TCR_Public/030930.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 30, 2003, Vol. 7, No. 193   

                          Headlines

ABRAXAS PETROLEUM: Appoints Barry Galt & Harold Carter to Board
ACCRUE SOFTWARE: Closes Sale of All Assets to Datanautics Inc.
ACCRUE SOFTWARE: Datanautics Begins Ops. After Acquiring Assets
ADELPHIA BUSINESS: Files 1st Amended Plan & Disclosure Statement
ADELPHIA COMMS: Wants Additional Time to Move Actions to SDNY

AIR CANADA: Picks 2 Investors for Final Phase of Equity Process
AIRTRAN AIRWAYS: Prices Public Offering of 8.6 Million Shares
ALESTRA: Extends Solicitation of Acceptances to Prepackaged Plan
AMERICA WEST AIRLINES: Seminole Group Reports 5.8% Equity Stake
AMERICAN MARKETING: Has Until October 17 to File Schedules

ANC RENTAL: Wants to Continue Cash Collateral Use Until Nov. 28
AQUILA INC: Fails to Reach Asset Sale Agreement with Noteholders
AQUILA: Terminates Pact to Sell Interest in Midlands Electricity
ARMSTRONG: AWI Plan Voting Deadline Extended Until October 17
AVON PRODUCTS: Begins Construction of $40-Mill. Plant in Russia

BALDWIN TECHNOLOGY: Reports Improved Fourth-Quarter Performance
BANC OF AMERICA: Series 2003-I Class B-4 & B-5 Notes Get Low-Bs
BROOKFIELD PROPERTIES: S&P Rates Global Scale Preferreds at BB+
BROOKFIELD PROPERTIES: Issuing C$150 Million of Preferred Shares
BUDGET: Court Disallows 13 Noteholder Claims Totaling $126 Mill.

CENTERPOINT ENERGY: Hosting Q3 Conference Call on October 21
CENTRAL PARKING: S&P Junks Preferred Stock Rating
CIRCUS AND ELDORADO: S&P Affirms B+ Corporate Credit Rating
CLAYTON: Lauds Supreme Court Decision on Meat Cutters Appeal
COMDISCO: Selling Two Chicago Area Properties to MB Financial

CONE MILLS: Wants to Pay $4.5 Million of Critical Vendor Claims
CONSECO INC: Completes Sale of GM Building for $1.4 Billion
CORVUS INVESTMENTS: Fitch Downgrades Class C Notes Rating to CCC
COVANTA ENERGY: Lease Decision Period Extended Until October 13
DATA TRANSMISSION: Wants Nod to Use Wachovia's Cash Collateral

DIEDRICH COFFEE: Violates Bank Loan's Financial Covenants
DVI INC: Increasing Reserves for Doubtful Receivables
DYNEGY INC: Exelon Exploring Option to Acquire Illinois Power
EASYLINK SERVICES: JM Dutton Covers with Speculative Buy Rating
ELDORADO RESORTS: S&P Revises Low-B Ratings Outlook to Negative  

ENRON CORP: Various Creditors Sell Claims Totaling $57 Million
FAR & WIDE: Swain Australia Wants to Separate from Parent Co.
FAR & WIDE TRAVEL: Adventure Collection Offers Credit to Clients
FLEMING COS.: Morgan Stanley Asks Court to Allow Admin. Claim
GARDENBURGER INC: Will Close Portland Office in a Month's Time

GENERAL MARITIME: Inks Contracts for Up to 9 Aframax OBO Vessels
GFCM LLC: Fitch Rates 4 Series 2003-1 Note Classes a Low-B Level
GLOBAL CROSSING: Stipulation Settling IRS Claim Dispute Approved
HARRAH'S ENTERTAINMENT: Sets Q3 Conference Call for October 22
IMPATH INC: Files for Chapter 11 Reorganization in New York

IMPATH INC: Case Summary & 30 Largest Unsecured Creditors
IMPERIAL PLASTECH: Reports $5.5MM Loss on $5MM Sales for Q2
INAMED CORP: Appoints John C. Miles to the Board of Directors
INTERNET SERVICES: Taps White and Williams as Bankruptcy Counsel
INTERPLAY ENTERTAINMENT: Ends Distribution Pact with Vivendi

KINGSWAY FINANCIAL: Defers Marketing of Trust Preferred Offering
KINGSWAY FINANCIAL: Ends Talks to Acquire US Insurance Company
LEAP WIRELESS: Cricket Wants to Assume SBC Interconnection Pacts
LYNX THERAPEUTICS: Completes $3 Million Private Equity Financing
MERITAGE CORP: Completes Add-on Offering of 9.75% Senior Notes

METRIS COMPANIES: Enters Agreement to Sell Bank Deposits at Unit
METRIS COMPANIES: Reducing Workforce by about 65 Positions
MILESTONE CAPITAL: Files for Chapter 11 Protection in New Jersey
MILESTONE CAPITAL: Case Summary & Largest Unsecured Creditors
MIRANT: Has Until March 10, 2004 to Make Lease-Related Decisions

NATIONAL CENTURY: Liquidation Analysis Under Liquidation Plan
NEXTWAVE TELECOM: Court Approves Asset Sale to Cingular Wireless
NORTHWEST AIRLINES: Will Close Detroit Reservations Center
NORTHWESTERN CORP: Wants to Hire Ordinary Course Professionals
NRG ENERGY: Treatment of Claims Under South Central Reorg. Plan

O'SULLIVAN INDUSTRIES: Prices $100MM 10.63% Senior Note Offering
PACIFIC GAS: Court Approves Settlement of Katz Licensing Claims
PALIGENT INC: PwC Steps Down as Independent Accountants
PARK PLACE ENTERTAINMENT: Fitch Affirms BB+ Sr. Unsecured Rating
PAXSON COMMS: Will Publish Third-Quarter Results on November 12

PILLOWTEX CORP: Court Fixes Uniform Global Bidding Procedures
PROVIDIAN FIN'L: Fitch Ups Senior Unsecured Rating to B+ from B
QUINTILES: Corporate Credit Rating Cut to Speculative Grade
RAYOVAC CORP: Gets Consents Sufficient to Amend Note Indentures
RICA FOODS: Fitch Withdraws Units' BB Foreign Debt Rating

ROBOTIC VISION: Names Grant Thornton LLP as Independent Auditor
ROYAL & SUNALLIANCE: A.M. Best Cuts Fin'l Strength Rating to B+
SAFETY-KLEEN: Wants to Settle with Chicago on Condemnation Suit
TRINITY INDUSTRIES: Enhances Lease Warehouse Financing Facility
UNIFORET INC: Firms-Up Plan of Arrangement Under CCAA in Canada

UNITED COMPONENTS: Names Charlie Dickson Chief Financial Officer
US AIRWAYS: Wants Additional Time to Challenge Tort Claims
WABASH NAT'L: Completes Sale of Certain Assets to Aurora Trailer
WABASH NAT'L: Fleet Capital Provides Asset-Based Credit Facility
WESTPOINT STEVENS: 11 Company Officers Seek Defense Cost Funding

WHEELING PITTSBURGH: Breaks Ground for Ohio Electric-Arc Furnace
WHEELING-PITTSBURGH: Court OKs BOC Group Gas Dispute Settlement
WILMINGTON REXFORD: Hires Beckstead and Watts as New Accountants
WOMEN FIRST HEALTHCARE: Enters into Pact with Target Software
WORKBENCH FURNITURE: Hires DJM to Market All Store Locations

WORLDCOM INC: NLPC Says Momentum Building in States vs. Worldcom
ZIFF DAVIS: Appoints Martha Schwartz VP Custom/Conference Group

* Large Companies with Insolvent Balance Sheets

                          *********

ABRAXAS PETROLEUM: Appoints Barry Galt & Harold Carter to Board
---------------------------------------------------------------
Abraxas Petroleum Corporation (AMEX:ABP) announces the appointment
of Barry J. Galt and Harold D. Carter as members of the Company's
Board of Directors.

Barry J. Galt was Chairman and Chief Executive Officer of Seagull
Energy Corporation, a diversified exploration and production
company located in Houston, Texas, from 1983 until his retirement
at the end of 1998. He continued to serve as a member of the Board
of Directors of Ocean Energy Inc., successor to Seagull Energy,
until its acquisition by Devon Energy Corp. in April 2003. Prior
to his employment by Seagull Energy, Galt served as President and
Chief Operating Officer of The Williams Companies in Tulsa, Okla.
Galt serves on the Boards of Directors of various other companies
including Trinity Industries Inc. located in Dallas, Texas, since
1988, StanCorp Financial Group Inc. located in Portland, Ore.,
since 1988, and Dynegy Inc. located in Houston, Texas, since
September 2002. Galt has a B.A. in Accounting from the University
of Oklahoma and a law degree from the University of Oklahoma
College of Law.

Harold D. Carter has served as a director and advisory director of
the Company since May 1996. Carter has more than 30 years
experience in the oil and gas industry and has been an independent
consultant since 1990. Prior to consulting, Carter served as
Executive Vice President of Pacific Enterprises Oil Company (USA).
Before that, Carter was associated for 20 years with Sabine
Corporation, ultimately serving as President and Chief Operating
Officer from 1986 and 1989. Carter is a director of Brigham
Exploration Company (Nasdaq:BEXP) and Energy Partners Ltd.
(NYSE:EPL). Carter has a B.B.A. in Petroleum Land Management from
the University of Texas and has completed the Program for
Management Development at the Harvard University Business School.

Abraxas Petroleum Corporation is a San Antonio-based crude oil and
natural gas exploitation and production company. The Company
operates in Texas, Wyoming and western Canada.

                         *     *     *

As reported in Troubled Company Reporter's August 4, 2003 edition,
Abraxas Petroleum Corporation has incurred net losses in five of
the last six years, and there can be no assurance that  operating
income and net earnings will be achieved in future periods.

Revenues, profitability and future rate of growth are
substantially dependent upon prevailing  prices for crude oil and
natural gas and the volumes of crude oil, natural gas and natural
gas liquids produced by Abraxas. During 2002, crude oil and
natural gas prices began to increase from 2001 levels and
increased further in the first quarter of 2003. In addition,
because the Company's proved reserves will  decline as crude oil,
natural gas and natural gas liquids are produced, unless Abraxas
acquires additional properties  containing proved reserves or
conducts successful exploration and development activities, its
reserves and production will decrease.  Its ability to acquire or
find additional reserves in the near future will be dependent, in
part, upon the  amount of available funds for acquisition,
exploitation, exploration and development projects. In order to
provide Abraxas with liquidity and capital resources, the Company
has sold certain of its producing properties.  However, its
production levels have declined as it has been unable to replace
the production represented by the properties sold with new
production from the producing properties Abraxas has invested in
with the proceeds of the property sales.  In addition,  under the
terms of its new senior credit agreement and its new notes, the
Company is subject to limitations on capital expenditures. As a
result, Abraxas will be limited in its ability to replace existing
production with new production and might suffer a decrease in the
volume of crude oil and natural gas it produces. If crude oil and
natural gas prices return to depressed levels or if Abraxas
production levels continue to decrease, the Company's revenues,
cash flow from operations and financial condition will be
materially adversely affected.

                 Liquidity and Capital Resources

At March 31, 2003, Abraxas' current liabilities of approximately
$12.9 million exceeded the Company's current assets of $11.0
million resulting in a working capital deficit of $1.9 million.
This compares to a working capital deficit of  approximately $65.7
million at December 31, 2002. However, as a result of the
financial restructuring completed in January 2003, Abraxas'
current liabilities were significantly reduced. Current
liabilities at March 31, 2003 consisted of trade payables of $5.2
million, revenues due third parties of $2.5 million and accrued
interest of $2.5 million related to the new notes, which was paid
in kind May 1 with the issuance of additional notes. After giving
effect to the scheduled principal reductions required during 2003
under its new senior credit agreement Abraxas will have cash
interest expense of approximately $4.0 million.  The Company does
not expect to make cash interest payments with respect to the
outstanding new notes, and the issuance of additional new notes in
lieu of cash interest payments thereon will not affect its working
capital balance.


ACCRUE SOFTWARE: Closes Sale of All Assets to Datanautics Inc.
--------------------------------------------------------------
Accrue Software, Inc. (Other OTC:ACRUQ.PK) has completed the
anticipated sale of substantially all of its assets to
Datanautics, Inc., a newly formed company financed by
institutional investors, following the approval of the such sale
by U.S. Bankruptcy Court for the Northern District of California
in Oakland, California.

The purchase price consisted of cash, cancellation of indebtedness
owed to Datanautics and Datanautics convertible promissory notes
to be issued to certain secured creditors of Accrue. In connection
with the purchase of the Accrue assets, Datanautics will assume
certain Accrue liabilities, including Accrue customer obligations.
Accrue intends to file a Chapter 7 liquidating plan with the Court
and to seek to close its Chapter 11 case.


ACCRUE SOFTWARE: Datanautics Begins Ops. After Acquiring Assets
---------------------------------------------------------------
Datanautics, a new private company formed and financed by
institutional investors, has commenced operations after purchasing
the assets of Accrue Software, Inc., which is seeking relief under
the U.S. Bankruptcy Code.

As a result, the existing Accrue management team, employee force
and intellectual property are now part of Datanautics.

"As a result of the transaction, we are delighted to assume
responsibility for all customer relationships and obligations,
intellectual property and the employee force--all of which has
been transferred seamlessly to Datanautics. All existing customer
relationships not only will be honored, we now can combine
sufficient new financing from one of the world's largest venture
capital funds with market-proven analytic technology relied on by
many of the world's leading internet marketers for understanding,
predicting and responding to their customers' buying behaviors,"
said P. K. Karnik, Datanautics' president and chief executive
officer. He added, "We are particularly grateful for the support
and encouragement we have received from our clients, many of which
are world renowned names in commerce, financial services and media
& entertainment. Now we are in a position to continue our R&D
program which will take our industry leading solutions to the next
generation."

Datanautics' products are the result of 7 years of R&D and are
designed to enable companies to increase the effectiveness of
their Internet marketing and merchandising initiatives, better
manage customer interactions across multiple channels, and
streamline business operations. The solutions transform volumes of
complex Internet data into actionable information that executives
and managers use to drive key business decisions and improve the
return on their Internet investment. Customers include industry
leaders such as Citicorp, Eastman Kodak, Lands' End, Macy's, Lycos
Europe and Deutsche Telecom.

Datanautics is headquartered in Fremont, California and has
international presence in the United Kingdom and Germany. The
company can be reached at 510/580-4500.


ADELPHIA BUSINESS: Files 1st Amended Plan & Disclosure Statement
----------------------------------------------------------------
The Adelphia Business Solutions Debtors presented their First
Amended Plan and Disclosure Statement to the Court on
September 23, 2003.  According to Ed Babcock, Chief Finance
Officer of Adelphia Business Solutions, Inc., the First Amended
Plan reflects these changes:

A. Class 5 Claim -- ACC DIP Claims

   The Class 5 Claims will receive no distribution under the
   Plan.  The claim holders under this Class are deemed to
   reject the Plan.

B. Board of Directors

   The initial Board of Directors of Reorganized ABIZ will
   consist of seven members.  Four members will be selected by
   the Secured Noteholders' Committee while the other three will
   be selected by the Creditors' Committee, one of which will be
   Robert Guth -- the Debtors' Chief Executive Officer --
   provided that Mr. Guth is employed at the time by the
   Reorganized ABIZ.  If Mr. Guth is not so employed, the other
   members of the Board of Directors will designate another
   person to be a member.  Each member of the Initial Board of
   Directors will serve on the Board for two years.  The
   Chairman of the Board of Directors will not be an executive
   of the Debtors.

C. Senior Management

   Reorganized ABIZ's senior management will consist of:

   (a) Mr. Guth as Chief Executive Officer,

   (b) Mr. Babcock as Chief Finance Officer, and

   (c) John B. Glicksman as General Counsel.

   Terms of employment will be provided in the Plan Supplement,
   which will be filed with the Bankruptcy Court no later than
   10 days prior to the Confirmation Hearing.

D. Special Board Committee

   On the Effective Date, a member of the Board of Directors,
   selected by the Creditors' Committee, and Mr. Guth, will be
   appointed to a Special Board Committee.  The Special Board
   Committee's responsibilities will consist of overseeing and
   reporting to the Board of Directors with respect to matters
   affecting distribution to holders of Claims under the Plan.

E. Management Incentive Plan

   At the Effective Date, the Reorganized ABIZ will implement a
   Management Incentive Plan, pursuant to which the Reorganized
   ABIZ will issue New Management Warrants exercisable into
   shares of New Common Stock. (Adelphia Bankruptcy News, Issue
   No. 41; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ADELPHIA COMMS: Wants Additional Time to Move Actions to SDNY
-------------------------------------------------------------
To recall, the Adelphia Communications Debtors were parties to
more than 400 civil state court actions or proceedings as of the
Petition Date.

Since the Petition Date, the Debtors have been called upon to
respond to myriad and complex issues related to these Chapter 11
cases.  Notwithstanding many competing demands, the Debtors began
the process of determining whether removal is appropriate with
respect to the State Court Actions.  However, the Debtors need
more time to continue this review process.

Accordingly, the Debtors ask the Court to extend the time to
remove pending prepetition civil actions to the later of:

   (a) March 22, 2004, or

   (b) 30 days after entry of an order terminating the automatic
       stay with respect to the particular action sought to be
       removed.  

According to Shelley C. Chapman, Esq., at Willkie Farr &
Gallagher, LLP, in New York, the extension of the removal period
will enable the Debtors to make fully informed decisions
concerning the removal of State Court Actions without prematurely
waiving the automatic stay.  

Ms. Chapman assures the Court that the rights of the Debtors'
adversaries be not prejudiced by the extension.  Any party to a
State Court Action that is removed may seek to have it remanded
to the State Court. (Adelphia Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


AIR CANADA: Picks 2 Investors for Final Phase of Equity Process
---------------------------------------------------------------
Air Canada has selected two qualified investors to move to the
final phase of the equity sponsorship solicitation process to
assist in funding its emergence from court protection under the
Companies' Creditors Arrangement Act (CCAA) and to provide the
necessary liquidity to execute its business plan.

The airline will enter into detailed negotiations with Cerberus
Capital Management, L.P., a New York based asset management firm
with Canadian interests, and a company controlled by Mr. Victor
T.K. Li, a Canadian citizen with substantial global business
interests, based upon their proposed Letters of Intent. Both
proposals address Air Canada's minimum CAD$700 million target of
new equity and each also contemplates co-investment by creditors
through a rights offering which would increase total proceeds to
CAD$1 billion.

"The positive outcome of this process is powerful testimony to our
restructuring efforts to date and the true potential of this
airline," said Robert Milton, Chief Executive Officer of Air
Canada. "Our ability to attract significant interest from some of
the most well-capitalized and sophisticated investors in the
global financial community today is an important vote of
confidence in Air Canada's business plan going forward and the
value of the Air Canada franchise. All participants, including
those who were not short-listed, demonstrated high levels of co-
operation and diligence in understanding our timing and other
requirements. In particular, all proposals recognized our
requirement for a sizeable rights offering for unsecured creditors
to improve their recovery potential. Ultimately we determined that
the proposals submitted by Cerberus and Mr. Li were the most
closely aligned to Air Canada's requirements for a successful
emergence from CCAA and the execution of its business plan going
forward," he said.

Both proposals have been structured taking into account the
Canadian ownership requirements governing Air Canada and do not
require any change of legislation for implementation.

                              Cerberus

Cerberus is a New York based asset management firm which, together
with its affiliates, manages in excess of USD$10 billion of
unleveraged capital. This capital is invested in holdings in the
United States,Canada, Europe and Asia. Cerberus owns a controlling
interest in over 40 companies in a diverse array of businesses
around the world. In Canada, Cerberus holds a controlling interest
in Teleglobe Canada. Cerberus is advised by Ogilvy Renault,
including its senior partner the Rt. Honourable Brian Mulroney,
P.C., C.C., LL.D., and its financial advisor is Lazard. The
investment will be made from the various Cerberus funds and is not
subject to financing conditions.

                            Victor T.K. Li

Mr. Victor T.K. Li, a Canadian citizen, is the Deputy Chairman of
Cheung Kong (Holdings) Limited. Mr. Li and his family hold
controlling interests in Cheung Kong as well as such other widely
held companies as Hutchison Whampoa Limited, Hongkong Electric
Holdings Limited and Husky Energy Inc. of Calgary. The Cheung Kong
Group's businesses encompass such diverse areas as property
development and investment, real estate agency and estate
management, hotels, telecommunications and e-commerce, finance and
investment, retail and manufacturing, ports and related services,
energy, infrastructure projects and materials, media, and
biotechnology. The Cheung Kong Group combined ranks among the top
100 corporations in the world, with businesses in close to 40
countries and over 165,000 employees. The investment will be
funded from Mr. Li's personal financial resources and may include
investment from other family investments and foundations and is
not subject to financing conditions.

                         The Equity Process

On July 16, 2003, Air Canada announced the start of an equity
solicitation process, facilitated by its financial advisor,
Seabury Securities LLC of New York and overseen by the Court-
Appointed Monitor, Ernst & Young, Inc. More than a dozen
confidentiality and trading restriction agreements were executed
with potential investors interested in participating in the
process and several LOIs were submitted.

The LOIs submitted followed extensive due diligence and were
responsive to the requirements and targets that the Company had
set, and lent themselves to a constructive process and to
completion in accordance with the business plan that was shared
during the due diligence process. All of the LOIs submitted
expressed support for the strategic direction contained in
management's business plan, including the radical changes
contemplated to its business model and fleet. The decision to
select the two proposals for the final stage was as a result of
the higher enterprise and equity values implicit in the proposals
and the terms and conditions relating to what could be viewed as
completion risk. Moreover, each of these two groups would provide
significant added value to Air Canada in terms of strategic
guidance and potential assistance in accessing additional capital
for future capital expenditure and acceleration of implementation
of the Company's business plan.

               Unsecured Creditors and Rights Offering

Both proposals contemplate that concurrent with closing of a
bidder's equity investment, rights will be offered to all
creditors of Air Canada and its subsidiaries who are under CCAA
protection to acquire new shares of Air Canada on the same
economic terms as the bidder. The proposals contemplate that a
significant portion of the rights will be underwritten by the
investor together with such other underwriters and standby
purchasers as the Company and the bidder selected as Equity Plan
Sponsor may determine. The amount to be made available under the
proposed Rights Offering exceeds CAD$350 million. The intention
under both proposals is for the rights to trade in the public
markets.

Consistent with the potential prejudice that would occur for an
unsuccessful finalist, Air Canada has agreed to reimburse each of
the short-listed potential sponsors for costs related to
negotiating and finalizing definitive documentation from the
present time forward. In addition, the selected bidder, upon
execution of the definitive investment agreement, would become
entitled to customary fees.

               Pro Forma Ownership for Stakeholders

Based on the proposals, unsecured creditors including bondholders
and other financial institutions, with total estimated claims in
the range of CAD$8-10 billion, subject to the results of the court
supervised claims process, will receive an estimated 40 to 65 per
cent of fully-diluted equity, depending upon the total size of the
equity raised and the extent to which unsecured creditors take up
the Rights Offering. The proposals contemplate that shareholders
of the Company will receive minimal, if any, consideration for
their shares.

                              Aeroplan

Neither proposal contemplates a separate investment in Aeroplan at
this time, although both proposals accept the separation of
Aeroplan as an independent legal entity and the pursuit of private
equity, capital markets or other transactional opportunities over
the short to medium term.

                       Conditions of Closing

The proposals contemplate a number of conditions precedent to the
closing of the investment including confirmatory due diligence,
satisfaction with the Company's final restructuring plan filed
with the Court and obtaining the necessary approvals.

             Process To Conclude Definitive Agreement

Air Canada will work actively with the two finalists selected to
assist them with their remaining due diligence requirements and
will engage the Unsecured Creditors Committee to participate in
the process going forward. The Company expects to complete the
final selection of the Equity Plan Sponsor and the execution of a
definitive investment agreement by the end of October 2003.

Air Canada is proceeding with other components of its
restructuring concurrent with the final stage of the equity
sponsorship process and will continue to report progress from time
to time.


AIRTRAN AIRWAYS: Prices Public Offering of 8.6 Million Shares
-------------------------------------------------------------
AirTran Holdings, Inc., (NYSE:AAI) the parent company of AirTran
Airways, announced the pricing of its previously-announced public
offering of 8,650,000 shares of its common stock at $16.00 per
share. AirTran Holdings expects net proceeds from the offering to
be approximately $131.8 million.

The underwriters have the option to purchase up to an additional
1,297,500 shares of common stock from AirTran Holdings to cover
over-allotments, if any. AirTran Holdings intends to use the net
proceeds from the offering to:

-- redeem $35 million of its 11.27% senior secured notes,
   currently held by Boeing Capital Loan Corporation; and

-- purchase from Boeing Capital warrants currently held by it to
   purchase 1,000,000 shares of AirTran Holdings' common stock for
   a purchase price of approximately $11.5 million, based upon the
   public offering price less the exercise price of the warrants.

AirTran Holdings intends to use the remainder of the proceeds from
the offering for working capital and other capital expenditures,
including capital expenditures relating to aircraft purchases.

Morgan Stanley is the sole bookrunning manager on this
transaction, with Raymond James and Associates, Inc., and Blaylock
and Partners, L.P., acting as co-managers.

AirTran Airways (S&P, B- Corporate Credit Rating, Negative) is one
of America's largest low-fare airlines - employing more than 5,600
professional Crew Members and operating 492 flights a day to 44
destinations. The airline's hub is at Hartsfield Atlanta
International Airport, the world's busiest airport by passenger
volume, where it is the second largest carrier operating 189
flights per day. AirTran Airways, a subsidiary of AirTran Holdings
(NYSE:AAI), is the world's largest operator of the Boeing 717 and
has the youngest all-Boeing fleet of any airline. In 2004, the
airline expects to begin taking delivery of new Boeing 737-700s.


ALESTRA: Extends Solicitation of Acceptances to Prepackaged Plan
----------------------------------------------------------------
Alestra, S. de R.L. de C.V. announces an extension of its pending
cash tender offers, exchange offers and consent solicitation for
all of its outstanding principal amount of its 12-1/8% Senior
Notes due 2006 and 12-5/8% Senior Notes due 2009 and its
solicitation of acceptance to a U.S. prepackaged plan of
reorganization.

Alestra is extending the expiration date for the offers and the
solicitation of acceptances to the U.S. prepackaged bankruptcy to
11:59 p.m. on October 9, 2003, ten business days from, and
including, the date of this press release, unless further extended
by Alestra.

If the offers are consummated, the new senior notes will be issued
and all cash payments will be paid pursuant to the offers no
earlier than the third business day following the expiration date,
or as soon as practicable thereafter. Until, but not including,
October 9, 2003, Alestra is also granting withdrawal rights to
holders of its existing senior notes who have previously tendered
their existing senior notes in the offers and to those holders of
its existing senior notes who on or subsequent to the date of this
press release tender their existing senior notes in the offers.
Holders of Alestra's existing senior notes already have the right
to withdraw or modify their ballot for the U.S. prepackaged plan
at any point prior to the commencement of the U.S. bankruptcy
case. As of the date of this press release, approximately $21
million principal amount of its outstanding 12-1/8% Senior Notes
due 2006 have been tendered in the offers and approximately $18
million principal amount of its outstanding 12-5/8% Senior Notes
due 2009 have been tendered in the offers.

Alestra is also in the process of distributing a prospectus
supplement to its prospectus dated August 21, 2003 that provides
an update regarding a legal action brought against it, its equity
holders and the indenture trustee on September 22, 2003 in the
United States District Court for the Southern District of New York
by a holder of Alestra's existing senior notes. The complaint
seeks damages and to enjoin Alestra from consummating its exchange
offers and consent solicitations. Alestra believes that there is
no merit to any of the claims in the complaint and it intends to
contest vigorously the action and continue to pursue the
consummation of the offers and the solicitation of acceptances to
the U.S. prepackaged plan of reorganization. The hearing date for
the request for a preliminary injunction has been set for October
10, 2003.

Alestra filed a copy of its prospectus supplement and prospectus
today with the SEC pursuant to Rule 424(b) of the Securities Act
of 1933 and will file a form 6-K with the United States Securities
and Exchange Commission that will contain this press release and a
copy of the complaint brought by the holder of Alestra's existing
senior notes.

This announcement and the cash tender offers, exchange offers, the
consent solicitation and the solicitation of acceptances to a U.S.
prepackaged plan of reorganization which are the subject hereof
are not being made in any jurisdiction in which, or to any person
to whom, it is unlawful to make such announcement and /or cash
tender offers, exchange offers, consent solicitation or
solicitation of acceptances to a U.S. prepackaged plan of
reorganization under applicable securities laws.

This announcement shall not under any circumstances create any
implication that the information contained herein is correct as of
any time subsequent to the date hereof, or that there has been no
change in the information set forth herein or in the affairs of
Alestra or any of its affiliates since the date hereof. No
indications of interest in the offers or votes on the U.S.
prepackaged plan are sought by this press release.

Copies of the prospectus supplement and the prospectus are being
mailed to holders of record of the existing senior notes. Holders
may also obtain copies of the materials by calling the Information
Agent, D.F. King at (212) 269-5550.

Any questions regarding the cash tender offers, exchange offers,
the consent solicitations and the solicitation of acceptances to a
U.S. prepackaged plan of reorganization may be addressed to Morgan
Stanley as dealer manager for this transaction at the following
number:

          Simon Morgan 1-212-761-2219
          Heather Hammond 1-212-761-1893


AMERICA WEST AIRLINES: Seminole Group Reports 5.8% Equity Stake
---------------------------------------------------------------
This statement relates to securities held by the Seminole group of
private investment funds, consisting of (i) two private investment
partnerships, (ii) an offshore investment fund, and (iii) two
institutional managed accounts.

Messrs. Paul C. Shiverick and Michael G. Messner, in their
capacities as (i) principals of Seminole Capital Management Co.,
Inc., which acts as investment manager to the Fund and the Managed
Accounts, and (ii) general partners to the Partnerships
beneficially own 1,899,300 share of the Class B common stock of
America West Airlines. The principal business address of the
Seminole Funds is 150 East 52nd Street, 29th Fl., New York, NY
10022.

Beneficially ownership is shared (i) directly (in the aggregate)
by the Offshore Fund, the Managed Accounts, and the Partnerships,
none of which individually beneficially own more than 5% of the
class; and (ii) indirectly by Messrs. Shiverick and Messner, who,
as principals of Seminole Capital Management Co., Inc. and general
partners of the Partnerships, share the power to direct the vote
or disposition of such securities.  The aggregate amount of common
stock held represents 5.8% of the outstanding common stock of
America West Airlines.

The Partnerships, the Offshore Fund, and the Managed Accounts have
the right to receive dividends from, and the proceeds of, the sale
of the subject securities owned. None of such parties owns
beneficially more than 5% of the class.

Founded in 1983 and proudly celebrating its 20-year anniversary in
2003, America West Airlines is the nation's second largest low-
fare airline and the only carrier formed since deregulation to
achieve major airline status. Today, America West serves 92
destinations in the U.S., Canada and Mexico.

As reported in Troubled Company Reporter's July 30, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
America West Airlines Inc.'s $75 million 7.25% senior exchangeable
notes due 2023, offered under Rule 144A with registration rights.
The notes are guaranteed by America West Airlines' parent, America
West Holdings Corp. (both rated B-/Negative/-).

