TCR_Public/031006.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 6, 2003, Vol. 7, No. 197   

                          Headlines

A NOVO: Wants Plan-Filing Exclusivity Extended Until October 30
ACTRADE FINANCIAL: Files Joint Plan and Disclosure Statement
AHOLD NV: Full-Year 2002 Net Loss Reaches EUR1.2 Billion Mark
AIR CANADA: Canadian Transport Agency Hires Deloitte as Advisor
AIRPLANES TRUST: S&P Cuts Ratings on 3 Junk-Rated Note Classes

AIRTRAN HOLDINGS: Will Webcast Q3 Conference Call on October 22
AMERCO: Equity Committee Hires Providence Capital as Advisors
AMERICA WEST: September Revenue Passenger Miles Slide-Up 5.7%
AMERICAN AIRLINES: Overall September 2003 Traffic Tumble 1.7%
AMERICAN GREETINGS: Names Catherine M. Kilbane as SVP & Secretary

AMN HEALTHCARE: Inks Amendment to BofA-Led Credit Facility
ANC RENTAL: Pushing for Approval of MBIA Settlement Agreement
ARVINMERITOR: Extends Tender Offer for Dana Until Oct. 30, 2003
AVAYA INC: Completes Acquisition of Certain VISTA Assets
BAVARIA SA: S&P Assigns BB Foreign Currency Corp. Credit Rating

BAVARIA S.A.: Fitch Rates Planned US$400MM Senior Notes at BB
B/E AEROSPACE: Agrees to Sell Senior Notes & Amends Credit Pact
BRITEX GROUP: Nova Scotia Business Inc. Appoints Receiver
BUCKEYE TECHNOLOGIES: Sets Q1 Conference Call for October 21
CABLE DESIGN: Sinks into Red Ink in Fiscal 2003 Fourth Quarter

CALL-NET ENTERPRISES: Completes 1.5-Mil. Class B Shares Offering
CELLSTAR CORP: Promotes Robert Kaiser to President and COO
CENTERPULSE: BB Ratings Withdrawn Following Zimmer Takeover
CHANNEL MASTER: Case Summary & List of Largest Unsec. Creditors
CONCERT INDUSTRIES: Court Extends CCAA Order Until December 5

CONNECTICARE INC: BB Ratings Placed on CreditWatch Negative
CONSOL ENERGY: RWE Agrees to Sell 27.3 Million CONSOL Shares
CONSOLIDATED FREIGHTWAYS: Auctioning-Off Montana Facilities Wed.
CONSOLIDATED FREIGHTWAYS: Manfield Facility Up on Auction Block
CORRECTIONS CORP: Inks New Contract with U.S. ICE Agency

COVANTA ENERGY: Court Fixes Uniform Geothermal Bidding Protocol
DANA CORP: Issues Comments on Extended ArvinMeritor Tender Offer
DIRECTV LATIN: Wants Nod to Release Confidential Information
ECHOSTAR COMMS: DBS Unit Completes $2.5-Bill. Sr. Note Offering
ELIZABETH ARDEN: Equity Sale Proceeds will Retire 11-3/4% Bonds

ENVOY COMMS: Gets Additional Time Extension to Meet Nasdaq Rules
FURR'S RESTAURANT: Completes Asset Sale to Buffet Partners L.P.
FURR'S RESTAURANT: Buffet Acquisition Positions Chain for Growth
GEORGIA-PACIFIC: Will Publish Third-Quarter Results on Oct. 16
HAYES LEMMERZ: Fred Bentley Named European Wheel Group President

HEALTHSOUTH: Makes Semi-Annual Interest Payments to Bondholders
HOVNANIAN: Fitch Assigns Initial BB+ Sr. Unsecured Debt Rating
IMC HOME: S&P Hatchets Rating on Class B Certificates to BB
IMPATH INC: Has Until December 15 to Complete and File Schedules
INTERSTATE BAKERIES: Will Close Grand Rapids, Michigan Facility

INTRAWEST CORPORATION: US$350 Mill. Unsecured Notes Rated at B+
ITEX CORP: Completes Sale of Sacramento Trade Office for $800K
KB HOME: Declares Quarterly Cash Dividend Payable on November 26
KELLSTROM: Delaware Court Confirms Joint Reorganization Plan
KINGSWAY FINANCIAL: Completes Trust Preferreds Private Placement

KINGSWAY FINANCIAL: Makes Executive Appointments in Two Units
LAIDLAW INC: LTI Unit Asks Court to Disallow $8-Mill. IRS Claim
LTV: US Trustee Balks at Certain Disclosure Statement Provisions
LYONDELL CHEMICAL: Board Declares Regular Quarterly Dividend
MAGELLAN HEALTH: Wants Clearance for Justice Dept. Settlement

MESA AIR GROUP: September 2003 Traffic Climbs-Up by 55.7%
METALS USA: Charles Sanida Discloses Common Stock Ownership
MIRANT CORP: Bringing-In Alston & Bird LLP as Special Counsel
MISSISSIPPI CHEMICAL: Court OKs $32.5-Mill. DIP Credit Facility
MONITRONICS INT'L: June 30 Net Capital Deficit Widens to $40MM

MORGAN STANLEY: S&P Keeps Watch on 4 Low-B & Junk Note Ratings
NEENAH FOUNDRY: S&P Rates Corporate Debt & Sr. Notes at B/CCC+  
NEW WORLD RESTAURANT: Completes Equity Restructuring Transaction
NRG ENERGY: Court Okays Bingham McCutchen as Committee's Counsel
O'SULLIVAN INDUSTRIES: Closes $140MM Senior Secured Debt Package

OWENS CORNING: Wants Nod for Amendments to Plan Voting Protocol
OXFORD INDUSTRIES: Q1 Fiscal 2004 Results Reflect Strong Growth
PARTNERS MORTGAGE: First Creditors' Meeting Set for October 29
PG&E NATIONAL: Court Allows Committee Members to Trade Securities
PILLOWTEX CORP: GGST LLC Pitches Best Bid for Assets at Auction

PILLOWTEX: Court Approves Morris Nichols Engagement as Counsel
POLAROID CORP: Seeks Nod Allowing Committee to Commence Actions
PROXIM CORP: Amends Securities Purchase Pact with Two Investors
PW EAGLE: Takes Strategic Initiatives to Enhance Balance Sheet
QUEBECOR MEDIA: Videotron Settles Terms of Senior Notes Offering

RANGE RESOURCES: Reduces Debt by $88 Million to $380 Million
REDBACK NETWORKS: Launches Exchange Offer for 5% Conv. Sub Notes
REDDY ICE: $45MM Supplemental Term Loan Facility Rated at B+
RELIANT RESOURCES: Settles Western Market Issues with FERC
SAFETY-KLEEN CORP: Wants to Implement Records Management Policy

SANMINA-SCI: Set Fourth-Quarter Conference Call for October 23
SEMCO ENERGY: Moody's Revises Low-B Ratings Outlook to Negative
SHAW GROUP: Names Tim Barfield President/Chief Operating Officer
SIEBEL SYSTEMS: Reports Prelim. Results for September Quarter
SPHERION CORP: S&P Affirms B+ Rating with Negative Outlook

SOUTHERN UNION: $200MM Preferred Stock Earns S&P's BB+ Rating
STARWOOD HOTELS: Will Publish Third-Quarter Results on Oct. 30
TCW LINC: Fitch Slashes Two Note Ratings to Junk and D Levels
TECO ENERGY: Completes Sale of Hardee Power Station for $100MM
THERMACELL TECH.: Completes Merger Deal with Absolute Industries

TOM'S FOODS: Low-B Ratings Lowered on Weak Operating Performance
TRANSAX INTERNATIONAL: Pulls Plug on Labonte & Co. Engagement
TRENWICK GROUP: Completes Sale of Trenwick International Limited
TSI TELSYS: Third Quarter FY2003 Orders Increase by US$1.2 Mil.
UNITED AIRLINES: Plan-Filing Exclusivity Intact Until March 8

UNIVERSAL HOSPITAL: S&P Assigns Low-B Ratings to Senior Notes
US AIRWAYS: Stipulation Resolves $2MM Wilmington Trust Claim
VICWEST CORP: Appoints D. Anthony Molluso as President and CEO
WEIRTON STEEL: UST Gets Nod for Bank Account Info. Production
WESTMERIA HEALTH: Liquidity Issues Raise Going Concern Doubt

WHEREHOUSE: Wants to Stretch Lease Decision Time to December 31
WILLIAMS CONTROLS: Teleflex Buys Passenger & Light Truck Assets
W.R. GRACE: Seeks Clearance for KWELMB Confidential Settlement

* EPIQ Systems Expands Chapter 7 Product and Service Offerings

* BOND PRICING: For the week of October 6 - 10, 2003

                          *********

A NOVO: Wants Plan-Filing Exclusivity Extended Until October 30
---------------------------------------------------------------
A Novo Broadband, Inc., wants to further stretch the periods
within which it has the exclusive right to file a plan and solicit
acceptances of that plan from its creditors.  The Debtor asks the
U.S. Bankruptcy Court for the District of Delaware to extend its
exclusive plan filing period through October 30, 2003 and asks
that its solicitation period run through December 28, 2003.

The Debtor argues that the progress it has attained in this case
warrants further extension of it exclusive periods.  To date, the
Debtor has:

     i) obtained the consensual use of the Lender's cash
        collateral to fund ongoing operations;

    ii) reduced operating costs;

   iii) maintained its customer base;

    iv) maintained employee morale; and

     v) evaluated and rejected certain agreements, and, most
        importantly, consummated the sale of substantially all
        of its assets to Teleplan Holding USA, Inc.

A Novo Broadband, Inc., a business engaged primarily in the repair
and servicing of broadband equipment for equipment manufacturers
and operators of cable and other broadband systems in North
America, filed for chapter 11 petition on December 18, 2002
(Bankr. Del. Case No. 02-13708).  Brendan Linehan Shannon, Esq.,
M. Blake Cleary, Esq., at Young, Conaway, Stargatt & Taylor
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$12,356,533 in total assets and $10,577,977 in total debts.


ACTRADE FINANCIAL: Files Joint Plan and Disclosure Statement
------------------------------------------------------------
As previously disclosed by Actrade Financial Technologies Ltd. on
September 3, 2003, the Company received a letter from persons
purportedly holding more than twenty percent (20%) of the
Company's outstanding capital stock, requesting a special meeting
of the shareholders of the Company and requesting that the
Secretary of the Company fix and notice the date for such a
meeting. The By-laws of the Company provide that such a meeting
may be called in the event at least one-fifth of the votes which
all stockholders are entitled to cast at the particular meeting
make such a request.

One of the signatories to the Letter has now withdrawn its request
for a shareholder meeting, thereby reducing the percentage of
shareholders requesting a meeting to below the one-fifth threshold
set forth in the Company's By-laws. Accordingly, the Company will
take no further action in respect of the request contained in the
Letter.

Separately, on September 25, 2003 the Company and one of its
direct U.S. subsidiaries, Actrade Capital Inc., filed a joint
Chapter 11 plan and related disclosure statement which in general
provides for a distribution of the Company's and Capital's assets
to creditors and shareholders. No assurance can be given that the
Chapter 11 plan will be accepted by the creditors or equity
holders of the Company and Capital or approved by the bankruptcy
court.


AHOLD NV: Full-Year 2002 Net Loss Reaches EUR1.2 Billion Mark
-------------------------------------------------------------
Ahold NV (NYSE:AHO) (Other OTC:AHODF) reports audited consolidated
2002 results, with these highlights:

-- Net loss for 2002 of Euro 1,208 million

-- Operating income for 2002 of Euro 2,145 million before
   impairment and amortization of goodwill and exceptional loss
   related to Argentina

-- Net loss after preferred dividends per common share for 2002 of
   Euro 1.34

-- Net cash from operating activities for 2002 of Euro 2,486
   million

-- Net loss under US GAAP expected to be significantly higher,
   primarily as a result of additional goodwill impairment of
   approximately Euro 3.2 billion (unaudited), of which
   approximately Euro 2.7 billion relates to U.S. Foodservice

-- Net sales for 2002 of Euro 62,683 million

-- Joint ventures deconsolidated and accounted for using equity
   accounting method

-- Comparable financial information restated for 2001 and 2000

-- Remedial actions taken in 2003: internal controls and corporate
   governance strengthened

Ahold published its audited consolidated 2002 financial
statements. Commenting on the announcement, Ahold President & CEO
Anders Moberg said: "The publication of these results is a major
milestone that draws a line under recent events and enables us to
move forward."

Ahold also announced that the audited 2002 financial statements
were delivered to its syndicate of banks as required under its
Euro 2.65 billion credit facility negotiated in March 2003. As a
result, Ahold has access to the unsecured tranche of USD 915
million. "Based on our current cashflow projections, we believe
that we will not need access to the unsecured tranche," Hannu
Ryopponen, Chief Financial Officer said.

The findings of forensic and other internal investigations
initiated by the company in 2003 required Ahold to restate its
consolidated financial statements for 2001 and 2000. These
restatements of prior years arose primarily from overstatements of
vendor allowance income at U.S. Foodservice and the
deconsolidation of joint ventures.

The 2002 financial statements reflect all material correcting
adjustments that have been identified as a follow-up to the
various investigations and the audit by independent auditors
Deloitte & Touche. Net income for 2001 and 2000 has been restated
resulting in a reduction in the amount of Euro 363 million and
Euro 196 million, respectively, of which 59% and 53%,
respectively, related to improper accounting for vendor
allowances. Correcting adjustments have also been made in the 2002
financial statements. A summary of accounting issues under Dutch
GAAP is outlined later on in this release.

Net sales were reduced by Euro 12,380 million and Euro 10,709
million for 2001 and 2000, respectively, mainly as a result of the
deconsolidation of joint ventures and some other smaller
adjustments.

