TCR_Public/031003.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, October 3, 2003, Vol. 7, No. 196   

                          Headlines

AIR CANADA: Transamerica Aviation Wants Nod to Retrieve Aircraft
AIRTRAN HOLDINGS: Completes Public Offering of 8.6 Mill. Shares
AK STEEL: Expects Q3 Results Lower Than Analysts' Estimates
ALASKA COMMS: Resolves Outstanding Issues with State of Canada
ALLEGHENY ENERGY: Fitch Cuts Ratings & Revises Watch to Negative

ALPHARMA INC: Board Declares Quarterly Cash Dividend
ALTERRA HEALTHCARE: Lease-Related Decisions Due by November 24
AMERCO: Judge Zive Allows Use of JPMorgan's Cash Collateral
AMERICREDIT CORP: Prices $1.2 Bill. Asset-Backed Securitization
AMERIGAS PARTNERS: Acquires Horizon Propane's Assets & Business

ANC RENTAL: Seeks Extension of MBIA Notes Until October 31, 2003
ATLANTIC MUTUAL: Fitch Hatchets Surplus Note Rating to BB-
AUSPEX SYSTEMS: Files 1st Amended Plan and Disclosure Statement
BAM! ENTERTAINMENT: Completes Sale of Common Shares and Warrants
BAYOU STEEL: Wants Approval to Tap Ernst & Young as Auditors

BIO-RAD LABS.: Commences Exchange Offer for 7.50% Sr. Sub. Notes
BOOTH CREEK SKI: S&P Affirms B- Corporate Credit Rating
BROADLEAF CAPITAL: Liquidity Issues Raise Going Concern Doubt
CABLE SATISFACTION: Comments on Recent Stock Trading Activity
CALPINE: Gilroy Unit Closes $300 Million Secured Notes Offering

CASCADES INC.: Increases Interest in Dopaco Inc. from 40% to 50%
CONSECO: Wants Nod to Pull Plug on US Bank Compensation Pacts
CONTINENTAL AIRLINES: September Traffic Climbs 2.1%
CORE-MARK INT'L: Evaluating Strategic Alternatives
COUNCILL CRAFTSMEN: UST to Convene Creditors' Meeting on Oct. 21

COVANTA ENERGY: Wants Nod to Sell Geothermal Projects for $170MM
COVENTRY HEALTH: Will Publish Third-Quarter Results on Oct. 30
DATA TRANSMISSION: Files Prepackaged Plan in S.D. of New York
DIRECTV: Wants More Time to Move Pending Actions to Delaware
EMERITUS ASSISTED: Completes Sale/Leaseback of Four Facilities

ENCOMPASS SERVICES: Court Fixes Prepetition Settlement Protocol
EOTT ENERGY LLC: Changes Name to Link Energy LLC
EPIC RESORTS: Sunterra Pitches Best Bid to Acquire Co.'s Assets
FAR WEST INDUSTRIES: Shareholders Endorse Plan of Arrangement
FMA CBO FUNDING: S&P Downgrades Class B Note Rating to B-

GARFIELD COUNTY: $3.3MM Mortgage Bonds Rating Cut to BB
GENERAL MAGIC: Disclosure Statement Hearing Set for Thursday
GENSCI ORTHOBIOLOGICS: IsoTis Shareholders Back Proposed Merger
GEO-CON: UST Schedules Section 341(a) Meeting for October 22
GMAC COMM'L: Fitch Upgrades & Affirms Series 1998-C2 Ratings

GMX RESOURCES: Extends Note & Credit Agreement to March 1, 2004
HANGER ORTHOPEDIC: Extends Tender Offer for Senior Sub. Notes
HANOVER DIRECT: Martin L. Edelman Joins Board of Directors
HEALTHSOUTH CORP: Divides Ambulatory Services Division into Two
HELLER EQUIPMENT: Fitch Ups Class Ratings on Two Transactions

INTRAWEST CORP: Commences 7.5% Senior Note Private Placement
ISLE OF CAPRI CASINOS: Promotes Eddie Llambias and J. Jeff King
IT GROUP: Asks Court to Approve River Park Settlement Agreement
IVACO INC: Paul Ivanier Appointed Chairman of Board of Directors
JARDEN: Enters Underwriting Pact with CIBC and BofA Securities

JOLIET JUNIOR: Fitch Downgrades Housing Revenue Bonds to B-
LEVEL 3 COMMS: Repays Senior Secured Credit Facility in Full
LORAL SPACE: Wins Directv Contract to Build Two Satellites
LOUISIANA-PACIFIC: Firms-Up Sale of Idaho Sawmill Operations
LTV CORP: Copperweld Disclosure Statement Hearing Moved to Wed.

MAGELLAN HEALTH: Solicitation Period Extended to October 23
METALS USA: Citadel Discloses Metals USA Common Stock Ownership
MIRANT CORP: Wants Nod to Implement HCE & Union Severance Plans
MISSION RESOURCES: Sells East Texas Properties for $21.5 Million
MITEC TELECOM: Acquires Wavesat Wireless' PCS and Satcom Assets

MOHEGAN TRIBAL GAMING: Amends and Extends Consent Solicitation
NEVADA POWER: Asks Utility Commission for 3.4% Rate Increase
NEXTEL COMMS: Will Host Third-Quarter Conference Call on Oct. 16
NORTHERN BORDER: Will Record $219-Mill. Charges for Impairments
NRG ENERGY: Committee Implementing Info. Blocking Procedures

OMNICARE INC: Will Publish Third-Quarter Results on October 30
OTIS SPUNKMEYER: Poor Operating Performance Triggers S&P Watch
OWENS CORNING: Court Forms Working Committees for Asbestos Cases
PANOLAM INDUSTRIES: S&P Rates New $60 Million Term Loan C at B-
PARAMOUNT RESOURCES: S&P Assigns B+ L-T Corporate credit Rating

PICCADILLY CAFETERIAS: S&P Cuts Rating to CC as Bankruptcy Looms
PILLOWTEX CORP: Committee Hires BDO Seidman LLP as Accountant
RAYOVAC CORP: S&P Lowers Ratings After Remington Acquisition
ROYAL & SUNALLIANCE: Names John Tighe as New President and CEO
SAFETY-KLEEN: Ends Marketing & Distribution Pact with SystemOne

SBA COMMUNICATIONS: Plans to Restate Financial Statements
STATION CASINOS: Board Declares Cash Dividend Payable on Dec. 4
SUREBEAM CORP: Jack A. Henry Steps Down from Board of Directors
SWIFT & CO: Will Hold Q1 FY04 Investor Conference Call on Monday
SYNTHETIC BLOOD: Grant Thornton Resigns as Independent Auditors

SYNTHETIC BLOOD: Proposes Up to 14M Shares in Private Placement
SYSTECH: Integrated Partners Advances Funds to Support Workout
TENNECO AUTOMOTIVE: Will Publish Q3 2003 Results on October 21
US AIRWAYS: Strikes Stipulation Allowing 26 Wachovia Bank Claims
U.S. RESTAURANT: Board Okays December Preferred Share Dividend

VENTURE HOLDINGS: Files Joint Plan of Reorganization in Michigan
VITESSE SEMICON: Look for Q4 and 2003 Year-End Results on Oct. 30
WEIRTON STEEL: Plan-Filing Exclusivity Extended to December 15
WILLIAMS COS.: Will Report Third-Quarter Results on November 6
WR GRACE: Wants Additional Time to Make Lease-Related Decisions

XM SATELLITE: Completes Standard Exchange Offer for 12% Notes

* Darrell S. Gay Joins Coudert Brothers' NY Office as Partner
* FTI Consulting Launches European Restructuring Practice
* Stern And Company Launched to Serve Las Vegas Companies

* BOOK REVIEW: Dynamics of Institutional Change:
               The Hospital in Transition

                          *********

AIR CANADA: Transamerica Aviation Wants Nod to Retrieve Aircraft
----------------------------------------------------------------
Transamerica Aviation LLC is the beneficial owner of one Airbus
A320-211 serial number 283, registration C-FLSI.  The aircraft
was leased to Canada Airlines International Ltd. under a lease
dated June 27, 1996.  Air Canada Capital Ltd. later assumed
Canada Airlines' obligations under the lease.  The lease expires
on March 4, 2006.

Leah Price, Esq., at Fogler Rubinoff LLP, in Toronto, Ontario,
reports that Air Canada failed to maintain the aircraft in
accordance with the lease requirements and the Initial CCAA
Order.  Air Canada has not made any rent payments since April 1,
2003.  Air Canada allowed the aircraft to deteriorate to the
extent that it is not currently airworthy.  Ms. Price relates
that the aircraft has been grounded since July 2003 at the
Vancouver International Airport where it remains without the
benefit of the usual and proper storage protocol and in a state
of continuing deterioration.  The aircraft has also been
cannibalized.  The engines and some parts have been removed and
reinstalled in other airplanes.

Ms. Price asserts that the arrangement is a "true lease".  Air
Canada has had continuous, broken possession and use of the
aircraft from the date it assumed the lease to the present date.

Ms. Price maintains that Transamerica is entitled to compensation
for the use of the aircraft and the use of its engines for the
time the engines have been used on other aircraft in Air Canada's
fleet.  Transamerica is also entitled to the return of the
aircraft in accordance with the conditions stipulated in the
lease and as mandated in the Initial CCAA Order.

The Initial CCAA Order provides that Air Canada "operate,
maintain . . .  service, repair and overhaul all aircraft, . . .
engines and parts . . . in accordance with the higher of (a)
accepted industry standards and practice; and (b) standards
followed by [Air Canada] prior to [the CCAA Petition Date]."

"Air Canada has committed waste, contrary to its obligations
under the Lease, the Initial Order, and at common law," Ms. Price
says.

In a letter to Air Canada, Transamerica demands that the
Applicants:

   -- return the aircraft in accordance with the Lease; and

   -- make these payments:

      Obligation                                         Amount
      ----------                                         ------
      Rent through September 3, 2003                 $1,425,000
      Utilization of two CFM56-5A-1 engines
         Serial No. 731468 (as of July 7, 2003)           8,880
         Serial No. 731585 (as of August 12, 2003)      617,680
      Utilization of the APU (as of August 12, 2003)     62,035
      Utilization of the airframe                     2,255,148

Transamerica also reserves its rights to claim further damages as
a result of Air Canada's rejection of the lease. (Air Canada
Bankruptcy News, Issue No. 13; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


AIRTRAN HOLDINGS: Completes Public Offering of 8.6 Mill. Shares
---------------------------------------------------------------
AirTran Holdings, Inc., (NYSE:AAI), the parent company of AirTran
Airways, has closed its recently-announced public offering of
8,650,000 shares of its common stock, and that prior to the
closing, the underwriters elected to purchase an additional
466,000 shares pursuant to the over-allotment option granted in
connection with the offering.

Including the exercise of the over-allotment option, net proceeds
from the offering were $139,292,480.

AirTran Holdings intends to use the net proceeds from the offering
to:

-- Redeem $35 million of its 11.27 percent 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 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 purchase.

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-/Negative) is one of America's largest low-
fare airlines - employing more than 5,400 professional Crew
Members and serving 492 flights a day to 43 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 a day. The airline
never requires a roundtrip purchase or Saturday night stay, and
offers an affordable Business Class, assigned seating, easy online
booking and check-in, the A-Plus Rewards frequent flier program,
and the A2B corporate travel program. AirTran Airways, a
subsidiary of AirTran Holdings, Inc., (NYSE:AAI), is the world's
largest operator of the Boeing 717, the most modern,
environmentally friendly aircraft in its class. In 2004, the
company will begin taking delivery of 100 Boeing 737-700s, one of
the most popular and reliable jet aircraft in its class. For more
information, visit http://airtran.com


AK STEEL: Expects Q3 Results Lower Than Analysts' Estimates
-----------------------------------------------------------
AK Steel Holding Corporation (NYSE: AKS), as a result of a less
favorable product mix, as well as continued higher raw material
and energy costs, expects its third quarter results to be lower
than current estimates by industry analysts.

The company said it now expects to report a net loss between $0.82
and $0.86 per diluted share, before giving effect to any potential
unusual or non-recurring quarterly charges.

In addition, the company is analyzing certain goodwill and
deferred tax assets, and estimates that it will incur third
quarter non-cash charges, subject to the completion of the review,
of approximately $190 million after tax, or $1.75 per diluted
share.

"Despite our expected third quarter loss, AK Steel has liquidity
of approximately $500 million, before giving any consideration to
the possible sale of non-core assets," said James L. Wainscott,
acting chief executive officer. The company said it is evaluating
the potential sale of non-core assets, which it believes could
generate approximately $300 million in proceeds, which the company
said would be utilized primarily for the reduction of debt.

"In short order we will outline an approach that is designed to
return us to a sustainable level of profitability. Importantly,
and contrary to published speculation, that approach will not
include any plan to seek bankruptcy protection," Mr. Wainscott
said.

AK Steel (S&P, B+ Corporate Credit Rating, Negative Outlook)
produces flat-rolled carbon, stainless and electrical steel
products for automotive, appliance, construction and manufacturing
markets, as well as tubular steel products. The company has about
10,000 employees in plants and offices in Middletown, Coshocton,
Mansfield, Walbridge and Zanesville, Ohio; Ashland, Kentucky;
Rockport and Columbus, Indiana; and Butler, Pennsylvania. In
addition, the company produces snow and ice control products and
operates an industrial park on the Houston, Texas ship channel.


ALASKA COMMS: Resolves Outstanding Issues with State of Canada
--------------------------------------------------------------
Alaska Communications Systems Group, Inc. (Nasdaq:ALSK) has
reached a voluntary settlement with the State of Alaska regarding
the Comprehensive Telecommunications Service Agreement signed by
both parties in December 2001.

As part of the settlement, ACS will pay the State approximately
$3.4 million and State will gain title to selected capital
equipment, including satellite, teleconference and VoIP phones.
The agreement targets Dec. 31, 2003 to complete the
disentanglement and ensures that ACS is eligible to compete for
all new State of Alaska telecommunications contracts.

"It was in the best interests of both parties to reach a quick
settlement," commented Chuck Robinson, chairman and CEO of ACS.
"This agreement helps ensure a smooth transition and provides ACS
with an opportunity to bid on future State contracts."

"While we are disappointed that the partnership did not develop as
envisioned, the State has worked closely with ACS since its
founding and looks forward to a continued working relationship
with the Company going forward," said Commissioner of
Administration Mike Miller.

"ACS will concentrate our resources on offering all of our
customers, both big and small, the best in telecommunications
services and we are committed to remaining the premier integrated
telecommunications company in Alaska," added Robinson. "Moving
forward, we will focus capital spending on opportunities that
offer the best return on our investment. We expect revenues from
the SOA to remain relatively consistent at current levels through
the fourth quarter and margins to improve on this business or any
possible future contracts with the State."

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


ALLEGHENY ENERGY: Fitch Cuts Ratings & Revises Watch to Negative
----------------------------------------------------------------
Fitch Ratings has downgraded Allegheny Energy Inc., and its
subsidiaries. In addition, the Rating Watch status for all related
entities is revised to Negative from Evolving, with the exception
of West Penn Funding LLC and insured bonds of Allegheny Energy
Supply Co. LLC.

The downgrade of AYE's ratings reflects the evolution of Fitch's
view of the linkage between AYE and its subsidiary AE Supply,
underscored by the presence of cross guarantee and default
provisions between the two companies and AE Supply's strategic
importance to the AYE group. While AE Supply is the most troubled
entity within the group, its portfolio of base-load generating
assets formerly owned by AYE's utility subsidiaries provides
meaningful economic value to the regulated utility affiliates. Via
long term supply contracts with its regulated affiliates, AE
Supply provides power at below-market prices during the transition
period in the various states. Recent statements by management
indicate that AYE's current strategy is to continue to retain and
manage AE Supply as an integral part of the group. As a result,
Fitch has equalized the most senior ratings of AYE and AE Supply
to reflect that both entities' long term performance is more
closely aligned.

The downgrades of the unsecured debt ratings of AE Supply and its
direct subsidiary Allegheny Generating Company reflect Fitch's
reassessment of the residual asset coverage available for
unsecured creditors; Fitch's prior analysis performed early this
year assumed greater net proceeds realized from the disposition of
the CDWR contract. The net proceeds of $354 million from the CDWR
sale were used in part to close two unprofitable tolling
agreements, resulting in a somewhat lower valuation for the entire
asset portfolio. The affirmation of AE Supply's secured debt
ratings reflect the high expected recovery prospects for the
holders of these instruments. Also, as a result of the elimination
of the tolling contracts and the CDWR exposure, AE Supply has
materially reduced its exposure to cash operating losses and
collateral calls associated with future wholesale energy price
volatility.

The affirmation of credit ratings of AYE's regulated subsidiaries
West Penn Power Co., Monongahela Power Co., and Potomac Edison Co.
reflect their strong individual credit profiles and low individual
debt leverage, while also incorporating the risks the utilities
face as contractual counterparties relying on long-term supply
contracts with AE Supply and Fitch's views regarding the
companies' linkage to a financially distressed parent.

The Rating Watch Negative status for the entire AYE group
considers the major challenge facing the group as it still has not
filed interim financial statements in 2003. The AYE group,
currently in technical default of some public debt indentures and
its bank credit facilities due to lack of current financial
statements, has just filed audited financial statements for the
year ended Dec. 31, 2002. The new management has replaced
accounting personnel and currently projects that it will not bring
quarterly reporting completely up to date until late this year.
The group needs to obtain on-going waivers from its bank group
starting with the fourth quarter of 2003.

The AYE group has built up its liquidity position with the
monetization of the CDWR contract and the recent issuance of $300
million of convertible trust preferred shares. Its current cash
position of more than $600 million is sufficient to meet its cash
needs through year end 2003.

Going forward, AYE and AE Supply will need to access capital
markets to meet significant debt maturities in 2004 ($350 million
for AE Supply and $30 million for AYE) and 2005 (over $1 billion
and $550 million respectively) or restructure their debt
portfolios to extend maturities. The ability to produce current
financial statements and eliminate all technical defaults could
lead to positive rating actions for the AYE group while the
opposite would lead to negative rating actions.

Ratings downgraded and on Rating Watch Negative by Fitch:

   Allegheny Energy, Inc.

      --Senior unsecured debt to 'BB-' from 'BB';
      --Bank credit facility maturing in 2005 to 'BB-' from 'BB';
      --11 7/8% notes due 2008 lowered to 'B+' from 'BB-'.

   Allegheny Capital Trust I

      -- Mandatorily trust preferred stocks to 'B+' from 'BB-'.

   Allegheny Energy Supply Company LLC

      --Unsecured bank credit facilities to 'B-' from 'B';
      --Senior unsecured notes lowered to 'B-' from 'B'.

   Allegheny Generating Company

      --Senior unsecured debentures lowered to 'B-' from 'B'.

Rating Watch revised to Negative from Evolving for the following
ratings:

   Allegheny Energy Supply Company LLC

      --Secured bank credit facilities with first priority
           lien 'BB-';
      --Secured bank credit facilities with a second priority
           lien 'B+'.

   Allegheny Energy Statutory Trust 2001-A Notes

      --Senior secured notes 'B+'.

   West Penn Power Company

      --Medium-term notes 'BBB-'.

   Potomac Edison Company

      --First mortgage bonds 'BBB';
      --Senior unsecured notes 'BBB-'.

   Monongahela Power Company

      --First mortgage bonds 'BBB';
      --Medium-term notes/pollution control revenue
           bonds (unsecured) 'BBB-';
      --Preferred stock 'BB+'.

Ratings affirmed; Rating Outlook Stable:

   West Penn Funding LLC

      --Transition bonds 'AAA'.

   Allegheny Energy Supply Company LLC

      --Pollution control bonds (MBIA-insured) 'AAA'.

Allegheny Energy Inc. is a registered utility holding company,
which owns three regulated utilities, Monongahela Power, Potomac
Edison and West Penn Power and two non-utility subsidiaries. The
utilities deliver electric and gas service to 1.5 million
customers in parts of Maryland, Ohio, Pennsylvania, Virginia, and
West Virginia and 230,000 customers in West Virginia,
respectively. AYE's non-utility subsidiaries consist of AE Supply
Co. LLC, which develops, acquires, owns and operates generating
plants and is a marketer of electricity and other energy products
and Allegheny Ventures which is involved in telecommunications and
energy related projects.


ALPHARMA INC: Board Declares Quarterly Cash Dividend
----------------------------------------------------
Alpharma Inc.'s Board of Directors has declared a regular
quarterly cash dividend of $0.045 per common share.  The dividend
is payable October 25, 2003 to all shareholders on record as of
October 10, 2003.

Alpharma Inc. (NYSE: ALO) (S&P, BB- Corporate Credit and Senior
Secured Debt Ratings) is a growing specialty pharmaceutical
company with expanding global leadership positions in products for
humans and animals. Uniquely positioned to expand internationally,
Alpharma is presently active in more than 60 countries.  Alpharma
is the #5 manufacturer of generic pharmaceutical products in the
U.S., offering solid, liquid and topical pharmaceuticals.  It is
also one of the largest manufacturers of generic solid dose
pharmaceuticals in Europe, with a growing presence in Southeast
Asia.

Alpharma is among the world's leading producers of several
important pharmaceutical-grade bulk antibiotics and is
internationally recognized as a leading provider of pharmaceutical
products for poultry, swine, cattle, and vaccines for farmed-fish
worldwide.

Alpharma press releases are also available at its Web site:
http://www.alpharma.com
    

ALTERRA HEALTHCARE: Lease-Related Decisions Due by November 24
--------------------------------------------------------------
Alterra Healthcare Corporation sought and obtained approval from
the U.S. Bankruptcy Court for the District of Delaware to extend
the time period within which they must decide whether to assume,
assume and assign, or reject their unexpired nonresidential real
property leases.  The Debtor has until November 24, 2003 to
provide lease-related decisions.

Alterra Healthcare Corporation, one of the nation's largest and
most experienced healthcare providers operating assisted living
residences, filed for chapter 11 protection on January 22, 2003,
(Bankr. Del. Case No. 03-10254). James L. Patton, Esq., Edmon L.
Morton, Esq.. Joseph A. Malfitano, Esq., and Robert S. Brady,
Esq., at Young, Conaway, Stargatt & Taylor LLP represent the
Debtors in their restructuring efforts. Ettta R. Wolfe, Esq., at
Richards, Layton & Finger, PA represents the Official Committee of
Unsecured Creditors of this case.  When the Company filed for
protection from its creditors, it listed $735,788,000 in assets
and $1,173,346,000 in total debts.


AMERCO: Judge Zive Allows Use of JPMorgan's Cash Collateral
-----------------------------------------------------------
U.S. Bankruptcy Court Judge Zive permits the AMERCO Debtors to use
the Cash Collateral.  In conjunction with the use of the Cash
Collateral, the Court also approves, on a final basis, the three
stipulations granting adequate protection to:

   (a) Citibank N.A.,
   (b) JPMorgan Chase Bank, and
   (c) BMO Global Capital Solutions, Inc. and Bank of Montreal.
(AMERCO Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMERICREDIT CORP: Prices $1.2 Bill. Asset-Backed Securitization
---------------------------------------------------------------
AMERICREDIT CORP. (NYSE:ACF) announced the pricing of a $1.2
billion offering of automobile receivables-backed securities
through lead managers Barclays Capital and Wachovia Securities.
Co-managers are Banc One Capital Markets, Credit Suisse First
Boston, J.P. Morgan Securities and Lehman Brothers. AmeriCredit
uses net proceeds from securitization transactions to provide
long-term financing of its receivables.

The securities will be issued via an owner trust, AmeriCredit
Automobile Receivables Trust 2003-D-M, in five classes of Notes:

Note Class     Amount       Average Life    Price    Interest Rate
----------  -------------   ------------  ---------  -------------
A-1         $ 227,000,000   0.22 years    100.00000      1.12%
A-2         $ 440,000,000   1.00 years     99.99046      1.44%
A-3-A       $  75,000,000   2.00 years     99.99336      2.14%
A-3-B       $ 104,000,000   2.00 years    100.00000  Libor + 0.22%
A-4         $ 354,000,000   3.10 years     99.99378      2.84%
           --------------
           $1,200,000,000
           ==============

The weighted average coupon is 2.3%.

The Note Classes are rated by Standard & Poor's, Moody's Investors
Service and Fitch Ratings. The ratings by Note Class are:

    Note Class      Standard & Poor's       Moody's     Fitch
    ----------      -----------------      ---------    ------
        A-1              A-1+               Prime-1      F1+
        A-2               AAA                   Aaa      AAA
        A-3-A             AAA                   Aaa      AAA
        A-3-B             AAA                   Aaa      AAA
        A-4               AAA                   Aaa      AAA

MBIA Insurance Corporation will provide bond insurance for this
transaction. Initial credit enhancement will total 10.5% of the
original receivable pool balance building to the total required
enhancement level of 18.5% of the then outstanding receivable pool
balance. The initial 10.5% enhancement will consist of 2% cash and
8.5% overcollateralization.

This transaction represents AmeriCredit's 41st securitization of
automobile receivables in which a total of more than $31 billion
of automobile receivables-backed securities has been issued.

Copies of the prospectus relating to this offering of receivables-
backed securities may be obtained from the manager and co-
managers.

AmeriCredit Corp. (Fitch, B Senior Unsecured Debt & B+
Counterparty Credit Ratings, Negative) is a leading independent
middle-market auto finance company. Using its branch network and
strategic alliances with auto groups and banks, the Company
purchases retail installment contracts entered into by auto
dealers with consumers who are typically unable to obtain
financing from traditional sources. AmeriCredit has more than one
million customers and over $14 billion in managed auto
receivables. The Company was founded in 1992 and is headquartered
in Fort Worth, Texas. For more information, visit
http://www.americredit.com


AMERIGAS PARTNERS: Acquires Horizon Propane's Assets & Business
---------------------------------------------------------------
AmeriGas Partners, L.P. (NYSE:APU), has acquired substantially all
of the retail propane distribution assets and business of Horizon
Propane LLC based near Cleveland, Ohio. Horizon Propane sells over
30 million gallons annually to nearly 35,000 customers from ninety
locations in twelve states. Terms of the transaction were not
disclosed.

AmeriGas Partners is the nation's largest retail propane marketer,
serving nearly 1.2 million customers from approximately 650
locations in 46 states. UGI Corporation (NYSE:UGI), through
subsidiaries, owns 48% of the Partnership and individual
unitholders own the remaining 52%.

Comprehensive information about AmeriGas is available on the
Internet at http://www.amerigas.com

As reported in Troubled Company Reporter's April 15, 2003
edition, AmeriGas Partners, L.P.'s $32 million 8.875% senior
notes due 2011, issued jointly and severally with its special
purpose financing subsidiary AP Eagle Finance Corp., are rated
'BB+' by Fitch Ratings. The Rating Outlook is Stable. An
indirect subsidiary of UGI Corp., is the general partner and a
51% limited partner for AmeriGas. AmeriGas in turn is a master
limited partnership for AmeriGas Propane, L.P., an operating
limited partnership. Proceeds from the new senior notes will be
utilized to make a capital contribution to the OLP which in turn
will use the funds as well as existing cash on hand to repay
approximately $53.8 million of maturing debt.

AmeriGas' rating reflects the subordination of its debt
obligations to $577 million secured debt of the OLP including
the OLP's $540 million privately placed 'BBB' rated first
mortgage notes. In addition, Fitch's assessment incorporates the
underlying strength of AmeriGas' retail propane distribution
network. AmeriGas is viewed as one of the premier retail propane
distributors evidenced by its efficient operations, favorable
acquisition track record, and proven ability to sustain gross
profit margins under various operating conditions.


ANC RENTAL: Seeks Extension of MBIA Notes Until October 31, 2003
----------------------------------------------------------------
Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington, Delaware,
explains that the ANC Rental Debtors are diligently working toward
closing the sale of substantially all of their assets to Vanguard
Car Rental USA Inc. and Cerberus Capital Management LP on
September 30, 2003.  However, there is no guarantee that the
closing will occur at that time.

In the meantime, the Debtors ask the Court to extend the renewal
period for the continued release of funds from certain collection
accounts to certain non-debtor special purpose entities in an
amount not to exceed $1,800,000,000, through and including
October 31, 2003 or the closing of the Cerberus Sale.  The
Debtors also seek the Court's permission to pay MBIA certain
fees, including an administrative fee amounting to $400,000 per
month, which will be prorated in the event that the Sale closes
before October 31, 2003.

Mr. Packel informs the Court that the Debtors' business is
dependant on their ability to maintain their fleet.  The Debtors
have investigated the possibility of obtaining fleet financing
from alternative sources and have determined that the alternative
financing arrangements would be on less advantageous terms than
the financing arrangement provided under the MBIA Notes. (ANC
Rental Bankruptcy News, Issue No. 39; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ATLANTIC MUTUAL: Fitch Hatchets Surplus Note Rating to BB-
----------------------------------------------------------
Fitch Ratings downgraded the ratings of the Atlantic Mutual
Companies. The group's insurer financial strength ratings were
downgraded to 'BBB-' from 'BBB' and the surplus note rating of
Atlantic Mutual Insurance Company was downgraded to 'BB-' from
'BB'. All ratings were removed from Rating Watch Negative. The
Rating Outlook is Stable.