America West Holdings' major subsidiary is America West Airlines
Inc., the eighth-largest airline in the U.S, with hubs located at
Phoenix and Las Vegas. America West benefits from a low cost
structure, among the lowest in the industry. However, it competes
at Phoenix and Las Vegas against Southwest Airlines Co., the other
major low-cost, low-fare, operator in the industry and financially
the strongest. As a result, due to the competition from Southwest,
as well as America West's reliance on lower-fare leisure
travelers, its revenues per available seat mile also tend to be
among the lowest in the industry. In addition, America West
Holdings owns the Leisure Co., one of the nation's largest tour
packagers.


AMERICAN MARKETING: Has Until October 17 to File Schedules
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
gave American Marketing Industries, Inc., an extension to file its
schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtor has until
October 17, 2003, to file these required documents.

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.


ANC RENTAL: Wants to Continue Cash Collateral Use Until Nov. 28
---------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates seek the Court's
authority to continue using the cash collateral until the earlier
of November 28, 2003 or the closing of the sale of substantially
all of their assets to Cerberus Capital Management LP, on the same
terms and conditions as set forth in the Current Cash Collateral
Order.

The Debtors need the Cash Collateral to continue operating their
businesses and to fund their Chapter 11 cases.

The Debtors provide the Court their cash projections through
November 30, 2003:

                      ANC Rental Corporation
                         Cash Projection
                      For the 9-Week Period
           Ending October 5, 2003 until November 30, 2003
                         (in thousands)

       Beginning Balance                             $4,153

       Operating Receipts Per Bank
          Credit Card                               288,827
          A/R Receipts                               61,720
          Other                                      37,600
                                                   --------
          Total Receipts                            388,147

       Operating Disbursements:
          Fleet Operating                            21,241
          Personnel                                  66,640
          Travel, Meals Entertainment                 1,001
          Fuel                                        8,231
          Airport Concession                         24,124
          Auto Liability                             15,692
          Other Insurance                             3,880
          Facility Fixed                             34,218
          Other                                           -
          TA/TO Commissions                          11,382
          Advertising                                 8,988
          IT Consulting                              12,482
          IT Other                                    1,656
          Car Rental/Sales Tax                       33,586
          Professional Fees                           2,334
          Other Misc.                                 2,281
          Bonding - Liberty Payments                  8,000
          Liability Insurance Program                 2,535
                                                   --------
       Total Operating Disbursements                258,272

          Secured Lenders Payments                        -
          Professional Fees Bankruptcy                3,274
          Capital Expenditure Total                   1,967
          Interests and Financing Fees                5,499
          Fleet Financing& Lease Payments           160,882
          Manufacturer Incentives                   (12,821)
          Recovery from Wholesales                   (3,093)
          PDI and Warranty                           (4,659)
          Fleet Purchases & Enhancement                  --
                                                   --------
       Total Cash Disbursements                     109,322
       Potential Funding for Europe & Canada              -
                                                   --------
       Total Disbursements                          409,322

       Net Receipts (Disbursements)                ($21,175)
                                                   --------
       Ending Book Cash Balance                    ($17,022)
                                                   ========

Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington, Delaware,
asserts that the Debtors' failure to continue using the Cash
Collateral would seriously undermine their reorganization efforts
and would be disastrous to their creditors, equity holders and
employees.  The Debtors need the Cash Collateral to fund the
payment of all operating expenses, including postpetition costs
relating to, inter alia, the maintenance of the various vehicles
used by the Debtors and the payment of rent, taxes, utilities,
salaries and wages, employee benefits and necessary capital
expenditures.  In addition, the Debtors need the Cash Collateral
to pay certain administrative obligations during the pendency of
their Chapter 11 cases.  The Debtors also need the Cash
Collateral to finance and purchase rented automobiles.

In the ordinary course of the Debtors' business, the Debtors may,
from time to time, provide liquidity to certain of their non-
debtor foreign subsidiaries on an "as needed" basis to cover
working capital shortfalls at certain times of the year.  These
foreign subsidiaries represent important assets of the Debtors
and are critical to the Debtors' ability to provide their
customers with complete service.  Mr. Packel maintains that the
use of the Cash Collateral to continue this practice, in the
ordinary course, would enable the Debtors to maintain and
preserve the substantial value that these foreign subsidiaries
bring to them.

Mr. Packel assures the Court that the use of cash does not
diminish the value of the collateral held by the secured
creditors.

Mr. Packel relates that pursuant to the Court's Orders
authorizing the Debtors to continue using their existing Cash
Management System, the Debtors currently use a centralized cash
management system which provides for a comprehensive set of
internal controls governing the receipt and disbursement of funds
within the cash management system and which govern intercompany
debts.  Specifically, pursuant to the Debtors' cash management
system, all of the cash of ANC and its debtor-subsidiaries are
consolidated in a central account maintained by ANC Financial LP
on deposit with Bank of America, and in an investment account in
Provident Account and Bank of America Account.  In addition, each
operating subsidiary has its own master account in which funds
are automatically transferred to and from ANC Financial.  Because
the Debtors' revenues are primarily generated from car rentals,
the Debtors' primary source of cash receipts is from credit cards
-- 80% credit card and 20% cash and checks. (ANC Rental Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


AQUILA INC: Fails to Reach Asset Sale Agreement with Noteholders
----------------------------------------------------------------
Aquila, Inc., FirstEnergy Corp., and Scottish and Southern Energy
plc and representatives of the ad hoc committee representing
certain holders of the GBP360 million variable coupon bonds due
2006, the US$250 million 7.05% notes due 2007 and the US$250
million 6.46% notes due 2008 issued by Avon Energy Partners
Holdings have been unable to agree on a purchase price for the
Bonds. Accordingly, discussions with the Committee have been
terminated.

It is a condition to the sale of Aquila Sterling Limited and its
subsidiaries, including AEPH and Midlands Electricity plc, by
Aquila Sterling Holdings LLC, which is indirectly owned by Aquila
and FirstEnergy, to SSE Power Distribution Limited, a subsidiary
of SSE, that the Bonds be purchased at a price equal to 86% of
their par value plus accrued interest. In light of the failure to
reach agreement with the Committee, Aquila, FirstEnergy, SSE and
their respective subsidiaries have initiated steps to terminate
the sale and purchase agreement with respect to the sale of Aquila
Sterling Limited.

Based in Kansas City, Mo., Aquila (S&P, B+ Credit Facility Rating,
Negative) operates electricity and natural gas distribution
networks serving customers in Missouri, Kansas, Iowa, Minnesota,
Colorado, Michigan and Nebraska, as well as in Canada and the
United Kingdom. The company also owns and operates power
generation assets. More information is available at
http://www.aquila.com


AQUILA: Terminates Pact to Sell Interest in Midlands Electricity
----------------------------------------------------------------
Aquila, Inc. (NYSE:ILA) has initiated steps to terminate the
agreement to sell its 79.9% interest in Aquila Sterling Limited,
the owner of Midlands Electricity plc, to a subsidiary of Scottish
and Southern Energy plc (LSE:SSE).

The agreement amongst Aquila, Inc., FirstEnergy Corp. (NYSE:FE)
and Scottish and Southern Energy plc, announced on May 22, 2003,
called for a subsidiary of Scottish and Southern Energy plc to
purchase Aquila Sterling Limited from Aquila, Inc. and FirstEnergy
Corp. The sale was subject to a number of conditions including the
successful redemption of outstanding bonds issued by Avon Energy
Partners Holdings, an Aquila Sterling Holdings subsidiary, at 86
percent of their nominal value plus all accrued interest. The
collective efforts to meet this bond redemption condition were
unsuccessful and, therefore, all three parties have agreed to
initiate steps to terminate the sales and purchase agreement.

"We are very confident with this business, and we are comfortable
with this outcome," said Keith Stamm, Aquila's chief operating
officer. "We will now continue to work with the management and
employees of Midlands to maximize the value of the business in the
best interest of our customers and shareholders."

Aquila Sterling is held by a joint venture company that is owned
79.9 percent by Aquila and 20.1 percent by FirstEnergy. Midlands
is the fourth largest electricity distribution utility in the
United Kingdom, serving 2.4 million network customers through a
38,000-mile distribution network. Midlands also owns interests in
a combined 884 megawatts of net generation capacity in the United
Kingdom, Turkey and Pakistan.

Based in Kansas City, Mo., Aquila (S&P, B+ Credit Facility Rating,
Negative) operates electricity and natural gas distribution
networks serving customers in Missouri, Kansas, Iowa, Minnesota,
Colorado, Michigan and Nebraska, as well as in Canada and the
United Kingdom. The company also owns and operates power
generation assets. More information is available at
http://www.aquila.com


ARMSTRONG: AWI Plan Voting Deadline Extended Until October 17
-------------------------------------------------------------
Armstrong World Industries, Inc. obtained Judge Newsome's approval
to accede to the request of the Official Committee of Unsecured
Creditors to extend the deadline for the receipt of ballots
approving or rejecting the Fourth Amended Plan of Reorganization
to and including October 17, 2003. (Armstrong Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


AVON PRODUCTS: Begins Construction of $40-Mill. Plant in Russia
---------------------------------------------------------------
Avon Products, Inc. (NYSE: AVP) is starting construction of a $40
million manufacturing facility near Narofominsk in the Moscow
region to support the rapid growth of the company's beauty
business in Russia.

The 250,000 square-foot plant will employ more than 800 workers
and produce 185 million units of cosmetics products, including
creams, lotions, mascara, roll-on deodorants and fragrance
colognes.  The plant is expected to begin operations in mid-2004.

Products manufactured at the new plant will be sold in Russia
through the country's 194,000 independent sales Representatives,
as well as in Avon's markets in the Ukraine and Kazakhstan.

"Russia is one of Avon's fastest growing markets, and the new
manufacturing facility will enable us to meet the rapidly
escalating demand from the nation's vast population of
sophisticated beauty consumers," said Susan J. Kropf, Avon's
president and chief operating officer.  "The facility also will
leverage the cost and efficiency benefits of a more localized
supply chain, and help strengthen our competitive advantage in
this high potential market."

Avon began direct selling in Russia in 1995 in the Moscow region,
and since then, operations have expanded throughout European
Russia, Ural and Western Siberia.  The company's sales in Russia
in 2002 were $142 million, up from $22 million in 1999.  The
company has stated previously that it expects sales to increase to
$500 million in 2007.

Avon -- whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $113 million -- is the
world's leading direct seller of beauty and related products, with
$6.2 billion in annual revenues.  Avon markets to women in 143
countries through 3.9 million independent sales Representatives.
Avon product lines include such recognizable brands as Avon Color,
Anew, Skin-So-Soft, Advance Techniques Hair Care, beComing, and
Avon Wellness.  Avon also markets anextensive line of fashion
jewelry and apparel.  More information about Avon and its products
can be found on the company's Web site http://www.avon.com


BALDWIN TECHNOLOGY: Reports Improved Fourth-Quarter Performance
---------------------------------------------------------------
Baldwin Technology Company, Inc. (ASE:BLD) announced that net
sales for the fourth quarter ended June 30, 2003 were $35,055,000
compared to $30,532,000 for the fourth quarter in the prior year,
representing a 14.8% increase. Orders for the quarter ended June
30, 2003 were $34,900,000 compared to $34,600,000 for the quarter
ended June 30, 2002. Backlog at June 30, 2003 was $49,700,000, up
from $48,700,000 at June 30, 2002. For comparison purposes, all
order and backlog amounts have been adjusted to reflect the
disposition of the inserter business in October of 2002. The
Company attained a positive operating cash flow for the fourth
quarter ended June 30, 2003 of approximately $1,400,000.

The net loss for Baldwin's fiscal fourth quarter ended June 30,
2003 narrowed to $4,506,000, compared to a loss of $16,065,000 for
the same quarter in the prior fiscal year. Results for the fourth
quarter ended June 30, 2003 were negatively impacted by certain
one-time charges, including the establishment of a $1,300,000
reserve for the settlement of a customer dispute related to a
business unit that was divested in fiscal 2000, and additional
expenses of $1,400,000 associated with the Company's pursuit of
various financing and other strategic alternatives. The customer
settlement requires Baldwin to provide product in lieu of cash
over two years, and the amount of the charge principally
represents the estimated market value of these products.

Vijay Tharani, Vice President and CFO commented: "While we are
disappointed with our results for the fiscal year, we are pleased
with the progress we have made on our restructuring initiatives
and our refinancing efforts. Our fourth quarter results have
started to reflect the benefits of our actions, with improved
gross margins and lower operating expenses. Based on our current
backlog of about $54,500,000, plus our ongoing order rates, we
anticipate that sales for the first half of Fiscal 2004 will be in
the $68,000,000 to $69,000,000 range, and we expect the Company to
be profitable on an operating basis."

Gerald Nathe, Chairman, President and CEO added: "As previously
reported, throughout Fiscal 2003, Baldwin focused its attention on
supporting its customers, on consolidating its operations, on
reducing its operating expenses, and on seeking alternative
financing to its existing lenders. Now, as we start Fiscal 2004,
Baldwin is in the process of concluding multi-year agreements with
several major OEM press manufacturers, which provide for the
Company to deliver product to the OEMs either on an exclusive
basis or as a preferred supplier. Simultaneously, we are
aggressively pursuing direct sales with printers and publishers,
while further upgrading the level of our service and parts
support. As a result of these activities, we expect an improved
Company performance in Fiscal 2004."

Baldwin Technology Company, Inc. is a leading international
manufacturer of controls and accessories for the printing
industry.

                         *    *    *

As previously reported, the Company has experienced operating
losses, negative cash flows and debt covenant violations over the
past two fiscal years. As more fully discussed in these notes to
the consolidated financial statements, the Company has embarked on
restructuring plans and undertaken other actions aimed at
improving the Company's competitiveness, operating results and
cash flow. These actions have included the sale of certain non-
core operating units, the consolidation of manufacturing
facilities and headcount reductions reflecting weak market
conditions. As a result of these actions, combined with the
renegotiation of certain of the Company's debt obligations,
management believes that the Company's cash flows from operations,
along with available bank lines of credit and alternative sources
of borrowing are sufficient to finance its working capital and
other capital requirements for the near and long-term future.
Management further believes that alternative sources of financing
are available to finance the existing facilities beyond July 1,
2003, which the Company is currently pursuing. The Company did not
meet a minimum operating income covenant or a tangible net worth
covenant for the quarter ended March 31, 2003; accordingly,
amounts outstanding under certain loan obligations have become
payable on demand. The Banks have granted a waiver of these
covenant violations for the quarter ended March 31, 2003. If the
Company does not obtain alternative financing prior to the July 1,
2003 maturity date, management will be required to take additional
actions. These actions may include reducing operating expenses or
selling assets in an effort to meet liquidity needs. There can be
no assurances, however, that such actions will be sufficient to
meet liquidity needs in the event a demand for immediate payment
is made by the lenders.

The Company's unaudited consolidated financial statements include
the accounts of Baldwin and its subsidiaries and have been
prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial
information and in compliance with the rules and regulations of
the Securities and Exchange Commission. Accordingly, they do not
include all of the information and footnotes required by
accounting principles generally accepted in the United States of
America for complete financial statements. These financial
statements reflect all adjustments, which are in the opinion of
management, necessary to present a fair statement of the results
for the interim periods. These financial statements should be read
in conjunction with the consolidated financial statements and
related notes included in the Company's latest Annual Report on
Form 10-K for the fiscal year ended June 30, 2002. Operating
results for the three and nine months ended March 31, 2003 are not
necessarily indicative of the results that may be expected for the
fiscal year ending June 30, 2003. All significant intercompany
transactions have been eliminated in consolidation.


BANC OF AMERICA: Series 2003-I Class B-4 & B-5 Notes Get Low-Bs
---------------------------------------------------------------
Banc of America Mortgage Securities, Inc., series 2003-I, mortgage
pass-through certificates are rated by Fitch Ratings as follows:

     -- $1,181,149,100 classes 1-A-1, 1-A-R, 1-A-MR, 1-A-LR,
        2-A-1 - 2-A-7, 2-A-IO and 3-A-1 (senior certificates)
        'AAA';

     -- $15,183,000 class B-1 'AA';

     -- $7,288,000 class B-2 'A';

     -- $4,858,000 class B-3 'BBB';

     -- $1,822,000 class B-4 'BB';

     -- $1,822,000 class B-5 'B'.

The 'AAA' rating on the senior certificates reflects the 2.75%
subordination provided by the 1.25% class B-1, 0.60% class B-2,
0.40% class B-3, 0.15% privately offered class B-4, 0.15%
privately offered class B-5 and 0.20% privately offered class B-6.

The ratings also reflect the quality of the underlying mortgage
collateral, the capabilities of Bank of America Mortgage, Inc. as
servicer (rated 'RPS1' by Fitch), and Fitch's confidence in the
integrity of the legal and financial structure of the transaction.

The transaction comprises three groups of mortgage loans, secured
by first liens on one- to four-family properties, with a total of
2,270 loans. The groups consist of fully amortizing, adjustable-
rate mortgage loans that provide for a fixed interest rate during
an initial period. Thereafter, the interest rate will adjust on an
annual basis based on an index plus a gross margin. The three loan
groups are cross-collateralized.

Group 1 consists of 3/1 hybrid adjustable-rate mortgage loans.
After the initial fixed interest rate period of three years, the
interest rate will adjust annually based on the One-Year LIBOR
index plus a gross margin. The group has an aggregate principal
balance of approximately $275,001,040 as of the cut-off date
(Sept. 1) and a weighted average remaining term to maturity of 356
months. The weighted average original loan-to-value ratio for the
mortgage loans is approximately 66.72%. Rate/Term and cashout
refinances account for 66.31% and 11.33% of the loans in Group 1,
respectively. The weighted average FICO credit score for the group
is 738. Owner occupied and second home properties comprise 95.59%
and 2.76% of the loans in Group 1, respectively. The states that
represent the largest portion of mortgage loans are California
(70.17%) and Illinois (7.61%). All other states represent less
than 5% of the outstanding balance of the pool.

Group 2 consists of 5/1 and Net 5 hybrid ARMs. After the initial
fixed interest rate period of five years, the interest rate will
adjust annually based on the One-Year LIBOR index plus a gross
margin. 28.40% of Group 2 loans are Net 5 mortgage loans, which
require interest-only payments until the month following the first
adjustment date. The group has an aggregate principal balance of
approximately $764,569,964 as of the cut-off date and a weighted
average remaining term to maturity of 357 months. The weighted
average OLTV for the mortgage loans is approximately 65.47%.
Rate/Term and cashout refinances account for 64.38% and 9.69% of
the loans in Group 2, respectively. The weighted average FICO
credit score for the group is 735. Owner occupied and second home
properties comprise 94.10% and 5.56% of the loans in Group 2,
respectively. The states that represent the largest portion of
mortgage loans are California (66.75%) and Illinois (6.16%). All
other states represent less than 5% of the outstanding balance of
the pool.

Group 3 consists of 7/1 hybrid ARMs. After the initial fixed
interest rate period of seven years, the interest rate will adjust
annually based on the One-Year LIBOR index plus a gross margin.
The group has an aggregate principal balance of approximately
$175,007,710 as of the cut-off date and a weighted average
remaining term to maturity of 354 months. The weighted average
OLTV for the mortgage loans is approximately 64.85%. Rate/Term and
cashout refinances account for 61.81% and 11.35% of the loans in
Group 3, respectively. The weighted average FICO credit score for
the group is 744. Owner occupied and second home properties
comprise 96.58% and 3.21% of the loans in Group 3, respectively.
The states that represent the largest portion of mortgage loans
are California (55.26%), Florida (5.47%), and Maryland (5.07%).
All other states represent less than 5% of the outstanding balance
of the pool.

Banc of America Mortgage Securities, Inc. deposited the loans in
the trust, which issued the certificates, representing undivided
beneficial ownership in the trust. For federal income tax
purposes, elections will be made to treat the trust as three
separate real estate mortgage investment conduits. Wells Fargo
Bank Minnesota, National Association will act as trustee.


BROOKFIELD PROPERTIES: S&P Rates Global Scale Preferreds at BB+
---------------------------------------------------------------
Standard & Poor's Ratings Services today assigned its 'P-3(High)'
Canadian national scale and 'BB+' global scale preferred share
ratings to Brookfield Properties Corp.'s C$150 million (with an
underwriters' option of up to an additional $C50 million) 5.75%
cumulative class AAA redeemable preferred shares, series H.
At the same time, the ratings outstanding on the company,
including the 'BBB' long-term corporate credit rating, were
affirmed. The outlook is stable.

The corporate credit rating reflects Brookfield's strong asset
quality, long-term leases to good quality tenants, a debt maturity
schedule that matches the long-term nature of the lease schedule,
and adequate financial flexibility. These credit strengths are
mitigated by a high degree of concentration in the New York, N.Y.,
market; a more highly levered balance sheet compared with those of
its peers; moderate coverage levels; and an encumbered commercial
property portfolio.

The proceeds from the preferred share issue primarily will be used
for general corporate uses. The company's fixed-charge coverage is
expected to decrease slightly to roughly 1.62x from 1.66x at
June 30, 2003. (The AAA class of preferred shares is subordinate
to Brookfield's class A and class AA preferred shares.
Nevertheless, Standard & Poor's generally does not distinguish
between different series of subordinated obligations unless there
is a specific reason to believe that deferral of payment is more
likely. In the case of Brookfield, the prior ranking preferred
shares are not of a size to affect the likely payment of the AAA
class.)

Brookfield has a portfolio of 50 commercial properties of above-
average asset quality in largely central business district
locations that contain 46 million square feet of space. Brookfield
also operates a real estate service business. Although Brookfield
is a Canadian-domiciled corporation, the company is headquartered
in New York, N.Y., and an increasing proportion of funds from
operations are generated from properties located in the U.S. The
key markets where the company is active are New York, N.Y.;
Toronto, Ont.; Boston, Mass.; Calgary, Alta; Denver, Colo.; and
Minneapolis, Minn.

Brookfield's portfolio is 94.7% leased at rents, which are
currently about 14% below market, although this cushion could be
eroded if the current softening of the commercial office markets
is deeper or lengthier than currently expected. There also is some
concentration to the portfolio as 24 properties represent the bulk
of total book value. Nevertheless, the overall lease maturity
schedule is manageable, with roughly less than 4% of office space
expiring in each of 2003, 2004, 2007, and 2009. In 2005 and 2006,
expiries peak at 7.9% and 6.9%, respectively, and 2008 expiries
are 6.0%. The company's average lease term is 10 years, with New
York, N.Y.-based tenants at 11 years.

The financial policy of Brookfield has been to use mainly property
level debt that is nonrecourse to the company and at fixed rates.
The rating on any unsecured debt to be issued by Brookfield in the
future would be rated one notch lower than the issuer credit
rating, due to the very high level of existing secured debt. The
one notch difference addresses the general ranking of each
respective debt type's recovery prospects.

Cash flow protection is moderate but manageable, considering the
C-corp status and the high level of principal amortization. Debt
service coverage was 1.64x for fiscal 2002 and 1.74x at June 30,
2003. Fixed-charge coverage was 1.56x at year-end and 1.66x at
June 30, 2003, with a slight decrease to 1.62x expected with the
preferred stock offering. The capital structure is more highly
leveraged (62.9% debt-to-book capitalization at fiscal year-end
and 64.9% at June 30, 2003) compared with U.S. REITs, and reflects
the company's strategy of property-level borrowings and C-corp
structure. The debt maturity schedule is manageable, with almost
two-thirds of maturities occurring after 2007.

Liquidity appears appropriate to adequately meet capital needs, as
Brookfield has been successful at generating cash through
refinancings, property sales, and cash from operations, and also
benefits from a low dividend payout.

                         OUTLOOK: STABLE

The North American office market has softened materially and
fairly quickly, and is not expected to see signs of recovery in
the medium term. Nevertheless, Brookfield's portfolio is
competitively well positioned to withstand the currently more
challenging operating environment, due to its favorable lease
profile and strong asset quality and credit tenants.

                         RATINGS ASSIGNED
                    Brookfield Properties Corp.

     Class        Rating                        Amount (mil. C$)
     AAA          P-3(High) (Canadian scale)    150
                  BB+       (global scale)

                         RATINGS AFFIRMED

               Corporate credit rating  BBB/Stable/--
                Preferred shares
                Canadian scale          P-3(High)
                Global scale            BB+


BROOKFIELD PROPERTIES: Issuing C$150 Million of Preferred Shares
----------------------------------------------------------------
Brookfield Properties Corporation (BPO: NYSE, TSX) has agreed to
issue C$150 million of cumulative redeemable preferred shares with
a dividend rate of 5.75% to a syndicate of investment dealers led
by Scotia Capital Inc.

The preferred shares are rated Pfd-3 (High) by Dominion Bond
Rating Service (DBRS) and P-3 (High) by Standard and Poors (S&P).
Brookfield has extended to the underwriters the option to purchase
up to an additional C$50 million of shares at the same offering
price until closing.

Proceeds of the issue will be utilized for general corporate
purposes. Closing is expected to occur on or about October 15,
2003.

The securities being offered have not been, nor will be,
registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States
absent registration or applicable exemption from the registration
requirement of such Act. This release does not constitute an offer
for sale of securities in the U.S. and any public offering of
securities in the U.S. will be made by means of a prospectus.

Brookfield Properties Corporation, with a stock market value of $9
billion in assets, owns, develops and manages premier North
American office properties. The Brookfield portfolio comprises 50
commercial properties and development sites totaling 46 million
square feet, including landmark properties such as the World
Financial Center in New York City and BCE Place in Toronto.
Brookfield is inter-listed on the New York and Toronto Stock
Exchanges under the symbol BPO. For more information, visit
http://www.brookfieldproperties.com


BUDGET: Court Disallows 13 Noteholder Claims Totaling $126 Mill.
----------------------------------------------------------------
U.S. Bankruptcy Court Judge Walrath disallows and expunges 13
Duplicate Noteholder Claims amounting to $125,901,987 and 16
Equity Interest Claims, amounting to $135,264 -- all filed against
Budget Group Inc. and its debtor-affiliates.

The dispute on the Gordon T. Page's Claim is adjourned until
October 8, 2003. (Budget Group Bankruptcy News, Issue No. 26;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CENTERPOINT ENERGY: Hosting Q3 Conference Call on October 21
------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) will host a live webcast of
its conference call to present its third quarter 2003 results on
Tuesday, October 21, 2003 at 10:30 a.m. Central time / 11:30 a.m.
Eastern time.

     What: CenterPoint Energy Third Quarter 2003 Earnings
           Conference Call Webcast

     When: Tuesday, October 21, 2003 at 10:30 a.m. Central time /
           11:30 a.m. Eastern time.

     Where: http://www.CenterPointEnergy.com/investors/events
            Click the link, "CenterPoint Energy, Inc. Third
            Quarter 2003 Earnings Conference Call"

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

     Contact: Marianne Paulsen (713) 207-6500

CenterPoint Energy, Inc., headquartered in Houston, Texas, is a
domestic energy delivery company that includes electric
transmission and distribution, natural gas distribution and sales,
interstate pipeline and gathering operations, and more than 14,000
megawatts of power generation in Texas. The company serves nearly
five million customers primarily in Arkansas, Louisiana,
Minnesota, Mississippi, Missouri, Oklahoma, and Texas. Assets
total approximately $20 billion. CenterPoint Energy became the new
holding company for the regulated operations of the former Reliant
Energy, Incorporated in August 2002. With more than 11,000
employees, CenterPoint Energy and its predecessor companies have
been in business for more than 130 years. For more information,
visit the Web site at www.CenterPointEnergy.com  

The webcast will be archived at http://www.centerpointenergy.com,  
or http://www.prnewswire.comfor at least one year.  

                          *   *   *

As reported in Troubled Company Reporter's March 5, 2003 edition,
Fitch Ratings affirmed the outstanding credit ratings of
CenterPoint Energy, Inc., and its subsidiaries CenterPoint Energy
Houston Electric LLC and CenterPoint Energy Resources Corp.  The
Rating Outlook for all three companies remains Negative.

          The following ratings were affirmed by Fitch:

                    CenterPoint Energy, Inc.

        -- Senior unsecured debt 'BBB-';
        -- Unsecured pollution control bonds 'BBB-';
        -- Trust originated preferred securities 'BB+';
        -- Zero premium exchange notes 'BB+'.

              CenterPoint Energy Houston Electric, LLC

        -- First mortgage bonds 'BBB+';
        -- $1.3 billion secured term loan 'BBB'.

               CenterPoint Energy Resources Corp.

        -- Senior unsecured notes and debentures 'BBB';
        -- Convertible preferred securities 'BBB-'.


CENTRAL PARKING: S&P Junks Preferred Stock Rating
-------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on parking and transportation services provider Central
Parking Corp. to 'B+' from 'BB'. Also, Standard & Poor's lowered
its preferred stock rating on the company to 'CCC+' from 'B'.
These ratings have been removed from CreditWatch, where they were
placed May 9, 2003.

At the same time, Standard & Poor's lowered its senior secured
bank loan rating on the company to 'BB-' from 'BB+'. This rating
remains on CreditWatch with negative implications while Standard &
Poor's reviews the valuation of the collateral package securing
the bank facility.

The outlook on Nashville, Tenn.-based Central Parking is negative.
The company had about $284 million of total debt and $78 million
of trust-issued preferred stock outstanding at June 30, 2003.

"The rating actions reflect the company's continued weak operating
performance and Standard & Poor's belief that credit measures will
be much weaker than previously expected for the full fiscal year
2003," said Standard & Poor's credit analyst David Kang. "Standard
& Poor's is concerned that Central Parking's operating performance
will continue to be pressured by challenging business conditions
in the intermediate term."

The rating actions also take into consideration the company's
recent amendment to its $350 million senior secured credit
facility. The company was not in compliance with financial
covenants for the period ended March 31, 2003, and the amendment
provides for revised covenant levels over the next four quarters.
Standard & Poor's believes that the revised covenants are still
tight and that the company may have some difficulties meeting
them if operating conditions do not improve. Tighter restrictions
on acquisitions and capital expenditures in the bank amendment
provide some support for the ratings, though they also restrict
the company's growth prospects.

The ratings on Central Parking reflect its leveraged financial
profile, regional concentration risk, and Standard & Poor's
concerns regarding continued challenging economic conditions.
Somewhat offsetting these factors is the company's leading
position within the highly fragmented and competitive parking
industry.

With about 3,800 parking facilities representing more than 1.6
million spaces as of June 30, 2003, Central Parking is the largest
private owner, operator, and manager of surface lots and
multilevel garages.


CIRCUS AND ELDORADO: S&P Affirms B+ Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook for Circus
and Eldorado Joint Venture from stable to negative, reflecting
unfavorable market trends affecting the Reno market and the
expectation that this trend will not reverse meaningfully over the
intermediate term.

At the same time, Standard & Poor's affirmed its ratings,
including its 'B+' corporate credit rating, on CEJV. Reno, Nev.-
based CEJV is a joint venture of affiliates of Mandalay Resort
Group and Eldorado Resorts LLC, and owns and operates a single
property, the Silver Legacy Resort Casino in Reno. Total debt at
June 30, 2003, was $162 million.