Commenting on the 2002 results, Mr Moberg said: "The underlying
performance of our operating companies in the aggregate was good
in a year of increased competition and a weak economy. We have
some very solid operations and strong brands. However, in many
ways, it's been a lost year, difficult and negative. With 2002 now
behind us, it's time to move forward and rebuild value for our
customers and our shareholders," he stated.

Copies of the 2002 consolidated financial statements are available
on the company's Web site at http://www.ahold.com These financial  
statements do not completely fulfill the statutory filing
requirements pursuant to The Netherlands Civil Code because an
annual directors' report and parent company financial statements
are not included. In that respect they precede a complete
statutory annual report for Dutch law and an annual report on Form
20-F to be filed with the United States Securities and Exchange
Commission in order to satisfy the current information needs of
our stakeholders.

                 Highlights of the 2002 Results

The results for 2001 and 2000 have been restated to reflect the
correction of accounting irregularities and errors announced on
February 24, 2003 and those found through the subsequent forensic
investigations and external and internal audits.

The increase in net sales in 2002 was largely attributable to
acquisitions, primarily those of Alliant, acquired in November
2001, and Bruno's, acquired in December 2001. In addition, the
results of Ahold's subsidiaries Disco and Santa Isabel in South
America were consolidated in the course of 2002. The increase in
net sales excluding currency impact was 20.8%.

Operating income in 2002 amounted to Euro 239 million, a decrease
of 87.5% compared to 2001. The decrease was primarily caused by
Euro 1,287 million of impairment of goodwill and intangible
assets, including Euro 898 million related to Ahold's operations
in Spain, Euro 199 million related to the Argentine and Chilean
operations, Euro 129 million related to Bruno's in the U.S. and
Euro 54 million related to the Brazilian operations. The decrease
was also caused by a Euro 372 million exceptional loss on related
party default guarantee recorded in 2002 with respect to debt
defaults by Velox Retail Holding, Ahold's joint venture partner in
Disco Ahold International Holdings N.V. Operating income in 2002
also was adversely affected by a lower U.S. Dollar/Euro exchange
rate.

Operating income before impairment and amortization of goodwill
and exceptional loss in 2002 amounted to Euro 2,145 million, an
increase of 4.0% compared to 2001. See table below and the
supplemental disclosures to the statements of operations for a
reconciliation of this non-GAAP measure.

The net loss incurred in 2002 was primarily caused by impairment
of goodwill and other intangible assets of in total Euro 1,287
million, goodwill and intangible asset amortization of Euro 433
million and an exceptional loss on related party default guarantee
of Euro 372 million.

Net sales increased in 2002 compared to 2001 both organically and
as a result of the acquisition of Bruno's that took effect in
December 2001. Comparable and identical U.S. retail sales growth
totaled 1.6% and 0.9%, respectively (2001: 3.1% and 2.6%).

Operating income before impairment and amortization of goodwill
increased in 2002 compared to 2001 as a result of strong operating
performance at Stop & Shop, Giant-Landover and Giant-Carlisle.

The increase in net sales in 2002 compared to 2001 was due to the
acquisition of Alliant in November 2001.

Operating income before impairment and amortization of goodwill in
2002 included a USD 28 million gain relating to excess reserve
reversals, and in 2001 included a USD 94 million loss relating to
restructuring charges at Alliant.

Operating income before impairment and amortization of goodwill as
a percentage of net sales for 2002 was 1.7% and, as restated, 0.9%
in 2001, a significant decline from the originally reported number
for U.S. Foodservice for 2001, reflecting the substantial
accounting adjustments related to U.S. Foodservice.

Identical sales growth at Albert Heijn was 4.5%. Within Other
Europe, Schuitema's net sales increased by 4.5%. In Central Europe
and Spain, the net sales increase was mainly attributed to store
expansion.

In line with the sales growth, Albert Heijn improved its operating
income before impairment and amortization of goodwill in 2002 by
6.9%. In Other Europe, the operating income before impairment and
amortization of goodwill dropped from Euro 110 million to Euro 32
million, mainly due to the impairment of fixed assets in Other
Europe and less favorable business performance in Spain due to
integration challenges and start-up costs for newly-opened stores.

Net sales at Europe Foodservice declined slightly and operating
income before impairment and amortization of goodwill declined as
a result of increased pension costs.

Net sales in 2002 versus 2001 increased mainly due to the
consolidation of Disco and Santa Isabel in the course of 2002. In
Brazil, sales in local currency were higher mainly due to the
acquisition of G. Barbosa in January 2002.

The operating loss before impairment and amortization of goodwill
and exceptional loss in 2002 was primarily caused by the
consolidation of Disco and Santa Isabel. Difficult trading
circumstances impacted operating income before impairment and
amortization of goodwill in Brazil in 2002, which was below 2001
levels in local currency.

Impairment and amortization of goodwill and intangible assets
Mainly as a result of the deteriorating economic conditions in
Spain, Argentina and the Southeastern United States, goodwill
impairment charges of in total Euro 1,281 million were recorded in
2002 (2001: Euro 0 million). Impairment charges relating to
intangible assets amounted to Euro 6 million.

Goodwill amortization in 2002 amounted to Euro 253 million (2001:
Euro 152 million). The increase is largely caused by the
acquisition of Bruno's and Alliant. Amortization of other
intangible assets amounted to Euro 180 million (2001: Euro 104
million).

     Exceptional Loss on Related Party Default Guarantee

An exceptional loss was incurred of Euro 372 million in 2002
relating to the fact that the purchase price of the additional
shares in Disco Ahold International Holdings in July 2002 exceeded
the fair value of the shares acquired by Euro 363 million and a
loan to Velox of Euro 5 million had to be written off.

Interest expense in 2002 increased to Euro 1,003 million (2001:
Euro 921 million), primarily caused by the new debt assumed or
incurred in connection with acquisitions and an increase in cash
dividends paid. This was partly offset by a favorable currency
impact, especially of the U.S. Dollar.

           Share in Income (Loss) of Joint Ventures
                    and Equity Investees

The share in income (loss) of joint ventures and equity investees
in 2002 amounted to a net loss of Euro 38 million compared to a
net loss of Euro 192 million in 2001.

                     Cash Flow Statement

Net cash from operating activities in 2002 amounted to Euro 2,486
million (2001: Euro 1,961 million). Changes in working capital
improved compared to the prior year, resulting in a cash inflow of
Euro 107 million compared to a cash outflow of Euro 166 million in
fiscal 2001.

Investments in tangible fixed and intangible assets in 2002
amounted to Euro 2,160 million (2001: Euro 2,459 million).
Divestments of tangible fixed and intangible assets amounted to
Euro 590 million (2001: Euro 1,134 million), in both years mainly
related to sale and leaseback transactions in the U.S. and Europe.
The cash outflow related to acquisitions of consolidated
subsidiaries of Euro 977 million was primarily for the purchase of
the remaining shares in Disco Ahold International Holdings.

                     Shareholders' Equity

Shareholders' equity, expressed as a percentage of the balance
sheet total, was 10.5% (at year-end 2001: 19.2%). Shareholders'
equity at December 29, 2002, was Euro 2,609 million.

Long-term financial lease commitments amounted to Euro 2,224
million.

                    US GAAP Reconciliation

The Annual Report on Form 20-F that will be filed with the U.S.
Securities and Exchange Commission will contain a US GAAP
reconciliation of net income and shareholders' equity which is in
the process of being audited. The current unavailability of US
GAAP figures has no impact on Ahold's credit agreement which
required that it delivers audited consolidated financial
statements under Dutch GAAP.

Under US GAAP, the net loss for 2002 will be significantly higher.
In particular, goodwill impairment charges related to the adoption
of Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets ("SFAS 142") on December 31, 2001,
will contribute to a higher net loss under US GAAP. This primarily
will be caused by an additional goodwill impairment charge of
approximately Euro 3.2 billion (unaudited), of which Euro 2.7
billion relates to U.S. Foodservice.

                          Next Steps

On September 4, 2003, President & CEO Anders Moberg announced the
most important principles of Ahold's strategy going forward. Ahold
is now focusing on two key strategic operating priorities: its
leading food retail formats in the United States and Europe, and
restoring the value of U.S. Foodservice. More details on the new
Ahold strategy, together with the company's view on its future
financing, are expected to be announced mid-October.

                           *    *    *

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

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


AIR CANADA: Canadian Transport Agency Hires Deloitte as Advisor
---------------------------------------------------------------
David Collenette, Canadian Transportation Agency Minister,
confirmed on September 25, 2003 that his department has hired
Deloitte and Touche as financial advisor for the federal
government in Air Canada's restructuring process.  Deloitte will
study the viability of the proposed business plan Air Canada
provided to potential equity investors.  The government also
wants Deloitte to deconstruct Air Canada's proposed ownership
structure when it files a plan of arrangement.  The government
wants to ensure that the ownership of Air Canada will be in
accordance with foreign ownership regulations.

Foreign investors cannot own more than 25% of voting shares in a
Canadian Airline pursuant to Canada law.  The "effective control"
must also be in Canadian hands.  Canada's bilateral aviation
agreements specify that airlines using Canada's international
route rights must be owned and effectively controlled by
Canadians. (Air Canada Bankruptcy News, Issue No. 13; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


AIRPLANES TRUST: S&P Cuts Ratings on 3 Junk-Rated Note Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Airplanes Pass-Through Trust's subclass A-9 and classes B, C, and
D certificates. The ratings on the subordinate class B, C, and D
certificates remain on CreditWatch.

At the same time, Standard & Poor's affirmed its ratings on the
subclass A-6 and A-8 certificates.
     
The downgrade of subclass A-9 follows an analysis of the
transaction following an amendment to the structure agreed to by
certificateholders in recent weeks. It has become clear that there
is increased likelihood that more aircraft in the portfolio will
be liquidated before they have reached the ends of their
previously assumed useful lives.
     
The analysis indicates a low probability of ultimate repayment of
principal on subclass A-9 under Standard & Poor's assumed 'A'
stress scenario. It has also shown that subclasses A-6 and A-8 are
robust, at AA-/Negative and A/Negative, respectively.
     
A deferral of interest on the class B, C, and D certificates is
anticipated in the next two to three months. The class B notes
were originally placed on CreditWatch July 9, 2002, and the class
C and D notes Sept. 27, 2001.
     
The ratings actions are based on in-depth analysis of:

     -- The asset quality of the aircraft types and the
        creditworthiness of the airlines currently involved in
        this portfolio;

     -- A cash flow analysis under various stress scenarios to
        reflect the current market environment; and

     -- The impact of selling higher numbers of aircraft earlier
        in the transaction than originally assumed.
     
The subclass A-6, A-8, and A-9 certificates receive interest
payments at the same level, in no order of priority. A failure to
pay interest on any of the certificates in class A will thereby
result in a default of all A subclasses. Nevertheless, because of
the large liquidity available to class A, no problems of this
nature are expected. The principal payments to class A are all
currently directed toward subclass A-6, and as such, it will have
a materially shorter expected life than the A-8 and A-9
subclasses. When the A-6 certificateholders are fully repaid, the
A-8 certificateholders will receive principal payments, and once
the A-8 certificateholders are fully repaid, the A-9
certificateholders may begin to receive principal.
     
Standard & Poor's will continue to monitor the transaction
accordingly.
    
                         RATINGS LOWERED

                   Airplanes Pass-Through Trust
     $2.3 billion floating-rate pass-through certificates*

               Class            Rating
                       To               From

               A-9     BBB-/Negative    A/Negative
   
                        RATINGS AFFIRMED

                    Airplanes Pass-Through Trust

               Class          Rating
               A-6            AA-/Negative
               A-8            A/Negative
   
        RATINGS LOWERED AND REMAINING ON CREDITWATCH NEGATIVE

                    Airplanes Pass-Through Trust
              $1.112 billion floating- and fixed-rate
                    pass-through certificates*

               Class           Rating
                       To               From
               B       CC/Watch Neg     CCC/Watch Neg
               C       CC/Watch Neg     CCC/Watch Neg
               D       CC/Watch Neg     CCC/Watch Neg
     
     * Initial outstanding amount of remaining classes.


AIRTRAN HOLDINGS: Will Webcast Q3 Conference Call on October 22
---------------------------------------------------------------
AirTran Holdings, Inc., (NYSE:AAI) will provide an online, real-
time webcast of its third-quarter earnings conference call on
Wednesday, October 22, 2003, at 10:00 a.m. (EST). Beginning
approximately two hours after the initial conference call is
completed, a replay of the webcast will be available.

To access the webcast, go to the "Investor Relations" area of
AirTran Airways' Web site -- http://www.airtran.com-- accessible  
from the homepage. Once there, click on either the "Overview" or
"Calendar" buttons, and follow the prompts for the webcast. The
broadcast will also be available at http://www.streetevents.com  

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


AMERCO: Equity Committee Hires Providence Capital as Advisors
-------------------------------------------------------------
The Official Committee of Equity Security Holders of the AMERCO
Debtors seek the Court's authority, pursuant to Section 1103 of
the Bankruptcy Code and Rule 2014 of the Federal Rules of
Bankruptcy Procedure, to retain Providence Capital, Inc. as its
financial advisors, nunc pro tunc to August 25, 2003.

Eric Miller, Chairperson of the Equity Committee, relates that
the Equity Committee needs the services of a financial advisor to
enable it to evaluate the complex financial and economic issues
raised by the Debtors' reorganization proceedings and to
effectively fulfill its statutory duties.  Providence and its
employees have the expertise in providing financial services to
debtors and creditors in restructuring and distressed situations.  
Thus, the Equity Committee selected Providence as its financial
advisor.