The rating actions follow announcements that AMC had sold the
renewal rights to a substantial portion of its marine business to
Travelers Indemnity Company to conclude a previously announced
capital raising initiative. Fitch believes it is likely that the
proceeds from the renewal rights sale will not be sufficient to
replenish the capital that would be lost if AMC were to strengthen
reserves to the required level indicated by Fitch's modeling.
Fitch had previously stated it would lower AMC's ratings if the
amount of capital raised was below levels expected by Fitch to
cover any estimated reserve deficiencies.

Fitch has considered the results of AMC's recently completed
ground-up asbestos study, which suggested a range of reserve
deficiency somewhat less than Fitch's estimate. Fitch has
incorporated its expectations of the reserve strengthening needed
into its analysis and, therefore, is assigning a Stable Rating
Outlook.

Positively, Fitch notes AMC's progress in its capital raising
efforts and improvements in the quality of capital. In addition to
the benefits realized on the renewal rights sale, AMC raised $15
million through the sale of surplus notes earlier this year. AMC
also realized gains of approximately $50 million on its investment
portfolio. Fitch also notes that AMC has used the proceeds of
these efforts to substantially reduce the level of soft capital
that had been generated by previous reinsurance transactions.

Fitch also notes that AMC has implemented expense improvements and
also reduced its interest burden by reducing its finite risk
reinsurance balances. These items are expected to provide future
annual pretax benefits of $16 million and $17 million,
respectively.

The changes to AMC's ratings are listed below:

Entity/Issue/Type Action Rating/Outlook

Atlantic Mutual Insurance Company

   --Insurer financial strength Downgrade 'BBB-';
   --Surplus note Downgrade 'BB-';
   --Rating Watch Remove from Negative;
   --Rating Outlook Stable.

Centennial Insurance Company

Atlantic Lloyd's Insurance Company of Texas

Atlantic Specialty Insurance Company

   --Insurer financial strength Downgrade 'BBB-';
   --Rating Watch Remove from Negative;
   --Rating Outlook Stable.


AUSPEX SYSTEMS: Files 1st Amended Plan and Disclosure Statement
---------------------------------------------------------------
On September 23, 2003, Auspex Systems, Inc. filed with the United
States Bankruptcy Court, Northern District of California, San Jose
Division the First Amended Disclosure Statement for Plan of
Liquidation and the First Amended Plan of Liquidation.

The Disclosure Statement and the Plan have not been approved by
the Bankruptcy Court.

The Company is seeking a Confirmation Hearing on November 13,
2003, which date and time are subject to the discretion of the
Bankruptcy Court. Until such time as the Plan is approved by the
Bankruptcy Court and the Effective Date (as defined in the Plan)
passes, the Company is prohibited from making any distributions on
account of any pre-petition obligation, absent the approval of
such distributions by the Bankruptcy Court. All of the assets of
the Company remain subject to the Bankruptcy Court's jurisdiction.
The implementation of the Plan, including, without limitation, the
payment of any liquidation payment to the stockholders of the
Company remains subject to the settlement and full payment,
including post-petition interest, of allowed obligations that are
senior creditors, following the approval of the Plan by the
Bankruptcy Court and the Effective Date.

Auspex is the Network Attached Storage server choice of Fortune
1000 customers in the semiconductor, software development, oil and
gas exploration, automotive, aerospace, communications,
publishing, entertainment, animation, and financial services
industries. Its products are designed for storage applications
requiring secure NT and UNIX data sharing from a single data
image, server consolidation or continuous network data
availability. The Company excels in enterprise-level [multi-
terabyte] NAS solutions and services.


BAM! ENTERTAINMENT: Completes Sale of Common Shares and Warrants
----------------------------------------------------------------
BAM! Entertainment(R) (Nasdaq: BFUN), has completed its previously
announced sale of 1,850,000 shares of its common stock and
warrants to purchase another 1,665,000 shares of its common stock,
resulting in gross proceeds (assuming no exercise of the warrants)
of $1,776,000 million, in a private offering to institutional and
accredited investors.  

The Company also granted the investors additional investment
rights to purchase an additional 1,665,000 shares of its common
stock and warrants to purchase another 1,485,000 shares of its
common stock.

As previously announced, the shares of common stock sold at the
closing were issued at $0.96 per share, which is equal to 80% the
30-day moving average price per share through the date the
agreement was signed. The warrants sold at the closing have a
five-year term and are exercisable at $1.87 per share, which is
equal to a premium of 110% of the closing bid price per share on
the date the agreement was signed.  The shares of common stock
underlying the additional investment rights are purchasable at
$0.96 per share and the warrants underlying the additional
investment rights have a five year term and are exercisable at the
greater of $1.87 or the market price of the company's common stock
on the date the additional investment right is exercised.

The additional investment rights are exercisable until 45 days
business days after the effectiveness of a registration statement
to be filed by the company covering the shares of common and
warrants sold at on the closing. The company expects to use the
net proceeds for general corporate purpose and working capital.

Founded in 1999 and based in San Jose, California, BAM!
Entertainment, Inc. is a developer, publisher and marketer of
interactive entertainment software worldwide. The company
develops, obtains, or licenses properties from a wide variety of
sources, including global entertainment and media companies, and
publishes software for video game systems, wireless devices, and
personal computers. The company's common stock is publicly traded
on NASDAQ under the symbol BFUN. More information about BAM! and
its products can be found at the company's Web site located at
http://www.bam4fun.com  

BAM! Entertainment's June 30, 2003 balance sheet shows that its
total current liabilities outweighed its total current assets by
about $1.5 million, while its accumulated deficit ballooned to
about $60 million whittling down its total net capital to about $3
million from about $38 million a year ago.


BAYOU STEEL: Wants Approval to Tap Ernst & Young as Auditors
------------------------------------------------------------
Bayou Steel Corporation and debtor-affiliates ask for permission
from the U.S. Bankruptcy Court for the Northern District of Texas
to retain and employ Ernst & Young as their auditors.

The Debtors tell the Court that they need the assistance of
Ernst & Young for:

     i) an independent audit of their retirement plans, both as
        required under applicable regulation and as required by
        the collective bargaining agreements that govern the
        employment of the majority of the Debtors' employees;

    ii) an independent audit as required under the terms
        of their DIP Financing Agreement with Congress
        Financial Company;

   iii) implementation of "fresh start accounting"; and

    iv) auditing required for their pension plan.

Claytus J. Plaisance, III, a member in Ernst & Young reports that
his firm will charge the Debtors its current hourly rates of $200
to $ 250 per hour.

The Debtors also seek authorization to engage Ernst & Young to
perform an audit of the pension plan which will cost $35,000 and
will be paid for with pension plan assets which are not property
of the Debtors' estates.

Bayou Steel Corp., a producer of light structural shapes and
merchant bar steel products, filed for chapter 11 protection on
January 22, 2003 (Bankr. N.D. Tex. 03-30816).  Patrick J. Neligan,
Jr., Esq., at Neligan, Tarpley, Andrews & Foley, LLP represents
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $176,113,143 in
total assets and $163,402,260 in total debts.


BIO-RAD LABS.: Commences Exchange Offer for 7.50% Sr. Sub. Notes
----------------------------------------------------------------
Bio-Rad Laboratories, Inc. (Amex: BIO; BIO.B), a multinational
manufacturer and distributor of life science research products and
clinical diagnostics, has commenced a registered exchange offer to
exchange $225 million aggregate principal amount of its 7.50%
Senior Subordinated Notes due 2013 which have been registered
under the Securities Act of 1933, as amended for any and all of
its outstanding 7.50% Senior Subordinated Notes due 2013 which
were issued in a private placement.

The sole purpose of the exchange offer is to fulfill the
obligations of Bio-Rad with respect to the registration of the
Private Notes. Pursuant to a registration rights agreement entered
into by Bio-Rad in connection with the sale of the Private Notes,
Bio-Rad agreed to file with the Securities and Exchange Commission
a registration statement relating to the exchange offer pursuant
to which the Exchange Notes, containing substantially identical
terms to the Private Notes, would be offered in exchange for
Private Notes that are tendered by the holders of those notes.

Any Private Notes not tendered for exchange in the exchange offer
will remain outstanding and continue to accrue interest, but will
not retain any rights under the registration rights agreement
except in limited circumstances.

The terms of the exchange offer are contained in the exchange
offer prospectus and letter of transmittal.

The exchange offer will expire at 5:00 p.m., New York City time,
on October 30, 2003, unless extended.  Private Notes tendered
pursuant to the exchange offer may be withdrawn at any time prior
to the expiration date by following the procedures set forth in
the letter of transmittal.

Requests for assistance or for copies of the exchange offer
prospectus and the letter of transmittal should be directed to
Wells Fargo Bank, National Association, the exchange agent, at
213-614-3349.

Bio-Rad Laboratories, Inc. (S&P, BB+ Corporate Credit Rating,
Stable Outlook) -- http://www.bio-rad.com-- is a multinational  
manufacturer and distributor of life science research products and
clinical diagnostics. It is based in Hercules, California, and
serves more than 70,000 research and industry customers worldwide
through a network of more than 30
wholly owned subsidiary offices.


BOOTH CREEK SKI: S&P Affirms B- Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on ski resort operator Booth Creek Ski Holdings Inc.
based on the company's improved cushion of covenant compliance and
limited liquidity entering the upcoming ski season.

At the same time, Standard & Poor's removed the rating on Vail,
Colo.-based Booth Creek from CreditWatch, where it was placed on
April 1, 2003. The outlook is negative. As of Aug. 1, 2003, the
company had total debt outstanding of about $123 million.  
     
"The rating action reflects Booth Creek's improved margin of
compliance with covenants cushion resulting from its credit
facility amendments, and limited liquidity heading into the ski
season," said Standard & Poor's credit analyst Andy Liu.  Snowfall
at the company's three largest western ski resorts in the 2002-
2003 season was substantially below the historical average, which
significantly affected skier visits. Increased visitation to the
company's smaller eastern ski resorts did not offset the decline.

As a result, the company was unable to maintain covenant
compliance. Covenant waivers and amendments ensured access to the
credit facility. Savings from cost reductions combined with
availability under the revolving credit facility should provide
sufficient liquidity for the near term
     
The negative outlook reflects the company's tight liquidity
heading into the upcoming season. More broadly, this also reflects
the company's limited geographic diversity and relatively small
EBITDA base, whereby abnormal weather pattern at one or two
geographic locations can have a dramatic effect on the company's
key credit measures and liquidity.  A poor upcoming ski season or
additional strain on liquidity could pressure credit rating.  


BROADLEAF CAPITAL: Liquidity Issues Raise Going Concern Doubt
-------------------------------------------------------------
HJ & Associates, LLC, independent auditors operating out of Salt
Lake City, Utah, have stated in their September 3, 2003 Auditors
Report to the Board of Directors of Broadleaf Capital Partners
Inc.:  "The accompanying consolidated financial statements have
been prepared assuming that the Company will continue as a going
concern...[T]he Company has a significant deficit in working
capital, has a  deficit in stockholders' equity and has suffered
recurring losses to date, which raises substantial doubt about its  
ability to continue as a going concern."

The Company has an accumulated deficit of approximately
$16,670,000 as of June 30, 2003. The Company also has certain
debts that are in default at June 30, 2003.   The Company's
stockholders' deficit at June 30, 2003 was  $3,657,782, and its
current liabilities exceeded its current assets by $3,844,011.

These factors create uncertainty about the Company's ability to
continue as a going concern.   The ability of the Company to
continue as a going concern is dependent on the Company obtaining
adequate capital to fund operating losses until it becomes
profitable.  If the Company is unable to obtain adequate capital
it could be forced to cease operations.

In order to continue as a going concern, develop and generate
revenues and achieve a profitable level of operations, the Company
will need, among other things, additional capital resources.   
Management's plans to obtain such resources for the Company
include (1) raising additional capital through sales of common
stock, (2) converting  promissory notes into common stock and (3)
entering into acquisition, joint-venture, and other agreements
with profitable entities with significant operations.  In
addition, management is continually seeking to streamline its
operations and expand the business through a variety of
industries, including real estate and financial  management.   
However, management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.  


CABLE SATISFACTION: Comments on Recent Stock Trading Activity
-------------------------------------------------------------
At the request of the TSX, Cable Satisfaction International Inc.
(TSX: CSQ.A) confirms that since the publication of its second
quarter results on August 29, 2003, there have been no material
changes to account for the recent trading activity in the
Company's shares.

The Company filed a plan of arrangement and reorganization with
Quebec Superior Court on July 25, 2003 and is continuing
discussions with its stakeholders. There can be no assurance that
the plan of arrangement and reorganization will be completed
successfully or on the terms announced.

Csii builds and operates large bandwidth (750 Mhz) hybrid fibre
coaxial (HFC) networks and, through its subsidiary Cabovisao -
Televisao por Cabo, S.A. provides cable television services, high-
speed Internet access, telephony and high-speed data transmission
services to homes and businesses in Portugal through a single
network connection.

The subordinate voting shares of Csii are listed on the Toronto
Stock Exchange (TSX) under the trading symbol "CSQ.A".


CALPINE: Gilroy Unit Closes $300 Million Secured Notes Offering
---------------------------------------------------------------
Calpine Corporation (NYSE: CPN), a leading North American power
company, announced that Gilroy Energy Center, LLC, a wholly owned,
stand-alone subsidiary of the Calpine subsidiary GEC Holdings,
LLC, has received funding on its $301,658,000 of 4% Senior Secured
Notes Due 2011.

The senior secured notes are secured by GEC's and its
subsidiaries' 11 peaking units located at nine power-generating
sites in northern California. The notes also are secured by a
long-term power sales agreement for 495 megawatts of peaking
capacity with the State of California Department of Water
Resources, which is being served by the 11 peaking units.

In addition, payment of the principal of, and interest on, the
notes when due is insured by an unconditional and irrevocable
financial guaranty insurance policy that was issued simultaneously
with the delivery of the notes.
    
Proceeds of the notes offering (after payment of transaction
expenses, including payment of the financial guaranty insurance
premium) will be used to reimburse costs incurred in connection
with the development and construction of the peaker projects. The
noteholders' recourse is limited to the financial guaranty
insurance policy and, insofar as payment has not been made under
such policy, to the assets of GEC and its subsidiaries. Calpine
has not guaranteed repayment of the notes.
    
In connection with this offering, Calpine has received funding on
a third party preferred equity investment in GEC Holdings, LLC
totaling approximately $74 million.
    
The 4% Senior Secured Notes Due 2011 have been offered in a
private placement under Rule 144A, have not been and will not be
registered under the Securities Act of 1933, and may not be
offered in the United States absent registration or an applicable
exemption from registration requirements.

                        *   *   *

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

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

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


CASCADES INC.: Increases Interest in Dopaco Inc. from 40% to 50%
----------------------------------------------------------------
Cascades Inc. (CAS-TSX), exercised its option to increase its
interest in Dopaco, Inc., from 40% to 50%. Cascades' involvement
in Dopaco dates back to 1997.
    
Founded in 1979 by Mr. Edward P. Fitts, Dopaco is a leader in
boxboard-based packaging for the quick service restaurant
industry. Its major clients include McDonald's, Burger King,
Wendy's and Tim Hortons. The company, located in Exton,
Pennsylvania, has 1550 employees across nine plants and net sales
of more than US$275 million. The investment in Dopaco will be
accounted for in our financial statements as a joint venture on a
proportional consolidation basis.
    
According to Mr. Alain Lemaire, President and Chief executive
officer of Cascades: "Dopaco is a well managed and profitable
organization that represents a significant integration for our
boxboard mills and we look forward to maximizing synergies between
our respective operations."

Cascades Inc. (S&P, BB+, LT Corporate Credit Rating) is a leader
in the manufacturing of packaging products, tissue paper and
specialized fine papers. Internationally, Cascades employs 14,000
people and operates close to 150 modern and versatile operating
units located in Canada, the United States, France, England,
Germany and Sweden. Cascades recycles more than two million tons
of paper and board annually, supplying the majority of its fibre
requirements. Leading edge de-inking technology, sustained
research and development, and 39 years in recycling are all
distinctive strengths that enable Cascades to manufacture
innovative value- added products. Cascades' common shares are
traded on the Toronto Stock Exchange under the ticker symbol CAS.


CONSECO: Wants Nod to Pull Plug on US Bank Compensation Pacts
-------------------------------------------------------------
Pursuant to Section 365(a) of the Bankruptcy Code, the
Reorganizing Conseco Inc. Debtors seek the Court's authority to
reject these executory contracts effective September 8, 2003:

Entity        Name       Description           Date
------        ----       -----------           ----
Pioneer       U.S. Bank  Executive Deferred    01/01/96
                         Compensation Program

Pioneer       U.S. Bank  Trust under
                         Executive Deferred    01/01/96
                         Compensation Program

Pioneer       U.S. Bank  Individual Deferral   Various
                         Agreements under
                         Compensation Program

James H.M. Sprayregen, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, explains that the Executory Contracts to be rejected
relate to obligations under a deferred compensation program
initiated by Pioneer Financial Services, Inc., a predecessor-in-
interest to CIHC.  The Reorganizing Debtors have rejected the
primary components of the Pioneer deferred compensation program
and now seek to reject other aspects of the program.  Since these
contracts are no longer useful or beneficial to the Debtors'
ongoing operations, or are present contingent obligations, Mr.
Sprayregen contends that they should be terminated to avoid
future uncertainty.  The rejection will also assist the
Reorganizing Debtors in preserving cash.

Mr. Sprayregen clarifies that the Debtors may have claims against
U.S. Bank arising under, or independent of, the executory
contracts.  In this connection, the Debtors are not waiving their
claims by this rejection request. (Conseco Bankruptcy News, Issue
No. 34; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


CONTINENTAL AIRLINES: September Traffic Climbs 2.1%
---------------------------------------------------
Continental Airlines (NYSE: CAL) reported a systemwide mainline
load factor of 72.3 percent for September 2003, 4.4 points above
last year's September load factor.  In addition, the airline had a
September domestic mainline load factor of 71.3 percent, 5.1
points above September 2002, and an international mainline load
factor of 73.8 percent, 3.3 points above September 2002.

Continental's traffic on the Sept. 11 anniversary was not
significantly impacted when compared to last year.  Systemwide
mainline traffic on Thursday, Sept. 11, 2003 declined 6.8 percent
in revenue passenger miles and 3.3 percent in available seat miles
compared to Thursday, Sept. 4, 2003.  In comparison, systemwide
mainline traffic on Wednesday, Sept. 11, 2002 was down 42 percent
in RPMs and 22 percent in ASMs compared to Wednesday, Sept. 4,
2002.

During the month, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 78.1 percent and a
systemwide completion factor of 99.1 percent.  The airline's
operational results were adversely impacted by a month-long runway
resurfacing project at Newark Liberty International Airport, which
was completed Sept. 27, 2003, and Hurricane Isabel.

In September 2003, Continental flew 4.6 billion mainline revenue
passenger miles and 6.3 billion mainline available seat miles
systemwide, resulting in a traffic increase of 2.1 percent and a
capacity decrease of 4.0 percent as compared to September 2002.  
Domestic mainline traffic was 2.7 billion RPMs in September 2003,
up 2.7 percent from September 2002, and domestic mainline capacity
was 3.7 billion ASMs, down 4.6 percent from September 2002.

Systemwide September 2003 passenger revenue per available seat
mile is estimated to have increased between 4.5 and 5.5 percent
compared to September 2002.  For August 2003, RASM increased 4.4
percent as compared to August 2002.

Continental ended the third quarter 2003 with a consolidated cash
and short-term investments balance of approximately $1.6 billion
(including $139 million of restricted cash).  Continental has
hedged 60 percent of its projected fourth quarter fuel volume with
caps averaging $28.75 per barrel.

Continental's regional operations (Continental Express) set a
record September load factor of 66.9 percent, 6.4 points above
last year's September load factor.  Regional RPMs were 483.3
million and regional ASMs were 722.9 million in September 2003,
resulting in a traffic increase of 57.0 percent and a capacity
increase of 42.2 percent versus September 2002.
    
As recently reported, Standard & Poor's Ratings Services assigned
its 'CCC+' rating to Continental Airlines Inc.'s (B/Negative/--)
$150 million 5.0% senior unsecured convertible debt due 2023.
Ratings on Continental were affirmed on June 2, 2003, and removed
from CreditWatch, where they were placed on March 18, 2003.

"Ratings on Continental are based on its heavy debt and lease
burden and relatively limited financial flexibility, which
outweigh better-than-average operating performance and a modern
aircraft fleet," said Standard & Poor's credit analyst Philip
Baggaley.

The outlook on Continental's long-term corporate credit rating
is negative. Losses are expected to narrow and operating cash
flow should turn modestly positive in the second and third
quarters of 2003, but Continental remains vulnerable to any
renewed deterioration in the airline industry revenue
environment.


CORE-MARK INT'L: Evaluating Strategic Alternatives
--------------------------------------------------
Core-Mark International, Inc., a leading wholesale distributor to
the convenience retail industry in North America, is advancing on
its evaluation of strategic options, including the sale of its
business as well as reorganization and other business
alternatives.

This next step follows a successful stabilization of Core-Mark
operations and the solid performance of its convenience
distribution business. Core-Mark operates as a separate business
and legal entity from its parent company, Fleming Companies, Inc.
During the third quarter, Core-Mark's overall fill rate has
exceeded 98%, and it has continued to sustain positive cash flow
since Fleming and Core-Mark filed for protection under Chapter 11
of the bankruptcy code on April 1, 2003.

"Given the success of our stabilization efforts, our ability to
sustain positive cash flow and the long-term potential of the
business, we are well positioned to initiate this process. Our
objectives are to assure continued superior customer service well
into the future and to successfully extend our business model into
new markets while maximizing recovery for our creditors," said J.
Michael Walsh, Chief Executive Officer and President.

Core-Mark will simultaneously accept bids from parties interested
in purchasing the business and also explore reorganization
alternatives. Preliminary non-binding indications of interest from
first-round participants for the acquisition of the business are
due by November 3, 2003. The Blackstone Group will be managing the
sales process, including communicating with all interested
parties. It is currently anticipated that final bids will be due
in December, 2003. At the end of the bidding process, Core-Mark
will consider the bids and the reorganization alternatives and
finalize its strategy for emerging from Chapter 11.

All inquiries regarding the sale process should be directed to
Stefan Feuerabendt of The Blackstone Group at (212) 583-5866.

Core-Mark International is a leading distributor of consumer
packaged goods and store supplies to the convenience retail
industry. Core-Mark provides distribution and logistics services
as well as value-added programs to over 21,000 customer locations
across 39 states and five Canadian provinces. Core-Mark services a
variety of store formats including traditional convenience
retailers, mass merchandisers, drug, liquor and specialty stores,
and other stores that carry consumer packaged goods. Independently
headquartered in San Francisco, California, Core-Mark is currently
a subsidiary of Fleming Companies, Inc.


COUNCILL CRAFTSMEN: UST to Convene Creditors' Meeting on Oct. 21
----------------------------------------------------------------
The United States Trustee will convene a meeting of Councill
Craftsmen's creditors on October 21, 2003, 10:00 a.m., at Winston-
Salem Creditor's Meeting Room, 1st Floor, U. S. Bankruptcy Court,
226 South Liberty St. Winston-Salem, North Carolina 27101. This is
the first meeting of creditors required under 11 U.S.C. Sec.
341(a) in all bankruptcy cases.

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

Headquartered in Denton, North Carolina, Councill Craftsmen, Inc.,
is in the business of furniture making. The Company filed for
chapter 11 protection on September 23, 2003 (Bankr. M.D. N.C. Case
No. 03-52880).  R. Bradford Leggett, Esq., at Allman Spry Leggett
& Crumpler, P.A., represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it listed $10,219,400 in total assets and $7,294,774 in
total debts.


COVANTA ENERGY: Wants Nod to Sell Geothermal Projects for $170MM
----------------------------------------------------------------
Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, relates that prior to the Petition Date, the Covanta
Energy Debtors engaged investment bankers for certain potential
sale transactions, or a potential extensive refinancing, aimed at
preserving the value of the company.  Hence, Salomon Smith
Barney, an investment-banking firm retained by the Debtors,
initiated marketing efforts and solicited offers for the sale of
the Geothermal Debtor Equity.  

The Geothermal Debtor Equity is comprised of these interests:

   (a) SIGC Interests -- the equity interests of Debtor Covanta
       Energy Americas, Inc. and Covanta SIGC Energy II, Inc.,
       which entities, in turn, collectively own all equity
       interests in AMOR 14 Corporation and all the partnership
       interests in Debtor Second Imperial Geothermal Company, LP
       -- the SIGC Project Company;

   (b) HGC Interests -- the partnership interests of Debtors
       Heber Loan Partners, ERC Energy, Inc. and ERC Energy II,
       Inc. in Debtor Heber Geothermal Company -- the HGC Project
       Company; and

   (c) HFC Interests -- the partnership interests of Debtors
       Covanta Heber Field Energy, Inc. and Heber Field Energy
       II, Inc. in Debtor Heber Field Company -- the HFC Project
       Company.

The SIGC Project Company, the HGC Project Company and the HFC
Project Company are known as the Debtor Project Companies.

After the Petition Date, the Debtors, through their financial
advisor, Chilmark Partners, continued the sale effort relating to
the Geothermal Debtor Equity.  In the past year, the Debtors and
Chilmark responded to inquiries from three parties who expressed
interest in the Geothermal Debtor Equity, including Caithness
Energy, LLC, a company specializing in power-project development
and geothermal resource exploration, and ArcLight Capital
Partners, LLC, a private investment firm focused on the electric
power and energy sector.  

After months of intensive arm's-length, good faith negotiations,
the Debtors and Caithness and ArcLight executed a Purchase
Agreement.  The Purchase Agreement contemplates the sale of these
Geothermal Interests to Caithness and ArcLight:

   (1) the Geothermal Debtor Equity; and

   (2) MP Interests -- the equity interests of non-debtor
       affiliate Covanta Power Pacific, Inc. in non-debtor
       affiliates Pacific Geothermal Company and Mammoth
       Geothermal Company, which entities, in turn, collectively
       own 50% of the partnership interests in Mammoth Pacific,
       L.P.

The Project Companies lease or own these Geothermal Projects in
or near Heber and Mammoth Lakes, California:

   (a) The SIGC Project -- a nominal 48-megawatt geothermal
       electric power plant leased by the SIGC Project Company,
       which is operated by Debtor Covanta SIGC Geothermal
       Operations, Inc. -- SIGC Operator;

   (b) The HGC Project -- a nominal 52-megawatt geothermal
       electric plant owned by the HGC Project Company, which is
       operated by Debtor Covanta Imperial Power Services, Inc.
       -- HGC Operator;

   (c) The HFC Project -- a geothermal fluid facility owned by
       the HFC Project Company, which is operated by Debtor
       Covanta Geothermal Operations, Inc. -- HFC Operator; and

   (d) The MP Project -- a nominal 40-megawatt geothermal
       electric power plant comprised of three plants owned by
       the MP Project Company, which is operated by non-debtor
       affiliate Covanta Power Plant Operations, Inc.

By this motion, Covanta Energy Americas, Inc., Covanta Heber
Field Energy, Inc., Heber Field Energy II, Inc., Heber Loan
Partners, ERC Energy, Inc. and ERC Energy II, Inc. -- the Debtor
Sellers -- and Covanta Energy Corporation ask Judge Blackshear to
approve the:

   (a) sale by the Debtor Sellers of the equity and partnership   
       interests relating to four geothermal energy projects to
       Caithness Energy, LLC, ArcLight Capital Partners, LLC, and
       certain of their affiliates, pursuant to the Ownership
       Interest Purchase Agreement, dated as of September 5,
       2003; or to another party making a higher or better offer
       -- the Alternative Transaction -- free and clear of liens,
       claims and encumbrances, except certain General Electric
       Capital Corporation Liens;

   (b) Covanta SIGC Energy, Inc., Covanta SIGC Energy II, Inc.
       and AMOR -- the Debtor Holding Companies -- proceeding to
       convert to limited liability companies prior to the
       consummation of the Proposed Sale;

The principal provisions of the Purchase Agreement are:

A. Purchase Price

   The base purchase price is $170,000,000.  The Purchase Price
   is subject to adjustment based on changes in the Working
   Capital of the Project Companies at Closing from an agreed
   benchmark.

B. Purchased Businesses

   The Purchase Agreement provides for the sale of the Geothermal
   Interests, which corresponds to all of the Debtors' ownership
   interests in the Project Companies and the Holding Companies.

C. Conditions to Closing

   Before Closing, the Debtors should receive Court approval of  
   the:

      (a) sale of the Geothermal Debtor Equity;

      (b) Break-Up Fee, Expense Reimbursement and Buyer  
          Liability Limitation;

      (c) assumption by the Debtor Project Companies of the
          Material Contracts and all other relevant contracts;
          and

      (d) assignment of the operations and maintenance agreements
          -- O&M Contracts -- by the Debtor Operators to
          Caithness and ArcLight.

   In addition, the Debtors must receive formal approval from
   their postpetition lenders, consenting to the consummation of
   the transactions contemplated in the Purchase Agreement.

D. Conversion of Holding Companies

   Immediately prior to Closing, the Debtors will have caused
   each of the Holding Companies to convert to limited liability
   company status.

E. Transactions at Closing

   At the Closing:

      (a) the Debtors will transfer the Geothermal Interests; and

      (b) Caithness and ArcLight will deliver to the Debtors an
          amount that, together with the Initial Deposit, equals
          the Purchase Price, by wire transfer of immediately
          available funds to an account designated by the
          Debtors.