Operating results at the Silver Legacy continue to be negatively
affected by the weak economy and the intensely competitive market
environment in Reno, resulting in lower customer traffic and
overall gaming volumes. "Because a significant portion of Silver
Legacy's revenues relies on drive through customer traffic from
residents in northern California, the proliferation and expansion
of Native American gaming, most recently the June 2003 opening of
the Thunder Valley Casino, is likely to significantly affect the
Reno market in the intermediate term and is expected to cause
further dilution at the Silver Legacy," said Standard & Poor's
credit analyst Peggy Hwan.

Still, the affirmed ratings on CEJV reflect adequate credit
measures and the Silver Legacy's relative success since its
opening in mid-1995, generating EBITDA in excess of $35 million
annually for the past five years. The property has benefited by
being the only newly constructed facility in Reno since 1978, its
good location directly off I-80 in the heart of downturn Reno, and
its connection to Circus Circus and Eldorado, which increases foot
traffic. The property offers the largest number of gaming machines
and the second largest number of hotel rooms in the Reno market.
Historically, CEJV has significantly outperformed the market in
terms of both win per slot per day and win per table per day.


CLAYTON: Lauds Supreme Court Decision on Meat Cutters Appeal
------------------------------------------------------------
"The Tennessee Supreme Court unanimously denied a Denver Meat
Cutters appeal to overturn the recent favorable Appellate Court
decision," remarked Kevin T. Clayton, chief executive officer. "We
are pleased that our state court system was responsive and that
the unfortunate attacks of the Denver Meat Cutters were not
accommodated."

"The Appellate Court found that there was not a scintilla of
evidence of fraudulent activity, and the Supreme Court has denied
the Meat Cutters appeal of that well written decision," said
founder and chairman Jim Clayton. "This should clear all obstacles
and allow former stockholders to receive payment for their
shares."

Clayton Homes, Inc. (Fitch, BB+ Senior Unsecured Rating, Positive)
is a vertically integrated manufactured housing company with 20
manufacturing plants, 296 Company owned stores, 611 independent
retailers, 86 manufactured housing communities, and financial
services operations that provide mortgage services for 168,000
customers and insurance protection for 100,000 families.


COMDISCO: Selling Two Chicago Area Properties to MB Financial
-------------------------------------------------------------
Comdisco Holding Company, Inc. (OTC:CDCO) announced the sale of
its two remaining Chicago area real estate properties.

Chicago-based MB Financial, Inc. (Nasdaq:MBFI), a financial
services holding company that is the parent of MB Financial Bank,
N.A., will purchase Comdisco's 287,000 square-foot headquarters
building located at 6111 N. River Road in Rosemont, IL for $19.3
million. The sale closed on September 25, 2003. Comdisco will
remain as a tenant in the building.

The company also announced that Oak Brook, IL-based CenterPoint
Properties Trust, a real estate investment trust, purchased
Comdisco's 250,000 square-foot warehouse facility located at 800
Albion Way in Schaumburg, IL for approximately $3.7 million. The
sale closed on August 15, 2003.

Insignia/ESG, Inc. represented Comdisco for both of the sales.

The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money in an orderly manner the remaining
assets of the corporation. Within the next few years, it is
anticipated that the company will have reduced all of its assets
to cash and made distributions of all available cash to its common
stock and contingent distribution rights holders in the manner and
priorities set forth in its plan of reorganization. At that point,
it is expected that the company will cease operations as a going
concern and that no further distributions will be made.

Rosemont, IL-based Comdisco -- http://www.comdisco.com-- provided  
equipment leasing and technology services to help its customers
maximize technology functionality and predictability, while
freeing them from the complexity of managing their technology.
Through its former Ventures division, Comdisco provided equipment
leasing and other financing and services to venture capital backed
companies.


CONE MILLS: Wants to Pay $4.5 Million of Critical Vendor Claims
---------------------------------------------------------------
Cone Mills Corporation and its debtor-affiliates are seeking
permission from the U.S. Bankruptcy Court for the District of
Delaware to pay the prepetition claims of their critical vendors
in the ordinary course of business to preserve their relationships
with these vendors.

The Debtors ask the Court to give them authority to pay up to
$4,500,000 in the aggregate to Critical Vendors.  The Debtors
assure the Court that they will only make payments to vendors who
agree to provide postpetition goods and services on reasonably
acceptable credit terms.  

Many Critical Vendors do not have contracts or, where there are
contracts, the services or supplies provided may be discontinued
by their terms. Replacing such Critical Vendors may, as a result
of market conditions, be disruptive, expensive or impossible for
the Debtors, or involve costs that would exceed the amount of the
prepetition liability.

The Debtors have determined that the Critical Vendors fall into
the three principal categories:

  a) Special Chemical Providers

     In the course of the production of their products, the
     Debtors utilize certain chemicals that are formulated to be
     used in connection with the manufacturing systems and are
     obtained from relatively few providers. The Debtors believe
     that without the specialty chemicals they receive from the
     Chemical Providers their product quality may diminish.

  b) Cotton Producers

     The Debtors also utilize cotton provided by certain cotton
     producers and brokers. Prior to the Petition Date, the
     Debtors maximized their buying power in respect of cotton
     by reducing the number of Cotton Producers they did
     business with and increasing the amount of cotton purchased
     from such Cotton Producers. As a result, the Debtors have
     consistently purchased cotton on terms that are more
     favorable than are generally available in the marketplace.

  c) Limited Source Vendors

     Additionally, the Debtors depend on certain suppliers for
     goods, including certain types of yarn, repair parts, reeds
     and indigo, that are only obtainable from limited sources.
     In many cases, no other manufacturer or supplier can supply
     the required Limited Source Goods in any form; certain of
     the Limited Source Goods are unique or specially processed
     products or services that are made or provided to the
     Debtors' exact specifications.

The Debtors believe that any interruption in the supply of
critical chemicals, cotton or Limited Source Goods would
immediately jeopardize their ability to maintain their
manufacturing operations and, in turn, generate revenues.

Moreover, even a temporary disruption in the Debtors'
manufacturing operations would result in the Debtors' failure to
meet their supply commitments to customers and, thus, may
irreparably damage the Debtors' critical customer relationships, a
hallmark of value for the Debtors' business.

Headquartered in Greensboro, North Carolina, Cone Mills
Corporation is one of the leading denim manufacturers in North
America. The Debtor also produces fabrics and operates a
commission finishing business. The Company, with its debtor-
affiliates filed for chapter 11 protection on September 24, 2003
(Bankr. Del. Case No. 03-12944).  Pauline K. Morgan, Esq., at
Young, Conaway, Stargatt & Taylor represent the Debtors in their
restructuring efforts. When the Company filed for protection from
its creditors, it listed $318,262,000 in total assets and
$224,809,000 in total debts.


CONSECO INC: Completes Sale of GM Building for $1.4 Billion
-----------------------------------------------------------
Conseco, Inc. (NYSE:CNO) completed sale of the General Motors
Building in New York City. The sale price was $1.4 billion, paid
by Macklowe Properties.

"The successful execution of the sale will add approximately $380
million to our insurance companies' combined statutory capital and
surplus," said Conseco President and CEO Bill Shea. "Due to 'fresh
start' accounting required by GAAP, the sale will not result in
any gain in our GAAP financial statements."

At $735 per square foot, the sale price is one of the highest ever
paid for a New York office building.  Eastdil was the exclusive
real estate advisor.  Kirkland & Ellis was the legal counsel
representing Conseco.

"The overall process in the last 90 days was remarkable for its
integrity, speed and the financial results," stated Chuck Cremens,
Conseco's representative for the sale.

After a year of litigation with partner Donald Trump, Conseco
gained control of the property in June and embarked on an
aggressive campaign to position the building for sale, including
substantial expense reductions and leasing activity.

Conseco, Inc.'s insurance companies help protect working American
families and seniors from financial adversity: Medicare
supplement, cancer, heart/stroke and accident policies protect
people against major unplanned expenses; annuities and life
insurance products help people plan for their financial future.


CORVUS INVESTMENTS: Fitch Downgrades Class C Notes Rating to CCC
----------------------------------------------------------------
Fitch Ratings has taken rating action on the following classes of
notes issued by Corvus Investments Limited a collateralized debt
obligation:

        -- $534,620,309 class A-1 notes to 'BB' from 'A';

        -- $200,000,000 class A-2 notes to 'BB' from 'A';

        -- $65,000,000 class B notes to 'B' from 'BBB-';

        -- $60,000,000 class C notes to 'CCC' from 'CCC+'.

The aforementioned classes, along with Corvus' class D notes,
rated 'CC', will remain on Rating Watch Negative due to the
continuing uncertainty of the timing and ultimate resolution of
Corvus' current impaired assets and the risk of further
deterioration in the reference pool.

While no new credit events have occurred since the last rating
action taken on June 18, 2003, Corvus has experienced a
significant increase in the impairment of certain referenced
assets, which Fitch expects to incur losses. Since the latest
rating action, Fitch regards nearly 29% of the $1 billion
referenced assets as credit impaired, compared with 19% on June
18, 2003. This transaction also continues to contain additional
referenced assets that have experienced credit deterioration but
are not currently considered impaired. It still remains unclear
whether the credit quality of these referenced assets has
stabilized, thereby increasing the risk that the reference pool's
credit quality will deteriorate even further.

As with the rating action taken on June 18, 2003, this latest
rating action with respect to Corvus principally results from the
continuing performance deterioration of certain referenced assets
in the underperforming sectors of manufactured housing, CDOs, and
aircraft securitizations.


COVANTA ENERGY: Lease Decision Period Extended Until October 13
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Blackshear extends the period by which
the Covanta Energy Debtors may assume, assume and assign, or
reject their Unexpired Leases until October 13, 2003. (Covanta
Bankruptcy News, Issue No. 35; Bankruptcy Creditors' Service,
Inc., 609/392-0900)    


DATA TRANSMISSION: Wants Nod to Use Wachovia's Cash Collateral
--------------------------------------------------------------
Data Transmission Network Corporation and its debtor-affiliates
are seeking authority from the U.S. Bankruptcy Court for the
Southern District of New York to use the Lenders' Cash Collateral
to finance the ongoing operations in these cases.

The Debtors' primary indebtedness consists of borrowing under
senior secured terms loans, a revolving credit facility and a
letter of credit subfacility with Wachovia Bank, National
Association as Administrative Agent, Dresdner Bank Ag, New York
and Grand Cayman branches, as Documentation Agent, and The
Industrial Bank of Japan, Limited, New York branch, as
Syndications Agent.  As of the Petition Date, the aggregate
outstanding balance owed under the Credit Facility was
$263,562,650.

In addition, DTN has outstanding obligations owed to Wachovia
under that certain ISDA Master Agreement dated as of March 16,
2000 referred to as the SWAP Agreement.

The Credit Facility is secured by substantially all of the assets
of the Debtors including, but not limited to, accounts receivable,
accounts, chattel paper, copyrights, copyright licenses, deposit
accounts, documents, equipment, fixtures, general intangibles,
instruments, inventory, investment property, patents, patent
licenses, trademarks, trademark licenses, property, plant
equipment, all books and records relating and all proceeds and
products of the said Collateral.

The Debtors remind the Court that they wish for a quick chapter 11
case. Specifically, they are currently requesting a confirmation
hearing on the Plan no later than October 20, 2003. The Debtors
intend for the effective date to occur no later than October 31,
2003. A fundamental objective of the Plan is for the Debtors to
reconstitute their balance sheet by satisfying the obligations
owed to the Secured Lenders under the Credit Facility utilizing
Cash Option or Recapitalization Alternative under the Plan.

Under the Cash Option, the Debtors will emerge from chapter 11 as
reorganized Debtors and the Secured Lenders will receive a pro-
rata distribution of $185,000,000 plus accrued interest, payment
of all amounts owing under the SWAP Agreement and the fees and
expenses of the Administrative Agent, in satisfaction of their
claims.  Under the Recapitalization Alternative, the Debtors will
emerge from chapter 11 as reorganized Debtors and the Secured
Lenders will receive a pro-rata distribution of:

     a) a cash payment in the amount of accrued and unpaid
        interest at the non-default rate, payment of all amounts
        owing under the SWAP Agreement and the fees and expenses
        of the Administrative Agent,

     b) senior and subordinated secured notes in the amount of
        $175 million, and

     c) 100% of the equity reorganized Debtors.

In taking these steps, the Debtors seek to enhance their long-
terms economic viability as perceived by their customers and
suppliers, Jeffrey D. Saferstein, Esq., at Paul, Weis, Rifkind,
Wharton & Garrison LLP points out.

The Debtors' restructuring as contemplated by the Plan has been
the product of extensive, intensive negotiations with the
Administrative Agent and the Secured Lenders. The Debtors explored
with these parties various restructuring alternatives, emphasizing
the benefits of a consensual transaction and the potential harm to
the Debtors' businesses if their financial reorganization was to
become protracted and contentious.

Mr. Saferstein avers that the success of the Plan requires
sufficient working capital and liquidity during the course of the
Debtors' chapter 11 cases to minimize disruption in the Debtors'
day-today operations. Absent the Debtors' use of the Secured
Lenders' cash collateral, they will be unable to finance their
day-to-day operations. The Debtors have developed a budget for
which the cash collateral will be used in accordance to:

                            22-Sep  29-Sep  6-Oct  13-Oct
                            ------  ------  -----  ------
Cash Inflows                2,830  2,830   3,230  2,830
Cash Outflows               3,037  4,810   2,920  1,290
Ending Cash Balance         4,602  2,622   2,932  4,472
Ending Bank Cash Balance    6,302  4,322   4,632  6,172

                            20-Oct  27-Oct  3-Nov  10-Nov
                            ------  ------  -----  ------
Cash Inflows                2,830  2,830   3,230  2,830
Cash Outflows               3,040  3,748   2,920  3,590
Ending Cash Balance         4,262  3,344   3,654  2,894
Ending Bank Cash Balance    5,962  5,044   5,354  4,594

                            17-Nov  24-Nov  1-Dec  8-Dec  15-Dec
                            ------  ------  -----  -----  ------  
Cash Inflows                2,830  2,830   3,180  2,780   2,780
Cash Outflows               3,045  1,180   3,070  1,180   2,935
Ending Cash Balance         2,679  4,329   4,439  6,039   5,884
Ending Bank Cash Balance    4,379  6,029   6,139  7,739   7,584

Headquartered in Omaha, Nebraska, Data Transmission Network
Corporation,  delivers targeted time-sensitive information via a
comprehensive communications system, including: Internet,
Satellite, leased lines and other technologies.  The Company,
together with its debtor-affiliates filed for chapter 11
protection on September 25, 2003 (Bankr. S.D.N.Y. Case No.: 03-
16051). Jeffrey D. Saferstein, Esq., at Paul, Weiss, Rifkind,
Wharton & Garrison LLP represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed estimated assets of more than $100
million and debts of over $50 million.


DIEDRICH COFFEE: Violates Bank Loan's Financial Covenants
---------------------------------------------------------
Diedrich Coffee, Inc. (Nasdaq: DDRX) announced results for the
fiscal year ended July 2, 2003.

Diedrich Coffee reported a net loss of $1,223,000 in fiscal 2003,
after recording an impairment charge for the year of $2,231,000,
primarily to reduce the net carrying value of its goodwill and
three coffeehouses. In the prior year net income was $1,269,000
after asset impairment and restructuring charges of $547,000. Net
loss for the fourth quarter was $1,706,000 impairment charges of
$2,174,000, compared to net income of $670,000 for the fourth
quarter of fiscal 2002 after impairment charges in the year ago
quarter of $158,000.

Although lower in each case than the comparable year ago periods,
fiscal 2003 operating results without impairment charges would
have been profitable for both the year and the fourth quarter.

"The impairment charges recorded in the most recent quarter were
non-cash accounting matters that mask the progress we have made on
several fronts," stated Roger Laverty, Diedrich Coffee's Chief
Executive Officer, who was recently appointed to that position,
joining the company in April 2003. "We began a major remodeling
program for our company operated Diedrich Coffee locations,
initiated a number of organizational changes to support increased
growth of our domestic Gloria Jean's franchise system, and
experienced continued acceleration of franchise growth in
international markets. We are encouraged that this progress will
allow us to successfully execute our growth strategy."

The Company also reaffirmed its previously stated growth strategy,
which is focused in two primary areas: expanding its Gloria Jean's
retail store base under a franchised model, both domestically and
internationally, and increasing wholesale distribution of its
premium coffees.

                         Operating Results

Operating income declined by $2,809,000 during the current fiscal
year, to an operating loss of $911,000 from operating income of
$1,898,000 in the prior year. This was primarily the result of
previously noted asset impairment charges recorded in the current
year to reflect impairment of goodwill associated with certain of
its company-operated retail units, and to reduce the carrying
value of three coffee houses. Such impairment charges increased by
$1,684,000 compared to the prior year. Operating income also
declined due to the revenue reductions described below, and
increases in operating expenses and general and administrative
expenses as a percentage of revenue, partially offset by an
increase in gain on asset disposals. Operating expenses for the
year increased as a percentage of revenue due to higher bad debt
costs, various expenses associated with the company's entry into
the grocery wholesale distribution channel, and higher worker's
compensation rates. General and administrative expenses increased
as a percentage of revenue in fiscal 2003 primarily due to the
semi-fixed nature of these costs and the decline in revenue.

Operating income for the quarter declined by $2,514,000, to an
operating loss of $1,623,000 from operating income of $891,000 in
the year ago quarter. This decline was generally due to the same
factors as noted for the full year results, and an unfavorable
match-up against an extra fiscal week during the year ago quarter.

                            Revenue

Total revenue for the year ended July 2, 2003, was $54,779,000, a
decrease of $7,428,000 (11.9%) compared with revenue of
$62,207,000 for the prior year ended July 3, 2002. This decrease
consists of a decline in retail sales of $5,624,000 (14.5%) and a
decrease in wholesale revenue of $1,345,000 (8.1%), and a $459,000
(6.7%) decrease in franchise revenue.

Planned divestitures and closings of under-performing company-
owned locations caused fiscal 2003 retail sales to decline by
$4,801,000. Comparisons to the prior period also suffered due to
an extra fiscal week during the prior fiscal year, which contained
53 fiscal weeks, versus only 52 weeks in the current year. The
balance of the reduction in retail sales was due to a decline in
comparable company store sales in company operated Diedrich Coffee
and Gloria Jean's retail units, partially offset by an increase in
comparable store sales in company operated Coffee People retail
units and an increase in internet sales of coffee. The decline in
wholesale revenue primarily reflects lower roasted coffee sales to
franchisees, and the decline in franchise revenue reflects lower
domestic franchise royalty revenue, both primarily as a result of
fewer domestic Gloria Jean's franchise locations compared to a
year ago.

For the fourth fiscal quarter, total revenue and individual
revenue component trends declined on a greater percentage basis
than those noted for the full year above, for several reasons. The
extra fiscal week in the prior year was recorded in the fourth
quarter of fiscal 2002, negatively impacting fourth quarter
comparisons versus a year ago. In addition, retail sales declined
due to the timing of individual company store divestitures in the
current year, and to negative comparable store sales in company
operated Diedrich Coffee coffeehouses during the fourth quarter as
compared to full year comparable store sales declines for that
brand. Wholesale revenue declined more on a percentage basis for
the quarter than for the year because of atypical sales patterns
of Keurig K-cups in the prior year period, when fourth quarter
shipments were higher than usual as a result of a product recall
in the third quarter of fiscal 2002.

                      Comparable Store Sales

All of the percentage figures that follow have been adjusted to
eliminate the distortive impact of an extra fiscal week in the
prior fiscal year.

System-wide comparable store sales at Gloria Jean's units declined
0.9% during fiscal 2003 compared with fiscal 2002.

System-wide comparable store sales at Diedrich Coffee brand
coffeehouses open at least one year declined 4.6% for the year, as
compared with the prior year, while comparable store sales at the
company's Coffee People coffeehouses increased 1.7% during this
same period.

For the quarter, system-wide comparable store sales at Gloria
Jean's stores open at least one year decreased by only 0.6%, while
Diedrich Coffee comparable store sales decreased 7.9%, and Coffee
People comparable store sales continued to improve increasing 2.5%
over the prior year.

                         Other Developments

The Company also announced it was in the process of amending its
bank credit agreement, as it is presently not in compliance with
certain financial covenants therein because of the fourth quarter
impairment charges. The Company believes it will be able to
execute an amendment on terms that will not materially interfere
with its ability to execute its business plan. Beyond the covenant
modifications noted above, the Company expects the amendment to
eliminate the $1,000,000 line of credit for new coffeehouse
development during fiscal 2004, but renew availability of a
recently expired $500,000 working capital line until April 2004.
The amendment is also expected to eliminate an existing covenant
requiring the Company to maintain $800,000 of cash on deposit with
the bank, and substitute a new requirement that the Company
maintain a restricted cash balance on deposit with the bank to
collateralize its equipment term loan in an amount equal to the
lesser of $800,000 or the balance of the loan. Matt McGuinness,
Chief Financial Officer for Diedrich Coffee stated that, "based on
the expected terms of this amendment, our current cash balances
and the strength of our balance sheet, and our expectations
regarding operating results for the current fiscal year, we are
confident that we have the capital resources available to remodel
our Diedrich Coffee stores and to fund necessary initiatives to
stimulate the growth of our franchise system."

The Company also announced the execution of a lease for new home
office facilities in Irvine, CA, and expects to relocate to its
new premises once the build out is completed in mid November 2003.
"We are very excited about our upcoming relocation to new
offices," Mr. Laverty noted. "The new space is much more suitable
to our needs, both in terms of its smaller size, more efficient
layout and better fit for our organization, which has experienced
a number of changes over the past few years. Due to these factors
we were able to secure new space only a mile from our expiring
home office lease, at comparable total rent, with no significant
out of pocket expenditures to accomplish the build out and the
move."

Mr. Laverty added that, "I am extremely enthusiastic about the
strength and growth potential of our core assets -- powerful
brands in the dynamic specialty coffee industry. We are currently
in the process of developing and implementing specific initiatives
to revitalize our store operations and realign the organization to
provide effective support. Once we have had an opportunity to
assess the impact of these initiatives, I will be able to
communicate more about our specific growth expectations."

With headquarters in Irvine, California Diedrich Coffee
specializes in sourcing, roasting and selling the world's highest
quality coffees. The company's three brands are Gloria Jean's
Coffees, Diedrich Coffee, and Coffee People. The Company's 417
retail outlets, the majority of which are franchised, are located
in 36 states and 10 foreign countries. Diedrich Coffee also sells
its coffees through more than 210 wholesale accounts including
office coffee service distributors, restaurants and specialty
retailers, via mail order and the Internet. For more information
about Diedrich Coffee, visit the Company's Web sites at
http://www.diedrich.com http://www.gloriajeans.com or  
http://www.coffeepeople.com


DVI INC: Increasing Reserves for Doubtful Receivables
-----------------------------------------------------
DVI, Inc. (OTC: DVIXQ) announced that as a result of its quarterly
review of DVI's reserves held against its loan portfolio assets,
it expects a significant upward adjustment from the $20 million in
the reserve that was previously reported in the Company's form
10-Q for the quarter ended March 31, 2003.

DVI filed for Chapter 11 protection on August 25, 2003.

DVI also announced that, in the two months prior to its bankruptcy
filing, it may have utilized approximately $2,500,000 to
$3,500,000 for working capital purposes, which amounts should have
been remitted to limited liability companies formed in connection
with DVI's securitization transactions.

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.


DYNEGY INC: Exelon Exploring Option to Acquire Illinois Power
-------------------------------------------------------------
Exelon Corporation (NYSE: EXC) is engaged in exclusive discussions
with Dynegy Inc., which may lead to Exelon purchasing Illinois
Power Company from Dynegy.

Illinois Power is an electric and gas distribution and
transmission utility serving customers in north central, central
and south central Illinois. Negotiations have only commenced and
no assurance can be given that they will lead to an agreement or
that any such agreement could be consummated.

While Exelon believes it is possible to structure a transaction
that will achieve important public policy objectives such as
greater reliability and price stability, any ultimate transaction
will be contingent upon review by the Illinois Commerce
Commission, the Federal Energy Regulatory Commission, the
Securities and Exchange Commission and other governmental entities
to assure that these objectives are met.  It is expected that if
this acquisition is consummated, it will benefit consumers,
competition and the state's economy.

Exelon is exploring this transaction because it believes the
combination of Illinois Power with Exelon's present subsidiary,
Commonwealth Edison Company, would provide a unique opportunity to
improve service to customers and address the issues involving the
supply and price of electricity throughout much of the state
through the end of the decade and beyond.  We would expect that an
approved transaction would lead to contracts for guaranteed supply
at predictable prices for Illinois consumers, particularly
residential and small commercial.

Safe, reliable delivery of energy to our customers remains
Exelon's first priority.  Exelon is committed to constantly
monitoring opportunities that will not only enhance shareholder
value, but also improve reliability.

Exelon does not anticipate making any further announcement until a
definitive agreement is reached or the discussions are terminated.

Exelon Corporation is one of the nation's largest electric
utilities with approximately 5 million customers and more than $15
billion in annual revenues.  The company has one of the industry's
largest portfolios of electricity generation capacity, with a
nationwide reach and strong positions in the Midwest and Mid-
Atlantic.  Exelon distributes electricity to approximately 5
million customers in Illinois and Pennsylvania and gas to more
than 440,000 customers in the Philadelphia area.  The company also
has holdings in such competitive businesses as energy,
infrastructure services, energy services and telecommunications.  
Exelon is headquartered in Chicago and trades on the NYSE under
the ticker EXC.

Dynegy Inc. provides electricity, natural gas, and natural gas
liquids to wholesale customers in the United States and to retail
customers in the state of Illinois. The company owns and operates
a diverse portfolio of energy assets, including power plants
totaling approximately 13,000 megawatts of net generating
capacity, gas processing plants that process more than 2 billion
cubic feet of natural gas per day and approximately 40,000 miles
of electric transmission and distribution lines.

As reported in Troubled Company Reporter's August 5, 2003 edition,
Fitch Ratings assigned a 'B' rating to Dynegy Holdings Inc.'s
$700 million 10.125% second priority senior secured notes due
2013, $520 million 9.875% second priority senior secured notes due
2010, and $225 million floating rate second priority senior
secured notes due 2008 priced at Libor plus 6.50%.

Fitch also assigned a 'CCC+' rating to Dynegy Inc.'s $175 million
4.75% convertible subordinated debentures due 2023. DYN's
convertible debentures are guaranteed on a senior unsecured basis
by DYNH. The DYNH Notes and the DYN convertible debentures are
being sold through private placement. In addition, DYNH's
outstanding $360 million Term B loan is upgraded to 'B+' from 'B'
as a result of improved collateral coverage following application
of the Note proceeds. The Rating Outlook for the DYN and its
affiliates is changed to Positive from Stable.


EASYLINK SERVICES: JM Dutton Covers with Speculative Buy Rating
---------------------------------------------------------------
J.M. Dutton & Associates continues coverage of EasyLink Services
(Nasdaq:EASY) with a Speculative Buy rating. The 11-page report by
J.M. Dutton senior analyst Robert Davis is available at
http://www.jmdutton.comand at Bloomberg, Zacks, First Call,  
Multex, and other leading financial portals.

Q2 confirmed that EasyLink is approaching its long anticipated
financial turnaround with its Q2 results the strongest in its
history. The $46.3 million in net income for the quarter was
entirely the result of a non-recurring gain on debt restructuring,
but excluding this gain places EasyLink on the brink of reaching
positive net income. These Q2 results resulted from a combination
of revenue stability, improved gross margins, and a substantial
decline in expenses. Operating cash flows remained strongly
positive; the Company's balance sheet is now significantly
stronger after its recent debt restructuring. The markets for
EasyLink's services appear to be recovering from their recent
recessionary weakness; recently introduced products -- e.g.
Integrated Desktop Messaging services -- are spearheading this
turnaround. The Speculative Buy rating on this stock is being
continued until we see confirmation that the Company has reversed
its revenue trends and resolved the remaining issues regarding its
debt.

Dutton & Associates is one of the largest independent investment
research firms in the U.S. Its 21 analysts, primarily CFAs, have
expertise in many industries. Dutton & Associates provides
continuing analyst coverage of its enrolled companies, and its
institutional-quality research, estimates, and recommendations are
carried in all the major databases serving institutions and online
investors.

The cost of enrollment in the Dutton & Associates one-year
continuing research program is US $28,000 prepaid before
commencement of its research activities. Dutton & Associates
received $22,000 from the Company for coverage for the year.
Dutton & Associates does not accept payment of any of its fees in
company stock. Its principals and analysts are prohibited from
owning or trading in securities of covered companies. Please read
full disclosures, analyst background, and company rating history
at www.jmdutton.com before investing. The views expressed in this
research report accurately reflect the analyst's personal views
about the subject securities or issuer. Neither the analyst's
compensation nor the compensation received by J.M. Dutton and
Associates is in any way related to the specific recommendations
or views contained in this research report or note.

EasyLink Services Corporation is a provider of services that power
the electronic exchange of information between enterprises, their
trading communities and their customers. Every business day, it
handlez over 800,000 transactions that are integral to the
movement of money, materials, products and people in the global
economy such as insurance claims, trade and travel confirmations,
purchase orders, invoices, shipping notices and funds transfers,
among many others. The Company offers a broad range of information
exchange services to businesses and service providers, including
electronic data interchange services or "EDI"; production
messaging services; integrated desktop messaging services;
document capture and management services; boundary and managed
email services; and other services largely consisting of legacy
real time fax services.

At June 30, 2003, EasyLink had $5.9 million of cash and cash
equivalents.

For the years ended December 31, 2002, 2001 and 2000, EasyLink
received a report from its independent accountants containing an
explanatory paragraph stating that the Company suffered recurring
losses from operations since inception and have a working capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.

As of June 30, 2003, the Company had $7.1 million of notes payable
and capitalized interest payable within one year. Although the
Company has substantially reduced its outstanding debt
obligations, cash payments of principal and interest due within
one year from June 30, 2003, amount to $6.6 million. If the
Company's cash flow is not sufficient it may need additional
financing to meet this debt service requirement and other cash
requirements for its operations. However, if unable to raise
additional financing, restructure or settle additional outstanding
debt or generate sufficient cash flow, the Company has indicated
that it may be unable to continue as a going concern.

EasyLink believes its ability to continue as a going concern is
dependent upon its ability to generate sufficient cash flow to
meet its obligations on a timely basis, to obtain additional
financing or refinancing as may be required, and ultimately to
achieve profitable operations. Management is continuing the
process of further reducing operating costs and increasing its
sales efforts. There can be no assurance that the Company will be
successful in these efforts.

Sales of additional equity securities could result in additional
dilution to its stockholders. In addition, on an ongoing basis,
the Company continues to evaluate potential acquisitions to
complement its business messaging services. In order to complete
these potential acquisitions, it may need additional equity or
debt financing in the future.


ELDORADO RESORTS: S&P Revises Low-B Ratings Outlook to Negative  
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook for
Eldorado Resorts LLC from stable to negative due to unfavorable
market trends affecting the Reno market and the expectation that
this trend will not reverse meaningfully over the intermediate
term.

At the same time, Standard & Poor's affirmed its ratings,
including its 'B+' corporate credit rating, on Eldorado. Reno,
Nevada-headquartered Eldorado owns and operates the Eldorado Hotel
& Casino. In addition, through a wholly owned subsidiary, it is a
50% owner of the Silver Legacy Resort Casino, a hotel and casino
adjacent to the Eldorado Hotel & Casino.