Herbert Denton, President of Providence Capital, Inc., tells
Judge Zive that his firm provides a broad range of corporate
advisory services to its clients including, without limitation,
services pertaining to:

   (i) general financial advice;
  (ii) mergers, acquisitions advice;
(iii) advice to committees of board of directors;
  (iv) corporate governance advice; and
   (v) director search advice.

In addition, Providence's employees have sat on numerous board
committees and have maximized shareholder value at COMSAT
Corporation, the Union Corporation, Banyan Strategic Realty Trust
and Capsure Holdings, Inc.  Providence and its employees have
significant experience in reorganization and restructuring of
troubled companies, both out of court and Chapter 11 proceedings,
including the cases of Baldwin United Corporation and Penn
Central Corporation.

In its capacity as the Equity Committee's financial advisor,
Providence is ready to:

   (a) advise the Equity Committee in developing a general
       strategy for accomplishing the Debtors' reorganization in
       connection with these Chapter 11 cases;

   (b) advise the Equity Committee concerning and investigate
       available options for restructuring in the current market
       that are beneficial to the Public Equity Holders;

   (c) assist and advise the Equity Committee in evaluating and
       analyzing the impact of any proposals or Chapter 11 plan
       on the existing Public Equity Holders;

   (d) advise the Equity Committee on the hiring of additional
       professionals to ensure adequate representation of the
       Equity Committee in these Chapter 11 cases;

   (e) assist the Equity Committee and its professionals in
       communications with other constituencies and serve as a
       liaison with other financial advisors appointed on behalf
       of these constituencies; and

   (f) render other financial advisory services as may from time
       to time be agreed on by the Equity Committee and
       Providence.

According to Mr. Denton, the principals and professionals of
Providence do not have any connection with the Debtors, their
creditors or any other party-in-interest, except that from time
to time, Providence provided investment banking, financial
advisory, brokerage and consulting services to certain creditors
and other parties-in-interest in matters unrelated to these
cases.  Providence promises the Equity Committee that it will not
provide services to the Debtors, their creditors or other
parties-in-interest in connection with any matters relating to
these cases.  Thus, Providence is a "disinterested person" under
Section 101(14) of the Bankruptcy Code.  

However, Mr. Denton notes, since Providence has a diverse
practice and client base, it may provide service to clients in
matters unrelated to these cases who are or become creditors of
the Debtors or who may have interests adverse in these cases in
unrelated matters.

In return for its services, Providence will be paid:

   (a) a $100,000 monthly cash fee;

   (b) a five-year warrant to purchase 100,000 shares of
       Amerco's common stock at a strike price equal to the
       closing price per common share on the date of the final
       order either confirming a sale of substantially all of
       Amerco's assets or a plan confirmation, whichever occurs
       first; and

   (c) reasonable out-of-pocket expenses.

                            Objections

1. Debtors

The Debtors have serious concerns about the payment of a success
fee to Providence.  According to Bruce T. Beesley, Esq., at
Beesley, Peck & Matteoni, Ltd., in Reno, Nevada, the Debtors are
currently in the process of negotiating a plan of reorganization
in these cases, and have reached an agreement with certain of the
Debtors' key creditor constituencies regarding treatment of their
claims under the Plan.  

At present, Mr. Beesley says, it is contemplated that the Plan
will be a full payment plan, that none of the Debtors' creditors
will receive any equity interest in the Debtors on account of
their claims, and that equity will be unimpaired under the Plan.  
Moreover, both the Debtors and the Official Committee of
Unsecured Creditors appointed in these cases have each retained
their own financial advisors to assist in the formulation of the
Plan.  As a result, the Debtors believe that the retention of
Providence will add no value to the ultimate outcome of these
cases.  Accordingly, Mr. Beesley contends, no Success Fee should
be paid to Providence in these cases.

There's another problem, Mr. Beesley says.  Nobody can determine
the value of the Warrant granted to Providence.  An increase of
$10 per share above the strike price would provide Providence
with a $1,000,000 Success Fee, regardless of the amount of time
or effort Providence contributes to the Debtors' reorganization.

Accordingly, the Debtors ask the Court not to grant any pre-
approval of the Success Fee to be paid to Providence, and require
Providence to apply with the Court for payment of a reasonable
Success Fee in accordance with Section 330 of the Bankruptcy Code
upon the effectiveness of the Plan.  Furthermore, the Debtors ask
the Court to deny approval of any Success Fee that takes the form
of a Warrant.

The Debtors also object to the retention of Providence to the
extent that Providence seeks to be paid for its services other
than at hourly rates.  All other professionals retained in these
Chapter 11 cases, both attorneys and non-attorneys, have agreed
to receive payment for their services at hourly rates in
accordance with Section 330 of the Bankruptcy Code.  Indeed, Mr.
Beesley points out, the payment of the Monthly Fee to Providence
is inconsistent with retention under Section 330 of the
Bankruptcy Code, since the amount of the Monthly Fee will remain
constant regardless of the amount of time and effort expended by
Providence, and regardless of whether the efforts are duplicative
of those provided by other professionals retained in these cases.
Moreover, paying Providence the Monthly Fee may unnecessarily
reduce the amount of assets available to the estates to resolve
claims of creditors.

Mr. Beesley notes that Providence agreed to comply with all Court
orders and procedures governing the payment of professional fees.  
The Interim Compensation Order provides that all professionals
retained in these cases must submit a statement to the Debtors,
the Creditors' Committee, the postpetition lenders and the U.S.
Trustee at the end of each month detailing the services provided
and the amount of fees and expenses requested for the services.  
If no objection is filed, the Court would authorize the Debtors
to pay 80% of the fees and 100% of the expenses.

The Debtors believe that all professionals retained in these
cases should be compensated in the manner set forth in the
Interim Compensation Order.  Accordingly, the Debtors ask Judge
Zive that if he authorizes Providence's retention, the Retention
Order should provide that:

   (a) Providence will be entitled to receive compensation for
       services and reimbursement of expenses only as set forth
       in the Interim Compensation Order;

   (b) Providence will only receive 80% of its fees for any
       given period covered by a Monthly Statement; and

   (c) Providence will not receive any fees for services in
       advance, but only after the expiration of the 20-day
       objection period as set forth in the Interim Compensation
       Order.

While the Application states that Providence seeks to be retained
under Section 330 of the Bankruptcy Code, the terms of the
Providence Engagement Letter providing for the Monthly Fee and
Success Fee appear to contemplate pre-approval of the terms of
Providence's retention under Section 328(a) of the Bankruptcy
Code.  Accordingly, the Debtors ask the Court to retain
Providence under Section 330 of the Bankruptcy Code.  All
compensation to be paid to Providence in these cases must be
subject to Court approval to ensure that only reasonable,
necessary fees are paid.

2. Creditors' Committee

The Creditors' Committee acknowledges that the Equity Committee
is entitled to employ its choice of advisors, and does not in any
way challenge the skills or credentials of its selected financial
advisor, Providence Capital, Inc.  However, Paul S. Aronzon,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles,
California, points out that, in addition to the proposed monthly
compensation, which seems too high, the Equity Committee wants to
cause the Debtors to pay Providence a five-year warrant to
purchase 100,000 shares of Amerco's common stock.

Mr. Aronzon contends that the Warrant Package, at this juncture
of the Debtors' bankruptcy case, is both premature and
inappropriate.  Notwithstanding the Debtors' claims of solvency,
the Creditors' Committee is not certain that Amerco is, in fact,
solvent.  The Committee is in the process of examining this very
issue.  Moreover, irrespective of whether or not Amerco is
solvent, based on its cash flows, business plans and projections,
the Committee is certain that Amerco is significantly over-
leveraged and that it will have difficulty restructuring its
debt.

In light of the uncertainties that exist in respect of the
Amerco's reorganization, as well as its post-reorganization
capital structure, the issuance of the Warrant Package as
proposed is imprudent and could adversely effect the
reorganization.  Certainly, Mr. Aronzon argues, the structure of
Providence's success fee should not influence the capital
structure eventually proposed under any plan.  This component of
the proposed retention absolutely should not be allowed. (AMERCO
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


AMERICA WEST: September Revenue Passenger Miles Slide-Up 5.7%
-------------------------------------------------------------
America West Airlines (NYSE: AWA) reported traffic statistics for
September 2003. Revenue passenger miles for September 2003 were a
record 1.6 billion, an increase of 5.7 percent from September
2002.  Capacity for September 2003 was 2.3 billion available seat
miles.  The passenger load factor for September 2003 was a record
72.7 percent, up 5.1 points from September 2002.

America West reported record RPMs of 5.6 billion for the third
quarter 2003, a 5.2 percent increase from third quarter 2002. ASMs
for the third quarter 2003 were 7.1 billion.  The airline also
reported a record load factor for the third quarter 2003 of 79.8
percent, up 4.9 points over third quarter 2002.  America West also
reported record year-to-date RPMs of 16.0 billion, a record year-
to-date ASMs of 20.9 billion as well as a record load factor of
76.6 percent.

"We completed our third quarter by posting our sixth consecutive
month of record passenger loads, accompanied by an increase in our
yield," said Scott Kirby, executive vice president, sales and
marketing.  "We were particularly encouraged that our strong load
factor and yield performance carried over from the peak summer
season into the typically off-peak month of September, primarily
due to the continued growth in business traffic generated by our
business friendly fare structure.  We look forward to inaugurating
our new, non-stop, transcon service later this month, which will
bring America West's business-friendly fare structure to even more
customers."

Founded in 1983 and proudly celebrating its 20-year anniversary in
2003, America West Airlines is the nation's second largest low-
fare airline and the only carrier formed since deregulation to
achieve major airline status. Today, America West serves 90
destinations in the U.S., Canada and Mexico.

                         *    *    *

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

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


AMERICAN AIRLINES: Overall September 2003 Traffic Tumble 1.7%
-------------------------------------------------------------
American Airlines, the world's largest carrier, reported a load
factor of 66.7 percent for September, an increase of 2.8 points
compared to the same period last year.  The average load factor in
domestic markets increased 3.8 points year over year to 65.6
percent.  International markets operated with a load factor of
69.3 percent -- equal to last year.

For the month, overall capacity declined 5.9 percent year over
year, yet traffic fell by a much smaller 1.7 percent.  Domestic
traffic was down 2.5 percent on an 8.2 percent capacity reduction.  
In International markets, September traffic and capacity were
virtually flat year over year.

American boarded 6.5 million passengers in September.
    
As reported in Troubled Company Reporter's September 23, 2003
edition, Fitch Ratings assigned a rating of 'CCC+' to the $300
million in convertible unsecured notes issued by AMR Corp. - the
parent of American Airlines, Inc. The privately placed notes carry
a coupon rate of 4.25%, are guaranteed by American Airlines, Inc.,
and mature in 2023. The Rating Outlook for AMR and American is
Negative.

The 'CCC+' rating reflects Fitch's continuing concerns over the
airline's ability to meet fixed financing obligations over the
next two to three years - even after the successful labor contract
restructuring undertaken by AMR this spring. The new labor
agreements with all of American's unionized employee groups,
ratified in April, are delivering significant unit operating cost
savings and allowing American to stake out a much more competitive
cost position versus the discount carriers that are encroaching on
a larger part of American's route network. Mainline cost per
available seat mile in the third quarter is likely to fall to
approximately 9.5 cents (compared with 11 cents prior to the labor
cost reductions), and additional non-labor savings initiatives
should push unit costs even lower during the fourth quarter.


AMERICAN GREETINGS: Names Catherine M. Kilbane as SVP & Secretary
-----------------------------------------------------------------
American Greetings Corporation (NYSE: AM) has appointed Catherine
M. Kilbane to the position of senior vice president, general
counsel and secretary.

Ms. Kilbane will oversee domestic and international legal affairs,
advise management on corporate legal matters and oversee the legal
department and outside counsel.

Ms. Kilbane comes to American Greetings from Baker & Hostetler
LLP, one of the nation's largest law firms, with more than 500
attorneys operating from 10 offices, including more than 185
attorneys in the Cleveland headquarters. Most recently, she
chaired the firm's intellectual property transactions group,
which consists of approximately 100 attorneys who specialize
primarily in commercial and intellectual property issues. She was
also a partner in Baker & Hostetler's general business group,
where she practiced a broad range of corporate law.

"We are happy to have someone with Cathy's expertise in legal
management on our team," said Chief Executive Officer Zev Weiss.
"With past experience in securities law and a diverse background
that includes corporate finance, as well as the negotiation of
license and supply agreements, we believe she will be a tremendous
resource to American Greetings."

Ms. Kilbane is a 1987 cum laude graduate of Case Western Reserve
University's School of Law.  She earned a Bachelor of Arts degree
in English (cum laude) from Case in 1984.

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


AMN HEALTHCARE: Inks Amendment to BofA-Led Credit Facility
----------------------------------------------------------
AMN Healthcare Services, Inc. (NYSE: AHS) entered into an
amendment to its existing credit facility with a syndicate of
financial institutions led by Bank of America, N.A.

The amended credit facility provides for, among other things, the
existing $75.0 million secured revolving facility, letter of
credit sub-facility and swing-line facility and a new $130.0
million secured term loan facility maturing in October 2008.

AMN expects to use cash on hand as well as borrowings under the
amended credit facility to complete its previously announced
tender offer. Under the terms of the tender offer, AMN may
purchase up to an aggregate of $180.0 million of securities,
consisting of $175.0 million of shares of its common stock, par
value $0.01 per share, and $5.0 million of vested and exercisable
stock options with exercise prices of less than $18.00 per share.
The completion of the amended credit facility had been a condition
to the tender offer. This condition has now been satisfied.

AMN (S&P, BB- Corporate Credit Rating, Stable Outlook) is the
largest nationwide provider of travel healthcare staffing
services. AMN recruits nurses and allied health professionals
nationally and internationally and places them on temporary
assignments, typically for 13 weeks, at acute-care hospitals and
healthcare facilities throughout the United States.