   Immediately prior to these transactions, the Debtor Project  
   Companies and Debtor Holding Companies -- Acquired Debtor
   Companies -- will assume all executory contracts and unexpired
   leases relating  to the business of the Geothermal Projects to
   which they are parties, which contracts and leases will be
   transferred to Caithness and ArcLight through their
   acquisition of the ownership interests in the Acquired Debtor
   Companies.  Certain Debtor Sellers and certain Debtor
   Operators will assume and assign certain contracts relating to
   the business of the Geothermal Projects to Caithness and
   ArcLight.  

   Finally, the Debtor Operators will assign their previously
   assumed O&M Contracts to Caithness and ArcLight.  The Debtors
   will be liable for all cure costs under the assumed or assumed
   and assigned contracts or leases.  Immediately after the
   Closing, the bankruptcy cases of the Acquired Debtor
   Companies, will be deemed dismissed.

F. Termination

   The Purchase Agreement may be terminated by:

      (a) Caithness and ArcLight,

          -- in the event of non-compliance by any Debtor with
             the bankruptcy approval requirements set forth in
             the Purchase  Agreement;

          -- in the event that the Debtors will fail to make a
             timely pre-merger notification filing with the
             Federal Trade Commission;

          -- if the Court fails to approve the bidding
             procedures;

          -- if the Court fails to approve the sale on or before
             November 30, 2003; or

          -- if the Proposed Sale does not close on or prior to
             December 31, 2003;

      (b) mutual consent of Caithness, ArcLight and the Debtors;
          or

      (c) either Caithness, ArcLight or the Debtors at any time
          after the Debtors have accepted a binding offer with
          respect to an Alternative Transaction as the winning
          bid in the Auction.

G. Initial Deposit

   Caithness and ArcLight will make (a) a $4,250,000 deposit, and
   (b) immediately upon issuance of the Bidding Procedures Order,
   an additional deposit equal to $4,250,000, to be held by a
   bank selected by the Debtors and reasonably acceptable to
   Caithness and ArcLight -- the Escrow Agent.  

   The Escrow Agent will immediately deposit the Initial Deposit
   into an interest-bearing account.  The Escrow Agent will hold
   the Initial Deposit until the earlier of the Closing Date or
   the termination of the Purchase Agreement, at which time the
   Initial Deposit will:

      (a) if the Closing will occur, be applied to the
          payment of the Purchase Price, or

      (b) if the Purchase Agreement will terminate prior to the
          Closing, be applied in accordance with Section 10.2 of
          the Purchase Agreement.

   One half of the Escrow Agent's escrow fees and charges will be
   paid by Caithness and ArcLight, collectively, and the other
   half will be paid by the Debtors.

According to Ms. Buell, the Purchase Agreement represents the
best offer received to date by the Debtors for the Geothermal
Debtor Equity.  The consideration to be paid is fair and
reasonable and any doubt as to the reasonableness would be
dispelled by the fact that other potential bidders have the
opportunity to submit higher or better offers, thus enhancing the
Debtors' ability to receive the highest or best value for the
Geothermal Debtor Equity.  

With respect to the proposed conversion of the Debtor Holding
Companies into limited liability company status after the Court's
approval of the Proposed Sale and in advance of the Closing Date,
this is an administrative step that Caithness and ArcLight
consider an important precursor to Closing.  The GECC Liens on
the Debtor Holding Companies would remain unchanged by their
conversion to limited liability company status and would transfer
with the Geothermal Debtor Equity.  

Any liens, claims and encumbrances will attach to the net sale
proceeds with the same validity, priority, force and effect that
these liens, claims and encumbrances had on the Geothermal Debtor
Equity prior to the Closing Date.

Under Section 363(f)(2) of the Bankruptcy Code, a sale free and
clear of all liens is permissible if all secured lienholders
consent.  Ms. Buell assures the Court that the Debtors are
providing proper notice of their request, including notice to all
creditors who may be secured, giving them the opportunity to
object to the Proposed Sale.  

The Debtors assert that the Purchase Agreement was entered only
after seriously exploring all other alternatives and the Purchase
Agreement negotiations involved substantial time and effort by
all the parties and their professionals.  The Purchase Agreement
reflects the give-and-take and compromises made on both sides.
Accordingly, the Debtors ask the Court to determine that
Caithness and ArcLight have acted in good faith and are entitled
to the protections of good faith purchasers under Section 363(m)
of the Bankruptcy Code.  

Furthermore, Ms. Buell notes that the reorganization plan
presupposes consummation of the Proposed Sale or an Alternative
Transaction.  Thus, the Proposed Sale or Alternative Transaction
would be afforded exemption from stamp taxes or similar taxes
provided by Section 1146(c). (Covanta Bankruptcy News, Issue No.
37; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


COVENTRY HEALTH: Will Publish Third-Quarter Results on Oct. 30
--------------------------------------------------------------
Coventry Health Care, Inc. (NYSE:CVH) will release third quarter
financial results on Thursday, October 30, 2003. Allen F. Wise,
Coventry's President and Chief Executive Officer, will host a
conference call and webcast at 9:30 a.m. EST on that day to
discuss the results. To listen to the call, dial toll-free at 888-
569-5033 or, for international callers, 719-457-2653. A replay of
the call may be accessed at 888-203-1112 or, for international
callers, 719-457-0820. The access code is 235250. The replay will
be available beginning Thursday, October 30, at 1:00 p.m. EST
until Thursday, November 6, at 11:00 p.m. EST. The conference call
will also be available via webcast on the Investor Relations page
on Coventry's Web site at http://www.cvty.com

Coventry Health Care is a managed health care company based in
Bethesda, Maryland operating health plans and insurance companies
under the names Altius Health Plans, Coventry Health Care,
Coventry Health and Life, Carelink Health Plans, Group Health
Plan, HealthAmerica, HealthAssurance, HealthCare USA,
PersonalCare, SouthCare, Southern Health and WellPath. The Company
provides a full range of managed care products and services,
including HMO, PPO, POS, Medicare+Choice, Medicaid, and Network
Rental to 3.1 million members in a broad cross section of employer
and government-funded groups in 14 markets throughout the Midwest,
Mid-Atlantic and Southeast United States. More information is
available on the Internet at http://www.cvty.com

As previously reported, A.M. Best Co. assigned a "bb+" debt rating
to Coventry Health Care Inc.'s (NYSE: CVH) (Bethesda, MD) $175
million 8.125% ten-year senior unsecured notes due February 2012.


DATA TRANSMISSION: Files Prepackaged Plan in S.D. of New York
-------------------------------------------------------------
Data Transmission Network Corporation and its debtor-affiliates
delivered their Prepackaged Joint Plan of Reorganization and an
accompanying Disclosure Statement with the U.S. Bankruptcy Court
for the Southern District of New York.  Full-text copies of the
documents are available for a fee at:

  http://www.researcharchives.com/bin/download?id=030928213717

                             and

  http://www.researcharchives.com/bin/download?id=030928214117

Under the Plan, Allowed Claims (other than Allowed Administrative
Expense Claims and Allowed Priority Tax Claims) and Equity
Interests are divided into 8 Classes, for all purposes, including
voting on this Plan, Confirmation of this Plan and Distributions
made pursuant to this Plan:

  Class  Description             Treatment
  -----  -----------             ---------
   n/a   Administrative Expense  Unimpaired; Except as otherwise
         Claims                  agreed, will be paid in full,
                                 in Cash.

   n/a   Priority Tax Claims     Unimpaired; Will be paid in
                                 full, in Cash.

    1    Priority Claims         Unimpaired; If otherwise
                                 agreed, all claims will be paid
                                 in full, in cash.

    2    Secured Lender Claims   Impaired; At the option of VSA,
                                 holders will receive:
                                 1) Cash Option - a Pro-Rata
                                    Distribution of
                                    a) $185,000,000 and
                                    b) a Cash payment in the
                                       amount of accrued, and
                                       unpaid interest at the
                                       non-default rate through
                                       the Effective Date and
                                       all other required
                                       payments; or
                                 2) Recapitalization Alternative

    3    Other Secured Claims    Unimpaired; The Debtors, as
                                 applicable, will either
                                 1) pay the Allowed amount of
                                    such Claim in full on the
                                    later of the Effective Date
                                    or the date such Claim
                                    becomes Allowed,
                                 2) return the Collateral                
                                    securing such Claim to the
                                    secured creditor,
                                 3) reinstate the Other Secured           
                                    Claim in accordance with the
                                    provisions of Section
                                    1124(2) of the Bankruptcy
                                    Code,
                                 4) pay such Other Secured Claim
                                    in the ordinary course of           
                                    business,
                                 5) otherwise treat such Other
                                    Secured Claim in a manner
                                    that will render such Other
                                    Secured Claim unimpaired or
                                 6) as otherwise agreed to by
                                    the Parties.

    4    General Unsecured       Unimpaired; To the extent not
         Claims                  satisfied, the legal,
                                 equitable, and contractual
                                 rights to which a entitles the
                                 holder will be left unimpaired.

    5    Senior Subordinated     Impaired; On the Effective
         Convertible Note Claim  date, the holder will not
                                 receive or retain any property
                                 under the Plan on account of
                                 its Claim.

    6    Huston Note Claims      Impaired; On the Effective
                                 Date, the holder will not
                                 receive or retain any property
                                 under the Plan on account of
                                 their Claims.

    7    Equity Interests in     Impaired; The legal, equitable,
         Subsidiaries            and contractual rights of the
                                 holders are impaired by the
                                 Plan. On the Effective Date,
                                 the Equity Interests of non-
                                 Debtors in Subsidiaries will be
                                 cancelled, annulled and
                                 extinguished.

    8    Equity Interests in     Impaired; The legal, equitable,
         VS&A-DTN                and contractual rights of the
                                 holders are impaired by the
                                 Plan. On the Effective Date,
                                 the Equity Interests in VS&A-
                                 DTN will be cancelled, annulled
                                 and extinguished and the
                                 holders of such Equity
                                 Interests in VS&A-DTN will not
                                 receive or retain any property
                                 under the Plan.

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.


DIRECTV: Wants More Time to Move Pending Actions to Delaware
------------------------------------------------------------
Joel A. Waite, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, claims that DirecTV Latin America, LLC may
be party to actions pending in the courts of various
jurisdictions.  Recently, the Debtor has been focused on various
matters including providing information to the Committee,
negotiating a Chapter 11 plan and preparing disclosure statements
having adequate information.  Thus, the Debtor did not have a full
opportunity to fully investigate and determine whether there are
any pending matters that should be removed.

Accordingly, the Debtor asks the Court, pursuant to Rule
9006(b)(1) of the Federal Rules of Bankruptcy Procedure, to
extend the time by which it may file notices of removal with
respect to pending prepetition civil actions to and including the
latest to occur of:

   (i) December 15, 2003; or

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

Mr. Waite asserts that the extension is fair and reasonable
because:

   (a) it will afford the Debtor an additional opportunity to
       make fully informed decisions concerning removal of any
       pending actions;

   (b) it will assure that the Debtor does not forfeit valuable
       rights under Section 1452 of the Judiciary Procedures
       Code; and

   (c) the rights of the Debtor's adversaries, if any, will not
       be prejudiced by the extension since any party to a
       pending action that is removed may seek to have it
       remanded to the State Court pursuant to Section 1452(b).

Judge Walsh will convene a hearing on October 8, 2003 to consider
the Debtor's request.  By application of Del.Bankr.LR 9006-2, the
Debtor's removal period is automatically extended through the
conclusion of that hearing. (DirecTV Latin America Bankruptcy
News, Issue No. 13; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


EMERITUS ASSISTED: Completes Sale/Leaseback of Four Facilities
--------------------------------------------------------------
Emeritus Assisted Living (AMEX:ESC) (Emeritus Corporation), a
national provider of assisted living and related services to
senior citizens, completed the sale/leaseback of four facilities.

This transaction completes the sale/leaseback transactions and
financings related to the repurchase of the Company's Series A
Preferred Stock, previously disclosed. The four communities are
purpose-built assisted living facilities located in Virginia,
Washington, Mississippi, and Massachusetts. As part of the
transaction, the Company acquired the 50 percent joint-venture
interest of a third party in the facility located in Mississippi.
The lease term is for 15 years with a 15-year extension. In
addition to the lease, the lessor had funded a mezzanine loan
related to these four properties, previously disclosed. The
Company received approximately $6.6 million in cash proceeds from
this transaction and anticipates recognizing a gain of
approximately $8 million, which will be amortized over the life of
the leases.

Emeritus Assisted Living is a national provider of assisted living
and related services to seniors. Emeritus is one of the largest
developers and operators of freestanding assisted living
communities throughout the United States. These communities
provide a residential housing alternative for senior citizens who
need help with the activities of daily living with an emphasis on
assistance with personal care services to provide residents with
an opportunity for support in the aging process. Emeritus
currently holds interests in 169 communities representing capacity
for approximately 17,600 residents in 32 states. Emeritus's common
stock is traded on the American Stock Exchange under the symbol
ESC, and its home page can be found on the Internet at
http://www.emeritus.com  

Emeritus Corporation's June 30, 2003 balance sheet shows a working
capital deficit of about $30 million, and a total shareholders'
equity deficit of about $89 million.


ENCOMPASS SERVICES: Court Fixes Prepetition Settlement Protocol
---------------------------------------------------------------
U.S. Bankruptcy Court Judge Greendyke authorizes the Encompass
Services Debtors to settle claims in the ordinary course of their
business provided that the Debtors submit notice, at least 10
business days prior to the Debtors' acceptance of any proposed
settlement, to:

   -- the parties-in-interest;

   -- the U.S. Trustee; and

   -- any party to the litigation or dispute which the Debtors
      propose to settle through the party's attorney of record,
      if any, in the bankruptcy cases.

The Settlement Notice will include a brief description of the
nature of the dispute and the terms of the proposed settlement,
including the amount of the proposed settlement.  If a settlement
notice party objects to a settlement notice, the party must
provide a written notice of the objection to the Settlement
Notice Parties and counsel for the Debtors within 10 business
days of the Debtors' service of the Settlement Notice to the
party.  If the objection is made by a settlement notice party
within 10 business days of the Debtors' service of the Settlement
Notice, the Debtors and the objecting party will attempt to
resolve the objection within 48 hours of service of the Objection
on the Debtors.  However, if no resolution is reached within that
time, the Debtors will prepare and file a motion seeking approval
of the proposed settlement, which will be heard at the next
omnibus hearing scheduled in the Debtors' Chapter 11 cases.

Judge Greendyke further rules that irrespective of whether a
Settlement Notice Party does or does not object to a Settlement
Notice or whether a hearing is or is not held on a proposed
settlement, the Debtors are required to submit quarterly status
reports to the parties-in-interest and the U.S. Trustee
indicating the number of Claims settled within the quarter that
are in excess of $50,000 and the payments received thereon.
(Encompass Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


EOTT ENERGY LLC: Changes Name to Link Energy LLC
------------------------------------------------
EOTT Energy LLC (NASDAQ OTC:EOTT) announced that, effective
October 1, 2003, EOTT Energy LLC will become Link Energy LLC.  
This name change does not impact the ongoing structure,
contractual commitments, organization or operations of the
company's business assets or activities.  Effective immediately,
the company's NASDAQ bulletin board trading symbol has changed
from EOTT to LNKE. Company warrants will now be traded under the
symbol LNKEW effective October 1st. The company will continue to
post crude oil price bulletins, but will do so under the Link
Energy name beginning October 1st.

"Earlier this year, we completed a significant step in
restructuring our company. This name change represents the final
step in a clean break from our past corporate affiliation,"
explained Tom Matthews, Chairman and Chief Executive Officer. "We
selected the name Link Energy because our core business strength
has always been and will continue to be our ability to link crude
oil and liquid hydrocarbon producers to the marketplace. Our
people, our services and our transportation and distribution
assets make essential connections each day to move products across
North America. We want the market to 'make the connection' that
even though our name has changed, we have the same great people,
products and services our customers have relied on for years."

Matthews continued, "We move forward as Link Energy -- a highly
successful, fully independent company with a bright future. We've
been busy these past few months taking the steps necessary to
position the company for future growth as a leader in the crude
oil marketing and transportation business. For example, we've sold
some non-strategic assets in California, East Texas and Northern
Louisiana. We also made the choice to phase out our currently
unprofitable MTBE production on the Houston Ship Channel, which
will allow us to expand our profitable NGL storage and
transportation business. We've recently resolved some key
litigation with a $30 million judgment in our favor against Texas
New Mexico Pipe Line Company, a subsidiary of Shell Oil Company.
We are working on other activities that will enable us to pursue
future acquisitions and other growth strategies in our key
geographic regions."

Other EOTT Energy subsidiaries will also adopt the Link Energy
name effective October 1st: EOTT Energy Operating Limited
Partnership will become Link Energy Limited Partnership. EOTT
Energy Pipeline Limited Partnership will become Link Energy
Pipeline Limited Partnership. EOTT Energy Canada Limited
Partnership will become Link Energy Canada Limited Partnership and
EOTT Energy Canada Management LTD will become Link Energy Canada
LTD.

Beginning October 1st, the company's new Web site will be
http://www.linkenergy.comand its employees will be able to begin  
receiving e-mails @linkenergy.com

Link Energy LLC is a major independent marketer and transporter
of crude oil in North America. Link Energy also processes,
stores, and transports natural gas liquids products. Link Energy
transports most of the lease crude oil it purchases via pipeline
that includes approximately 8,000 miles of intrastate and
interstate pipeline and gathering systems and a fleet of more
than 230 owned or leased trucks.


EPIC RESORTS: Sunterra Pitches Best Bid to Acquire Co.'s Assets
---------------------------------------------------------------
Sunterra Corporation (OTC Bulletin Board: SNRR) was the successful
bidder for the assets of Epic Resorts with an all cash bid of
$25.0 million. Subject to final confirmation by the United States
Bankruptcy Court for the District of Delaware, the transaction is
expected to close by the end of October 2003.

The Epic Vacation Club, a points-based vacation club with
approximately 16,000 active members, features six different resort
locations in Hilton Head, South Carolina; Daytona Beach, Florida;
Scottsdale, Arizona; Palm Springs, California; Lake Havasu,
Arizona; and Las Vegas, Nevada. There are also approximately 4,500
owners of Epic timeshare weeks at the Hilton Head and Daytona
Beach resorts.

Epic's assets include management rights to the Epic Vacation Club
and four of the resorts, as well as inventory assigned to Epic
Vacation Club, development land at the Hilton Head location and
unsold inventory at the resorts.

Nicholas Benson, Sunterra's CEO, said, "Sunterra is pleased to
have the opportunity to expand its global portfolio of vacation
ownership resorts through this acquisition. We believe this will
be beneficial to the members of both the Sunterra and Epic
communities, and we intend to continue our search to make
additional strategic acquisitions."

A hearing to confirm the sale is scheduled to take place in the
Bankruptcy Court on October 7, and Sunterra will communicate
further details of this transaction and its plans for integrating
this acquisition into its business following that hearing.

Sunterra Corporation is one of the world's largest vacation
ownership companies with 87 (excluding the Epic resorts noted
above) affiliated resort locations in the continental United
States, Europe, the Caribbean, Hawaii and Mexico. A copy of this
press release will be available in the Investor Relations section
of Web site at http://www.sunterra.com  


FAR WEST INDUSTRIES: Shareholders Endorse Plan of Arrangement
------------------------------------------------------------
Far West Industries Inc. announced that the Plan of Arrangement,
as amended, involving Far West, Digital Dispatch Systems Inc.,
Ghai Investments Ltd., and 3776107 Canada Inc., previously
announced by Far West has been approved by its shareholders at the
special meeting of shareholders held October 1.

Under the Arrangement, DDS will acquire all of the issued and
outstanding Far West shares, except Far West shares held by GIL,
and Far West shareholders will become shareholders of DDS.

Closing of the Arrangement remains subject to the satisfaction of
certain conditions precedent including receipt of court and
regulatory approvals, conditional approval of the listing of DDS
common shares on the Toronto Stock Exchange or the TSX Venture
Exchange and the completion of the private placement of special
warrants of DDS Subco for aggregate proceeds of not less than $10
million, which special warrants are exchangeable under the
Arrangement for a DDS share and up to one-half of a warrant to
purchase a DDS share. Pursuant to an Order of the Supreme Court of
British Columbia, the hearing of the petition for the Final Order
for Court approval of the Arrangement is scheduled for October 29,
2003.


FMA CBO FUNDING: S&P Downgrades Class B Note Rating to B-
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A and B notes issued by FMA CBO Funding II L.P., a high-yield
arbitrage CBO transaction managed by Financial Management Advisors
Inc.

The lowered ratings on the notes reflect factors that have
negatively affected the credit enhancement available to support
the notes since the previous rating action on July 15, 2002. These
factors include par erosion of the collateral pool securing the
rated notes and deterioration in the credit quality of the
performing assets within the pool.

Although the class A notes were paid down by approximately $15.4
million on the last payment date (Sept. 25, 2003), the improvement
afforded to the class A notes was insufficient to offset the par
erosion and deterioration in credit quality.

Standard & Poor's has reviewed current cash flow runs generated
for FMA CBO Funding II L.P. to determine the level of future
defaults the rated notes can withstand under various stressed
default timing and interest rate scenarios while still paying all
of the interest and principal due on the notes. After comparing
the results of these cash flow runs with the projected default
performance of the performing assets in the collateral pool,
Standard & Poor's determined that the ratings assigned to the
class A and B notes were no longer consistent with the credit
enhancement available, resulting in the lowered ratings. Standard
& Poor's will continue to monitor the future performance of the
transaction to ensure that the ratings assigned to all of the
notes remain consistent with the credit enhancement available.

     RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE

                    FMA CBO Funding II L.P.

                            Rating
                       To             From
          Class A      BBB+           AA-/Watch Neg
          Class B      B-             BBB-/Watch Neg

                    TRANSACTION INFORMATION

          Issuer:           FMA CBO Funding II L.P.
          Co-issuer:        FMA CBO Funding II Corp.
          Current Manager:  Financial Management Advisors Inc.
          Underwriter:      Prudential Securities
          Trustee:          J.P. Morgan Chase
          Transaction type: Cash flow arbitrage CBO

     TRANCHE INFORMATION     INITIAL     LAST ACTION   CURRENT
     Date (MM/YYYY)          10/1999     7/2002        9/2003
     Class A note Rtg.       AAA         AA-           BBB+
     Class A note Bal        $251.00mm   $240.65mm     $192.57mm
     Class B note Rtg        AA-         BBB-          B-
     Class B note Balance    $47.00mm    $47.00mm      $47.00mm
     Class A/B OC Ratio      134.1%      111.4%        106.0%
     Class A/B OC Ratio Min  125.0%      125.0%        125.0%

     PORTFOLIO BENCHMARKS                        CURRENT
     S&P Wtd. Avg. Rtg.(excl. defaulted)         B+
     S&P Default Measure(excl. defaulted)        3.97%
     S&P Variability Measure (excl. defaulted)   2.58%
     S&P Correlation Measure (excl. defaulted)   1.14%
     Wtd. Avg. Coupon (excl. defaulted)          9.35%
     Wtd. Avg. Spread (excl. defaulted)          N/A
     Oblig. Rtd. 'BBB-' and Above                4.71%
     Oblig. Rtd. 'BB-' and Above                 31.17%
     Oblig. Rtd. 'B-' and Above                  78.59%
     Oblig. Rtd. in 'CCC' Range                  7.14%
     Oblig. Rtd. 'CC', 'SD' or 'D'               14.27%
     Obligors on Watch Neg (excl. defaulted)     5.54%

     S&P RATED OC (ROC)  PRIOR TO ACTION          AFTER ACTION
     Class A notes       96.28%  (AA-/Watch Neg)  101.61% (BBB+)
     Class B notes       92.67% (BBB-/Watch Neg)  101.12% (B-)


GARFIELD COUNTY: $3.3MM Mortgage Bonds Rating Cut to BB
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Garfield
County Economic Development Authority, Okla.'s $3.3 million
single-family mortgage revenue bonds to 'BB' from 'AAA' as a
result of the parity position dropping below 1x coverage. If the
Ginnie Mae securities prepay, there would be insufficient funds on
hand to pay bondholder in full. The trustee, Bank One, is working
with the bondholder to rectify this situation.


GENERAL MAGIC: Disclosure Statement Hearing Set for Thursday
------------------------------------------------------------
On December 11, 2002, General Magic Inc., commenced a voluntary
bankruptcy case in the United States Bankruptcy Court for the
Northern District of California under Chapter 11 of Title 11 of
the United States Code. Since the Petition Date, the Company has
conducted an orderly liquidation of its assets and wind-down of
its affairs under the supervision of the Bankruptcy Court.

On September 5, 2003, the Company filed the Debtor's Plan of
Liquidation and a Disclosure Statement in Support of Debtor's Plan
of Liquidation in the Bankruptcy Court. Copies of the Plan and the
Disclosure Statement may be obtained by written request to the
Company's bankruptcy counsel: Pachulski, Stang, Ziehl, Young,
Jones & Weintraub, P.C., Three Embarcadero Center, Suite 1020, San
Francisco, CA 94111, Tel: (415)263-7000, Fax: (415)263-7010, Attn:
Patricia J. Jeffries.

The Plan and Disclosure Statement were filed along with a motion
by General Magic for the Bankruptcy Court to approve certain
procedures for the solicitation of votes on the Plan. The proposed
procedures limit notice of the hearings on the Plan and Disclosure
Statement.

Under the Plan, the Company will distribute any funds in the
estate (and any other assets that may be liquidated) to creditors
under the terms, and in accordance with the priorities, set forth
in the Plan. The Company estimates that general unsecured
creditors will receive a return of 8-10% on account of their
claims against the Company. Because there are insufficient funds
to satisfy creditor claims, stockholders and equity security
holders of the Company  receive nothing under the Plan and shares
of the Company have no value.

A hearing to consider the Solicitation Procedures Motion and the
adequacy of the Disclosure Statement is set to take place before
the Bankruptcy Court at 2:00 p.m. (PST) on October 9, 2003. The
deadline for filing objections to the Disclosure Statement is
October 2, 2003. If the Disclosure Statement is approved, the
Company intends to ask the Bankruptcy Court for a hearing on
confirmation of the Plan on or about November 21, 2003, or as soon
thereafter as possible. The specific date and time of the hearing
on confirmation of the Plan, and the deadline for filing
objections thereto, may be obtained after October 9, 2003, by
contacting the Company's bankruptcy counsel at the address
provided above.

Bankruptcy law does not permit solicitation of acceptances of the
Plan until the Bankruptcy Court approves the Disclosure Statement.
Accordingly, the filing is not intended to be, nor should it be
construed as, a solicitation of votes on the Plan.


GENSCI ORTHOBIOLOGICS: IsoTis Shareholders Back Proposed Merger
---------------------------------------------------------------
Shareholders of IsoTis S.A. (SWX/Euronext Amsterdam: ISON) have
given their full support to the merger of IsoTis with GenSci
OrthoBiologics (TSX: GNS) by approving the ordinary increase of
share capital for the issuance of IsoTis shares at the IsoTis
Extraordinary General Meeting that concluded this morning in
Lausanne.

At the EGM, 99.75% voted in favor of the combination, which is to
be called IsoTis OrthoBiologics. The vote follows yesterday's EGM
of GenSci in Vancouver, Canada at which 99.9% of the shareholders
voted in favor of the merger.

IsoTis OrthoBiologics' Board of Directors will consist of James S.
Trotman (Chairman), Aart Brouwer (Vice-Chairman), Patrick
Aebischer, Darrell J. Elliott, Henjo Hielkema, Daniel W. Kollin,
and Jacques Essinger as executive member.

Jacques Essinger, Chief Executive Officer of IsoTis OrthoBiologics
said: "This is a great moment for the new company. By joining
forces, IsoTis and GenSci are creating a competitive, independent,
and sustainable orthobiologics company. The votes at the
respective EGMs clearly demonstrate that our vision has the firm
support of our shareholders. Our teams on both sides at the
Atlantic are fully prepared, and eager to push forward, and
achieve our growth targets for 2004, 2005, and beyond. Sales
growth will be the measure of our performance from now on."

James S. Trotman MD, Chairman and founder of GenSci said: "I am
tremendously pleased to see that the vision both companies had in
the spring of this year is becoming a reality. The new company
clearly has the strong support of shareholders on both sides of
the ocean. The new board members are confident that the new
management team can lead IsoTis Orthobiologics to achieving its
stated objective of doubling combined top-line revenues and
reaching profitability in 2005."

Events towards effective closing of transaction

6 October - Plan of Arrangement Hearing, Supreme Court of British
            Columbia

Approval of Plan of Arrangement

14 October - Confirmation Hearing, California Bankruptcy Court

GenSci OrthoBiologics' emergence from Chapter 11

27 October - Effective date

31 October - new IsoTis shares to be issued


GEO-CON: UST Schedules Section 341(a) Meeting for October 22
------------------------------------------------------------
The United States Trustee will convene a meeting of Geo-Con,
Inc.'s creditors on October 22, 2003, 2:00 p.m., at United States
Bankruptcy Court, Southern District of New York, 300 Quarropas
Street, Room 243A, White Plains, New York 10601-5008. This is the
first meeting of creditors required under 11 U.S.C. Sec. 341(a) in
all bankruptcy cases.

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

Headquartered in Monroeville, Pennsylvania, Geo-Con Inc., filed
for chapter 11 protection on September 30, 2003 (Bankr. S.D.N.Y.
Case No. 03-23652).  Jonathan S. Pasternak, Esq., at Rattet,
Pasternak & Gordon Oliver, LLP represents the Debtor in its
restructuring efforts.  As of July 25, 2003, the Debtor listed
$9,946,978 in total asset and $7,090,001 in total debts.