Total debt at June 30, 2003, was $79 million.  

"Operating results have been negatively affected by the weak
economy and the intensely competitive market environment in Reno,
resulting in lower customer traffic and overall gaming volumes,"
said Standard & Poor's credit analyst Peggy Hwan. Performance at
the Eldorado Hotel & Casino as measured by EBITDA, and excluding
the equity in net income in the Silver Legacy, has declined from
$42 million for the fiscal year ended Dec. 31, 1999, to $26
million for the fiscal year ended Dec. 31, 2002.  In addition,
although EBITDA was slightly up during the first six months of
fiscal 2003, for the 12 months ended June 30, 2003, EBITDA
declined 16% over the same prior year period to $27 million.
Standard & Poor's expects the expansion and proliferation of
Native American gaming in northern California, most recently the
June 2003 opening of the Thunder Valley Casino, to significantly
pressure the Reno market over the intermediate term and expects
further dilution at the Eldorado Hotel & Casino, given its high
reliance on drive-in visitors.

Still, the affirmed ratings on Eldorado reflect its established
and relatively successful operating history, its niche position in
the Reno market, modest capital spending requirements, and
adequate liquidity.


ENRON CORP: Various Creditors Sell Claims Totaling $57 Million
--------------------------------------------------------------
Pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy   
Procedure, the Court, overseeing the Enron Debtors' Chapter 11
proceedings, received these notices of claim transfer from
August 22, 2003 through September 18, 2003:   
  
A. To Longacre Master Fund, Ltd.:  
  
                                             Claim   
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Eagle Gas Marketing Company               14967     $364,500
                                               -         27,450

   Midwest Generation, LLC                     -        206,748

   Edison Mission Marketing and Trading       9357    2,353,237
                                             11602    6,511,505
                                             11368    2,353,237
                                             11369            0

   Oiltanking Houston LP                      2493    1,913,399
                                              2421    1,913,399

  
B. To RDJ Capital Inc.:
  
                                             Claim   
   Transferor                                 No.        Amount
   ----------                                -----       ------  
   Climatek, Inc.                             4430       $6,000


C. To Trade-Debt.net:  
  
                                             Claim   
   Transferor                                 No.        Amount
   ----------                                -----       ------
   Bally's Las Vegas                           -        $16,210
   Community Development Corporation           -          2,500
   Thomson Financial Publishing                -            273
   Best Trade Services, Inc.                   -         19,596
   Wallach Iron & Metal Co.                    -          7,800
   Ami Trading (USA) Inc.                      -         24,523
   Holtzen, Leanne S.                          -          3,770
   Sandwich Cat, Inc.                          -            340
   James Clark                                 -            564
   Blue Star Group                             -          1,059
   Home & Habitat LLC                          -          1,128
   Verio Inc. - 49                             -          5,498
   RSR Corporation                             -          4,700
   Southeast Electrical & Maintenance          -            134
   Betty Hudson                                -          1,583
   A-Train Delivery Service                    -            168
   Carey Boston Cars/CTS                       -            807
   Sweet Treat                                 -            354
   Ludlow Oil & Gas                            -            761
   Hyatt Regency Houston                       -          9,145
   Hyatt Regency Houston                       -            242
   Hyatt Regency Houston                       -         11,762
   Hyatt Regency Houston                       -            172
   Hyatt Regency Houston                       -          3,181
   P&S Energy, Inc.                            -          2,093
   A&E Products Co., Inc.                      -            334
   B&N Coal, Inc.                              -          2,472
   Louis Ulyon                                 -            887

D. To Liquidity Solutions, Inc. doing business as Revenue  
   Management:  
  
                                             Claim   
   Transferor                                 No.        Amount   
   ----------                                -----       ------  
   Economic Insight, Inc.                      -        $45,940
                                               -          8,031

E. To H2Z Global Investments, LLC:  
  
                                             Claim   
   Transferor                                 No.        Amount   
   ----------                                -----       ------  
   Crane Service, Inc.                        1277     $113,800

F. To Liquidity Solutions, Inc. doing business as Capital  
   Markets:  
  
                                             Claim   
   Transferor                                 No.        Amount   
   ----------                                -----       ------  
   W.W. Rowland Trucking Company, Inc.         -         $2,089
   Dakota Framing/Photography                  -          2,721
   Claire Pendergress Smith                    -          2,500
   Buffalo Ridge Express, Inc.                 -          2,789
   Moreno Y Asociados                          -          1,000
   Charles Deinum, Inc.                        -          1,080
   Foltz & Foltz Ltd. Partnership              -         10,738
   Three Brothers Trucking                     -          6,256
   Joseph L. Dunn Oil and Gas                  -          1,547
   Stancil and Co.                             -          3,689
   Rubin Group, The                            -         15,000
   Jeff Levine, Inc.                           -         12,266
   Winifrede Dock LLC                          -         51,979
   Verio Inc.-49                               -          4,490
   University of Chicago                       -          2,500
   True-Way Logistics                          -          4,100
   Tri-State Tranfers & Salvage, Inc.          -          5,200
   Stern Opportunity                           -          1,950
   Sheldter Corp.                              -          1,980
   Jeanneret Associates, Inc.                  -          2,162
   Inner City Lines, Inc.                      -          1,825
   Hixon Design Consultants, Inc.              -         63,935
   Hanna Trucking                              -          2,000
   Boyd Charles L                              -         88,249
   Boise Cascade Transportation                -          1,021
   Ardwin Freight                              -         28,265
   Adea Group                                  -          4,680
   Utl Transportation Services                 -          4,175
    
G. To TECO Energy, Inc.:
  
                                             Claim   
   Transferor                                 No.        Amount   
   ----------                                -----       ------  
   TPS Dell LLC                              23202  $41,295,646
(Enron Bankruptcy News, Issue No. 80; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FAR & WIDE: Swain Australia Wants to Separate from Parent Co.
-------------------------------------------------------------
Swain Australia Tours, a leading US-based luxury tour operator to
the South Pacific, made a formal proposal to separate from its
bankrupt parent company, FAR&WIDE Travel Corp.

The offer, currently under review, was developed as a means of
preventing disruption to Swain travelers in the immediate wake of
FAR&WIDE's bankruptcy filing. The separation must be accepted by
registered creditors of FAR&WIDE and approved by the US bankruptcy
court in Miami. Swain and FAR&WIDE asked the bankruptcy court to
preliminarily approve the deal on Monday, September 29th at
scheduled hearings.

Under the proposal, ownership of Swain Australia Tours will revert
back to company founder, Ian Swain, the native Australian who
started the company in 1987. Pending final approval founder Ian
Swain would operate the company. Swain intends, to the extent
possible, to honor all current contracts with no interruption of
services to customers.

Under the deal proposed, Swain's South Pacific tour business, one
of the best performing FAR&WIDE companies, will retain rights to
all its existing customer relationships and marketing.

As an independent company, Swain will continue to operate from its
headquarters in suburban Philadelphia and retain ownership of
phone numbers, computer systems, customer data bases, mailing
lists, and participation in Pacific regional tourism promotions,
pending approval.

Swain's travel business was acquired by FAR&WIDE for a combination
of cash and stock in 1999. It was part of the holding company's
consolidation of nearly 20 tour operators since its inception in
1999. Swain sends more than 20,000 passengers annually to the
Pacific region. It employs 43 people, including five in Australia.

"This offer represents a return to our independent roots at an
ideal time," said Ian Swain, founder and CEO. "Business has never
been better. We see a tremendous growth opportunity supported by a
number of successful tourism campaigns promoting the Pacific
Region as a safe and unique destination with experiences not
available anywhere else in the world."

To ensure a smooth transition among travelers, and upon receiving
favorable ruling, Swain will assume responsibility, to the extent
possible, for the estimated 500 currently traveling, and 1,700 due
to depart in the next couple of months. It is our intent to have
all these trips will run as planned with no interruption to the
travelers.

In anticipation of a favorable ruling, Swain is already contacting
travel agents, hotels and credit card companies to prepare to
reassign those passenger bookings and all future bookings. If the
parties receive preliminary approval on Monday all commissions due
to travel agents for those bookings will be honored. Bookings made
on or after September 29, 2003, will be billed and managed
directly through Swain or its agents as Swain managed accounts,
pending court approval.

A dedicated Web site and help desk have been established to
provide support to customers and agents. The site is
http://www.SwainAustralia.com/support The phone number is (866)  
308-1343.

Swain Australia Tours is a specialist in the South Pacific,
Australia and New Zealand, as well as Africa. Its programs feature
limousine transfers, five-star hotels and resorts and personalized
excursions, tapping the expertise of its staff that is very
familiar with the destinations Swain Australia serves. For
reservations or more information contact your travel agent or call
Swain Australia Tours at (800) 227-9246 or visit them on the web
at http://www.SwainAustralia.com.


FAR & WIDE TRAVEL: Adventure Collection Offers Credit to Clients
----------------------------------------------------------------
The news of the sudden bankruptcy of Far & Wide Travel Corporation
comes as a shock to the industry and the traveling public. "The
travel industry as a whole has always benefited from the spirit of
friendly competition amongst our companies, and we regret that Far
& Wide has found it necessary to take this path," said Larry
Mogelonsky, executive director of Adventure Collection.

Understanding that some travelers may have been negatively
affected by the timing of this development, the Adventure
Collection is joining others in the industry by honoring full
deposits paid (up to $500 per person) to Far & Wide travelers
affected by these events. This offer is applicable to most
Adventure Collection trips taken through the end of 2004.

Note to travel agents: Travel agents will receive a full
commission on the published price of the trip.

Adventure Collection, a distinguished association of independently
owned adventure travel companies provides over 435 unique active
travel experiences around the globe.

Travelers requiring information can contact Adventure Collection
members directly toll-free:

     Backroads: 1-800-462-2848
     Bushtracks Expeditions: 1-800-995-8689
     Canadian Mountain Holidays: 1-800-661-0252
     Geographic Expeditions: 1-800-777-8183
     Lindblad Expeditions: 1-800-397-3348
     Micato Safaris: 1-800-642-2861
     Natural Habitat Adventures: 1-800-543-8917
     O.A.R.S.: 1-800-346-6277
     Off The Beaten Path: 1-800-445-2995

Founded in 2000, San Francisco-based Adventure Collection is a
group of nine of the most trusted and experienced active travel
companies in the world including Backroads, Bushtracks
Expeditions, Canadian Mountain Holidays, Geographic Expeditions,
Lindblad Expeditions, Micato Safaris, Natural Habitat Adventures,
O.A.R.S. (Outdoor Adventure River Specialists) and Off the Beaten
Path. Members are independently owned and operated companies that
share common values of environmental and cultural protection,
sustainable tourism and the highest operating standards. With over
200 years of combined experience in creating unforgettable and
unique journeys, Adventure Collection can take you just about
anywhere on earth. For more information, call toll-free
866.462.3966 or visit http://www.adventurecollection.com  


FLEMING COS.: Morgan Stanley Asks Court to Allow Admin. Claim
-------------------------------------------------------------
Morgan Stanley & Co. Inc. asks the Court to allow its $650,000
administrative expense claim filed against the Fleming Debtors'
bankruptcy estate.

Morgan Stanley is an internationally recognized investment
banking firm.  Its services include advice on mergers and
acquisitions, valuation of business and their securities in
connection with mergers and acquisitions, negotiating
underwritings, competitive biddings, secondary distributions of
securities, private placement and valuations.

Because of Morgan Stanley's extensive work on the Debtors'
Rainbow division sale, they employed Morgan Stanley in their
Chapter 11 cases to consummate the Sale.  Morgan Stanley's
proposed fee was $1,000,000 plus out-of-pocket expenses equal to
$400,000.  After discussions, Morgan Stanley agreed to reduce its
fee to $650,000.  All other fees and expenses were waived.

Morgan Stanley contends that it has provided substantial benefit
to the Debtors' estate and should be entitled to its
administrative expense claim. (Fleming Bankruptcy News, Issue No.
13; Bankruptcy Creditors' Service, Inc., 609/392-0900)


GARDENBURGER INC: Will Close Portland Office in a Month's Time
--------------------------------------------------------------
Gardenburger, Inc. (OTC Bulletin Board: GBUR), has decided to
close its Portland office in approximately one month.  The closure
is the culmination of operational changes set in motion in March
1999 when the Company transferred all of its manufacturing
operations to its production facility in Clearfield, Utah.  

Gardenburger, which currently employs approximately 150 people in
Utah and 21 at its office in Portland, will eliminate 4 positions
in Portland and relocate the remaining 17 positions to its Utah
facility and a small office in Southern California.

"All of us at Gardenburger will always consider Portland, Oregon
our home. However, this action will lower operating costs and
improve efficiencies going forward.  As the market for meatless
products has become increasingly competitive, it is essential that
we redouble our efforts to improve our ability to compete," said
Scott Wallace, Chairman, President and CEO.

Founded in 1985 by GardenChef Paul Wenner(TM), Gardenburger, Inc.
-- whose June 30, 2003 balance sheet shows a net capital deficit
of about $52 million -- is an innovator in meatless, low-fat food
products. The Company distributes its flagship Gardenburger(R)
veggie patty to more than 30,000 food service outlets throughout
the United States and Canada. Retail customers include more than
24,000 grocery, natural food and club stores. Based in Portland,
Ore., the Company currently employs approximately 175 people.


GENERAL MARITIME: Inks Contracts for Up to 9 Aframax OBO Vessels
----------------------------------------------------------------
General Maritime Corporation (NYSE: GMR) has signed two-year time
charter contracts, with a leading international trading company,
for up to nine of its Aframax OBO Vessels (combination vessels
which can perform both wet and dry trades).

The initial time charter contracts are for four of the Company's
Aframax OBO vessels.  The contracts for the four vessels will
provide net voyage revenue to General Maritime in the first year
of approximately $28 million, and could provide an additional $28
million in the second year through the exercising of the
charterer's option.  If the charterer does not exercise the
option, General Maritime has the option to extend the time charter
for an additional year, which would generate net voyage revenue of
approximately $22.5 million.  The time charters for these four
vessels will commence upon delivery of the vessels, which will be
staggered between the end of September and mid-November 2003.

The charterer has the option to time charter three additional
Aframax OBO vessels for one year.  If this option is exercised,
the charterer will have another option to time charter two
additional Aframax OBO vessels for one year.  The exercise of all
these five options would provide the company additional net voyage
revenue of approximately $35.0 million, for total fixed net voyage
revenue of approximately $63 million in year one.  The options for
the additional five vessels must be exercised by the second half
of November 2003. These time charters may be extended for an
additional year on similar terms to those for the first four
vessels. All of the vessels are expected to be used in both the
"wet" and "dry" trade.

Peter C. Georgiopoulos, Chairman, Chief Executive Officer and
President, commented, "As a result of the recent upturn in the dry
cargo market we have found a unique opportunity to charter these
specialized vessels at rates above what standard double-hull
Aframax vessels can earn.  We are extremely pleased to have signed
these contracts at very profitable rates and provide our
shareholders with an increased amount of secured revenue.  These
new contracts underscore General Maritime's disciplined approach
to managing its fleet deployment.  We will continue to operate the
majority of our vessels in the spot market to take advantage of
strong rate environments as we have done in 2003, while looking
for opportunities to sign time charters that both meet our rate
requirements and provide downside protection."

Including the four new time charters, General Maritime currently
has 11 of its 46 vessels, or 24% of its fleet, on time charter
contracts.  If the charterer exercises the option on the
additional five vessels, General Maritime would have 31% of its
fleet on long-term charters.

General Maritime Corporation (S&P, BB Corporate Credit Rating,
Stable) is a provider of international seaborne crude oil
transportation services principally within the Atlantic basin and
other regions including West Africa, the North Sea, Mediterranean,
Black Sea and Far East.  General Maritime Corporation owns and
operates a fleet of 46 tankers -- 27 Aframax and 19 Suezmax
tankers -- making it the second largest mid-sized tanker company
in the world with more than 5.5 million dwt.


GFCM LLC: Fitch Rates 4 Series 2003-1 Note Classes a Low-B Level
----------------------------------------------------------------
GFCM LLC's commercial mortgage pass-through certificates, series
2003-1, are rated by Fitch Ratings as follows:

        -- $150,000,000 class A-1 'AAA';
        -- $110,000,000 class A-2 'AAA';
        -- $110,000,000 class A-3 'AAA';
        -- $270,000,000 class A-4 'AAA';
        -- $112,724,000 class A-5 'AAA';
        -- $822,649,204 class X 'AAA';
        -- $11,311,000 class B 'AA';
        -- $13,368,000 class C 'A';
        -- $11,311,000 class D 'BBB';
        -- $10,284,000 class E 'BBB-';
        -- $12,339,000 class F 'BB+';
        -- $7,198,000 class G 'BB';
        -- $2,057,000 class H 'BB-';
        -- $2,057,004 class I 'B-'.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933. The certificates represent beneficial
ownership interest in the trust, primary assets of which are 171
fixed-rate loans having an aggregate principal balance of
approximately $882,649,204, as of the cutoff date.


GLOBAL CROSSING: Stipulation Settling IRS Claim Dispute Approved
----------------------------------------------------------------
In April 2000, the Internal Revenue Services commenced an audit
of Global Crossing North America, Inc. and its U.S. subsidiaries
with which it filed consolidated federal income tax return for
the calendar years ending December 31, 1996 and 1997.  In May
2001, the IRS expanded the audit to include calendar years ending
December 31, 1998, 1999 and 2000.  Beginning in July 2002, the
IRS commenced an audit of Global Crossing North American Holdings,
Inc. and its U.S. subsidiaries with which it filed a consolidated
federal income tax return for the calendar year ending December
31, 2001.

On January 1, 2001, Global Crossing North American Holdings, Inc.
acquired the stock of IPC Information Systems, Inc. and its
subsidiaries.  On December 20, 2001, GCNAH sold the IPC stock to
a third party but retained the ownership of IXNet, Inc.  On
September 26, 2002, the IPC Group filed an Application for
Tentative Refund for $2,143,508, which it subsequently received.  
The IRS is presently auditing IPC with respect to the refund and
filed a protective claim against IXNet for $2,143,508 in the
event the tentative refund awarded to IPC is disallowed and not
repaid by IPC.

In December 2002, GCNAH, GX and the IRS reached a tentative
agreement resolving the Global Audit.  In furtherance of the IRS
Settlement, GCNAH and GX executed two IRS Form 4549 Agreements
and a Closing Agreement.

Prior to December 31, 2002, the IRS filed proofs of claim against
the U.S. Debtors asserting outstanding tax liabilities for
taxable periods ending on or before the Petition Date.  The IRS
Claims reflect:

   (i) Federal income taxes due amounting to $70,268,984 arising
       out of the Global Audit and consistent with the IRS
       Settlement;

  (ii) Federal withholding taxes due aggregating $10,000,649
       also arising out of the Global Audit and consistent with
       the IRS Settlement;

(iii) Federal excise taxes due amounting to $22,133 and related
       penalties totaled $5,147;

  (iv) Estimated interest due with respect to the income,
       withholding and excise tax amounts for periods through the
       Petition Date totaling $8,965,708;

   (v) Federal employment taxes, including interest and
       penalties, due aggregating $1,677,432, also arising out of
       the Global Audit;

  (vi) The IPC Related Tax Claim against IXNet aggregating
       $2,143,508; and

(vii) Interest due on other federal income taxes of the Global
       Group amounting to $3,799.

Also resulting from the Global Audit are certain federal income
tax overpayments the IRS agreed to have been made in the calendar
years ended December 31, 1993 through 1995 and December 31, 1997
totaling $3,130,031, exclusive of interest -- the Prepetition
Income Tax Overpayments.

The Debtors and the IRS agreed that the actual aggregate amount
of the Prepetition Interest is $7,629,835, net of interest owing
to the Debtors with respect to the Prepetition Income Tax
Overpayments.  This amount comprises of $7,139,122 relating to
federal income taxes, $490,135 relating to the Withholding Tax,
and $578 relating to the Excise Tax Claim.  

On May 16, 2003, GX filed a claim for refund with respect to
certain back-up withholding taxes remitted to the IRS on behalf
of Global Crossing Telecommunications, Inc., a member of the
Global Group, during the calendar year 2000, $590,724 plus
interest, and not reflected as a credit on the group's tax return
-- the Prepetition Backup Withholding Overpayment.  On the same
date, Global Crossing Bandwith, Inc. filed a claim for refund for
remittance of additional interest for $975,928, as of June 30,
2003, relating to a previously received refund of 1997 taxes --
the GCB Interest Claim.  This refund relates to a taxable year
during which Bandwith was not a member of the Global Group.

On May 16, 2003, GCNAH filed a consolidated federal income tax
return for the calendar year 2002, reporting a net operating loss
of approximately $2,700,000,000 and net capital loss of
approximately $542,000,000.

On May 19, 2003, GCNAH and GX filed for tentative carry back
adjustments based on the carry back of a portion of the Loss with
respect to the federal income taxes arising out of the Global
Audit and reflected in the IRS Claims and, to the extent
applicable, a refund or credit of federal income taxes previously
paid -- the NOL Tentative Carryback Adjustment.

In a Court-approved Stipulation, the Debtors and the IRS agreed
that:

   (1) Contrary to the amounts originally reflected in the IRS
       Claims, the parties agree that:

       (a) the aggregate amount of the Prepetition Interest
           -- disregarding overlapping amounts -- owing is, and
           the aggregate amount of Prepetition Interest reflected
           in the IRS Claims -- disregarding overlapping claims
           -- is reduced to $7,629,835 net of interest owing to
           the Debtors with respect to the Prepetition
           Overpayments; and

       (b) the aggregate Employment Tax Liability is, and the
           aggregate Employment Tax Liability reflected in the
           IRS Claims is reduced to, $16,462;

   (2) The liability of IXNet arising from the IPC Audit will be
       determined in ordinary course under applicable non-
       bankruptcy law and will not be payable until the IRS has
       assessed the IPC Group for such liability and seeks
       collection specifically from IXNet in accordance with the
       normal provisions of the Internal Revenue Code; provided,
       however, that:

       (a) in no event will the Debtors be liable for any
           amounts owing as a result of the IPC Audit in excess
           of the amount of the IPC Related Tax Claim of
           $2,143,508; and

       (b) all payments thereafter will be made in accordance
           with the provisions of the Bankruptcy Code and the
           Plan;

   (3) The IRS will apply the Loss from the filing of the NOL
       Tentative Carryback Adjustment to:

       (i) reduce the adjustments previously agreed to by the
           parties and, therefore, reduce the related tax
           liabilities of the Debtors and the Global Group under
           the IRS Claims (and the amount owed will be deemed
           reduced accordingly); and

      (ii) refund 11/12ths of those taxes to GX on behalf the
           Global Group without offset against any other amounts
           payable to the IRS by the Global Group (the remaining
           1/12th of those taxes will be referred to as the
           Prepetition Carryback Overpayment);

   (4) The Prepetition Income Tax Overpayments, the Prepetition
       Backup Withholding Overpayment and the Prepetition
       Carryback Overpayment will be subject to offset by the
       IRS and will be credited in payment of the amounts owing
       under the IRS Claims (as adjusted in accordance with the
       Stipulation and Agreement) with respect to:

       (a) the Withholding Tax and related interest;

       (b) the Excise Tax Claim and related interest; and

       (c) the Employment Tax Liability;

   (5) In consideration for applying the set-off amounts, the
       Debtors agree that the portion of the items not satisfied
       by set-off, estimated at $3,390,000, will be satisfied by
       reducing the Postpetition Refund that would otherwise be
       refundable by the amount, and the remaining Postpetition
       Refund will be refunded to the Debtors promptly
       afterwards; and

   (6) The refund due to Bandwidth with respect to the GCB
       Interest Claim will not be subject to offset against any
       amounts payable to the IRS by the Global Group. (Global
       Crossing Bankruptcy News, Issue No. 47; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


HARRAH'S ENTERTAINMENT: Sets Q3 Conference Call for October 22
--------------------------------------------------------------
Harrah's Entertainment (NYSE: HET) will host a conference call
Wednesday, October 22, 2003, at 9:00 a.m. Eastern Daylight Time to
review its 2003 third-quarter results.

Those interested in participating in the call should dial 1-888-
399-2695, or 1-706-679-7646 for international callers,
approximately 10 minutes before the call start time.  A taped
replay of the conference call can be accessed at 1-800-642-1687,
or 1-706-645-9291 for international callers, beginning at 10 a.m.
EDT Wednesday, October 22.  The replay will be available through
11:59 p.m. EST on Wednesday, October 29.  The passcode number for
the replay is 3018052.

Interested parties wanting to listen to the live conference call
on the Internet may do so on the company's Web site --
http://www.harrahs.com-- in the Investor Relations section behind  
the "About Us" tab.

Founded 65 years ago, Harrah's Entertainment, Inc. (Fitch, BB+
Senior Subordinated Rating, Stable Outlook) operates 26 casinos in
the United States, primarily under the Harrah's brand name.  
Harrah's Entertainment is focused on building loyalty and value
with its target customers through a unique combination of great
service, excellent products, unsurpassed distribution, operational
excellence and technology leadership.


IMPATH INC: Files for Chapter 11 Reorganization in New York
-----------------------------------------------------------
IMPATH Inc. (OTC Bulletin Board: IMPH.PK) and its subsidiaries
filed voluntary petitions for reorganization under Chapter 11 of
the U.S. Bankruptcy Code in the United States Bankruptcy Court for
the Southern District of New York. The purpose of the filing is to
facilitate the Company being able to conduct business as usual
while it develops a reorganization plan.

In conjunction with the petitions for Chapter 11 reorganization,
IMPATH will ask the Bankruptcy Court to consider a variety of
"first day motions" to support its employees, vendors, customers
and other constituents. These include motions seeking court
permission to continue payments for employee payroll and benefits,
obtain interim financing authority and maintain cash management
programs, and retain legal, financial, investment banking and
other professionals to support the Company's reorganization
actions. In accordance with applicable law and court orders,
vendors and suppliers who provided goods or services to the
Company or its subsidiaries before today's filing may have pre-
petition claims, which will be frozen pending court authorization
of payment or consummation of a plan of reorganization.

In connection with the Company's Chapter 11 filings, IMPATH is
seeking Bankruptcy Court approval of a $15 million Debtor-in-
Possession (DIP) financing facility to be provided by Fleet
National Bank, as agent and lender, and other pre-petition secured
lenders. If approved, up to $3 million of the new funding will be
available immediately on an interim basis (pending final approval
of the full $15 million financing facility) to supplement IMPATH's
existing capital and help the Company fulfill obligations
associated with operating its business, including its employee
payroll and payments to vendors for goods and services provided
after today's filing.

The DIP financing facility is conditioned on the Company engaging
in a process to sell its core and non-core businesses. The Company
has engaged and is seeking Bankruptcy Court approval to retain
Miller Buckfire Lewis Ying & Co. and Asante Partners LLC as
investment bankers to assist the Company with the sale efforts. In
addition to the sale efforts, the Company will explore other
possible restructuring alternatives during the Chapter 11 cases,
including the potential for a stand-alone plan of reorganization.

Carter H. Eckert, Chairman and Chief Executive Officer of IMPATH,
said, "After reviewing all of the options available to us, we
determined that voluntarily filing for Chapter 11 protection
provided us with the time to develop a comprehensive plan of
reorganization. It facilitates the Company being able to conduct
business as usual so that we may maintain the quality and
availability of our products and services."

Mr. Eckert continued, "All of our facilities are fully operational
and our staff remains dedicated to providing the highest level of
expertise, responsive services and interactive communications.
IMPATH is committed to providing the quality services that our
clients have come to expect from us."

IMPATH also announced the resignation of James V. Agnello, Chief
Financial Officer and Senior Vice President, effective
immediately. Mr. Agnello will continue as a consultant to the
Company to assist the Company in its transition period following
the bankruptcy filing.

IMPATH is in the business of improving outcomes for cancer
patients. The Company is a leading source of cancer information
and analyses with a database of over 1 million patient profiles
and outcomes data on more than 2.3 million individuals. IMPATH
Physician Services uses sophisticated technologies to provide
patient-specific cancer diagnostic and prognostic information to
more than 8,700 pathologists and oncologists in over 2,100
hospitals and 630 oncology practices. Utilizing its comprehensive
resources, IMPATH Predictive Oncology serves genomics,
biotechnology and pharmaceutical companies involved in developing
new therapeutics targeted to specific, biological characteristics
of cancer. IMPATH Information Services provides software products,
including PowerPath(R) and the IMPATH Cancer Registry(TM) for the
collection and management of diagnostic data and outcomes
information. The Company's software products are currently being
utilized in nearly 1,000 hospitals, academic centers and
independent laboratories across the country.


IMPATH INC: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Impath Inc.
             521 West 57th Street
             New York, New York 10019

Bankruptcy Case No.: 03-16113

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Impath Physician Services, Inc.            03-16114
        Impath Predictive Oncology, Inc.           03-16115
        Impath Information Services, Inc.          03-16116
        Tamtron Corporation                        03-16117
        Medical Registry Services, Inc.            03-16118

Type of Business: IMPATH Inc., together with its subsidiaries, is
                  in the business of improving outcomes for cancer
                  patients by providing patient-specific
                  diagnostic and prognostic services to
                  pathologists and oncologists, providing products
                  and services to biotechnology and pharmaceutical
                  companies, and licensing software to hospitals,
                  laboratories, and academic medical centers.

