
under its equipment leases due to the sale of its interests in
Kree Technologies Inc. and Jay Packaging earlier in the year,
despite the fact that these sales generated substantial cash and
improved the financial position of the Company. The Company does
not believe it breached this covenant under the lease in question
and believes that it will be able to resolve the covenant issue
with the lessor.

"When announcing our fiscal 2003 results, I said we had
significant work ahead of us," stated Vince Hockett, President and
Chief Executive Officer. "This work began in earnest in out first
quarter when we identified and accounted for most of our problems.
While the resulting performance remains unacceptable, I am
confident that we are effectively addressing our operating and
strategic issues. We will continue this work for the next few
quarters."

Hockett continued, "Today, our main issue is to grow revenues. In
the last 60 days I have visited many customers; I am happy to
report that Jonergin and Jonergin Pacific have excellent
reputations and over the next few months will have opportunities
to increase volume. Hockett also stated that, "While we are
focusing on revenue generating activities, we have not lost sight
of cost control imperatives. Between our two operating locations
and our corporate office, we have eliminated almost $1,000,000 in
annual expenses. These reductions are significant steps on our
path to profitability and will help us remain competitive in the
marketplace."

Through its Jonergin operations in Montreal, Quebec and Napa,
California, Invesprint manufactures prime labels for the wine &
spirits, pharmaceutical and petrochemical markets.


ISLE OF CAPRI CASINOS: Will Buy President Casino in St. Louis
-------------------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) has entered into an
agreement to purchase The Admiral casino riverboat in St. Louis
Missouri from The President Riverboat Casino-Missouri, Inc.

The agreement is subject to general conditions including the
approval of the Missouri Gaming Commission, the satisfactory
completion of the due diligence by the Isle of Capri, as well as
the approval of the Federal Bankruptcy Court, located in St.
Louis. The purchase price is approximately $50 million, which will
be paid from excess cash and the company's revolver.

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,
Florida.


IVACO INC: Slashing 115 Jobs at Sivaco Quebec Division
------------------------------------------------------
Ivaco Inc., said its Sivaco Quebec division in Marieville, Quebec
will eliminate approximately 115 jobs as part of Ivaco's
restructuring under CCAA (Companies' Creditors Arrangement Act)
that was announced the other week. The process will begin
immediately with about half of the job reductions achieved through
attrition as some employees elect retirement under the Company's
pension plan.

The plant, which today has 380 employees, will also convert from a
7 days-per-week, 24 hours-per-day operation to a 5 days-per-week,
24 hours-per-day production schedule. Annual production output
will be reduced to 150,000 tons from 180,000 tons. The reduced
capacity reflects Sivaco Quebec's systematic elimination of low
margin, commodity-type products. These products, which were
destined for customers in the United States, had become
uncompetitive in light of market conditions and the rapid rise of
the Canadian dollar. The Marieville plant produces wire,
galvanized wire and nails.

"We are committed to successfully restructuring under CCAA,
maintaining our competitive position and returning to
profitability," said Gordon Silverman, Chief Restructuring Officer
of Ivaco. "As we announced last week, we are looking closely at
all facets of our business and acting where we can to achieve a
successful restructuring. Sometimes that means making difficult
decisions in the best interests of all our stakeholders. Today is
one of those days," added Mr. Silverman.

Ivaco filed for protection under the CCAA on September 16, 2003,
citing difficult market conditions for the entire North American
steel industry, which included the high Canadian dollar, U.S.
anti-dumping duty deposits and higher input, energy and
transportation costs.

Ivaco's restructuring plan consists of the following key
components:

- the consolidation of the Canadian operations in order to create
  a more efficient corporate structure;

- continuing the program for the sale of non-core assets;

- the renegotiation of various operating and labour agreements;

- the settlement of debts, including trade liabilities and legal
  obligations;

- continuing sales and distribution operations in the United
  States; and

- the discontinuance and sale or liquidation of all of the
  Company's United States manufacturing operations.

Ivaco is a Canadian corporation and is a leading North American
producer of steel, fabricated steel products and precision
machined components. Ivaco's modern steel operations include
Canada's largest rod mill, which has a rated production capacity
of 900,000 tons of wire rods per annum. In addition, Ivaco's
fabricated steel products operations have a rated production
capacity in the area of 350,000 tons per annum of wire, wire
products and processed rod, and over 175,000 tons per annum of
fastener products. Shares of Ivaco are traded on The Toronto Stock
Exchange (IVA).


KAISER: Court Clears Prof. McGovern's Engagement as Mediator
------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates sought and
obtained the Court's approval to appoint Francis McGovern as
mediator with respect to plan-related negotiations between
asbestos claimants and other creditor constituencies, nunc pro
tunc to June 1, 2003.

Francis McGovern, a professor at Duke University School of Law,
has written and spoken extensively on the use of alternative
dispute resolution techniques to avoid or to improve the
litigation process. Institutions like the federal judiciary, many
state courts, and the United Nations have sought Mr. McGovern's
services in addressing the practical and conceptual issues
involved in dispute resolution.  

Mr. McGovern will mediate any disputes among the Existing
Claimants, the Future Claimants and the Debtors' other
stakeholders with respect to the treatment of asbestos liabilities
in any proposed reorganization plan.  He will exercise independent
professional judgment as a Mediator and have no financial interest
in the outcome of the case.  Mr. McGovern affirmed that he is a
disinterested person as defined in Section 101(14) of the
Bankruptcy Code.

The Debtors will compensate Mr. McGovern at $10,000 per day,
inclusive of all expenses, for any day during which Mr. McGovern
attends a meeting directly relating to the negotiation of
reorganization plans. (Kaiser Bankruptcy News, Issue No. 32;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


LABRANCHE: S&P Affirms Ratings & Revises Outlook to Negative
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+/B'
counterparty credit ratings on LaBranche & Co. Inc., the leading
NYSE specialist firm. At the same time, the outlook on the ratings
was revised to negative from stable. An outlook reflects Standard
& Poor's assessment of the potential direction of a rating over
the intermediate term.

The outlook revision reflects concern over the possibility for
continuation of negative trends in profitability. "If
profitability were to remain under pressure, cash flow generation
could be impaired and ratings could be lowered," said Standard &
Poor's credit analyst Baylor A. Lancaster.

Standard & Poor's will continue to monitor the progress of the
NYSE investigation into the role and conduct of several specialist
firms. If the investigation results in additional regulations or
fines to LaBranche, the firm's ability to conduct principal
trading could be negatively affected. Standard & Poor's will also
monitor any changes in the NYSE market structure and will address
their impact on LaBranche as they develop.


LEAP WIRELESS: Cricket Wants to Up Deloitte's Fee as Tax Advisor
----------------------------------------------------------------
Cricket Communications, Inc., employs Deloitte & Touche LLP to
investigate potential tax savings on real and personal property
tax assessments for their properties.  Deloitte receives a 30%
contingent fee on any realized savings. The firm is solely
responsible for all of its costs and expenses.  Thus, it receives
no payment until a tax savings is received.

To recall, the Court authorized the Debtors to employ and
compensate ordinary course professional provided that the
compensation does not exceed $15,000 per month.  Deloitte was one
of these professionals.  The OCP Order further provided that the
Debtors may seek the Court's authority to increase the limitation
of monthly payments.

Because of the firm's success in its efforts, Cricket wants to
expand Deloitte's services.  Cricket estimates that Deloitte's
fees will be $125,000 to $400,000 per month.  Cricket further
estimates that Deloitte's services will earn them tax savings of
$420,000 to $1,300,000 per month.  

By this motion, Cricket seeks the Court's authority to pay
Deloitte for tax services in the ordinary course of business.  
Accordingly, the Court should amend the OCP Order to supplement
the estimated billing rates for Deloitte. (Leap Wireless
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


LEVI STRAUSS: Closing Remaining Manufacturing & Finishing Plants
----------------------------------------------------------------
Levi Strauss & Co., will close its remaining manufacturing and
finishing plants in North America as part of the shift away from
owned-and-operated manufacturing that the company began several
years ago.

The company plans to close its sewing and finishing operations in
San Antonio by year-end, displacing approximately 800 workers. Its
three Canadian facilities -- two sewing plants in Edmonton,
Alberta and Stoney Creek, Ontario, and a finishing center in
Brantford, Ontario -- are expected to close in March 2004,
displacing approximately 1,180 employees.

"Regrettably, these closures will affect workers who have done a
tremendous job for the company over the years," said chief
executive officer Phil Marineau. "We understand the impact this
change will have on them, their families and communities. As we
have done in the past, our intent is to provide a comprehensive
separation package for employees, along with support for the local
communities through philanthropic grants.

"We're in a highly competitive industry where few apparel brands
own and operate manufacturing facilities in North America. In
fact, we are one of the last companies to do so," said Marineau.
"In order to remain competitive, we need to focus our resources on
product design and development, sales and marketing and our retail
customer relationships."

The company intends to offer a comprehensive separation package to
help employees transition successfully to new opportunities. The
details of the separation packages for both Canadian and U.S.
employees will be determined through upcoming discussions with the
unions.

"The Levi Strauss Foundation intends to partner with government
agencies and community organizations to leverage our resources
collaboratively to address the unique needs of the local displaced
workers," said Theresa Fay-Bustillos, executive director of the
Levi Strauss Foundation and vice president of community affairs
for LS&CO. "We have established a Community Transition Fund to
provide grants that will help strengthen the economic base in San
Antonio and affected Canadian communities and help employees gain
access to a wide array of economic and educational opportunities."

Production from the San Antonio and Canadian facilities will be
shifted to LS&CO.'s global sourcing network, in adherence with the
company's comprehensive code of conduct. As the first
multinational company to develop a code of conduct, LS&CO. is
committed to ensuring that individuals making its products
anywhere in the world do so in safe and healthy working conditions
and are treated with dignity and respect.

Levi Strauss & Co. (S&P, B Corporate Credit Rating, Stable) is one
of the world's leading branded apparel companies, marketing its
products in more than 100 countries worldwide. The company designs
and markets jeans and jeans-related pants, casual and dress pants,
shirts, jackets and related accessories for men, women and
children under the Levi's(R), Dockers(R) and Levi Strauss
Signature(TM) brands.


LEVI STRAUSS: Canada Unit Closing Remaining Manufacturing Plants
----------------------------------------------------------------
Levi Strauss & Co. (Canada) Inc., will close its three remaining
manufacturing plants in Canada in 2004. This is the continuation
of a shift away from owned-and-operated manufacturing begun in the
late 1990s.

The closure of the three Canadian plants - sewing facilities in
Edmonton, Alberta, and Stoney Creek, Ontario, and a finishing
centre in Brantford, Ontario - will result in the displacement of
1,180 employees. These closures are expected to occur in March
2004.

"Our employees have done a tremendous job and these closures are
in no way a reflection on their good work," said Julie Klee,
General Manager of Levi Strauss & Co. (Canada) Inc. "As painful as
they are, however, the closures are an absolutely necessary part
of ensuring the long-term competitiveness of our business.

"Moving away from owned-and-operated manufacturing to a broader
sourcing base will strengthen our business by giving us much more
flexibility. It will allow us to use the right sources - with the
capabilities and cost-competitiveness that we need - to get a
wider range of products to market faster.

"The company has been making great strides in its business
turnaround despite the economic conditions that the apparel
industry has faced recently," Klee said. "This shift allows us to
continue that by focusing on product design, marketing and sales."

The company intends to offer a comprehensive separation package
designed to help employees transition successfully to new
opportunities. Meetings with the unions will take place in the
coming weeks to discuss the severance package and other transition
measures to assist employees.

The Levi Strauss Foundation has established a US$700,000 Community
Transition Fund to provide grants that will help the three
affected communities respond effectively to the needs of displaced
workers and strengthen the local economic base. The Foundation
will work with the communities to identify appropriate programs
for funding.

Levi Strauss & Co. (Canada) Inc. is the wholly owned subsidiary of
Levi Strauss & Co. (S&P, B Corporate Credit Rating, Stable), one
of the world's leading branded apparel marketers. In Canada, the
company markets and sells jeans, casual wear and accessories under
the Levi's(R), Dockers(R), GWG(R) and Levi Strauss Signature(R)
brands. Levi Strauss & Co. (Canada) Inc. is headquartered in
Richmond Hill, Ontario.


LEVI STRAUSS: Fitch Says Plant Closure Will Not Affect Ratings
--------------------------------------------------------------
Levi Strauss & Co.'s announcement to close its remaining five
North American manufacturing plants and reduce headcount by
approximately 2,000 does not have rating implications, according
to Fitch Ratings. While the announced plans are expected to
require restructuring charges, these charges, combined with its
previously announced headcount reduction in the U.S. and Europe,
are expected to generate significant cost savings as well. The
restructuring plans and cost savings were factored into Fitch's
affirmation of the senior unsecured debt and assignment of new
bank facility ratings on Sept. 12, 2003.

Fitch rates Levi's $1.7 billion senior unsecured debt 'B', its
$650 million asset-based loan 'BB' and its $500 million term loan
'BB-'. The 'BB-' rating on the company's previous bank credit
facility ($375 million revolver and $368 million term loan) is
withdrawn as the facility has been replaced.


MAJESTIC STAR: Gets Requisite Consents from 11.653% Noteholders
---------------------------------------------------------------
Majestic Investor Holdings, LLC and Majestic Investor Capital
Corp., have received the requisite tenders and consents from
holders of its 11.653% Senior Secured Notes due 2007.  On August
26, 2003, the Issuer commenced a cash tender offer and consent
solicitation relating to the Notes.

The consent date relating to the consent solicitation expired at
5:00 p.m., New York City time, on Thursday, September 25, 2003.  
As of 5:00 p.m., New York City time, on Thursday, September 25,
2003, $135,477,000 of the aggregate outstanding principal amount
of Notes had been tendered in the offer to purchase and consent
solicitation related to the Notes, which amounts to approximately
89.3% of the outstanding principal amount of the Notes.

The Issuer intends to enter into a supplemental indenture relating
to the Notes that effectuates the proposed amendments described in
the Offer to Purchase and Consent Solicitation Statement dated
August 26, 2003, as amended.  The proposed amendments will not
become operative, however, unless and until the Notes are accepted
and paid for pursuant to the terms of the offer to purchase, as
more fully described in the Statement. When the proposed
amendments become operative, holders of all the Notes then
outstanding will be bound thereby.

A consent payment of $30.00 per $1,000 principal amount of the
Notes will be paid only to holders of Notes who validly tendered
such Notes on or prior to the expiration of the consent
solicitation, if such Notes are accepted for payment.  Holders
whose valid tenders are received after the expiration of the
consent solicitation, but prior to the expiration of the offer to
purchase, which is 5:00 p.m., New York City time, on Monday,
October 6, 2003, will receive the purchase price of  $1,060.00 per
$1,000 principal amount of the Notes, but will not be eligible to
receive the Consent Payment.

The Majestic Star Casino, LLC (S&P, B Corporate Credit Rating,
Positive) is a multi-jurisdictional gaming company that directly
owns and operates one dockside gaming facility located in Gary,
Indiana and, pursuant to a 2001 acquisition through its
unrestricted subsidiary, Majestic Investor Holdings, LLC, owns and
operates three Fitzgeralds brand casinos located in Tunica,
Mississippi, Black Hawk, Colorado and downtown Las Vegas, Nevada.
For more information about the Company, please visit its Web sites
at http://www.majesticstar.comor http://www.fitzgeralds.com

The Majestic Star Casino, LLC and Majestic Investor Holdings, LLC
make available free of charge their annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and
all amendments to those reports as soon as reasonably practicable
after such material is electronically filed with or furnished to
the Securities and Exchange Commission.  You may obtain a copy of
such filings at http://www.sec.govor from its applicable Web
sites.


MAJESTIC STAR: Receives Consents from 10-7/8% Senior Noteholders
----------------------------------------------------------------
The Majestic Star Casino, LLC and The Majestic Star Capital Corp.
have received the requisite tenders and consents from holders of
its 10-7/8% Senior Secured Notes due 2006.  On August 26, 2003,
the Issuer commenced a cash tender offer and consent solicitation
relating to the Notes.

The consent date relating to the consent solicitation expired at
5:00 p.m., New York City time, on Thursday, September 25, 2003.  
As of 5:00 p.m., New York City time, on Thursday, September 25,
2003, $74,639,000 of the aggregate outstanding principal amount of
Notes had been tendered in the offer to purchase and consent
solicitation related to the Notes, which amounts to approximately
57.4% of the outstanding principal amount of the Notes.

The Issuer intends to enter into a supplemental indenture relating
to the Notes that effectuates the proposed amendments described in
the Offer to Purchase and Consent Solicitation Statement dated
August 26, 2003, as amended.  The proposed amendments will not
become operative, however, unless and until the Notes are accepted
and paid for pursuant to the terms of the offer to purchase, as
more fully described in the Statement. When the proposed
amendments become operative, holders of all the Notes then
outstanding will be bound thereby.

A consent payment of $5.00 per $1,000 principal amount of the
Notes will be paid only to holders of Notes who validly tendered
such Notes on or prior to the expiration of the consent
solicitation, if such Notes are accepted for payment.  Holders
whose valid tenders are received after the expiration of the
consent solicitation, but prior to the expiration of the offer to
purchase, which is 5:00 p.m., New York City time, on Monday,
October 6, 2003, will receive the purchase price of $1,049.38 per
$1,000 principal amount of the Notes, but will not be eligible to
receive the Consent Payment.

The Majestic Star Casino, LLC (S&P, B Corporate Credit Rating,
Positive) is a multi-jurisdictional gaming company that directly
owns and operates one dockside gaming facility located in Gary,
Indiana and, pursuant to a 2001 acquisition through its
unrestricted subsidiary, Majestic Investor Holdings, LLC, owns and
operates three Fitzgeralds brand casinos located in Tunica,
Mississippi, Black Hawk, Colorado and downtown Las Vegas, Nevada.
For more information about the Company, please visit its Web sites
at http://www.majesticstar.comor http://www.fitzgeralds.com

The Majestic Star Casino, LLC and Majestic Investor Holdings, LLC
make available free of charge their annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and
all amendments to those reports as soon as reasonably practicable
after such material is electronically filed with or furnished to
the Securities and Exchange Commission.  You may obtain a copy of
such filings at http://www.sec.govor from its applicable Web
sites.