GMAC COMM'L: Fitch Upgrades & Affirms Series 1998-C2 Ratings
------------------------------------------------------------
GMAC Commercial Mortgage Securities, Inc.'s commercial mortgage
pass-through certificates, series 1998-C2 are upgraded by Fitch
Ratings as follows:

   --$126.5 million class B to 'AAA' from 'AA+';
   --$113.9 million class C to 'AA' from 'A+'.
  
In addition, Fitch affirms the following classes:

   --$171.1 million class A-1 'AAA';
   --$1.3695 billion class A-2 'AAA';
   --Interest-only class X 'AAA';
   --$164.5 million class D 'BBB+';
   --$38 million class E 'BBB-';
   --$88.6 million class F 'BB+';
   --$44.3 million class G 'BB';
   --$19 million class H 'BB-';
   --$19 million class J 'B+';
   --$19 million class K 'B';
   --$25.3 million class L 'B-';
   --$19 million class M 'CCC'.

The $19 million class N certificates are not rated by Fitch.

The upgrades to classes B and C reflect increases in subordination
levels due to loan amortization and payoffs.

Currently, fifteen loans (3.2%) are in special servicing. The
largest specially serviced loan, Alternative Living Services, is
secured by five health care properties in California, Kansas and
Colorado. The properties' operator, controller, owner and/or
guarantor, Alterra Healthcare Corporation, filed for bankruptcy
protection in January 2003. The next largest specially serviced
loan, Greenwood Inn, is secured by a hotel property in Beaverton,
OR and is currently 90 days delinquent. The loan is cross-
collateralized and cross-defaulted with Greenwood Gardens Office
Building, also located in Beaverton, OR. The special servicer has
placed receivers at both properties. Twenty-three loans (5.2%)
reported year-end 2002 debt service coverage ratios below 1.00x.

As of the September 2003 distribution date, the transaction's
aggregate principal balance has decreased 11.6%, to $2.2 billion
from $2.5 billion at closing. Class L suffered an interest
shortfall in September 2003 due to the recovery of advances on the
modified Hamburg Plaza Loan after the second default and transfer
to special servicing. The interest shortfall to class L is
expected to be repaid in full in October 2003.

GMAC Commercial Mortgage Corp, the master servicer, collected YE
2002 financials for 95% of the pool balance. Based on the
information provided the resulting YE 2002 weighted average DSCR
remains strong at 1.78 times, compared to 1.89x as of YE 2001 and
1.65x at issuance for the same loans.

Fitch reviewed the credit assessments of the top five loans
(25.6%). The DSCR for each loan is calculated using servicer
provided net operating income less required reserves divided by
debt service payments based on the current balance using a Fitch
stressed refinance constant. Based on their stable performance,
four loans maintain investment grade credit assessments and one
loan maintains a non-investment grade credit assessment.

The OPERS Portfolio (8.4%) consists of 12 retail outlet centers.
The total portfolio occupancy as of YE 2002 is 94.6%, which is
slightly lower than the 97% occupancy at issuance. The YE 2002
Fitch stressed DSCR is 2.32x.

The Arden Portfolio (6.1%) is comprised of 15 office and 7
industrial properties totaling 2.2 million square feet located in
California. Occupancy as of March 31, 2003 is 100%, and the YE
2002 Fitch stressed DSCR is 1.93x.

The Boykin Portfolio (5.5%) consists of ten full service
Doubletree hotels in various locations. The total portfolio
occupancy as of Dec. 31, 2002 is 65.2%, down slightly from 66.2%
at Dec. 31, 2001 and 69% at issuance. The YE 2002 Fitch stressed
DSCR is 1.15x.

The South Towne Mall (2.8%) is located in Sandy, UT, a suburb of
Salt Lake City, and consists of a regional mall and a power
center. The mall anchors are Dillard's, JC Penney, Meier and
Frank, and Mervyn's. The YE 2002 Fitch stressed DSCR is 1.56x.

The Grove Property Trust portfolio (2.8%) consists of seventeen
multifamily properties dispersed throughout Connecticut,
Massachusetts, and Rhode Island. The reported YE 2002 occupancy is
97%, down slightly from 99% for YE 2001. The YE 2002 Fitch
stressed DSCR is 2.14x.

Fitch applied various stress scenarios including assumed losses on
some of the loans of concern. Even under these stress scenarios
subordination levels remain sufficient to justify the rating
actions. Fitch will continue to monitor this transaction for any
change in performance.


GMX RESOURCES: Extends Note & Credit Agreement to March 1, 2004
---------------------------------------------------------------
GMX RESOURCES INC. (Nasdaq: GMXR; Warrants: GMXRW) --
http://www.GMXRESOURCES.com-- announced the signing of a new note  
and extension of its existing credit line of $7,160,000 to mature
on March 1, 2004.

The note originally matured on May 1, 2003 and since that date GMX
and its lender have been operating under forbearance arrangements
which required GMX to pay substantially all of its available
monthly cash flow (after payment of current operating expenses) to
the lender. Under the amended agreement, GMX will be required to
make monthly payments of $90,000 in principal plus interest until
the extended maturity date of March 1, 2004. The Company is
currently in compliance with the collateral valuations and
covenants required by its existing bank.

Ken L. Kenworthy, EVP and CFO stated, "The Company appreciates the
confidence and faith in management, by our lending bank. This
amendment and extension should enable us to have additional cash
flow available to reduce our past due accounts payable. We
continue to seek funding for drilling on our East Texas properties
and we are improving our working capital deficit each month."


HANGER ORTHOPEDIC: Extends Tender Offer for Senior Sub. Notes
-------------------------------------------------------------
Hanger Orthopedic Group, Inc. (NYSE: HGR) is extending the
expiration date of its cash tender offer and consent solicitation
for any and all of its $150,000,000 outstanding principal amount
of 11-1/4% Senior Subordinated Notes due 2009 (CUSIP No.
41043FAB5).  The tender offer is being extended solely to
coincide with the closing of the bank financing, which is expected
to close on Friday, October 3.

The tender offer has been extended to expire at 5:00 p.m., New
York City time, on Friday, October 3, 2003, unless further
extended or earlier terminated.  The consent expiration date for
the offer remains 5:00 p.m., New York City time, on September 23,
2003.

As of 5:00 p.m., New York City time, on September 30, 2003,
$134,438,000 aggregate principal amount of the senior subordinated
notes had been tendered and not withdrawn, and, other than
expiration of the tender offer, all of the conditions to the
tender have been satisfied.

Holders who tender their senior subordinated notes will receive
accrued and unpaid interest on such notes up to, but not
including, the payment date in connection with the tender offer.  
The tender price for the senior subordinated notes will be payable
to holders who validly tender and do not properly withdraw their
senior subordinated notes on or prior to the tender offer
expiration date.

The tender offer and consent solicitation are being made pursuant
to an Offer to Purchase and Consent Solicitation Statement dated
September 2, 2003, and related Consent and Letter of Transmittal,
which more fully set forth the terms of the tender offer.

Lehman Brothers Inc. is the dealer manager for the tender offer
and solicitation agent for the consent solicitation.  Questions
about the tender offer should be directed to Lehman Brothers Inc.,
toll-free at (800) 438-3242 or (212) 528-7581 (collect),
attention: Liability Management.  The information agent for the
tender offer is D.F. King & Co. Inc.  Requests for additional
sets of the tender offer materials may be directed to D.F. King &
Co. Inc., by calling toll-free at (888) 567-1626.

Hanger Orthopedic Group, Inc. (S&P, B+ Corporate Credit Rating),
headquartered in Bethesda, Maryland, is the world's premier
provider of orthotic and prosthetic patient-care services. Hanger
is the market leader in the United States, owning and operating
591 patient-care centers in 44 states and the District of
Columbia, with 3,139 employees including 875 certified
practitioners.  Hanger is organized into two business segments:
patient-care, which consists of nationwide orthotic and prosthetic
practice centers, and distribution, which consists of distribution
centers managing the supply chain of orthotic and prosthetic
componentry to Hanger and third party patient-care centers.  In
addition, Hanger operates the largest orthotic and prosthetic
managed care network in the country.


HANOVER DIRECT: Martin L. Edelman Joins Board of Directors
----------------------------------------------------------
Hanover Direct, Inc., announced that Martin L. Edelman, of counsel
to the law firm Paul, Hastings, Janofsky & Walker LLP, and Wayne
P. Garten, a financial consultant specializing in the direct
marketing industry, have joined the Company's Board of Directors
as designees of the holder of the Company's Series B Preferred
Stock, Chelsey Direct, LLC.  "On behalf of the Board of
Directors," said Tom Shull, Chairman, President and Chief
Executive Officer of Hanover Direct, "I welcome Mr. Edelman and
Mr. Garten to the Board and the Company."

Mr. Edelman specializes primarily in real estate and corporate
transactions.  The focus of Mr. Edelman's practice has been large,
complex negotiations involving acquisitions, dispositions and
financing.  He is a director of Cendant Incorporated, Acadia
Realty and Capital Trust.  Mr. Edelman is a graduate of Princeton
University (1963) and Columbia University School of Law (1966) and
served as an Officer in the United States Army from 1966 through
1969.

Mr. Garten was Chief Executive Officer and President of Popular
Club, Inc., a direct selling, catalog marketer of apparel and
general merchandise products, from 2001 to 2003.  From 1997 to
2000, he was Executive Vice President and Chief Financial Officer
of Micro Warehouse, Inc., an international catalog reseller of
computer products.  From 1983 to 1996, Mr. Garten held various
financial positions at Hanover Direct and its predecessor, The
Horn and Hardart Company, including Executive Vice President and
Chief Financial Officer from 1989 to 1996.  Mr. Garten is a
Certified Public Accountant.

Hanover Direct, Inc. (Amex: HNV) -- whose June 28, 2003 balance
sheet shows a total shareholders' equity deficit of about $65
million -- and its business units provide quality, branded
merchandise through a portfolio of catalogs and e-commerce
platforms to consumers, as well as a comprehensive range of
Internet, e-commerce and fulfillment services to businesses.  The
Company's catalog and web site portfolio of home fashions, apparel
and gift brands include Domestications, The Company Store, Company
Kids, Silhouettes, International Male, Scandia Down and Gump's By
Mail.  The Company owns Gump's, a retail store based in San
Francisco.  Each brand can be accessed on the Internet
individually by name. Keystone Internet Services, LLC --
http://www.keystoneinternet.com-- the Company's third party  
fulfillment operation, also provides the logistical, IT and
fulfillment needs of the Company's catalogs and web sites.  
Information on Hanover Direct, including each of its subsidiaries,
can be accessed on the Internet at http://www.hanoverdirect.com


HEALTHSOUTH CORP: Divides Ambulatory Services Division into Two
---------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) will divide its
Ambulatory Services Division into two divisions -- Outpatient
Rehabilitation and Diagnostics.

Bob May, who serves as HealthSouth's Interim Chief Executive
Officer and Interim President of its Ambulatory Services Division,
will continue to oversee the new Outpatient Rehabilitation
Division until the search for a permanent replacement is complete.
Karen Davis has been named President of the new Diagnostics
Division.

By separating its diagnostics business into its own division,
HealthSouth said it will be better able to place a renewed focus
on HealthSouth's 127 diagnostic imaging centers across the
country. HealthSouth said it plans to enhance the Diagnostics
Division's information systems, acquire new equipment where needed
and create a dedicated sales team for the division.

Davis has worked for HealthSouth for nine years in a variety of
capacities. She has served as Diagnostic Group Vice President for
the Eastern United States, as CEO for HealthSouth Metro West
Hospital, and as its National Director for Clinical Trials. Prior
to coming to HealthSouth, she worked for Diagnostic Health
Corporation, which was acquired by HealthSouth in 1994.

"Separating diagnostics into its own division exemplifies our
commitment to investing in and operating our core lines of
business, in which diagnostic imaging plays an integral role," May
said. "Karen understands the intrinsic needs and demands of this
expanding healthcare specialty. She makes a great addition to the
senior management team."

HealthSouth also announced other management changes, including the
resignations of William W. Horton, Executive Vice President and
Corporate Counsel, and Brandon O. Hale, Executive Vice President
-- Administration and Corporate Secretary.

Greg Doody, a partner of Balch & Bingham LLP, a regional law firm
based in Birmingham, Ala., has been named Acting Corporate Counsel
and Corporate Secretary and will assist May in coordinating
matters regarding HealthSouth's legal affairs while a search is
conducted for Horton's permanent replacement. In addition, Trevor
Dignall, President of Dignall and Associates, a human resources
consulting and executive search business, will assume interim
responsibility for Hale's administrative activities.

HealthSouth is the nation's largest provider of outpatient
surgery, diagnostic imaging and rehabilitative healthcare
services, operating nearly 1,700 facilities nationwide and abroad.
HealthSouth can be found on the Web at http://www.healthsouth.com

                         *   *   *

As reported in Troubled Company Reporter's September 1, 2003
edition, HealthSouth Corporation said its lending banks had waived
a payment blockage to allow past due interest to be paid to the
holders of the Company's subordinated indebtedness. The banks had
previously issued a payment blockage notice with respect to the
Company's subordinated indebtedness, which blockage would have
precluded holders of those instruments from receiving past due
interest.

The Company also announced that it will transfer sufficient funds
to the trustees for holders of all of its outstanding notes to
permit payment of interest on past due interest owed to these
holders in accordance with the terms of the relevant indentures.
It is expected that payment of the past due interest will be made
to the holders of Company's notes shortly after the record date of
August 29, 2003.


HELLER EQUIPMENT: Fitch Ups Class Ratings on Two Transactions
-------------------------------------------------------------
Fitch Ratings has upgraded the ratings on the following classes of
securities for the Heller Equipment Asset Receivables Trust 1999-1
(HEART 1999-1) and Heller Equipment Asset Receivables Trust 1999-2
(HEART 1999-2).

   Heller Equipment Receivable-Backed Trust 1999-1(HEART 1999-1)

      -- Class B Receivable-Backed Notes are upgraded
         to 'AA' from 'A+';

      -- Class C Receivable-Backed Notes are upgraded
         to 'A' from 'BBB';

      -- Class A-4 Receivable-Backed Notes affirmed at 'AAA';

      -- Class D Receivable-Backed Notes affirmed at 'BB'.

Heller Equipment Receivable-Backed Trust 1999-2(HEART 1999-2)

      -- Class B Receivable-Backed Notes are upgraded
         to 'A+' from 'A';

      -- Class C Receivable-Backed Notes are upgraded
         to 'BBB-' from  'BB'.

      -- Class A-4 Receivable-Backed Notes affirmed at 'AAA';

      -- Class D Receivable-Backed Notes are affirmed
         at 'B' and removed from Rating Watch Negative;

      -- Class E Receivable-Backed Notes are affirmed at
         'CCC' and removed from Rating Watch Negative.

In its review of the HEART 1999-1 transaction, Fitch noted that
the rate of new defaulted contracts has decreased dramatically, to
below historical levels. At the same time the pace of lease
recovery rates on previously defaulted contracts has remained
relatively consistent, allowing for the increase in credit
enhancement available to all classes of notes. Since Fitch's last
rating review on February 3, 2003, the trust has experienced only
$82,393 of new defaulted contracts, representing .02% in
cumulative gross defaults. Additionally, the transaction has
benefited from approximately $755,846 in recoveries on previously
defaulted contracts, which has significantly increased the level
of credit enhancement available to all outstanding classes of
notes. During this time frame credit enhancement for classes A-4,
B, C, and D has doubled to 89.20%, 57.69%, 43.55%, and 8.22%
respectively.

Based on this review, the class A-4 notes are affirmed at 'AAA',
the class B notes are upgraded to 'AA' from 'A+', the class C
notes are upgraded to 'A' from 'BBB', and the class D notes are
affirmed at 'BB'.

In its review of the HEART 1999-2 transaction, Fitch noted that
default rates have stabilized and lease recovery rates have far
exceeded the pace of new defaults such that credit enhancement
available to classes A, B and C has increased. Since Fitch's last
rating review on February 3, 2003, the trust has experienced only
$355,405 of new defaulted contracts, representing .10% in
cumulative gross defaults. At the same time the transaction has
benefited from $3,696,725 in recoveries on previously defaulted
contracts, which has significantly reduced the underwater
collateral position of the transaction from $6,927,454 to
$3,882,638.

Based on this review, the class A-4 notes are affirmed at 'AAA',
the class B notes are upgraded to 'A+' from 'A', the class C notes
are upgraded to 'BBB-' from 'BB'. The class D and E notes remain
undercollateralized due to prior adverse collateral performance.
However, Fitch believes that if the future default pace remains
nominal and additional recoveries on defaulted contracts continues
to materialize, the current underwater collateral position for
these notes will be reduced. Therefore, the class D and E notes
are affirmed at 'B' and 'CCC' respectively and removed from Rating
Watch Negative.

Fitch will continue to closely monitor these transactions and may
take additional rating action in the event of further
deterioration.


INTRAWEST CORP: Commences 7.5% Senior Note Private Placement
------------------------------------------------------------
Intrawest Corporation has agreed to sell, on a private placement
basis in the United States under Rule 144A of the Securities Act
of 1933, as amended and in certain Canadian provinces, $350
million aggregate principal amount of 7.5 per cent senior notes
due October 15, 2013.

The Notes are being sold at par. The size of the offering was
increased from the previously announced $250 million aggregate
principal amount. The closing of the offering is expected to take
place on or about October 9, 2003.

The company intends to use the proceeds from the sale of Notes to
retire $200 million principal amount of its outstanding 9.75 per
cent Senior Notes due August 15, 2008 which are subject to a
tender offer and consent solicitation which commenced on
September 29, 2003. The balance of the net proceeds will be used
to reduce bank and other indebtedness.

The Notes will not be and have not been registered under the
Securities Act or any state securities laws and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements under the Securities
Act.

Intrawest Corporation (IDR:NYSE; ITW:TSX) (S&P, BB- Long-Term
Corporate Credit Rating, Positive Outlook) is the world's leading
developer and operator of village-centered resorts. The company
owns or controls 10 mountain resorts, including Whistler
Blackcomb, North America's most popular mountain resort. Intrawest
also owns Sandestin Golf and Beach Resort in Florida and has a
premier vacation ownership business, Club Intrawest. The Company
is developing additional resort villages at six resorts in North
America and Europe. The Company has a 45 per cent interest in
Alpine Helicopters Ltd., owner of Canadian Mountain Holidays, the
largest heli-skiing operation in the world. Intrawest is
headquartered in Vancouver, British Columbia and is located on the
World Wide Web at http://www.intrawest.com


ISLE OF CAPRI CASINOS: Promotes Eddie Llambias and J. Jeff King
---------------------------------------------------------------
Isle of Capri Casinos, Inc. (Nasdaq: ISLE) announced the
promotions of two executive staff members.

As the company recently received a license to operate an Isle of
Capri Casino at Our Lucaya Beach and Golf Resort at Freeport,
Grand Bahama, Eddie Llambias has been promoted to the position of
vice president and general manager of the property, which is
expected to open during the winter '03.

Llambias, who has more than 20 years of experience in the casino
and hospitality industry, joined the Isle of Capri Casinos in 2000
as senior director of operations for the Isle of Capri-Bossier
City.  He has also held positions with operations internationally,
including the United Kingdom; Freeport, Bahama; and Gibraltar.

Llambias is a native of the United Kingdom, where he was also
educated.

J. Jeff King has accepted the position of vice president and
general manager for the company's Lake Charles, La. property.  
King, who previously served as vice president and general manager
for the Boonville, Mo. and Lula, Miss. properties, has been with
the company since July 2001.

Prior to joining the Isle, King served as senior vice president
and general manager of Harrah's Hotel & Casino, Vicksburg, Miss.
He also held the position of general manager of Grand Casino,
Coushatta, La.

King was awarded a bachelor's of science in accounting from the
University of Southern Mississippi, Hattiesburg.  He received his
license as a certified public accountant in 1990.

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


IT GROUP: Asks Court to Approve River Park Settlement Agreement
---------------------------------------------------------------
The IT Group, Inc., its debtor-affiliates, and River Park Business
Center, Inc. were parties to a services agreement by which the
Debtors agreed to provide certain services at 143 Parsippany Road
in Whippany, New Jersey.  Gregg M. Galardi, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, in Wilmington, Delaware, reports
that the Services Agreement was in effect from September 18, 2001
until January 25, 2002.
  
Consequently, a dispute arose between the parties.  The Debtors
contend that on January 17, 2002, River Park unilaterally
terminated the Services Agreement for convenience effective
January 18, 2002.  River Park, on the other hand, asserts that
the Debtors agreed to the termination of the Services Agreement.

As a result, both parties filed claims against each other.
Specifically, the Debtors filed a $1,742,638 construction lien
against the Site in the Office of the Clerk of Morris County.  
River Park, in turn, filed a complaint initiating an adversary
proceeding against the Debtors seeking recovery amounting to
$3,342,051 in damages for the Debtors' alleged breach of the
Services Agreement and the alleged breach of a guaranty of the
Services Agreement

Rather than litigate the alleged claims, the Parties agreed to
resolve their disputes through a settlement agreement.  By this
motion, the Debtors ask Judge Walrath to approve their Settlement
Agreement with River Park pursuant to Rule 9019 of the Federal
Rules of Bankruptcy Procedure.

Pursuant to the Settlement, the Debtors and River Park agreed
that:

   (a) River Park will remit $10,000 to the Debtors.  River Park
       will also dispose of the lien claim brought against the
       Site by Wallace Trucking, which filed a proof of claim in
       the Debtors' cases based on services performed or goods
       provided at the Site; and

   (b) The parties will dismiss all actions, withdraw all
       claims, and release, cancel, or withdraw all liens or
       notices of lis pendens related to the Site.

Mr. Galardi explains that without the proposed Settlement, the
Debtors would be compelled to continue litigation.  The cost of
the litigation, including discovery, motions practice, and trial,
would be substantial.

Each party asserted that there are defenses to the claims of the
other party.  Although Mr. Galardi believes that the Debtors have
strong defenses against River Park and strong affirmative claims
against River Park, given the inherent uncertainty of trial, in
addition to the costs incurred in proceeding with litigation, any
litigation could result in a resolution of River Park's Claim or
the Adversary Proceeding that is favorable to River Park.

Through their own investigation of River Park's Claim and their
claims in the Adversary Proceeding, the Debtors determined that
the benefits of settlement are better than the likely outcome of
trial plus associated expenses.  Therefore, Mr. Galardi asserts,
the Court should approve the proposed Settlement. (IT Group
Bankruptcy News, Issue No. 34; Bankruptcy Creditors' Service,
Inc., 609/392-0900)  


IVACO INC: Paul Ivanier Appointed Chairman of Board of Directors
----------------------------------------------------------------
Ivaco Inc.'s Board of Directors had appointed Paul Ivanier as
Chairman of the Board and Gordon Silverman as President and CEO
and a member of the Board of the Company, effective immediately.

Gordon Silverman has over 31 years experience with Ivaco and most
recently served as Vice President and General Manager of Ivaco
Rolling Mills Limited Partnership. Silverman will continue to
serve as the Company's interim Chief Restructuring Officer (CRO)
while the Company undertakes an external search for a CRO
experienced in restructurings. Ivaco is in the course of preparing
a plan of restructuring designed to return its core businesses to
profitability.

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


JARDEN: Enters Underwriting Pact with CIBC and BofA Securities
--------------------------------------------------------------
On September 25, 2003, Jarden Corporation (S&P, B+ Corporate
Credit Rating, Stable) entered into an Underwriting Agreement with
CIBC World Markets Corp. and Banc of America Securities LLC
relating to the issuance of 2,800,000 shares (excluding the
underwriters' overallotment option) of the Company's common stock,
par value $0.01 per share, under the Company's Registration
Statement on Form S-3 (File No. 333-102387) and was to consummate
the sale of the Shares on September 30, 2003.

The Company has filed with the Securities and Exchange Commission
a Final Prospectus Supplement to its shelf registration statement
on Form S-3 (Registration No. 333-102387) pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, which supplement
contemplates the issuance of 2,800,000 shares of Company common
stock, excluding the underwriters' over-allotment option.

As of September 25, 2003, Jarden amended its Amended and Restated
Credit Agreement dated September 2, 2003, pursuant to Amendment
No. 1 to Amended & Restated Credit Agreement, dated September 25,
2003, between the Company, Bank of America, N.A., as
Administrative Agent, each of the Lenders signatory thereto and
each of the subsidiary guarantors.

Amendment No. 1 amends the prepayment section of the Amended and
Restated Credit Agreement to provide that Jarden shall not be
required to make prepayments under the Amended and Restated Credit
Agreement with the proceeds of an equity issuance that (i) occurs
prior to January 31, 2004, and (ii) generates gross proceeds of
less than $120 million dollars, for a period of 180 days after the
date of such issuance. After such 180 day period, Amendment No. 1
provides that Jarden will prepay to the lenders an amount equal to
(a) 100% of the first $50 million dollars of the difference (but
not less than $0) of the net proceeds of such issuance less
amounts actually utilized to pay for certain enumerated
acquisitions as well as any permitted acquisitions (as defined in
the Amended and Restated Credit Agreement) less $50,000,000 and
(b) 50% of any remaining net proceeds thereafter.'


JOLIET JUNIOR: Fitch Downgrades Housing Revenue Bonds to B-
-----------------------------------------------------------
Fitch Ratings downgrades Will County, IL's $14.5 million student
housing revenue bonds (Joliet Junior College (JJC) Project),
series 2002A and taxable series 2002B, to 'B-' from 'BB'. The
bonds remain on Rating Watch Negative, pending review of the JJC
housing project's budget adjustments, if any, for fiscal year
2003-2004, and administrative or judicial action on the project's
disputed exemption from property taxation. 'B' category ratings
indicate highly speculative securities with significant credit
risk and a limited margin of safety over the long term.

The bonds' security consists principally of net revenues of the
296-bed Centennial Commons housing facility on JJC's campus, which
is owned by Foundation Housing, LLC and managed by Century Campus
Housing Management, L.P.  Neither JJC nor its fundraising
foundation are responsible for debt service.

The downgrade results from fall 2003 occupancy levels lower than
those necessary to support previously budgeted expenses. Stringent
budget adjustments or additional resource contributions will be
necessary to allow the project to be self-supporting, and Fitch
believes it will be difficult for the LLC to make those
adjustments, given current student demand levels. Further draws on
the DSRF seem likely, in Fitch's opinion, and without a
substantial change in LLC finances, a further downgrade to the
'CCC' or 'CC' rating category (high default risk or probable
default, respectively) is possible in the next several months.
Fitch will continue to review information on the project's
finances as submitted by the LLC.

Following the weak performance of the project in its initial 2002-
2003 occupancy year (described in Fitch's Aug. 1 press release),
fall semester move-in began on Aug. 21. As of Sept. 17, occupancy
was reported to be 90.2% of the project's beds, which is weaker
than the 95% level reported for fall 2002. Previously, Fitch had
stated that failure of the project to achieve 95% occupancy for
fall 2003 could result in a further downgrade, given the project's
weak track record to date and heightened expense burden, relative
to initial projections. Initial budget projections for the year
developed principally by Century, including a lean expenditure
budget, assumed even higher occupancy levels, as of the time of
Fitch's Aug. 1 downgrade.

On Sept. 2, 2003, a draw from the DSRF was necessary to cover an
interest payment on the bonds. According to a filing by the LLC,
approximately $178,000 was withdrawn from the DSRF. The balance
remaining after the transfer was approximately $989,000. Gross
debt service in this fiscal year will equal approximately $971,000
and will escalate to $1.16 million through 2010. Tough expenditure
actions or a changed revenue environment could mitigate reliance
on the DSRF for future years, possibly allowing periodic
replenishment from cash flow, but the facility's current financial
condition creates the likelihood that repeated draws on the DSRF
will be necessary over the long term. Such scenarios are
consistent with 'B' category (highly speculative) or lower
ratings.

The Rating Watch Negative status indicates the possibility of
continued downgrade in the near term. Adjustments of the project's
2003-2004 budget now are being considered; aggressive revenue or
expenditure assumptions, if adopted, could be a factor in an
additional downgrade. In addition, should the LLC continue to be
required to pay property taxes, a levy now being disputed in
administrative proceedings, additional downgrades are likely as a
result of this potentially large fixed cost, which was not
projected at the time of bond issuance. In the year ending in
September 2003, the LLC paid $71,489 in property taxes. An
assessment change for the LLC could increase the property tax
burden to more than $190,000 for the year ending Sept. 2004, an
unplanned cost equal to more than 12% of revenues. Given the LLC's
current financial health, such a large tax burden would likely not
be sustainable for more than a year or two before resulting in
default. A filing by the LLC states that it is unknown when or
whether the property tax appeal will be successful.


LEVEL 3 COMMS: Repays Senior Secured Credit Facility in Full
------------------------------------------------------------
Level 3 Communications, Inc. (Nasdaq: LVLT) has repaid in full
the $1.125 billion of purchase money debt obligations outstanding
under its senior secured credit facility.  As a result, the senior
secured credit facility has been terminated.

Level 3 repaid the senior secured credit facility with proceeds
from the recently completed private offering of Senior Notes by
its subsidiary, along with restricted cash of $400 million and
approximately $243 million of unrestricted cash on hand.