Chapter 11 Petition Date: September 28, 2003

Court: Southern District of New York (Manhattan)

Debtors' Counsel: George A. Davis, Esq.
                  Weil, Gotshal & Manges, LLP
                  767 Fifth Avenue
                  New York, NY 10153
                  Tel: 212-310-8962
                  Fax: 212-310-8007

Total Assets: $192,883,742

Total Debts: $127,335,423

Debtors' 30 Largest Unsecured Creditors:

Entity                      Nature Of Claim       Claim Amount
------                      ---------------       ------------
First American Equipment    Equipment Lease         $5,611,078
Leasing
255 Woodcliff Drive
Fairport, NY 14450
Jill Tanehill
Tel: 585-598-0900

Advance Capital Resources   Equipment Lease         $2,851,646
6975 Union Park Center
Suite 200
Midvale, UT 84047
Sherry Coquera
Tel: 801-566-9201

National City Leasing       Equipment Lease         $1,478,785
Corp.
Section #680
Louisville, KY 40289-0680
Corine Price
Tel: 502-581-5229

Highline Capital Corp.      Equipment Lease         $1,136,791
Dept 1079
Denver, Colorado 80263-1079
Glen McRae
Tel: 720-562-0433

Park National Bank & Trust  Equipment Lease           $919,145
Of Chicago
2958 N. Milwaukee Ave.
Chicago, IL 60618
Loan Processing Center
Tel: 773-384-3400

Pharmingen                  Trade Debt                $815,534
22966 Network Pl.
Chicago, IL 60673-1229
Jesus Bellasteros
Tel: 858-795-7842

ASAP Software               Equipment Lease           $807,247
PO Box 95414
Chicago, IL 60694-5414
Michael Delibero
Tel: 516-522-2692

Bank Leumi Leasing Corp.    Equipment Lease           $793,209
420 Lexington Avenue
10th Floor
New York, NY 10170
Dianora Villacrez
Tel: 212-626-1224

DakoCytomation              Trade Debt                $715,256
PO Box 8500-52353
Philadelphia, PA 19178-2353
Anabel French
Tel: 800-235-5743

Key Equipment Finance       Equipment Lease           $706,306
NY-31-66-0819
66 South Pearl Street
Albany, NY 12207
Rob Bruzdzinski
Tel: 518-257-8824

CIT Group                   Equipment Lease           $649,658
1540 Fountainhead Parkway
Tempe, AZ 95282
Christopher Welsch
Tel: 480-784-1859

GE Healthcare Financial     Equipment Lease           $554,898
Services
First Side Center
500 First Avenue
Pittsburgh, PA 15219
Cynthia Robertson
Tel: 262-798-4613

Vysis Inc.                  Trade Debt                $492,023
Dept. 77-2793
Chicago, IL 60678-2793
Judy Stresney
Tel: 630-271-7401

US BanCorp Oliver-Allen     Equipment Lease           $413,081
Attn: Accounts Receivable Tech
801 Larkspur Landing Circle
Larkspur, CA 94939-1706
Oliver Allen
Tel: 415-461-4600

Bank of Lincolnwood         Equipment Lease           $405,589
4433 West Touhy Avenue
Lincolnwood, IL 60712
Ted Krug
Tel: 847-676-6073

Sovereign Bank              Equipment Lease           $398,557
368 Veterans Memorial
Highway
Commack, NY 11725
Kim Spara
Tel: 631-531-0661

Bank of the West            Equipment Lease           $384,866  
475 Sansome Street
19th Floor
San Francisco, CA 94111
Angela S. Aponte
Tel: 415-956-5196

Ventana Medical Systems,    Trade Debt                $373,084
Inc.
PO Box 7247-0371
Philadelphia, PA 19170-0371
Cathy Bailey
Tel: 800-227-2155

Lakeland Bank               Equipment Lease           $370,633
250 Oak Ridge Road
Oak Ridge, NJ 07438-8906
Richard Totaro
Tel: 973-697-2000 ext. 338

Dr. Ivetta Kogarko          Trade Debt                $317,506
KOSYGIM Institute of
Chemical Physics
Suite 4, Floor 1, Room 166
Russia Academy of Sciences
Moscow, Russia 117911
Attn: Stassia Kogarko
Tel: 617-791-2395

Microsoft Corporation       Legal Fees                $247,850

ZS ASSOCIATES               Consultant Fees           $196,330

Albany Bank & Trust         Equipment Lease           $186,705  
Company, N.A.

Sills Cummis Radin          Legal Fees                $179,314
Tischman

Immunovision Technologies   Trade Debt                $163,896

New England Financial       401(k)                    $163,050

IFC Credit Corporation      Equipment Lease           $159,004

Suntrust                    Equipment Lease           $156,441

Ameriserv Leasing           Trade Debt                $137,479


IMPERIAL PLASTECH: Reports $5.5MM Loss on $5MM Sales for Q2
-----------------------------------------------------------
Imperial PlasTech Inc. (TSX: IPQ) announced its financial results
for the three-month period ended May 31, 2003.

The Company reported a loss of $5.5 million on sales of $5.0
million for the quarter ended May 31, 2003, compared to a loss of
$1.3 million on sales of $11.6 million for the same period in the
prior year.

                    Reorganization Proceedings

On June 12, 2003, Imperial PlasTech Inc. and its subsidiaries were
placed into receivership under the Bankruptcy and Insolvency Act
by one of the senior ranking secured creditors of the Company.
Contemporaneously with the Company being placed into receivership,
the Board of Directors and all senior officers resigned.

With the assistance of A.G. Petzetakis SA, a significant
shareholder of Imperial PlasTech, on July 3, 2003, the Company
emerged from receivership with protection from its creditors under
the Companies' Creditors Arrangement Act (CCAA) in order to
facilitate the restructuring of the Company. On July 17, 2003, the
Company obtained protection from the creditors under Section 304
of the United States Bankruptcy Code (Section 304). The Company
has received an unopposed extension of the stay of the CCAA
proceedings until November 30, 2003 and an extension of the
Section 304 proceedings until December 8, 2003.

Under the protection of the CCAA and Section 304, the Chief
Restructuring Officer has been assessing the assets of the Company
with a view to permanently or temporarily downsizing or ceasing
any of the Company's businesses or operations and to disposing of
redundant or non-core assets. The Company has restarted operations
at its Edmonton Alberta and Peterborough Ontario facilities, and
expects to restart operations at its Atlanta Georgia facilities in
the near future, and, with the support of A.G. Petzetakis, has
improved production, preserved contracts and attracted new
business. The CRO has conducted a review of the Company's
continuous disclosure filings and has taken steps to ensure
compliance with the Company's continuous disclosure obligations.

The Company expects to file a plan of compromise and arrangement
with the Court for consideration of creditors, with a view to
holding a meeting of creditors to vote on the plan. Subject to
meeting debt reduction and operational targets and the approval of
creditors, the Court and regulatory authorities, AGP has indicated
its present intention to invest in the Company an amount to
compromise the Company's existing debt and to finance its future
working capital requirements in exchange for all or a substantial
portion of the Company's equity.

                       Results from Operations

The Company reported a loss of $5.5 million for the quarter ended
May 31, 2003 compared to a loss of $1.3 million for the same
quarter of fiscal 2002.

Sales were $5.0 million for the quarter ended May 31, 2003
compared to $11.6 million for the same quarter of fiscal 2002,
reflecting the downturn in the U.S. economy, the suspension of the
operations of Imperial PlasTech's subsidiary, Ameriplast Inc., the
discontinuance of Imperial PlasTech's subsidiary, Petzetakis Inc.,
and the discontinuance of the PVC, ABS and Hose businesses, as
well as increased scrap rates, late deliveries and shipping
problems as a result of problems in purchasing resin.

The Company recorded a gross margin loss of $3.1 million for the
quarter ended May 31, 2003 compared to a gross profit of $0.8
million for the same quarter of fiscal 2002. The gross margin loss
results from the suspension of the Ameriplast operations, the
discontinuance of the Petzetakis operations and the discontinuance
of the PVC, ABS and Hose businesses.

Operating expenses for the quarter ended May 31, 2003 were $2.4
million, including $0.2 million of professional fees related to
the reorganization/refinancing, compared to $2.8 million for the
same quarter of fiscal 2002. The decrease in operating expenses is
the result of the suspension of the Ameriplast operations, the
discontinuance of the Petzetakis operations and the discontinuance
of the PVC, ABS and Hose businesses.

                    Liquidity and Capital Resources

The Company had a cash flow deficiency from operations during the
quarter ended May 31, 2003, before changes in non-cash working
capital, of negative $4.8 million compared to negative $1.3
million for the same quarter of fiscal 2002. The increase in
outflow reflects the financial condition of the Company, including
the payment of suppliers on a cash on delivery basis, and the
payment of $0.3 million in insurance premiums, payments for work
fees related to potential refinancing and payments for relocation
costs related to the relocation of the Company's premises in
Atlanta, Georgia in December 2002.

After changes in non-cash working capital, cash used in operations
during the quarter ended May 31, 2003 was negative $0.4 million
compared to negative $3.0 million during the same quarter of
fiscal 2002. The changes in non-cash working capital reflected a
write-down of current assets, including an inventory write-down of
$1.9 million and an additional allowance for doubtful accounts of
$0.3 million.

The Company had a working capital deficiency of $11.5 million as
at May 31, 2003 compared to positive working capital of $7.4
million as at May 31, 2002. The working capital deficiency
increased from the amount reported at the end of the previous
quarter as a result of long-term debt being reclassified as
current debt combined with the inventory write-down of $1.9
million and an additional allowance for doubtful accounts of $0.3
million.

Accounts receivable of $2.2 million as at May 31, 2003 reflected a
reduction of $0.9 million in accounts receivable during the second
quarter of fiscal 2003 compared to an increase of $2.9 million in
accounts receivable during the second quarter of fiscal 2002. The
reduction of accounts receivable during the second quarter of
fiscal 2003 reflects a 57% decrease in sales compared to the same
quarter of fiscal 2002. As at May 31, 2003, the Company completed
a review of accounts receivable that resulted in an additional
allowance for doubtful accounts of $0.3 million for the quarter
ended May 31, 2003. In addition, the Company made concerted
efforts to collect all accounts receivable over 60 days from
December 2002 to May 31, 2003, which resulted in a reduction of
accounts receivable. The collection proceeds were used for general
corporate purposes. In addition, the Ameriplast operations were
suspended, the Petzetakis operations were discontinued and PVC,
ABS and Hose businesses were discontinued.

Accounts payable and accrued charges of $9.3 million as at May 31,
2003, reflected virtually no change in accounts payable and
accrued charges during the second quarter of fiscal 2003 compared
to an increase of $1.4 million in accounts payable and accrued
charges during the same quarter of fiscal 2002. Due to the
financial condition of the Company, the Company was required to
pay suppliers on a cash on delivery basis, which reduced payables.
This factor, combined with the discontinued operations, resulted
in accounts payable and accruals being lower for the quarter ended
May 31, 2003 compared to the same quarter of fiscal 2002.

The PlasTech Group is a diversified plastics manufacturer
supplying a number of markets and customers in the residential,
construction, industrial, oil and gas and telecommunications and
cable TV markets. Currently operating out of facilities in
Peterborough Ontario and Edmonton Alberta, the PlasTech Group is
focusing on the growth of its core businesses and continues to
assess its non-core businesses. For more information, please
access the groups Web site at http://www.implas.com  


INAMED CORP: Appoints John C. Miles to the Board of Directors
-------------------------------------------------------------
Inamed Corporation (Nasdaq:IMDC), a global healthcare company, has
appointed John C. Miles II to the Company's Board of Directors.

Mr. Miles joins Nicholas L. Teti; Joy A. Amundson; James E. Bolin;
Malcolm R. Currie, Ph.D.; John F. Doyle; Mitchell S. Rosenthal,
M.D.; and Terry E. Vandewarker, all of whom are currently serving
as Board members.

"I am pleased to welcome John Miles to the Inamed Board of
Directors," commented Nick Teti, Chairman, President and Chief
Executive Officer of Inamed. "John has a long and successful track
record in the healthcare industry and we look forward to his
contributions and guidance on our Board."

Miles is currently Chairman of the Board and Chief Executive
Officer of DENTSPLY International Inc. (Nasdaq:XRAY). He joined
DENTSPLY in 1985 as Vice President and General Manager of the
Trubyte Division. He was rapidly promoted to Director of European
Operations in 1986, Senior Vice President International Operations
in 1988 and President and Chief Operating Officer in 1990. He was
appointed President and Chief Executive Officer in 1996 and
assumed responsibilities as Chairman of the Board in 1998. Miles
also serves on the Board of Directors of Respironics Incorporated
(Nasdaq:RESP). Prior to joining DENTSPLY, Mr. Miles held
management positions at Johnson & Johnson, Pfizer and Rhone
Poulenc. He received his undergraduate degree in engineering from
Lehigh University and his MBA degree from New York University.

Inamed (Nasdaq:IMDC) (S&P, BB- Corporate Credit Rating, Positive
Outlook) is a global healthcare company with over 25 years of
experience developing, manufacturing and marketing innovative,
high-quality, science-based products. Current products include
breast implants for aesthetic augmentation and for reconstructive
surgery; a range of dermal products to treat facial wrinkles; and
minimally invasive devices for obesity intervention, including the
LAP-BAND(R) System for morbid obesity. The Company's Web site is
http://www.inamed.com  


INTERNET SERVICES: Taps White and Williams as Bankruptcy Counsel
----------------------------------------------------------------
Internet Services of Michigan, Inc., and its debtor-affiliates
want to employ White and Williams LLP their bankruptcy counsel and
ask the U.S. Bankruptcy Court for the District of Delaware to
approve that engagement.

The Debtors have selected White and Williams as their attorneys
because of the firm's extensive general experience and knowledge,
and in particular, its recognized experience in the field of
debtors' and creditors' rights and business reorganizations under
Chapter 11 of the Bankruptcy Code.

White and Williams will:

     a) take all necessary action to protect and preserve the
        estate of the Debtors, including the prosecution of
        actions on the Debtors' behalf, the defense of any
        actions commenced against the Debtors, the negotiation
        of disputes in which the Debtors are involved, and the
        preparation of objections to claims filed against the
        estate;

     b) prepare on behalf of the Debtors, as debtors in
        possession, all necessary motions, applications,
        answers, orders, reports, and papers in connection with
        the administration of the estate;

     c) prosecute, on behalf of the Debtors, a proposed plan of           
        reorganization and all related transactions and any
        revisions, amendments, etc., relating to same; and

     d) perform all other necessary legal services in connection
        with this Chapter 11 case.

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

          Robert A. Kargen           $375 per hour
          Christian J. Singewald     $250 per hour
          Linda M. Carmichael        $230 per hour
          Marc S. Casarino           $230 per hour
          Amy E. Vulpio              $230 per hour
          Michelle A. Schultz        $200 per hour
          Paralegals                 $115 per hour

Headquartered in Mishawaka, Indiana, Internet Services of
Michigan, Inc., an internet service provider, files for chapter 11
protection on September 23, 2003 (Bankr. Del. Case No. 03-12921).  
Linda Marie Carmichael, Esq., at White And Williams, LLP
represents the Debtors in their restructuring efforts.  When the
Company filed protection from its creditors, it estimated its
debts and assets of more than $10 million each.


INTERPLAY ENTERTAINMENT: Ends Distribution Pact with Vivendi
------------------------------------------------------------
Interplay Entertainment Corp. (OTC Bulletin Board: IPLY.OB) has
terminated its distribution agreement with Vivendi Universal
Games.

Commenting on the announcement, Interplay Chairman and Chief
Executive Officer Herve Caen said, "In the interest of our company
and its shareholders, we had no choice but to terminate this
agreement.  After several notifications to Vivendi of its failure
to perform in accordance with the terms of our agreement and in
particular, in refusing to pay Interplay certain monies due
following our latest release, Lionheart, we still did not receive
the payments owed to us.  We are currently evaluating several
other distribution options. We fully expect to release two of our
strongest titles, Baldurs Gate: Dark Alliance 2 and Fallout:
Brotherhood of Steel for Xbox and Playstation 2 in the fourth
quarter."

Interplay is considering legal action against Vivendi to recover
the payments it believes it is owed, as well as to address various
other claims as a result of the alleged failure of Vivendi to
perform under the terms of the agreement.

Interplay Entertainment Corp. -- whose June 30, 2003 balance sheet
shows a total shareholders' equity deficit of about $14 million --
is a worldwide developer and publisher of interactive
entertainment software for both core gamers and the mass market.
Founded in 1983, Interplay offers a broad range of products in the
action/arcade, adventure/role-playing game and strategy/puzzle
categories across multiple platforms, including Sony PlayStation
2, Microsoft Xbox, Nintendo GameCube and PCs.  Interplay's common
stock is publicly traded under the symbol IPLY:OB.  For more
information about Interplay visit its Web site
http://www.interplay.com


KINGSWAY FINANCIAL: Defers Marketing of Trust Preferred Offering
----------------------------------------------------------------
Kingsway Financial Services Inc. (TSX:KFS, NYSE:KFS) is deferring
the marketing of its trust preferred offering in the United States
until after the release of its third quarter results. The Company
intends to report our results for the quarter and nine months
ended September 30, 2003 after the close of markets on October 20,
2003.

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

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


KINGSWAY FINANCIAL: Ends Talks to Acquire US Insurance Company
--------------------------------------------------------------
Kingsway Financial Services Inc. (TSX:KFS, NYSE:KFS) announced a
third quarter reserve adjustment and the termination of
acquisition discussions.

                        Reserve Adjustment

Kingsway General, one of our Canadian insurance subsidiaries,
recently completed a comprehensive review of its open claims to
ensure consistent reserving practices and instigated a concerted
effort to close older files. This review has resulted in an
increase of approximately $30 million in our provision for unpaid
claims occurring prior to December 31, 2002, which will reduce our
net income for the third quarter of 2003 by approximately $20
million. The adverse development of Kingsway General's prior
years' claims for the six months ended June 30, 2003 was
approximately $30 million, reducing our net income for the six
month period by $20 million. These adjustments relate primarily to
Kingsway General's Alberta non-standard automobile business,
Ontario commercial automobile business, and its trucking business.
Overall, the growth in our gross and net premiums earned for the
quarter ending September 30, 2003 continue to be strong, and on a
consolidated basis we expect a third quarter after-tax benefit
from realized investment gains of approximately $9.6 million.

Since the completion of the claims review, Kingsway General has
experienced no significant additional adverse development of its
unpaid claim amounts. We expect Kingsway General to generate an
underwriting profit for the month of September 2003.

               U.S. Acquisition Discussions Terminated

The Company recently terminated our discussions regarding the
acquisition of a U.S. insurance company that was previously
disclosed in our U.S. prospectus relating to our trust preferred
offering. At the present time, we are not engaged in any
discussions regarding any other acquisition opportunities.

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

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


LEAP WIRELESS: Cricket Wants to Assume SBC Interconnection Pacts
----------------------------------------------------------------
Cricket Communications, Inc. want to assume certain amended
interconnection agreements with SBC Communications Inc.

Cricket is a party to several interconnection agreements with
SBC, an incumbent local exchange carrier.  Pursuant to their
agreements, SBC and Cricket connect their networks for a mutual
exchange of voice traffic.  In April 2002, the Federal
Communications Commission adopted a graduated intercarrier
compensation mechanism for ISP-bound traffic in which the
compensation rates for voice traffic decreased.  SBC and Cricket
have restructured and amended their existing reciprocal
compensation agreements to comply with the decreased rates set by
the FCC.  Cricket estimates that the amendments will result in
$1,000,000 in operating cost savings per year.

Traffic commonly originates on one of the party's network and
terminates on the other party's network.  Interconnection
agreements govern, among other things, the offset and payment of
termination charges.

SBC recently opted into the FCC's ISP Order and the graduated
intercarrier compensation mechanism.  These amended rates will
apply to Cricket's interconnection agreements with three SBC
companies:

   * Michigan Bell Telephone Company, doing business as SBC
     Michigan;

   * Southwestern Bell Telephone LP, doing business as SBC
     Arkansas; and

   * Ohio Bell Telephone Company, doing business as SBC Ohio.

To the extent that Cricket's traffic terminating on SBC's network
exceeds SBC's traffic terminating on Cricket's network, Cricket
will realize substantial savings from the reduced rates.  
Moreover, no cure amount is required to be paid to enter into the
agreement amendments with SBC.  However, each amendment provides
that it will not be effective until Court approval. (Leap Wireless
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


LYNX THERAPEUTICS: Completes $3 Million Private Equity Financing
----------------------------------------------------------------
Lynx Therapeutics, Inc. (Nasdaq: LYNX) has completed a $3 million
private financing of common stock and warrants for common stock.  
The financing included the sale of 744,000 newly issued shares of
common stock at approximately $4.03 per share and the issuance of
warrants to purchase 186,000 shares of common stock at an exercise
price of approximately $9.91 per share.  The price per share of
common stock for this financing was based on the average of the
volume-weighted average price for the 10 consecutive trading days
prior to the completion of the financing.

The private placement was made to certain independent
institutional investors.  Lynx will file with the U.S. Securities
and Exchange Commission a resale registration statement relating
to the common stock to be issued in the transaction and the shares
to be issued upon the exercise of the warrants.

Kevin P. Corcoran, Lynx's President and Chief Executive Officer,
commented, "We believe that the financing proceeds will advance
our efforts to expand the commercial usage of our Massively
Parallel Signature Sequencing, or MPSS(TM), technology.  While our
primary goal remains to improve our financial position and fund
our operations through payments to us under existing and
prospective relationships with customers, collaborators and
licensees, this financing gives us added flexibility.  We will
continue to consider various other financing options."

Lynx is a leader in the development and application of novel
genomics analysis solutions that provide comprehensive and
quantitative digital gene expression information important to
modern systems biology research in the pharmaceutical,
biotechnology and agricultural industries.  These solutions are
based on Megaclone(TM) MPSS(TM), Lynx's unique and proprietary
cloning and sequencing technologies.  For more information, visit
Lynx's Web site at http://www.lynxgen.com

Lynx's June 30, 2003 balance sheet shows that its total current
liabilities eclipsed its total current assets by about $2 million,
while total shareholders' equity shrank to $5 million from about
$12 million six months ago.


MERITAGE CORP: Completes Add-on Offering of 9.75% Senior Notes
--------------------------------------------------------------
Meritage Corporation (NYSE:MTH) completed an add-on offering of
$75 million in aggregate principal amount of its 9.75% Senior
Notes due 2011.

The notes were priced at 109.0% of their face amount implying a
yield to worst of 7.642%. The Company intends to use the net
proceeds from the offering to pay down a portion of its senior
credit facility. These notes were issued under an add-on provision
of the indenture that governs the 9.75% senior notes due 2011
issued by Meritage on May 31, 2001 and Feb. 21, 2003.

Collectively, they will constitute a single series of notes with
those notes, bringing the aggregate principal amount outstanding
of the 9.75% senior notes due 2011 to $280 million. In connection
with the offering, the Company has agreed to file an exchange
offer registration statement under the Securities Act in order to
exchange the unregistered notes for substantially identical
registered notes. Following the exchange offer, the notes will be
identical to and trade with the 9.75% senior notes due 2011 issued
by Meritage on May 30, 2001 and Feb. 21, 2003.

The notes have been offered only to qualified institutional buyers
in the United States under Rule 144A under the Securities Act of
1933, as amended (the "Securities Act), and certain investors
outside of the United States under Regulation S under the
Securities Act. The offering of the notes has not been registered
under the Securities Act or any state securities laws and the
notes 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.

Meritage Corp. (Fitch, BB Senior Unsecured Debt Rating, Stable)
designs, builds and sells distinctive single-family homes ranging
from entry-level to semi-custom luxury. Meritage operates in the
Phoenix and Tucson, Ariz., markets under the Monterey Homes,
Hancock Communities and Meritage Homes brand names; in the
Dallas/Ft. Worth, Austin and Houston, Texas, markets as Legacy
Homes and Hammonds Homes; in the East San Francisco Bay and
Sacramento, Calif., markets as Meritage Homes; and in the Las
Vegas, market as Perma-Bilt Homes.


METRIS COMPANIES: Enters Agreement to Sell Bank Deposits at Unit
----------------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) has reached an agreement to sell
the federally insured deposits at Direct Merchants Credit Card
Bank, its wholly owned subsidiary.

All of the bank's brokered and retail jumbo certificates of
deposit, totaling approximately $550 million, will be sold as part
of the pending transaction. The agreement is expected to close in
October 2003 upon approval of the sale by the appropriate
regulators.

As previously announced, the Office of the Comptroller of the
Currency requested and the bank agreed to eliminate federally
insured deposits at the bank, or risk thereof to the FDIC, by
September 30, 2003. The OCC has extended the deadline for meeting
its request to October 10, 2003. Upon completion of the pending
transaction, the bank will have fully complied with the OCC's
request. As a result of the sale, Metris will take a third-quarter
2003 pre-tax charge of approximately $30 million.

Metris Companies Inc., based in Minnetonka, Minn., is one of the
largest bankcard issuers in the United States. The company issues
credit cards through Direct Merchants Credit Card Bank, N.A., a
wholly owned subsidiary headquartered in Scottsdale, Ariz. For
more information, visit http://www.metriscompanies.comor  
http://www.directmerchantsbank.com  

                          *    *    *

As reported in Troubled Company Reporter's September 19, 2003
edition, Fitch Ratings affirmed the current ratings and revised
its Rating Outlook to Stable from Negative on Metris Companies
Inc. and Direct Merchants Credit Card Bank N.A. following Metris'
announcements that it has entered into two agreements related to
an asset sale and new conduit facility.

                        Metris Companies Inc.

        -- Senior unsecured debt 'CCC';

        -- Rating Outlook Stable.

               Direct Merchants Credit Card Bank N.A.

        -- Long-term deposits 'B';

        -- Short-term deposits 'B';

        -- Rating Outlook Stable.


METRIS COMPANIES: Reducing Workforce by about 65 Positions
----------------------------------------------------------
Metris Companies Inc. (NYSE:MXT) is reducing its workforce by
approximately 65 positions.

In a communication to employees, Metris Chairman and Chief
Executive Officer David Wesselink cited the company's commitment
to returning to profitability as the reason behind the action.

"The entire organization has been committed to executing our
turnaround plan," Wesselink said. "However, our business is not as
large as it was a year ago. Our credit card portfolio is 15-20
percent smaller, and we divested our Enhancement Services
business.

"We will be successful only if we balance our expense base with
the size of our business," he added. "While regrettable, this
action is needed to align our resources with our future needs and
goals."

The majority of the positions being eliminated are at the
company's Minnetonka headquarters. The reductions include
approximately 25 percent of the company's senior management team.
All of the affected employees are eligible to receive severance
pay based on their length of service and position at Metris, as
well as outplacement support.

"Although we are trimming our workforce, we are committed to
maintaining the same high level of service for our cardholders,"
Wesselink said. "We have been careful to ensure that this
workforce reduction will not impact our customers."

The company will take a third-quarter 2003 charge of approximately
$2.5 million in connection with the reductions. Metris will employ
approximately 3,000 employees following the reductions.

Metris Companies Inc., based in Minnetonka, Minn., is one of the
largest bankcard issuers in the United States. The company issues
credit cards through Direct Merchants Credit Card Bank, N.A., a
wholly owned subsidiary headquartered in Scottsdale, Ariz. For
more information, visit http://www.metriscompanies.comor  
http://www.directmerchantsbank.com  

                          *    *    *

As reported in Troubled Company Reporter's September 19, 2003
edition, Fitch Ratings affirmed the current ratings and revised
its Rating Outlook to Stable from Negative on Metris Companies
Inc. and Direct Merchants Credit Card Bank N.A. following Metris'
announcements that it has entered into two agreements related to
an asset sale and new conduit facility.

                        Metris Companies Inc.

        -- Senior unsecured debt 'CCC';

        -- Rating Outlook Stable.

               Direct Merchants Credit Card Bank N.A.

        -- Long-term deposits 'B';

        -- Short-term deposits 'B';

        -- Rating Outlook Stable.


MILESTONE CAPITAL: Files for Chapter 11 Protection in New Jersey
----------------------------------------------------------------
Milestone Capital, Inc. (OTCBB:MLSP), has filed voluntary
petitions for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

The Company said this action was necessary to restructure its
finances. The petitions, filed on Friday, September 26, 2003, in
the U.S. Bankruptcy Court for District of New Jersey, in Newark,
also seek bankruptcy protection for a subsidiary of the Company:
EliteAgents Mortgage Services, Inc. The Newark office of Duane
Morris, LLP is counsel to the Company.

The Company said the filing would enable it to refocus on
operating its businesses and serving its customers while it
develops a plan of reorganization to resolve its debt liabilities.

Milestone is a diversified financial services company whose
objective is to develop a product offering, which will include
residential and commercial mortgages, equipment leasing, insurance
products, SBA loans and selected consumer loans.


MILESTONE CAPITAL: Case Summary & Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Milestone Capital, Inc.
             39 Plymouth Street
             Fairfield, New Jersey 07004

Bankruptcy Case No.: 03-41806

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        EliteAgents Mortgage Services, Inc.        03-41805

Type of Business: The Company originates, processes, and closes
                  mortgages that originate from financial
                  professionals through the usage of the company's
                  internally developed mortgage origination
                  software.

Chapter 11 Petition Date: September 26, 2003

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtors' Counsel: Joseph H. Lemkin, Esq.
                  Duane, Morris LLP
                  744 Broad Street
                  Newark, NJ 07102
                  Tel: 973-424-2000
                  Fax: 973-424-2001

Total Assets: $1,700,811

Total Debts: $2,855,612

A. Milestone Capital, Inc.'s 12 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Sachnoff & Weaver                                     $442,999
30 South Wacker Drive
29th Floor
Chicago, IL 60606-7484

J.H. Cohn LLP                                         $126,400

Chuck DeMory                                          $100,000

John Mangel III                                       $100,000

Levin & Ginsburg                                      $116,000

Callister, Nebeker & McCullough                        $89,989

Donald S. Radcliff, CPA                                $22,790

Robert G. Higgins, Esq.                                $16,741

Windsor Group                                          $10,000

Windsor Group Securities, LLC                          $10,000

Goldman, Levy, Zolotorofe & Corcoran, PC                $5,333

Harbor Capital Partners, LLC                            $1,127

State of Colorado State of Colorado                        $25

B. 's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Ralph L. Brass & Co.                                  $121,099

Orian Capital                                         $113,147

Aetna US Healthcare Medical                            $75,953

Weinberg, Lieberman & Co.                              $35,565

America's Cutting Edge                                 $30,958

Kramer Appraisal Service                               $16,010

Lee Grossman Insurance Agency                          $14,836

Appraisal Affiliates, Inc.                             $14,150

CBC - Baltimore                                        $12,149

JMJ Appraisals, LLC                                    $12,025

WorldCom-UUNET                                          $8,535

Professional Appraisal Associates                       $6,650

Sobol & Associates                                      $6,025

A.I. Credit Corp.                                       $4,499

Appleone                                                $4,714

Executive Search, Inc.                                  $4,320

Madson & Metcalf                                        $4,191

PSE&G                                                   $4,492

U.S. Property & Appraisal Services                      $4,835

Accurate Appraisal Service, Inc.                        $3,650


MIRANT: Has Until March 10, 2004 to Make Lease-Related Decisions
----------------------------------------------------------------
Since filing for chapter 11 protection, the Mirant Debtors and
their professionals have been working diligently to administer the
11 cases and to address a vast number of administrative and
business issues while, at the same time, stabilizing and operating
their businesses to maximize asset values.  Currently, the Debtors
are engaged in an ongoing analysis of all of their operations,
including at least 30 non-residential real property leases.

If the Debtors were forced to prematurely assume or reject the
Leases, the Debtors and their creditors could suffer severe harm.  
In fact, if the Debtors were forced to assume the Leases, they
would become postpetition obligations of the estates and the
lessors would be entitled to administrative priority for any
future claims under the Leases without the unsecured damage
limitation in Section 502(b)(6) of the Bankruptcy Code.  If the
Debtors determine that one or more of the Leases are not needed
for their ongoing operations, then an unnecessary and very large
administrative liability may be created by the assumption of the
Leases.

On the other hand, the Debtors believe, based on their
preliminary analysis, that most of the Leases are of value to
their estates and this value is largely intertwined with the plan
of reorganization process.  Premature rejection of some or all of
the Leases at this stage in these cases would forfeit that
potential value.  Furthermore, a rejection could leave the
Debtors with significant damage claims related to the rejection
of the Leases.  

Accordingly, pursuant to Section 365(d)(4) of the Bankruptcy
Code, the Debtors ask the Court to extend the time within which
they may assume or reject non-residential real property leases
through and including March 10, 2004.

Section 365(d)(4) of the Bankruptcy Code provides, in pertinent
part:

   ". . . if the trustee does not assume or reject an unexpired
   lease of nonresidential real property under which the debtor
   is a lessee within 60 days after the date of the order for
   relief, or within such additional time as the court, for
   cause, within such 60-day period, fixes, then such lease is
   deemed rejected, and the trustee shall immediately surrender
   such nonresidential real property to the lessor."