METROMEDIAL INT'L: Nasdaq Delists Equity Securities from OTCBB
--------------------------------------------------------------
Metromedia International Group, Inc. (currently traded as:
OTCPK:MTRM - Common Stock and OTCPK:MTRMP - Preferred Stock), the
owner of interests in various communications and media businesses
in Russia, Eastern Europe and Georgia, announced the following:

-- The quotation of the Company's equity securities on the OTC
   Bulletin Board trading system was removed on September 24, 2003
   because the Company was not then in compliance with NASD Rule
   6530. Under Rule 6530 the Company was required to file its
   Quarterly Report on Form 10-Q for the quarter ended June 30,
   2003 with the United States Securities and Exchange Commission
   by September 23, 2003. The Company anticipates that it will
   file its Form 10-Q within the next 12 business days and thus
   again be in compliance with OTCBB trading eligibility
   requirements.

-- As part of its continuing corporate restructuring initiatives,
   the Company has undertaken to move its corporate headquarters
   from New York City to Charlotte, North Carolina. A much
   downsized, Charlotte-based, accounting and financial reporting
   work force has been successfully recruited and, in October,
   will commence operations in newly leased office space in
   Charlotte. Although this action has contributed to the delay in
   the filing of the Company's current Form 10-Q, its immediate
   effect will be a substantial reduction in continuing overhead
   expenditures. The Company expects to close its New York City
   office before the end of 2003.

-- The Company remitted Thursday $7.98 million to U.S. Bank
   Corporate Trust Services, the trustee of its $152.0 million
   10-1/2 % Senior Discount Notes due 2007, thereby effecting the
   required semi-annual interest payment prior to the
   September 30, 2003 due date.

-- To conserve cash in anticipation of further business
   development opportunities and potential refinancing of the
   Company's Senior Discount Notes, the Company has elected to not
   declare a dividend on its 7-1/4% cumulative convertible
   preferred stock for the quarterly dividend period ending on
   September 15, 2003. Accordingly, as of the September 15, 2003
   due date for such dividend, aggregated dividends in arrears is
   $37.5 million.

In making these announcements, Mark Hauf, Chairman and Chief
Executive Officer of the Company, commented: "Our delay in filing
the second quarter Form 10-Q is an unfortunate, but unavoidable
consequence of the otherwise very positive corporate restructuring
initiatives we began in the first quarter of 2003. We recognized
an acute need to promptly and substantially downsize and
reorganize the Company's support forces as part of our commitment
to resolve the significant liquidity issues that the Company had
long faced. Such actions unavoidably disrupt internal corporate
work flow processes and, given the scale of restructuring required
to adequately address our situation, the disruption has been
significant. These actions have limited our ability to file timely
public financial statements; but, in broader terms, the
restructuring and other initiatives we have taken in the Company
have substantially contributed to resolving the liquidity issues
we faced at the start of the year. Upon completing the move of our
much-streamlined US support operations to Charlotte later this
year, we expect that any further adverse effects of the
restructuring program will end and the Company will be positioned
to enjoy the long term benefits intended when we began this work
in March 2003."

With respect to the removal of quotation of the Company's equity
securities on the OTCBB trading system, Ernie Pyle, Senior Vice
President and Chief Financial Officer of the Company commented:
"We regret that our tardiness in filing a second quarter Form 10-Q
has had this unfortunate consequence and any temporary
inconvenience that may result for investors of our equity
securities. Work leading to filing of the second quarter Form 10-Q
commenced with urgency after the Company filed its 2002 Form 10-K
and first quarter 2003 Form 10-Q in July, but was much encumbered
by the significant reduction in corporate accounting and finance
personnel that we had sustained and the timing of such departures
in relation to the recruitment of replacement personnel from
Charlotte. Nonetheless, I am confident that the accounting and
finance personnel that are currently engaged and work flow
processes that are currently in place are sufficient to ensure
that we will complete the filing of the second quarter Form 10-Q
within the next 12 business days. Once the Company has filed this
Form 10-Q with the SEC and is again in compliance with SEC filing
requirements, the equity securities of the Company can only resume
trading on the OTCBB system if one of the Company's OTCBB's market
makers files a petition with the OTCBB (Form 211) and the OTCBB
then determines that the Company's equity securities can be quoted
on the OTCBB trading system."

Regarding the move of the Company's headquarters to Charlotte, NC,
Mr. Pyle further commented: "The Company's decision to move its
corporate headquarters operation from New York City was
principally driven by our commitment to substantially reduce
corporate overhead expenditures. Upon completing this move, the
Company will benefit from significant reductions in continuing
office-related, personnel and professional service costs.
Furthermore, this new headquarters operation and its counterpart
in Moscow, Russia are being sized and organized specifically to
fit the much streamlined corporate structure that will result upon
the Company's divestiture of all but its core foreign business
operations."

In summarizing matters announced Thursday, Mr. Hauf, commented:
"These announcements, with the exception of that concerning prompt
payment of our current interest obligations, unfortunately do not
demonstrate the significant progress that we have made in the past
two quarters to fundamentally restructure the Company and prepare
it for the future. Although this work has had several disruptive
consequences, I remain convinced that the course we are pursuing
will yield best long-run results for our stakeholders. We are
currently finalizing preparations for our 2003 annual shareholder
meeting, the date of which will be announced shortly. We look
forward to meeting with our shareholders at that time to review
events of this volatile year and discuss future opportunities that
we are certain have been created through this year's efforts."

Through its wholly owned subsidiaries, the Company owns
communications and media businesses in Russia, Eastern Europe and
Georgia. These include mobile and fixed line telephony businesses,
wireless and wired cable television networks and radio broadcast
stations. The Company has focused its principal attentions on
continued development of its core telephony businesses in Russia
and Georgia, while undertaking a program of gradual divestiture of
its non-core media businesses. The Company's non-core media
businesses are comprised of seven cable television networks,
including operations in Russia, Romania, Belarus, Moldova,
Lithuania and Georgia. The Company also owns interests in
seventeen radio businesses operating in Finland, Hungary,
Bulgaria, Estonia, Latvia and the Czech Republic. The Company's
core telephony businesses include Peterstar, the leading
competitive local exchange carrier in St. Petersburg, Russia, and
Magticom, the leading mobile telephony operator in Georgia.

Visit the Company's Web site at http://www.metromedia-group.com

                         *     *     *

As previously reported, the Company commented that the "completion
and filing of these public reports presented a tremendous
challenge to the Company, due principally to the considerable
restructuring underway at the Company since late February 2003."

The Company further said, "In an effort to address liquidity
concerns facing the Company for more than a year, we undertook
substantial work force and professional service cutbacks. Although
these measures have contributed to a material improvement in our
liquidity outlook, they made production of financial statements
and reports considerably more difficult."

The Company will return its attention to growth and development of
its core business and the further execution of initiatives to
resolve liquidity issues.


MICRON TECHNOLOGY: S&P Revises Low-B Ratings Outlook to Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Micron
Technology Inc. to stable from negative, reflecting increased
liquidity following the sale of about $450 million in common stock
rights to Intel Corp. (A+/Stable/A-1+) The transaction has eased
concerns about the company's near-term liquidity. The Intel
agreement included requirements for Micron to meet certain
technological milestones over the next few years. Micron also
announced earnings for the August quarter and fiscal year 2003.

All outstanding ratings on Micron, including the 'B+' corporate
credit rating, were affirmed. At Aug. 31, 2003, Micron had about
$1.3 billion of debt and capitalized operating leases outstanding.

"Ratings on Micron reflect the challenges of supplying
technologically intensive products subject to severe price
pressures, tempered by the company's conservative financial
policies," said Standard & Poor's credit analyst Bruce Hyman.

Micron (S&P, B+ Corporate Credit) is the second-largest supplier
of dynamic random access memories, holding about a 20% share of
the global market. Korea-based Samsung Electronics Co. Ltd. (A-
/Stable/A-2) holds the leadership position, with about a 31% share
on a revenue basis. Micron is expected to retain its strong
position in the industry through the course of the business cycle.

Because of volatile profitability, Micron's debt-protection
measures vary widely through the business cycle, although
capitalization has remained conservative. Debt, including
capitalized operating leases, was 21% of capital at Aug. 31, 2003.

Micron had about $1.3 billion of unrestricted cash at
Aug. 1, 2003, pro forma for the Intel transaction, while debt and
capitalized leases also totaled $1.3 billion. Capital expenditures
were $1.06 billion in the fiscal year ending August 2003. Micron
does not have a revolving credit agreement.


NAT'L CENTURY: Plan Provides for Formation of Litigation Trust
--------------------------------------------------------------
As of the Effective Date, the National Century Debtors will
execute a Litigation Trust Agreement, which will designate and
identify a Litigation Trustee.  The Litigation Trustee will be
authorized to take all other steps necessary to complete the
formation of a Litigation Trust.  The Litigation Trust will leave
all duties, powers, standing and authority necessary to implement
the Plan and to administer and liquidate the Assets of the
Litigation Trust for the benefit of the holders of beneficial
interests in the Litigation Trust.

David J. Coles, NCFE President, Secretary and Treasurer, relates
that there will be two classes of beneficial interests in the
Litigation Trust:

I. Class A

   Holders of Class A beneficial interests will have the
   beneficial interests in the Assets of the Litigation Trust
   other than the CSFB Claim and the proceeds of the Assets.  

II. Class B

   Holders of Class B Beneficial interests will have the
   beneficial interest in the CSFB Claim and the proceeds.  The
   CSFB Claim refers to any and all Causes of Action that the
   Debtors hold against Credit Suisse First Boston and its
   affiliates under Chapter 5 of the Bankruptcy Code and other
   applicable laws for the avoidance and recovery of payments
   made prior to the Petition Date to CSFB.

On the Effective Date, and in accordance with the Restructuring
Transactions, the Debtors will assign and transfer to the
Litigation Trust all of their rights, title and interest in and
to all Causes of Action other than the Excluded Claims and a
$10,000,000 Litigation Trust Restricted SPV Funds Holdback, for
the benefit of holders of beneficial interests in the Litigation
Trust.  The transfers of Assets to the Litigation 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 Litigation Trust.

All Assets will be transferred to the Litigation Trust subject to
the liabilities and obligations and the Litigation Trust will be
responsible for satisfying all liabilities and fulfilling all
obligations:

   (a) any expenses incurred for the benefit or in connection
       with the operation of the Litigation Trust, and

   (b) any other obligations of the Litigation Trust expressly
       set forth in the Plan.

                    Litigation Trust Agreement

The Litigation Trust Agreement will provide for:

   (a) payment of reasonable compensation to the Litigation
       Trustee,

   (b) payment of other Litigation Trust expenses, including the
       cost of pursuing certain Unresolved Recovery Actions,

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

   (d) valuation of the Causes of Action transferred to the
       Litigation Trust on the Effective Date,

   (e) preparation of tax returns and other reports of the
       Litigation Trust,

   (f) the prosecution of the Causes of Action assigned to the
       Litigation Trust which may include the litigation,
       settlement, abandonment or dismissal of any clams, rights
       or causes of action included in an Unresolved Recovery
       Action.

To comply with federal income tax requirements, Mr. Coles says,
the Litigation Trust will be subject to the same limitations as
the Liquidation Trust.

          Distribution of the Litigation Trust's Assets

All distributions from the Litigation Trust to the holders of
interests in the Litigation Trust will be made in accordance with
the claimant's Pro Rata share of the classes of beneficial
interests held at the time and in amounts as will be determined
by the Litigation Trustee pursuant to the applicable Litigation
Trust Agreement.  The Litigation Trustee will cause the
Litigation Trust to retain sufficient funds as reasonably
necessary for the Litigation Trust to:

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

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

   (c) satisfy other liabilities incurred by the Litigation Trust
       in accordance with the Plan. (National Century Bankruptcy
       News, Issue No. 23; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)


NEXTERA ENT.: Enters Pact to Sell Lexecon for $130MM + Debts
------------------------------------------------------------
Nextera Enterprises, Inc. (Nasdaq: NXRA) and its direct and
indirect subsidiaries Lexecon Inc., CE Acquisition Corp. and ERG
Acquisition Corp. have entered into a definitive asset purchase
agreement with FTI Consulting, Inc. and LI Acquisition Company,
LLC, a wholly owned subsidiary of FTI, under which LI Acquisition
Company will purchase all of the assets Lexecon and its
subsidiaries use in their economic consulting business.

The terms of the asset purchase agreement provide that FTI
Consulting will pay cash in the amount of $130 million, plus
additional consideration, including the assumption of certain
operating liabilities, in exchange for the Lexecon assets. The
Boards of Directors of all companies have approved the
transaction. The asset sale is subject to filings by the parties
and expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvement Act of 1976, as amended, receipt of the
approval of Nextera's shareholders at a special meeting and other
customary closing conditions.

The asset sale is expected to close during the fourth quarter of
2003. In connection with the asset purchase agreement, FTI has
entered into a voting agreement with shareholders of Nextera that
control approximately 71.5% of the voting power of the Company,
which obligates these shareholders to vote to approve the
transaction.

Lexecon is one of the nation's leading economics consulting firms.
The company provides legal, corporate and government clients with
analyses of complex economic issues for use in legal and
regulatory proceedings, strategic decisions, and public policy
debates. Lexecon has three offices: one in Chicago, Illinois and
two in Cambridge, Massachusetts.

Nextera plans to use the proceeds from the sale to repay existing
debt obligations, make required non-compete payments to certain
Lexecon key employees, satisfy other unassumed liabilities and pay
expenses related to the sale. After payment of those obligations,
liabilities and expenses, the Company expects to have
approximately $15-$17 million of cash remaining from the
transaction. The Company also anticipates having approximately $30
million of net operating loss carryforwards subsequent to the
utilization of net operating loss carryforwards to offset the
taxable gain from the sale of the Lexecon assets. Currently,
Nextera has approximately $4.2 million of preferred stock
outstanding and approximately 33.9 million shares of Class A and B
Common Stock outstanding.

Lexecon is Nextera's sole operating subsidiary. Following the
divestiture of the Lexecon business, Nextera said it intends to
review a variety of strategic alternatives aimed at maximizing its
resources and increasing shareholder value including, but not
limited to, the acquisition of one or more ongoing operations or
businesses. To evaluate its strategic alternatives, the Company
intends to form a special committee of the board of directors and
retain the services of an investment banking firm to provide
related advice.

Nextera Enterprises Inc., through its wholly owned subsidiary,
Lexecon, provides a broad range of economic analysis, litigation
support, and regulatory and business consulting services. One of
the nation's leading economics consulting firms, Lexecon assists
its corporate, law firm and government clients reach decisions and
defend positions with rigorous, objective and independent
examinations of complex business issues that often possess
regulatory implications. Lexecon has offices in Cambridge and
Chicago. More information can be found at http://www.nextera.com
and http://www.lexecon.com  

FTI is a multi-disciplined consulting firm with leading practices
in financial restructuring and litigation support. The company is
headquartered in Annapolis, Maryland.

                          *     *     *

                 Liquidity and Capital Resources

In its SEC Form 10-Q for the quarter ended March 31, 2003, Nextera
Enterprises reported:

"Consolidated working capital was $6.1 million on March 31, 2003,
compared to a working capital of $5.2 million on December 31,
2002. Included in working capital were cash and cash equivalents
of $0.6 million and $1.6 million on March 31, 2003 and
December 31, 2002, respectively.

"Net cash used in operating activities was $8.4 million for the
three months ended March 31, 2003. The primary components of net
cash used in operating activities was an increase of $5.0 million
of prepaid and other assets (relating to Messrs. Fischel and
Carlton's non-compete agreements), an increase of $4.4 million of
accounts receivable, a $1.6 million decrease of accounts payables
and accrued expenses (primarily bonus payments), and a net loss of
$3.1 million. These cash outflows were offset in part by $5.2
million of non-cash items relating to depreciation, provision for
doubtful accounts, amortization of non-compete agreements, non-
cash compensation charges, and interest paid-in-kind.

"Net cash provided by investing activities was $2.6 million for
the three months ended March 31, 2003, almost entirely
representing decreases in restricted cash.

"Net cash provided by financing activities was $4.8 million for
the three months ended March 31, 2003. The primary component of
net cash provided by financing activities was $5.0 million of
borrowings under the Company's Senior Credit Facility.

The Company's primary sources of liquidity are cash on hand,
restricted cash (for bonus payments only) and cash flow from
operations. The Company believes that if it is successful in
reducing its current days sales outstanding level and achieving
its forecasted profitability, it will have sufficient cash to meet
its operating and capital requirements for the next twelve months.
However, there can be no assurances that the Company's actual cash
needs will not exceed anticipated levels, that the Company will
generate sufficient operating cash flows, by reducing its current
days sales outstanding level and achieving its forecasted
profitability, to fund its operations in the absence of other
sources or that acquisition opportunities will not arise requiring
resources in excess of those currently available. In particular,
the Company has the option of extending the employment and non-
compete agreements with Messrs. Fischel and Carlton from their
current expiration of July 16, 2003 to January 15, 2004. In order
to exercise such option, the Company must pay Messrs. Fischel and
Carlton an aggregate amount of approximately $3.5 million,
including interest, on or before July 15, 2003 and an aggregate
amount of approximately $1.6 million, plus interest at 3.5% per
annum from January 15, 2003 through the date paid, within five
days of collection of a specified receivable but in no case later
than December 31, 2003, whether or not the receivable is collected
by that date. The Company hopes to exercise such option from cash
flows from operations, however, such funding from operations is
dependent upon reducing current days sales outstanding and
achieving forecasted profitability. To the extent that cash flows
from operations are not sufficient, the Company will need to
obtain alternative financing sources. In order for the Company to
further extend these agreements from January 16, 2004 through
December 31, 2008, the Company will need to make aggregate
payments to Messrs. Fischel and Carlton of $20.0 million by
January 15, 2004. We will require additional financing in amounts
that we cannot determine at this time in order to make all of the
payments required to extend these agreements to December 31, 2008.
We expect that we will need to raise funds through one or more
public or private financing transactions.