ANC RENTAL: Pushing for Approval of MBIA Settlement Agreement
-------------------------------------------------------------
ANC Rental Corporation and its debtor-affiliates ask the Court to
approve their settlement with MBIA Insurance Corporation.

Mark J. Packel, Esq., at Blank Rome LLP, in Wilmington, Delaware,
recounts that in February 2002, the Court approved a fleet
financing arrangement whereby MBIA allowed the release of certain
restricted funds supporting the MBIA-insured outstanding series
of medium-term notes for the purchase of new vehicles.  The
agreement made available up to $1,000,000,000 of previously
frozen funds for the acquisition of a new fleet.

On May 10, 2002, the Court approved, on a final basis, an
agreement with MBIA to allow the Debtors to continue to use the
full $2,300,000,000 of capacity under the MBIA insured notes to
meet its fleet financing needs.  Accordingly, the Debtors were
permitted to enter into new master lease agreements and use
proceeds received from the disposition of vehicles financed by
these facilities to purchase new vehicles.  Pursuant to a series
of six court orders, the agreement has been amended and extended
to September 30, 2003.

On August 6, 2003, the Court approved the sale of substantially
all of the Debtors' assets to Cerberus under the Asset Purchase
Agreement.

The parties' settlement provides that if and to the extent that
MBIA consents to the assignment to Cerberus of certain new master
lease agreements, certain new vehicles transaction documents, the
existing master lease agreements and certain of the related
transaction documents, together with any modifications to these
Lease Documents as are acceptable to MBIA and the Debtors, upon
the closing of the Sale and Cerberus' assumption of all of the
Debtors' liabilities with respect to the Lease Documents, MBIA
will:

   1. release claims that it has or may have against the Debtors:
      and

   2. waive its claim with respect to certain unpaid rent under
      the Existing Master Lease Agreements.

In addition, pursuant to the Settlement, the Debtors will release
claims that it has or may have against MBIA.

According to Mr. Packel, the Settlement is the result of good
faith, arm's-length negotiations between the Debtors and MBIA
with respect to the resolution and waiver of certain claims.  The
Settlement, which will become effective upon the consummation of
the Sale and the assumption of the Lease Documents by Cerberus,
will resolve certain outstanding issues between the Debtors and
MBIA.  The Settlement will also allow the assignment of the Lease
Documents to Cerberus, an integral aspect of the Sale. (ANC Rental
Bankruptcy News, Issue No. 39; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


ARVINMERITOR: Extends Tender Offer for Dana Until Oct. 30, 2003
---------------------------------------------------------------
ArvinMeritor, Inc. (NYSE: ARM) has extended its $15.00 net per
share offer for all of the outstanding common shares of Dana
Corporation's (NYSE: DCN) common stock until 5:00 p.m. Eastern
Standard Time (EST), on Oct. 30, 2003, unless further extended.  

The offer was previously scheduled to expire at 5:00 p.m. EDT, on
Oct. 2, 2003.  At that time, Dana shareowners had tendered and not
withdrawn approximately 2,339,993 shares pursuant to
ArvinMeritor's tender offer.

ArvinMeritor's offer represents a premium of 56 percent over
Dana's closing stock price on June 3, 2003, the last trading day
before ArvinMeritor submitted its first proposal to Dana in
writing, a premium of 39 percent over Dana's average closing stock
price for the 30 trading days before ArvinMeritor publicly
announced its intention to commence a tender offer, and a premium
of 25 percent over Dana's closing stock price on July 7, 2003, the
last trading day before ArvinMeritor publicly announced its
intention to commence a tender offer.

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

The solicitation and offer to purchase is made only pursuant to
the Offer to Purchase and related materials that ArvinMeritor and
Delta Acquisition Corp. filed with the Securities and Exchange
Commission on July 9, 2003. Investors and security holders are
advised to read such documents because they include important
information. Investors and security holders may obtain a free copy
of such documents at the SEC's Web site at http://www.sec.gov  
from ArvinMeritor at 2135 W. Maple Road, Troy, MI 48084, Attn:
Investor Relations, or by contacting Mackenzie Partners, Inc. at
212-929-5500 collect or at 800-322-2885 toll-free or by email at
proxy@mackenziepartners.com.

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


AVAYA INC: Completes Acquisition of Certain VISTA Assets
--------------------------------------------------------
Avaya Inc. (NYSE: AV), a leading global provider of communications
networks and services for business, has completed the acquisition
of service delivery technologies and two business units from VISTA
Information Technologies Inc.  The acquisitions enhance Avaya
Global Services' delivery of end-to-end design, implementation and
management services for converged, multi-vendor networks and
advanced multimedia contact centers.  Financial terms of the
agreement were not disclosed.

The agreement between the companies, announced on September 25,
2003, calls for members of the former VISTA Professional Services
and Managed Services units to join similar groups in Avaya Global
Services.  VISTA engineers, consulting and sales professionals
join Avaya, carrying certifications and qualifications from
leading technology companies including Avaya, Cisco, Nortel and
Microsoft.
    
"We're pleased to welcome this group of highly trained
professionals to Avaya Global Services," said Lou D'Ambrosio,
group vice president of Avaya Global Services.  "The consultants
who join Avaya have extensive qualifications and experience
integrating multi-vendor, converged networks and contact centers.  
Our customers can take advantage of this additional, industry-
certified expertise immediately for assistance in designing and
implementing business-transforming technology solutions quickly
and cost-effectively."
    
Peter Licata, former CEO of VISTA, joins Avaya Global Services as
vice president, Multi-Vendor Solutions and Strategy.  He will lead
and direct Avaya's continuing expansion of service offerings and
capabilities to support converged, multi-vendor networks.  "We are
delighted to join Avaya Global Services," said Licata.  "We look
forward to helping the team continue to deliver value-based,
multi-vendor communications solutions that help companies grow
revenue and reduce costs."

The acquired VISTA service delivery technology assets expand the
range of service tools used by Avaya Global Services, which
currently includes technologies such as Avaya ExpertNet(TM)
Assessment Tool for Internet Protocol telephony readiness and
Avaya EXPERT Systems(SM) Diagnostic Tools, remote network
management tools that support resolution of an average of 96
percent of system alarms remotely.  The acquired software tools
will help streamline integration of complex multi-channel, multi-
vendor contact center networks and enhance remote network
management capabilities.
    
The acquired service technology tools include:
    
      * Java-based software that enables "translation" between
        contact center platforms (such as Interactive Voice
        Response systems, communications systems, Customer
        Relationship Management software and front office and back
        office applications), enabling streamlined integration
        across multiple types of hardware systems and software
        applications in multi-vendor networks.  This allows
        companies to implement more effective and integrated
        communications strategies and information collection
        processes for improved customer responsiveness.
    
      * A software tool that will offer enhanced remote monitoring
        capabilities for Avaya Interaction Center, Avaya's
        flagship solution for multi-channel communications in
        multi-vendor, multi-protocol contact centers.
    
Avaya Inc., whose March 31, 2003 balance sheet shows a total
shareholders' equity deficit of about $25 million, designs, builds
and manages communications networks for more than 1 million
businesses worldwide, including 90 percent of the FORTUNE 500(R).
Focused on businesses large to small, Avaya is a world leader in
secure and reliable Internet Protocol (IP) telephony systems and
communications software applications and services. Driving the
convergence of voice and data communications with business
applications -- and distinguished by comprehensive worldwide
services -- Avaya helps customers leverage existing and new
networks to achieve superior business results.  For more
information visit the Avaya Web site: http://www.avaya.com  
    
Avaya Global Services includes more than 7,000 consultants,
professionals and research and development experts, 23 network
operations and 13 technical centers worldwide. The Avaya Services
team can assess, plan, design, manage and maintain converged voice
and data networks, including multi-vendor local area and wide area
networks.  For more information about all offerings from Avaya
Global Services, please visit: http://www1.avaya.com/services  
    
VISTA Information Technologies, Inc., is a leader in the emerging
field of Customer Interaction Solutions, and an expert in
convergence services that unify and build customer relationships
across multiple communications channels -- voice, voice over IP,
interactive voice recognition, email, Web, fax, speech
recognition, wireless, imaging, and e-commerce systems -- while
reducing costs and increasing revenues.  VISTA is headquartered in
Herndon, Virginia, and can be found on the Web at
http://www.vistait.com   


BAVARIA SA: S&P Assigns BB Foreign Currency Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'BB' foreign
currency corporate credit rating to Bavaria S.A.

The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB' rating to
Bavaria's planned US$400 million senior unsecured notes that
mature in 2010 and will have the guarantee of several of its
nonrated subsidiaries, which currently generate about 59% of its
consolidated revenue.

The ratings on Bavaria reflect its leadership in the beer
industries of Colombia, Peru, Ecuador, and Panama; the attractive
demographics of those countries; the company's well-established
brands; and its significant cash flow generation. Nevertheless,
Bavaria is still affected by vulnerabilities particular to the
countries of operation, such as the volatility of their
currencies, strong correlation between the company's sales and the
economic performance of these countries; and potential local tax
changes, all under a relatively high debt leverage resulting from
recent acquisitions.
     
"The stable outlook reflects Standard & Poor's expectation that
Bavaria's significant cash flows will continue, along with the
ongoing efforts to improve efficiencies and reduce leverage," said
Standard & Poor's credit analyst Federico Mora. "The foreign
currency rating is limited by the significant transfer and
convertibility risk implied by the sovereign ratings assigned to
the main countries of operation for Bavaria."


BAVARIA S.A.: Fitch Rates Planned US$400MM Senior Notes at BB
-------------------------------------------------------------
Fitch Ratings has assigned 'BB' senior unsecured foreign and local
currency ratings to Bavaria S.A.

The Rating Outlook for Bavaria's foreign currency rating is
Negative and the Rating Outlook for its local currency rating is
Stable. The Rating Outlook for the foreign currency rating is
constrained by Fitch's ratings of the Colombian government at 'BB'
Rating Outlook Negative.

In conjunction with these ratings, Fitch has assigned a 'BB'
rating to Bavaria's proposed US$400 million senior notes due in
2010. The Rating Outlook for these U.S. dollar denominated notes
is Negative.

Bavaria is a Colombian operating company with breweries and other
beverage facilities in Colombia. Bavaria also holds direct and
indirect equity interests in several beer companies throughout
Latin America. The senior notes will have joint and several
financial guarantees from the following subsidiaries of Bavaria:
Malteria Tropical S.A., Productora de Jugos S.A., Cerveceria Union
S.A., Latin Development Corporation and Cerveceria Nacional de
Panama S.A.

The 'BB' rating for the proposed senior unsecured notes is
supported by the company's leading position in the beer industry
of Colombia, Peru, Ecuador and Panama. During 2002, Bavaria had
estimated market shares in each of these countries of 98.3%,
99.0%, 94.5% and 80.4%, respectively.

These leading positions reflect the high barriers to entry in the
Latin American beer market. In addition to cultural reasons,
international brewers have shied away from entering the company's
markets because of the strong - and almost nationalistic - brand
equity of the company's flagship brands, such as Aguila and
Cristal. Furthermore, entering a market such as Colombia or Peru
would be costly due to the dearth of supermarkets and the
prevalence of on-premise consumption of beer in most of Bavaria's
key markets. On-premise consumption makes an elaborate
distribution system essential, which is difficult and expensive to
duplicate. Imports are not a factor in the company's markets due
to the low price paid for beer in the region, which is primarily a
result of the almost exclusive use of the returnable glass bottle
in the region.

Similar to most brewers in Latin America, Bavaria generates
strong, albeit volatile, free cash flows. Sales are typically on a
cash basis. Capital investments will be modest in the future as a
result of excess production capacity in the company's key
Colombian and Peruvian markets. Unlike Western Europe or the
United States, a high percentage of the population in Latin
America is under 40 years of age, which is the key target market
for beer companies.

Bavaria operates in several non-investment grade countries.
Fitch's ratings of these countries are as follows: Colombia ('BB',
Rating Outlook Negative), Peru ('BB-', Rating Outlook Negative),
Ecuador ('CCC+', Rating Outlook Positive) and Panama ('BB+',
Rating Outlook Negative). As a result, political and economic risk
in the countries in which the company operates is high. Low-rated
sovereigns, at times, can have rapid changes in political
leadership and economic policies. Bavaria is vulnerable to higher
taxes on beer, as the largest taxpayer in the aforementioned
countries. Furthermore, with market shares of nearly 100% in its
top markets, Bavaria remains susceptible to philosophical changes
at anti-trust agencies in the region. Historically, these agencies
have been focused on preventing monopolistic behavior, not
monopolies per se.

Modest increases in competition have been factored into Fitch's
ratings. On Feb. 19, 2003, the Brazilian based brewer Companhia de
Bebidas das Americas (AmBev) announced plans to start greenfield
operations in Lima, Peru, by building a brewery that will have an
annual production capacity of one million hectoliters. This plant
should be completed during 2004. It is possible that AmBev, which
is the largest brewer in Latin America, will also build a plant in
Colombia. Fitch does not expect AmBev to dramatically erode
Bavaria's market position in Peru and Colombia during the next
five to ten years in these markets. The ratings reflect some
concern, however, that if AmBev aggressively discounts the prices
for its beer in these markets, as it did when it entered the
Argentine market, Bavaria's profit margins could be pressured.

Fitch views the underlying credit quality of Bavaria to be
consistent with a 'BB+' rating. The rating of the senior notes has
been notched to the 'BB' level, however, to reflect the structural
subordination of the notes to secured loans of US$318 million with
the International Finance Corporation and US$100 million of loans
with Corporacion Andina de Formento as well as debt at operating
companies in Peru (US$281 million as of June 30, 2002) and Panama
(US$45 million). In addition, unlike the US$318 million loan from
the IFC, the notes do not enjoy a financial guarantee from the
company's subsidiaries in Ecuador. The notch from 'BB+' to 'BB'
also reflects different recovery rates between the company's
secured and unsecured debt. The IFC and CAF loans are secured by
Bavaria's breweries in Barranquilla and Itagui, as well as by
upstream guarantees from several operating subsidiaries.