Robin Phelan, Esq., at Haynes and Boone LLP, in Dallas, Texas,
contends that cause exists to extend the Debtors' lease decision
period, given that:

   (a) The Debtors are one of the world's largest generators
       and marketers of electricity, employing in excess of
       7,000 employees worldwide and generating $6,400,000,000
       in annual operating revenues.  Thus, the initial 60-day
       lease decision period is inadequate to make prudent
       decisions concerning the Leases since the Debtors' cases
       are large and complex by any standard;

   (b) The leases are at the heart of the Debtors' operations,
       which involve the production and sale of electricity and
       electrical capacity.  Without the Leases, the Debtors
       could not operate their businesses, the Debtors'
       reorganization efforts would cease and the going-concern
       value of the assets would be lost; and

   (c) The Debtors are current on their postpetition rental
       obligations and have adequate cash flow to meet future
       rent obligations as those obligations come due.  Thus,
       the lessors will not be prejudiced with the extension.

                          *     *     *

Judge Lynn promptly extends the Debtors' lease decision period to
March 10, 2004. (Mirant Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


NATIONAL CENTURY: Liquidation Analysis Under Liquidation Plan
-------------------------------------------------------------
According to David J. Coles, National Century Financial
Enterprises, Inc. President, Secretary and Treasurer, the
Liquidation Value of a Debtor would consist of the net proceeds
from the disposition of the assets of the Debtor, augmented by any
cash held by the Debtor.  Mr. Coles tells the Court that the
Liquidation Value available to holders of Unsecured Claims and
Interests would be reduced by:

   (a) the Claims of secured creditors to the extent of the value
       of their collateral;

   (b) the costs, fees and expenses of the liquidation, as well
       as other administrative expenses of the Debtors' Chapter 7
       case;

   (c) unpaid Administrative Claims of the Bankruptcy Cases; and

   (d) Priority Claims and Priority Tax Claims.

The Debtors' costs of liquidation in Chapter 7 cases would
include the compensation of trustees, as well as of counsel and
of other professionals retained by the trustees, asset
disposition expenses, applicable taxes, litigation costs, Claims
arising from the operation of the Debtors during the pendency of
the Chapter 7 cases and all unpaid Administrative Claims incurred
by the Debtors during the Bankruptcy Cases that are allowed in
the Chapter 7 cases.  The liquidation itself would trigger
certain Priority Claims, like Claims for severance pay, and would
likely accelerate the payment of other Priority Claims and
Priority Tax Claims would be paid in full out of the net
liquidation proceeds, after payment of Secured Claims, before the
balance would be made available to pay Unsecured Claims or to
make any distribution in respect of Interests.  The Debtors
believe that the liquidation also would generate a significant
increase in Unsecured Claims, like Rejection Damage Claims, and
Tax and other Governmental Claims.

Thus, Mr. Coles asserts that Chapter 7 liquidations of the
Debtors would result in substantial diminution in the value to be
realized by a Claim Holder, as compared to the proposed
distributions under the Chapter 11 Liquidation Plan, because of:

   (a) the substantial negative impact of conversion to a Chapter
       7 case and subsequent liquidation on the Debtors'
       employees;

   (b) additional costs and expenses involved in the appointment
       of trustees, attorneys, accountants and other
       professionals to assist the trustees in the Chapter 7
       cases;

   (c) additional expenses and Claims, some of which would be
       entitled to priority in payment, which would arise by
       reason of the liquidation; and

   (d) the substantial time that would elapse before entities
       would receive any distribution in respect of their Claims.
       (National Century Bankruptcy News, Issue No. 21; Bankruptcy
       Creditors' Service, Inc., 609/392-0900)


NEXTWAVE TELECOM: Court Approves Asset Sale to Cingular Wireless
----------------------------------------------------------------
Cingular Wireless took another significant step in completing its
previously announced bid to acquire 34 PCS licenses from NextWave
Telecom Inc. when the U.S. Bankruptcy Court for the Southern
District of New York Thursday approved the sale order relating to
the offer.

The approval clears the way for Cingular to seek the appropriate
regulatory approvals needed for consummation of the license
transfers. The licenses, which cover approximately 83 million
potential customers, are for spectrum primarily in markets where
Cingular currently has voice and data operations.

"The court approval is a significant milestone for Cingular in
finalizing the acquisition of the spectrum and licenses with
NextWave," said Mark Feidler, Chief Operating Officer for Cingular
Wireless. "This spectrum will greatly benefit our customers, as it
allows us to deliver additional products and services, expand
coverage in key markets and better accommodate overall future
growth."

Under terms of the deal, Cingular would pay $1.4 billion in cash,
and obtain FCC authorization to operate on 10 MHz of broadband PCS
(1900 MHz) spectrum in the following markets: Los Angeles, CA;
Chicago, IL; San Francisco, CA; Dallas, TX; Houston, TX;
Washington, DC; Atlanta, GA; Boston, MA; San Diego, CA; Baltimore,
MD; Portland, OR; Sacramento, CA; Las Vegas, NV; Salt Lake City,
UT; Allentown, PA; Harrisburg, PA; Springfield, MO; Sarasota, FL;
Manchester, NH; Portland, ME; Lakeland, FL; York, PA; Lancaster,
PA; Poughkeepsie, NY; Reading, PA; Hagerstown, MD; Temple, TX;
Gainesville, FL; Tyler, TX; Joplin, MO; Salisbury, MD; and
Kankakee, IL. Cingular would also obtain FCC authorization to
operate on 20 MHz in the 1900 MHz band in Tampa, FL and El Paso,
TX.

Cingular currently provides service in all of these markets except
for Portland, OR; Salt Lake City, UT; El Paso, TX; Manchester, NH;
Hagerstown, MD; Salisbury, MD; and Kankakee, IL.

NextWave voluntarily initiated bankruptcy reorganization
procedures in June 1998. NextWave and the FCC have agreed that a
payment of $714 million to the U.S. Treasury will satisfy
NextWave's financial obligation associated with the licenses to be
assigned to Cingular.

Cingular Wireless, a joint venture between SBC Communications
(NYSE: SBC) and BellSouth (NYSE: BLS), serves more than 23 million
voice and data customers across the United States. A leader in
mobile voice and data communications, Cingular is the only U. S.
wireless carrier to offer Rollover, the wireless plan that lets
customers keep their unused monthly minutes. Cingular has launched
the world's first commercial deployment of wireless services using
Enhanced Data for Global Evolution (EDGE) technology. Cingular
provides cellular/PCS service in 43 of the top 50 markets
nationwide, and provides corporate e-mail and other advanced data
services through its GPRS, EDGE and Mobitex packet data networks.
Details of the company are available at http://www.cingular.com  

NextWAVE Telecom Inc. was formed in 1995 to provide high-speed
wireless Internet access and other communications services to
consumer and business markets. For more information about
NextWave, visit its Web site at http://www.nextwavetel.com


NORTHWEST AIRLINES: Will Close Detroit Reservations Center
----------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) will close its Detroit area
reservations center located in Livonia, Mich. in early December
because of decreased call volumes and changes in consumer
purchasing habits.

The carrier will handle customer calls through its five remaining
U.S. call centers.

The 570 contract employees at the Detroit reservations center will
be eligible to transfer to one of the carrier's reservations
centers in Baltimore, Chisholm, Minn., Minneapolis, Seattle and
Tampa, Fla.  As a result of this closure, approximately 11
management positions will be eliminated.

In addition, Northwest will close its City Ticket Office at
Livonia, Mich.

"In today's challenging environment, Northwest Airlines must look
at every possible way to reduce costs, while at the same time,
continue to provide its traditional level of customer service."

"With three of our six call centers located in the Eastern time
zone, the closure of the Detroit facility offered the greatest
one-time cost savings," said Tim Griffin, executive vice president
of marketing and distribution.

"The closure was also made necessary by a call volume reduction of
10 percent per year during the past several years and, as
importantly, by the changing methods our customers are using to
make airline ticket purchases," Griffin added.

The company will work with state and local government officials to
offer any assistance possible to those employees choosing not to
relocate to other company reservations facilities.

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

For more information pertaining to Northwest, visit Northwest's
Web site at http://www.nwa.com


NORTHWESTERN CORP: Wants to Hire Ordinary Course Professionals
--------------------------------------------------------------
Northwestern Corporation asks for authority from the U.S.
Bankruptcy Court for the District of Delaware to employ the
professionals it utilize in the ordinary course of its business.

The Debtor's day-to-day operations require it to employ and
utilize certain professionals in the ordinary course of business.
The Debtor desires to continue to employ the Ordinary Course
Professionals to render many of the services to its estate similar
to those services rendered prior to the Commencement Date.

These professionals render a wide range of legal, tax, real
estate, finance, insurance and other services that impact the
Debtor's daily operations and will inevitably be necessary to
assist with the reorganization of the Debtor's business
operations, the Debtor relates.  

In this regard, the Debtor propose to pay the Ordinary Course
Professionals, 100% of fees and disbursements incurred, without an
application to the Court but will only be made following the
submission of appropriate invoices setting forth in reasonable
detail the nature of the services rendered and disbursements
actually incurred.  However, if any Ordinary Course Professional's
fees and disbursements exceed a total of $50,000 per month or
$600,000 annually in the aggregate, then the payments to such
professional for such excess amounts shall be subject to the prior
approval of the Court

The Debtor submits that the proposed employment of the Ordinary
Course Professionals is in the best interests of its estate and
its creditors. As opposed to professionals that take a central
role in the administration of the bankruptcy estate and in the
bankruptcy proceedings, the Ordinary Course Professionals provide
services to the Debtor that are necessary and essential to the
Debtor's businesses whether the Debtor's petitions were filed or
not.

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


NRG ENERGY: Treatment of Claims Under South Central Reorg. Plan
---------------------------------------------------------------
Scott J. Davido, Esq., Senior Vice President and General Counsel
of NRG Energy, Inc., relates that the categories of Claims and
Equity Interests classify the Allowed Claims and Allowed Equity
Interests as applicable for each Debtor for all purposes,
including voting, confirmation, and distribution pursuant to the
Plan. All the Claim Classes are unimpaired.  The Classes of
Claims are summarized as:    

Class 1A: Northeast Series A Bond Claims

          Each holder of an Allowed Claims in Class 1A will be
          paid in full in Cash on the Effective Date.

Class 1B: Northeast Series B Bond Claims

          Each holder of an Allowed Claims in Class 1B will be
          paid in full in Cash on the Effective Date.

Class 1C: Northeast Series C Bond Claims

          Each holder of an Allowed Claim in Class 1B will be
          paid in full in Cash on the Effective Date.

Class 2A: South Central Series A Bond Claims

          Each holder of an Allowed Claim in Class 2A will be
          paid in full in Cash on the Effective Date.

Class 2B: South Central Series B Bond Claims

          Each holder of an Allowed Claim in Class 2B will be
          paid in full in Cash on the Effective Date.

Class 3:  Berrians Secured Claims

          Each holder of an Allowed Claim in Class 3 will be paid
          in full in Cash on the Effective Date.

Class 4:  Northeast General Unsecured Claims

          Each holder of an Allowed Claim in Class 4 will
          receive, in the sole discretion of the Debtors:

          (a) cash equal to the unpaid portion of the Allowed
              Northeast General Unsecured Claim,

          (b) treatment that leaves unaltered the legal,
              equitable and contractual rights to which the
              Northeast General Unsecured Claim entitles the
              holder of the Claim,

          (c) treatment that otherwise renders the Northeast
              General Unsecured Claim unimpaired pursuant to
              Section 1124 of the Bankruptcy Code, or

          (d) other, less favorable treatment that will be
              confirmed in writing as being acceptable to the
              holder and to the Debtors.

Class 5:  South Central General Unsecured Claims

          Each holder of an Allowed Claim in Class 5 will
          receive, in the sole discretion of the Debtors:

          (a) Cash equal to the unpaid portion of the Allowed
              South Central General Unsecured Claim,

          (b) treatment that leaves unaltered the legal,
              equitable and contractual rights to which the South
              Central General Unsecured Claim entitles the holder
              of the Claim,

          (c) treatment that otherwise renders the South Central
              General Unsecured Claim unimpaired pursuant to
              Section 1124 of the Bankruptcy Code, or

          (d) other less favorable treatment that will be   
              confirmed in writing as being acceptable to the
              holder and to the Debtors.

Class 6:  Berrians General Unsecured Claims

          Each holder of an Allowed Claim in Class 6 will
          receive, in the sole discretion of the Debtors:

          (a) cash equal to the unpaid portion of the Allowed
              Berrien General Unsecured Claim,

          (b) treatment that leaves unaltered the legal,
              equitable and contractual rights to which the
              Berrians General Unsecured Claim entitles the
              holder of the Claim,

          (c) treatment that otherwise renders the Berrians
              General Unsecured Claim unimpaired pursuant to
              Section 1124 of the Bankruptcy Code, or

          (d) other, less favorable treatment that will be
              confirmed in writing as being acceptable to the
              holder and to the Debtors.

Class 7:  Northeast Equity Interests

          Each holder of a Northeast Equity Interest will retain
          the Northeast Equity Interest.

Class 8:  South Central Equity Interests

          Each holder of a South Central Equity Interest will
          retain the South Central Equity Interest.

Class 9:  Berrians Equity Interests

          Each holder of a Berrians Equity Interest will retain
          the Berrians Equity Interest. (NRG Energy Bankruptcy
          News, Issue No. 10; Bankruptcy Creditors' Service, Inc.,
          609/392-0900)


O'SULLIVAN INDUSTRIES: Prices $100MM 10.63% Senior Note Offering
----------------------------------------------------------------
O'Sullivan Industries, Inc. (OTC Bulletin Board: OSULP), a leading
manufacturer of ready-to-assemble furniture, has priced its $100
million offering of senior secured notes.

The notes, which were issued at a price of 95.0% and will pay a
coupon of 10.63%, will mature on October 1, 2008. The Company will
use a portion of the net proceeds of the offering to repay the
$88.3 million secured credit facilities, plus accrued interest,
and the remainder will be used for working capital and other
general corporate purposes.

The senior secured notes will be offered to qualified
institutional buyers in reliance on Rule 144A under the Securities
Act of 1933 and may also be offered to non-U.S. persons in
reliance on Regulation S under the Securities Act of 1933. At the
time of the offering, the senior notes will not be registered
under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption
from the registration requirements of the Securities Act of 1933
and applicable state securities laws.

At June 30, 2003, O'Sullivan Industries' balance sheet shows a
total shareholders' equity deficit of about $138 million.


PACIFIC GAS: Court Approves Settlement of Katz Licensing Claims
---------------------------------------------------------------
Pacific Gas and Electric Company operates a series of interactive,
automated telephone numbers that allow customers and members of
the general public to retain and report information related to
PG&E's services, including, among others, a "24-Hour Customer
Service" phone number and a "24-Hour Information on Outages" phone
number.

On September 5, 2001, Ronald A. Katz Technology Licensing LP filed
Claim Nos. 11530, 11569 and 11570, for $5,943,000 each.  The
claims are identical, and allege that PG&E has infringed certain
Katz Licensing's patents.  Katz Licensing is the holder of a
patent portfolio that includes 50 United States patents covering a
wide range of interactive, automated telephone technologies.  On
June 14, 2002, PG&E objected to the claims on the grounds that
they are duplicative and insufficient to apprise PG&E of the
specific nature of the alleged infringement.

Subsequently, Katz Licensing filed Claim No. 13301, which amended
the previous claims to describe them with greater particularity.  
Katz Licensing objected to the proposed disallowance of Claim No.
11530 on substantive grounds.

Katz Licensing also asserted similar patent infringement claims
against other energy utilities.  PG&E and 22 other energy
utilities formed a consortium that negotiated with Katz Licensing
as a group to secure licensing terms that would be more favorable
than if each entity negotiated with Katz Licensing individually.

In February 2003, the Consortium and Katz Licensing finalized the
terms of their settlement.  PG&E and 18 other Consortium members,
agreed to substantially similar settlement terms with Katz
Licensing.  Consequently, PG&E entered into a license agreement
with A2D, LP.  A2D holds a license from Katz Licensing under
patent and patent application rights relating to automated
transaction processing which utilizes communication facilities
and computer telephone integration, and has the right to grant
non-exclusive licenses, releases and covenants not to sue under
them.

The License Agreement generally provides that:

   (a) Katz Licensing's Claim will be allowed in a certain
       confidential amount and will be treated like all other
       similar allowed, unsecured, non-priority claims;

   (b) Katz Licensing will have an allowed administrative expense
       claim in a certain confidential amount for PG&E's
       postpetition usage until the end of calendar year 2009, in
       exchange for a complete release of PG&E and its agents
       with respect to the Claim;

   (c) the Claim against PG&E's estate will be fully resolved
       without the expected expense, risk and delay that would
       result if the litigation were to proceed to trial; and

   (d) PG&E is granted a "paid-up" license for future use of Katz
       Licensing's patented technology through 2009.

While PG&E believes that it has not infringed any Katz Licensing
Patents, if Katz Licensing were to file a civil lawsuit, there is
a chance that the factfinder would find PG&E liable, based on
Katz Licensing's allegations that it holds patents for
technologies encompassing PG&E's system of automated telephone
customer service.  PG&E also deems any would-be infringement case
as complex.  Continued litigation of such case would entail
unnecessary expense, inconvenience and delay.  Meanwhile,
avoidance of unnecessary litigation will benefit PG&E's creditors
by minimizing costs and delay and allowing PG&E's personnel to
focus on more critical functions.

For these reasons, the Court permits PG&E to enter into the
Licensing Agreement to settle Katz Licensing's Claims.

                  PG&E File Agreement Under Seal

Due to its confidential nature, PG&E sought and obtained the
Court's permission to file the License Agreement under seal.

Confidentiality is an essential term of the License Agreement
since disclosure will jeopardize the positions of A2D and Katz
Licensing with respect to pending or future license negotiations
with other entities.  In addition, the protection of the License
Agreement terms enables PG&E to secure a more favorable license
rate than the rate that would have been disclosed to the public.
(Pacific Gas Bankruptcy News, Issue No. 63; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


PALIGENT INC: PwC Steps Down as Independent Accountants
-------------------------------------------------------
On September 15, 2003, PricewaterhouseCoopers LLP resigned as the
independent accountants of the Paligent Inc. The Company
understands that PricewaterhouseCoopers LLP is resigning in view
of the Company's limited operating and financial resources.

The audit report on the financial statements for the year ended
December 31, 2002, contained a separate paragraph regarding the
ability of Paligent to continue as a going concern.


PARK PLACE ENTERTAINMENT: Fitch Affirms BB+ Sr. Unsecured Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Park Place Entertainment's senior
unsecured rating at 'BB+' and senior subordinated rating at 'BB-'.
Ratings reflect the company's large and diverse asset base, well-
known brands, strong free cash flow generation (despite sluggish
revenue growth post 9/11) and commitment to debt reduction.

Recent allocation of free cash flow is evidence of that
commitment, as is PPE's decision to not declare a dividend. These
factors are offset by several risks to the credit, including major
competitive threats in key markets, limited visibility regarding
returns on recent and current capital investment initiatives, and
the potential for free cash flow to be diverted from debt
repayment towards other investment opportunities. The Rating
Outlook is Stable. PPE's commitment to debt reduction is expected
to mitigate the credit impact of any weakness in operating results
over the near term. In the event that operating results continue
to trend down and/or capital spending is dramatically accelerated,
Fitch would review the outlook.

At June 30, 2003, PPE's LTM leverage and coverage ratios stood at
4.4 times and 3.1x, respectively, relatively flat with FYE 2002
levels, but much improved from FYE 2001 levels when leverage and
coverage stood at 4.9x and 2.7x, respectively. This reflects debt
repayment of $570 million over the last 18 months. At the same
time, the company has refrained from major share repurchases
and/or meaningful dividend programs that have been undertaken by a
number of gaming companies. Looking forward, Fitch expects
leverage to peak at 4.5x in 2003 and decline slightly to 4.3x by
2005, due primarily to continued debt reduction. Over this period,
heavy capital spending is likely to preclude upside to debt
reduction, while challenging operating conditions in key markets
are likely to keep operating results relatively flat. In Atlantic
City, PPE faces major new competition from the $1.1 billion
Borgata, which opened on July 3, 2003. In Las Vegas, PPE
properties (primarily Caesars Palace) face the opening of Steve
Wynn's $2.1 billion 'Wynn Resort' property in early-2005.
Potentially mitigating the impact of this new capacity are current
signs of an overall improvement in the gaming environment leading
into 2004. In addition, Las Vegas results may benefit from the
expected rebound at Caesars Palace in Las Vegas in 2H03, as the
benefits of a significant renovation take effect. However,
construction disruption remains a risk at the property due to a
$376 million hotel/convention space project announced recently.

Given the various capital spending plans on the docket, Fitch
estimates that PPE will continue to invest roughly $450 million -
$475 million per year over next three years, including $475
million in 2003. Fitch currently estimates PPE's capital
expenditure backlog at $841 million. Significant new unit capital
comprised in this amount includes: $476 million at Caesars Palace
for the newly announced hotel tower ($376 million), the East
Casino Connector ($35 million), the Roman Plaza ($25 million), and
other enhancements ($15 million); as well as $75 million in
Atlantic City for a parking garage; $32 million at Flamingo Las
Vegas for new dining and entertainment amenities; and $60 million
for the Saint Regis Mohawk Casino project in New York. Notably, a
potential $200 million hotel room project in Atlantic City is
excluded from backlog and on indefinite hold until management is
comfortable that taxes in New Jersey will not be raised again.

Liquidity is adequate with $1.7 billion in availability under the
revolving credit facilities and $286 million in cash. In August,
PPE amended its bank facilities and refinanced the expiring 364-
day revolver. Under the terms of the new agreements: (1) the 364-
day facility was downsized to $493 million from $700 million; (2)
the two-year extension option (expiring December 2005) under to
the $2.3 billion five-year facility, was upsized to $1.7 billion
from $1.4 billion; (3) $700 million of the $1.7 billion two-year
extension facility was converted to term loan capacity and (4) the
leverage covenant was loosened to 5.25x from 4.75x through June
30, 2004, with step downs thereafter. Overall, as a result of
these actions, capacity under the facilities will be reduced by
roughly $500 million in December 2003, but financial flexibility
is enhanced by looser covenants. PPE's next maturity occurs in
2004 when $325 million of 7.0% senior notes come due. In 2005,
refinancing of the $1.7 billion two-year extension option under
the five-year facility will have to be addressed, and $400 million
in senior subordinated notes also come due.

In early September, PPE announced its plans to change the name of
the company to Caesar's Entertainment. The change is scheduled to
take effect in January 2004 when the company begins trading under
its new ticker symbol 'CZR'. Given the broad recognition and
powerful brand image of the Caesars name, management believes the
move will help open negotiations for potential casino developments
both internationally and domestically.


PAXSON COMMS: Will Publish Third-Quarter Results on November 12
---------------------------------------------------------------
Paxson Communications Corporation (AMEX:PAX) will release its
third quarter 2003 financial results after market hours on
Wednesday, November 12, 2003.

The Company will also host a teleconference to discuss its results
on November 12th at 5:30 p.m. Eastern Time. To access the
teleconference, please dial 888-989-6413 (U.S.), 210-234-0002
(Int'l), passcode "Paxson" ten minutes prior to the start time.
The teleconference will also be available via live webcast on the
investor relations portion of the Company's Web site located at
http://www.pax.tv/investors If you cannot listen to the  
teleconference at its scheduled time, there will be a replay
available through November 14, 2003, which can be accessed by
dialing 800-759-8643 (U.S.) or 402-998-1045 (Int'l). The webcast
will also be archived on the Company's website for twelve months
following the call.

For further information, please contact Cheryl Scully, Treasurer
and Vice President, Investor Relations, at 561-682-4211 or
cherylscully@paxson.com.

Paxson Communications Corporation owns and operates the nation's
largest broadcast television distribution system and PAX TV,
family television. PAX TV reaches 88% of U.S. television
households via nationwide broadcast television, cable and
satellite distribution systems. PAX TV's 2003 fall season
premieres with all new episodes of returning original drama series
including, "Doc," starring recording artist Billy Ray Cyrus and
"Sue Thomas: F.B.Eye," starring Deanne Bray. Other original PAX
series include "It's A Miracle" with new host, Roma Downey,
"Candid Camera," with hosts Peter Funt and Dina Eastwood and
"Animal Tails," with Mark Curry. For more information, visit PAX
TV's Web site at http://www.pax.tv

As reported in Troubled Company Reporter's June 12, 2003 edition,
Moody's Investors Service's ratings on Paxson Communications Corp.
took a downward slide after the investors service's review.
Outlook is revised to stable from negative.

                     Downgraded Ratings

    * approximately $355 million of bank facilities to B1
      from Ba3,

    * approximately $556 million of senior subordinated notes
      to Caa1 from B3,

    * approximately $366 million of cumulative exchangeable junior
      preferred stock to Caa2 from Caa1,

    * senior implied rating to B2 from B1,

    * senior unsecured issuer rating to B3 from B2.

The ratings downgrade mirrors the company's slow revenue growth
which falls below Moody's expectations. However, the ratings are
supported by the high underlying asset value of Paxson's station
portfolio.


PILLOWTEX CORP: Court Fixes Uniform Global Bidding Procedures
-------------------------------------------------------------
William H. Sudell, Esq., at Morris, Nichols, Arsht & Tunnel, in
Wilmington, Delaware, relates that the Pillowtex Debtors developed
bidding procedures for marketing and selling certain Material
Assets.  The process is designed to encourage the submission of
bids for, and to enhance the ultimate value realized from, the
Material Assets.

At the Debtors' request, the Court approved these Bidding
Procedures:

A. Selection of Bids and Execution of Purchase Agreements

   (a) Selection of Qualified Bids

       Upon receiving initial Expressions of Interest from
       potential purchasers for a Material Asset, the Debtors
       will review the offers and determine which represent
       reasonable offers.  The Debtors will contact all potential
       bidders that have submitted Qualified Bids to commence
       negotiations regarding the proposed transaction.

   (b) Access to Data Room

       The Debtors will work with their professionals to
       establish a data room, which will contain additional
       information regarding the Material Assets, including books
       and records, material contracts and other supporting
       financial and operational information, that potential
       purchasers most likely will want to review in
       connection with their due diligence investigations.    
       Qualified Bidders also will have an opportunity to meet
       with members of the Debtors' management team.

   (c) Selection of Initial Bids

       The Debtors will ask these bidders to submit their final
       initial bids for the particular Material Asset on or         
       before a particular date.  The Debtors then will review
       these final initial bids, pursue any further negotiations
       with Qualified Bidders that they deem advisable and
       select, after completing the negotiations, a successful
       initial bid for the Material Assets.

   (d) Execution of Purchase Agreements

       Once the Debtors have selected an Initial Bid, the Debtors
       will negotiate and enter into a purchase agreement with
       the Qualified Bidder that submitted the Initial Bid,
       provided that the agreement complies with the guidelines
       in the Bidding Procedures.  

   (e) Good Faith Deposits

       Before the Debtors execute a Purchase Agreement with any
       Initial Bidder, the Debtors may require the bidder to
       deposit a cash sum in an amount up to 10% of the aggregate
       purchase price set forth in the Purchase Agreement.  The
       Initial Bidder will be entitled to a return of the Deposit
       only if:

       (1) -- the bid submitted is not the bid for the particular
              Material Asset approved by the Court;

           -- the Debtors close a sale for the particular
              Material Asset with, and receive the Purchase
              Price from, another entity; and

           -- the bidder has not otherwise breached its Purchase
              Agreement with the Debtors; or

      (2) the proposed transaction between the Debtors and the
          Initial Bidder is not consummated solely because the
          bidder, through no fault or negligence of its own, and
          after using its reasonable best efforts to obtain the
          approval, is not able to obtain any necessary approval
          of, or consent to, the proposed transaction by a
          governmental or regulatory agency, as required under
          the particular Purchase Agreement.

    (f) Default Provisions

        Any Purchase Agreement entered into by the Debtors under
        the Bidding Procedures will provide that if the Initial
        Bidder defaults or breaches the Purchase Agreement, the
        bidder will be liable to the Debtors for whatever damages
        are available at law or equity and will forfeit any and
        all rights that it may have in the Deposit.

    (g) Executory Contracts and Unexpired Leases

        Any Purchase Agreement entered into by the Debtors under
        the Bidding Procedures will specifically set forth the
        parties' intentions with respect to any and all
        executory contracts and unexpired leases to which the
        Debtors are a party that relate to the Material Assets
        that is the subject of the particular Purchase Agreement.  
        If the Purchase Agreement contemplates the assumption,
        assumption and assignment or rejection of executory
        contracts or unexpired leases, the Sale Motion will seek
        approval of the assumption or rejection, and non-debtor
        parties to each of these contracts and leases will be
        provided notice and an opportunity to object.

B. Sale Motion, Notice of Motion and Hearing

   (a) Motion for Approval of Purchase Agreements

       After the Debtors enter into Purchase Agreements for one
       or more of the Material Assets, the Debtors will file a
       motion with the Court seeking approval of the particular
       Purchase Agreement and the underlying transactions.

   (b) Hearing on Sale Motions

       Unless a shorter time is approved by the Court with
       respect to a particular Sale Motion, the Debtors will
       request that the Court set each Sale Motion for hearing
       on a date that is not less than 20 days after the
       Debtors file and serve the Sale Motion.

   (c) Treatment of Executory Contracts and Unexpired Leases

       If the Debtors propose to assume, assume and assign or
       reject any executory contracts or unexpired leases in
       connection with any Purchase Agreement that is the
       subject of a Sale Motion, the Sale Motion also will seek
       approval of the proposed treatment of the Debtors'
       executory contracts and unexpired leases.  Objections to
       the proposed assumption, assumption and assignment or
       rejection of executory contracts or unexpired leases in
       connection with any Purchase Agreement must be filed with
       the Court and served upon the Debtors, the Debtors'
       counsel, the Secured Lenders' counsel and counsel to any
       official creditors' committee appointed in these Chapter
       11 cases, on or before 4:00 p.m., prevailing Eastern Time,
       on the date that is five business' days before the Sale
       Hearing.

   (d) Notice of Sale Motion

       A notice of a Sale Motion and the applicable Sale Hearing
       will be given:

          (i) to each entity that submitted an Expression of
              Interest with respect to the Material Assets that
              is the subject of the particular Sale Motion;

         (ii) to the extent that the Sale Motion seeks approval
              of the assumption, assumption and assignment or
              rejection of executory contracts or unexpired
              leases, to each entity that is a party to the
              contracts and leases;

        (iii) to parties-in-interest who have requested notice
              pursuant to Rule 2002 of the Federal Rules of
              Bankruptcy Procedure; and

         (iv) if the Purchase Price for any Material Asset to be
              sold under the particular Sale Motion exceeds
              $10,000,000, by publishing the Notice in the
              national edition of The Wall Street Journal.  The
              Notice also will set forth the relevant provisions
              of the Bidding Procedures.

   (e) Continued Access to Information

       After the filing of a Sale Motion, the Debtors will         
       continue to respond to, and comply with, reasonable
       requests for non-confidential information and, where
       appropriate confidentiality agreements are executed,
       requests for Initial Information and access to the Data
       Room.  Accordingly, absent extraordinary circumstances,
       requests for continuances of Sale Hearings to permit
       parties to conduct further due diligence will not be
       granted by the Debtor.