"Effective December 31, 2002, the Company entered into a Second
Amended and Restated Credit Agreement, which amended the Prior
Credit Agreement. As part of the Senior Credit Facility, Knowledge
Universe, Inc. purchased a $5.0 million junior participation in
the Senior Credit Facility. On January 7, 2003, the Company
borrowed $5.0 million under the Senior Credit Facility to fund the
first payment required under the employment and non-compete
agreements entered into with Messrs. Fischel and Carlton. The
Company's outstanding liability under the Senior Credit Facility
after the borrowing of the above mentioned $5.0 million was $32.2
million. The Senior Credit Facility requires that $4.7 million of
outstanding borrowings be permanently reduced in each of 2003 and
2004. The maturity of the Senior Credit Facility was extended to
January 1, 2005. Borrowings bear interest at the lender's base
rate plus 1.5%. The Company will continue to pay annual
administrative fees of $0.3 million, payable monthly, and the $0.9
million in aggregate back-end fees will continue to be payable
upon the maturity of the Senior Credit Facility. The back-end fees
can be waived if the Company repays the Senior Credit Facility
prior to maturity. All administrative fees paid to the senior
lenders are recorded by the Company as interest expense. An
affiliate of Knowledge Universe has agreed to continue to
guarantee $2.5 million of the Company's obligations under the
Senior Credit Facility. The Senior Credit Facility contains
covenants related to the maintenance of financial ratios,
operating restrictions, restrictions on the payment of dividends
and disposition of assets. The covenants are measured quarterly
and have been set at varying rates, the most restrictive at
approximately 15% below the Company's projected operating results.
If the results of operations significantly decline below projected
results and we are unable to obtain a waiver from the Company's
senior lenders, the Company's debt would be in default and
callable by the senior lenders. If our projections of future
operating results are not achieved and our debt is placed in
default, we would experience a material adverse impact on our
reported financial position and results of operations."


NEXTERA ENTERPRISES: FTI Consulting Confirms Lexecon Acquisition
----------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), the premier national provider of
turnaround, bankruptcy and litigation-related consulting services,
has reached an agreement to acquire the assets of Lexecon from its
parent company, Nextera Enterprises, Inc. (Nasdaq: NXRA).

Lexecon is one of the leading economic consulting firms in the
United States. Its clients include major law firms and the
corporations that they represent, government and regulatory
agencies, public and private utilities, and national and
multinational corporations. Lexecon's services involve the
application of economic, financial and public policy principles to
marketplace issues in a large variety of industries. Its services
fall into three broad areas: litigation support, public policy
studies and business consulting. Lexecon provides expert witness
testimony, economic analyses, and other litigation-related
services in adversarial proceedings in courts and before
regulatory bodies, arbitrators and international trade
organizations. Located in Chicago, Illinois and Cambridge,
Massachusetts, Lexecon has approximately 200 employees. For the
trailing 12 months ended June 30, 2003, Lexecon had preliminary
unaudited annual revenues exceeding $72.0 million and pro forma
EBITDA on a separate company basis of approximately $15.0 million.

The acquisition of Lexecon is subject to customary conditions,
including Nextera Enterprises shareholder approval and Hart-Scott-
Rodino review. In connection with the asset purchase agreement,
Knowledge Universe, Inc. and Nextera Enterprises Holdings, Inc.
entered into a voting agreement in which they agreed to vote
shares representing approximately 71 percent of the voting power
of Nextera in favor of the transactions contemplated by the
purchase agreement. The transaction is expected to close late in
the fourth quarter of 2003. The purchase price is approximately
$130.0 million of cash, which will be financed by FTI from a
combination of its cash resources, existing credit lines or new
credit facilities. The effect of the acquisition is expected to be
slightly accretive to FTI's earnings per share in 2003, assuming
completion before the end of the fourth quarter of 2003, and
accretive to earnings per share in 2004.

The senior leadership of Lexecon, Mr. Daniel R. Fischel and Dr.
Dennis Carlton, as well as certain other members of Lexecon
management, will enter into five-year employment agreements and
become senior managing directors of FTI Consulting. Mr. Fischel's
areas of expertise are securities, corporation law, regulation of
financial markets, and the application of the economics of
corporate finance to problems in these areas. Mr. Fischel has
published widely in books and scholarly journals and is the Lee
and Brena Freeman Professor of Law and Business at the University
of Chicago. Dr. Carlton, Professor of Economics at the Graduate
School of Business at the University of Chicago, specializes in
the economics of industrial organization, which is the study of
individual markets and includes the study of antitrust and
regulatory issues. Mr. Carlton is co-author of a leading text in
the field of industrial organization, has authored numerous
articles in books and academic journals, and is co-editor of The
Journal of Law and Economics.

Mr. Fischel stated, "Dr. Carlton and I, as well as all of the
other Lexecon management and staff, look forward to joining FTI
and contributing to its continued growth and practice
diversification. We believe that the FTI vision and environment
are consistent with our clients' needs and welcome the opportunity
to be a part of this evolving organization."

Commenting on the acquisition, Jack Dunn, FTI's chairman and chief
executive officer, said, "We believe that Lexecon is the premier
name in the field of economic consulting. The acquisition of
Lexecon is totally consistent with our core value to provide our
clients with the very best services. Not only is this transaction
an exceptional value for us in establishing our presence in the
economic consulting field, it should also provide an excellent
platform for growth as well as many collateral benefits. On an
organic basis, Lexecon has been resource constrained under its
existing parent. Combining its reputation and deep reservoir of
human capital with our financial capacity should create a strong
base from which to recruit and expand. On a purely cyclical basis,
Lexecon should enjoy a significant opportunity for growth as the
economy improves and antitrust review and merger and acquisition
activity increases. This is a major step forward for us."

Stewart Kahn, president and chief operating officer of FTI,
commented, "The acquisition of Lexecon continues our
diversification and significantly strengthens our forensic
accounting and litigation-related consulting business. From a
cross-selling perspective, we believe the deep client
relationships that Lexecon's fine professionals enjoy could also
lead to increased activity for our forensic accounting,
transaction support, merger and acquisition and electronic
evidence professionals."

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.

FTI is on the Internet at http://www.fticonsulting.com

Nextera Enterprises Inc., through its wholly owned subsidiary,
Lexecon, provides a broad range of economic analysis, litigation
support, and regulatory and business consulting services. One of
the nation's leading economics consulting firms, Lexecon assists
its corporate, law firm and government clients reach decisions and
defend positions with rigorous, objective and independent
examinations of complex business issues that often possess
regulatory implications. Lexecon has offices in Cambridge and
Chicago. More information can be found at http://www.nextera.com
and http://www.lexecon.com

                          *     *     *

                 Liquidity and Capital Resources

In its SEC Form 10-Q for the quarter ended March 31, 2003, Nextera
Enterprises reported:

"Consolidated working capital was $6.1 million on March 31, 2003,
compared to a working capital of $5.2 million on December 31,
2002. Included in working capital were cash and cash equivalents
of $0.6 million and $1.6 million on March 31, 2003 and
December 31, 2002, respectively.

"Net cash used in operating activities was $8.4 million for the
three months ended March 31, 2003. The primary components of net
cash used in operating activities was an increase of $5.0 million
of prepaid and other assets (relating to Messrs. Fischel and
Carlton's non-compete agreements), an increase of $4.4 million of
accounts receivable, a $1.6 million decrease of accounts payables
and accrued expenses (primarily bonus payments), and a net loss of
$3.1 million. These cash outflows were offset in part by $5.2
million of non-cash items relating to depreciation, provision for
doubtful accounts, amortization of non-compete agreements, non-
cash compensation charges, and interest paid-in-kind.

"Net cash provided by investing activities was $2.6 million for
the three months ended March 31, 2003, almost entirely
representing decreases in restricted cash.

"Net cash provided by financing activities was $4.8 million for
the three months ended March 31, 2003. The primary component of
net cash provided by financing activities was $5.0 million of
borrowings under the Company's Senior Credit Facility.

The Company's primary sources of liquidity are cash on hand,
restricted cash (for bonus payments only) and cash flow from
operations. The Company believes that if it is successful in
reducing its current days sales outstanding level and achieving
its forecasted profitability, it will have sufficient cash to meet
its operating and capital requirements for the next twelve months.
However, there can be no assurances that the Company's actual cash
needs will not exceed anticipated levels, that the Company will
generate sufficient operating cash flows, by reducing its current
days sales outstanding level and achieving its forecasted
profitability, to fund its operations in the absence of other
sources or that acquisition opportunities will not arise requiring
resources in excess of those currently available. In particular,
the Company has the option of extending the employment and non-
compete agreements with Messrs. Fischel and Carlton from their
current expiration of July 16, 2003 to January 15, 2004. In order
to exercise such option, the Company must pay Messrs. Fischel and
Carlton an aggregate amount of approximately $3.5 million,
including interest, on or before July 15, 2003 and an aggregate
amount of approximately $1.6 million, plus interest at 3.5% per
annum from January 15, 2003 through the date paid, within five
days of collection of a specified receivable but in no case later
than December 31, 2003, whether or not the receivable is collected
by that date. The Company hopes to exercise such option from cash
flows from operations, however, such funding from operations is
dependent upon reducing current days sales outstanding and
achieving forecasted profitability. To the extent that cash flows
from operations are not sufficient, the Company will need to
obtain alternative financing sources. In order for the Company to
further extend these agreements from January 16, 2004 through
December 31, 2008, the Company will need to make aggregate
payments to Messrs. Fischel and Carlton of $20.0 million by
January 15, 2004. We will require additional financing in amounts
that we cannot determine at this time in order to make all of the
payments required to extend these agreements to December 31, 2008.
We expect that we will need to raise funds through one or more
public or private financing transactions.

"Effective December 31, 2002, the Company entered into a Second
Amended and Restated Credit Agreement, which amended the Prior
Credit Agreement. As part of the Senior Credit Facility, Knowledge
Universe, Inc. purchased a $5.0 million junior participation in
the Senior Credit Facility. On January 7, 2003, the Company
borrowed $5.0 million under the Senior Credit Facility to fund the
first payment required under the employment and non-compete
agreements entered into with Messrs. Fischel and Carlton. The
Company's outstanding liability under the Senior Credit Facility
after the borrowing of the above mentioned $5.0 million was $32.2
million. The Senior Credit Facility requires that $4.7 million of
outstanding borrowings be permanently reduced in each of 2003 and
2004. The maturity of the Senior Credit Facility was extended to
January 1, 2005. Borrowings bear interest at the lender's base
rate plus 1.5%. The Company will continue to pay annual
administrative fees of $0.3 million, payable monthly, and the $0.9
million in aggregate back-end fees will continue to be payable
upon the maturity of the Senior Credit Facility. The back-end fees
can be waived if the Company repays the Senior Credit Facility
prior to maturity. All administrative fees paid to the senior
lenders are recorded by the Company as interest expense. An
affiliate of Knowledge Universe has agreed to continue to
guarantee $2.5 million of the Company's obligations under the
Senior Credit Facility. The Senior Credit Facility contains
covenants related to the maintenance of financial ratios,
operating restrictions, restrictions on the payment of dividends
and disposition of assets. The covenants are measured quarterly
and have been set at varying rates, the most restrictive at
approximately 15% below the Company's projected operating results.
If the results of operations significantly decline below projected
results and we are unable to obtain a waiver from the Company's
senior lenders, the Company's debt would be in default and
callable by the senior lenders. If our projections of future
operating results are not achieved and our debt is placed in
default, we would experience a material adverse impact on our
reported financial position and results of operations."


NORTEL NETWORKS: Preferred Share Dividends Payable on Nov. 12
-------------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 (TSX:NTL.PR.F) and the outstanding Non-
cumulative Redeemable Class A Preferred Shares Series 7
(TSX:NTL.PR.G). The dividend amount for each series is calculated
in accordance with the terms and conditions applicable to each
respective series, as set out in the Company's articles. The
annual dividend rate for each series floats in relation to changes
in the average of the prime rate of Royal Bank of Canada and The
Toronto-Dominion Bank during the preceding month ("Prime") and is
adjusted upwards or downwards on a monthly basis by an adjustment
factor which is based on the weighted average daily trading price
of each of the series for the preceding month, respectively. The
maximum monthly adjustment for changes in the weighted average
daily trading price of each of the series will be plus or minus
4.0% of Prime.

The annual floating dividend rate applicable for a month will in
no event be less than 50% of Prime or greater than Prime. The
dividend on each series is payable on November 12, 2003 to
shareholders of record of such series at the close of business on
October 31, 2003.

Nortel Networks is an industry leader and innovator focused on
transforming how the world communicates and exchanges
information. The company is supplying its service provider and
enterprise customers with communications technology and
infrastructure to enable value-added IP data, voice and
multimedia services spanning Wireless Networks, Wireline
Networks, Enterprise Networks and Optical Networks. As a global
company, Nortel Networks does business in more than 150
countries. More information about Nortel Networks can be found on
the Web at http://www.nortelnetworks.com.  

                         *   *   *

Standard & Poor's Ratings Services affirmed its 'B' rating on
Nortel Networks Lease Pass-Through Trust's certificates series
2001-1. Concurrently, the outlook is revised to stable from
negative.

The rating on the certificates is dependent upon the corporate
credit rating on Nortel Networks Ltd. (Nortel), which was affirmed
at 'B' Sept. 4, 2003, and at which time its outlook was revised to
stable.


NOVA CHEMS: Q3 Earnings Release & Conference Call on Oct. 22
------------------------------------------------------------
NOVA Chemicals (NYSE:NCX)(TSX:NCX) announced these earnings
release and conference call details:

Earnings Release: Wednesday, October 22, 2003

                  7:30 a.m. EDT (6:30 a.m. CDT; 5:30 a.m. MDT;

                  4:30 a.m. PDT)

Conference Call:  Wednesday, October 22, 2003

                  1:00 p.m. EDT (12:00 p.m. CDT; 11:00 a.m. MDT;

                  10:00 a.m. PDT)

                  Dial-In Number: 416.695.5806

Live Web Cast:    The web cast can be accessed live at
                  http://www.vcall.com
                  (ticker symbol NCX).

Instant Replay:   A replay of the conference call will be
                  available at 416.695.5800 (passcode #1463957)
                  through Wednesday, October 29, 2003.

Upcoming Earnings Release Dates:

--  4th Quarter 2003 - January 28, 2004   

--  1st Quarter 2004 - April 21, 2004                  

--  2nd Quarter 2004 - July 21, 2004

--  3rd Quarter 2004 - October 20, 2004

Dates are subject to change. Conference calls and live internet
web casts to discuss quarterly earnings are held at 1:00 p.m.
Eastern Time on the day of the earnings release. Earnings are
released at 7:30 a.m. on the day indicated. The news release will
contain the necessary instructions for accessing the call.

NOVA Chemicals (S&P, BB+ Long-Term Corporate Credit
Rating, Positive) is a focused, commodity chemical company
producing olefins/polyolefins and styrenics at 18 locations in the
United States, Canada, France, the Netherlands and the United
Kingdom. NOVA Chemicals Corporation shares trade on the Toronto
and New York exchanges under the trading symbol NCX.

Visit NOVA Chemicals on the Internet at
http://www.novachemicals.com


NRG ENERGY: Wants Disclosure Statement Hearing Set for Oct. 28
--------------------------------------------------------------
According to Matthew A. Cantor, Esq., at Kirkland & Ellis, in New
York, all the creditors and equity security holders of the
Debtors are treated as unimpaired under the Plan dated
September 17, 2003.  As a result, pursuant to Section 1126(f) of
the Bankruptcy Code, the creditors and equity security holders are
conclusively presumed to have accepted the Plan and no
solicitation of their votes is required.  

Accordingly, NRG Energy, Inc., and its debtor-affiliates ask the
Court to schedule:

   (a) the Disclosure Statement Hearing on or before
       October 28, 2003, and

   (b) the Confirmation Hearing on or before November 21, 2003,
       pursuant to Section 1128 of the Bankruptcy Code and Rule
       3017 of the Federal Rules of Bankruptcy Procedure.

The Disclosure Statement Hearing and the Confirmation Hearing may
be continued from time to time by the Court or the Debtors
without further notice other than adjournments announced in open
court.

                       Hearing Notices

Rule 3017(a) of the Federal Rules of Bankruptcy Procedure
requires not less than 25 days' notice to all creditors and
equity security holders of the time fixed for filing objections
and the hearing to consider the adequacy of the disclosure
statement.  In addition, Rules 2002(6) and (d) of the Federal
Rules of Bankruptcy Procedure require notice by mail to all
creditors and equity security holders of the time set for filing
objections to, and the hearing to consider the approval of, a
disclosure statement.

Accordingly, the Debtors propose:

   (a) to mail a copy of the notice by overnight mail to all its
       creditors and equity security holders on October 1, 2003;

   (b) to publish the Disclosure Statement and Confirmation
       Notice, not less than 25 days before the deadline to file
       objections to the Disclosure Statement, in The Wall Street
       Journal and The New York Times;

   (c) to publish the Disclosure Statement and Confirmation
       Notice at http://wwww.kccllc.net/nrg

Mr. Cantor asserts that the publication of the Disclosure
Statement and Confirmation Notice will provide sufficient notice
of the time fixed for filing objections to the Disclosure
Statement and the time, date, and place of the Disclosure
Statement Hearing to persons who do not otherwise receive notice
by mail.

Rule 3017(a) further require that a debtor mail the plan and the
disclosure statement together with the notice of the disclosure
statement hearing to any trustee or committee appointed under the
Code, the Securities and Exchange Commission and any party-in
interest who requests in writing a copy of the statement or plan.  
Accordingly, the Debtors will send a copy of the Disclosure
Statement and the Plan to these parties:

   (a) Bingham McCutchen LLP, the Committee's counsel,

   (b) Simpson Thacher & Bartlett, counsel for the Global
       Steering Committee,

   (c) Akin, Gump, Strauss, Hauer & Feld, counsel for the South
       Central Bondholders Committee and the Northeast
       Bondholders Committee, LLP,

   (d) the Office of the United States Trustee,

   (e) Paul, Hastings, Janofsky & Walker LLP, counsel for the
       Debtors' postpetition lenders,

   (f) all those parties which have filed notices of appearance
       pursuant to Rule 2002 of the Bankruptcy Rules;

   (g) the Securities and Exchange Commission; and

   (h) any party-in-interest who specifically requests it in the
       manner specified in the Disclosure Statement and
       Confirmation Notice.