In spite of owning 74% of the voting shares in its Peruvian
subsidiary Union de Cervecerias Peruanas Backus y Johnston S.A.A.
(Backus), Bavaria's total economic stake in this company is 38%.
Should Bavaria increase its economic stake in Backus to
approximately 75%, Fitch may view the company's cash flow and
currency diversification from outside Colombia to be sufficient
for rating Bavaria's foreign currency debt above the sovereign
rating of Colombia.

Fitch expects Bavaria to generate approximately US$610 million of
operating income plus depreciation and amortization (EBITDA)
during 2004. With capital expenditures expected to be
approximately US$100 million, taxes projected to be US$150
million, interest expense estimated to be about US$170 million and
changes in working capital likely to be around US$30 million,
Bavaria should generate approximately US$160 million of free cash
flow. With dividends anticipated to be about US$60 million, the
company should have about US$100 million that it can use to reduce
its debt to less than US$1.8 billion by the end of 2004. These
figures translate into a total debt-to-EBITDA ratio of 3.0 times
(x) and an EBITDA-to-interest expense coverage of 3.6x, which are
both consistent with the rating category.

Fitch believes that Bavaria (on an unconsolidated basis) and the
financial guarantors of the unsecured notes will generate about
US$300 million of EBITDA in 2004 and have about US$1.3 billion of
debt. Additional financial support for the bonds could come from
the free cash flow of Backus, which should total about US$70
million in 2004. These funds should be available to Bavaria, given
its level of ownership in Backus. These figures translate to a
total debt-to-EBITDA ratio of 3.5x.

As of June 30, 2003, Bavaria had US$341 million of off-balance-
sheet guarantees and contingent liabilities. Due to the nature of
these liabilities, Fitch believes the financial risk to Bavaria to
be approximately US$50 million. Most of these liabilities occurred
as a result of the spin off of Bavaria's non beverage businesses
into a company called Valores Bavaria S.A.  Importantly, Bavaria's
loans from IFC have a covenant that prohibits the company from
guaranteeing any obligations of VB in the future.


B/E AEROSPACE: Agrees to Sell Senior Notes & Amends Credit Pact
---------------------------------------------------------------
B/E Aerospace, Inc. (Nasdaq: BEAV-News) has entered into an
agreement to sell $175 million aggregate principal amount of
8-1/2% senior notes maturing in 2010 in a previously announced
private offering pursuant to Rule 144A of the Securities Act of
1933, as amended.

The company plans to use a portion of the proceeds to repay the
balance outstanding under its bank credit facility. The remainder
of the net proceeds will be added to B/E's cash and cash
equivalents, which will be used for working capital, including
funding future liquidity requirements, if any, and for general
corporate purposes.

In connection with the offering, B/E further amended its bank
credit agreement to reduce commitments under the credit facility
to $50 million, subject to completion of the offering.

The offering is expected to close on October 7, 2003, subject to
customary closing conditions.

B/E Aerospace, Inc. (S&P, B+ Corporate Credit Rating, Negative
Outlook) is the world's leading manufacturer of aircraft cabin
interior products, and a leading aftermarket distributor of
aerospace fasteners. With a global organization selling directly
to the world's airlines B/E designs, develops and manufactures a
broad product line for both commercial aircraft and business jets
and provides cabin interior design, reconfiguration and conversion
services. Products for the existing aircraft fleet--the
aftermarket--provide about 60 percent of sales. For more
information, visit B/E's Web site at http://www.beaerospace.com


BRITEX GROUP: Nova Scotia Business Inc. Appoints Receiver
---------------------------------------------------------
Nova Scotia Business Inc. (NSBI) and the Department of Economic
Development jointly appointed a receiver for Britex Group Ltd. The
receiver will manage daily operations at the plant and
aggressively seek a qualified buyer.
    
NSBI believes that a profitable business opportunity may exist,
under the right circumstances, and hopes that a long-term solution
can be identified quickly. The receiver will ensure that
operations continue at a level that provides the most attractive
business opportunity for a prospective new buyer.
    
Nova Scotia Economic Development authorized a 90-day extension on
a $900,000 loan guarantee for Britex to permit time for projected
sales to materialize and allow the company to conclude
negotiations with Nova Scotia Business Inc., its main creditor.
Britex currently owes NSBI approximately $3.6 million in loans and
interest. NSBI has been in discussions with company management for
the past several months but was unable to reach an acceptable
agreement that, in NSBI's opinion, would result in a viable and
sustainable long-term solution for the operation.
    
Nova Scotia Business Inc. is the province's business development
agency, an organization that works with companies to deliver
business solutions. The private sector-led organization works to
attract new businesses to the province and help those already in
Nova Scotia expand through services such as export development and
financing.


BUCKEYE TECHNOLOGIES: Sets Q1 Conference Call for October 21
------------------------------------------------------------
Buckeye Technologies, Inc. (NYSE:BKI), has scheduled a conference
call to discuss first quarter results, on Tuesday, October 21,
2003, beginning at 10:30 a.m. Eastern Time.

Management participating on the call will include

    David B. Ferraro, Chief Executive Officer

    John B. Crowe, President and Chief Operating Officer

    Kristopher J. Matula, Sr. Vice President,
            Nonwovens and Corporate Strategy

    Gayle L. Powelson, Sr. Vice President
            and Chief Financial Officer

    Gordon B. Mitchell, Investor Relations Manager

All interested parties are invited to listen to the audio
conference call live or tape delayed via the Web site
http://www.streetevents.comor via the Company's Web site homepage  
at http://www.bkitech.com The replay will be archived on these  
websites through November 20, 2003.

In addition, persons interested in listening by telephone may dial
in at (800) 811-7286 within the United States. International
callers should dial (913) 981-4902. Participants should call no
later than 10:20 a.m. ET.

To listen to the telephone replay of the conference call, dial
(888) 203-1112 or (719) 457-0820. The passcode is 637600. The
telephone replay will be available until midnight November 10,
2003.

A press release will be issued via Business Wire after the market
closes on October 20. If you do not receive a copy of this
release, please contact Gordon Mitchell at (901) 320-8256.

Buckeye (S&P, BB- Corporate Credit Rating, Stable), a leading
manufacturer and marketer of specialty cellulose and absorbent
products, is headquartered in Memphis, Tennessee, USA. The Company
currently operates facilities in the United States, Germany,
Canada, Ireland and Brazil. Its products are sold worldwide to
makers of consumer and industrial goods.


CABLE DESIGN: Sinks into Red Ink in Fiscal 2003 Fourth Quarter
--------------------------------------------------------------
Cable Design Technologies (NYSE: CDT) announced results for its
fourth quarter ended July 31, 2003.  Fred Kuznik, CDT CEO stated,
"Except for the writedown of a non-performing business and
adjustments to our Canadian pension, the fourth quarter operating
results exceeded our expectations."

In the fourth quarter, the Company recorded a net loss from
continuing operations before the cumulative effect of an
accounting change for goodwill of $0.7 million.  Included in this
loss, was a business restructuring charge of $3.9 million ($2.3
million net of tax), the previously mentioned additional pension
cost which was related to the discontinued NORCOM business of
approximately $1.4 million ($0.9 million net of tax), and a $1.4
million currency translation impact on operating expenses.

Sales for the fourth quarter ended July 31, 2003, were $129.5
million versus $128.0 million last year.  A favorable effect of
foreign currency translation, primarily on European revenues,
positively impacted sales by approximately 6% compared to the
fourth quarter last year.  Network Communication segment sales for
the fourth quarter 2003 were $75.8 million and represented 59% of
total company revenues and compares to $75.1 million for last
year's fourth quarter.  Specialty Electronic segment sales for the
fourth quarter 2003 were $53.7 million compared to $52.9 million
for the same period last year.

                    Fourth Quarter Highlights

     - Despite pricing pressures, gross margins remained
       relatively flat due to cost-cutting measures.  Gross margin
       was 24.6% for the current quarter compared to 24.7% last
       year.

     - Selling, general and administrative expenses were $24.7
       million for the current quarter compared to $23.1 million
       last year.  The increase in SG&A is primarily attributable
       to recognition of additional pension costs of approximately
       $1.4 million associated with a retirement plan of the
       Company's Canadian operations, which included the
       discontinued NORCOM business. Additionally, the effect of
       foreign currency translation increased SG&A by
       approximately $1.4 million compared to the same period last
       year.

     - A business restructuring charge of approximately $3.9
       million ($2.3 million net of tax) was incurred as a result
       of the Company's decision to divest of it's AWI/CDT
       subsidiary, a manufacturer of connectors and cable
       assemblies for the telecommunication market. The Company is
       currently in the process of locating a buyer for this
       operation. The charge represents a writedown of certain
       AWI's assets, primarily machinery and intangible assets, to
       fair value. As of July 31, 2003, AWI/CDT operations did not
       meet the accounting criteria for treatment as held for sale
       and accordingly does not qualify as discontinued
       operations.

     - During the fourth fiscal quarter 2003, the Company
       completed a private placement $110 million convertible debt
       offering, using the proceeds to reduce substantially all
       bank debt.

                 SFAS No. 142-Goodwill Impairment

CDT adopted SFAS No. 142, "Goodwill and Other Intangible Assets,"
effective August 1, 2002. During the fourth quarter 2003 the
Company completed the evaluation of goodwill for impairment and
recorded a non-cash charge of $35.7 million, net of tax, of which
$30.9 million related to businesses in the Specialty Electronic
segment.  The charge will be reflected retroactively in the first
interim period of the fiscal year as a cumulative effect of an
accounting change.

                    Key Fiscal Year Statistics

Key financial statistics for the full fiscal year 2003 are:

     - Sales for the full year were $484.7 million versus $501.6
       million last year;

     - Network Communication segment sales were $283.9 million for
       fiscal year 2003 compared to $295.4 million last year;

     - Specialty Electronic segment sales were $200.8 million
       versus $206.2 million last year;

     - Gross margin was 23.5% for the year compared to 25.5% last
       year.  The lower gross margin was primarily due to pricing
       pressures and volume inefficiencies.  SG&A as a percentage
       of revenue decreased slightly to 19.2% for fiscal 2003
       compared to 19.5% for fiscal 2002.

     - Costs associated with business restructuring activities
       totaled $12.4 million for the year, representing an after
       tax impact of $0.18 per diluted share.  These charges
       included costs associated with the consolidation of four
       operations during the first fiscal quarter and severance
       costs associated with workforce reductions, in addition to
       the fourth quarter charges discussed above.

     - The company expects savings to be $25 to $30 million as a
       result of the streamlining of operations.

Kuznik, concluded, "Due to the weak economic and marketplace
conditions that were prevalent in fiscal 2003, we took the
necessary steps to restructure our business by consolidating
regional management and operational functions to eliminate
duplication of effort and overhead costs and to more closely
associate management and production. We consolidated several
under-performing facilities and redirected existing contracts
without impacting quality or delivery.  We believe the
restructuring and retooling will put us in an excellent position
to focus our attention on growing the business both organically
and through strategic acquisitions."

Cable Design Technologies (S&P, BB Corporate Credit Rating,
Negative Outlook) -- http://www.cdtc.com-- is a leading designer  
and manufacturer of high bandwidth network connectivity products
used in computer interconnect, switching and wireless applications
and electronic data and signal transmission products that are used
in automation and process control and specialty applications.


CALL-NET ENTERPRISES: Completes 1.5-Mil. Class B Shares Offering
----------------------------------------------------------------
Call-Net Enterprises Inc. (TSX: FON, FON.B) has completed its
previously announced offering of 1,500,000 Class B Non-Voting
Shares at a price of $3.75 per share for gross proceeds of $5.625
million. The public offering is pursuant to the exercise in full
of the over-allotment option granted to the syndicate of
underwriters by Call-Net.
    
Call-Net completed a $37.5 million offering of Class B Non-Voting
Shares on September 9, 2003. Together with the proceeds from the
over-allotment offering, the aggregate gross proceeds of the
public offering are $43.125 million. The underwriting syndicate
for the public offering was led by BMO Nesbitt Burns Inc. and
included CIBC World Markets Inc., TD Securities Inc. and National
Bank Financial Inc.

Call-Net Enterprises Inc. (S&P, B/Negative, LT Corporate Rating)
is a leading Canadian integrated communications solutions provider
of local and long distance voice services as well as data,
networking solutions and online services to households and
businesses. It provides services primarily through its wholly-
owned subsidiary, Sprint Canada Inc. Call-Net Enterprises and
Sprint Canada are headquartered in Toronto and own and operate an
extensive national fibre network with over 134 co-locations in
nine Canadian metropolitan markets.


CELLSTAR CORP: Promotes Robert Kaiser to President and COO
----------------------------------------------------------
CellStar Corporation (Nasdaq: CLST), a value-added wireless
logistics and distribution services leader, has promoted chief
financial officer Robert Kaiser to the position of president and
chief operating officer.  The Company also announced that it has
named Paul C. Samek as senior vice president and chief financial
officer.

"Robert has done an outstanding job as CFO," said Terry Parker,
chief executive officer of CellStar.  "The time has now come to
move him into an operating role, where we can capitalize on his
tremendous experience in virtually all segments of the wireless
communications industry.  We look forward to his continued
leadership contributions to CellStar."