C. Auction Process

   (a) Competing Bids

       Any entity that desires to submit a competing bid for a
       Material Asset that is the subject of a Sale Motion may   
       do so in writing, provided that the bid:

       (1) is served upon the Debtors, the Debtors' counsel,
           counsel to any official creditors' committee appointed
           in the Chapter 11 cases, the Congress Financial
           Corporation's counsel, and counsel to the Term Loan
           Facility lenders in each case on or before 4:00 p.m.,
           prevailing Eastern Time, on the date that is five
           business days before the applicable Sale Hearing;

       (2) exceeds the applicable Purchase Price for the
           Material Asset by a percentage designated by the
           Debtors in the applicable Sale Motion to be between
           1% and 5%;

       (3) is on the same or more favorable terms and conditions
           as set forth in the Sale Motion for the particular
           Material Asset;

       (4) is not contingent upon any due diligence
           investigation, the receipt of financing or any board
           of directors, shareholders or other corporate or
           partnership approval;

       (5) is accompanied by proof, in a form satisfactory to the
           Debtors, of the entity's financial ability to
           consummate its offer to purchase the Material Assets;

       (6) contains an acknowledgment that promptly upon
           completion of the Auction, the successful bidder for
           the particular Material Asset will be obligated to  
           submit a Deposit and execute a Purchase Agreement
           containing terms and conditions substantially similar
           to the Purchase Agreement that is the subject of the
           Sale Motion; and

       (7) contains an acknowledgment that the bid will remain
           open and irrevocable, subject to, if applicable,
           certain conditions relating to material adverse
           changes in the business operations of the Material
           Assets and acceptable to the Debtors, until:

              -- the Court approves the sale of the particular
                 Material Asset to another entity; and

              -- the Debtors close the sale with, and receive     
                 the Purchase Price from, the entity.

    (b) The Auction

        If one or more Qualified Competing Bids are received,
        an auction will be conducted for the particular
        Material Asset at 2:00 p.m., prevailing Eastern Time,
        on the last business day before the Sale Hearing, at
        the offices of either of Debevoise & Plimpton or
        Morris, Nichols, Arsht & Tunnell.

        The Debtors will notify all bidders submitting Qualified
        Competing Bids of an Auction at least two business days
        before the Auction date.  The identities of the parties
        submitting Qualified Competing Bids and the bid amounts
        will be kept confidential until the beginning of the
        Auction.

    (c) Incremental Bids

        At an Auction, competing bidders may submit bids for the
        particular Material Asset in excess of the Purchase
        Price, plus the Initial Overbid Increment, provided
        that the competing bids, for each Material Asset:

        (1) are in increments of a percentage of the Purchase
            Price designated by the Debtors in the applicable
            Sale Motion to be between 1% and 5%; and

        (2) otherwise comply with the requirements for Qualified
            Competing Bids.

    (d) Selection of Successful Bids

        At an Auction, the Debtors may select the bid that they
        determine to be the highest and best bid for the
        particular Material Asset.  The Debtors reserve the right
        to refuse to consider the bid of any bidder that fails to
        meet any reasonable procedures established by the Debtors
        at an Auction or to submit a Qualified Competing Bid.

    (e) No Qualified Competing Bids

        If no Qualified Competing Bids are received for a
        particular Material Asset, the Debtors may determine
        that, in their sole business judgment, the Initial Bid
        is the Successful Bid and seek the Court's approval of
        the bid and the relevant Purchase Agreement without
        conducting an Auction.

D. Right to Proceed Without an Auction

   (a) No Auction

       The Debtors reserve the right under the Bidding Procedures
       to seek approval of any Purchase Agreement without
       soliciting competing bids and conducting an Auction if:

       -- in their business judgment, the Purchase Price
          represents the highest and best price for the
          particular Material Asset;

       -- the Purchase Price for the particular Material Asset
          does not exceed $2,000,000; and

       -- neither the Secured Lenders nor any official creditors'
          committee appointed in the Chapter 11 cases oppose the
          proposed transaction.

   (b) Negative Notice Procedures

       If the Debtors elect to proceed without an Auction, the
       Debtors may seek approval of the relevant Purchase
       Agreement, including the assumption, assumption and
       assignment or rejection of any executory contracts or
       unexpired leases, by filing a notice of the proposed
       transaction.  Each Transaction Notice will set forth the
       basic terms of the proposed transaction, as well as the
       proposed assumption, assumption and assignment or
       rejection of executory contracts or unexpired leases
       under the particular Purchase Agreement.  The Debtors
       will serve each Transaction Notice on:

       -- to the extent that the Transaction Notice seeks
          approval of the assumption, assumption and assignment
          or rejection of executory contracts or unexpired
          leases, each entity that is a party to the contracts
          and leases; and
  
       -- all parties who have requested notice pursuant to Rule
          2002 of the Federal Rules of Bankruptcy Procedure.  
          Parties will be given 10 days from the service date
          of the Transaction Notice to object to the request.

E. Consummation of Transactions

   (a) Court Approval at Sale Hearing

       At the Sale Hearing, the Debtors will seek:

       (1) the Court's approval of:

           -- the Successful Bid;

           -- the applicable Purchase Agreement; and
                      
           -- the proposed assumption, assumption and assignment
              or rejection of any executory contracts or
              unexpired leases under the Purchase Agreement; and

       (2) authority to consummate the transaction contemplated
           by the Purchase Agreement.

    (b) Court Approval Under Negative Notice Procedures

        If the Debtors elect to proceed with a particular
        transaction under the Negative Notice Procedures and no
        objections to the proposed transaction are filed within
        the applicable time, the Debtors' Delaware Counsel will
        file with the Court a certificate of no objection and a
        proposed order:

        (1) approving:

            -- the proposed sale of the Material Assets set forth
               in the applicable Purchase Agreement;

            -- the applicable Purchase Agreement; and

            -- the assumption, assumption and assignment or
               rejection of any executory contracts or unexpired
               leases under the applicable Purchase Agreement;
               and

        (2) authorizing the Debtors to consummate the transaction
            contemplated by the Purchase Agreement.  

    (c) Failure to Consummate With Successful Bidder

        If a proponent of a Successful Bid approved by the Court
        fails to consummate the transaction, the Debtors may
        accept the next highest and best bid as the Successful
        Bid and consummate the transaction with the proponent of
        that bid without the need for further Court approval.

    (d) Rights Upon Stay of Order

        If a party-in-interest obtains a stay of the Court's
        order approving the sale of a Material Asset, unless
        otherwise mutually agreed to by the parties to the
        applicable Purchase Agreement or ordered by the Court,
        the Debtors and the proponent of the Successful Bid will
        remain obligated to consummate the transaction
        contemplated by, and perform their obligations under, the
        Purchase Agreement. (Pillowtex Bankruptcy News, Issue No.
        51; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PROVIDIAN FIN'L: Fitch Ups Senior Unsecured Rating to B+ from B
---------------------------------------------------------------
Fitch Ratings has upgraded the senior unsecured rating of
Providian Financial Corp. to 'B+' from 'B'.

In addition, Fitch has upgraded the senior debt and individual
ratings for Providian National Bank. The Rating Outlook for
Providian and PNB has been revised to Positive from Stable.
Approximately $1.1 billion of debt is affected by this action.

The upgrade of Providian recognizes the meaningful progress
management has made in restructuring the financial and operational
fundamentals of the company. Providian has implemented more
conservative underwriting and servicing practices and sold non-
core assets, which have improved credit quality and liquidity.
Important considerations in Fitch's upgrade were improved excess
spread levels in the Providian Gateway Master Trust (PGMT), the
company's securitization trust, and PNB's ability to achieve
higher capital ratios as called for in the regulatory agreement
with the Office of the Comptroller of the Currency (OCC). The
Positive Outlook reflects Fitch's view that if Providian can
sustain improvements in credit quality and profitability, and
resolve all regulatory issues, ratings could be raised further
from their current levels.

Providian has stabilized the performance of the PGMT in terms of
excess spread levels, a key performance measure in credit card
securitizations, however, excess spread levels remain relatively
low. Fitch notes that more recent improvements in excess spread
have been impacted by one time events, although believes that
three-month average excess spread levels will likely remain in a
stable range over the near to intermediate term.

PNB met higher capital requirements at June 30, 2003 under the
written agreement with the OCC, despite a one year extension from
the OCC to June 30, 2004. PNB was originally required to achieve a
10% risk-based capital ratio, after applying higher risk weights
to subprime loans, by June 2003, although PNB received an
extension of this deadline due to the classification of accrued
interest receivable as credit enhancement, thus requiring 100%
risk-weighting. PNB exceeded the 10% requirement as of June 30,
2003, with an 11.87% risk-based capital ratio, including the
subprime guidance and AIR. It should be noted that in August 2003,
Providian sold the receivables of Providian Bank, its Utah based
industrial loan company, leaving PB with mainly cash and deposits,
and it is expected that PB will ultimately be consolidated into
PNB. While Fitch recognizes the significant progress at Providian,
the company faces meaningful challenges with respect to its credit
card business, particularly its concentrated exposure to subprime
borrowers and the intense competitive environment in prime credit
card lending. In addition, Fitch remains concerned with
Providian's weak profitability measures and the dividend
restriction between the bank and the holding company.

Although Providian has attracted higher creditworthy borrowers,
the company will focus greater marketing efforts on its 'middle'
market where competitive forces have been more rational. Providian
defines the middle market as borrowers with FICO scores between
600 and low 700's. Delinquencies and losses tend to be higher in
this segment than in prime card lending.

Profitability measures remain weak in terms of returns on assets
and equity, as well as net interest and risk-adjusted margins, and
these have been negatively impacted by the substantial liquidity
Providian has built and maintained during this challenging period.
Providian has taken a number of actions to improve profitability,
including account repricings and expense reductions, however
profitability measures are weak in Fitch's view. In terms of
expenses, Providian has worked to rationalize its cost structure
to reflect the reduced size of the receivables portfolio through
headcount reductions and closure of servicing sites.

Holding company obligations are modest over the near-term, however
Fitch believes it is important that the dividend restriction
between the bank and the holding company be lifted to improve
overall financial flexibility.

Rating Outlook revised to Positive from Stable.

                        Upgraded Ratings:

     Providian Financial Corp

        -- Senior unsecured debt to 'B+' from 'B'.

     Providian National Bank

        -- Long-term uninsured deposits to 'BB' from 'BB-';
        -- Senior debt to 'BB-' from 'B+';
        -- Subordinated debt to 'B+' from 'B-';
        -- Individual to 'C/D' from 'D'.

     Providian Capital Trust I

        -- Trust preferred stock to 'B-' from 'CCC'.

                       Affirmed Ratings:

     Providian Financial Corp.

        -- Short-term 'B';
        -- Individual 'D'.

     Providian National Bank

        -- Short-term 'B'.


QUINTILES: Corporate Credit Rating Cut to Speculative Grade
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Quintiles Transnational Corp. to 'BB-' from 'BBB-'
following the completion of a management-led buyout and removed
the rating from CreditWatch where it was placed April 11, 2003.

The outlook is stable.

"The midspeculative-grade ratings on Quintiles reflect the large
financial burden the company has assumed to fund its management-
led leveraged buyout, as well as customers' inconstant appetite
for Quintiles' services," said Standard & Poor's credit analyst
David Lugg. The ratings also reflect, however, the company's
leading position as a service provider to wealthy pharmaceutical
firms. "The company's bank loans are rated the same as the
anticipated corporate credit rating, reflecting only a marginal
likelihood of full recovery of principal in event of default or
bankruptcy," Mr. Lugg added. The credit facilities are secured by
substantially all the assets of Quintiles and its material
domestic subsidiaries, and by a pledge of stock of all domestic
subsidiaries and 65% of the stock of material non-U.S.
subsidiaries, which are direct subsidiaries of the company.

Recognizing a preferred stock held by equity investors as a
potentially significant call on financial resources, the largely
debt-financed buyout weakens lease-adjusted credit measures
dramatically. With this preferred stock included as debt, total
debt to EBITDA will rise to more than 7.0x from 1.0x, and funds
from operations to total debt will fall to about 10% from 85%.
Accordingly, the credit profile is dominated by financial
concerns.

Research Triangle Park, North Carolina-based Quintiles' role as
the leading provider of contract research and sales services to
mainly pharmaceutical customers remains undiminished. A slowdown
in research productivity, however, has led to slackening new
product launches, reducing demand for contract sales services
sharply, and slowed the growth of contract research services.
Contract renewal risk, inherent in Quintiles' business model, is
heightened given the company's strategic relationship with
Aventis S.A. (A+/positive/A-1), which constitutes 11% of net
service revenues. Still, longer-term prospects are promising. With
an increasing number of drug candidates in the middle stages of
development, it seems likely that demand for Quintiles' services
will improve in the next few years. Moreover, the company appears
to be well positioned to capitalize on changes in the Japanese
marketplace.


RAYOVAC CORP: Gets Consents Sufficient to Amend Note Indentures
---------------------------------------------------------------
Rayovac Corporation (NYSE: ROV), in connection with its previously
announced offer to purchase and consent solicitation, has received
consents sufficient to amend the indentures relating to Remington
Products Company's 11% Series B and Series D Senior Subordinated
Notes due 2006.

The deadline for the delivery of consents was 5:00 p.m., New York
City time, on September 24, 2003.  Although it is expected that
the supplemental indentures incorporating the amendments will be
executed today, the effectiveness of the amendments is
conditioned, among other things, on the closing of Rayovac's
acquisition of Remington Products, which is expected to occur on
September 30, 2003.

Rayovac commenced the offer to purchase and consent solicitation
on September 11, 2003, to purchase for cash all $180 million
outstanding principal amount of the Notes.  The tender offer will
expire at 5:00 p.m., New York City time, on October 9, 2003,
unless extended or earlier terminated.

To date, holders have tendered $9,466,000 aggregate principal
amount of Remington's 11% Series B notes (approximately 63% of the
amount outstanding) and $113,894,000 of Remington's 11% Series D
notes (approximately 69% of the amount outstanding). The tender
offer is contingent, among other things, on the closing of
Rayovac's acquisition of Remington Products.

Information regarding the pricing, tender and delivery procedures
and conditions of the tender offer and consent solicitation is
contained in the Offer to Purchase and Consent Solicitation
Statement dated September 11, 2003, and related documents.  Copies
of these documents can be obtained by contacting D.F. King & Co.,
Inc., the information agent for the tender offer and consent
solicitation, at (800) 269-6427 (toll free) or (212) 269-5550
(collect).  Banc of America Securities LLC is the exclusive dealer
manager and solicitation agent for the tender offer and consent
solicitation.  Additional information concerning the terms and
conditions of the tender offer and consent solicitation may be
obtained by contacting Banc of America Securities LLC at 888-292-
0070 (toll free) or (704) 388-4807 (collect).

With close to $1 billion in sales, Rayovac (S&P, BB- Corporate
Credit and Senior Secured Debt Ratings, Negative) has more than
doubled its revenues over the last six years and has evolved from
a predominantly North American company into a global organization
with approximately 60 percent of its sales generated from outside
the U.S.

In 1999, Rayovac acquired ROV Ltd., a Latin American battery
company that held the rights to the Rayovac name in Latin America
(except Brazil) and certain countries in the Middle East and
Africa.  This acquisition consolidated Rayovac's rights to the
Rayovac brand around the world (except Brazil), gave the company a
powerful market presence in Latin America and opened the doors to
new distribution.

In October 2002, Rayovac further expanded its global presence by
acquiring the worldwide consumer battery business of VARTA AG, a
German company with significant market positions throughout Europe
and in Latin America.

Today, Rayovac is one of the world's leading battery and lighting
device companies.  The Company also markets the number one selling
rechargeable brand of battery in the U.S. and Europe and is the
world leader in hearing aid batteries.  Rayovac trades on the New
York Stock Exchange under the ROV symbol.

Remington products are sold in more than 20,000 retail outlets in
the United States.  More than 70 percent of Remington's sales are
in North America.  Remington's core North American shaving and
grooming products business has grown 18 percent per year from 1998
through 2002. Internationally, Remington products are sold through
a network of subsidiaries and distributors in more than 85
countries.

The Remington product line includes electric rotary and foil dry
shavers for men and women, beard and moustache trimmers and
haircut kits.  They also offer personal grooming products for men
and women and small electronic appliances such as hair dryers,
stylers, hot rollers and lighted mirrors. Remington branded
products are sold in the U.S. and internationally through mass
merchandisers, catalog showrooms, drug stores, department stores,
television direct to consumers, online retailing and through the
company's network of service stores.


RICA FOODS: Fitch Withdraws Units' BB Foreign Debt Rating
---------------------------------------------------------
Fitch Ratings has withdrawn its foreign currency debt rating of
'BB', Rating Watch Negative, on the Corporacion Pipasa S.A. and
Corporacion As de Oros senior notes due 2005 issued on a joint and
several basis and guaranteed by Rica Foods Inc. Pipasa and As de
Oros are wholly-owned subsidiaries of Rica Foods. Fitch Ratings
has also withdrawn the 'BB', Rating Watch Negative, senior
unsecured foreign currency and local currency debts ratings of
Rica Foods, as the company has no other rated debt instruments
outstanding.

The rating withdrawal follows pre-payment on Friday, Sept. 19,
2003 of all amounts of interest and principal due on the notes,
totaling US$8 million, to Pacific Life Insurance Company (Pacific
Life), sole holder of the notes. The senior unsecured foreign
currency and local currency debt ratings of Rica Foods were
assigned by Fitch Ratings at the time the Pipasa and As de Oros
Notes were rated.

Rica Foods is the largest poultry producer in Costa Rica. Through
its wholly owned subsidiaries, As de Oros and Pipasa, the company
produces and sells fresh and frozen poultry, processed-chicken
products, commercial eggs and food concentrate for livestock and
domestic animals. The company supplies chicken to McDonalds,
Burger King, Subway, KFC, Taco Bell and other fast-food chains,
and distributes poultry products throughout Central America.


ROBOTIC VISION: Names Grant Thornton LLP as Independent Auditor
---------------------------------------------------------------
Robotic Vision Systems, Inc. (RVSI) (NasdaqSC: RBVEC) has named
Grant Thornton LLP as the company's independent auditor.  The
appointment is effective immediately.

"Grant Thornton brings with them an international reputation for
first-rate accounting services coupled with a superb customer
orientation," said RVSI Chairman and Chief Executive Officer Pat
V. Costa.  "We look forward to a long and rewarding relationship."

Robotic Vision Systems, Inc. (NasdaqSC: ROBVE) -- whose June 30,
2003 balance sheet shows a total shareholders' equity deficit of
about $13 million -- has the most comprehensive line of machine
vision systems available today. Headquartered in Nashua, New
Hampshire, with offices worldwide, RVSI is the world leader in
vision-based semiconductor inspection and Data Matrix-based unit-
level traceability. Using leading-edge technology, RVSI joins
vision-enabled process equipment, high- performance optics,
lighting, and advanced hardware and software to assure product
quality, identify and track parts, control manufacturing
processes, and ultimately enhance profits for companies worldwide.
Serving the semiconductor, electronics, aerospace, automotive,
pharmaceutical and packaging industries, RVSI holds approximately
100 patents in a broad range of technologies. For more information
visit http://www.rvsi.com


ROYAL & SUNALLIANCE: A.M. Best Cuts Fin'l Strength Rating to B+
---------------------------------------------------------------
A.M. Best Co. has downgraded the financial strength ratings to B+
(Very Good) from A- (Excellent) of the Royal & SunAlliance USA
Insurance Pool (North Carolina) (NYSE: RSA) and the Royal Surplus
Lines Insurance Company (Connecticut).

The surplus lines company is a wholly-owned subsidiary of Royal
Insurance Company of America, a member of the pool. The ratings
remain under review with negative implications.

The rating actions follow A.M. Best's review of the U.S. group's
business profile, portfolio uncertainties and reduced financial
flexibility following the September 4 announcement by the U.S.
group's UK parent, Royal & Sun Alliance Insurance Group plc
(RS&A), of the group's restructuring of its U.S. business. The
restructuring will include a substantial charge for loss reserves
as well as disposition of a sizable portion of the U.S. group's
mid-market commercial and personal lines business.

While the proposed restructuring in the U.S. will reduce the
group's global consolidated risk capital requirements for ongoing
business, the restructuring will negatively impact the business
profile of its U.S. operations as well as significantly erode the
capital position of R&SA's U.S. insurance entities. As a result,
the companies' ability to sustain additional adverse loss reserve
development of existing liabilities is hampered. In A.M. Best's
opinion, there is potential for additional reserve development in
light of the significant and lengthy history of reserve
deficiencies experienced by the U.S. entities. In addition, A.M.
Best no longer considers the U.S. group to be strategically
important to the UK parent, significantly reducing the U.S.
group's financial flexibility. However, the UK parent remains
committed to ensuring that the US operation's statutory surplus is
maintained at appropriate levels for regulatory purposes. A.M.
Best expects to resolve the under review status of the U.S.
ratings following a review of the group's third quarter and pro
forma full-year operating performance, capitalization and reserve
adequacy.

For a complete listing of companies with affected financial
strength ratings, please visit

      http://www.ambest.com/press/092601RSAUSA.pdf  

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source. For more
information, visit A.M. Best's Web site at http://www.ambest.com

                         *     *     *

As reported in Troubled Company Reporter's September 12, 2003
edition, Standard & Poor's Ratings Services lowered its
counterparty credit  and financial strength ratings on Royal & Sun
Alliance Insurance PLC's (R&SAIP;A-/Negative/A-2) U.S. insurance
operations to 'BB+' from 'BBB-' and removed them from CreditWatch.

Standard & Poor's also said that the outlook on RSA USA is
negative.

"The ratings were lowered to reflect Standard & Poor's view that
RSA USA's ongoing businesses could potentially be sold in the near
term," explained Standard & Poor's credit analyst Frederick
Loeloff. "In addition, the managed run-off of its discontinued
business lines will remain an earnings and liquidity drag for both
RSA USA and, indirectly, Royal & Sun Alliance Insurance Group
PLC."


SAFETY-KLEEN: Wants to Settle with Chicago on Condemnation Suit
---------------------------------------------------------------
Safety-Kleen Corp., and its debtor-affiliates ask Judge Walsh to
approve a settlement between Safety-Kleen Systems, Inc., and the
City of Chicago, in connection with the City's pending eminent
domain action.  Under the settlement, Systems will be authorized
to transfer fee simple title to the Tech Center, subject to
certain claims, encumbrances, taxes and easements.

                    Tech Center No Longer Used

Michael W. Yurkewicz, Esq., at Skadden Arps, in Wilmington,
Delaware, relates that the Tech Center consists of approximately
9.32 acres of land containing two buildings.  The main building,
containing a research facility, laboratory, training facility and
offices, was built in 1967 and covers 67,558 square feet.  The
second building -- annex -- was built in 1973, contains 6,055
square feet and was used by the Debtors for meetings, classrooms
and warehousing.  The Tech Center is adjacent to O'Hare
International Airport.

As part of the Debtors' plan to maximize the value of their
estates by closing facilities no longer necessary for their
ongoing business operations, the Debtors determined that the Tech
Center was not necessary for their reorganization.  By the end of
summer 2002, the Debtors completed vacating the Tech Center, as it
was no longer being used for their operations.

                          The Initial Offer

On July 31, 2002, the City Council of the City of Chicago adopted
an ordinance determining that the acquisition of certain
properties located near the Airport was necessary and desirable
for the expansion and improvement of the Airport.  Therefore, on
December 5, 2002, the City offered Systems $4,215,000 for
acquisition of the Tech Center, including all buildings and
improvements, free and clear of all taxes, special assessments,
liens, environmental contamination, encumbrances or claims of any
kind and nature.

Following this initial offer, Systems began negotiations for the
City's purchase of the Tech Center, as Systems believed the value
of the Tech Center was significantly greater than the compensation
provided in the initial offer.  In conjunction with Systems'
evaluation of the City's initial offer, Systems commissioned its
own appraisals.  Those appraisals valued the Tech Center between
$5.2 million to $7.25 million -- well above the amount of the
City's initial offer.

Throughout 2003, negotiations continued with the City over the
purchase price of the Tech Center, culminating in an ultimate
stalemate at which point the City decided to commence litigation
to condemn the Tech Center and seek relief from the stay to pursue
that condemnation.  The Court granted the City's request.

                             The Settlement

In July 2003, Systems and the City continued negotiations over the
purchase price of the Tech Center to avoid contentious litigation
between the parties.  After extensive negotiations, the City
agreed to:

      (a) make arrangements with Cook County, Illinois, to have:

             (i) Systems paid $5,950,000 for the Tech Center
                 within one business day after the City deposits
                 the Purchase Price with the County Treasurer of
                 Cook County, Illinois; and

            (ii) taxing authorities with outstanding real
                 property taxes secured by the Tech Center paid
                 $310,000 from the Purchase Price on account of
                 the real property taxes; and

      (b) indemnify the Debtors from all claims for damages
          relating to the property, including any environmental
          liabilities.

After payment of outstanding real property taxes, the effective
net Purchase Price for the Tech Center will be approximately
$5,640,000. (Safety-Kleen Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


TRINITY INDUSTRIES: Enhances Lease Warehouse Financing Facility
---------------------------------------------------------------
Trinity Industries, Inc. (NYSE: TRN) announced expansion of their
lease warehouse financing facility from $200 million to $300
million and extension of the facility through August 27, 2004.

The facility finances additions to Trinity's railcar lease fleet
during accumulation of a portfolio large enough to refinance on a
long- term basis. CS First Boston is the agent for the facility.

The Company has also modified the terms of debt covenants of the
Company's revolving credit & term facility to be more appropriate
for the Company's separate leasing and manufacturing operations.
JPMorgan leads the bank group.

"The confidence in our future demonstrated by our various lenders
in committing to the expansion of our facility and modification of
the covenants is most appreciated," said John Adams, Trinity's
Executive Vice President. "The covenant changes are more
appropriate for our businesses today and our borrowing capacity
has increased as a result," Adams added.

Trinity Industries, Inc. (S&P/BB/Stable/), with headquarters in
Dallas, Texas, is one of the nation's leading diversified
industrial companies.  Trinity reports five principal business
segments: the Trinity Rail Group, Trinity Railcar Leasing and
Management Services Group, the Inland Barge Group, the
Construction Products Group and the Industrial Products Group.
Trinity's Web site may be accessed at http://www.trin.net


UNIFORET INC: Firms-Up Plan of Arrangement Under CCAA in Canada
---------------------------------------------------------------
Uniforet Inc., and its subsidiaries, Uniforet Scierie-Pate Inc.
and Foresterie Port-Cartier Inc., announced that, as announced on
August 8, 2003, the different payments provided by its plan of
arrangement pursuant to the Companies' Creditors Arrangement Act
(Canada), including the issuance of shares in settlement of the
Canadian convertible debentures, will be finalized within the next
days.

The Company has already issued the new notes on August 8, 2003, in
replacement of the previously issued notes.

Furthermore, the Company has announced that a group of US
Noteholders have, on September 25, 2003, applied to the Supreme
Court of Canada to seek leave to appeal the judgment rendered by
the Court of Appeal on July 24, 2003, which judgment has refused
leave to appeal the decision rendered by Quebec Superior Court on
May 16, 2003, sanctioning and approving the Company's plan of
arrangement. Essentially, this application from a group of US
Noteholders seeks a partial modification of what has been offered
to their class of creditors without staying the implementation of
the Company's plan of arrangement which, in fact, is effective as
of August 8, 2003. The Company intends to contest vigorously such
application by this group of US Noteholders.

Uniforet Inc. is a forest products company which manufactures
softwood lumber. It carries on its business through its
subsidiaries located in Port-Cartier and in the Peribonka area in
Qu,bec. Uniforet Inc.'s securities are listed on The Toronto Stock
Exchange under the trading symbol UNF.A, for the Class A
Subordinate Voting Shares.


UNITED COMPONENTS: Names Charlie Dickson Chief Financial Officer
----------------------------------------------------------------
United Components, Inc., one of the country's largest and most
diversified automotive parts manufacturers, has named Charlie
Dickson Chief Financial Officer and a member of its Board of
Directors.

Mr. Dickson succeeds John Ritter, the company's Interim CFO, and
assumes overall responsibility for UCI's corporate finance
function.

"We are very pleased that Charlie has joined the Company," said
Bruce Zorich, CEO of UCI. "Charlie brings to the organization a
fifteen year history of senior financial and operating executive
experience. We believe that he will have an immediate positive
impact on the financial management of our operations."

Mr. Dickson , 48, was formerly with AGENCY.COM, an Internet
services company, where he was Chief Financial Officer. From 1997
to 1999, he served as Chief Financial Officer of Winstar
Communications, a wireless provider of local telecommunications
services. From 1994 to 1997 Mr. Dickson was Chief Financial
Officer of General Instrument Corporation, a $2 Billion global
manufacturing company with market positions in cable TV networks,
satellite TV networks, coaxial cable and discrete electrical
components. From 1984 to 1993, Mr. Dickson held several senior
finance positions with MCI Communications, including Vice
President of Finance for multiple operating divisions. Mr. Dickson
earned his B.A. degree from Clark University and his M. A. degree
from the University of California at Berkeley.

United Components (S&P, BB- Corporate Credit Rating, Stable
Outlook) is a leading worldwide manufacturer and distributor of
automotive parts and components, supplying a broad range of
filtration products, fuel and cooling systems, engine management
systems, driveline components and lighting systems to the
aftermarket and specialized original equipment channels. The
company has approximately $900 million in revenues and 6,800
employees. UCI is owned by The Carlyle Group, a global private
equity based in Washington, DC.


US AIRWAYS: Wants Additional Time to Challenge Tort Claims
----------------------------------------------------------
The Reorganized US Airways Debtors ask the Court to extend the
deadline to object to administrative claims with respect to
postpetition personal injury or wrongful death claims.  The
Reorganized Debtors want to extend the deadline to and including
January 25, 2004 at 11:59 p.m., prevailing Eastern Time.  

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom, in Chicago, Illinois, explains that, pursuant to the Plan,
the Reorganized Debtors have until September 29, 2003 to file
objections to general postpetition administrative claims.  The
Plan was modified to extend the bar date for filing Administrative
Tort Claims, but the objection deadline for such Claims was not
similarly extended.  Administrative Tort Claimants have until
September 27, 2003 to file Administrative Tort Claims.  As it
stands, the Claims Objection Deadline will occur just two days
after the bar date for filing Administrative Tort Claims.

"It follows that a reasonable objection period should be allotted
for Administrative Tort Claims to correct the inadvertent
procedural omission," Mr. Butler says.

Mr. Butler tells the Court that the extension would allow the
Reorganized Debtors better opportunity to analyze and resolve the
Administrative Tort Claims filed in their cases.

Judge Mitchell will consider the Debtors' request at a hearing on
October 23, 2003 at 9:30 AM. (US Airways Bankruptcy News, Issue
No. 38; Bankruptcy Creditors' Service, Inc., 609/392-0900)


WABASH NAT'L: Completes Sale of Certain Assets to Aurora Trailer
----------------------------------------------------------------
Aurora Trailer Holdings, LLC announced the closing of the
acquisition of substantially all of the assets of Wabash National
Corporation's (NYSE: WNC) trailer leasing and rental business and
its wholesale aftermarket trailer parts distribution operation.

Aurora is a company formed by Jefferies Capital Partners and
former and current members of the acquired businesses' management
teams led by Derek Nagle, who will serve as President and CEO of
Aurora.  Mr. Nagle most recently served as President of several
Wabash businesses with revenues of over $300 million, including
the two businesses being acquired. Mr. Nagle has over 30 years of
experience in the truck trailer industry, including the
manufacturing, rental, leasing, retail and aftermarket parts
segments.