              Procedures for the Filing of Objections

The Disclosure Statement and Confirmation Notice will provide
that objections or responses to the Disclosure Statement, if any,
must:

   (a) be in writing,

   (b) state the name and address of the objecting or responding
       party and the nature of the claim or interest of the   
       party,

   (c) state with particularity the basis and nature of any
       objection or response and include, where appropriate,
       proposed language to be inserted in the Disclosure
       Statement to resolve any objection or response, and

   (d) be filed, together with proof of service, with the Court
       and served so that they are received on or before 4:00
       p.m., prevailing Eastern Time, on October 27, 2003, by
       these parties:

       (a) Kirkland & Ellis, counsel for the Debtors,

       (b) Bingham McCutchen, counsel for the Committee;

       (c) Simpson Thacher & Bartlett, counsel for the Global
           Steering Committee,

       (d) Akin, Gump, Strauss, Hauer & Feld, LLP, counsel for
           the South Central Bondholders Committee and the
           Northeast Bondholders Committee,

       (e) the Office of the United States Trustee, and

       (f) Paul, Hastings, Janofsky & Walker LLP, counsel for the
           Debtors' postpetition lenders.

Accordingly, the Debtors ask the Court to approve the procedure
and timing for filing objections to the Disclosure Statement, as
set forth in the Disclosure Statement and Confirmation Notice.

                    Notice of Non-Voting Status

Pursuant to Rule 3017(d) of the Federal Rules of Bankruptcy
Procedure, the Debtors also propose to include in the Disclosure
Statement and Confirmation Notice to be mailed to all their
creditors and equity security holders a notice of non-voting
status which:

   (a) identifies the recipient of the Disclosure Statement and
       Confirmation Notice as the member of a class designated as
       unimpaired under the Plan, and

   (b) provides the name and address of the person from whom
       copies of the Disclosure Statement and Plan may be
       obtained upon request at the Debtors' expense.

               Adequacy of the Disclosure Statement

Mr. Cantor notes that the Disclosure Statement addresses each of
the salient types of information in a manner that provides the
creditors and equity security holders of the Debtors with
adequate information.  The Disclosure Statement includes:

   (a) the circumstances that gave rise to the filing of the
       bankruptcy petitions;

   (b) a description of the Debtors' business, assets and
       existing capital structure;

   (c) the anticipated future of the Debtors;

   (d) a description of the Debtors' indebtedness and liquidity
       issues;

   (e) a disclaimer indicating that no statements or information
       concerning the Debtors or securities are authorized, other
        than those set forth in the Disclosure Statement;

   (f) a summary of the Plan; and

   (g) information relevant to the risks being taken by the
       creditors and interest holders.

Because the creditors and equity security holders of the Debtors
are unimpaired and are deemed to accept the Plan, the Debtors
arguably are not required to transmit a disclosure statement in
the first instance.  Section 1125(b) of the Bankruptcy Code can
be interpreted to impose the disclosure requirement as a
precondition to solicitation, and not as an independent
requirement applicable to situations where solicitation is
unnecessary.  Nevertheless, out of the abundance of caution and
in the interest of facilitating the Plan confirmation process,
the Debtors opted to transmit a disclosure statement.  
Accordingly, the Debtors ask the Court to approve the Disclosure
Statement.

       Notice Procedures of the Confirmation Hearing

Pursuant to Rules 2002 and 3017(d) of the Federal Rules of
Bankruptcy Procedures, the Debtors propose to provide to all
creditors and equity security holders a copy of the Disclosure
Statement and Confirmation Notice setting forth:

   (a) the date and time fixed for filing objections to
       confirmation of the Plan, and

   (b) the date, time and place for the Confirmation Hearing.

In addition to mailing the Disclosure Statement and Confirmation
Notice, the Debtors will publish the Disclosure Statement and
Confirmation Notice in two major national newspapers and
electronically on http://www.kccllc.net/nrg.

The Debtors believe that publication of the Disclosure Statement
and Confirmation Notice will provide sufficient notice of the
time fixed for filing objections to confirmation of the Plan and
the time, date, and place of the Confirmation Hearing to persons
who do not otherwise receive notice by mail.

               Procedures for the Filing of Objections

Furthermore, the Debtors ask the Court to approve the procedure
and timing for filing objections to the Plan, as set forth in the
Disclosure Statement and Confirmation Notice, which provides that
objections to the confirmation of the Plan or proposed
modifications to the Plan must:

   (a) be in writing,

   (b) state the name and address of the objecting party and the
       amount and nature of the claim or interest of the party,

   (c) state with particularity the basis and nature of any
       objection to the Plan, and

   (d) be filed, together with proof of service, with the Court
       and served so that they are received no later than 4:00
       p.m., Eastern Time on the date that is 10 days prior to
       the date of the Confirmation Hearing on the Interested
       Parties. (NRG Energy Bankruptcy News, Issue No. 10;
       Bankruptcy Creditors' Service, Inc., 609/392-0900)


NUCENTRIX BROADBAND: Wants Nod to Hire KBA Group as Accountants
---------------------------------------------------------------
Nucentrix Broadband Networks, Inc., and its debtor-affiliates are
seeking permission from the U.S. Bankruptcy Court for the Northern
District of Texas to employ KBA Group LLP as accountants.

In its capacity, KBA is expected to:

     a) serve as corporate accountants for the Debtors in these
        Cases;

     b) consult with the Debtors, any statutory creditors'
        committee, any trustee, and the United States Trustee
        concerning financial and accounting matters in
        administration of these Cases;

     c) provide financial and accounting assistance in the
        formulation and confirmation of a Chapter 11 plan of
        reorganization (or liquidation) and disclosure statement
        for the Debtors;

     d) assist counsel for the Debtors to provide testimony in      
        relation to financial and accounting matters;

     e) assist the Debtors in the preparation of the Debtors'
        schedules and statement of financial affairs; and

     f) assist the Debtors in preparation of its monthly
        operating reports and other reports required by the
        United States Trustee.

Barry Adamson, partner at KBA Group discloses that his firm will
bill the Debtors in its current hourly rates that range from:

          Partners/Principals         $250 per hour
          Managers                    $160 per hour
          Senior Accountants          $125 per hour
          Staff Accountants           $110 per hour

Headquartered in Carrollton, Texas, Nucentrix Broadband Networks,
Inc., provides broadband wireless Internet and subscription
television services using radio spectrum.  The Company, together
with its 18 affiliates, filed for chapter 11 protection on
September 5, 2003 (Bankr. N.D. Tex. Case No. 03-39123).  John E.
Mitchell, Esq., Josiah M. Daniel, III, Esq., and Todd C. Crosby,
Esq., at Vinson and Elkins, LLP represent the Debtors in their
restructuring efforts.  As of March 31, 2003, the Debtors, listed
$69,452,000 in total assets and $31,676,000 in total debts.


PACIFIC GAS: Seeks Approval to Enter into Hedging Transactions
--------------------------------------------------------------
Pacific Gas and Electric Company seeks the Court's authority to
enter into certain interest rate hedging transactions in
connection with the financing under the Settlement Plan and to
incur secured debt in relation to the Settlement Plan.

PG&E intends to enter into interest-rate swaps, caps, collars,
forward rate agreement, options and floors -- Interest Rate
Hedges -- in connection with the debt that PG&E contemplates
issuing to implement the Settlement Plan.  PG&E also wants to
enter into hedge agreements with counterparties to the Interest
Rate Hedges, subject to a certain aggregate liability limitation
amount.

PG&E contemplates entering and performing its obligations under
the Interest Rate Hedges and Hedge Agreements with settlement and
expiration dates through June 30, 2004, provided that the
aggregate amount of all liabilities does not exceed $90,000,000.  
PG&E also seeks the Court's permission to post collateral and
grant a senior lien on collateral consisting of cash, up to a
maximum of $90,000,000 in favor of the applicable hedge
counterparties.

Under virtually any reorganization plan that will resolve its
Chapter 11 case, PG&E will be required to issue or reinstate
significant amounts of long-term debt as part of its
implementation financing.  PG&E anticipates that the long-term
debt aggregates to $8,800,000,000, although contingencies could
increase the amount to $10,500,000,000.  Of the $8,800,000,000,
$7,700,000,000 is estimated to be new long-term debt, of which
$7,400,000,000 is anticipated to be fixed-rate, long-term debt.  
Entering into agreements to preserve the benefits of the
currently low market interest rates is anticipated to provide
long-lasting benefits to the estate and interested parties.  
Because the window of opportunity to secure the benefits of
current low forward interest rates is uncertain, PG&E decided to
enter into Interest Rate Hedges and Hedge Agreements.

                     Interest Rates and Risk

The attractiveness of current market interest rates is
exemplified by the closing yields on five-year and 10-year U.S.
Treasury Notes, which were 3.35% and 4.48% per annum as of
August 26, 2003.  These U.S. Treasury notes rates, which are
illustrative of similar trends in other interest rate benchmarks,
are at levels close to the lowest rates seen in decades.  On
August 26, 2003, the 30-year U.S. Treasury bonds yield was 5.27%
per annum, which again is among the lowest rates prevailing since
the United States Treasury began issuing 30-year bonds on a
regular basis.

As is typical with corporate long-term debt, the interest rate on
PG&E's anticipated long-term debt issuances under the Plan will
be based on a combination of the yield on a comparable maturity
U.S. Treasury note or bond, which reflects time-value of money,
referred to as the "risk-free" rate, and a credit spread, which
reflects a premium for PG&E's credit risk.  The financial markets
offer various mechanisms for PG&E to hedge the U.S. Treasury
yield portion of the interest rate on its future long-term debt.  
However, these markets do not offer instruments that would allow
PG&E to hedge the credit-spread portion of the debt.  As a
result, PG&E could only hedge for the impact of changes on a
component of the interest rates on debt to be issued in the
future.  Appropriate financial market instruments are needed that
would enable PG&E to hedge rates related to U.S. Treasury yields
in the future called the "forward yield", although it is not
possible to lock in today's current yields or "spot yield" for
debt that will be issued in the future.

Under most circumstances, forward U.S. Treasury yields are higher
than current spot U.S. Treasury yields.  As of August 26, 2003,
the market's expectation of the yield of a 10-year U.S. Treasury
note on March 31, 2004 was 0.35% above the current spot yield,
and for January 1, 2005, the market expectation of the yield was
0.75% above the current spot yield.  The expected rates could
change dramatically if market rates and expectations of future
U.S. Treasury rates change.

Although it would be difficult to project with any certainty the
movement of U.S. Treasury yields in the next year, the current
levels are among the lowest in decades.  Since there is a general
belief that interest rates normally increase in a growing or
recovering economy, should the U.S. economy rebound from its
current slump, interest rates are likely to increase further.  
Hedging interest rates at or near levels expected in the near
term will partially reduce the exposure to higher debt costs
faced by PG&E's estate and its constituents at the time that the
long-term debt is anticipated to be issued.

                      Interest Rate Hedges

To minimize its exposure to potential future interest rate
increases, PG&E wants to use the Interest Rate Hedges to hedge,
in part, its cost of long-term debt financing upon implementation
of a confirmed Plan.

With respect to the hedge agreements, and consistent with the
Settlement Agreement that is the basis for the Plan, PG&E relates
that UBS Securities LLC and Lehman Brothers Inc., together with
their affiliates, will act as exclusive book runners, lead
managers and hedging providers of all financings, with equal
economics for 80% of the aggregate total fees and commissions
payable on the financings.  In addition, PG&E anticipates that
one of the Counterparties will function as "Calculation Agent".  
The Calculation Agent will be responsible for the calculation of
certain settlement amounts with respect to interest rate hedges,
in good faith and in a commercially reasonable manner.  PG&E may
enter into hedge agreements with any other institutional
counterparties for the remaining 20% of the hedging transactions.

Pursuant to certain relief granted by BNY Western Trust Company,
as Indenture Trustee, regarding the use of cash collateral, PG&E
and the Counterparties will mutually post collateral to secure
their potential payment obligations with respect to the Interest
Rate Hedge based on market movements.

These are the types of Interest Rate Hedges:

          (a) Interest Rate Swaps

An interest rate swap is an agreement between two parties in
which one party agrees to pay the other a certain fixed rate of
interest, and the other party agrees to pay the first party a
certain variable or "floating" rate of interest, for a specified
time period.  Depending on the increase or decrease of the
interest rates, PG&E will make or receive cash payments that
reflect the difference between the fixed and floating rates for
the applicable time period.

          (b) Interest Rate Caps, Floor and Collars

An interest rate cap is a financial instrument that sets a
maximum rate of interest on variable-rate obligations.  An
interest rate floor sets a minimum rate of interest on variable-
rate obligations.  An interest rate collar is a financial
instrument that sets both minimum and maximum rates of interest
on variable-rate obligations.

          (c) Forward Rate Agreements

A forward contract with respect to U.S. Treasury securities in an
agreement between two parties to buy and sell a specific U.S.
Treasury note or bond at a specified price on a forward basis.  
On the settlement date, PG&E would either make or receive a cash
payment that reflects the difference between the expectation of
rates at the time of the agreement -- the contractual rate -- and
the actual levels of rates on the date of settlement -- the  
market rate.  If PG&E agrees to sell a specified U.S. Treasury
security and the market price for the particular security is
below the specified contractual price on the settlement date,
then the Counterparties would pay PG&E the difference.  
Conversely, if PG&E agrees to sell a specified U.S. Treasury
security and the applicable U.S. Treasury security market price
on the settlement date is above the specified contractual price,
then PG&E would pay the Counterparties the difference.

A forward interest rate swap is an agreement between two parties
to enter into an interest rate swap at a later settlement date.  
As with a forward contract with respect to U.S. Treasury
securities, on the settlement date, the parties cash settle the
difference between the contractual rate and the actual market
interest rate, instead of actually entering into the interest
rate swap.  If the swap provided for PG&E to pay a fixed interest
rate and receive a floating rate from the Counterparties and the
applicable market interest rate is above the fixed contractual
rate, then the Counterparties and the applicable market interest
rate is above the fixed contractual rate, then the Counterparties
would pay PG&E the difference.  On the other hand, if the
applicable market interest rate is below the fixed contractual
rate, then PG&E would pay the Counterparties the difference.

In either of the forward rate agreements, a payment to PG&E would
offset the higher interest expense resulting from an increase in
the risk-free rate component of the long-term debt to be issued
under the Plan, and a payment by PG&E to the Counterparties would
be offset by the lower interest expense resulting from a decrease
in the risk-free rate component of the long-term debt.  The net
result under either arrangement is management of the risk-free
rate applicable to the portion of PG&E's anticipated debt
issuance that is hedged.

          (d) Option Contracts

An option contract is an agreement giving the purchaser the
right, but not the obligation, to buy/call or sell/put an asset
at a given price or the "strike price".  The option's strike
price and maturity date is determined when the contract is
entered into, and an "upfront premium" is established for payment
from the purchaser to the seller.

PG&E may choose to purchase a floor or a cap, which may be in the
form of a single put or call option or a series of put or call
options on a specified financial instrument, such as a U.S.
Treasury security of an interest rate swap.  Used in this way, an
option may be thought of as analogous to an insurance policy, in
that an upfront premium is paid in order to limit total payments.  
In the case of a put option, PG&E would be purchasing the right
to sell the underlying asset to the Counterparties at the strike
price.  Therefore, if interest rates increase, thereby decreasing
the price of the asset below the put option's strike price, PG&E
would exercise the put option and receive from the Counterparties
a payment based on the difference between the market price and
the strike price.  Conversely, if interest rates decrease,
thereby increasing the market price of the asset above the strike
price, PG&E would not exercise the put option and no payment
would be exchanged.  In such a case, PG&E would have paid the
upfront premium but would receive no offsetting payment.   Call
options offer analogous protection against falling interest rates
and rising asset prices.  The purchase of only an option hedging
device where PG&E pays the purchase price upfront at the time of
purchase and has no future payment obligations to the
Counterparties, is referred to as a "Straight Option
Transaction", and the product so purchased is referred to as a
"Straight Option".

             Combination, Notional Amount and Timing
                     of Interest Rate Hedges

PG&E may choose a combination of the different types of Interest
Rate Hedges, in which case, it may purchase a floor in
combination with a forward rate agreement to limit to a defined
dollar amount any potential settlement payment to a
Counterparties that would be required.  If interest rates were to
decrease, the floor would protect against the significant
settlement payment that would otherwise be required as a result
of a precipitous interest rate drop.  The premium on the floor
would either be paid upfront or embedded into the forward rate
agreement by increasing its fixed contractual rate.  PG&E might
also utilize a combination of floors and caps to create a collar
-- a limitation on interest costs to a pre-defined range.

PG&E intends to transact up to $7,400,000,000 in notional amount
of Interest Rate Hedges, although the notional amount of the
actual Interest Rate Hedges may be less.  The maximum
$7,400,000,000 in notional amount would cover all or a
substantial portion of the principal amount of a long-term fixed
rate debt anticipated to be issued under the Plan.

Other than a Straight Option Transaction, for all other types of
Interest Rate Hedges -- Performance Interest Rate Hedges -- a
payment may be due from either party to the other upon the
settlement or maturity date of the transactions.  To maximize the
benefits from any Performance Interest Rate Hedges, the ending
date should be selected with reference to the anticipated time of
issuance of the implementation financing for the Plan, but with
some reasonable flexibility for slippage in the Effective Date of
the Plan.

While the precise date of the financing implementation is
uncertain, Jeffrey L. Schaffer, Esq., at Howard, Rice,
Nemerovski, Canady, Falk & Rabkin, relates that PG&E's intention
to enter into any Performance Interest Rate Hedges and
corresponding Hedge Agreements is justifiable on account of the
low forward interest rates available today with respect to the
period PG&E expects to implement financing under its Plan.  Mr.
Schaffer explains that if the implementation financing occurs
before a Performance Interest Rate Hedge's settlement date, it
can be unwound early or sold.  In the case of a forward rate
agreement, the settlement amount would then be based upon the
difference between the Performance Interest Rate Hedge's
contractual interest rate and the then-effective forward rate as
determined by the capital markets.

      Sensitivity Analysis Based on Changes in Market Rates

If the market interest rate falls below the Performance Interest
Rate Hedge contract rate, PG&E will make an appropriate payment
to the Counterparties out of cash on hand and issue additional
debt pursuant to the Plan.  The lower interest rate on the long-
term debt is expected to offset the cost of the additional debt.
Conversely, if the market interest rate increases above an
Interest Rate Hedge contract rate, including either a Performance
Interest Rate Hedge or a Straight Option, the Counterparties will
make appropriate payment to PG&E, thereby increasing PG&E's cash
on hand and presumably decreasing the amount of debt to be issued
under the Plan.  PG&E expects that the issued debt at the then-
applicable market rate will reduce the overall interest expense.