Kaiser has served as senior vice president and chief financial
officer of CellStar since December 2001.  Prior to joining
CellStar, Kaiser served as president and chief executive officer
of MobileStar Network Corporation, a provider of broadband
wireless Internet access.  Prior to joining MobileStar, Kaiser
served as CEO of WorldCom Broadband Solutions Group, where he was
responsible for numerous broadband services including all domestic
wireless broadband efforts.  Previously, Kaiser served as CEO and
CFO of SkyTel, where he was responsible for the financial
restructuring that led to WorldCom's acquisition of the $1 billion
wireless messaging company with nearly two million subscribers.  
Earlier in his career, Kaiser played an integral role in the
growth of Southwestern Bell's Mobile Systems where he served for
nearly 10 years as CFO.

"We are also pleased to announce the appointment of Paul C. Samek
as senior vice president and chief financial officer," continued
Parker.  "Paul is a seasoned finance and accounting executive with
a unique blend of high technology, manufacturing, logistics,
multi-national and public company experience that complements and
adds depth to our executive leadership team."

Most recently, Samek was vice president and chief financial
officer of The Spectranetics Corporation, a publicly-held
developer, manufacturer, marketer and distributor of medical
devices.  Prior to joining Spectranetics, Samek served as chief
financial officer of The Nash Engineering Company, a leader in the
design, manufacture and service of vacuum pumping systems, with
manufacturing locations in Brazil, Korea, China, Canada and the
U.S.  Prior to joining The Nash Engineering Company, Samek was
vice president, finance and administration, and chief financial
officer for Allsteel, Inc., a multi-plant manufacturer of office
furniture solutions for global commercial and consumer markets.  
Previously he held several senior level finance and audit
positions at Concurrent Computer Corporation, Motorola and
Deloitte & Touche LLP.

CellStar Corporation (S&P, SD Corporate Credit Rating) is a
leading global provider of value-added logistics services to the
wireless communications industry, with operations in the Asia-
Pacific, North American, Latin American, and European regions.  
CellStar facilitates the effective and efficient distribution of
handsets, related accessories and other wireless products from
leading manufacturers to network operators, agents, resellers,
dealers and retailers.  CellStar also provides activation services
in some of its markets that generate new subscribers for wireless
carriers.  For the year ended November 30, 2002, the Company
generated revenues of $2.2 billion.  Additional information about
CellStar may be found on its Web site at http://www.cellstar.com


CENTERPULSE: BB Ratings Withdrawn Following Zimmer Takeover
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB' long-term
corporate credit ratings on Centerpulse Ltd. and its 'BB' bank
loan rating on related entity Centerpulse Orthopedics Inc.
     
This follows the completion of the $3.2 billion acquisition of
Centerpulse by U.S.-based Zimmer Holdings Inc. (BBB/Stable/--), a
leading orthopedic implant manufacturer. Subsequently, all
outstanding debt at Centerpulse was repaid.


CHANNEL MASTER: Case Summary & List of Largest Unsec. Creditors
---------------------------------------------------------------
Lead Debtor: Channel Master Holdings, Inc.  
             1315 Industrial Park Drive  
             Smithfield, NC 27577  
             (302) 777-6500

Bankruptcy Case No.: 03-13004-MFW

Debtor affiliates filing separate chapter 11 petitions:

     Entity                                       Case No.
     ------                                       --------
     Channel Master L.L.C.                        03-13005-MFW
     Channel Master International Holdings, Inc.  03-13006-MFW

Chapter 11 Petition Date: October 02, 2003

Court: District of Delaware

Judge: Mary F. Walrath

Debtors' Counsel: David B. Stratton, Esq.
                  Pepper Hamilton LLP  
                  1201 N. Market Street, Suite 1600  
                  Wilmington, DE 19801
                  usa  
                  302 777-6500  
                  Fax : 302-656-8865  
                  Email: strattond@pepperlaw.com

                            Estimated Assets   Estimated Debts
                            ----------------   ---------------
Channel Master Holdings     $50-100 Million    $10-50 Million
Channel Master LLC          $50-100 Million    $50-100 Million
Channel Master Int'l        $10-50 Million     $10-50 Million

List of Debtors' Largest Unsecured Creditors:

A. Channel Master Holdings

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------
Questor Partners              Subordinated loan   $24,266,817
2000 Town Center               note
Suite 2450
Southfield, MI 48075
Contact: Wallace L. Rueckel
T: 248-213-2216
F: 248-213-2215

3i Investments plc            Subordinated loan    $6,488,429
91 Waterloo Road               note
London SE1 8XP
United Kingdom
Ian Lobley
T: 44-207-975-3436
F: 44-207-975-3241

Bruce Armstrong               Subordinated loan    $1,414,344
9 Grange Way                   note
Sandbach
Cheshire CW11 1ES
United Kingdom
T: 44-1270-765-548
F: 44-1270-763-157

Ian Radley                    Subordinated loan    $1,015,591
Littlewick Lodge               note
Jubilee Road, Littlewick Green
Berkshire SL6 3QU
United Kingdom
T: 44-1628-828-431

Robert C.S. Furness           Subordinated loan      $936,146
Westbrook House                note
Boxford
Berkshire RG20 8DJ
United Kingdom
T: 44-1488-608-335
F: 44-1488-608-686

Stephen Mitchell              Subordinated loan      $401,216
Hawthorne Cottage              note
Winterbourne
Berkshire RG20 8BB
United Kingdom
T: 44-1635-248-782
F: 44-1635-247-840

Gerard King                   Subordinated loan      $267,478
Edglee House                   note
Upper Bucklebury, Nr Reading
Berkshire RG7 6QJ
United Kingdom
T: 44-1635-874-843

Stephen J. Flynn              Subordinated loan      $266,623
Ashford House,                 note
Ashford Hill Road
Headley, Thatcham
Berkshire RG19 8AB
United Kingdom
T: 44-1635-269-155


Gordon Jackson                Subordinated loan note  $35,058

Harold Mills                  Subordinated loan note  $28,832

Terry Bernander               Subordinated loan note  $24,444

Richard Derrenbacher          Subordinated loan note  $20,906

Michael Poe                   Subordinated loan note  $20,561

Andrew Carduner               Subordinated loan note  $12,573

Jim Gray                      Subordinated loan note  $12,573

Michael P. Schulhof           Subordinated loan note  $12,573


B. Channel Master LLC

Entity                        Nature of Claim     Claim Amount
------                        ---------------     ------------
Radiance Electronics Co. Ltd. Trade Claim         $5,437,429
139 Fu Te Nan Road
Wai Gao Qiao Free Trade Zone
Pudong, Shanghai 200131
China
L C CHEAH
T: 86-21-5048-0188
F: 86-21-5048-0189

NEC Electronics               Trade Claim           $646,668
Cygnus House Linford Wood Bus
Sunrise Parkway-Linford Wood
Milton Keynes MK14 6NP
United Kingdom
Contact: Frosa Demetriou
T: 44-1908-837-291
F: 44-1908-847-291

Johnston County Tax Collector Property Taxes        $422,088
P.O. Box 28008
Raleigh, NC 27611
T: 919-989-5120
F: 919-989-5614

Scotland Container Inc.       Trade Claim           $386,828
PO Box 1625
Hwy 401 Bypass
Laurinburg, NC 28352
Contact: Elizabeth Odem
T: 910-277-0400 x. 277
F: 910-277-0221

WKK Technology Ltd.           Trade Claim           $346,908
WKK Building 12/F
414 Kwun Tong Road
Kowloon, Hong Kong
Contact: Raymond Tsu
T: 852-2357-8888
F: 852-2343-5283

Panalpina Inc.                Trade Claim           $237,753

Sherwin Williams (Raleigh)    Trade Claim           $144,583

Industrial River & Fastener   Trade Claim           $141,693
Co.

Welsh Paper Company           Trade Claim           $125,863

Doral Steel                   Trade Claim           $101,714

Norsat International          Trade Claim            $96,901

Continental Metals, Inc.      Trade Claim            $83,364

United Tool & Stamping                               $78,552

Jebsee Electronics Co. Ltd.   Trade Claim            $72,051

GSPK Electronics Limited      Trade Claim            $71,808

Cameron & Barkley             Trade Claim            $71,378

Toshiba America Electronic    Trade Claim            $68,187

New York Wire Company         Trade Claim            $66,821

C&W Transportation            Trade Claim            $63,472

Chongqing Polycomp Int. Corp. Trade Claim            $58,061


CONCERT INDUSTRIES: Court Extends CCAA Order Until December 5
-------------------------------------------------------------
Concert Industries Ltd. (TSX: CNG) has received from the Quebec
Superior Court an extension of its initial order under the
Companies' Creditors Arrangement Act to December 5, 2003.

The Company continues to work diligently with its various
stakeholders towards tabling a Plan of Arrangement.

Concert also announced that Mr. Raoul Heredia will take on the
title of CEO in addition to his current responsibilities as
President.  Mr. Robert Normand, a director since March 2001, has
been elected Chairman of the Board.

Mr. Dieter Peter, who is also the founder of Concert Industries
Ltd., formerly held both positions. He will continue to serve the
Company as a director. The Board of Directors wishes to thank Mr.
Peter for his numerous years of service.

The entire text of the Court order and the Monitor's report is
available through the Company's Web site at http://www.concert.ca

Concert Industries Ltd. is a company specializing in the
development and manufacture of cellulose fiber based products
using airlaid manufacturing technology. Concert's products are key
components in a wide range of personal care consumer products,
including feminine hygiene and adult incontinence products. Other
applications include pre-moistened baby wipes, disposable medical
and filtration applications and tabletop products. The Company has
manufacturing facilities in Canada, in Gatineau and Thurso,
Quebec, and in Germany, in Falkenhagen, Brandenburg.


CONNECTICARE INC: BB Ratings Placed on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' counterparty
credit and financial strength ratings on ConnectiCare Inc. on
CreditWatch with negative implications after Bank of America
announced that it will launch a $115 million bank loan transaction
for Carlyle Group-owned ConnectiCare Holdings Inc. on Oct. 2,
2003.
     
The transaction will include a $100 million, six-year,
institutional term loan and a $15 million revolver.
     
"The proposed transaction is expected to increase ConnectiCare
Holdings Inc.'s debt-to-capital ratio to more than 100% from 42.9%
at year-end 2002, which is extremely aggressive," said Standard &
Poor's credit analyst Phillip C. Tsang. Moreover, the financial
flexibility of ConnectiCare, a wholly owned operating HMO
subsidiary of ConnectiCare Holdings Inc., will be significantly
reduced because of its role in servicing its parent's debt.
     
Standard & Poor's will meet with ConnectiCare's management to
discuss the impact of the transaction on the ratings.


CONSOL ENERGY: RWE Agrees to Sell 27.3 Million CONSOL Shares
------------------------------------------------------------
CONSOL Energy Inc.'s (NYSE: CNX) largest shareholder, RWE of
Essen, Germany, has agreed to sell 27.3 million shares of its 43.9
million shares of CONSOL Energy common stock in a private
placement sale.  Following the sale, RWE will hold 16.6 million
shares of CONSOL Energy common stock, or 18.5% of the 89.8 million
shares of common stock outstanding.

On September 23 and 24, 2003, RWE closed on a previously announced
sale of 14.1 million shares of CONSOL Energy common stock,
reducing its initial majority interest from 73.6% to 48.9%.  On
the same dates, CONSOL Energy closed on a previously announced
sale of 11.0 million primary shares of its common stock,
increasing the total shares of common stock outstanding to 89.8
million.

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

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


CONSOLIDATED FREIGHTWAYS: Auctioning-Off Montana Facilities Wed.
----------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Butte and Great Falls
distribution facilities for sale to the highest bidder, through a
reserve auction process scheduled for October 8, 2003.

The Butte terminal is located at 2755 Lexington Street and is a
22-door cross-dock distribution facility situated on 6.15 acres. A
reserve auction starting price of $330,000 has been established
for the Butte property. The Great Falls terminal is a 48-door
cross-dock distribution facility situated on 3.65 acres at 305
Sixth Street, NW. A reserve auction starting price of $235,000 has
been established.

Six CF employees formerly worked at the Great Falls terminal and
eight employees worked at Butte. Both facilities have been closed
to operations since September 3, 2002, when the 74-year-old
company filed for bankruptcy protection. Since then CF has been
liquidating the assets of the corporation under orders of the
bankruptcy court.

Interested parties who would like to participate in the October 8
bankruptcy auction should submit the form Request to be Designated
a Qualified Bidder at Auction. That form can be found at
http://www.cfterminals.com/Overbidder.htmland must be submitted  
prior to the date of the auction. The indicated deposit must also
be received, via wire or certified check, prior to the date of the
auction.

To date, 135 CF properties throughout the U.S. have been sold for
over $250 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site - http://www.cfterminals.com-  
to Transportation Property Company at 800-440-5155


CONSOLIDATED FREIGHTWAYS: Manfield Facility Up on Auction Block
---------------------------------------------------------------
As part of the largest real estate sale in transportation history
-- 220 total properties with an appraised value over $400 million
-- Consolidated Freightways is placing its Mansfield distribution
facility located at 515 North Lexington Springmill for sale to the
highest bidder, through a reserve auction process scheduled for
October 8, 2003.

The Mansfield property is a 30-door cross-dock distribution
facility situated on 9.83 acres and has been closed to operations
since September 3, 2002, when the 74-year-old company filed for
bankruptcy protection. Since then, CF has been liquidating the
assets of the corporation under orders of the bankruptcy court.
Twelve CF employees formerly worked at the Mansfield terminal.

A reserve auction price of $900,000 has been established for the
CF property. Interested parties who would like to participate in
the October 8 bankruptcy auction should submit the form Request to
be Designated a Qualified Bidder at Auction. That form can be
found at http://www.cfterminals.com/Overbidder.htmland must be  
submitted prior to the date of the auction. The indicated deposit
must also be received, via wire or certified check, prior to the
date of the auction.