In connection with the repayment of the senior secured credit
facility, Level 3 has decreased consolidated long-term debt by
$625 million and reduced its consolidated annual interest expense.  
Additionally, as a result of the termination, covenants contained
in the senior secured credit facility have been eliminated, and
the first significant maturities on the company's outstanding
long-term debt now begin in 2008.

Pro forma for these transactions and the issuance of approximately
$374 million of Senior Convertible Notes in July 2003, Level 3 had
approximately $1.2 billion in cash on hand, including $150 million
of restricted cash, at the end of the second quarter 2003.

The senior notes have not been registered under the Securities Act
of 1933 or any state securities laws and, unless so registered,
may not be offered or sold except pursuant to an applicable
exemption from the registration requirements of the Securities Act
of 1933 and applicable state securities laws.  

Level 3 (Nasdaq: LVLT) is an international communications and
information services company. The company operates one of the
largest Internet backbones in the world, is one of the largest
providers of wholesale dial-up service to ISPs in North America
and is the primary provider of Internet connectivity for millions
of broadband subscribers, through its cable and DSL partners. The
company offers a wide range of communications services over its
22,500 mile broadband fiber optic network including Internet
Protocol services, broadband transport, colocation services,
Genuity managed services, and patented Softswitch-based managed
modem and voice services. Its Web address is http://www.Level3.com

The company offers information services through its subsidiaries,
(i)Structure and Software Spectrum. For additional information,
visit their respective Web sites at
http://www.softwarespectrum.comand http://www.i-structure.com

As reported in Troubled Company Reporter's July 3, 2003 edition,
Standard & Poor's Ratings Services assigned its 'CC' rating to
Level 3 Communications Inc.'s shelf drawdown of $250 million
convertible senior notes due 2010. All ratings on the company are
affirmed. The outlook is negative.

Although cash proceeds improve Level 3's liquidity, Standard &
Poor's is still concerned about the company's ability to withstand
prolonged industry weakness, and risk from its acquisition
strategy.


LORAL SPACE: Wins Directv Contract to Build Two Satellites
----------------------------------------------------------
Space Systems/Loral, a subsidiary of Loral Space & Communications
(OTC Bulletin Board: LRLSQ), announced that DIRECTV, Inc., El
Segundo, Calif., has issued SS/L authorizations to proceed with
the design and construction of two satellites: DIRECTV 8 and
DIRECTV 9S. Aggregate revenue for the construction of the two
satellites will be in excess of $220 million.

"DIRECTV's award represents Loral's second and third orders for
commercial satellite construction this year and a total of 14 for
the industry -- a positive indicator of a resurgence in satellite
manufacturing sales," said Bernard L. Schwartz, chairman and chief
executive officer of Loral Space & Communications. "For Loral, the
orders are a significant step forward in the execution of our
business plan under the reorganization process. As satellite
operators resume their normal procurement patterns, we believe
SS/L will benefit as the preferred provider of the most advanced
and most reliable commercial communications satellites available
anywhere. We are most appreciative of DIRECTV's confidence in
SS/L's ability to provide state-of-the-art satellites for its
mission critical applications."

The ATPs have been submitted for approval by the Bankruptcy Court.

DIRECTV 8, to be delivered in the late first quarter of 2005, will
provide national coverage from the 101 degrees West longitude
orbital slot, DIRECTV's primary orbital slot. The satellite will
also be able to operate from DIRECTV's orbital slots at 110 and
119 degrees West longitude. The satellite will carry 16 high-power
transponders for high-quality national digital video services.

DIRECTV 9S, scheduled for delivery in the late second quarter of
2005, is designed to operate from orbital locations at 101 degrees
West longitude or 119 degrees West longitude. As a back-up for
DIRECTV's 4S and 7S satellites, it will be capable of providing up
to 54 transponders for high-quality local and national digital
video service broadcast into 27 beams. In an alternate
configuration, the satellite will be capable of providing up to 44
transponders broadcast into 30 beams.

"We selected SS/L to design and manufacture these two advanced
satellites because it was best able to meet our schedule and
technical requirements," said Jim Butterworth, senior vice
president, Communications Systems, DIRECTV, Inc. "These spacecraft
will provide DIRECTV with additional capacity and back- up
capabilities as we continue to build out our network to provide
additional services to our customers that will include more local
channel markets and high-definition programming. We're confident
in SS/L's ability to deliver in accordance with our agreed upon
specifications."

With the completion of DIRECTV 8 and DIRECTV 9S, Loral will have
manufactured five -- more than half -- of the satellites in
DIRECTV's fleet. SS/L is currently building DIRECTV 7S, a high-
power, spot-beam satellite scheduled for launch in mid to late
first quarter of 2004.

DIRECTV 8 and DIRECTV 9S are based on SS/L's space-proven 1300
satellite platform, which has an excellent record of reliable
operation. The geostationary 1300 has a designed service life of
15 years and maintains station-keeping and orbital stability by
using bipropellant propulsion and momentum management systems. A
system of high efficiency solar arrays and lightweight batteries
provides uninterrupted electrical power. In all, SS/L satellites
have amassed more than 1000 years of on-orbit service.

DIRECTV is the nation's leading digital multichannel television
service provider with more than 11.8 million customers. DIRECTV
and the Cyclone Design logo are trademarks of DIRECTV, Inc., a
unit of Hughes Electronics Corp. HUGHES is a world-leading
provider of digital television entertainment, broadband services,
satellite-based private business networks, and global video and
data broadcasting. The earnings of HUGHES, a unit of General
Motors Corporation, are used to calculate the earnings per share
attributable to the General Motors Class H common stock (NYSE:
GMH). For more information, visit http://www.directv.com

Space Systems/Loral is a premier designer, manufacturer, and
integrator of powerful satellites and satellite systems. SS/L also
provides a range of related services that include mission control
operations and procurement of launch services. Based in Palo Alto,
Calif., the company has an international base of commercial and
governmental customers whose applications include broadband
digital communications, direct-to-home broadcast, defense
communications, environmental monitoring, and air traffic control.
SS/L is ISO 9001:2000 certified. For more information, visit
http://www.ssloral.com

Loral Space & Communications is a satellite communications
company. Through its Skynet subsidiary, it owns and operates a
global fleet of telecommunications satellites used by television
and cable networks to broadcast video entertainment programming,
and by communication service providers, resellers, corporate and
government customers for broadband data transmission, Internet
services and other value-added communications services. Loral also
is a world-class leader in the design and manufacture of
satellites and satellite systems through its Space Systems/Loral
subsidiary. For more information, visit Loral's Web site at
http://www.loral.com  


LOUISIANA-PACIFIC: Firms-Up Sale of Idaho Sawmill Operations
------------------------------------------------------------
Louisiana-Pacific Corporation (NYSE:LPX) has finalized the sale of
its lumber operations in Idaho to Riley Creek Lumber Company of
LaClede, Idaho. The sale includes LP's Moyie Springs, Idaho;
Chilco, Idaho; and Sandpoint, Idaho, facilities.

"This sale places these mills in the hands of a company focused on
the lumber business and moves us closer to completing our
divestiture program," said Mark A. Suwyn, LP's Chairman and CEO.
"We believe that the sale of these facilities provides the best
value for LP and the workers at these mills, and allows us to
focus our attention and resources on growing our remaining
businesses."

Suwyn added, "With these funds, we are reducing our debt and
investing in our retained businesses."

In May 2002, LP announced an asset sale and debt reduction program
designed to enhance its long-term competitiveness and financial
flexibility.

LP is a premier supplier of building materials, delivering
innovative, high-quality commodity and specialty products to its
retail, wholesale, homebuilding and industrial customers. Visit
LP's web site at www.lpcorp.com for additional information on the
company.

                        *    *    *

Since May 2002, Louisiana-Pacific Corp.'s debt ratings fell into
the low-B levels:

     Debt Obligation                  S&P   Moody's  Fitch
     ---------------                  ---   -------  -----
     Senior Secured Debt              BB+     Ba1      NR
     Senior Unsecured Debt
        8-1/2% Notes due 2005         BB-     Ba1      NR
        8-7/8% Notes due 2010         BB-     Ba1      NR
     Subordinated Debt
        10-7/8% Notes due 2008        B+      Ba2      NR

"Management's desire to significantly reduce debt and focus on
businesses in which the company has competitive market and cost
positions should help stabilize credit quality and result in
acceptable performance throughout the business cycle," S&P said
last year.

          
LTV CORP: Copperweld Disclosure Statement Hearing Moved to Wed.
---------------------------------------------------------------
The Copperweld Debtors report that the hearing on the adequacy of
the information in their Disclosure Statement is rescheduled to
October 8, 2003. (LTV Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service, Inc., 609/392-00900)


MAGELLAN HEALTH: Solicitation Period Extended to October 23
-----------------------------------------------------------
Dennis F. Dunne, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, contends that the termination of Magellan Health
Services, Inc.'s exclusive periods under Section 1121(d) of the
Bankruptcy Code is warranted because:

   (a) Magellan sought to hold its unsecured creditors "hostage"
       to an unconfirmable plan and an "auction" process that,
       without any of the protections typical of Bankruptcy Code
       Section 363 sales, had resulted in a third party holding
       as little of 17.2% of the New Common Stock receiving 50%
       voting control of Reorganized Magellan;

   (b) Magellan had put the equity in and voting control of
       Reorganized Magellan up for sale, which, in and of itself,
       under precedent construing the Supreme Court's holding in
       Bank of America National Trust and Savings Association v.
       203 North LaSalle Street Partnership, 526 U.S. 434 (1999),
       constituted "cause" for termination of exclusivity.  In
       Bank of America vs. 203 North LaSalle, the Supreme Court
       ruled that a plan providing for equity holders to
       contribute new capital was not confirmable in the absence
       of competitive bidding for the equity interests to
       determine the adequacy of the new value contribution.  The
       Supreme Court concluded that the absolute priority rule
       was violated where the debtor's plan permitted only its
       shareholders to invest new capital to obtain all the
       equity in the company;

   (c) the termination would end the current stalemate between R2
       Investments LDC and Magellan and, by that, avoid the
       likely cramdown fight that might ensue if Magellan pursued
       the transaction proposed by Onex Corporation; and

   (d) the termination would still allow Magellan a full and fair
       opportunity to convince its creditors and the Court that
       its Onex-based plan should be confirmed, without delaying
       the solicitation process in any significant way.

"Over the objection of their largest unsecured creditor, the
Debtors are still pursuing the final acquisition bid of Onex
Corporation, which transaction would plainly injure the Debtors'
future equity owners, notwithstanding the receipt of other
proposals that are at even higher valuation levels and, more
critically, do not injure the future equity holders," Mr. Dunne
says.  

R2, according to Mr. Dunne, continues to believe that the
unsecured creditors themselves, the future equity owners and the
parties negatively affected by the Final Onex Acquisition Bid,
should decide which proposal they prefer.  Magellan's Board of
Directors should not impose their will on the creditors.  Rather,
they should let the unsecured creditors decide which plan they
prefer.  Mr. Dunne points out that it would require relatively
minor changes to the Debtors' current plan and minimal delay in
the confirmation schedule to simply amend the Debtors' Plan to
provide the creditors with a choice.  Moreover, if the Debtors
were to view R2's proposal objectively, they would recognize that
instead of a contested confirmation fight with the attendant risk
of a failed plan and unquantifiable delay, competing plans
guarantee emergence on a prompt basis with sufficient liquidity
to prosper after emergence, Mr. Dunne adds.

                         Debtors Respond

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that R2's objection should be summarily overruled.  
Mr. Karotkin explains that R2 cites the same argument it put
forth in its request to terminate the Exclusive Periods.  That
request was denied after a full evidentiary hearing.  According
to Mr. Karotkin, no facts or circumstances have changed which
warrant a different result and the Debtors are proceeding
diligently toward confirmation of the Plan.  Solicitation
packages have already been sent to the Debtors' creditor
constituencies and a hearing on confirmation of the Plan has been
scheduled for October 8, 2003.  The Debtors are only seeking a
short extension of the Solicitation Period to allow the current
process to continue on an orderly basis.

                  Committee Supports Extension

The Official Committee of Unsecured Creditors agrees that the
Debtors' solicitation period should be extended.  Michael S.
Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York,
explains that the Court has already approved the Disclosure
Statement and the Debtors are close to a successful emergence
from Chapter 11.  The short extension will enable the Debtors to
complete plan solicitation and seek confirmation of the Plan on
October 8, 2003.  In addition, the proposed extension will
prevent any prejudice to the Debtors' businesses that would
result from termination of exclusivity and a potential competing
plan process.  

Mr. Stamer points out that the Debtors have:

   (1) exceeded financial and operational targets established at
       the beginning of these cases;

   (2) prevented significant customer and provider defections
       notwithstanding the perceived uncertainty associated with
       the Chapter 11 proceedings;

   (3) negotiated an exit financing facility;

   (4) entered into a complex amendment to the service agreement
       with the Debtors' largest customer, Aetna, Inc.;

   (5) defeated a request for the appointment of an equity
       committee;

   (6) began to rationalize their real estate holdings through a
       number of lease assumption and lease rejection requests;

   (7) filed an omnibus claims objection covering substantially
       all disputed claims;

   (8) negotiated settlements with a number of large claim
       holders;

   (9) negotiated the complex Final Onex Commitment Letter;

  (10) participated in the time-consuming discovery process
       initiated by R2; and

  (11) defeated R2's request to terminate the exclusive periods.

These accomplishments evidence the Debtors' significant progress
toward successfully reorganizing under Chapter 11 and constitute
cause for the 60-day extension.

Mr. Stamer also notes that the Debtors have continually sought
the Committee's input in all major developments in their cases.  
This constructive process is a continuation of the Debtors'
prepetition negotiations with the holders of the Senior Notes and
Senior Subordinated Notes to restructure consensually their
prepetition debt obligations.  The process was embodied in the
Plan negotiations.  Throughout the Plan and Disclosure Statement
process, the Debtors solicited and accepted the comments of the
Committee to the various documents.

Further, the Committee's counsel drafted the indenture for the
Senior Notes to be issued in connection with the Plan.  Mr.
Stamer asserts that the Debtors' cooperative relationship with
the Committee during these cases and in connection with the Plan
process constitutes cause to extend the Debtors' exclusive
solicitation period.

The Committee also believes that it is critical to the Debtors'
customer and provider relationships that the Debtors maintain
control of the plan process and be permitted to complete the
solicitation of Plan votes.  The value of the Reorganized Debtors
is directly linked to their relationships with their customers
and providers.  Any deterioration in those relationships will
directly harm the recoveries to the Debtors' unsecured creditors.

                         *     *     *

After considering the arguments, Judge Beatty extends the
Debtors' Solicitation Period, but only up to October 23, 2003.
(Magellan Bankruptcy News, Issue No. 14: Bankruptcy Creditors'
Service, Inc., 609/392-0900)  


METALS USA: Citadel Discloses Metals USA Common Stock Ownership
---------------------------------------------------------------
Adam C. Cooper, Citadel Investment Group's Senior Managing
Director and General Counsel, discloses in a regulatory filing
with the Securities and Exchange Commission on September 12, 2003
that pursuant to the Metals USA Debtors' Reorganization Plan,
effective October 31, 2002, certain Metals USA Inc. debt and
equity beneficially owned by Citadel Equity Fund Ltd. and Citadel
Credit Trading Ltd. were converted into a right to receive shares
of common stock.

Citadel Equity Fund received 3,253,701 shares of Metals USA
common stock, and Citadel Credit Trading received 1,414,440
shares of Metals USA common stock.

According to Mr. Cooper, Citadel Equity Fund Ltd. directly holds
3,253,701 shares of the Metals USA common stock and a warrant to
purchase 5,114 shares of common stock, and Citadel Credit Trading
Ltd. directly holds 1,414,440 shares of Metals USA's common stock
and a warrant to purchase 2,191 shares of common stock.  

Citadel Limited Partnership is the portfolio manager of Citadel
Equity Fund and Citadel Credit Trading and consequently has
voting control and investment discretion over the securities
Citadel Equity Fund and Citadel Credit Trading hold.  Citadel
Limited disclaims beneficial ownership of the shares beneficially
owned by Citadel Equity Fund and Citadel Credit Trading.  Citadel
Equity Fund and Citadel Credit Trading disclaim beneficial
ownership of the shares held by the other. (Metals USA Bankruptcy
News, Issue No. 36; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


MIRANT CORP: Wants Nod to Implement HCE & Union Severance Plans
---------------------------------------------------------------
As part of the "first-day relief," the Mirant Debtors obtained the
Court's authority to honor payments as they become due in the
ordinary course to all employees under the existing severance
plans for non-collective bargaining unit employees -- the Non-
Union Plans.  However, excluded from that relief were certain
highly compensated employees whose 2003 base compensation and
actual bonus under the Debtors' Incentive Plan for 2002 -- the
2002 Trading and Marketing Incentive Plan -- totaled $200,000 or
more.  The Highly Compensated Employees constitute about 100
employees, including the Chief Executive Officer, employees
reporting directly to the Chief Executive Officer, and senior
vice presidents and vice presidents.  

The Debtors determined to exclude the Highly Compensated Employees
from the first-day relief to permit statutory committee(s) of
unsecured creditors to be appointed and organized, and evaluate
the severance plan for Highly Compensated Employees.  In addition,
as of the Petition Date, the Debtors' employees subject to
collective bargaining agreements -- the Union Employees -- were
not protected by any severance plans.

As part of their reorganization efforts, the Debtors are currently
planning certain reductions in their labor force.  By this motion,
the Debtors seek the Court's authority, pursuant to Sections
105(a) and 363(b) of the Bankruptcy Code, to implement severance
plans for both the Highly Compensated Employees and the Union
Employees.

As a result of the proposed workforce reduction, the Debtors
anticipate that they will achieve savings ranging from $30,000,000
to $40,000,000 annually, net of any severance costs.  While
workforce reductions are typical in Chapter 11 cases, Ian T. Peck,
Esq., at Haynes and Boone LLP, in Dallas, Texas, explains the
implementation of employee reductions impact overall employee
morale and heighten the anxiety that already pervades the employee
ranks as a consequence of a bankruptcy filing.  In these
circumstances, it is a challenge for senior management, in its
role as the debtor-in-possession, to retain talented, dedicated
personnel who will likely be presented with attractive
opportunities to pursue careers with other employers.  

As part of the benefits package offered to each of the Debtors'
eligible Highly Compensated Employees, the Debtors propose to
implement a severance plan, subject to the Employee Retirement
Income Security Act of 1974, as amended -- the HCE Basic Severance
Plan.  According to Mr. Peck, Highly Compensated Employees who are
terminated while the Debtors' HCE Basic Severance Plan is in
effect will receive certain basic severance benefits.  In
addition, Highly Compensated Employees who agree to sign a waiver
and release of claims against the Debtors -- except for claims
covered by the Debtors' Directors and Officers Insurance Policy
and existing claims under non-qualified benefit plans -- will
receive enhanced severance benefits under an enhanced severance
plan, subject to ERISA, along with certain other non-severance
benefits -- the HCE Enhanced Severance Plan.

Under the HCE Basic Severance Plan, eligible Highly Compensated
Employees will receive:

   -- four weeks salary;
   
   -- one month company-paid medical coverage via COBRA 3 for
      Highly Compensated Employees and dependents currently
      enrolled in the Debtors' medical plan and who elect COBRA
      medical coverage; and

   -- three months company-paid access to the Employee
      Assistance Program via COBRA for employees who elect COBRA
      EAP coverage and outplacement assistance.

However, Mr. Peck clarifies, Highly Compensated Employees who
participate in the HCE Basic Severance Plan forfeit, upon
severance, all stock awards currently held.

Under the HCE Enhanced Severance Plan, eligible Highly
Compensated Employees receive:

   -- an additional four weeks of salary, plus additional
      severance pay based on years of service;

   -- the cash equivalent of six months of medical and life
      insurance premiums;

   -- additional months of access to COBRA coverage, up to a
      total of 36 months based on years of service; and

   -- with respect to those Highly Compensated Employees who
      were relocated in the six months prior to their
      termination, relocation expenses associated with
      relocating to their original location.

Moreover, Highly Compensated Employees who participate in the HCE
Enhanced Severance Plan will receive any incentive bonus payment
to which they may be entitled, prorated based on the number of
months they worked in 2003.

The principal difference between the HCE Severance Plans and the
existing Non-Union Severance Plans is that the HCE Severance
Plans provide for a minimum severance amount depending on the
severed individual's employment position.  The establishment of a
minimum severance amount is intended to protect Highly Compensated
Employees who were only recently employed by the Debtors and who
would be unfairly disadvantaged by a severance plan based solely
on length of service.  Additionally, in contrast to the Non-Union
Severance Plans, Highly Compensated Employees who participate in
the HCE Severance Plans will forfeit, upon severance, all stock
awards currently held. However, similar to the Non-Union Severance
Plans, the terms of the HCE Severance Plans are capped at two
times the amount of the severed employee's 2002 compensation.

As part of the benefits package offered to each of the Debtors'
eligible Union Employees, the Debtors propose to implement a
severance plan, subject to ERISA -- the Union Basic Severance
Plan.  Union Employees who lose their jobs -- either involuntarily
or voluntarily, depending on the individual union contract, while
the Debtors' Union Basic Severance Plan is in effect -- will
receive certain basic severance benefits.  In addition, Union
Employees who agree to sign a waiver and release of claims against
the Debtors will receive enhanced severance benefits under an
enhanced severance plan, subject to ERISA, along with certain
other non-severance benefits -- the Union Enhanced Severance Plan.  

Under the Union Basic Severance Plan, eligible Union Employees
will receive:

   -- four weeks salary;
  
   -- one month company-paid medical coverage via COBRA for
      Union Employees and dependents currently enrolled in the
      Debtors' medical plan and who elect COBRA medical
      coverage; and

   -- three months company-paid access to the Employee
      Assistance Program via COBRA for employees who elect
      COBRA EAP coverage and outplacement assistance.

Under the Union Enhanced Severance Plan, eligible Union Employees
will receive:

   -- an additional four weeks salary, plus additional severance
      pay based on years of service;

   -- the cash equivalent of six months of medical and life
      insurance premiums; and

   -- additional months of access to COBRA coverage, up to a
      total of 36 months based on years of service.

Also, Mr. Peck relates, eligible Union Employees who participate
in the Union Enhanced Severance Plan would also receive any
incentive bonus payment to which they may be entitled, prorated
based on the number of months they worked in 2003.

The principal difference between the Union Severance Plans and
the existing Non-Union Severance Plans is that the Union
Severance Plans provide for both involuntary and voluntary
severance as appropriate under the relevant individual union
contract.  Moreover, the terms of the Union Severance Plans are
capped at the amount of the severed employee's 2002 compensation.

Mr. Peck contends that the proposed Severance Plans should be
approved because their implementation is essential for the morale
and maintenance of trust of the Highly Compensated Employees and
Union Employees.  The Debtors' management and professionals would
be able to focus their attention on the reorganization and
rehabilitation of the Debtors' businesses.  Mr. Peck is concerned
that any deterioration in employee morale at this critical time
would have devastating impact on the Debtors, the value of their
assets and businesses and, ultimately, the Debtors' ability to
reorganize. (Mirant Bankruptcy News, Issue No. 8; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MISSION RESOURCES: Sells East Texas Properties for $21.5 Million
----------------------------------------------------------------
Mission Resources Corporation (Nasdaq:MSSN) has signed a
definitive agreement to sell all of its East Texas assets to
Danmark Energy for $21.5 million.

All of the properties in this region are in the East Texas Field,
a mature oil field with relatively high unit operating costs. Net
production associated with these properties is approximately 1,150
barrels of oil equivalent per day from 180 wells with current
estimated reserves of 4.0 million barrels of oil equivalent. The
Company intends to use the proceeds to acquire Gulf Coast or South
Texas natural gas properties. The sale is expected to close in
late October.

"This asset sale helps move Mission closer to meeting its
corporate goals of lowering overall lifting costs and changing our
asset mix to primarily natural gas from primarily oil," said
Robert L. Cavnar, Mission's chairman, president and chief
executive officer. "In addition, re-deploying the sales proceeds
will enable Mission to focus on regions where we have unique
expertise."

The Company believes that new production volumes coming on from
the 2003 drilling program will more than offset production lost
from the sale properties and thus overall production guidance for
2003 remains unchanged. Additionally, this sale, combined with new
production, will improve the Company's production mix from
approximately 39% gas in the second quarter of 2003 to
approximately 50% gas by the end of the year.

Mission also announced further details regarding its 2003 13 well
drilling program. Seven of nine wells drilled so far have been
successful, four are in various stages of drilling/completion, and
one is scheduled to spud in late October. Information on two
recently completed wells and updates on five other wells is set
forth below:

-- Phillip LeBlanc #1, Vermilion Parish, La. Status: Completing.
   This well has been completed in the Camerina 2 sand and is
   currently being completed in the Marg howei sand. The Camerina
   2 zone flowed at a gross rate of 2.0 million cubic feet of gas
   per day ("MMcf/d"). After perforating, the Marg howei zone
   flowed at a restricted rate of nearly 5.0 MMcf/d and 120
   barrels of oil per day ("BO/d") at approximately 8,000 PSI
   flowing tubing pressure. The well is designed as a dual
   completion allowing for simultaneous production from both zones
   depending on ultimate deliverability estimates for the Marg
   howei sand. First production to sales is expected during
   October at an anticipated initial gross rate of 10 - 20 MMcf/d.
   Mission holds a 77% working interest in the Marg howei zone and
   a 68% working interest in the Camerina 2 zone.

-- The Bluntzer #1, Goliad County, Texas. Status: Completing. This
   well was drilled to a total depth of 15,900 feet and production
   casing has been set to total depth for completion testing of
   the Lower and Middle Wilcox indicated gas zones. Testing will
   begin late this month. Mission holds a 20% working interest in
   this discovery.

-- Black Stone No.1, Hidalgo County, Texas. Status: Completing.
   Mission participated for its 30% working interest and has
   drilled to a total depth of 18,500 feet to test Vicksburg
   objectives. The well has been perforated and fracture
   stimulated, and is being prepared to flow back.

-- Davis #26-3 well, Cameron Parish, La. Status: Drilling. The
   Company is drilling ahead at 11,900 feet. This 15,000 foot well
   will test targets in the Abbeville 2 sand as the primary
   objective with secondary potential in the Abbeville 1a sand.
   Mission operates this well and holds a 50% working interest to
   casing point and a 57% working interest thereafter.

-- JL&S Well No. 146, St. Martin Parish, La. Status: Drilling.
   Currently at approximately 4,000 feet, this West Lake Verret
   development well will be drilled to a total depth of 7,900 feet
   where it will test the Miocene age "N", "O" and "Q" sands.
   Mission is operator and holds a 100% working interest.

-- A-11/C-5 Wells - South Marsh Island Block 142 Field. Status:
   Rig Onsite. Mission is participating in two wells in this
   offshore Gulf of Mexico block. The A-11 well is scheduled to
   spud later this month and will be drilled to a depth of 9,340
   feet to test multiple gas objectives. The C-5 well will be
   drilled in late October to a depth of 9,300 feet to test
   multiple gas zones. Mission holds a 31% working interest in
   these wells.

Mission recently added personnel to its exploration team to expand
the Company's capabilities in its core exploration areas of South
Texas and the Gulf Coast. The team, lead by Jack Eells, senior
vice president, Exploration and Geoscience, is now made up of
three geophysicists, two geologists and support staff. All of the
geoscience staff members have extensive exploration and
development experience in the Gulf Coast with emphasis in South
Texas using the latest in seismic interpretation technology.

Mission Resources Corporation (S&P, CCC+ Corporate Credit and CCC-
Subordinated Ratings) is a Houston-based independent exploration
and production company that drills for, acquires, develops, and
produces natural gas and crude oil in the Permian Basin of West
Texas, along the Texas and Louisiana Gulf Coast and in the Gulf of
Mexico.


MITEC TELECOM: Acquires Wavesat Wireless' PCS and Satcom Assets
---------------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM), a leading designer and provider of
advanced radio frequency products for the wireless and satcom
sectors as well as a variety of other industries, has completed
the acquisition of the PCS and Satcom assets of Wavesat Wireless
Inc. of Montreal.

The transaction, originally announced on September 19, 2003, was
closed on September 30, 2003. Details of the transaction were not
immediately disclosed.

"The inclusion of these products in our portfolio will immediately
enhance our competitive position. We are also pleased to welcome a
group of employees who have a proven track record of innovation,"
said Rajiv Pancholy, Mitec's President and Chief Executive
Officer.

Mitec Telecom, whose July 31, 2003 balance sheet shows a working
capital deficit of about CDN$1.6 million, is a leading designer
and provider of products for the telecommunications sector as well
as a variety of other industries. The Company sells its products
worldwide to network providers for incorporation into high-
performing wireless networks used in voice and data/Internet
communications. Additionally, the Company provides value-added
services from design to final assembly and maintains test
facilities covering a range from DC to 60 GHz. Headquartered in
Montreal, Canada, the Company also operates facilities in the
United States, the United Kingdom and China.

Mitec Telecom Inc. is listed on the Toronto Stock Exchange under
the symbol MTM. On-line information about Mitec is available at
http://mitectelecom.com


MOHEGAN TRIBAL GAMING: Amends and Extends Consent Solicitation
--------------------------------------------------------------
The Mohegan Tribal Gaming Authority (S&P, BB+ Corporate Credit
Rating, Stable) has amended and extended its pending solicitation
of consents from holders of its outstanding $200,000,000 principal
amount of 8-1/8% Senior Notes due 2006, $150,000,000 principal
amount of 8-3/8% Senior Subordinated Notes due 2011 and
$250,000,000 principal amount of 8% Senior Subordinated Notes due
2012.