PG&E's potential risk and liability with respect to any
Performance Interest Rate Hedges and Hedge Agreements will
necessarily be based on current forward interest rates and
volatility at the time that the Performance Interest Rate Hedge
is commenced.  Under recent market conditions, Mr. Schaffer
reports that for a $1,000,000,000 forward contract on a 10-year
interest rate swap at a fixed contractual rate of 5.27%, a
decline in the swap rate to 4.27% will result in PG&E paying
$80,700,000 to the Counterparties.  Conversely, an increase of in
the swap rate to 6.27% will result in the Counterparties paying
$73,500,000 to PG&E.

PG&E intends only to engage in transactions that would limit its
potential liabilities under any and all Interest Rate Hedges to
not more than $90,000,000 in the aggregate and notional amount of
up to $7,400,000,000 outstanding at one time.  Mr. Schaffer notes
that the $90,000,000 maximum liability amount will enable PG&E to
carry out a reasonable hedging program. (Pacific Gas Bankruptcy
News, Issue No. 62; Bankruptcy Creditors' Service, Inc., 609/392-
0900)    


PARTNERS MORTGAGE: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Partners Mortgage Corporation
        7900 SE 28th Street
        Suite 401
        Mercer Island, Washington 98040

Bankruptcy Case No.: 03-22404

Type of Business: Partners Mortgage Corp. is a high-yield
                  mortgage backed income fund.

Chapter 11 Petition Date: September 26, 2003

Court: Western District of Washington (Seattle)

Judge: Thomas T. Glover

Debtor's Counsel: Shelly Crocker, Esq.
                  Crocker Kuno LLC
                  1325 4th Ave
                  Suite 940
                  Seattle, WA 98101-2509
                  Tel: 206-624-9894

Estimated Assets: $50 Million to $100 Million

Estimated Debts: $50 Million to $100 Million

Debtor's 2 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Perkins Coie                                           $44,049

Lasher Holzapfel Sperry & Ebberson PLLC                $13,037


P-COM INC: Renews Credit Facility with Silicon Valley for 1 Year
----------------------------------------------------------------
P-Com, Inc. (OTC Bulletin Board: PCOM), a worldwide provider of
wireless telecom products and services, announced that Silicon
Valley Bank has renewed its credit facility for an additional
year. The credit facility allows for maximum borrowings up to $4
million.

P-Com initially entered into a 364-day credit facility with
Silicon Valley Bank (Nasdaq: SIVB) in September 2002 for working
capital purposes. The facility was renewed by Silicon Valley Bank
upon expiration of the existing credit facility. Borrowings under
the facility are secured by P-Com's tangible and intangible
assets.

"The renewal of P-Com's line of credit with Silicon Valley Bank
further demonstrates the success of our financial restructuring
plan over the past year, and reflects the confidence of Silicon
Valley Bank in P-Com's ability to return to profitability," said
P-Com Acting CFO Daniel Rumsey. "We look forward to strengthening
our relationship with Silicon Valley Bank to meet our business
objectives."

As part of its plan to strengthen its balance sheet, P-Com in
August announced a restructuring of its 7% convertible
subordinated notes due 2007, resulting in the conversion of $21.1
million in debt into preferred stock. The renewal of the credit
facility is a further step in P-Com's restructuring plan.

Silicon Valley Bank provides diversified financial services to
emerging growth and mature companies in the technology and life
sciences markets, as well as the premium wine industry. Through
its focus on specialized markets and extensive knowledge of the
people and business issues driving them, Silicon Valley Bank
provides a level of service and partnership that measurably
impacts its clients' success. Founded in 1983 and headquartered in
Santa Clara, Calif., the company serves more than 9,500 clients
across the country through 27 regional offices. More information
on the company can be found at http://www.svb.com  

P-Com, Inc. develops, manufactures, and markets point-to-point,
spread spectrum and point-to-multipoint, wireless access systems
to the worldwide telecommunications market. P-Com broadband
wireless access systems are designed to satisfy the high-speed,
integrated network requirements of Internet access associated with
Business to Business and E-Commerce business processes. Cellular
and personal communications service providers utilize P-Com point-
to-point systems to provide backhaul between base stations and
mobile switching centers. Government, utility, and business
entities use P-Com systems in public and private network
applications. For more information visit http://www.p-com.com

                         *   *   *

On August 7, 2003, PricewaterhouseCoopers, LLC, were dismissed as
the independent accountants of P-Com, Inc., a Delaware
corporation.  On August 7, 2003, the Audit Committee of the
Company's Board of Directors approved Aidman Piser & Company as
the Company's new independent auditors.

The reports of PricewaterhouseCoopers on the financial statements
of the Company for the past two fiscal years contained an
explanatory paragraph indicating that there was a substantial
doubt about the Company's ability to continue as a going concern.


PILGRIM AMERICA: S&P Places BB+ Class A Rating on Watch Positive
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its rating on the class
A notes issued by Pilgrim America CBO I Ltd., a high-yield
arbitrage CBO transaction managed by Prudential Investment
Management Inc., on CreditWatch with positive implications.
Prudential Investment Management Inc. assumed management of the
transaction July 2001.

The CreditWatch placement reflects factors that have positively
affected the credit enhancement available to support the notes
since the previous rating action Aug. 20, 2002. These factors
mainly include an increase in the level of overcollateralization
available to support the rated notes (see transaction data below).

Following the redemption of $39.65 million to the class A notes on
the Sept. 20, 2003 payment date (mandated by the failure of the
transaction's class A overcollateralization ratio), the class A
ratio increased to approximately 128.9% following the pay down, up
from 116.18% prior to the pay down.

Standard & Poor's will be reviewing the results of current cash
flow runs generated for Pilgrim America CBO I, Ltd. to determine
the level of future defaults the rated notes can withstand under
various stressed default timing and interest rate scenarios while
still paying all of the interest and principal due on the notes.
The results of these cash flow runs will be compared to the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the amount of credit
enhancement available.

              RATING PLACED ON CREDITWATCH POSITIVE
                    Pilgrim America CBO I Ltd.
                           Rating
                     To               From
        Class A      BB+/Watch Pos    BB+
           
                    OTHER OUTSTANDING RATING
                    Pilgrim America CBO I Ltd.
                    Rating
        Class B     CC
           
        TRANSACTION INFORMATION
        Issuer:              Pilgrim America CBO I Ltd.
        Co-issuer:           Pilgrim America CBO I Corp.
        Current Manager:     Prudential Investment Management Inc.
                             July 2001 to present
        Prior Manager:       Pilgrim America Investment Inc.
                             July 1998 to July 2001
        Underwriter:         Bank Of America
        Trustee:             US Bank
        Transaction type:    Cash flow arbitrage high-yield CBO
   
TRANCHE INFORMATION   INITIAL    LAST ACTION  CURRENT*
Date (MM/YYYY)        7/1998     7/2002       9/2003
Class A Note Rtg.     AA-        BB+          BB+/Watch Pos
Class A OC Ratio      151.5%     118.63%      128.91%
Class A OC Ratio Min  135.0%     135.0%       135.0%
Class A Note Bal      $207.00mm  $165.64      $101.06
Class B Note Rtg.     A          CC           CC
Class B OC Ratio      126.5%     95.09%       91.70%
Class B OC Ratio Min  118.0%     118.0%       118.0%
Class B Note Bal      $41.00mm   $41.00mm     $41.00mm
   
PORTFOLIO BENCHMARKS                       CURRENT
S&P Wtd. Avg. Rtg.(excl. defaulted)        B
S&P Default Measure(excl. defaulted)       5.54%
S&P Variability Measure (excl. defaulted)  3.68%
S&P Correlation Measure (excl. defaulted)  1.06
Wtd. Avg. Coupon (excl. defaulted)         9.50%
Wtd. Avg. Spread (excl. defaulted)         N/A
Oblig. Rtd. 'BBB-' and Above               7.76%
Oblig. Rtd. 'BB-' and Above                30.04%
Oblig. Rtd. 'B-' and Above                 58.37%
Oblig. Rtd. in 'CCC' Range                 15.07%
Oblig. Rtd. 'CC', 'SD' or 'D'              26.55%
Obligors on Watch Neg (excl. defaulted)    12.46%
    
S&P RATED OC (ROC)       CURRENT*
Class A Notes            116.36% (BB+/Watch Pos)
    
     * Following $39.65 million mandatory redemption
       on Sept. 20, 2003 pay date.
   

PILLOWTEX: Seeks Court Nod for Key Employee Retention Program
-------------------------------------------------------------
Pursuant to Sections 105(a) and 363(b) of the Bankruptcy Code,
the Pillowtex Debtors ask the Court to approve a key employee
retention and incentive program to encourage the retention of
certain of the salaried Continuing Employees, whom the Debtors
believe are essential to the efficient administration of the
estates and the Debtors' efforts to maximize distribution to their
creditors.  The terms and conditions of the KERP have been
developed based on the input of the Debtors' revolver and term
lenders.  The Debtors have spent a considerable amount of time to
ensure that the KERP is acceptable to the Lenders.

The Debtors want to implement a set of severance incentive
benefits through the KERP, which applies to 143 salaried
Continuing Employees.  The Debtors believe that the continued
retention and employment of each Eligible Employee is critical to
the efficient administration of their Chapter 11 cases.  The
severance and incentive benefits payable under KERP are in lieu
of any other severance benefits any Continuing Employee may
otherwise be entitled to, under an existing employment agreement
with the Debtors or pursuant to the Debtors' existing policy.  
The Debtors emphasize that they do not seek authority to honor
the severance terms of any employment agreements as they relate
to any Continuing Employee or the payment of any severance
benefits under the existing severance policy.

Donna L. Harris, Esq., at Morris, Nichols, Arsht & Tunnell, in
Wilmington, Delaware, relates that the proposed KERP would
provide for these payments:

A. Retention Award -- a retention payment to each Eligible
   Employee, which payment is based on a specified percentage
   of the employee's base salary and payable upon termination of
   employment for other than cause or voluntary resignation;

B. Incentive Award -- an incentive payment to 29 of the
   Eligible Employees, which payment is based on a specified
   percentage of the employee's base salary and payable upon the
   achievement of a threshold level of cash distributions made to
   prepetition creditors; and

C. Variable Award -- a variable incentive payment to the
   Incentive Participants, which payment is based on achievement
   of certain targets of cash distributions made to prepetition
   creditors.

                       The Retention Awards

Each Eligible Employee entitled to a Retention Award will receive
as severance a certain number of weeks of regular base salary
upon termination of employment other than for cause or voluntary
resignation.  The Debtors determine the appropriate amount of
severance incentives for Eligible Employees by considering:

   (a) the centrality of the employee's role in the success of
       the orderly liquidation of the Debtors' estates, including
       the nature of the employee's job requirements and the
       individual's unique capability to perform relevant tasks;

   (b) the length of service that the Debtors believe will be
       required to effect the orderly liquidation; and

   (c) the Debtors' estimation of the risk that the employee
       will discontinue employment without appropriate incentives
       to continue providing services to the Debtors.

The Retention Award payable to an Eligible Employee will equal
either 6, 12, 13, 26 or 52 weeks' regular salary.  Ms. Harris
notes that while each of the Incentive Participants is entitled
to receive either 12, 13, 26 or 52 weeks' regular salary,
generally only 64.6% of each Incentive Participant's severance is
a fixed payment made pursuant to a Retention Award.  The
remaining 35.4% of the Incentive Participant's severance is
payable as an incentive payment pursuant to an Incentive Award
and subject to the achievement of certain performance objectives.

                       The Incentive Awards

Each Incentive Participant entitled to an Incentive Award will
receive, as an incentive payment, a certain amount of weeks of
his or her regular base salary, upon the actual distribution of
cash to prepetition creditors of at least $168,499,000 -- the
Incentive Threshold.  As soon as practicable after the Incentive
Threshold is met or exceeded, each Incentive Participant who is
either still employed by the Debtors or whose payment was
terminated other than for cause of voluntary resignation will
receive a payment in respect of his or her Incentive Award.  The
payment will equal either 4.2, 4.6, 9.2, or 18.4 weeks' regular
salary.  

                        The Variable Awards

Each eligible Incentive Participant entitled to receive a
Variable Award will receive as a variable payment an allocable
percentage of a variable award pool.  Amounts are allocated to
the Variable Pool based on the achievement of six targets of
actual cash distributions made to prepetition creditors:

Actual Cash Distribution                       Allocated Amount
---------------------                          ----------------
Target 1: less than $168,500                   $0

Target 2: exceeds $168,500,000 but             5% of ACDs over
          less than $173,500,000               $165,500,000

Target 3: equals or exceeds $173,500,000       6% of ACDs over
          but less than $178,500,000           $165,000,000

Target 4: equals or exceeds $ 178,500,000      7% of ACDs over
          but less than $180,500,000           $165,000,000

Target 5: equals or exceeds $180,500,000       9% of ACDs over
          but less than $183,500,000           $165,500,000

Target 6: equals or exceeds $183,500,000       11% of ACDs over
                                               $165,500,000

Once the amount allocated to the Variable Pool is determined, the
amount will be reduced by the aggregate amount of the Debtors'
employee benefits related costs, taxes and other expenses through
the applicable cash distribution date.  The actual payment amount
of an Incentive Participant's Variable Award is equal to the
product of the (i) Variable Pool amount reduced by any employee
benefits-related costs and the (ii) Incentive Participant's
Allocable Percentage.

After a Target is met or exceeded, each Incentive Participant who
is either still employed by the Debtors or whose employment was
terminated other than for cause or voluntary resignation will
receive a payment of the Variable Award.

Payments in respect of Variable Awards will be made from time to
time as cash is distributed to prepetition creditors.  Thus, it
is possible that the Debtors may achieve multiple Targets of
actual cash distributed to prepetition creditors.  An Incentive
Participant who becomes entitled to receive Variable Award
payment upon achievement of a higher Target, will receive the
excess of his or her Allocable Percentage of the greater Variable
Pool over any previous payment due or made to the Incentive
Participant in respect of Variable Awards.        

                     KERP Should Be Approved

The Debtors fear that without the incentives, a large number of
the Eligible Employees may immediately seek alternative
employment, leaving them without a skilled and knowledgeable
management force to preserve their assets and effect the
liquidation in an orderly and efficient fashion.  Thus, Ms.
Harris asserts that the costs associated with the Debtors'
request are more than justified as a business matter when weighed
against the potential loss of value that could result from mass
departures of the qualifying Eligible Employees.

The Debtors estimate that they will be paying approximately
$4,106,000 for Retention Award payments and $1,203,000 for
Incentive Awards.  With regards to Variable Awards, the amount of
payments depend on whether and to what extent the Debtors are
successful in achieving the performance Targets. (Pillowtex
Bankruptcy News, Issue No. 51; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


PINNACLE ENTERTAINMENT: Closes $135MM Senior Sub. Notes Offering
----------------------------------------------------------------
Pinnacle Entertainment, Inc. (NYSE: PNK) has completed a public
offering of $135 million aggregate principal amount of 8.75%
Senior Subordinated Notes due 2013.  The notes were issued at a
price of 98.369% of par.

The net proceeds of the offering will be used to fund the
Company's purchase of all of its outstanding 9.50% Senior
Subordinated Notes due August 2007 through a cash tender offer
that was commenced on September 8, 2003 and a redemption of the
9.50% Notes that are not tendered and accepted for purchase in the
tender offer, and to pay costs and expenses associated therewith.

Pinnacle Entertainment (S&P - B Corporate Credit Rating - Stable)
owns and operates seven casinos (four with hotels) in Nevada,
Mississippi, Louisiana, Indiana and Argentina, and receives lease
income from two card club casinos, both in the Los Angeles
metropolitan area. The Company is also developing a major casino
resort in Lake Charles, Louisiana, subject to continued compliance
with the conditions of the Louisiana Gaming Control Board.


PLAINS ALL AMERICAN: Acquires ArkLaTex Pipeline System from EOTT
----------------------------------------------------------------    
Plains All American Pipeline, L.P. (NYSE: PAA) has reached
definitive agreement to acquire the ArkLaTex Pipeline System and
related marketing business from EOTT Energy (OTC Bulletin Board:
EOTT) for aggregate consideration of approximately $15.0 million,
including transaction and closing costs, plus linefill
requirements.  The transaction is scheduled to close and will be
effective October 1, 2003.

The ArkLaTex Pipeline System consists of 337 miles of crude oil
gathering and mainline pipelines that originate in North Louisiana
and traverse west into Texas where they deliver crude oil to
markets in the Longview area.  The system has the ability to
deliver crude oil to the local refining market, the Mid Valley
Pipeline System and the McMurrey Pipeline System.  In addition,
the ArkLaTex system is connected to Plains All American's Red
River Pipeline System, which the Partnership acquired in February
2003.  The ArkLaTex system currently transports approximately
18,000 barrels per day of predominantly sweet crude oil.  The
transaction includes approximately 590,000 barrels of crude oil
storage capacity located along the system.  The transaction also
includes the assignment of EOTT Energy's crude oil supply
contracts in the area of the pipeline operations.

"We are pleased to continue to build and expand our presence in
East Texas," said Greg L. Armstrong, Chairman & Chief Executive
Officer of the Partnership.  "The ArkLaTex Pipeline System
interconnects near Sabine, Texas, with our Red River Pipeline
System, which we acquired earlier this year from BP, and is
another solid bolt-on transaction that will complement our  
existing footprint in East Texas.  By integrating this asset with
our other assets in the area, we hope to provide better service to
our producer and refinery customers."  Armstrong noted that the
planned interconnect of the Red River Pipeline System to Plains
All American's Cushing Terminal was completed in early August.

Plains All American Pipeline, L.P., (S&P, BB+ Senior Unsecured
Debt Rating, Stable)  is engaged in interstate and intrastate
crude oil transportation, terminalling and storage, as well as
crude oil and LPG gathering and marketing activities, primarily in
Texas, California, Oklahoma, Louisiana and the Canadian Provinces
of Alberta and Saskatchewan. The Partnership's common units are
traded on the New York Stock Exchange under the symbol "PAA".  The
Partnership is headquartered in Houston, Texas.


POGO PRODUCING: S&P Affirms BB Rating on Improved Credit Quality
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Pogo Producing Co. At the same time, Standard &
Poor's revised its outlook on the company to positive from stable.

Houston, Texas-based Pogo had $565 million of debt as of
June 30, 2003.