To date, 135 CF properties throughout the U.S. have been sold for
over $250 million. Potential bidders should direct any questions
about the property and the bidding procedures that cannot be
answered at the company's Web site http://www.cfterminals.comto  
Transportation Property Company at 800-440-5155.


CORRECTIONS CORP: Inks New Contract with U.S. ICE Agency
--------------------------------------------------------
Corrections Corporation of America (NYSE:CXW) signed a new
contract with the United States Immigration and Customs
Enforcement agency for up to 905 detainees at its Houston
Processing Center located in Houston, Texas.

In addition, CCA intens to expand the facility by 494 beds from
its current 411 beds to 905 beds. The anticipated cost of the
expansion is approximately $29 million and is estimated to be
completed during the first quarter of 2005. The expansion is being
undertaken in order to handle additional detainee populations that
are anticipated as a result of this contract, which contains a
guarantee that ICE will utilize 679 beds at such time as the
expansion is completed.

Commenting on the new contract, President and CEO John Ferguson
stated, "As the initial partner selected by what was formerly the
Immigration and Naturalization Service, in 1983 CCA became the
pioneer of the private correctional industry and continues to be
the industry leader today. We are grateful for the confidence
placed in CCA's performance over the last two decades by ICE and
look forward to an ongoing relationship in meeting its detention
needs."

Corrections Corporation of America (S&P, B+ Corporate Credit
Rating, Positive) is the nation's largest owner and operator of
privatized correctional and detention facilities and one of the
largest prison operators in the United States, behind only the
federal government and four states. The Company currently operates
59 facilities, including 38 company-owned facilities, with a total
design capacity of approximately 59,000 beds in 20 states and the
District of Columbia. The Company specializes in owning, operating
and managing prisons and other correctional facilities and
providing inmate residential and prisoner transportation services
for governmental agencies. In addition to providing the
fundamental residential services relating to inmates, the
Company's facilities offer a variety of rehabilitation and
educational programs, including basic education, religious
services, life skills and employment training and substance abuse
treatment. These services are intended to reduce recidivism and to
prepare inmates for their successful re-entry into society upon
their release. The Company also provides health care (including
medical, dental and psychiatric services), food services and work
and recreational programs.


COVANTA ENERGY: Court Fixes Uniform Geothermal Bidding Protocol
---------------------------------------------------------------
Covanta Energy Corporation and its debtor-affiliates sought and
obtained the Court's approval of these Bidding Procedures with
regard to the sale of the Geothermal Debtor Equity:

A. Bid Deadline

   Bids for the Geothermal Debtor Equity must conform to the
   requirements and must be filed with the Court and submitted to
   Covanta Energy Corporation, 40 Lane Road, Fairfield, New
   Jersey 07004 so as to be received on or before 4:00 p.m.,
   Prevailing Eastern Time, on October 27, 2003.  Copies of the
   complete bids must be submitted to Cleary, Gottlieb, Steen &
   Hamilton, and Chilmark Partners so as to be received on or
   before the Bid Deadline.  The Bid Deadline may be extended
   without prior notice.  The Debtors will provide Caithness and
   ArcLight with a copy of all bids as soon as reasonably
   practicable and in any event at least two days prior to the
   date scheduled for the Auction.

B. Qualified Bids

   The Purchase Agreement will be deemed to be a Qualified Bid
   and Caithness and ArcLight will be deemed Qualified Bidders.  
   Only those bids that satisfy these criteria will qualify for
   consideration by the Debtors:

   (a) Each bid must be made by a person or persons or an entity
       or entities satisfying the conditions described.

   (b) Each bid must be accompanied by a cash deposit at least
       equal to $8,500,000 -- the Initial Deposit -- and by a
       duly executed purchase and sale agreement covering
       substantially all of the Interests or Assets on terms at
       least as favorable to the Sellers as those set forth in
       the Purchase Agreement, provided that the proposed
       purchase price will be not less than $7,375,000 greater
       than the Purchase Price.

   (c) Each bid must be submitted in a writing signed by the
       Qualified Bidder and must include:

        -- a proposed purchase agreement signed by the Qualified
           Bidder, including price, conditions and covered assets
           or interests, that is not less specific than the
           Purchase Agreement, to be implemented either by way of
           a Section 363 sale or a plan of reorganization for the
           Acquired Debtor Companies; and

        -- a copy of the proposed Court order approving the sale
           or plan.

       The bid must be accompanied, for comparison purposes, by a
       copy of the Purchase Agreement, together with any related
       Exhibits and Schedules, marked to show any amendments and
       modifications that the Qualified Bidder proposes.

   (d) Each bid must be accompanied by satisfactory evidence that
       a bidder is:

       -- financially able to consummate the transaction
          contemplated by the bid,

       -- able to provide adequate assurances of future
          performance with respect to the Contracts
          substantially in the same manner as offered by
          Caithness and ArcLight, and

       -- able to consummate the Alternative Transaction on the
          terms contemplated by the Alternative Transaction.

   (e) The Initial Deposit must be made by means of certified
       bank check from a U.S. bank or by wire transfer into an
       account established by the Debtors for that purpose or in
       other form of immediately available U.S. funds.  The
       Debtors reserve the right to condition their acceptance of
       any bid on the provision of an additional deposit or some
       other form of financial assurance acceptable to the
       Debtors -- the Additional Deposit.

   (f) Only those bids that the Debtors determine, in their
       reasonable discretion, have a value, taking into account
       the burdens and conditions associated with the proposal,
       greater than or equal to the sum of the value, as
       reasonably determined by the Debtors, of the Purchase
       Agreement, plus the amount of the Break-Up Fee and the
       Expense Reimbursement, will be considered Qualified Bids.

   (g) Each bid will remain open and be irrevocable in accordance
       with its terms through the Sale Hearing.

   (h) A Qualified Bid must be binding on the bidder, and will
       not be subject to:

       -- a condition based on the outcome of due diligence, or
          similar review, or corporate approval;

       -- procurement of financing or funding of that financing;
          and

       -- conditions, representations or terms that are
          commercially unreasonable.

C. Due Diligence

   Only those potential bidders whom the Debtors believe, in
   their reasonable discretion, are likely to be able to
   consummate their proposed bid within a time frame acceptable
   to the Debtors if selected will be provided access to due
   diligence materials, that person being a Potential Bidder.  
   Each Potential Bidder must deliver an executed confidentiality    
   agreement in form and substance satisfactory to the Debtors.  
   The Debtors will make available a proposed confidentiality
   agreement to Potential Bidders.

      (a) Due diligence access may include any management
          presentations that may be scheduled by the Debtors,
          access to data rooms, on-site inspections and other
          matters a Potential Bidder may request and to which the
          Debtors, in their sole discretion, may agree.

      (b) The Debtors may, in their sole discretion, coordinate
          diligence efforts so that multiple Potential Bidders
          have simultaneous access to diligence materials and
          simultaneous attendance at management presentations or
          site inspections.  Neither the Debtors nor any of their
          affiliates or representatives, are obligated to furnish
          any information relating to the Geothermal Debtor
          Equity to any person other than to Potential Bidders.

      (c) Each Potential Bidder will be deemed to acknowledge and
          represent that it has had an opportunity to inspect and
          examine the Geothermal Debtor Equity and to conduct due
          diligence prior to making its offer; that it has relied
          solely upon its own independent review, investigation
          and inspection of any documents in making its proposal;
          and that it did not rely upon any written or oral
          statements, representations, promises, warranties or
          guaranties whatsoever, whether express, implied, by
          operation of law or otherwise, regarding the Geothermal
          Debtor Equity or the completeness of any information
          provided in connection with the bidding process.

E. Auction

   If there is more than one Qualified Bid that is more favorable
   than the terms of the Proposed Sale, the Debtors will hold an
   open and transparent auction at the U.S. Bankruptcy Court for
   the Southern District of New York, beginning on November 19,
   2003 at 2:00 p.m., prevailing Eastern Time.

   (a) Any bidding or overbidding at the Auction will be in
       increments of at least $2,000,000, net of the Break-Up Fee
       and Expense Reimbursement, or in increments as required by  
       the Debtors.  No matching bids will be permitted.  Only
       Qualified Bidders will be permitted to submit bids at the
       Auction.

   (b) During the Auction, the Debtors may disclose to the
       Qualified Bidders and the counsels of the Lenders, the
       Committee and the Informal Committee of Holders of 9.25%
       Debenture Holders the key terms and conditions of the bids
       of all other Qualified Bidders as bids are made at the
       Auction.

   (c) The Debtors may adopt rules at any stage of the bidding
       process, that, in their business judgment, will best
       promote the goals of the bidding process and that are not
       inconsistent with any of the provisions of the Bidding
       Procedures, the Bankruptcy Code, or any Court Order.

   (d) Should overbidding take place at the Auction, Caithness
       and ArcLight will have the right, but not the obligation,
       to participate in the overbidding in the Auction and to be
       approved as the overbidder at the Sale Hearing based upon
       any overbid.

F. Selection of Successful Bid

   As soon as practicable during or after the Auction, the
   Debtors, after consulting with their financial advisors, the
   Committee, the Lenders and the 9.25% Committee, will:

   (a) review each Qualified Bid on the basis of financial and
       contractual terms and the other factors relevant to the
       sale process, including those factors affecting the speed
       and certainty of consummating transaction contemplated by
       the Qualified Bid; and

   (b) identify the Qualified Bids submitted at the Auction to
       be acceptable and to be the highest or best offers for
       the Geothermal Debtor Equity.  

   If the Debtors do not receive any Qualified Bids other than
   the Purchase Agreement, the Debtors may proceed with the
   Proposed Sale pursuant to the terms of the Purchase Agreement.

G. Initial and Additional Deposits

   After notification that a Qualified Bidder is a Successful
   Bidder, its Initial Deposit and any Additional Deposit will be
   non-refundable.  Each Initial and Additional Deposit, plus
   interest, received by the Debtors will be maintained in an
   interest-bearing account and be subject to the Court's
   jurisdiction.  The Initial and any Additional Deposit will be
   applied by the Debtors against the purchase price to be paid
   by the Successful Bidders at the Closing of the transaction
   approved by the Court.  If Caithness and ArcLight are not the
   Successful Bidders, a portion of the Initial Deposit of the
   Successful Bidder will be used to pay the Break-Up Fee and
   Expense Reimbursement, if payable.  After the Closing of a
   transaction pursuant to a Successful Bid, the Debtors will
   return to each unsuccessful Qualified Bidder, its Initial and
   any Additional Deposit, together with any interest paid,
   submitted by the unsuccessful Qualified Bidder.

H. Sale Hearing

   The Debtors may seek the Court's approval of the Successful
   Bid at a hearing immediately after the conclusion of the
   Auction on November 19, 2003.  At the Sale Hearing, the
   Debtors may seek entry of an order authorizing and approving
   the proposed transaction with the Successful Bidder, as
   determined by the Debtors in accordance with the Bidding
   Procedures, pursuant to the terms and conditions set forth in
   the Successful Bid.  The Sale Hearing may be adjourned or
   rescheduled without prior notice.

   In the event that the Successful Bidder does not consummate
   the transaction approved by the Court, the Debtors will not be
   required to hold another auction.  The Qualified Bidder that
   submitted the next to highest or best offer may become the new
   Successful Bidder and the Debtors will be authorized, but not
   required, to consummate a transaction with the new Successful
   Bidder pursuant to the terms of the bid, without further
   notice.  In the event that the new Successful Bidder does not
   consummate the transaction approved by the Court, the process
   will repeat so long as any Qualified Bidders remain. (Covanta
   Bankruptcy News, Issue No. 37; Bankruptcy Creditors' Service,
   Inc., 609/392-0900)    


DANA CORP: Issues Comments on Extended ArvinMeritor Tender Offer
----------------------------------------------------------------
Dana Corporation (NYSE: DCN) issued the following statement in
response to the announcement by ArvinMeritor, Inc. (NYSE: ARM)
that it will extend for a second time the expiration of its tender
offer for all outstanding Dana shares.

"On July 22, Dana's Board of Directors rejected ArvinMeritor's
offer after a thorough review and consultation with its legal and
financial advisors," said Bill Carroll, Acting President and Chief
Operating Officer.  "The Board concluded at that time that the
offer was a financially inadequate, high-risk proposal that was
not in the best interests of Dana or its shareholders, and nothing
has changed with respect to the offer since that time.  Dana's
restructuring and transformation efforts are producing results and
the Board believes that the company's ongoing strategy is a better
way to enhance value for our shareholders."

Dana Vice President and Chief Financial Officer Bob Richter noted,
"It is significant that in the nearly three months since
ArvinMeritor originally made this unsolicited offer, it has not
yet announced that it has the necessary financing for the
transaction.  In addition, the major antitrust challenges that
Dana's Board noted from the start were underscored by the 'second
request' issued by the FTC in early September.  Also, ArvinMeritor
is now talking about significant potential divestitures of the
combined company's commercial vehicle axle assets and other
businesses.  Significant divestitures of that nature would appear
to limit opportunities for synergies and change the strategic
premise for the transaction that ArvinMeritor originally proposed
to shareholders.  For all of these reasons, investors
understandably continue to question whether this deal makes
sense."

Dana's shareholders, and its customers, suppliers and employees,
are strongly advised to read carefully Dana's
solicitation/recommendation statement regarding ArvinMeritor's
tender offer, because it contains important information.  Free
copies of the solicitation/recommendation statement and the
related amendments, which have been filed by Dana with the
Securities and Exchange Commission, are available at the SEC's Web
site at http://www.sec.govor at the Dana Web site at  
http://www.dana.comand also by directing requests to Dana's
Investor Relations Department or Dana's information agent, D.F.
King & Co., Inc., at 1-800-901-0068.