The fee to be paid for each Consent properly delivered and not
revoked prior to the expiration of the Consent Solicitation has
been increased to $10.00 in cash for each $1,000 principal amount
of Notes.

In addition, a number of final changes have been made to reduce
the scope of the proposed indenture amendments that were
originally included in the Consent Solicitation.  As a result of
the reductions in the scope of the proposed indenture amendments,
the indentures governing the Notes will continue to be more
restrictive in certain material respects than the corresponding
provisions of the indenture for the 6-3/8% Senior Subordinated
Notes due 2009, which were issued in July 2003.

The expiration date for the Consent Solicitation has been extended
from 5:00 p.m., New York City time, on Wednesday, October 1, 2003,
to 5:00 p.m., New York City time, on Friday, October 3, 2003.

The terms and conditions of the Consent Solicitation are described
in the Consent Solicitation Statement dated September 11, 2003, as
amended by the First Amendment and Supplement dated September 23,
2003, the Second Amendment and Supplement dated September 25, 2003
and the Third Amendment and Supplement dated October 1, 2003,
which is being sent to holders of the Notes.  Except for the
amendments described in such Amendments and Supplements and the
extension of the expiration date, all terms and conditions of the
Consent Solicitation remain unchanged and in full force and
effect.

All Holders who have previously delivered Consents do not need to
redeliver such Consents or take any other action in response to
the amended Consent Solicitation Statement.  The record date for
the Consent Solicitation remains the close of business on
September 10, 2003.

The Authority has engaged Banc of America Securities LLC and
Citigroup Global Markets Inc. to act as solicitation agents in
connection with the Consent Solicitation.  Questions regarding the
Consent Solicitation should be directed to Banc of America
Securities LLC, High Yield Special Products, at (888) 292-0070 (US
toll-free) and (704) 388-4813 (collect) or Citigroup Global
Markets Inc., Liability Management at (800) 558-3745 (US toll-
free) and (212) 723-6106 (collect).  Requests for documentation
may be directed to the Solicitation Agents or Global Bondholders
Services Corporation, the information agent for the Offer, at
(866) 470-4200 (US toll free) and (212) 430-3774 (collect).

The Authority is an instrumentality of the Tribe, a federally
recognized Indian tribe with an approximately 405-acre reservation
situated in southeastern Connecticut, adjacent to Uncasville,
Connecticut. The Authority has been granted the exclusive power to
conduct and regulate gaming activities on the existing reservation
of the Tribe, including the operation of Mohegan Sun, a gaming and
entertainment complex that is situated on a 240-acre site on the
Tribe's reservation. The Tribe's gaming operation is one of only
two legally authorized gaming operations in New England offering
traditional slot machines and table games. Mohegan Sun currently
operates in an approximately 3.0 million square foot facility,
which includes the Casino of the Earth, Casino of the Sky, the
Shops at Mohegan Sun, a 10,000-seat Arena, a 300-seat Cabaret,
meeting and convention space and an approximately 1,200-room
luxury hotel. More information about Mohegan Sun and the Authority
can be obtained by visiting http://www.mohegansun.com


NEVADA POWER: Asks Utility Commission for 3.4% Rate Increase
------------------------------------------------------------
Nevada Power Company (B+/Negative/--), a wholly owned utility
subsidiary of Sierra Pacific Resources (NYSE: SRP), filed a
General Rate Case with the Public Utilities Commission of Nevada
calling for a 3.4 percent rate increase to customers beginning
April 1, 2004.

In order to lessen the financial impact on ratepayers, the filing
defers the collection of a significant portion of an overall
proposed revenue increase until January 1, 2005. The deferral
means that the balance of the total proposed increase -- which
otherwise would have been 9.6 percent on April 1, 2004 -- will be
offset, resulting in little or virtually no additional impact on
ratepayers since collection of an existing deferred energy balance
will expire on January 1, 2005.

If the proposal is approved by the PUCN, the typical* residential
customer could expect to pay about $3.61 more per month beginning
in April 2004.

*Based on 1200 KWH monthly average single family residential
consumption.

"We understand that any increase is difficult and we're taking
steps to reduce the effect of the increase on our customers while
at the same time protecting them from unnecessary price
fluctuation," said Pat Shalmy, president of Nevada Power. "Our
recommendation to delay full implementation of the rate increase
until January 2005 will neutralize the effect of the overall
increase since it coincides with the elimination of a deferred
energy balance."

The rate increase, as proposed in the GRC, is necessary since
Nevada Power has spent $433 million over the past two years to
meet the growth in Southern Nevada and to improve service to
customers. In addition to requesting an adequate return for its
shareholders on this investment, the company is seeking to recover
increased costs, such as health care, that have affected
businesses throughout the United States. The company also plans to
spend approximately $800 million for new electric facilities
during the next few years to improve the reliability of its
service to the fastest-growing area of the country.

"Our primary goal is to continue to provide safe, reliable service
to our customers," Shalmy added. "While continued investment and
higher costs are causing upward pressure on rates, we believe the
overall approach we're recommending will help stabilize the energy
situation in Nevada through long-term planning while maintaining
the financial viability of our company by earning a fair return."

Under Nevada Revised Statutes, general rate cases are filed every
two years. The company's last filing in 2001 resulted in a $42
million rate reduction. Nevada Power will make a deferred energy
filing on November 14, 2003 for fuel and purchased power costs.
The most recent deferred energy filing resulted in a six percent
decrease in rates.

Headquartered in Nevada, Sierra Pacific Resources is a holding
company whose principal subsidiaries are Nevada Power Company, the
electric utility for most of southern Nevada, and Sierra Pacific
Power Company, the electric utility for most of northern Nevada
and the Lake Tahoe area of California. Sierra Pacific Power
Company also distributes natural gas in the Reno-Sparks area of
northern Nevada. Other subsidiaries include the Tuscarora Gas
Pipeline Company, which owns 50 percent interest in an interstate
natural gas transmission partnership and several unregulated
energy services companies.


NEXTEL COMMS: Will Host Third-Quarter Conference Call on Oct. 16
----------------------------------------------------------------
Nextel Communications, Inc. (NASDAQ:NXTL), will host its third-
quarter 2003 financial results conference call with its senior
management.

     When:   Thursday, October 16, 2003

     Time:   8:30AM - 9:15AM Eastern Time

     Phone:  (Domestic)         888-423-3274
             (International)    651-291-5254

All participants are asked to dial in 10-15 minutes prior to the
start of the conference call. If you are unable to participate, a
rebroadcast of the conference call will be available until
Tuesday, October 21. The rebroadcast numbers are as follows:

          800-475-6701 (domestic)
          320-365-3844 (international)
          Access Code for both:  700244

The conference call is also available via a live Webcast on two
sites: http://www.nextel.comand also on  
http://www.StreetEvents.com  It will be archived on both sites  
for 1 week following the call.

Nextel Communications (S&P, BB- Corporate Credit Rating, Stable),
a Fortune 300 company based in Reston, Va., provides fully
integrated wireless communications services across the United
States through its all-digital wireless network.


NORTHERN BORDER: Will Record $219-Mill. Charges for Impairments
---------------------------------------------------------------
Northern Border Partners, L.P. (NYSE:NBP) will record non-cash
charges of approximately $219 million or $4.73 per unit to reflect
asset and goodwill impairments for its natural gas gathering and
processing business segment. The Partnership recently concluded
impairment analyses and as a result will record the charges in the
third quarter 2003.

"The impairment analyses involve long-term forecasting of our
gathering and processing businesses, particularly the dynamics of
the gas gathering business in the Powder River Basin," said Bill
Cordes, chairman and chief executive officer of Northern Border
Partners. "Rates of decline in production from coal bed methane
wells are greater than expected. Also delays in developing overall
production by Powder River area producers have caused us to reduce
our long-term outlook for this segment."

"Although the gas gathering segment has not performed as expected,
this business provides important gathering services to the
producers in the Powder River Basin," Cordes said. "We will be
working with those producers to restructure the commercial and
operational aspects of our gathering business in an effort to
improve its performance."

The impairment charges will not impact the Partnership's earnings
before interest, taxes, depreciation and amortization (EBITDA),
which is projected for the full year 2003 to be in the range of
$343 million to $346 million, including $58 million to $60 million
for the gathering and processing segment. Net income for 2003,
exclusive of the impairment charges, is expected to be $131
million ($2.65 per unit) to $134 million ($2.71 per unit), which
is slightly higher than the Partnership's previous guidance.
Including the impairment charges, the Partnership expects to
report a net loss for 2003 of $85 million to $88 million, or a
loss per unit of $2.02 to $2.08. As previously reported, 2003
results include an after-tax gain of $4.9 million or $0.10 per
unit, relating to the June sale of the Gladys and Mazeppa
processing plants located in Alberta, Canada.

Distributable cash flow per unit for 2003 is expected to be in the
range of $4.10 to $4.15, compared to the Partnership's indicated
annual distribution rate of $3.20.

The impairment analyses were performed in accordance with
Statement of Financial Accounting Standards (SFAS) No. 142,
Goodwill and Other Intangibles and SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets. SFAS No. 142
applies to goodwill for consolidated subsidiaries and became
effective Jan. 1, 2002. Under the standard, companies no longer
amortize goodwill but are required to perform annual assessments
of whether the book value of the goodwill is impaired. As
indicated in the Partnership's second quarter 2003 10-Q, the
annual SFAS No. 142 impairment test was accelerated from the
fourth quarter to the third quarter due to lower throughput
volumes experienced and anticipated in the Powder River gathering
systems. Northern Border Partners also performed an analysis of
the carrying value of all of the tangible assets in the natural
gas gathering and processing business segment under SFAS No. 144.
The impairment charges are comprised of approximately $76 million
related to the tangible assets in the Powder River Basin and
approximately $143 million for the goodwill related to the gas
gathering and processing segment.

Northern Border Partners, L.P. is a publicly traded partnership
formed to own, operate and acquire a diversified portfolio of
energy assets. The partnership owns and manages natural gas
pipelines and is engaged in the gathering and processing of
natural gas. More information can be found at
http://www.northernborderpartners.com/  

As reported in Troubled Company Reporter's September 23, 2003
edition, Northern Plains Natural Gas Company and Pan Border Gas
Company, subsidiaries of Enron Corp., are two of the general
partners of Northern Border Partners, L.P.

Also, NBP Services Corporation, a subsidiary of Enron, provides
administrative and operating services to Northern Border Partners,
L.P. and its subsidiaries. On June 25, 2003, Enron announced the
organization of CrossCountry Energy Corp., a newly formed holding
company that will hold, among other things, Enron's ownership
interests in Northern Plains, Pan Border and NBP Services. Enron
also announced it had filed a motion with the U.S. Bankruptcy
Court for the Southern District of New York to approve the
proposed transfer of those ownership interests to CrossCountry
Energy Corp. The Bankruptcy Court has not issued an order on this
motion.


NRG ENERGY: Committee Implementing Info. Blocking Procedures
------------------------------------------------------------
The Official Committee of Unsecured Creditors of the NRG Energy
Debtors sought and obtained the Court's authority to implement
information blocking procedures that will allow committee members
to trade in the Debtors' Securities in certain situations.

The Committee asks that all of its Securities Trading Members
(institutions that regularly trade securities), subject to
restrictions, be allowed to continue trading without violating
their fiduciary duties as Committee members or subjecting their
claims to possible disallowance, subordination, or other adverse
treatment, during the pendency of the Debtors' cases.

Securities Trading Committee Members must establish, effectively
implement and strictly adhere to strict information blocking
policies and procedures that will be approved by the Office of
the Untied States Trustee or that are otherwise consistent with
the Screening Walls established in In re Magellan Health
Services, Inc., et al., No. 03-40515 (PCB) and In re Flag Telecom
Holdings Limited, et al., Case No. 02-11732 (ALG) through 02-
11736 (ALG) and 02-11975 (ALG) through 02-11979 (ALG).   

At a minimum, the Screening Wall must establish and effectively
implement these information policies and procedures:

   (a) Securities Trading Committee Members will execute a   
       Confidentiality Letter acknowledging that they may receive
       non-public information and that they are aware of the
       information blocking procedures which are in effect with
       respect to the Debtors' Securities and will follow these
       procedures and will promptly inform the Committee counsel
       and the United States Trustee in writing if the procedures
       are materially breached;

   (b) Securities Trading Committee Members will not directly or
       indirectly share any non-public information generated by,
       received from or relating to Committee activities or
       Committee membership with any other employees,
       representatives or agents of their institutions, including
       the Trading Institution's investment advisory personnel,
       and Securities Trading Committee Members will use good
       faith efforts not to share any material Information
       concerning the Debtors' Chapter 11 cases with any of their
       Trading Institution employees  reasonably known to be
       engaged in trading activities with respect to the Debtors'
       Securities on behalf of the Trading Institution and its
       clients, except that a good faith communication of
       publicly available Information will not be presumed to be
       a breach of the obligations of the Trading Institution or
       any Securities Trading Committee personnel;

   (c) Securities Trading Committee personnel will maintain all
       files containing information received in connection with
       or generated from committee activities in secured cabinets
       inaccessible to other employees of the Trading
       Institution;

   (d) Securities Trading Committee personnel will not receive
       any information regarding the Trading Institution's trades
       in the Debtors' Securities in advance of the execution of
       the trades, except that Securities Trading Committee
       personnel may receive reports showing the Trading
       Institution's purchases and sales and ownership of
       Debtors' Securities but no more frequently than weekly;

   (e) Each Trading Institution's compliance personnel will
       review their Trading Institution's trades of the Debtors'
       Securities to determine if there is any reason to believe
       that the trades were not made in compliance with the
       information blocking procedures and will keep records of
       the review;

   (f) Each Trading Institution will take those steps necessary
       to restrict the exchange of Information through electronic
       means between Securities Trading Committee personnel and
       all other Trading Institution personnel in a manner
       consistent with the  procedures, which will be monitored
       by Trading Institution's compliance personnel;

   (g) Each Trading Institution will disclose to the Office of
       the U.S. Trustee in writing any decrease in dollar amount
       of the Debtors' Securities held by Trading Institution or
       its clients which results in holdings being less than the
       lesser of $20,000,000 and 1/3 of the aggregate holdings of
       the Trading Institution and in its clients' accounts at
       the Trading Institution as of date of the Trading
       Institution's appointment to the Committee within five
       business days of the trade or trades aggregating the
       foregoing amount; and

   (h) so long as the Trading Institution is a member of the
       Committee, it will disclose to the Committee counsel and
       the U.S. States Trustee every six months a declaration
       verifying continued compliance with the procedures
       described and will immediately disclose to the Committee's
       counsel and the U.S. Trustee any material breaches of the
       procedures.

Furthermore, the Court allows the Securities Trading Committee
Member personnel to share Information with:

   (a) senior management of their Trading Institution who, due
       to their duties and responsibilities, have a legitimate
       need to know the Information, provided that the
       individuals:

       -- otherwise comply with the procedures herein, and

       -- use the Information only in connection with their
          senior managerial responsibilities,

   (b) regulators, auditors, designated legal and compliance
       personnel for the purpose of rendering legal advice
       to the Securities Trading Committee personnel, and to the
       extent that the Information maybe accessible by internal
       computer systems, the Trading Institution administrative
       personnel who service and maintain the systems, each of
       whom will agree not to share Information with other
       employees and will keep the Information in files
       inaccessible to other employees, and

   (c) other Trading Institution employees, representatives and
       agents who:

       -- are not involved with trading or investment advisory
          activities with respect to the Debtors' Securities, and

       -- execute a Confidentiality Letter.

Renee M. Dailey, Esq., at Bingham McCutchen, in Hartford,
Connecticut, states that these procedures prevent the Securities
Trading Committee Member's trading personnel from use or misuse
of non-public information obtained by Securities Trading
Committee Member's personnel engaged in Committee-related
activities and also precludes Committee Personnel from receiving
inappropriate information regarding Securities Trading Committee
Member's trading in Securities in advance of the trades.

As evidence of its implementation of the Court-approved
procedures, any Committee member that wishes to trade in the
Debtors' Securities will cause to be filed with the Bankruptcy
Court a declaration or affidavit of each individual performing
Committee-related activities in the Debtors' Chapter 11 cases on
behalf of that Committee member.  That declaration or affidavit
will state that the individual will comply with the terms and
procedures consistent with that set forth in the Debtor's request
or otherwise approved by the United State Trustee. (NRG Energy
Bankruptcy News, Issue No. 10; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


OMNICARE INC: Will Publish Third-Quarter Results on October 30
--------------------------------------------------------------
Omnicare, Inc. (NYSE:OCR), a leading provider of pharmaceutical
care for the elderly, will release its financial results for the
third quarter ended September 30, 2003, on Thursday, October 30,
2003, before the opening of trading on the New York Stock
Exchange.

Omnicare will hold its quarterly conference call to discuss third-
quarter results on Thursday, October 30, at 11 a.m. EST. This call
is being webcast and can be accessed at Omnicare's Web site at
www.omnicare.com by clicking on "Investors" and then on
"Conference Calls."

An archived replay of the webcast will be available on the
company's Web site at http://www.omnicare.com The online replay  
will be available beginning approximately two hours after the
completion of the live call and will remain available for 14 days.

Omnicare, based in Covington, Kentucky, is a leading provider of
pharmaceutical care for the elderly. Omnicare serves residents in
long-term care facilities comprising approximately 981,000 beds in
47 states, making it the nation's largest provider of professional
pharmacy, related consulting and data management services for
skilled nursing, assisted living and other institutional
healthcare providers. Omnicare also provides clinical research
services for the pharmaceutical and biotechnology industries in 29
countries worldwide. For more information, visit the company's Web
site at http://www.omnicare.com

As reported in Troubled Company Reporter's June 6, 2003 edition,
Standard & Poor's Ratings Services assigned its 'BBB-' rating to
Omnicare Inc.'s $500 million unsecured revolving credit facility
due 2007 and its $250 million senior unsecured term loan due 2007.
Standard & Poor's also assigned a 'BB+' rating to the company's
$250 million senior subordinated notes due 2013, and a 'BB' rating
to the company's $250 million convertible trust preferred income
equity redeemable securities (Trust PIERS) due 2033. Both the
senior subordinated notes and the Trust PIERS are shelf drawdowns.

At the same time, Standard & Poor's affirmed the 'BBB-' corporate
credit rating on Omnicare, an institutional pharmacy chain. The
ratings are removed from CreditWatch, where they were originally
placed after Omnicare announced that it would acquire rival
institutional pharmacy provider NCS Healthcare Inc.


OTIS SPUNKMEYER: Poor Operating Performance Triggers S&P Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and senior secured credit facility ratings on frozen and
pre-baked cookie manufacturer Otis Spunkmeyer Inc. on CreditWatch
with negative implications.
     
San Leandro, Calif.-based Otis Spunkmeyer had about $148 million
in debt outstanding as of June 30, 2003.
     
"The CreditWatch placement follows second-quarter fiscal 2003
results that were below Standard & Poor's expectation for the
rating," said Standard & Poor's credit analyst Ronald B. Neysmith.
"The decline in credit measures for this privately held company
were due to softness in its food service category."
     
Standard & Poor's will meet with management to assess the
company's business plan and time frame for improving operating
earnings and credit measures.
     
Otis Spunkmeyer manufactures frozen and pre-baked products for the
foods service and retail distribution channels. The company's
portfolio of premium-baked goods includes cookies, muffins,
Danishes, bagels, and brownies. The company holds a leading share
with a No. 1 position in the frozen cookie dough market and a No.
2 position in the branded pre-baked muffin category.


OWENS CORNING: Court Forms Working Committees for Asbestos Cases
----------------------------------------------------------------
U.S. District Judge Wolin orders David R. Gross, Esq., and
Professor Francis E. McGovern to establish working committees to
explore resolutions of asbestos litigation-related issues common
to the Chapter 11 cases of Owens Corning, Armstrong World
Industries, Inc., W.R. Grace & Co., Federal-Mogul Global, Inc.,
and USG Corporation.

The number and membership of the Working Committee will be
determined such that each interest and constituency in these
cases is represented to the fullest extent practicable -- but the
members of the Working Committees are to serve without
compensation as these are not to be considered official committees
under the Bankruptcy Code. (Owens Corning Bankruptcy News, Issue
No. 59; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


PANOLAM INDUSTRIES: S&P Rates New $60 Million Term Loan C at B-
---------------------------------------------------------------
Standard & Poor's Ratings Services has assigned its 'B-' senior
secured bank loan rating to decorative panels manufacturer Panolam
Industries International Inc.'s new $60 million term loan C based
on preliminary terms and conditions.
     
Standard & Poor's said that at the same time it affirmed its 'B+'
corporate credit rating on the company as well as its 'B+' secured
bank loan rating on Panolam's existing bank credit facility. The
amended credit facility now totals $173 million.
     
"The rating on the second-priority position term loan C is two
notches below the corporate credit rating because of the
significant amount of first-priority position secured debt that
would rank ahead of term loan C lenders in the event of
bankruptcy," said Standard & Poor's credit analyst Pamela Rice.
The ratings on the revolving credit facility and term loan B are
the same as the corporate credit rating. "Standard & Poor's used
its enterprise value method to analyze recovery prospects because
the facility is secured by substantially all assets and believes
that Panolam could be reorganized in the event of default," said
Ms. Rice.
     
The ratings reflect Shelton, Conn.-based Panolam Industries'
market leadership in niche decorative panels markets, attractive
operating margins, and its ability to generate free cash flow,
even during an industry downturn. These factors are offset by the
cyclicality of residential and commercial new construction and
remodeling activities, competitive market conditions due to
oversupply, volatile raw material costs, limited product
diversity, and a highly leveraged capital structure.
     

PARAMOUNT RESOURCES: S&P Assigns B+ L-T Corporate credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Paramount Resources Ltd. and its 'B'
senior unsecured debt rating to the company's proposed US$150
million bond issue maturing in 2010.

Proceeds from this bond issue will be used to repay the company's
existing bank debt and for general corporate purposes. The outlook
is stable.
     
"This bond issue serves to increase and diversify the company's
funding sources," said Standard & Poor's credit analyst Michelle
Dathorne. "As we expect the company's capital expenditures will
focus on the development and exploitation of its existing asset
base, this bond issue serves to partially prefund Paramount's
near-term capital program," Ms. Dathorne added.
     
Calgary, Alta.-based Paramount's below-average business profile
reflects the company's exploration and production focus on natural
gas production, its small proven reserve base, and its limited
geographic diversification. The company's six-year reserve life
index (on a gross and net proven basis) reflects Paramount's focus
on shallow natural gas production, with annual declines of about
20%-25%. Although 91% of the company's proven reserves and 93% of
its production are concentrated in Alberta, Paramount's sizable
portfolio of 3.1 million net acres of undeveloped land provide
good growth prospects in the Western Canadian Sedimentary Basin,
the Northwest Territories, and Canada's East Coast. Although
Paramount had historically maintained a strong balance sheet, and
its operating cash flow interest coverage measures are nominally
strong for the 'B' ratings category, the company's financial
profile is characterized more by Paramount's growth targets and
the required spending to meet those objectives.


PICCADILLY CAFETERIAS: S&P Cuts Rating to CC as Bankruptcy Looms
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Piccadilly Cafeterias Inc. to
'CC' from 'CCC-'. The downgrade follows the company's announcement
that it expects to file for protection under the federal
bankruptcy laws during its second fiscal quarter ending Dec. 31,
2003. The outlook is negative. Baton Rouge, La.-based Piccadilly
had $80.3 million of debt outstanding, including its pension
liability, at July 1, 2003.
     
Piccadilly has experienced prolonged sales declines as it
struggles to attract a younger segment of the population. The
company's sales also have been negatively affected by a reduction
in shopping mall traffic related to the general economic downturn.
About half of the company's stores are located in shopping malls.
"As a result of its poor operating performance, the company's
liquidity position has been constrained," said Standard & Poor's
credit analyst Robert Lichtenstein. "Liquidity has also been
negatively affected by the company's rising pension funding
requirements."

If Piccadilly files for bankruptcy protection, the ratings will be
lowered to 'D'.


PILLOWTEX CORP: Committee Hires BDO Seidman LLP as Accountant
-------------------------------------------------------------
BDO Seidman LLP, a New York registered limited liability
partnership, is a national tax and consulting firm consisting in
part of certified public accountants, with offices located at 330
Madison Avenue, New York, New York, and other locations
throughout the United States.  Chip Stem, Committee Co-Chairman,
relates that during the administration of these Chapter 11 cases,
it will be necessary to retain accountants to:

   (a) analyze the Pillowtex Debtors' financial operations, as
       necessary;

   (b) analyze the Debtors' real property interests, including
       lease assumptions and rejections and potential real
       property asset sales;

   (c) perform claims analysis for the Committee, including
       analysis of reclamation claims;

   (d) verify the physical inventory of merchandise, supplies,
       equipment and other and liabilities, as necessary;

   (e) assist the Committee in its review of monthly statements
       of operations to be submitted by the Debtors;

   (f) assist the Committee in its evaluation of cash flow and
       other projections prepared by the Debtors;

   (g) scrutinize cash disbursements on an on-going basis for the
       period subsequent to the Petition Date;

   (h) analyze transactions with insiders, related and affiliated
       companies;

   (i) analyze transactions with the Debtors' financing
       institutions;

   (j) prepare and submit reports to the Creditors' Committee to
       aid them in evaluating any proposed plan of liquidation;

   (k) assist the Committee in its review of the financial
       aspects of a plan of liquidation to be submitted by the
       Debtors, or in arriving at a proposed liquidation plan;

   (l) attend meetings of Creditors and conferences with
       representatives of the creditor groups and their counsel;

   (m) prepare hypothetical orderly liquidation analysis;

   (n) monitor the sale or liquidation of the company; and

   (o) perform other necessary services as the Committee or the  
       Committee's counsel may request from time to time with
       respect to the financial, business and economic issues
       that may arise.

By this application, the Official Committee of Unsecured
Creditors seeks the Court's authority to retain BDO Seidman, LLP
as its accountant, nunc pro tunc to August 11, 2003.  Mr. Stem
relates that BDO is thoroughly familiar with and experienced in
Chapter 11 matters and has served as accountants for creditors'
committees and debtors in many other Chapter 11 cases.

Gerard J. D'Amato, a member of BDO, discloses that BDO's request
for compensation for professional services rendered for the
Committee will be:

   -- based on the time expended to render the services;

   -- at billing rates commensurate with the experience of the
      person performing the services; and

   -- computed at the hourly billing rates customarily charged by
      BDO for those services.  

Expenses will be charged at actual costs incurred, and will
include charges for copying, travel, telephone, computer rental,
etc.

Subject to changes in the ordinary course of its business, BDO's  
current hourly billing rates are:

         Partners            $330 - 600
         Senior Managers      215 - 480
         Managers             195 - 330
         Seniors              140 - 245
         Staff                 85 - 185

BDO's professionals bill their time in one-tenth hour increments.  
In the normal course of business, BDO revises its hourly rates
during the year and BDO requests that the rates be revised to the
regular hourly rates, which will be in effect at that time.

To Mr. D'Amato's knowledge, neither BDO nor any of its members
had any business, professional or other connection with the
Debtors or any other party-in-interest, except that BDO
represented the Committee in connection with the Debtors initial
Chapter 11 bankruptcy petition filed on November 14, 2000.

Mr. D'Amato maintains that neither BDO nor any of its members is
related to the Debtors, the Debtors' officers or attorneys, or
holds any interest materially adverse to the estates in the
matter upon which BDO is to be engaged.  Mr. D'Amato assures the
Court that BDO is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, and does not represent
any interest adverse to the Debtors or their estates in the
matters upon which it is seeking to be engaged.

In addition, Mr. D'Amato continues, neither BDO nor any of its
members has any business relationships with those parties, which
are or may be creditors of the Debtors, except:

   (a) For previously performed assurance, tax or other services
       for these creditors or parties-in-interest:

          -- Parkdale Mills Inc.,
          -- Foothill Capital Corporation,
          -- Credit Suisse First Boston,
          -- Southern Container Corporation,
          -- Bank of America,
          -- Congress Financial Corporation,
          -- Comerica Bank, and
          -- Fleet Bank.

       Fees for each of these engagements represent less than 1%   
       of BDO's annual revenues, and relate to matters totally   
       unrelated to the case for which BDO is seeking to be
       engaged.

   (b) For previously or presently performed assurance, tax or
       other services for these creditors or parties-in-interest:

          -- El DuPont,
          -- Continental Casualty Company,
          -- Societe Generale,
          -- The CIT Group,
          -- Credit Lyonnais,
          -- Wells Fargo Bank,
          -- Gotham Partners, L.P., and
          -- KPMG.

       Fees for each of these engagements represent less than 1%   
       of BDO's annual revenues, and relate to matters totally   
       unrelated to the case for which BDO is seeking to be
       engaged.

   (c) For cases, proceedings and transactions involving many
       different creditors, shareholders, attorneys, accountants,   
       financial consultants, investment bankers and other
       entities, some of which may be, or represent claimants and
       parties-in interest in the Debtors' case.  BDO does not
       represent any entity in connection with the pending case
       or have a relationship with any entity or professional
       which would be adverse to the Committee or the Debtor or
       its estate.