The revised outlook on Pogo reflects expectations for continued
improvement in credit quality as the company benefits from
elevated oil and natural gas prices and production volumes.

"An upgrade could occur with further expected deleveraging, which
would provide the company with a substantial financial cushion for
weathering periods of adverse pricing and for likely investments
that will strengthen the company's business risk profile," said
Standard & Poor's credit analyst Brian Janiak.

Pogo has positioned itself well in 2003 with nearly $350 million
of debt reduction largely funded from excess cash flow. As a
result, the company now has an average financial profile.

"Nevertheless, we remain hesitant about assigning an investment-
grade rating to Pogo's debt until the company makes further
progress deleveraging and lengthens its short reserve life," added
Mr. Janiak.

Catalysts to achieving investment-grade ratings include reaching
Standard & Poor's leverage target of about 20% total debt to total
capital, the prudent financing of any potential sizable
acquisitions that would also improve the quality of the company's
operations, and improving the company's cost structure and reserve
life through internal means.

Pogo operates in North America (Gulf of Mexico, onshore Gulf
Coast, Permian Basin, the Rocky Mountains, and Canada) and the
Gulf of Thailand (25% of year-end 2002 reserves), where it has a
46% interest in an important 30-year oil and gas concession.


PORTOLA: Tech Industries Planned Buy-Out Spurs Negative Outlook
---------------------------------------------------------------  
Standard and Poor's Ratings Services revised its outlook on San
Jose, California-based Portola Packaging Inc. to negative from
stable following the company's announced acquisition of Tech
Industries Inc. and the expected decline in the company's
liquidity position that will likely result.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating and 'B' senior unsecured debt ratings on Portola.
Total debt outstanding was about $120 million at May 31, 2003.

"The outlook revision reflects Standard & Poor's concerns related
to the decreased financial flexibility following the acquisition,
and integration challenges that will be faced by management," said
Standard & Poor's credit analyst Paul Blake. "These factors more
than offset the improved business profile and earnings
contribution associated with the addition of Tech Industries".
Tech Industries is a manufacturer of plastic closures for the
personal care and cosmetic industries in the U.S. with annual
sales of about $30 million. The acquisition provides a
complementary addition to Portola's existing closures business,
and diversifies its end markets and customer base. "A key to the
success of the acquisition," said Mr. Blake, "will be Portola's
ability to leverage its international operations across Tech
Industries' high volume customers which will allow the combined
company to benefit from increased economies of scale and target
new markets."

The ratings on Portola reflect the company's defensible niche
positions in mostly stable end markets, and favorable geographic
diversity, offset by aggressive debt leverage, modest size of
operations, and a narrow product line. With annual sales of about
$210 million, Portola produces tamper-evident plastic closures for
packaging applications in dairy, fruit juices, water, and other
non-carbonated beverage and food products.


PRESIDENT CASINOS: Selling St. Louis Ops. to Nextera for $50MM
--------------------------------------------------------------
President Casinos, Inc. (OTC:PREZ) has entered into an agreement
with Isle of Capri Casinos, Inc., to sell the assets of its St.
Louis operations for approximately $50 million. The agreement will
be submitted to the United States Bankruptcy Court for the Eastern
District of Missouri and will be subject to a potential overbid.
Contingent upon licensing by the Missouri Gaming Commission, the
closing is anticipated to occur in the Spring of 2004. It is
anticipated that the operation will continue in St. Louis with the
new owners.

Libra Securities, LLC acted as advisor to President Casinos, Inc.
in this transaction.

President Casinos, Inc. owns and operates dockside gaming
facilities in Biloxi, Mississippi and downtown St. Louis,
Missouri, north of the Gateway Arch.


QUINTILES TRANSNATIONAL: Completes Merger with Pharma Services
--------------------------------------------------------------
Quintiles Transnational Corp. (Nasdaq: QTRN) has completed its
merger with Pharma Services Acquisition Corp., a subsidiary of
Pharma Services Holding, Inc., the company formed for the
acquisition of Quintiles by Dennis B. Gillings, Ph.D., Chairman
and founder of Quintiles, and One Equity Partners LLC, the private
equity arm of Bank One Corporation. Other equity investors in
Pharma Services include Temasek Holdings, Texas Pacific Group,
Perseus-Soros BioPharmaceutical Fund and Mitsui & Co. Completion
followed the Quintiles shareholder meeting today at which
Quintiles shareholders approved the proposed merger.

Under the terms of the merger each share of Quintiles common stock
outstanding (other than those shares owned by any subsidiary of
Quintiles, or held by Pharma Services or Merger Sub) has been
converted into the right to receive $14.50 in cash, without
interest. Quintiles has appointed Wachovia Bank, N.A. as the
exchange agent for payment of the merger consideration. Quintiles
anticipates that the exchange agent will contact shareholders soon
with instructions on how to receive payment for the shares.
Shareholders do not need to take any action regarding their shares
until contacted by the exchange agent.

"This transaction is a momentous occasion for Quintiles and we are
excited about the long-term advantages for the company," Gillings
said. "As a privately held company, Quintiles will be better
positioned to serve customers and achieve its growth and earnings
potential."

"We are pleased to have the chance to invest behind Dennis
Gillings and his management team," said Richard M. Cashin,
Managing Partner of One Equity Partners. "We are convinced that
Quintiles under his leadership will consolidate its position as a
leading partner to pharmaceutical and biotech companies
worldwide."

Quintiles, which will continue to operate under that name, is now
a wholly owned subsidiary of Pharma Services. As a result of the
merger, Quintiles' common stock will no longer be publicly traded
and, effective at the close of business on Sept. 25, 2003,
Quintiles common stock will be delisted from Nasdaq.

Quintiles (S&P, BB- Bank Loan/Corporate Credit and B Subordinated
Debt Ratings, Negative) helps improve healthcare worldwide by
providing a broad range of professional services, information and
partnering solutions to the pharmaceutical, biotechnology and
healthcare industries. Headquartered near Research Triangle Park,
North Carolina, and with offices in more than 40 countries,
Quintiles is a leading global pharmaceutical services organization
and a member of the Fortune 1000. For more information visit the
company's Web site at http://www.quintiles.com  


REAL ESTATE SYNTHETIC: S&P Assigns Rating to Series 2003-C Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Real
Estate Synthetic Investment Securities Series 2003-C's $263.76
million certificates.

The ratings are based on a level of credit enhancement that meets
Standard & Poor's requirements given the quality of the loans,
distribution of the mortgaged properties, and a legal structure
designed to minimize potential losses to certificateholders caused
by the insolvency of the issuer.
      
                        RATINGS ASSIGNED
     Real Estate Synthetic Investment Securities Series 2003-C
   
        Class             Rating      Amount (mil $)
        B3                A                   98.910
        B4                A-                  32.970
        B5                BBB                 43.960
        B6                BBB-                17.584
        B7                BB                  21.980
        B8                BB-                  8.792
        B9                B+                  17.584
        B10               B                   10.990
        B11               B-                  10.990


RESI SECURITIES: S&P Assigns Low-B Ratings to Five Note Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Real
Estate Synthetic Investment Securities Series 2003-C's $263.76
million certificates.

The ratings are based on a level of credit enhancement that meets
Standard & Poor's requirements given the quality of the loans,
distribution of the mortgaged properties, and a legal structure
designed to minimize potential losses to certificateholders caused
by the insolvency of the issuer.

                         RATINGS ASSIGNED
     Real Estate Synthetic Investment Securities Series 2003-C

          Class             Rating      Amount (mil $)
          B3                A                   98.910
          B4                A-                  32.970
          B5                BBB                 43.960
          B6                BBB-                17.584
          B7                BB                  21.980
          B8                BB-                  8.792
          B9                B+                  17.584
          B10               B                   10.990
          B11               B-                  10.990


RITE AID: August 30 Net Capital Deficit Swells to $142 Million
--------------------------------------------------------------
Rite Aid Corporation (NYSE, PCX: RAD) announced financial results
for its second quarter, ended August 30, 2003.

Revenues for the 13-week second quarter increased 5.1 percent to
$4.052 billion versus revenues of $3.857 billion in the prior year
second quarter. Same store sales increased 5.9 percent during the
second quarter as compared to the year-ago like period, consisting
of a 6.8 percent pharmacy same store sales increase and a 4.3
percent increase in front-end same store sales. Prescription sales
accounted for 63.8 percent of total sales, and third party
prescription sales represented 93.2 percent of pharmacy sales.

Net loss for the quarter was $10.6 million or a loss of $.04 per
common share compared to last year's second quarter loss of $105.3
million or a loss of $.21 per common share. The reduced loss is
due primarily to a reduction in store closing and impairment
charges and a 22 percent increase in adjusted EBITDA (which is
reconciled to the net loss on the attached table), partially
offset by an increase in stock based compensation. The current
year quarter included a store closing and impairment credit of
$9.0 million offset by an $8.8 million charge for stock based
compensation. The prior year quarter included a $58.2 million
charge for store closing and impairment and a $6.7 million credit
for stock-based compensation, which combined to impact the prior
year quarter net loss by $.10 per common share. Reduced expense
for LIFO charges, interest expense and depreciation and
amortization also benefited the current year quarter.

Adjusted EBITDA, which is reconciled to the net loss on the
attached table, amounted to $152.9 million or 3.8 percent of
revenues compared to $125.4 million or 3.3 percent of revenues
last year.

At August 30, 2003, Rite Aid's balance sheet shows a total
shareholders' equity deficit of about $142 million.

"We're very pleased with our second quarter as operating
performance improved substantially over last year with a 22
percent increase in adjusted EBITDA. Our team did an excellent job
of leveraging our significant increase in same store sales." said
Mary Sammons, Rite Aid president and CEO. "We expect this very
positive momentum to continue as we move into the busiest selling
season of the year."

In the second quarter, the company remodeled 49 stores, relocated
one store and closed 11 stores. Stores in operation at the end of
the quarter totaled 3,386.

Certain reclassifications have been made to prior years' amounts
on the attached tables to conform to the current year
classifications.

                 Guidance for Fiscal 2004 Updated

Based on current trends, Rite Aid said it expects sales of $16.5
billion to $16.7 billion in fiscal 2004 which ends February 28,
2004, with same store sales improving 5.5 percent to 6.5 percent
over fiscal 2003. Results for the fifty-two weeks ending February
28, 2004 are expected to be between $4.0 million net income and
$27.0 million net loss as compared to previous guidance of a net
loss between zero to $63.0 million. The company also updated its
adjusted EBITDA guidance for the year, as reconciled on the
attached table, to be between $700.0 million and $725.0 million
compared to the prior range of $675.0 million to $725.0 million.

Capital expenditures are expected to be between $170.0 million to
$190.0 million in fiscal 2004.

Rite Aid Corporation is one of the nation's leading drugstore
chains with annual revenues of nearly $16 billion and
approximately 3,400 stores in 28 states and the District of
Columbia. Information about Rite Aid, including corporate
background and press releases, is available through the company's
Web site at http://www.riteaid.com  


RIVERSTONE NETWORKS: Reports Preliminary Q2 Fiscal 2004 Results
---------------------------------------------------------------
Riverstone Networks, Inc. (RSTN.PK) reported preliminary quarter
results for the period ended August 30, 2003.

All statements herein represent current expectations and are based
on preliminary, unaudited results which are subject to change as a
result of the Company's ongoing restatement process and its
accounting practices review. The Company believes that, taking
into account the impact of the restatement, revenues for the
second quarter of fiscal 2004 will be between $10.0 million and
$12.0 million. Additionally, the Company's net cash position,
defined as cash equivalents and short-term and long-term
marketable investments net of the face value of the Company's
convertible subordinated notes due 2006, was $155.4 million.

As previously disclosed, the review of Riverstone's accounting
practices by a special committee of the board of directors is
ongoing. Riverstone is attempting to conclude its review and the
restatement process, file its Form 10-K and Form 10-Q and issue
any restatements promptly, but it presently cannot state with any
certainty when this will occur. There can be no assurance that the
restatement process and/or the accounting practices review will
not result in a determination to revise the preliminary estimates
provided in this release or the previously announced preliminary
results of the review, or to further restate the Company's
financial statements.

As previously disclosed, the trustee for the Company's 3.75%
convertible subordinated notes due 2006 has asserted that an event
of default has occurred under the Indenture and purported to
declare all amounts owing on the notes and under the Indenture to
be immediately due and payable. Riverstone disputes the trustee's
position and has notified the trustee that the trustee failed to
provide proper notice to commence the 60-day period, and that
therefore an event of default has not occurred and the trustee is
not entitled to declare any amounts to be immediately due and
payable. There can be no assurances that the Company will be able
to avoid accelerated repayment under the terms of the Indenture.

Riverstone Networks, Inc. (RSTN.PK) provides carrier class
switches and routers for mission critical networks. From the
metropolitan edge to the campus network, Riverstone's advanced
technology delivers the control and reliability carriers,
government organizations, educational institutions and large
corporations require. Worldwide, operators of mission critical
networks trust Riverstone. For more information, visit
http://www.riverstonenet.com


SALEM COMMS: S&P Affirms B+ Long-Term Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B+' long-term corporate credit rating, on Salem
Communications Corp. At the same time, the ratings were removed
from CreditWatch, where they were placed on July 21, 2003.

Camarillo, California-based radio operator Salem had approximately
$323.4 million in debt outstanding at June 30, 2003.

"The rating actions incorporate expectations that Salem will
maintain covenant compliance in the near term, due to the less
restrictive leverage covenant included in its proposed credit
agreement," said Standard & Poor's credit analyst Alyse
Michaelson. She added that, "Although pending acquisitions could
cause leverage to modestly increase, proposed covenants
incorporate a narrow cushion to absorb station acquisitions and
related start-up losses." Liquidity is based on limited borrowing
capacity under a revolving credit facility. While Salem has
reversed its historical discretionary cash flow deficits for the
first six months of 2003, meaningful free cash flow for debt
repayment is not likely in the near term. Credit ratios are
somewhat weak for the rating, and cannot accommodate the
historical pace of debt-financed acquisitions. Still, Salem
benefits from the relative stability afforded by its block
programming time sales, which helps shield its revenues from
lingering war-related softness in advertising.

A large portion of Salem's revenue is derived from the sale of
block programming time, which contributes to relative cash flow
stability. Block time sales and local advertising revenues enable
Salem to be less dependent on more traditional advertising.
Salem's high-single digit revenue growth, which is above the rate
of the industry, is being driven by national block time sales and
audience growth at its contemporary Christian radio stations,
notwithstanding a soft economic environment. Although demand
appears fairly steady due to the considerable number of
programmers who have been long-term purchasers of airtime from the
company, there is some concern that Christian religious radio
remains a niche format that may not have the broad appeal of a
general market radio format.

Salem's financial policy remains aggressive and proposed covenants
still provide only modest cushion to absorb acquisitions or
revenue softness. Debt-financed acquisitions that impede the
company's ability to generate positive discretionary cash flow or
reduce its cushion of covenant compliance, could place downward
pressure on ratings.


SLMSOFT INC: Sues Insight and UBS Capital for $150+ Mil. Damages
----------------------------------------------------------------
SLMsoft Inc. (TSX: ESP.a, ESP.b) has filed an action for damages
against multi-billion dollar investment houses, Insight Venture
Capital LLC, UBS Capital LLC and other partners, and personally
Mr. Jeff Horing, in the Ontario Superior Court.

This action follows a favorable result received from the Honorable
Justice Ground of the Commercial Court on September 19, 2003 in
which the Court held that the Defendants were not creditors of the
Plaintiff with respect to their convertible debentures.

The complaint alleges that Defendants issued wrongful notices of
default in January and March of 2002, knowing these notices would
have a material impact on SLM. Mr. Horing, at the time was a
Director of SLM, party to confidential information concerning the
financial structure of the organization and knew that SLM would be
forced to disclose these allegations to the public and the
consequences thereof. The complaint further alleges that the
Defendants conspired to cause economic harm to the Company and
ultimately take control, engaging in a disparaged practice known
as "debt spiralling".

Upon the issuance of these Notices and public disclosure
thereafter, the complaint alleges that existing customers and
potential customers panicked resulting in major contracts being
delayed or terminated, and eventually caused losses in revenue of
more than $77 million dollars. SLM asks the Court to award over
$150 million damages, for contractual and tortuous breaches and
that all such losses be set-off against any debt or equity held by
Defendants currently.

As reported in Troubled Company Reporter's September 23, 2003
edition, SLMsoft Inc. announced that Court denied Insight Venture
Capital's debt claim and ruled in SLM's favor.

The Honourable Justice Ground ruled that as of July 21, 1999, the
$24 million dollar convertible debentures held by Insight were
converted into convertible preferred shares and from that date
Insight was not a creditor of SLM and does not, in respect of the
convertible debentures held by it, qualify as a creditor of SLM
for the purposes of CCAA.

In January and March of 2002, Insight, a U.S. based investment
firm sent notices of default claiming that a $24 million
debentures was never converted to equity and remained debt. SLM
has always maintained that this investment was equity in nature
and that the debentures were converted into preferred shares in
1999. On September 19, 2003, this was confirmed by the Court.
These Notices and the action of Insight ultimately led SLM to seek
protection under the Companies Creditors Arrangement Act in May
2003.


SMITHFIELD: Inks Definitive Pact to Sell Schneider to Maple Leaf
----------------------------------------------------------------    
Smithfield Foods, Inc. (NYSE: SFD) announced a definitive
agreement to sell its wholly-owned Canadian subsidiary, Schneider
Corporation, to Maple Leaf Foods, Inc. (TSX: MFI) for $378
million, including the assumption of Schneiders' outstanding debt.

Schneider Corporation, based in Kitchener, Ontario, Canada, is a
food processing company that had sales in fiscal 2003 of $770
million.  Maple Leaf Foods is a leading global food processing
company based in Toronto, Canada.

The purchase price represents nine times Schneider's EBITDA
(earnings before interest, taxes, depreciation and amortization)
in fiscal 2003. Smithfield acquired a 63 percent interest in
Schneider in November of 1998 in a share exchange valued at $70
million, plus the assumption of $57 million in debt.  In November
of 2001 the company completed the acquisition for the remaining
interest in Schneider in a share exchange valued at $51 million.