Aurora Trailer Leasing and Rental, with a fleet of over 9,500
units, rents and leases over-the-road truck trailers to a variety
of transportation companies, manufacturers and retailers through a
network of 30 rental centers located throughout North America. In
addition, Aurora is also developing a network of sales and
consignment outlets for the remarketing of used equipment.

Aurora Parts and Accessories is a leading marketer of aftermarket
and replacement parts and accessories for truck trailers and is
the exclusive distributor of Wabash(TM) branded aftermarket
products in North America. Aurora Parts and Accessories
distributes its products to for-hire carriers, private fleets,
leasing companies, vehicle repair and services shops,
trailer/truck dealerships and related equipment customers.

"The management team and all Aurora employees are extremely
excited about the opportunities to build on the successes of these
businesses," stated Mr. Nagle.  "We are focused on the goals of
delivering innovative, value-added products and services to our
customers.  We will endeavor to clearly differentiate ourselves
from the competition by offering cost saving solutions to our
customers. We also look forward to the opportunity of continuing
our partnership with Wabash National Corporation."

"We are pleased to have the opportunity to partner with Derek and
the management team in acquiring these assets," said Brian
Friedman, President of Jefferies Capital Partners.  "We believe
Aurora has exceptional opportunities to develop its business and
we look forward to working closely with management to achieve this
potential."

Jefferies Capital Partners is a private equity group associated
with Jefferies Group, Inc. (NYSE: JEF).  Jefferies Capital
Partners, with more than $600 million in funds under management,
continues the business of FS Private Investments. Jefferies
Capital Partners makes private equity and equity-linked
investments in management buyout, industry consolidation,
recapitalization and growth equity opportunities in middle market
companies in industries in which its investment team has
established expertise. Focus industries include: business
services, consumer, education, energy, financial services,
healthcare, industrial manufacturing, media, telecommunications
and transportation. In the transportation, distribution and
logistics industry, funds managed by Jefferies Capital Partners
currently own interests in Arnold Transportation Services, Inc.,
Charette LLC, K-Sea Transportation LLC and IDB Shipping.

Wabash National Corp.'s March 31, 2003 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $205 million.

As reported in Troubled Company Reporter's April 16, 2003 edition,
Wabash National completed the amendment of its credit facilities,
which includes its revolving line of credit, its senior notes, its
receivables facility and its lease facility. The amendment revises
certain of the Company's financial covenants and adjusts downward
the required monthly principal payments during 2003.

In another previous report, the Company said it was not prepared
to predict that first quarter results, or any other future
periods, would achieve net income, and did not expect to announce
further results before the first quarter would be completed, given
the softness in demand and other factors.

The Company remains in a highly liquidity-constrained environment,
and even though its bank lenders have waived current covenant
defaults, there is no certainty that the Company will be able to
successfully negotiate modified financial covenants to enable it
to achieve compliance going forward, or that, even if it does, its
liquidity position will be materially more secure.


WABASH NAT'L: Fleet Capital Provides Asset-Based Credit Facility
----------------------------------------------------------------
Fleet Capital Corporation, one of the nation's largest asset-based
lenders, agented a $222 million senior secured credit facility to
Wabash National Corporation (NYSE: WNC), a leading manufacturer of
truck trailers in North America.

The loan will be used to refinance existing debt and for working
capital and general corporate purposes. Fleet Capital also
provided letters of credit. The facility was underwritten by Fleet
Securities, Inc.

"This new more favorable financing represents the final step in
the complete recapitalization of the company," said Wabash
treasurer Christopher A. Black. "This refinancing will serve to
reduce our borrowing costs dramatically."

"We structured a senior credit facility that maximizes the
company's liquidity, positions it for an improving industry
environment and reduces the size of its bank group," said Fleet
Capital President and CEO James G. Connolly. "Wabash now has an
asset-based loan structure with fewer, less restrictive covenants
and greater financial flexibility."

"Fleet's knowledge of the transportation industry and the debt
market environment allowed us to successfully syndicate this deal
with favorable terms and pricing," said Fleet Securities managing
director Steve DeMenna.

Headquartered in Lafayette, Indiana, Wabash National Corporation
(www.wabashnational.com) designs and manufactures a complete line
of truck trailers. The company markets its trailers directly,
through independent retailers and through company-owned retail
locations. Wabash has the largest distribution system of any North
American company selling new and used trailers, aftermarket parts
and maintenance service.

Fleet Capital Corporation, which has 23 offices located throughout
the United States, provides asset-based loans and a broad array of
capital markets products to middle-market companies in North
America and their foreign subsidiaries. It also provides access to
cash management, foreign exchange and derivative products and
services. Fleet Capital is part of FleetBoston Financial (NYSE &
BSE: FBF), a diversified financial services company with assets of
$197 billion. The company offers an array of financial solutions
to over 18 million individual, corporate, and institutional
customers. For more information about Fleet Capital, visit
http://www.fleetcapital.com/pr
    
Wabash National Corp.'s March 31, 2003 balance sheet shows that
its total current liabilities exceeded its total current assets
by about $205 million.

As reported in Troubled Company Reporter's April 16, 2003 edition,
Wabash National completed the amendment of its credit facilities,
which includes its revolving line of credit, its senior notes, its
receivables facility and its lease facility. The amendment revises
certain of the Company's financial covenants and adjusts downward
the required monthly principal payments during 2003.

In another previous report, the Company said it was not prepared
to predict that first quarter results, or any other future
periods, would achieve net income, and did not expect to announce
further results before the first quarter would be completed, given
the softness in demand and other factors.

The Company remains in a highly liquidity-constrained environment,
and even though its bank lenders have waived current covenant
defaults, there is no certainty that the Company will be able to
successfully negotiate modified financial covenants to enable it
to achieve compliance going forward, or that, even if it does, its
liquidity position will be materially more secure.


WESTPOINT STEVENS: 11 Company Officers Seek Defense Cost Funding
----------------------------------------------------------------
Eleven officers and directors of WestPoint Stevens, Inc. ask the
Court to approve a defense funding under an Executive and
Organization Liability Insurance Policy issued to them and to
WestPoint Stevens by National Union Fire Insurance Co. of
Pittsburgh, Pa., a division of American International Companies:

     Holcombe T. Green, Jr.
     Morgan M. Schuessler
     William F. Crumley
     Dale C. Williams
     Thomas J. Ward
     M. Katherine Dwyer
     Hugh M. Chapman
     John F. Sorte
     John H. Hudson
     Charles W. McCall
     Gerald B. Mitchell

Ms. Dwyer, Mr. Chapman, and Mr. Sorte are current directors while
the rest are former officers and directors of the Debtors.  All
of them were targeted as defendants in several securities fraud
and derivative actions brought by WestPoint's disappointed common
stockholders.  From the time the Securities Lawsuits were filed,
the Debtors paid all defense costs incurred.  Pursuant to the
Liability Insurance Policy, National Union is only liable for the
amounts of loss, including defense costs, in excess of the
$1,000,000 retention amount.

As of the Petition Date, defense costs for the Securities
Lawsuits are approximately $519,000.00, thus, National Union has
not yet been required to expend funds under the Liability
Insurance Policy.  National Union notified the D&Os that they
needed to obtain the Court's approval prior to any release of the
Liability Insurance Policy proceeds, for defense costs or
otherwise.  National Union represented that upon entry of a Court
order lifting the automatic stay, it will pay the D&Os' defense
costs in the Securities Lawsuits without requiring the remaining
retention amounts to be paid.  However, National Union will file
a general, unsecured claim for the remaining retention payment it
will pay on the Debtors' behalf.

                      The Securities Lawsuit

(1) Securities Class Action

    On October 5, 2001, Mr. Green, Mr. Schuessler, Mr. Crumley,
    Mr. Ward, Mr. Williams, Mr. McCall and the Debtors were
    defendants in a purported stockholder class action filed in
    the United States District Court for the Northern District of
    Georgia.  The stockholders allege that the defendants caused
    false and misleading statements regarding, inter alia,
    overcapacity and excessive inventories of the Debtors' towel-
    related products and customer demand, and that they
    wrongfully sold or pledged stock at inflated prices.  The
    complaint also includes the press releases and the quarterly
    and annual reports filed with the Securities Exchange
    Commission, which discussed results and forecasts for the
    fiscal years 1999 and 2000.  The stockholders allege that
    these reports failed to disclose that sales would be
    adversely affected in future quarters and years.  The
    stockholders also allege that revenues were overstated by
    making premature shipments of products.

(2) Georgia Derivative Action

    On March 11, 2002, Mr. Green, Mr. Crumley, Mr. Ward, Mr.
    Schuessler, Mr. McCall, Mr. Williams, Mr. Mitchell and the
    Debtors were defendants in another shareholder suit filed in
    the Superior Court of Fulton County in the State of Georgia.
    The Georgia Derivative Action alleges that the defendants
    acted in bad faith and wasted corporate assets.

    Pursuant to an agreement of counsel, on June 7, 2002, the
    Superior Court of Georgia entered a Consent Order for Stay of
    Litigation pending the outcome of the Class Action
    Defendants' Motions to Dismiss.  After the denial of these
    Motions to Dismiss, the Superior Court of Georgia entered a
    Consent Agreement for Stay of Litigation Discovery pending
    the outcome of the Class Action.

(3) Delaware Derivative Action

    On July 1, 2002, Mr. Green, Ms. Dwyer, Mr. Chapman, Mr.
    Sorte, Mr. Hudson, Mr. Mitchell, Mr. Ward, Mr. McCall and the
    Debtors were defendants in a civil action filed in the Court
    of Chancery in the State of Delaware.  The Delaware
    Derivative Action alleges that the defendants breached
    fiduciary duties and knowingly or recklessly failed to
    exercise oversight responsibilities to ensure financial
    reporting integrity.  The claims are based on similar facts
    alleged in the Class Action.

    Similar to the Georgia Derivative Action, the Delaware Court
    entered a Stipulation and Order for Stay of Litigation
    pending the outcome of the Class Action Defendants' Motions
    to Dismiss on August 21, 2002.  Subsequent to the denial of
    these motions, the Delaware Court entered a Stipulation and
    Order for Stay of Discovery pending the outcome of the Class
    Action.

At present, the Class Action, pending in the Northern District of
Georgia, is the sole active and ongoing case. (WestPoint
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
609/392-0900)  


WHEELING PITTSBURGH: Breaks Ground for Ohio Electric-Arc Furnace
----------------------------------------------------------------
Wheeling-Pittsburgh Steel Corporation formally broke ground Friday
for the $114.9 million Electric-Arc Furnace at its Mingo Junction,
Ohio plant.

"We are extremely excited to be moving forward on this project,"
said James G. Bradley, president and CEO of Wheeling-Pittsburgh
Steel Corporation. "The EAF will make Wheeling-Pittsburgh one of
the most productive steel plants in the world."

The EAF will replace one of the company's two operating blast
furnaces and is a major component of the company's long-term plan
to remain competitive in the global steel market. Bradley
explained that the new EAF ensures the company's future by
providing new technology that reduce costs, helps insulate the
company from the impact of business downturns and significantly
reduces capital investment requirements in the future to maintain
operations.

Bradley explained that an EAF typically uses recycled scrap steel
and scrap alternatives as 100 percent of its feedstock. However,
once the 14-month long project is completed, the Mingo Junction
Plant will have the capability to feed both scrap and liquid iron
stock from its remaining blast furnace into its EAF. The EAF
process provides the company with the flexibility to change the
metallic inputs to the EAF in response to the price of inputs in
the market place. This enables the company to produce steel at the
lowest possible cost.

Attending the ground breaking were local, state, and federal
officials from both Ohio and West Virginia. Speakers at the event
included West Virginia Governor Bob Wise, West Virginia Senator
Jay Rockefeller, Ohio Congressman Bob Ney, Ohio Congressman Ted
Strickland and Ohio Department of Development Director Bob
Johnson.


WHEELING-PITTSBURGH: Court OKs BOC Group Gas Dispute Settlement
---------------------------------------------------------------
Pursuant to an existing Product Supply Agreement entered into
between Wheeling-Pittsburgh Steel Corp., and BOC, BOC provides
WPSC with certain gases and related services.  On May 16, 2001,
BOC filed a proof of claim for $1,471,863.92 in WPSC's bankruptcy
proceedings for amounts due to it under the existing Product
Supply Agreement.  On May 7, 2003, BOC asked the Court to allow
its administrative expense claims totaling $2,581,490.  WPSC
objected to the request.

                     The Adversary Proceedings

On November 12, 2002, WPSC filed two separate adversary
complaints, one against BOC and another against BOC Edwards, Co.,
a subsidiary of BOC. In the adversary proceedings, WPSC sought to
avoid and recover certain alleged preferential transfers under the
Bankruptcy Code, and asked the Court to disallow certain claims,
including BOC's prepetition claim. BOC and BOC Edwards, Co. raised
significant defenses to both adversary proceedings.

BOC and WPSC have negotiated an amended BOC Contract to conform to
WPSC's expected post-confirmation needs so that WPSC may assume
the contract.  The Parties have also negotiated a settlement
concerning their remaining disputes.

                       The Amended Settlement

By this motion, the Debtors ask the Court to approve an amended
settlement agreement reflecting "further negotiations" with the
BOC Group.  According to James M. Lawniczak, Esq., at Calfee
Halter & Griswold LLP, in Cleveland, Ohio, the parties agreed
that:

       (1) Pursuant to the Amended BOC Contract and the
           Stipulation, in addition to the amounts due under
           the Amended BOC Contract, BOC will be paid
           $1,977,925.00 in six monthly installments at
           $329,654.00 each in full satisfaction of all amounts
           sought pursuant to BOC's prepetition claims and its
           administrative expense motion; and

       (2) In the Amended BOC Contract and the Stipulation, the
           Parties also have agreed to release all other claims
           against each other.  This means that:
  
              (i) BOC will not be entitled to or allowed any
                  unsecured claim in class 7 in the WPSC
                  bankruptcy proceedings based on the proof of
                  claim it filed, and

             (ii) WPSC will dismiss the adversary proceedings
                  against BOC.

Mr. Lawniczak tells the Court that WPSC determined to dismiss the
adversary proceedings because BOC and BOC Edwards Co. would not
agree to the Amended BOC Contract if the adversary proceedings
were not dismissed.  "The dismissal and accompanying settlement
obviates the need for further costly litigation of the underlying
disputes," Mr. Lawniczak says.

WPSC believes that the agreements represent a fair settlement of
the claims totaling $4,053,353.92 filed by BOC and the settlement
and amended contract assures WPSC of continued supply of the
products and services provided by BOC that are necessary to its
continued operations.

Judge Bodoh promptly approves the parties' settlement agreement.
(Wheeling-Pittsburgh Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 609/392-0900)  


WILMINGTON REXFORD: Hires Beckstead and Watts as New Accountants
----------------------------------------------------------------
Kaufman, Rossin & Co., P.A., previously the independent auditors
for Wilmington Rexford, Inc., resigned as of August 28, 2003. On
September 22, 2003, the Board of Directors of the Company approved
the engagement of Beckstead and Watts, LLP to audit the financial
statements for the fiscal year ended September 30, 2003.

The audit report of Kaufman, Rossin & Co., P.A. on the financial
statements of the Company as of, and for, the fiscal year ended
September 30, 2002 contained a separate paragraph stating:  "The
accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As
discussed  in Note 2, the Company has incurred substantial losses
and negative cash flows from operations since inception.  In the
absence of achieving positive cash flows from operations or
obtaining additional debt or equity financing, the Company may
have difficulty meeting obligations. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.  Management's plans are also discussed in Note 2.  
The financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets, or
the amounts and  classification of liabilities that might be
necessary in the event the Company can not continue in existence."


WOMEN FIRST HEALTHCARE: Enters into Pact with Target Software
-------------------------------------------------------------
Women First HealthCare Inc. (Nasdaq: WFHC) has entered into a
comprehensive agreement with Target Software to automate its field
sales force using the Target SFA software.

Saundra Pelletier, VP-Pharmaceuticals said, "Our strategic shift
towards an expanded sales force and the coverage of both
dermatologists and Ob/Gyns will be better controlled through the
implementation of Target SFA. This tool will also allow us to
further grow our prescriptions for both Esclim and Vaniqa with
more timely data. We've been interested in automating our field
sales force for quite some time and this will reduce our
dependence on outside service providers, help to eliminate
inefficient paper processes, and ultimately help us increase the
market share for our products with greater management control. The
investment in automation further demonstrates our commitment to
full PDMA compliance and to the growth of our sales organization.
This is the latest step in our ongoing strategy to become a more
nimble, cutting-edge sales team."

The Women First HealthCare sales force will be deployed on Target
SFA in January 2004.

Women First markets Esclim(TM) (estradiol transdermal system)
exclusively in the U.S. under a distribution and licensing
agreement with Laboratoires Fournier SA of France. Its active
ingredient is estradiol, the principal form of estrogen produced
naturally by a woman's ovaries during the reproductive years. The
Esclim(TM) transdermal patch system offers maximum dosing
flexibility with five dosage options (0.025, 0.0375, 0.05, 0.075,
and 0.1 mg/day) and is applied twice weekly. Esclim(TM) provides a
unique ethylene vinyl acetate matrix system with flexible foam
backing to assure suppleness that follows the movements of a
woman's skin.

Esclim(TM) is approved by the U.S. Food and Drug Administration
for the treatment of vasomotor menopausal symptoms such as hot
flashes and night sweats.

The most commonly reported side effects of Esclim(TM) are those
typical of estrogen replenishment therapy: breast tenderness,
headache, nausea, and abdominal pain. Estrogens have been reported
to increase the risk of endometrial carcinoma in postmenopausal
women. Estrogens are contraindicated in patients with known or
suspected pregnancy, undiagnosed abnormal genital bleeding, known
or suspected breast cancer, known or suspected estrogen-dependent
neoplasia, or active thrombophlebitis or thromboembolic disorders.

Women First HealthCare Inc. (Nasdaq: WFHC) is a San Diego-based
specialty pharmaceutical company. Founded in 1996, its mission is
to help midlife women make informed choices regarding their health
care and to provide pharmaceutical products -- the company's
primary emphasis -- and lifestyle products to meet their needs.
Women First HealthCare is specifically targeted to women age 40+
and their clinicians. Further information about Women First
HealthCare can be found online at http://www.womenfirst.com About  
Us and Investor Relations.

Target Software -- http://www.targetsfa.com-- founded in 1991, is  
a provider of mobile sales force automation and sample
accountability solutions for the pharmaceutical industry. The
Target SFA suite features Target Mobile, a family of state-of-the-
art mobile sales solutions for the Pocket PC, Windows, Web and
Tablet PC platforms. Target BackOffice is Target Software's fully
PDMA-compliant and validated call reporting and sample
accountability solution.

At June 30, 2003, the Company's balance sheet shows a working
capital deficit of about $7 million, while total net
capitalization dropped to about $15 million from $46 million six
months ago.

As reported in Troubled Company Reporter's May 15, 2003 edition,
Women First HealthCare Inc. received $2.5 million of new capital
through a private placement of its common stock and completed
agreements to obtain waivers of past defaults and restructure the
terms of both its $28.0 million principal amount of senior secured
notes and convertible redeemable preferred stock issued to finance
the company's acquisition of Vaniqa(R) Cream.


WORKBENCH FURNITURE: Hires DJM to Market All Store Locations
------------------------------------------------------------
DJM Asset Management, LLC has been retained as real estate advisor
to dispose of leases for Workbench Furniture which filed for
protection under Chapter 11 of the U.S. Bankruptcy Code.

With this filing, WORKBENCH FURNITURE has commenced a process to
sell and/or close 27 retail locations located throughout New York,
New Jersey, Connecticut, Maryland, Massachusetts, Michigan, North
Carolina, Pennsylvania and Virginia. Also being made available are
their two warehouses located in Raleigh, NC and Bayone, NJ. All of
the real estate available are leasehold interests in those
properties with all locations scheduled to be made available no
earlier than October 15, 2003 and no later than December 1, 2003.

"The locations that we are marketing include properties of between
1,920 s.f. to 24,632 s.f. in central business districts, free
standing buildings and strip center locations," said Emilio
Amendola, Principal of DJM. "Much of the attention will be focused
on the 470 Park Avenue South store in Manhattan, NY which is a
high-profile location with a long lease term and below-market
rent. Other impact stores include Greenwich, CT, Carle Place, NY,
Paramus, NJ and Natick, MA. These are locations with below-market
lease terms and already generating a lot of interest. We welcome
any and all inquiries."

To obtain information on specific Workbench Furniture locations
contact James Avallone or Benjamin Gould at 631-752-1100. Detailed
lease information on all properties, demographics and other
information is 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.


WORLDCOM INC: NLPC Says Momentum Building in States vs. Worldcom
----------------------------------------------------------------
The National Legal & Policy Center (NLPC) praised state officials
who are demonstrating to their constituents that they plan to hold
corporate criminals accountable. Over the past month, many states
have taken administrative, legislative and legal action against
corporations like MCI/WorldCom -- who have perpetrated numerous
offensives against employees and shareholders.

Among the actions taken:

* Close to twenty states filed claims with the court overseeing
  MCI/WorldCom's bankruptcy proceeding in an effort to gain time
  to investigate allegations that the company used a Delaware
  shell subsidiary in a scheme to avoid paying billions of dollars
  in state income taxes.

* On August 27, Oklahoma Attorney General Drew Edmondson filed
  criminal charges against MCI and former senior executives for
  violations of the Oklahoma Securities Act.

* On August 20, the State of Indiana suspended MCI from
  contracting with all state agencies.

* On September 12, Arkansas Governor Mike Huckabee sent a letter
  to the Arkansas Department of Finance and Administration
  instructing the agency to open an investigation into whether to
  initiate debarment proceedings against MCI/WorldCom. Debarment
  would ban the company from contracting with the state.

* In New York, State Senator Charles Fuschillo has introduced
  legislation to ban corporations like MCI/WorldCom from state and
  local contracts if, during the previous five years, there has
  been a felony conviction involving the firm (or its officers)
  for securities violations or if the company filed for bankruptcy
  protection because of accounting fraud. Connecticut State
  Senator William Aniskovich has also pledged to introduce a
  similar bill during that state's next legislative session.

In reaction to the flurry of state activity, NLPC Chairman Ken
Boehm stated, "It's clear that patience at the state level has
worn out -- and for good reason. State officials have grown tired
of watching a corporation that victimized investors and taxpayers
for billions of dollars be treated with kid gloves by federal
agencies."

In stark contrast to the decisive action being taken or planned by
state officials, it took the federal government's General Services
Administration over a year to decide that MCI/WorldCom should be
suspended from taxpayer funded contracts. And that penalty is
still only temporary. The GSA has yet to implement its proposed
debarment that would bar the company from future contracts for at
least a couple years.

In the interim period after MCI/WorldCom's announcement of
accounting irregularities and the GSA's suspension, the company
was awarded somewhere between $800 million and $1.2 billion in
government contracts and received at least $300 million in IRS
refunds for taxes paid on income the company falsely reported in
the first place.

"Up until very recently, the federal government seemed more
interested in quietly bailing out MCI/WorldCom than with actually
punishing the company in a manner commensurate with its crimes.
While state pension funds and shareholders may never get their
money back, we are thankful that state leaders are determined to
see that their citizens get some measure of justice," said Boehm.

               NLPC and the MCI/WorldCom Scandal

NLPC has been a leading critic of the failure of federal and state
governments to effectively punish MCI/WorldCom for committing the
largest corporate fraud in U.S. history. Ken Boehm has been quoted
by the Associated Press, Los Angeles Times, National Public Radio
and numerous other publications on various issues related to the
MCI/WorldCom scandal.

Based in Falls Church, Virginia, the NLPC promotes ethics,
openness and accountability in government through research,
education and legal action. NLPC distributes the Code of Ethics
for Government.


ZIFF DAVIS: Appoints Martha Schwartz VP Custom/Conference Group
---------------------------------------------------------------
In support of its strong commitment in helping corporate marketers
attract new customers and accelerate the buying process through
face-to-face conferences, Ziff Davis Media promoted Martha
Schwartz to Vice President of its Custom/Conference Group.  The
group produces over 120 annual customer driven face-to-face CIO
roundtables, workshops and conferences that bring together senior-
level IT buyers and technology influencers.

Ms. Schwartz was previously Group Sales Director for Ziff Davis'
Enterprise Group, responsible for integrated sales and marketing
efforts including conferences, on behalf of eWEEK, Baseline and
Ziff Davis CIO Insight magazines.  Ms. Schwartz brings more than
15 years of experience in sales and marketing to the position. She
will continue to report to Sloan Seymour, Senior Vice President,
Ziff Davis' Enterprise Group.

"Martha is an experienced and custom-focused sales professional
who understands the needs of our customers," said Sloan Seymour.
"Her insight and proven track record developing integrated sales
and marketing programs has produced significant ROI opportunities
for corporate and product marketers. With Martha at the helm, the
Custom/Conference Group is poised for continued growth and
success."

As Vice President of the Custom/Conference Group, Ms. Schwartz
will lead Ziff Davis' growing portfolio of focused, customized
conference products and services, across all of the company's
market-leading publications. Leveraging all of Ziff Davis' highly
qualified subscriber-based audience, the group helps enterprise
and medium size customers understand the needs of their top
prospects, while at the same time generating significant sales
leads. Additionally, the group will continue to expand on their
successful branded, sponsored events -- The Baseline ROI Forum,
The CIO Insight IT Alignment Summit, The eWEEK Excellence Awards,
PC Magazine's Awards for Technical Excellence and The Ziff Davis
Media Electronic Gaming Summit.

Since its inception two years ago, the Custom/Conference Group has
built a fantastic reputation as a leading authority on face-to-
face conferences and branded, sponsored events -- increasing
revenue four-fold vs. year ago.  The group will work in tandem
with the recently announced Ziff Davis Event Marketing Group,
which will develop comprehensive and groundbreaking larger
community events.  Now, Ziff Davis has the capacity to deliver
significant ROI opportunities for corporate and product marketers
through the combination of new products and existing conference
marketing solutions.

Ms. Schwartz has a proven track record of delivering superior
customer experience and profitability. Ms. Schwartz was previously
Associate Publisher for Windows NT/2000 Magazine and Network.
Prior to this position she was Associate Publisher of Windows
Magazine, where she bolstered sales over 20 percent and increased
market share by 5 percent. She began her career as a sales
representative for Electronic Buyers News, where she won several
sales awards for the most accounts sold and highest percentage
sales growth.

Ms. Schwartz holds a Bachelor of Arts degree from Syracuse
University.

Ziff Davis Media Inc. (S&P, CCC Corporate Credit Rating) --
http://www.ziffdavis.com-- is a special interest media company  
focused on the technology and electronic video game markets. In
the United States, the company publishes 10 industry leading
business and consumer magazines: PC Magazine, eWEEK, Baseline, CIO
Insight, Electronic Gaming Monthly, Computer Gaming World,
Official U.S. PlayStation Magazine, GameNow, Xbox Nation and GMR.
There are 39 foreign editions of Ziff Davis Media's publications
produced and distributed in over 70 countries worldwide. In
addition to producing Web sites for all of its magazines, the
Company develops tech enthusiast sites such as ExtremeTech.com.
Ziff Davis Media provides custom publishing and end-to-end
marketing solutions through its Integrated Media Group, industry
analyses through Ziff Davis Market Experts and produces eSeminars
and webcasts. For more information, visit http://www.ziffdavis.com


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                Total
                                Shareholders  Total     Working
                                Equity        Assets    Capital
Company                 Ticker  ($MM)          ($MM)     ($MM)
-------                 ------  ------------  -------  --------
Alliance Imaging        AIQ         (39)         683       43
Akamai Technologies     AKAM       (168)         230       60
Alaris Medical          AMI         (32)         586      173
Amazon.com              AMZN     (1,353)       1,990      550
Aphton Corp             APHT        (11)          16       (5)
Arbitron Inc.           ARB        (100)         156       (2)
Alliance Resource       ARLP        (46)         288      (16)
Atari Inc.              ATAR        (97)         232      (92)
Actuant Corp            ATU         (44)         295       18
Avon Products           AVP         (91)       3,327       73
Saul Centers Inc.       BFS         (13)         389      N.A.
Blount International    BLT        (369)         428       91
Cincinnati Bell         CBB      (2,104)       1,467     (327)
Cubist Pharmaceuticals  CBST         (7)         221      131
Choice Hotels           CHH        (114)         314      (37)
Columbia Laboratories   COB          (8)          13        5
Campbell Soup Co.       CPB        (114)       5,721   (1,479)
Caraco Pharm Labs       CPD         (20)          20       (2)
Centennial Comm         CYCL       (579)       1,447      (98)
Echostar Comm           DISH     (1,206)       6,210    1,674
D&B Corp                DNB         (19)       1,528     (104)
Graftech International  GTI        (351)         859      108
Hexcel Corp             HXL        (127)         708     (531)
Integrated Alarm        IASG        (11)          46       (8)
Imax Corporation        IMAX       (104)         243       31
Imclone Systems         IMCL       (186)         484      139
Gartner Inc.            IT          (29)         827        1
Journal Register        JRC          (4)         702      (20)
KCS Energy              KCS         (30)         268      (16)
Kos Pharmaceuticals     KOSP        (75)          69      (55)
Lodgenet Entertainment  LNET       (101)         298       (5)
Level 3 Comm Inc.       LVLT       (240)       8,963      581
Memberworks Inc.        MBRS        (21)         281     (100)
Moody's Corp.           MCO        (327)         631     (190)
McDermott International MDR        (417)       1,278      154
McMoRan Exploration     MMR         (31)          72        5
Maguire Properti        MPG        (159)         622      N.A.
MicroStrategy           MSTR        (34)          80        7
Northwest Airlines      NWAC     (1,483)      13,289     (762)
ON Semiconductor        ONNN       (525)       1,243      195
Petco Animal            PETC        (11)         555      113
Primedia Inc.           PRM        (559)       1,836     (248)
Primus Telecomm         PRTL       (168)         724       65
Per-Se Tech Inc.        PSTI        (39)         209       32
Qwest Communications    Q        (1,094)      31,228   (1,167)
Rite Aid Corp           RAD         (93)       6,133    1,676
Ribapharm Inc           RNA        (363)         199       92
Sepracor Inc            SEPR       (392)         727      413
St. John Knits Int'l    SJKI        (76)         236       86
Solutia Inc.            SOI        (249)       3,342     (231)
I-Stat Corporation      STAT          0           64       33
Town and Country Trust  TCT          (2)         504      N.A.
Tenneco Automotive      TEN         (75)       2,504      (50)
Thermadyne Holding      THMD       (665)         297      139
TiVo Inc.               TIVO        (25)          82        1
Triton PCS Holdings     TPC         (60)       1,618      173
UnitedGlobalCom         UCOMA    (3,040)       5,931   (6,287)
United Defense I        UDI         (30)       1,454      (27)
Ultimate Software       ULTI         (7)          31      (10)
UST Inc.                UST         (47)       2,765      829
Valassis Comm.          VCI         (33)         386       80
Valence Tech            VLNC        (17)          36        4
Ventas Inc.             VTR         (54)         895      N.A.
Warnaco Group           WRNC     (1,856)         948      471
Western Wireless        WWCA       (464)       2,399     (120)
Xoma Ltd.               XOMA        (11)          72       30

                          *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged. Send announcements to
conferences@bankrupt.com.

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 ***