From time to time, BDO has been retained and likely will continue
to be retained by certain creditors of the Debtors, but BDO
intends to use commercially reasonable efforts to limit any
engagements to matters unrelated to these Chapter 11 cases.  BDO
has undertaken a detailed search to determine, and to disclose,
whether it represents or has represented any significant
creditors, equity security holders, insiders or other parties-in-
interest in any unrelated matters.  BDO also searched its
internal database, sent out e-mails to all of its Partners and
employees and investigated all responses to its search.  Despite
commercially reasonable efforts to identify and disclose BDO's
connections with parties-in-interest in the Debtors' cases, Mr.
D'Amato admits that BDO is unable to state with certainty that
every client representation or other connection has been
disclosed because:

   -- BDO has a large national practice;

   -- BDO serves clients through over 35 offices; and

   -- the Debtors are a large international enterprise with
      thousands of creditors and other relationships.

In this regard, if BDO discovers additional information that, in
BDO's reasonable opinion requires disclosure, BDO will file a
supplemental disclosure with the Court as promptly as possible.
(Pillowtex Bankruptcy News, Issue No. 51; Bankruptcy Creditors'
Service, Inc., 609/392-0900)    


RAYOVAC CORP: S&P Lowers Ratings After Remington Acquisition
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured debt ratings on Rayovac Corp. to 'B+' from '
BB-' after the company completed its acquisition of electrical
personal grooming company Remington Products Co. LLC on Sept. 30,
2003.

At the same time, Standard & Poor's raised the subordinated debt
rating on Remington Products Co. LLC  and its wholly owned
subsidiary Remington Capital Corp. to 'B-' from 'CCC', as the debt
will be assumed by Rayovac. These ratings were removed from
CreditWatch, where they were placed Aug. 25, 2003. The rating
actions are in line with Standard & Poor's previously stated
intentions.

The outlook on Rayovac is stable. Total debt at closing is
expected to be about $850 million.

"The downgrade reflects Rayovac's more aggressive financial policy
and weaker credit protection measures pro forma for the $322
million debt-financed acquisition of Remington Products," said
Standard & Poor's credit analyst Lori Harris. "Also, there is a
significant degree of integration risk, as Remington will
represent Rayovac's first acquisition outside the battery
industry. Partially offsetting these risks is the broadening of
Rayovac's product portfolio."
     
Rayovac has stated its intention to grow externally and has made a
number of acquisitions within the battery market during the past
several years to accomplish this goal, the most recent being the
addition of Varta AG's consumer battery business in October 2002,
which expanded Rayovac's global presence significantly and made
the company the third-largest battery manufacturer in the world.
     
Standard & Poor's believes that the Remington acquisition will
challenge Rayovac's management in light of difficult industry
fundamentals. The U.S. personal care appliance segment is very
competitive and relatively mature, with slow volume growth, highly
seasonal sales patterns, and limited pricing flexibility. Product
innovation and marketing are key factors in generating consumer
demand. Remington has experienced success with new product
introductions, as evidenced by the fact that a significant portion
of its sales has come from products introduced within the past
three years. Nevertheless, Rayovac will be challenged to continue
developing innovative products and to stay ahead of larger
competitors with more financial resources, namely Norelco, a
subsidiary of Philips Electronics N.V. (BBB+/Stable/A-2), and
Braun, a subsidiary of Gillette Co. (AA-/Stable/A-1+).

The ratings on Rayovac reflect its below-average credit profile,
narrow product portfolio, integration risk, and highly aggressive
growth strategy. In addition, the consumer battery industry has
experienced intense price competition that has resulted in lower
operating margins when coupled with increased marketing expenses
for brand support. These factors are partially mitigated by the
company's solid position in certain niches of the competitive
battery industry.


ROYAL & SUNALLIANCE: Names John Tighe as New President and CEO
--------------------------------------------------------------
Royal & SunAlliance USA announces the appointment of John Tighe as
president and chief executive officer, effective immediately. He
succeeds Steve Mulready, who will now focus on finalizing the
renewal rights sale of the majority of the company's businesses to
Travelers Property Casualty.

In his new position, Tighe will be responsible for managing the
overall operations of Royal & SunAlliance USA, including those
businesses remaining with the company following the Travelers
transaction.

Prior to his current position, Tighe served as Royal & SunAlliance
USA chief risk officer.  Previously, he was president and chief
operating officer of the Custom Risk Division, with a focus on the
company's larger commercial clients.  A 20-year veteran of Royal &
SunAlliance, he has served in a wide range of senior management
positions, including more than five years as a member of the
company's leadership team.

Tighe is a graduate of the General Management Programme, Centre
Europeen d'Education Permanente in Paris, France.  He also
received a Bachelor of Science in psychology from Illinois State
University.

Mulready joined Royal & SunAlliance as part of the company's
acquisition of Orion Specialty Insurance Group in 1999.  He will
leave the company in December, following completion of his current
responsibilities.

Earlier this month, Royal & SunAlliance announced a definitive
agreement to sell the renewal rights for most of its US businesses
to Travelers.  The company is considering a range of options with
respect to its remaining businesses, including further renewal
rights transactions and disposals.

Royal & SunAlliance USA provides risk management and insurance
solutions through two divisions focusing on property & casualty
business and personal insurance.  The company is part of London-
based Royal & Sun Alliance Insurance Group plc (LSE: RSA; NYSE:
RSA), one of the world's leading multi-line insurers.

                         *     *     *

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.


SAFETY-KLEEN: Ends Marketing & Distribution Pact with SystemOne
---------------------------------------------------------------
SystemOne Technologies Inc. (OTC Bulletin Board: STEK) has entered
into a Comprehensive Settlement Agreement with Safety-Kleen
Systems, Inc., to terminate its Marketing and Distribution
Agreement effective September 30, 2003.

The Settlement Agreement, which is subject to approval of the
bankruptcy court administering Safety-Kleen's reorganization,
provides for a total payment of $14 million to SystemOne,
consisting of a $10 million termination fee and $4 million lump
sum payment of the accumulated deferred price on the approximately
30,000 SystemOne parts washer units shipped to Safety-Kleen to
date. The amounts due under the Settlement Agreement are $2
million payable not later than October 6, 2003, $1 million payable
within 11 days after the Safety-Kleen bankruptcy court approval,
$7 million payable no later than December 31, 2003, provided
Safety-Kleen emerges from bankruptcy prior to December 1, 2003 and
the $4 million balance payable in monthly installments with the
final payment due no later than March 31, 2004. If Safety-Kleen
does not emerge from bankruptcy prior to December 1, 2003, the
final $11 million is payable in monthly installments with interest
with the final payment due no later than March 31, 2004.

Under the Marketing and Distribution Agreement, Safety-Kleen was
appointed the exclusive North American distributor of SystemOne
parts washers for a term of five years commencing January 2001 and
provided for the purchase of 65,500 parts washer units over a
five-year term through December 2005. The Settlement Agreement
cancels all remaining purchase commitments for October 2003
through December 2005, settles previously disclosed disputes
between the parties, and releases the parties from all claims that
each may have against the other. Additionally, Safety-Kleen will
have the right in 2005 to purchase the lesser of up to 3,000
SystemOne parts washer units or one-sixth of the company's then
annual production capacity.

Paul I. Mansur, SystemOne's Chief Executive Officer, stated,
"While the Marketing and Distribution Agreement with Safety-Kleen
offered SystemOne the advantages of a multi-year purchase order,
it also included the inherent risks associated with being
dependent on a single customer. With Safety-Kleen's cash
settlement, we believe that the Company should be in a financially
sound position to pursue a multiple distribution strategy in the
U.S. and overseas as well as launching its new advanced SystemOne
Paint Gun Washer next month. In order to conserve our resources
pending development of a new distribution system, we are reducing
our production force and non-essential corporate personnel."

The Settlement Agreement will provide SystemOne with $14 million
to fund its transition from single customer distribution to
multiple distribution nationally and internationally. Mansur
stated, "While there can be no assurances that we will be
successful in developing new distribution channels and markets or
that the settlement proceeds will be sufficient to sustain our
efforts, we believe there are significant opportunities to market
our advanced SystemOne washers worldwide."

Founded in 1990, SystemOne Technologies designs, manufactures,
sells and supports a full range of self-contained, recycling
industrial parts washing products for use in the automotive,
aviation, marine and general industrial markets. The Company has
been awarded eleven patents for its products which incorporate
innovative, proprietary resource recovery and waste minimization
technologies. The Company is headquartered in Miami, Florida.


SBA COMMUNICATIONS: Plans to Restate Financial Statements
---------------------------------------------------------
SBA Communications Corporation plans to restate certain of its
financial statements.

In accordance with SEC rules, SBA is required to restate its
financial statements for all periods presented to reflect as
discontinued operations the sale of towers to AAT Communications
Corporation and certain other towers held for sale. In that
regard, SBA engaged Ernst & Young LLP, the Company's independent
accountants since 2002, to re-audit the Company's financial
statements for the year ended December 31, 2001.  The Company
determined to complete the re-audit ahead of the Company's 2003
Form 10-K requirements and prior to undertaking any substantial
refinancing activity, which remains a primary goal of the Company.  
The re-audit has been substantially completed. Through the
re-audit process certain adjustments have been identified that the
Company anticipates making to certain of its financial statements.
The affected financial statements include SBA's fiscal year 2001,
fiscal year 2002 and quarterly 2003 financial statements.

Aside from the adjustments necessary to reflect the discontinued
operations, the restatement is not anticipated to impact the
Company's revenues, cash position, tower cash flow, or Adjusted
EBITDA for any of the periods presented nor will the restatement
increase obligations requiring a future use of cash. The Company
anticipates that it will record adjustments to the December 31,
2001 Balance Sheet, consisting primarily of a reduction of net tax
liabilities and goodwill of approximately $20 million that had
been established in connection with certain business combinations.  
It is anticipated that after reflecting the impact from these same
adjustments on the 2001 Consolidated Statement of Operations, the
2001 net loss will still approximate $125 million.

In connection with the Company's adoption of SFAS 142, effective
January 1, 2002, the charges in 2002 to write off goodwill were
overstated by the amount of goodwill that is being eliminated as
of December 31, 2001 (approximately $20 million), as well as
additional goodwill recorded in 2002 and subsequently written off
as an impairment charge (approximately $4 million).  These
adjustments are anticipated to result in a reduction of the net
loss on the 2002 Consolidated Statement of Operations of
approximately $24 million to $249 million from the 2002 reported
loss of $273 million.

The loss from discontinued operations for the three and six months
ended June 30, 2003 was understated by approximately $2 million
due to an understatement of net assets to be sold resulting from
the elimination of the deferred tax liability at December 31,
2001, resulting in an anticipated increase to the net loss for the
six months ended June 30, 2003 of approximately $2 million.  The
net loss is expected to be increased to $92 million from $90
million.  It is expected that the aggregate effect of the
adjustments will result in an increase to previously reported
shareholders' equity at June 30, 2003 of approximately $17
million.

The Company intends to file restated audited financial statements
for 2001 and 2002 together with the opinion of Ernst & Young LLP,
thereon by means of Form 8-K as soon as practicable.  At the same
time, the Company also intends to amend its Form 10-Q for the
quarters ended March 31, 2003 and June 30, 2003.

SBA (S&P, CCC Corporate Credit Rating, Developing Outlook) is a
leading independent owner and operator of wireless communications
infrastructure in the United States.  SBA generates revenue from
two primary businesses -- site leasing and site development
services.  The primary focus of the company is the leasing of
antenna space on its multi-tenant towers to a variety of wireless
service providers under long-term lease contracts.  Since it was
founded in 1989, SBA has participated in the development of over
20,000 antenna sites in the United States.
    

STATION CASINOS: Board Declares Cash Dividend Payable on Dec. 4
---------------------------------------------------------------
Station Casinos, Inc.'s (NYSE: STN) Board of Directors has
declared its second quarterly cash dividend of $0.125 per share.
The dividend is payable on December 4, 2003 to shareholders of
record on November 13, 2003.

Station Casinos, Inc. (S&P, BB Corporate Credit Rating, Stable
Outlook) is the leading provider of gaming and entertainment to
the residents of Las Vegas, Nevada.  Station's properties are
regional entertainment destinations and include various amenities,
including numerous restaurants, entertainment venues, movie
theaters, bowling and convention/banquet space, as well as
traditional casino gaming offerings such as video poker, slot
machines, table games, bingo and race and sports wagering.  
Station owns and operates Palace Station Hotel & Casino, Boulder
Station Hotel & Casino, Santa Fe Station Hotel & Casino, Wildfire
Casino and Wild Wild West Gambling Hall & Hotel in Las Vegas,
Nevada, Texas Station Gambling Hall & Hotel and Fiesta Rancho
Casino Hotel in North Las Vegas, Nevada, and Sunset Station Hotel
& Casino and Fiesta Henderson Casino Hotel in Henderson, Nevada.  
Station also owns a 50 percent interest in both Barley's Casino &
Brewing Company and Green Valley Ranch Station Casino in
Henderson, Nevada and a 6.7 percent interest in the Palms Casino
Resort in Las Vegas, Nevada.  In addition, Station manages the
Thunder Valley Casino in Sacramento, California on behalf of the
United Auburn Indian Community.


SUREBEAM CORP: Jack A. Henry Steps Down from Board of Directors
---------------------------------------------------------------
SureBeam Corporation's (Nasdaq: SUREE) Board of Directors has
accepted the resignation of Jack A. Henry as a Director.  

Mr. Henry joined the Board on July 27, 2003 and was elected
Chairman of the Audit Committee and served as a member of the
Compensation Committee.

Mr. Henry is President and CEO of Sierra Blanca Ventures, a
Phoenix-based private advisory and investment firm.  In offering
his resignation, Mr. Henry stated, "The time demands of my other
business commitments will not allow me to dedicate the time that
will be necessary to fulfill my responsibilities as Chairman of
the Audit Committee and a member of the Board."

Headquartered in San Diego, California, SureBeam Corporation
operates processing service centers located in Glendale Heights,
Illinois; Sioux City, Iowa; College Station, Texas; and Rio de
Janeiro, Brazil.  The Company is a leading provider of electron
beam food safety systems and services for the food industry.  
SureBeam's technology significantly improves food quality, extends
product freshness, and provides disinfestation that helps to
protect the environment.  The SureBeam patented system is based on
proven electron beam and x-ray technology that destroys harmful
food-borne bacteria much like thermal pasteurization does to milk.  
This technology can also eliminate the need for toxic chemical
fumigants used in pest control that may be harmful to the earth's
ozone layer.

                         *     *     *

               Liquidity and Capital Resources

In its latest Form 10-Q filed with Securities and Exchange
Commission, SureBeam Corporation reported:

"We have used cash principally to construct systems for our
strategic alliances and fund working capital advances for these
strategic alliances, to construct our company-owned service center
and systems in Brazil, and to fund our working capital
requirements. We spend significant funds to construct systems for
our strategic alliances in advance of payment. We also are
spending significant funds on sales and marketing efforts relating
to brand recognition and consumer acceptance programs. In
addition, our service centers have operated at losses using
significant funds. At March 31, 2003, we had available cash and
cash equivalents of $20.2 million and restricted cash of $1.3
million. The restricted cash represents the money received as
payment on our RESAL contract in anticipation of our first
shipment of equipment. The cash will become unrestricted upon our
shipment, which is scheduled for the second quarter of 2003.

      Status of Our $50.0 Million Credit Facility with Titan

"During 2002, Titan extended to us a senior secured credit
facility under which we could borrow up to a maximum of $50.0
million, subject to the terms and conditions of the credit
facility. As of May 7, 2003, we have borrowed $25.0 million on
this credit facility. The credit facility allows us to borrow, in
addition to our previous borrowings, up to a maximum of $12.5
million per quarter through the fourth quarter of 2003, subject to
the $50.0 million cumulative limitation on borrowing and the other
terms and conditions of the credit facility. We are unable to
borrow additional amounts if our cash balance is greater than $5.0
million.

"We have not borrowed additional amounts on the credit facility
since October 30, 2002, and, we do not anticipate borrowing, or
being able to borrow, additional amounts on the credit facility
during 2003 or during the remaining period that the credit
facility is outstanding. As of March 31, 2003, we were in
compliance with all covenants of the credit facility, however, we
were not able to borrow additional funds during the second quarter
because we did not meet the earnings before interest, taxes,
depreciation and amortization (EBITDA) target for the first
quarter of 2003 in our annual operating plan. We do not anticipate
that we will have availability under the credit facility during
the remaining period that the credit facility is outstanding.

"We are obligated, with some exceptions, to use net proceeds from
the sale of assets and securities to repay amounts advanced under
the credit facility. During March 2003, the credit facility was
amended to allow us to receive net proceeds of up to $25.0 million
resulting from transactions involving the issuance of equity
securities through September 30, 2004, without having to apply
such net proceed towards repayment of the credit facility,
provided that no default or event of default had occurred. We are
required to make a mandatory prepayment on the credit facility in
an amount equal to 50% of any net proceeds in excess of $25.0
million resulting from transactions involving the issuance of
equity securities.

"Under our credit facility, we are obligated to make minimum
quarterly principal payments as follows: 13.75% of the outstanding
principal balance as of December 31, 2003 during each quarter in
2004; 25% of the outstanding principal balance as of December 31,
2004 during each quarter in 2005; and, all remaining principal by
December 31, 2005. The interest rate is Titan's effective weighted
average term debt rate under Titan's credit agreement plus three
percent. As of March 31, 2003, the interest rate on the credit
facility was 7.92%. Interest is payable monthly beginning in
January 2003. Through May 7, 2003, we have paid $1.4 million of
interest related to the credit facility. The credit facility is
secured by a first priority lien on all of our assets.

                   Credit Facility Availability

"During the quarter ending March 31, 2003, the maximum amount
available for borrowing pursuant to the credit facility was $12.5
million, subject to the terms and conditions of the credit
facility. The maximum amount available for borrowing in each of
the second, third and fourth quarters of 2003 is based upon our
earnings before interest, taxes, depreciation and amortization for
the prior quarter as a percentage of the EBITDA target in our
annual operating plan.

"If actual EBITDA is negative $2.4 million or higher for the
quarter ending March 31, 2003, then up to 100% of the quarterly
maximum or $12.5 million will be available for borrowing during
the quarter ending June 30, 2003. If our actual EBITDA is negative
$3.0 million during the quarter ending March 31, 2003, then up to
50% of the quarterly maximum or $6.3 million will be available for
borrowing during the quarter ending June 30, 2003. If our actual
EBITDA is between negative $2.4 million and negative $3.0 million
during the quarter ending March 31, 2003, then the maximum amount
available for borrowing during the quarter ending June 30, 2003
shall be determined by linear interpolation between $6.3 million
and $12.5 million. If our actual EBITDA is lower than negative
$3.0 million for the quarter ending March 31, 2003, no amounts
will be available for borrowing through the credit facility during
the quarter ending June 30, 2003. No amounts are available for
borrowing during the second quarter because our EBITDA was $6.8
million and therefore is less than the negative $3.0 million
target.

"For the quarter ending June 30, 2003, our target EBITDA is
$505,000. If our actual EBITDA for the quarter ending June 30,
2003 is positive, but less than $126,000, or 25% of the target
EBITDA, then the maximum amount available in the quarter ending
September 30, 2003, would be $5.0 million, provided that no
amounts would be available unless we covenant during the quarter
ended September 30, 2003 to limit our total operating expenses
(defined as research and development and selling, general and
administrative expenses) to $5.0 million. No amounts would be
available under the credit facility during the quarter ended
September 30, 2003, if we have negative EBITDA for the quarter
ending June 30, 2003. If our actual EBITDA for the quarter ended
June 30, 2003 is $126,000, or 25% of the target EBITDA, then the
maximum amount available in the quarter ended September 30, 2003,
would be $6.3 million or 50% of the quarterly maximum and for each
percentage of actual EBITDA above $126,000, or 25% of target
EBITDA, the percentage of the quarterly maximum above 50% would be
increased on a pro rata basis.

"For the quarter ending September 30, 2003, our target EBITDA is
$4.1 million. Therefore, if our actual EBITDA for the quarter
ended September 30, 2003 is positive, but less than $1.0 million,
or 25% of the target EBITDA, then the maximum amount available in
the quarter ended December 31, 2003, would be $5.0 million,
provided that no amounts would be available unless we covenant
during the quarter ended December 31, 2003 to limit our total
operating expenses (defined as research and development and
selling, general and administrative expenses) to $5.0 million. No
amounts would be available under the credit facility during the
quarter ending December 31, 2003, if we have negative EBITDA for
the quarter ending September 30, 2003. If our actual EBITDA for
the quarter ended September 30, 2003 is $1.0 million, or 25% of
the target EBITDA, then the maximum amount available in the
quarter ended December 31, 2003, would be $6.3 million or 50% of
the quarterly maximum and for each percentage of actual EBITDA
above $1.0 million, or 25% of target EBITDA, the percentage of the
quarterly maximum above 50% would be increased on a pro rata
basis.

"We do not anticipate that we will have further availability under
the credit facility during the remaining period that the credit
facility is outstanding.

"The credit agreement also includes covenants limiting our
incurrence of debt, investments, declaration of dividends and
other restricted payments, sale of stock of subsidiaries and
consolidations and mergers. The credit agreement, however, does
not contain any financial covenants requiring us to maintain
specific financial ratios.

"In addition, Titan has guaranteed some of our lease obligations,
and we are obligated to reimburse Titan for any payments they make
under these guaranties. Any guarantee payments Titan makes reduces
amounts available for future borrowing under the credit agreement.
We will pay Titan a monthly fee of 10% of the guaranteed monthly
payments. Some of the guaranteed leases have longer terms than the
credit facility. If Titan remains a guarantor at the maturity date
for the credit facility, then we plan to enter into a
reimbursement agreement with Titan covering the outstanding
guarantees.

"For the three months ended March 31, 2003, we used cash in
operations of $5.7 million as compared to having cash provided by
operations of $5.5 million for the three months ended March 31,
2002. During the first quarter of 2003, our net loss plus
depreciation and amortization were offset by an increase in
working capital usage, particularly an increase in accounts
receivable related to the increase of our unbilled receivables and
restricted cash and was offset by the decrease in the amount due
from Titan due to the $8.7 million we received for payment on our
receivables during the quarter. Also during the quarter, we
received $1.3 million of restricted cash related to a payment made
based in a milestone payment on our RESAL contract. The release of
the funds is tied to our initial shipment of equipment to Saudi
Arabia that was delayed due to the war in Iraq but is now
scheduled to ship in the second quarter of 2003. For the three
months ended March 31, 2002, our net loss plus depreciation and
amortization were offset by an increase in working capital usage,
particularly an increase in our unbilled receivables and
inventories and was offset by the decrease in the amount due from
Titan due to the $19.5 million we received as payment on our
receivables during the quarter.

"We used approximately $1.5 million and $437,000 for investing
activities for the three months ended March 31, 2003 and 2002,
respectively. For the three months ended March 31, 2003 we had
capital expenditures of $1.5 million primarily related to the
continued construction of our company owned service centers.

"The [Company's] consolidated financial statements contemplate the
realization of assets and the satisfaction of liabilities in the
normal course of business. During the three months ended March 31,
2003, we have incurred substantial losses from operations and
investments in infrastructure. Management believes that as we
continue to expand significant funds on, sales and marketing, it
is not anticipated that our revenues will sufficiently offset
these expenses until at least 2004. Additionally, our construction
and implementation period for systems sales to strategic alliances
require a substantial use of cash for at least 12 to 18 months.
Our arrangements to sell food irradiation systems to strategic
alliances typically contain milestone provisions for payment,
which are typically based upon time, stage of completion, and
other factors. As a result, our unbilled receivables from our
customers have increased $1.7 million for the three months ended
March 31, 2003. Also, we have advanced funds aggregating $6.0
million to Hawaii Pride of which $230,000 was advanced during the
three months ended March 31, 2003 and is included in selling,
general and administrative expense in the accompanying
consolidated financial statements. These advances were used
primarily for land acquisition, for facility construction and for
working capital purposes. We are not obligated to continue the
funding of Hawaii Pride. We also have entered into a number of
commitments to lease land and facilities in connection with
construction of our four company-owned service centers all of
which are operational. In addition, based on our customer
requirements, we may expend funds to construct and install in-line
systems that we will own and operate.

"In addition to our current operating plans, which focus on
increasing cash flow from operations, we are also evaluating a
number of alternative plans to meet our future operating cash
needs. These plans include raising additional funds from the
capital markets. As of the date of the filing of this report, we
have obtained $25.0 million under the senior secured credit
facility with Titan. We do not anticipate making any additional
borrowings under this credit facility. If the funds available from
the capital markets are not available or not sufficient for us, or
if we are unable to generate sufficient cash flow from operations,
we may need to consider additional actions, including reducing or
deferring capital expenditures, reducing or deferring research and
development projects, curtailing construction of systems for
customers in advance of payment and reducing marketing
expenditures, which actions may have a material adverse impact on
our ability to meet our business objectives.

"At March 31, 2003, we had $20.2 million of cash and cash
equivalents and $1.3 million of restricted cash. We believe that
this balance will be sufficient to meet our cash needs through
2003. However, a variety of currently unanticipated events could
require additional capital resources such as the acquisition of
complementary businesses or technologies or increased working
capital requirements to fund, among other things, construction of
systems for our strategic alliances in advance of payment.
Additionally, if our requirements vary from our current plans, we
may require additional financing sooner than we anticipate. An
inability in such circumstance to obtain additional financing on
terms reasonable to us, or at all, could have a material adverse
effect on our results of operations and financial condition."


SWIFT & CO: Will Hold Q1 FY04 Investor Conference Call on Monday
----------------------------------------------------------------
Swift & Co will conduct a conference call for investors and media
to report financial results for the First Quarter of FY04 at
9:00am MST (11:00am EST) Monday, Oct 6, 2003. Callers should dial
800-946-0783.  A replay of the call will be available from October
6th-Oct 8th; callers should dial 888-203-1112 and enter passcode
325938.

Swift & Company (S&P, BB- Corporate Credit and B+ Senior Unsecured
Debt Ratings) is one of the world's leading beef and pork
processing companies - processing, preparing, packaging,
marketing, and delivering fresh, further processed and value-added
beef and pork products to customers in the United States and in
international markets. For more information, please visit
http://www.swiftbrands.com


SYNTHETIC BLOOD: Grant Thornton Resigns as Independent Auditors
---------------------------------------------------------------
On September 22, 2003, Synthetic Blood International Inc. received
notice from Grant Thornton LLP that it has resigned as the
Company's independent accountants.  

Grant Thornton LLP's report on the financial statements of
Synthetic Blood International, Inc. as of, and for, the year ended
April 30, 2003, and the period from May 26, 1967 (inception) to
April 30, 2003 contained an explanatory paragraph stating that:
"The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. The Company is
a development stage enterprise engaged in developing certain
medical products. The Company has accumulated deficit during the
development stage of $18,700,730 as of April 30, 2003, and has
used cash in operations of $2,093,762 during the year ended April
30, 2003. The Company will require substantial additional
financing to fund operations until the necessary regulatory
approvals are obtained, if ever. These factors, among others as
described in Note A, raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans
concerning these matters are described in Note A. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty."

The Company has not engaged an accounting firm to replace Grant
Thornton LLP.  


SYNTHETIC BLOOD: Proposes Up to 14M Shares in Private Placement
---------------------------------------------------------------
Synthetic Blood International Inc. reported in its July 31, 2003
Form 10-Q its intention to initiate a $2,000,000 private placement
of its common stock with foreign investors under the exemption
afforded by Regulation S of the Securities Act of 1933.

The Company has planned to offer 25,000,000 shares of common stock
at $0.08 per share.  

Based on its discussions with prospective overseas investors, the
Company now proposes to offer in the private placement between
10,000,000 to 14,000,000 shares of its common stock at prices
between $0.15 to $0.20 per share, which would result in gross
proceeds in the offering of approximately $2,000,000.


SYSTECH: Integrated Partners Advances Funds to Support Workout
--------------------------------------------------------------
Integrated Partners, the private equity arm of Integrated Asset
Management Corp. (TSXV:IAM) announced that a private equity fund
managed by Integrated Partners has successfully completed its
investment in Systech Retail Systems Corp.

Systech, which trades on the TSX under the symbol "SYS", is a
retail point-of-sale solutions provider with operations in both
the United States and Canada.

On July 29, 2002, Integrated Partners advanced funds in the form
of senior secured debt to support a financial and operational
restructuring of Systech. Assuming completion of the
Restructuring, to the satisfaction of Integrated Partners, part of
the Advances would be converted into common shares of Systech.

In January, 2003, Systech, with the support of Integrated Partners
and Systech's other senior secured lender, filed for creditor
protection under Chapter 11 in the United States and under CCAA in
Canada.

Systech emerged from creditor protection on September 10th, 2003,
upon which Integrated Partners converted its Advances of
approximately $ 12 million into 778 million common shares of
Systech (approximately 40 % of the issued and outstanding shares),
54.5 million warrants exercisable over 5 years and approximately $
6 million of subordinated debt.

Integrated Partners is a manager of private equity funds on behalf
of institutional investors. Integrated Partners, one of the most
experienced private equity teams in Canada, has broad expertise
across many sectors and transaction types.

Toronto-based Integrated Asset Management Corp. is Canada's
premier alternative asset manager. IAM has over $1.4 billion in
assets under management in private equity, private debt, real
estate, managed futures and hedge funds.