"Schneider has been a terrific business for Smithfield, having
consistently contributed to our results.  However, it is an even
better business for Maple Leaf, due to the many synergies between
the two companies," said Joseph W. Luter, III, chairman and chief
executive officer of Smithfield Foods.  This sale is an attractive
opportunity for Smithfield, and we believe that we are receiving
full value for these assets. We remain strongly committed to our
strategy of opportunistic food industry transactions, both
domestically and internationally," he said.

The acquisition is expected to close by year-end or early 2004,
subject to normal conditions, including obtaining clearance from
the Canadian Competition Bureau.

                           *   *   *

As reported in Troubled Company Reporter's July 17, 2003 edition,
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating and senior secured notes ratings on Smithfield Foods
Inc., on CreditWatch with negative implications.

The 'BB' senior unsecured and 'BB-' subordinated debt ratings on
Smithfield Foods were also placed on CreditWatch with negative
implications.


SOLECTRON CORP: Narrows Fourth-Quarter Net Loss to $179 Million
---------------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and supply-chain management services,
reported GAAP fiscal fourth-quarter sales of $2.8 billion.

Fourth-quarter total company sales were $3.0 billion, which is at
the upper end of the company's guidance for sales of $2.6 billion
to $3.0 billion. This compares with $2.8 billion in the third
quarter of fiscal 2003 and $3.1 billion in the fourth quarter of
fiscal 2002. (Solectron defines total company sales as sales
including continuing and discontinued operations.)

The company reported a net loss in the fourth quarter of $179
million, or 22 cents per diluted share, compared with a GAAP net
loss of $2.6 billion, or $3.21 per diluted share, in the year-
earlier quarter. Excluding $146 million in restructuring and
impairment charges, Solectron had a pro forma net loss of $34
million, or 4 cents per diluted share, in the fourth quarter of
2003. The company's guidance was for a pro forma net loss of 6 to
2 cents per share.

"In the fourth quarter, we continued to improve in several
important areas," said Mike Cannon, president and chief executive
officer. "Total company revenue increased 5 percent from the third
quarter, reflecting overall demand improvement. We secured several
important customer wins, and the end-markets we serve are
recovering. During the quarter we improved gross margins,
operating expenses, and inventory turns, in addition to reducing
our outstanding debt."

The company also made progress towards selling assets that are not
central to its strategy. As of year-end, certain of these assets
had met the criteria required by Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, and accordingly are reported as discontinued
operations in the GAAP results. Each line item within the GAAP
financial statements excludes amounts related to these operations,
and the company has combined these amounts into "discontinued
operations" line items for all periods presented.

                         Fiscal 2003 Summary

Total company revenues for 2003 were $11.7 billion, compared with
$12.3 billion in fiscal 2002. The company reported a GAAP net loss
of $3.5 billion, or $4.18 per diluted share, compared with a GAAP
net loss of $3.1 billion, or $3.98 per diluted share, in fiscal
2002.

                        Fiscal 2003 Highlights
                      (on a total company basis)

-- Revenue stabilized during the year and increased in the fourth
   quarter.

-- Operating expenses were reduced nearly 20 percent.

-- Inventories declined 23 percent.

-- The cash-to-cash cycle improved 23 percent.

-- Total debt decreased by approximately $1 billion during the
   year.

"Solectron enters fiscal 2004 as a much different company than it
was a year ago. Over the last three quarters, we installed a new
leadership team, and we began implementing a business strategy and
organization alignment that will allow us to better serve our
customers," Cannon said. "I am pleased with our progress in a year
characterized by major transition, and I expect continued progress
in the coming year, including Solectron's return to
profitability."

                    First-Quarter Guidance

Fiscal first-quarter guidance is for sales of $2.7 billion to $3.1
billion, and for pro forma EPS, excluding restructuring and
impairment and other unusual items, to range from a 4-cent loss to
a 1-cent loss. This guidance is based on the current continuing
operations of Solectron. If additional assets planned for
divestiture qualify as discontinued operations prior to quarter-
end, the company's GAAP results would change accordingly.

Solectron (Fitch, BB- Corporate Credit Rating, Negative) --
http://www.solectron.com-- provides a full range of global
manufacturing and supply-chain management services to the world's
premier high-tech electronics companies. Solectron's offerings
include new-product design and introduction services, materials
management, high-tech product manufacturing, and product warranty
and end-of-life support. The company is based in Milpitas,
California, and had sales of $12.3 billion in fiscal 2002.


SPECIAL METALS: Judge Howard Confirms Plan of Reorganization
------------------------------------------------------------
Special Metals Corporation (SMCXQ.PK) announced that Judge William
S. Howard of the U.S. Bankruptcy Court for the Eastern District of
Kentucky approved the Company's Plan of Reorganization at a
confirmation hearing held in Lexington Thursday.

"The confirmation of the Plan of Reorganization is the most
significant accomplishment in the Company's reorganization
process," said Dennis L. Wanlass, Special Metals' Chief Operating
and Restructuring Officer. "Based on [Thurs]day's ruling, the
Company will now proceed to implement the details of the Plan of
Reorganization to meet a targeted emergence date of October 20,
2003."

Special Metals is the world's largest and most-diversified
producer of high-performance nickel-based alloys. Its specialty
metals are used in some of the world's most technically demanding
industries and applications, including: aerospace, power
generation, chemical processing, and oil exploration. Through its
10 U.S. and European production facilities and a global
distribution network, Special Metals supplies over 5,000 customers
and every major world market for high-performance nickel-based
alloys.


STARWOOD HOTELS: Selling Sheraton North Charleston Hotel
--------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) has signed a
binding agreement to sell the 296-room Sheraton North Charleston
Hotel to Cary, North Carolina-based Main Street Hotel, LLC.

The sale, which is subject to standard closing conditions, is
expected to occur during the fourth quarter. The hotel, which will
undergo a renovation, will continue to fly the Sheraton flag under
a franchise agreement, and will be renamed the Sheraton Hotel
North Charleston - Convention Center. The hotel will be managed by
Cary, North Carolina-based First American Hotels, Inc.

Proceeds from this sale, coupled with other hotel sales in North
America and Italy announced previously this year, will total more
than $1.1 billion and will be used to retire existing debt and for
other general corporate uses.

Starwood Hotels & Resorts Worldwide, Inc. (Fitch BB+ Convertible
Debt Rating, Negative) is one of the leading hotel and leisure
companies in the world with 740 properties in more than 80
countries and 105,000 employees at its owned and managed
properties. With internationally renowned brands, Starwood is a
fully integrated owner, operator and franchisor of hotels and
resorts including: St. Regis, The Luxury Collection, Sheraton,
Westin, Four Points by Sheraton, W brands, as well as Starwood
Vacation Ownership, Inc., one of the premier developers and
operators of high quality vacation interval ownership resorts. For
more information, visit http://www.starwood.com  

For more information on First American Hotels, Inc., please visit
www.firstamericanhotels.com


SUN HEALTHCARE: Highland Capital Discloses 4.96% Equity Stake
-------------------------------------------------------------
James Dondero, President and a limited partner of Highland
Capital Management, LP, reports in a regulatory filing with the
Securities and Exchange Commission that Highland Capital owns
488,856 beneficial shares of Sun Healthcare common stock.  This
represents a 4.96% equity stake in the company's issued and
outstanding shares.  

Highland Capital's affiliate, Highland Crusader Offshore
Partners, LP, beneficially owns 75,500 shares.  This represents a
0.77% equity stake in the company's issued and outstanding
shares.  

Highland Capital is an investment advisory firm in accordance
with Rule 13d-1(b)(1)(ii)(E) of the Securities Exchange Act of
1934.  Mr. Dondero attests that the Sun Healthcare securities
were:

   -- acquired and are held in the ordinary course of business
      and were not acquired and are not held for the purpose of
      or with the effect of changing or influencing the control
      of Sun Healthcare; and

   -- not acquired and are not held in connection with or as a
      participant in any transaction having that purpose or
      effect. (Sun Healthcare Bankruptcy News, Issue No. 59;
      Bankruptcy Creditors' Service, Inc., 609/392-0900)   


UNIVERSAL HOSPITAL: Commences Tender Offer for 10-1/4% Sr. Notes
----------------------------------------------------------------
Universal Hospital Services, Inc., announced that on September 24,
2003 it commenced a cash tender offer for all $135,000,000
outstanding principal amount of its 10-1/4% Senior Notes due 2008
(CUSIP Nos. 91359LAC3 and 91359LAF6).

In connection with the tender offer, UHS is soliciting holders to
consent to proposed amendments to the indenture governing the
notes, which will eliminate substantially all of the restrictive
covenants, certain related events of default and certain other
terms.

The tender offer will expire at 12:01 a.m. New York City time, on
Thursday, October 23, 2003, unless extended or earlier terminated
(as that date may be extended, the "Expiration Time"). Holders who
validly tender their notes prior to 5:00 p.m., New York City time,
on October 7, 2003 (as that date may be extended, the "Consent
Payment Deadline"), will receive total consideration of $1,051.25
per $1,000 principal amount of notes tendered. The total
consideration is the sum of a tender offer price of $1,031.25 per
$1,000 principal amount of notes tendered and a consent payment of
$20 per $1,000 principal amount of notes tendered. Holders who
validly tender their notes after the Consent Payment Deadline and
prior to the Expiration Time will receive only the tender offer
consideration and will not receive the consent payment. No tenders
will be valid if submitted after the Expiration Time. All payments
will include accrued and unpaid interest on the principal amount
tendered to, but not including, the payment date.

Holders who validly tender notes prior to the Consent Payment
Deadline will, by tendering those notes, be consenting to the
amendments to the indenture. Holders may not consent to the
amendments without tendering their notes and may not revoke their
consents without withdrawing the previously tendered notes to
which the consents relate.

UHS may amend, extend or, subject to certain conditions, terminate
the tender offer and the consent solicitation. The terms and
conditions of the tender offer and the consent solicitation,
including the conditions of UHS' obligation to accept the notes
tendered and pay the purchase price for them, are set forth in an
Offer to Purchase and Consent Solicitation Statement dated
September 24, 2003. This press release does not constitute an
offer or solicitation to purchase or a solicitation of consents
with respect to the notes. That offer or solicitation will be made
only by means of the Offer to Purchase and Consent Solicitation
Statement.

UHS has retained Goldman, Sachs & Co. to act as the exclusive
Dealer Manager and Solicitation Agent in connection with the
tender offer and consent solicitation. Questions regarding the
tender offer and consent solicitation and requests for documents
may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll
free) or Global Bondholder Services Corporation, the Information
Agent in connection with the tender offer and consent
solicitation, at (866) 873-6300 (toll free).

The tender offer and consent solicitation are the first step in
the proposed recapitalization that UHS announced on September 15.
In addition to the tender offer and consent solicitation, the
proposed recapitalization is expected to involve the infusion of
additional equity financing from an existing investor, private
equity fund manager J.W. Childs Associates, L.P., a new investor,
The Halifax Group, L.L.C., and certain members of management; the
repurchase of a portion of the company's outstanding equity; a
private offering of a new series of approximately $250 million of
senior notes; and the negotiation of a new revolving secured
credit facility. Each part of the recapitalization transaction is
expected to be conditioned upon negotiation and completion of
satisfactory agreements, final approvals and customary closing
conditions.

UHS will be issuing the new equity and new senior notes in
transactions that will not be and have not been registered under
the Securities Act of 1933, as amended, or any state securities
laws and those securities may not be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state securities laws. This press release does not constitute an
offer to sell or the solicitation of an offer to buy any security.

Based in Bloomington, Minnesota, UHS -- whose June 30, 2003
balance sheet shows a total shareholders' equity deficit of about
$52 million -- is a leading, nationwide provider of medical
equipment outsourcing and services to the health care industry,
including national, regional and local acute care hospitals and
alternate site providers, such as nursing homes and home care
providers. We service customers across the spectrum of the
equipment life cycle as a result of our position as the industry's
largest purchaser, outsourcer and reseller of movable medical
equipment. Our diverse customer base includes more than 2,800
hospitals and approximately 3,100 alternate site providers. We
also have extensive and long-standing relationships with over 300
major medical equipment manufacturers and the nation's largest
group purchasing organizations and integrated delivery networks.
Our service offerings fall into three general categories: Medical
Equipment Outsourcing, Technical and Professional Services, and
Medical Equipment Sales, Remarketing and Disposables.


US AIRWAYS: Sec. 1110 Modification Deadline Extended to Oct. 23
---------------------------------------------------------------
Despite continued best efforts, the Reorganized US Airways Debtors
did not meet the August 15, 2003 deadline with respect to the
modification of leases relating to 29 aircraft equipment.

At the Reorganized Debtors' request, Judge Mitchell extended the
time by which they may perform their outstanding obligations
under Section 1110 of the Bankruptcy Code not later than
October 23, 2003.

Another extension is necessary, John Wm. Butler, Jr., Esq., at
Skadden, Arps, Slate, Meagher & Flom, in Chicago, Illinois,
asserts, because:

   (a) the Reorganized Debtors and the relevant Aircraft
       Creditors are still negotiating certain aspects of the
       final documentation that will memorialize the material
       terms of the new financing;

   (b) the Outstanding Aircraft Equipment is not currently
       located in a jurisdiction that would allow for the
       Reorganized Debtors to obtain the most favorable tax
       treatment in connection with the closing of the new
       financing transactions; and

   (c) the Reorganized Debtors have been unable to take the
       Outstanding Aircraft Equipment out of international
       service for a sufficient period to permit transfer of
       title of the Outstanding Aircraft Equipment in accordance
       with Federal Aviation Authority regulations.

The extension will:

   -- enable the parties to finalize the documentation of the
      agreements that will govern the Outstanding Aircraft
      Equipment on a go-forward basis;

   -- allow the Reorganized Debtors to complete the
      rationalization of their fleet contemplated by the Plan;
      and

   -- allow the Reorganized Debtors to close the new financing
      transactions in a jurisdiction that provides the most
      favorable tax treatment.

So far, the Reorganized Debtors have successfully closed 160
finance transactions in connection with the Affected Aircraft and
Engines. (US Airways Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


USG CORP: Court Stretches Lease Decision Period to March 4, 2004  
----------------------------------------------------------------
USG Corporation and its debtor-affiliates sought and obtained the
Court's approval to extend the period within which they may assume
or reject any prepetition unexpired non-residential real property
lease until March 1, 2004. (USG Bankruptcy News, Issue No. 53;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


TYCO: Brings-In Robert W. Frantz as VP, Environment and Health
--------------------------------------------------------------    
Tyco International Ltd. (NYSE: TYC, BSX: TYC, LSE: TYI) announced
the appointment of Robert W. Frantz as Vice President,
Environment, Health and Safety, a new position.  Mr. Frantz will
report to William B. Lytton, Executive Vice President and General
Counsel. He joins Tyco from GE Engine Services, where he served as
General Manager and Counsel, Environment, Health & Safety.

Mr. Frantz will be responsible for the development of strategies,
policies and programs that will unify the standards and achieve
world-class performance in Environment, Health and Safety areas
across Tyco's business units.

Tyco Chairman and CEO Ed Breen said: "We believe that maintaining
the highest possible environmental, health and safety standards
throughout all our businesses is critical to Tyco's long-term
growth.  Our employees, neighbors and customers expect nothing
less from us.  Bob Frantz has a proven record of achievement in
this area and we welcome him to the Company."

Mr. Lytton said:  "Bob Frantz has the right mix of experience and
personal leadership ability for this important position. He will
shape the Company's EH&S policies and procedures, while unifying
the standards and performance in EH&S areas across Tyco's business
units.  Our goal for Tyco is not just compliance - it is
excellence. I am confident that under Bob's leadership, we will
achieve that goal."

Mr. Frantz said: "I am tremendously excited to lead the
Environment, Health and Safety initiatives at Tyco.  Working with
the Company's corporate and business division leaders, I plan to
develop policies and programs that will drive a consistent culture
of EH&S excellence, both by building on existing best practices
and by introducing new programs.  This is an outstanding personal
opportunity at an outstanding Company and I look forward to
implementing a world-class EH&S strategy that will advance Tyco's
existing world-class businesses."

Mr. Frantz has held a number of positions with increasing
responsibility during his 18 years at GE.  Most recently he was
responsible for worldwide Environment, Health & Safety performance
and programs at 45 global sites while serving as General Manager
and Counsel, Environment, Health and Safety at GE Engine Services.   
Prior to joining GE Engine Services, Mr. Frantz spent 9 years at
GE Corporate Environmental Programs, where he ultimately served as
Manager and Senior Counsel, EH&S Operations.  He was also Counsel
- Environmental and Regulatory Matters at GE Plastics.  Before
joining GE, Mr. Frantz was an Assistant General Counsel at the
Chemical Manufacturers Association, an associate at Hamel, Park,
McCabe and Saunders law firm in Washington, DC and a trial
attorney for the U.S. Department of Justice, Environment and
Natural Resources Division.

Mr. Frantz holds his law degree from Rutgers University School of
Law and a Bachelor of Science degree in Economics from Rutgers
University, Cook College.
    
Tyco International Ltd. is a diversified manufacturing and service
company. Tyco is the world's largest manufacturer and servicer of
electrical and electronic components; the world's largest
designer, manufacturer, installer and servicer of undersea
telecommunications systems; the world's largest manufacturer,
installer and provider of fire protection systems and electronic
security services and the world's largest manufacturer of
specialty valves. Tyco also holds strong leadership positions in
medical device products, and plastics and adhesives. Tyco operates
in more than 100 countries and had fiscal 2002 revenues from
continuing operations of approximately $36 billion.
    
                          *   *   *

As previously reported, Fitch Ratings affirmed its ratings on the
senior unsecured debt and commercial paper of Tyco International
Ltd., as well as the unconditionally guaranteed debt of its wholly
owned direct subsidiary Tyco International Group S. A., at
'BB'/'B', respectively. The Rating Outlook has been changed to
Stable from Negative. The ratings affect approximately $21 billion
of debt securities.

The change to Outlook Stable reflects Tyco's progress with respect
to reestablishing access to capital, addressing its liability
structure, implementing steps to improve operating performance,
and demonstrating cash generation despite a difficult economic
environment in a number of key end-markets. The impact of
fundamental favorable changes in Tyco's financial policies and
profile since late fiscal 2002 is constrained by economic weakness
in its markets, potential legal liabilities related to shareholder
lawsuits and SEC investigations, and the possibility, although
reduced, of further accounting charges and adjustments. The
ratings could improve over time as Tyco demonstrates more
consistent results and that it has put behind it the accounting
concerns that have obscured the transparency of its financial
reporting in the past.