Systech Retail Systems Corp.'s July 31, 2003 balance sheet shows a
total shareholders' equity deficit of about $83 million.

Systech has emerged from bankruptcy protection with a strong
customer base and a streamlined operation and management believes
that the outlook for the Company is positive.

Systech is the retail industry's premier independent developer and
integrator of retail technology, including software, systems and
services to supermarket, general retail and hospitality chains
throughout North America. Its open architecture solutions enable
e-commerce and other powerful new technology to be applied in the
retail environment. The Company's significant cross-platform
capability and considerable technical service force allow it to
address any in-store systems requirements regardless of project
size or scope. Shares of Systech Retail Systems are traded on the
Toronto Stock Exchange under the symbol (SYS).


TENNECO AUTOMOTIVE: Will Publish Q3 2003 Results on October 21
--------------------------------------------------------------
Tenneco Automotive (NYSE: TEN) plans to issue its third quarter
2003 earnings news release before the market opens on Tuesday,
October 21, 2003, and hold a conference call the same day at 10:30
a.m. EDT.  The purpose of the call is to discuss the company's
results of operations for the last fiscal quarter, as well as
other matters that may impact the company's outlook.

News Release:        Before the market opens on Tuesday,
                     October 21, 2003. The news release will be
                     sent by email and fax to the Tenneco
                     Automotive investor distribution list and
                     will be available on First Call, PRNewswire
                     and the Tenneco Automotive web site.

Conference Call:     Tuesday, October 21, 2003
                     The conference call will be hosted by Mark
                     Frissora, chairman and CEO and Ken Trammell,
                     senior vice president and chief financial
                     officer.

Time:                10:30 a.m. Eastern time
                      9:30 a.m. Central time

Phone Numbers:       800 779-7694 (domestic)
                     630 395-0023 (international)

Passcode:            Tenneco Auto

Conference Leader:   Leslie Hunziker

Call Playback:       Available one hour following completion of
                     the call on Tuesday, October 21, 2003 through
                     6:00 p.m. EST, October 28, 2003.  Call 800
                     839-8559 domestic or 402 998-1013
                     international.

Passcode:            8400

Web Site Broadcast:  http://www.tenneco-automotive.com
                     For a "listen only" broadcast, go to the
                     company's web site and select the "live web
                     cast" link.  Please go to the web site at  
                     least 15 minutes prior to the start of the
                     call to register and download and install any
                     necessary audio software.  A replay of this
                     call will also be available on the Tenneco
                     Automotive web site.

Tenneco Automotive is a $3.5 billion manufacturing company with
headquarters in Lake Forest, Illinois and approximately 19,600
employees worldwide.  Tenneco Automotive is one of the world's
largest producers and marketers of ride control and exhaust
systems and products, which are sold under the Monroe(R) and
Walker(R) global brand names. Among its products are Sensa-Trac(R)
and Monroe Reflex(R) shocks and struts, Rancho(R) shock absorbers,
Walker(R) Quiet-Flow(R) mufflers and DynoMax(R) performance
exhaust products, and Monroe(R) Clevite(R) vibration control
components.

                         *     *     *

                         Ratings Status

As reported in Troubled Company Reporter's June 5, 2003 edition,
Fitch Ratings affirmed Tenneco Automotive Inc.'s senior secured
bank debt at 'B+' and subordinated debt at 'B-'. In addition,

Fitch assigned a rating of 'B' to the $300 million senior secured
notes to be issued under 144A, with silent second lien, due in
2013.

Meanwhile, as previously reported, Standard & Poor's Ratings
Services revised its outlook on Tenneco Automotive Inc. to stable
from negative. At the same time, Standard & Poor's assigned its
'CCC+' rating to TEN's offering of $300 million senior secured
notes, with a second lien, due in 2013 (144A with registration
rights).

The outlook revision reflects Lake Forest, Illinois-based TEN's
improved credit-protection measures achieved in the past year and
enhanced liquidity stemming from the pending issuance of the $300
million senior secured notes.

In addition, Standard & Poor's affirmed its 'B' corporate credit
rating on TEN and its other ratings.


US AIRWAYS: Strikes Stipulation Allowing 26 Wachovia Bank Claims
----------------------------------------------------------------
Edward J. Estrada, Esq., at LeBoeuf, Lamb, Greene & McRae,
relates that on various dates, Wachovia Bank, N.A., formerly
known as First Union National Bank, in its capacity as Equipment
Trust Trustee, filed multiple Proofs of Claim asserting various
liquidated and unliquidated claims against the Reorganized US
Airways Debtors relating to 26 Boeing Model 737 Aircraft.

Wachovia also filed multiple claims against each of the
Reorganized Debtors that are duplicative of the Wachovia Trustee
Claims.  The Reorganized Debtors object to the allowance of the
Claims.

After arm's-length negotiations, the parties agreed to allow the
Wachovia Trustee Claims as general unsecured USAI-7 Claims.  All
other Wachovia Claims relating to these Aircraft are disallowed.  
The duplicative claims are withdrawn.

The Allowed Wachovia Trustee Claims are:

   (a) Deal Name: Milbank B

       Tail No.  Claim No.   Final Claim Amount
       --------  ---------   ------------------
       N406US       5089         $18,911,944
       N409US       5091          18,911,944
       N425US       2255          17,719,862
       N532US       2303          15,875,485
       N533US       2300          15,875,478
                                 -----------
       Milbank B Subtotal        $87,294,713

   (b) Deal Name: MBIA

       N511AU       2257         $12,059,490
       N512AU       2256          11,772,300
       N514AU       2307          11,772,300
       N515AU       2314          12,059,490
       N517AU       2298          12,433,899
       N518AU       2299          12,000,564
       N519AU       2310          14,075,152
       N520AU       2309          13,797,117
       N521AU       2302          14,075,152
       N522AU       2297          13,797,117
       N525AU       4642          13,892,143
       N526AU       2305          13,892,143
       N527AU       2311          13,892,143
       N576US       5083          14,005,940
       N577US       5082          14,005,940
       N584US       5087          14,005,940
       N588US       2312          13,892,143
       N589US       2306          13,892,143
       N590US       2308          13,892,143
       N591US       2258          13,892,143
       N592US       2301          13,892,143
                                ------------
       MBIA Subtotal            $280,997,547
                                ------------
       Total                    $368,292,260
                                ============
(US Airways Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


U.S. RESTAURANT: Board Okays December Preferred Share Dividend
--------------------------------------------------------------
U.S. Restaurant Properties, Inc.'s (NYSE:USV) Board of Directors
has approved the November monthly common stock dividend of $0.11
per share (which equates to an annual rate of $1.32 per share).

The November monthly common stock dividend will be paid on
November 14, 2003 to stockholders of record on October 31, 2003.
The Board also approved the December quarterly Series A Preferred
Stock (NYSE:USV-pa) dividend of $0.4825 per share (i.e., $1.93 per
share annual rate), which is payable on December 15, 2003 to
stockholders of record on November 28, 2003.

U.S. Restaurant Properties, Inc. is a non-taxed financial services
and real estate company dedicated to acquiring, managing, and
financing branded chain restaurant properties (such as Arby's(R),
Chili's(R), Burger King(R) and Pizza Hut(R)) and other service
retail properties. The company currently owns or finances
approximately 787 properties located in 48 states.

                          *    *    *

                 Liquidity and Capital Structure

Outstanding debt at December 31, 2002, totaled $353 million, or
46.6% of total capitalization. The Company's interest expense
coverage ratio for the quarter was 2.6 times FFO. The average
interest rate declined to just over 5% for the quarter. Other than
regularly scheduled debt amortization, the Company must reduce its
line of credit by $5.0 million by May 31, 2003, and has $47.5
million in senior notes that are due August 1, 2003. In
anticipation of these maturities, management is discussing various
financing alternatives with its creditors.


VENTURE HOLDINGS: Files Joint Plan of Reorganization in Michigan
----------------------------------------------------------------
On September 22, 2003, Venture Holdings Company LLC reached a
definitive agreement with Larry J. Winget and certain of his
affiliates pursuant to which the ownership or assets of
approximately 29 entities owned by Winget and his affiliates
(which entities have certain business relationships with the
Company and its affiliates) will be contributed to a new Delaware
limited liability company that is proposed to be formed in
connection with the reorganization of the Company.

The Company also filed on September 24, 2003 its "Debtors' Joint
Plan of Reorganization" dated September 24, 2003 in the United
States Bankruptcy Court for the Eastern District of Michigan,
Southern Division, in Case No. 03-48939. The Plan sets forth the
Company's and the other debtors' proposed treatment of certain
claims in connection with the Bankruptcy Proceeding, including the
proposed formation of Venture Delaware, to which the assets of the
debtors and the Contributed Entities would be contributed. Under
the Plan, the equity of Venture Delaware would be issued to
certain existing senior bank lenders, Larry J. Winget and certain
holders of unsecured claims, all as described in the Plan.

The Company has named Horst Geldmacher interim Chief Executive
Officer while the Company continues to search for a permanent
replacement. Mr. Geldmacher joined the Company earlier this year
as the Chief Executive Officer of the Company's European
operations.


VITESSE SEMICON: Look for Q4 and 2003 Year-End Results on Oct. 30
-----------------------------------------------------------------
Vitesse Semiconductor Corporation (NASDAQ:VTSS) will release
financial results for the fourth quarter and fiscal year ended
September 30, 2003 after the close of market on Thursday, October
23, 2003, followed by a conference call at 2:00 p.m. PDT.  

A live webcast of the call will be available on Vitesse's Web site
at http://www.vitesse.com  

Those without Internet access may listen to a live audio of the
call by telephone.

     U.S. & Canada:      1-888-201-8018
     International:      1-706-634-1300
     Conference Name:    Vitesse Semiconductor Corporation
     Leader's Name:      Lou Tomasetta

A telephone replay will be available for 7 days, beginning
October 23, 2003 at 3:00 p.m. PDT. Replay dial-in is 1-706-645-
9291, passcode 3123752.

Vitesse (S&P, B Corporate Credit Rating, Negative) is a leading
designer and manufacturer of innovative silicon solutions used in
the networking, communications and storage industries worldwide.
Vitesse works to specifically address the requirements of system
designers and OEMs by providing high-performance, integrated
products that are ideally suited for use in Enterprise, Access,
Metro and Core applications. Additional company and product
information is available at http://www.vitesse.com


WEIRTON STEEL: Plan-Filing Exclusivity Extended to December 15
--------------------------------------------------------------
Weirton Steel Corporation obtained the U.S. Bankruptcy Court
approval extending the:

       (1) Exclusive Filing Period through and including
           December 15, 2003; and

       (2) Exclusive Solicitation Period through and including
           February 13, 2004. (Weirton Bankruptcy News, Issue No.
           10; Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WILLIAMS COS.: Will Report Third-Quarter Results on November 6
--------------------------------------------------------------
Williams (NYSE: WMB) plans to report its third-quarter 2003
financial results before the market opens on Nov. 6.  Williams'
management will discuss the third-quarter results and future
guidance during an analyst presentation to be webcast live
beginning at 10 a.m. Eastern the same day.

Participants are encouraged to access the presentation and
corresponding slides via http://www.williams.comon Nov. 6.  A  
limited number of phone lines also will be available at (800) 818-
5264.  International callers should dial (913) 981-4910.  Callers
should dial in at least 10 minutes prior to the start of the
discussion.

Audio replays of the presentation will be available at 4 p.m.
Eastern Nov. 6 through midnight on Nov. 13.  To access the replay,
dial (888) 203-1112.  International callers should dial (719) 457-
0820.  The replay confirmation code is 256015.  The webcast replay
-- audio and slides -- will be available on
http://www.williams.com

Williams (S&P, B+ Long-Term Corporate Credit Rating, Negative),
through its subsidiaries, primarily finds, produces, gathers,
processes and transports natural gas.  Williams' gas wells,
pipelines and midstream facilities are concentrated in the
Northwest, Rocky Mountains, Gulf Coast and Eastern Seaboard.  More
information is available at http://www.williams.com


WR GRACE: Wants Additional Time to Make Lease-Related Decisions
---------------------------------------------------------------
The W.R. Grace Debtors ask Judge Fitzgerald to extend their
deadline to decide whether to assume, assume and assign, or reject
unexpired non-residential real property leases to and including
March 31, 2004.

The Debtors make it clear the extension requested is without
prejudice to their right to seek further extensions, and without
prejudice to any lessor's right to request to shorten the lease
decision period on a particular lease.

The Debtors remind Judge Fitzgerald that they are parties to
several hundred unexpired leases that fall into two major
categories:

     (a) real property leases for offices and plants throughout
         the United States and Puerto Rico; and

     (b) leases where the Debtors are lessees of commercial real
         estate, often retail stores, restaurants, and other
         similar facilities most of which have been subleased
         to other tenants.

These leases are important assets of the estate.  Thus, the
decision to assume or reject these leases is central to any plan
of reorganization.  Furthermore, these cases are large and
complex, and involve many leases.  The Debtors' management and
professionals have been consumed with the operation of the
Debtors' businesses and the resolution of a number of complex
business decisions.  Furthermore, the Debtors have focused on
defining the mounting asbestos-related litigation liabilities
that they contend precipitated these Chapter 11 cases.  The
Debtors are emphatic that these Chapter 11 cases were not
commenced because of "difficulties with the Debtors' core
businesses."  Resolution of the asbestos issues will involve
significant litigation that will take time.  The Debtors have not
yet intelligently appraised each lease's value to its plan, and
until the asbestos issues are resolved, little progress can be
made toward developing a viable plan of reorganization.

The Debtors assure Judge Fitzgerald that they are current in all
of their postpetition rent payments and other contractual
obligations with respect to the unexpired leases.  The Debtors
intend to continue to timely pay all rent obligations on leases
until they are either rejected or assumed, and will continue to
timely perform their contractual obligations with respect to the
assumed leases.  As a result, the Debtors' continued occupation
of the relevant real property -- whether directly or as
sublessees -- will not prejudice the lessors of the real property
or cause the lessors to incur damages that cannot be recompensed
under the Bankruptcy Code.

The Court will convene a hearing on October 27, 2003 to consider
the Debtors' request.  By application of Del.Bankr.L.R 9006-2,
the lease decision period is automatically extended through the
conclusion of that hearing. (W.R. Grace Bankruptcy News, Issue No.
47; Bankruptcy Creditors' Service, Inc., 609/392-0900)


XM SATELLITE: Completes Standard Exchange Offer for 12% Notes
-------------------------------------------------------------
XM Satellite Radio Holdings Inc. (Nasdaq: XMSR) has completed its
standard exchange offer for its 12% Senior Secured Notes due 2010.
XM had offered holders of the notes, which were issued in a
private placement under rule 144A, the opportunity to exchange
those notes for new notes that are registered under the Securities
Act of 1933.

Each series of notes is issued by XM Satellite Radio Inc. and
guaranteed by XM Satellite Radio Holdings Inc., and the terms of
the new notes are substantially identical to the terms of the old
notes except that the new notes are freely tradable.

XM is America's #1 satellite radio service. With nearly 930,000
subscribers, XM is on pace for 1.2 million subscribers later this
year. Broadcasting live daily from studios in Washington, DC, New
York City and Nashville, Tennessee at the Country Music Hall of
Fame, XM provides its loyal listeners with 101 digital channels of
choice: 70 music channels, more than 35 of them commercial-free,
from hip hop to opera, classical to country, bluegrass to blues;
and 31 channels of premiere sports, talk, comedy, kid's and
entertainment programming. Compact and stylish XM satellite radio
receivers for the home, the car, the computer and even a portable
boombox for on the go are available from retailers nationwide. In
addition, XM is available in more than 80 different 2004 car
models. XM is a popular factory-installed option on more than 40
new General Motors models, as well as a standard feature on
several top-selling Honda and Acura models.

For more information about XM, visit http://www.xmradio.com

                         *     *     *

As previously reported in Troubled Company Reporter, Standard &
Poor's Ratings Services lowered its corporate credit ratings on
satellite radio provider XM Satellite Radio Inc., and its parent
company XM Satellite Radio Holdings Inc. (which are analyzed on a
consolidated basis) to 'SD' from 'CCC-'.

At the same time, Standard & Poor's lowered its rating on the
company's $325 million 14% senior secured notes due 2010 to 'D'
from 'CCC-'.

These actions follow XM's completion of its exchange offer on the
senior secured notes, at par, for new 14% senior secured notes due
2009.

All ratings were removed from CreditWatch with negative
implications where they were placed on Nov. 18, 2002.


* Darrell S. Gay Joins Coudert Brothers' NY Office as Partner
-------------------------------------------------------------
The international law firm Coudert Brothers LLP announced that
Darrell S. Gay, formerly head of DSGay Law Group, has joined the
New York office of Coudert Brothers as a partner.

Mr. Gay will head the U.S. labor and employment litigation
practice of the firm.

He is joined in his move by two associates, Sonya D. Johnson and
Sigele D. Porter, in New York. Reginald E. Jones, former EEOC
Commissioner and counsel with DSGay Law Group, will be resident in
the Washington D.C. office of Coudert Brothers.

"We are pleased to add the significant legal capabilities and
leadership skills of Darrell and his team with respect to our
global practice in the employment area," New York Office Managing
Partner Clyde E. Rankin, III said. "We expect employment and labor
work to become increasingly important to existing and new clients
given the growing complexity of the area, both in the U.S. and
overseas. Darrell, Reg and their group have a proven track record
of successfully defending corporations and major not-for-profits.
Darrell's work to foster greater diversity in the legal profession
and corporate world fits in well with Coudert Brothers' mission."

"Coudert's reputation, combined with the fine talent here, was
important in my decision," Mr. Gay said. "This move enables us to
provide our clients assistance in employment litigation and with
respect to traditional labor law issues throughout the world.
Together with the other attorneys at the firm, we will build
Coudert Brothers into the 'go to' employment and labor practice
for companies worldwide."

Mr. Gay is a graduate of Columbia University School of Law (class
of 1979) and Fordham University (1976). He served as a
Commissioner with the New York State Civil Service Commission from
1991 to 1994 and was appointed as a member of the Governor's Task
Force on Sexual Harassment by Mario Cuomo.

He developed and has led for the past eight years the National
Employment Law Council, composed of minority outside counsel and
in-house attorneys who represent management in labor and
employment matters. Mr. Gay has been active with a variety of
boards and minority counsel associations, including being an
original Board Member of the Minority Corporate Counsel
Association and an active member of The Association of the Bar of
the City of New York. He also chaired the Coalition of Black
Professional Organizations and was a Board Member of 100 Black
Men, Inc.

Mr. Jones, practicing from the firm's Washington office, focuses
on the implementation of and training for diversity and EEO
compliance programs. As a Commissioner of the U.S. Equal
Employment Opportunity Commission from 1996 to 2000, Mr. Jones
chaired the EEOC's Task Force to study and report on best equal
employment opportunity policies, practices and procedures in the
private sector.

Prior to the EEOC, Mr. Jones served as Labor and Employment
Counsel to the U.S. Senate Labor Committee (now Health, Education,
Labor and Pensions) and was significantly involved in the
enactment of primary labor and employment legislation, including
the Civil Rights Act of 1991, the Family and Medical Leave Act,
and the Americans with Disabilities Act.

Coudert Brothers LLP is a leading international law firm
specializing in complex crossborder transactions and dispute
resolution, with more than 650 lawyers in 30 offices in 18
countries. Practice areas include corporate and commercial,
customs and international trade, energy and natural resources,
financial restructuring and insolvency, intellectual property,
litigation and arbitration, life sciences, telecommunications,
media/entertainment and technology.


* FTI Consulting Launches European Restructuring Practice
---------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), the premier provider of
turnaround, bankruptcy and litigation-related consulting services
in the United States, has launched its European restructuring
practice with the opening of an office in London. Finbarr
O'Connor, senior managing director, has been appointed to head the
London office, reporting to Mike Policano, who will lead FTI's
European restructuring practice.

"Our European financial restructuring practice is a geographic
extension of our U.S. practice and is being established initially
to serve our existing clients' needs in Europe," said Jack Dunn,
chairman and chief executive officer. "Many of our clients have
challenging situations worldwide and are increasingly requesting
our services for matters that are either based in Europe or have a
large European component. In fact, FTI has been working with
clients in the United Kingdom and Europe for many years in a broad
spectrum of industries and capacities," said Mr. Dunn.

FTI's European restructuring practice will also provide strategic,
financial and operational advisory services to lenders, companies,
equity investors and other stakeholders of companies that
anticipate a downturn or are experiencing unfavorable financial
performance. FTI also provides transitional management and
restructuring advice to companies that are experiencing declining
or deficient performance.

"Establishing FTI as a global company is an important strategic
move as we continue to seek growth opportunities and build on our
reputation as an undisputed leader in helping companies that face
complex challenges," continued Mr. Dunn.

"This is also a market expansion opportunity for FTI," said
Stewart J. Kahn, president and chief operating officer. "Although
the state of the restructuring market in Europe mirrors recent
trends in the U.S., considerable financial distress and
uncertainty continue in many European capital markets. In
addition, we are seeing increased opportunities arising from
conflicts of interest due to the requirements of the Sarbanes
Oxley Act for our U.S. clients with European operations," said Mr.
Kahn.

Under Mr. O'Connor, FTI's European practice will manage
engagements and mobilize the right resources to advise lenders and
other stakeholders of companies on effective techniques to
maximize the value of loans and investments in underperforming
companies throughout the European market.

                         Finbarr O'Connor

Finbarr O'Connor, senior managing director of FTI, has over 13
years experience and has advised a range of public companies,
leading financial institutions and other constituencies involved
in some of the largest financial restructurings in the United
States. As a restructuring adviser, he has devised and implemented
corporate-improvement strategies, negotiated many
recapitalizations and reorganization plans and undertaken numerous
corporate valuations. Throughout his career, Mr. O'Connor has been
engaged in a number of international restructuring matters and has
practiced in both the United Kingdom and Ireland.

                          Mike Policano

Michael Policano, senior managing director of FTI, has over 25
years experience and specializes in providing financial
restructuring advisory services and investigative services to the
workout and bankruptcy community, including creditors, debtors,
equity holders and third-party purchasers. Mike is a founding
director of the Association of Insolvency and Restructuring
Advisor, and a frequent lecturer on restructuring related topics
at top universities and trade groups.

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

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


* Stern And Company Launched to Serve Las Vegas Companies
---------------------------------------------------------
Steven D. Stern, a nationally recognized expert in corporate,
crisis and financial communications, announced the formation of
Stern And Company. The new firm provides Las Vegas companies with
a local resource that provides the full capabilities of a first-
tier national public and investor relations firm.

Mr. Stern said, "After extensive conversations with CEOs and CFOs
of some of our city's leading companies, it became clear to me
that Las Vegas had an unfilled need for a top-rank corporate
communications company.

"Our city, as well as being a global leisure and entertainment
destination, has emerged as a major center of corporate growth.
The companies headquartered here, both public and private, need
strategic corporate communications support that is immediately
available, not a plane trip or a time zone away."

Stern And Company is unique in serving clients exclusively with a
staff of senior-level public and investor relations professionals,
all of whom have long-tenured experience in the corporate, media
and marketing arenas.

The firm's practice areas cover the full range of communications
disciplines: corporate and financial relations, public relations,
strategic and product marketing, crisis communications,
transaction communications, restructurings, bankruptcies and
litigation support.

One area in which experience is especially critical is crisis
communications, Mr. Stern noted. "There are few firms anywhere in
the country, much less in Las Vegas, with our experience. We have
successfully managed crises related to bankruptcy, financial
reversals, mergers, hostile takeovers, product tampering and white
collar crime."

"One of the major advantages of being located in Nevada," said Mr.
Stern, "is that we benefit from the cost advantages that make this
region so attractive. As a result, we are able to provide service
equal to that of national communications firms at rates that our
clients find remarkably affordable."

Mr. Stern has an extensive background in business communications.
He began his career as a journalist in New York and Washington,
covering the securities industry and activities of the Securities
and Exchange Commission, White House, Congress and the Federal
Reserve for Dow Jones and Company, Inc. (publisher of The Wall
Street Journal and the Dow Jones News Service), Reuters Economic
Service, The Daily Bond Buyer, American Banker, U.S. Oil Week,
Securities Week and The Washington Star.

He later was appointed Director of Public Relations for
Gulf+Western Industries, Inc.; Director of Public Relations for
Occidental Petroleum; and Director of Corporate Communications for
Wickes Companies, Inc.

He also served as a speech writer for three U.S. Senators and the
Chairman of the Federal Home Loan Bank Board, and consulted to the
U.S. Chamber of Commerce and IBM.

In addition to its expertise in corporate, crisis and financial
communications, Mr. Stern said, the firm also offers marketing
communications support at both the corporate and product levels.
"Today's tight-fisted consumer presents a challenge to marketers.
Our experience through previous business cycles enables us to
effectively advise our clients to deal with dwindling brand
loyalty and skepticism about advertising, and to find or create
new opportunities for marketplace success."


* BOOK REVIEW: Dynamics of Institutional Change:
               The Hospital in Transition
------------------------------------------------
Authors:    Milton Greenblatt, Myron Sharaf, and Evelyn M. Stone
Publisher:  Beard Books
Softcover:  288 pages
List Price: $34.95
Review by Henry Berry

Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981815/internetbankrupt

Like many other private-sector and public institutions in modern
society, hospitals are regularly undergoing change. The three
authors of this volume have been leaders in change at Boston State
Hospital, a large public mental hospital, that serves as the test
case for the experienced advice and hard-earned lessons found in
this work.

With their academic and professional backgrounds, the three
authors combined offer an incomparable fund of knowledge and
experience for the reader. In keeping with their positions, they
focus on the position and the role of the leaders of institutional
change. They do not recommend any particular choices, direction,
or outcome. They do not presume to know what is the best for all
institutions, or to understand the culture, realities, goals, or
values of all institutions. They do not even presume to know what
is best or desirable for hospitals, the institution with which
they are most familiar. Instead, the authors direct their
attention to "the problems hampering change and the gains and
losses of one or another strategy of change." In relation to this,
they are "more concerned with the study of process than with
outcome." By not recommending specific policies or arguing for
specific values or goals, the authors make their book relevant to
all institutions involved in change, but particularly public-
health institutions.

All of the subjects are dealt with from the perspective of top
executives and administrators. Among the subjects taken up are not
only the staff and structure of the institution, specifically the
medical institution, but also consultants, volunteers, local
communities, and state and federal government agencies. The detail
given to each subject goes beyond the administrator's relationship
to it to discussion concerning the relationship of lower-level
employees with the subject. This relationship of lower-level
employees has everything to do with how change occurs within the
institution, and often whether it occurs. The authors go into such
detail because they understand that the performance and goals of
top administrators are affected by everything that goes on within
their institution, and often by much that goes on outside of it.

For example, the authors begin the subject of volunteers by
defining three types of volunteers: volunteers from organizations,
student or independent volunteers, and government-appointed or
statutory volunteers. Volunteers of whatever type can cause
anxiety, resistance, and even resentment among regular staff of an
institution. Volunteers are not simply "free help," but require
administration, training, and oversight - which can distract
regular employees from work they consider more important and
interesting, and use up departments' resources. The transitional
nature of volunteers, their ignorance of institutional and
occupational concerns of the regular staff, and their lack of
professionalism can cause disruptions and personnel problems in
parts of an institution. The authors advise the top
administrators, "The intrusive evangelism of student volunteers
can be threatening not only to professional supervisors, but to
the entire hospital staff as well, from the attendant to the top
administrator." While recognizing the problems which may be caused
by volunteers, especially younger ones, the authors point out the
worth of volunteers to the hospital despite the potential problems
they bring. Overall, the different types of volunteers "improve
the physical and social environment" of the workplace, "make
direct and beneficial contacts with chronic patients," and often
"establish true innovations." After discussing the pros and cons
of volunteers and providing detailed guidance on how to manage
volunteers so as to minimize potential problems, the authors
advise the administrator and his or her staff how to regard
volunteers. "Both staff and administrator must constantly keep in
mind that volunteers are not personally helping them [word in
italics in original], but are helping the patients or the
community." Along with the technical management and administrative
guidance, such counsel is clearly relevant and important in
keeping perspective on the matter of volunteers.

The treatment of volunteers in a medical institution exemplifies
the comprehensive, empathetic, and experienced treatment of all
the subjects. Personnel - whether professional, clerical, service,
or volunteer - is obviously a major concern of any institution and
change in it. The structure of an institution is another crucial
concern. This is addressed under the heading "decentralization
through unitization." In the context of a large public medical
facility, decentralization "involves breaking up the institution
into semiautonomous units...; each of which is like a small
community health center in that it is responsible for serving a
specific part of the community." As with the subject of
volunteers, the authors treat this subject of the structure of the
institution by examining its various sides, discussing related
personnel and administrative matters, relating instructive
anecdotes from their own experience, and in the end, offering
relevant and practical advice and actions whose sense is apparent
to the reader by this point.

Recognizing that the authors have faced many of the same
situations, decisions, pressures, challenges, and aims as they
have, top hospital and public-health administrators will no doubt
adopt many of the authors' recommendations for managing the
process of change. The content of the book as well as its style
(which is obviously meant to be helpful, sympathetic, and
realistic) offers the reader not only resolutions, but also
encouragement. The top hospital administrators and their staffs,
who are the main audience for "Dynamics of Institutional Change,"
will not find a better study and handbook to help them through the
changes their institutions are being called upon to undergo to
deal with the health concerns and problems of today's society.

                          *********

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 ***