VARSITY BRANDS: S&P Withdraws Ratings Following Acquisition
-----------------------------------------------------------  
Standard & Poor's Ratings Services withdrew its ratings on Varsity
Brands Inc. (S&P, B Long-Term Corporate Credit, Negative
Implications) following its acquisition by senior management and
an affiliate of Leonard Green & Partners L.P. in a transaction
valued at $130.9 million, including the repayment of debt.  

The company also closed on its tender offer for its outstanding
10.5% senior notes due 2007, repurchasing approximately $46
million of the outstanding notes.  Varsity Brands will proceed to
redeem the remaining outstanding senior notes of about $20
million.


WCI STEEL: Appoints Trumbull Group as Notice and Claims Agent
-------------------------------------------------------------
Wci Steel, Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Northern District
of Ohio to appoint The Trumbull Group LLC as Claims, Noticing and
Balloting Agent.

The Debtors have identified, at a minimum, 5,200 creditors,
potential creditors and other parties in interest to whom certain
notices, including notice of the commencement of the Chapter 11
case, and voting documents, must be sent.  To relieve the Court
and the Clerk's Office of these burdens, the Debtors engage
Trumbull Group.  Specifically, Trumbull Group will:

     a) prepare and serve required notices in these chapter 11
        cases, including:

          i) notice of the commencement of these chapter 11
             cases and the initial meeting of creditors under
             section 341(a) of the Bankruptcy Code;

         ii) notice of the claims bar date;

        iii) notice of objections to claims;

         iv) notice of any hearings on a disclosure statement
             and confirmation of a plan or plans of
             reorganization; and

          v) such other miscellaneous notices as the Debtors or
             the Court may deem necessary or appropriate for an
             orderly administration of these chapter 11 cases;

     b) within five days after the mailing of a particular
        notice, file with the Clerk's Office a certificate or
        affidavit of service that includes:

          i) a copy of the notice served;

         ii) an alphabetical list of persons upon whom the
             notice was served and their respective addresses;
             and

        iii) the date and manner of service;

     c) maintain copies of all proofs of claim and proofs of
        interest filed in these cases;

     d) maintain official claims registers in these cases by
        docketing all scheduled claims, proofs of claim and
        proofs of interest in a claims database that includes:

          i) the name and address of the claimant or interest
             holder and any agent thereof, if a proof of claim
             or proof of interest was filed by an agent;

         ii) the date a proof of claim or proof of interest was
             received by Trumbull and, if applicable, the Court;

        iii) the claim number assigned to the scheduled claim,
             proof of claim or proof of interest;

         iv) the asserted amount and classification of the
             claim; and

          v) the applicable Debtor against which the claim or
             interest is asserted or scheduled;

     e) implement necessary security measures to ensure the
        completeness and integrity of the claims registers;

     f) transmit to the Clerk's Office a copy of the claims
        registers on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

     g) maintain an up-to-date mailing list for all entities
        that have filed proofs of claim or proofs of interest in
        these cases and make the list available upon request to
        the Clerk's Office or any party in interest;

     h) provide access to the public for examination of copies
        of the proofs of claim or proofs on interest filed in
        these cases without charge during regular business
        hours;

     i) record all transfers of claims pursuant to Bankruptcy
        Rule 3001(e) and provide notice of such transfers as
        required by Bankruptcy Rule 3001(e);

     j) comply with applicable federal, state, municipal and
        local statues, ordinances, rules, regulations, orders
        and other requirements;

     k) provide temporary employees to process claims, as
        necessary;

     l) promptly comply with such further conditions and
        requirements as the Clerk's Office or the Court may at
        any time prescribe; and

     m) provide such other claims processing, noticing and
        related administrative services as may be requested from
        time to time by the Debtors.

Lorenzo Mendizabal, President of Trumbull Group reports that his
firm's consulting services are:

          Administrative Support       $50 per hour
          Assistant Case Management/
             Data Specialist           $85 to $80 per hour
          Case Manager                 $110 to $125 per hour
          Automation Consultant        $140 to $160 per hour
          Sr. Automation Consultant    $165 to $185 per hour
          Consultant                   $175 to $225 per hour
          Sr. Consultant               $230 to $300 per hour

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: Unsecured Panel Turns to Lehman for Financial Advice
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of WestPoint Stevens Inc., and its debtor-affiliates seeks
the Court's authority to retain Lehman Brothers Inc. as its
financial advisor, nunc pro tunc to July 30, 2003.

The Committee explains that the services of a financial advisor
are necessary and appropriate to evaluate complex financial and
economic issues raised by the Debtors' reorganization
proceedings.  The Committee selected Lehman because of its
expertise in providing financial advisory services in
restructuring and distressed situations.

Lehman is an investment-banking firm with principal offices in
New York.  It is a public company and has over $302,000,000,000
in assets with 13,000 employees in 38 industrial offices around
the world.  Lehman's professionals have extensive experience in
the reorganization and restructuring of troubled companies.

Lehman, in its capacity as financial advisor to the Committee,
will:

   (a) review and analyze WestPoint's business, operations,
       properties, financial condition and prospects and
       financial projections;

   (b) evaluate WestPoint's debt capacity in light of its
       projected cash flows;

   (c) provide advice regarding the restructuring of WestPoint's
       existing indebtedness and assist in the determination of
       an appropriate capital structure;

   (d) give a valuation analysis of WestPoint and its assets on a
       going concern basis, including preparation of expert
       testimony relating to valuation;

   (e) attend meetings and assist in negotiations with the
       Debtors with respect to any proposed reorganization plan;

   (f) advise the Committee on the timing, nature, terms and
       value of any new securities, other consideration or other
       inducements to be offered pursuant to a restructuring;

   (g) assist the Committee in assessing strategic options,
       including the sale of the Debtors' businesses, and pre-
       confirmation and exit debt equity financing;

   (h) provide testimony, as necessary, in any court proceeding;
       and

   (i) provide the Committee with other appropriate general
       restructuring advice.

Lehman will be compensated in this manner:

   (a) The Debtors will pay a cash retainer fee equal to $75,000
       per month for the first six months, the retainer will be
       reduced to $50,000 per month after that.  The first
       monthly retainer will be payable upon the execution of the
       Lehman Engagement Letter, and subsequent monthly retainers
       will be payable every first day of each month;

   (b) In consideration of Lehman as exclusive financial advisor
       to the Committee, the Debtors will pay $100,000 due upon
       the Effective Date of the Debtors' Plan; and

   (c) The Debtors will also pay all reasonable fees,
       disbursements and out-of-pocket expenses incurred by
       Lehman.

The Committee maintains that the Fee Structure is both fair and
reasonable under standards set forth in Section 328(a) of the
Bankruptcy Code.

Lehman may resign at any time and the Committee may terminate its
services at any time as well by giving prior written notice.  If
Lehman resigns or the Committee terminates its engagement, the
firm and its counsels will be entitled to receive all the amounts
due up to the date of the resignation or termination.

The Committee believes that the Debtors should provide Lehman
with an indemnity, which they find appropriate in light of the
cost of services in a non-bankruptcy context.  Indemnification is
a standard provision for investment bankers and financial
advisors.

Mark Shapiro, Managing Director of Lehman, assures the Court that
the firm does not represent or hold any interest adverse to the
Debtors, their estates, creditors, equity security holders, or
affiliates, and is a "disinterested person" within the meaning of
Section 101(14). (WestPoint Bankruptcy News, Issue No. 9;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WESTPORT RESOURCES: Appoints Beatty, Dole and Semmens to Board
--------------------------------------------------------------
The Board of Directors of Westport Resources Corporation (NYSE:
WRC) appointed Michael L. Beatty, Richard D. Dole and Robert F.
Semmens to serve on the Board effective October 1, 2003.  

Current directors Robert Belfer, Murry Gerber, and Robert
Haas will resign from the Board, also effective October 1, 2003,
maintaining the Board's current ten member size.

Mr. Beatty is a member of The Beatty Law Firm in Denver, Colorado
specializing in energy litigation.  Prior to founding the law firm
in 1998, Mr. Beatty was of counsel with the national law firm
Akin, Gump, Strauss, Hauer & Feld L.L.P.  From 1993 until 1995 he
served as Chief of Staff to Colorado Governor Roy Romer.  He
previously served as Executive Vice President, General Counsel and
a director of Coastal Corporation and as General Counsel of
Colorado Interstate Gas Company.  Prior to joining CIG, he was a
tenured professor of law at the University of Idaho.  He is a
graduate of Harvard Law School.  Mr. Beatty will serve on the
Nominating and Governance Committee of the Board.

Mr. Dole is currently President and co-founder of Benefits Access
Solutions, LLC, a company formed in 2002 with insurance industry
executives to provide financial services and benefit options to
employees and members of corporations and organizations.  BAS was
an extension from his activities as Managing Partner of Innovation
Growth Partners, LLC, a Houston-based company of experienced
professionals and business leaders, which partners with
organizations seeking strategic enhancement and growth.  Prior to
co-founding IGP in 2000, Mr. Dole served from 1998 until 2000 as
Vice President and Chief Financial Officer of Burlington Resources
International. From 1995 until 1998 he was national partner-in-
charge of business process solutions of KPMG LLP.  Prior to 1995
he was with Coopers & Lybrand, LLP, where he began his career in
1968 and served as Assurance and Business Advisory Partner in
addition to various management positions such as Vice Chairman -
process management, Southwest Region Director of merger,
acquisition and corporate finance services, and National Chairman
for the energy and natural resources industry practices (oil and
gas, utilities and mining).  Mr. Dole will serve on the Audit
Committee of the Board.

Mr. Semmens is currently an Adjunct Professor of finance at the
Leonard N. Stern School of Business at New York University and a
consultant on private equity finance.   From 1993 until 2000 when
the company was sold, Mr. Semmens was a Principal of the Beacon
Group, a private investment and advisory firm specializing in
energy investment.  Prior to co-founding The Beacon Group, he was
with the investment banking division of Goldman, Sachs & Co. where
he specialized in corporate finance primarily in the energy
industry.  He holds juris doctor and master of management degrees
from Northwestern University. Mr. Semmens will serve on the
Compensation Committee of the Board.

Don Wolf, Chairman and Chief Executive Officer of Westport,
stated, "These changes reflect our growth and our ongoing success
in attracting outstanding leadership for our company.  Our
retiring board members each represent major shareholders who have
contributed greatly to our success.  As a result of our expanded
public float, representatives of our major shareholders have
reduced their board representation to more accurately reflect
their current ownership and to permit adding directors with a
variety of experience and perspective to our Board.  We are
pleased to add members of such stature and experience. They will
bring a broad range of energy industry, finance and legal
expertise and proven leadership as we look to continue our record
of sustained growth and value generation."

Westport (S&P, BB Corporate Credit and Senior Unsecured, and B+
Senior Subordinated Debt Ratings) is an independent energy company
engaged in oil and natural gas exploitation, acquisition and
exploration activities primarily in the Gulf of Mexico, the Rocky
Mountains, Permian Basin/Mid-Continent and the Gulf Coast.


XCEL ENERGY: Delays Preferred Share Dividend Declaration
--------------------------------------------------------
Xcel Energy (NYSE:XEL) has delayed its declaration of October
dividend payments on its preferred and common stock.

"The company has adequate cash on hand to pay the dividends and we
hope to do so this year, but we are unable to make the payments at
this time," said Dick Kelly, Xcel Energy's chief financial
officer. " The Public Utility Holding Company Act requires the
company have retained earnings at least equal to the dividend
payment or receive a waiver of that requirement from the
Securities and Exchange Commission."

Kelly said Xcel Energy's retained earnings are negative due to
charges at NRG Energy, a subsidiary in bankruptcy proceedings.
Xcel Energy has applied to the SEC for a waiver to make the
October dividend payments. The company has not yet received the
waiver, nor is it assured the request will be granted.

"I anticipate the company will have sufficient retained earnings
by the end of October to declare and pay dividends on its
preferred stock. Assuming NRG's plan of bankruptcy is confirmed by
early December and earnings for the remainder of the year are as
anticipated, we will have sufficient retained earnings to declare
and pay the October common stock dividend in December as well as
declare the common and preferred dividends payable in January
2004," Kelly said.

Xcel Energy is a major U.S. electricity and natural gas company
with operations in 12 Western and Midwestern states. Xcel Energy
provides a comprehensive portfolio of energy-related products and
services to 3.2 million electricity customers and 1.7 million
natural gas customers through its regulated operating companies.
In terms of customers, it is the fourth-largest combination
natural gas and electricity company in the nation. Company
headquarters are located in Minneapolis. More information is
available at http://www.xcelenergy.com


* Susan Barnes de Resendiz Joins Gardner Carton's Chicago Practice
------------------------------------------------------------------
Gardner Carton and Douglas LLP, a leading law firm with offices in
Chicago and Washington D.C., is pleased to welcome Susan Barnes de
Resendiz, a nationally recognized corporate bankruptcy and
financial institutions lawyer, as counsel in its Chicago Corporate
Restructuring and Financial Institutions Practice.   

Ms. Resendiz is admitted to practice in Ohio, Florida, the
District of Columbia, and Texas and is an active member of the bar
association in those states.  She is also a member of the
International Bar Association, International Womens Insolvency and
Restructuring Confederation, American Bar Association (Chair,
Subcommittee on Membership of the Business Bankruptcy Committee,
and member of the Consumer Financial Subcommittee, Section of
Business Law), and the Texas Association of Bank Counsel.

Ms. de Resendiz has been listed in The Best Lawyers in America in
both Cleveland and Houston, where she was a partner in a national
law firm involved in many of the largest corporate bankruptcies in
the United States. She also handled consumer credit class actions,
defended against FTC enforcement actions, advised on consumer
credit compliance issues, and lobbied Congress and federal banking
agencies on bankruptcy and credit issues.

She began her legal career as one of the first consumer credit
lawyers hired by the Board of Governors of the Federal Reserve
System in Washington, D.C., where she was responsible for the
first restatement of Regulation Z and the implementation of
regulations for the Fair Credit Billing Act.

With Susan de Resendiz, we are further expanding our already
highly recognized national insolvency practice with an attorney of
noted national reputation and commitment to the practice,  says
Harold L. Kaplan, Chair of the Firms Corporate Restructuring
Practice.  The addition of Susan following Tracy Tregers joining
us as a partner earlier in the summer reflects a further expansion
of our commitment to our Corporate Restructuring Practice.  

The Corporate Restructuring Practice of Gardner Carton & Douglas
has a national reputation particularly in representing indenture
trustee and bondholder interests in major cases throughout the
United States (representing in excess of $10.5 billion in bond
defaults in the last year), as well as creditor committees and
other interests.  The practice Chair, Mr. Kaplan, was named one of
thirteen Outstanding Bankruptcy Attorneys in the United States in
2001 by Turnaround and Workouts Magazine.

Gardner, Carton & Douglas -- http://www.gcd.com-- was established  
in Chicago in 1910. The firms 230 attorneys practice in Chicago
and Washington D.C.  Diverse and geographically widespread, the
firms extensive client base includes major domestic and foreign
manufacturing and technology companies; universities; hospitals
and other nonprofit organizations; commercial and investment
banks; insurance companies and other financial service
institutions; Native American tribes, universities and
municipalities; broadcasters, common carriers and private
communication users; advanced technology businesses; and
individuals.


* BOND PRICING: For the week of September 29 - October 5, 2003
--------------------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                9.875%  03/01/07    68
Adelphia Communications               10.875%  10/01/10    68
American & Foreign Power               5.000%  03/01/30    66
AMR Corp.                              9.000%  09/15/16    72
Aurora Foods                           9.875%  02/15/07    57
Burlington Northern                    3.200%  01/01/45    55
Calpine Corp.                          7.875%  04/01/08    69
Calpine Corp.                          8.500%  02/15/11    69
Calpine Corp.                          8.625%  08/15/10    70
Calpine Corp.                          8.750%  07/15/07    74
Century Communications                 8.875%  01/15/07    69
Cincinnati Bell Telephone              6.300%  12/01/28    74
Coastal Corp.                          6.950%  06/01/28    70
Coastal Corp.                          7.420%  02/15/37    73
Comcast Corp.                          2.000%  10/15/29    33
Continental Airlines                   7.033%  06/15/11    74
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    34
Crown Cork & Seal                      7.500%  12/15/96    73
Cummins Engine                         5.650%  03/01/98    67
Dan River Inc.                        12.750%  04/15/09    68k
Delta Air Lines                        7.900%  12/15/09    75
Delta Air Lines                        8.300%  12/15/29    65
Delta Air Lines                        9.000%  05/15/16    68
Elwood Energy                          8.159%  07/05/26    70
Enron Corp.                            7.875%  06/15/03    19
Fibermark Inc.                        10.750%  04/15/11    65
Finova Group                           7.500%  11/15/09    51
Gulf Mobile Ohio                       5.000%  12/01/56    63
IMC Global Inc.                        7.300%  01/15/28    73
Internet Capital                       5.500%  12/21/04    63
Level 3 Communications Inc.            6.000%  09/15/09    62
Level 3 Communications Inc.            6.000%  03/15/10    61
Liberty Media                          3.500%  01/15/31    73
Liberty Media                          3.750%  02/15/30    61
Liberty Media                          4.000%  11/15/29    65
Loral Cyberstar                       10.000%  07/15/06    60
Lucent Technologies                    6.450%  03/15/29    69
Lucent Technologies                    6.500%  01/15/28    69
Mirant Corp.                           2.500%  06/15/21    48
Mirant Corp.                           5.750%  07/15/07    48
Missouri Pacific Railroad              4.750%  01/01/30    71
Missouri Pacific Railroad              5.000%  01/01/45    63
Northern Pacific Railway               3.000%  01/01/47    52
Northwest Airlines                     7.875%  03/15/08    74
NTL Communications Corp.               7.000%  12/15/08    19
Revlon Consumer Products               8.625%  02/01/08    53
Universal Health Services              0.426%  06/23/20    65
US Timberlands                         9.625%  11/15/07    56
Viropharma Inc.                        6.000%  03/01/07    51
Worldcom Inc.                          6.250%  08/15/03    33
Worldcom Inc.                          6.400%  08/15/05    33
Worldcom Inc.                          6.950%  08/15/28    33
Xerox Corp.                            0.570%  04/21/18    65

                          *********

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

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

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

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 http://www.debttraders.com/

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., 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 ***