Dana -- whose $250 million debt issue is rated by Standard &
Poor's at 'BB' -- is a global leader in the design, engineering,
and manufacture of value-added products and systems for
automotive, commercial, and off-highway vehicle manufacturers and
their related aftermarkets.  The company employs more than 60,000
people worldwide.  Founded in 1904 and based in Toledo, Ohio, Dana
operates hundreds of technology, manufacturing, and customer
service facilities in 30 countries.  The company reported 2002
sales of $9.5 billion.


DIRECTV LATIN: Wants Nod to Release Confidential Information
------------------------------------------------------------
Alfred Villoch, III, Esq., at Young Conaway Stargatt & Taylor
LLP, in Wilmington, Delaware, recalls that on September 9, 2003,
the Court allowed the disclosure of certain contractually
protected confidential information to the Creditors Committee's
legal and financial advisor.  Since then, DirecTV Latin America,
LLC determined that there are over 250 additional contracts by and
between the Debtor and certain programmers or other third-party
entities that contain confidential provisions similar to those
detailed in the Original Motion.  Indeed, all of the Contracts
allow its disclosure and information related thereto only with the
written consent of the other party or to the extent necessary to
comply with the law or a valid order of a court of competent
jurisdiction.

Mr. Villoch notes that the Debtor is in the process of developing
and presenting to the Committee its post-emergence business plan,
which will form the basis for a negotiated plan of
reorganization.  Pachulski, Stang, Ziehl, Young, Jones &
Weintraub P.C. requested disclosure of all agreements entered
into by the Debtor and its predecessors, local operating
companies or wholly owned affiliates.  Pachulski's request
includes the Contracts and other data related to the Contracts
that may fall within the confidential provisions of the Contracts
-- the Requested Information.  Pachulski asserts that this
Requested Information is essential to the evaluation of the
Debtor's proposed restructuring.

Mr. Villoch reports that the Debtor attempted by letter to secure
the written consent of each of the Affected Third Parties to the
restricted disclosure of the Requested Information to avoid
burdening the Court again on this matter.  However, even though
it had received written consent from a number of the Affected
Third Parties, not all consents haven been received to date.  
Moreover, there are at least three Affected Third Parties for
which the Debtor has no contact information and, despite its good
faith efforts, has been unable to uncover any contact
information.

Accordingly, the Debtor asks the Court to allow the limited
release, at its sole discretion, of certain contractually
protected confidential information to the Official Committee of
Unsecured Creditors' (a) counsel -- Pachulski, Stang, Ziehl,
Young, Jones & Weintraub PC; and (b) financial advisor -- Huron
Consulting Group, LLC.

The Debtor also asks Judge Walsh to:

   (1) require the disclosure to be made in strict compliance
       with the Non-Disclosure Agreement; and

   (2) find that the disclosure to Pachulski and Huron in
       accordance wit the terms of the Non-Disclosure Agreement
       is necessary to comply with a valid Court order and
       therefore is not in violation of the confidential
       provisions in the Contracts.

Mr. Villoch assures the Court that any disclosure of the
Requested Information will be in strict compliance with the
provisions of the Non-Disclosure Agreement between the parties,
including without limitation, access limited to specific
professionals. (DirecTV Latin America Bankruptcy News, Issue No.
13; Bankruptcy Creditors' Service, Inc., 609/392-0900)


ECHOSTAR COMMS: DBS Unit Completes $2.5-Bill. Sr. Note Offering
---------------------------------------------------------------
EchoStar Communications Corporation's (Nasdaq:DISH) subsidiary
EchoStar DBS Corporation closed its previously announced Rule 144A
offering of $2.5 billion aggregate principal amount of Senior
Notes.

EchoStar Communications Corporation (Nasdaq:DISH) (S&P/BB-
/Stable), through its DISH Network(TM), is the fastest growing
U.S. provider of satellite television entertainment services with
9 million customers. DISH Network delivers advanced digital
satellite television services, including hundreds of video and
audio channels, Interactive TV, digital video recording, HDTV,
international programming, professional installation and 24-hour
customer service. Headquartered in Littleton, Colo., EchoStar has
been a leader for 23 years in digital satellite TV equipment sales
and support worldwide. EchoStar is included in the Nasdaq-100
Index and is a Fortune 500 company. Visit EchoStar's Web site at
http://www.echostar.com


ELIZABETH ARDEN: Equity Sale Proceeds will Retire 11-3/4% Bonds
---------------------------------------------------------------
Elizabeth Arden, Inc. (NASDAQ: RDEN), a global prestige fragrance
and beauty products company, has filed with the Securities and
Exchange Commission a preliminary prospectus supplement to its
existing shelf registration statement relating to a proposed
underwritten public offering of 4,000,000 shares of its common
stock.

The aggregate amount of common stock consists of approximately
2,666,667 shares offered by the Company and approximately
1,333,333 shares offered by a selling shareholder, Unilever.
Unilever intends to convert approximately $16 million of
liquidation preference of its Series D Convertible Preferred Stock
into common stock to be sold in the offering. It is currently
anticipated that the underwriters will be granted an over-
allotment option by Unilever for an additional 600,000 shares.

The Company intends to use the net proceeds to redeem a portion of
its 11-3/4% Senior Secured Notes due 2011. The Company will not
receive any of the net proceeds from the sale of the shares by
Unilever.

Credit Suisse First Boston will be acting as the book running
manager for the offering. Morgan Stanley will be acting as a joint
lead manager and J. P. Morgan Securities Inc. and SunTrust
Robinson Humphrey will be acting as co-managers of the offering.

A shelf registration statement related to the foregoing has
previously been filed and declared effective by the Securities and
Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time that the prospectus
supplement and related prospectus are delivered in final form.

Copies of the preliminary prospectus supplement and related
prospectus may be obtained from Credit Suisse First Boston by
telephone request at 212-325-2580.

Elizabeth Arden (S&P, Corporate Credit and Senior Secured Ratings,
Stable Outlook) is a global prestige fragrance and beauty products
company. The Company's portfolio of leading brands includes the
fragrance brands Red Door, Elizabeth Arden green tea, 5th Avenue,
ardenbeauty, Elizabeth Taylor's White Diamonds, Passion and
Forever Elizabeth, White Shoulders, Geoffrey Beene's Grey Flannel,
Halston, Halston Z-14, Unbound, PS Fine Cologne for Men, Design
and Wings; the Elizabeth Arden skin care line, including Ceramides
and Eight Hour Cream; and the Elizabeth Arden cosmetics line.


ENVOY COMMS: Gets Additional Time Extension to Meet Nasdaq Rules
----------------------------------------------------------------
Envoy Communications (NASDAQ: ECGI/TSX: ECG) announced that the
Nasdaq Listing Qualifications Hearings Panel has granted Envoy a
further extension through December 1, 2003 to allow for further
developments in the U.S. Securities and Exchange Commission rule
making process.

Geoff Genovese, CEO of Envoy Communications Group said, "This
extension gives Envoy management further time to meet the minimum
bid requirement by increasing shareholder value through further
profitability, growth in revenues and other means that should
ultimately increase our share price. This is very good news for
our shareholders."

Envoy Communications Group (NASDAQ: ECGI/TSE:ECG) is an
international consumer and retail branding company with offices
throughout North America and Europe. For more information on Envoy
visit http://www.envoy.to

                          *   *   *

               Financial Condition and Liquidity

In its Form 10-Q filed on August 30, 2002, the Company reported:

"As at June 30, 2002 and September 30, 2001, the Company was not
in compliance with its covenant calculations under the terms of
its revolving credit facility in respect to 12 month earnings
before interest, taxes, deprecation and amortization.  The lenders
have the right to demand repayment of the outstanding borrowings.
Additional borrowings under the facility are subject to the
approval of the lenders.  The Company is continuing to have
discussions with its lenders regarding amendments to the terms of
the facility.

"The Company is considering all of the options available to it
to finance the amounts owing under the restructuring plans and
expected cash flow shortfalls in the next three months (or other
operating obligations). These options include additional debt or
equity financing under private placements, renegotiating its
bank facilities and the sale of some of its businesses. In
addition, management has made every effort to negotiate the
restructuring charges in such a way as to minimize short-term cash
requirements.

"The ability of the Company to continue as a going concern and to
realize the carrying value of its assets and discharge its
liabilities when due is dependent on the continued support of
its lenders and/or successful completion of the actions discussed
above.

"During fiscal 2001, the Company established an extendable
revolving line of credit under which it can borrow funds in either
Canadian dollars, U.S. dollars or U.K. pounds sterling, provided
the aggregate borrowings do not exceed $40.0 million Canadian.
Advances under the line of credit can be used for general purposes
(to a maximum of $2.0 million) and for financing acquisitions that
have been approved by the lenders. As at June 30, 2002,
approximately $9.8 million had been borrowed under the facility,
none of which was used for general corporate purposes.

"As at June 30, 2002 the Company had a working capital deficit of
$5.4 million compared with a working capital deficit of $430,000
at September 30, 2001. This working capital deficiency arises due
to the fact that the borrowings under the bank credit facility
must be classified as a current liability as a result of the
Company not being in compliance with its covenant calculations.
The decrease in working capital in this period was primarily the
result of the operating loss during the period.

"During the third quarter, the Company negotiated new repayment
terms for the Promissory Note due June 30, 2002.  The Promissory
Note is to be repaid in five monthly installments commencing
July 1, 2002 with interest on the principal balance charged at
8%.

"On April 29, 2002, the Company issued $1.8 million in convertible
debentures. The net proceeds from the sale of the debentures were
used for general working capital purposes to support the Company's
restructuring activities."


FURR'S RESTAURANT: Completes Asset Sale to Buffet Partners L.P.
---------------------------------------------------------------
Furr's Restaurant Group, Inc., completed the sale of substantially
all of its assets to Buffet Partners, L.P., effective
September 30, 2003.

The transaction is valued at approximately $29 million, consisting
of $25.8 million in cash and the assumption of certain
liabilities. Buffet has acquired and will operate 55 restaurants
in six southwestern and western states, along with Dynamic Foods,
a food preparation, processing and distribution division, located
in Lubbock, Texas. More than 3,000 company employees who work in
the restaurants, at Dynamic Foods and in administrative and
management roles have been employed by Buffet.

"This closing marks the successful conclusion of a turnaround and
sale process that began over a year ago," said William Snyder,
acting CEO of the company and a principal of Corporate
Revitalization Partners, L.L.C. of Dallas. "The company's
employees and management are to be congratulated for hanging in
there and making improvements in the business that no one thought
possible when we started. We are particularly appreciative of the
hard work Buffet put in to allow this transaction to close
successfully on time and at a fair value for the estate."

Snyder has been designated the company's corporate responsible
officer to complete the wind-down of its remaining assets and
liabilities.

"It was clear from an early point that Buffet saw a strategic
value in the Furr's restaurants, Dynamic Foods commissary
operation and prototype buffet restaurant in El Paso," said Mike
Tankersley, a partner at Bracewell & Patterson, L.L.P., the
company's counsel, in the transaction. "Their vision and purpose
provided the momentum that rallied the company's management,
secured lenders and unsecured creditors committee to carry this
complex transaction through more than the usual number of
obstacles. The company will now collect and dispose of its
remaining assets, pay the administrative claims incurred during
the bankruptcy proceedings and complete its dissolution by the end
of the year."

The company, together with Cafeteria Operators, L.P. and its other
subsidiaries, filed its voluntary petition in the U.S. Bankruptcy
Court for the Northern District of Texas in Dallas on January 6,
2003. The Bankruptcy Court confirmed the company's Amended and
Restated Plan of Reorganization providing for the sale to Buffet
on July 17, 2003. The company was advised by Craig Noell and Matt
Sodl of Murphy Noell Capital LLC, a Westlake Village, Calif.-based
investment banking firm, in its negotiations with Buffet.

Pursuant to the company's Plan of Reorganization, unsecured
creditors will share in $1.7 million distributed to a trust for
their benefit, along with any proceeds realized by the trust from
various bankruptcy causes of action. The balance of the proceeds
of the sale to Buffet and the disposition of residual company
assets will be paid to the company's senior secured lenders. The
trustee of the unsecured creditors trust will be William Kaye with
JLL Consultants. The unsecured creditors committee was represented
by Holland O'Neil with the law firm of Gardere Wynne Sewell, LLP.
Fleet National Bank and the company's secured lenders were
represented by William Wallander and James Markus with the law
firm of Vinson & Elkins, LLP.

Buffet Partners L.P. is a newly organized company affiliated with
the Private Equity Group of Cardinal Investment Company, Inc.
(Cardinal). Cardinal is an investment firm founded in 1974 and is
based in Dallas. Its mission is to successfully invest the capital
of the firm's partners and their associates. Cardinal invests in a
wide range of public and private securities utilizing a team of
professionals dedicated to each market. Its current and former
investments in the retail and restaurant industries include Cafe
Express, Restoration Hardware, DF&R Restaurants (d/b/a Don Pablo's
and Harrigan's) and Ace Cash Express.


FURR'S RESTAURANT: Buffet Acquisition Positions Chain for Growth
----------------------------------------------------------------
With the purchase of Furr's Restaurant Group from the bankruptcy
court complete on September 30, the new owners at Buffet Partners,
L.P., are all about growth.

"We see tremendous opportunity in the equity and heritage of the
Furr's brand and we're eager to begin anew with this great group
of people," Ray Hemmig, Chairman of Buffet Partners said. Hemmig
noted that the Furr's system, which now consists of 55 units in
six states and three Stevie B's Southern Buffets in Central
Florida, has already begun improving its monthly same store sales
and guest counts as a more compact chain with a greater focus on
store operations and quality. "The value provided to the customer
in the Furr's chain is hard to beat, and the current positive
trend in same store sales gives us great confidence for future
growth in the industry segment," he added.

One of the keys to the company's recent success is the strong
performance of Dynamic Foods, located in Lubbock, Texas, the
company-owned "quick scratch" processing system that was acquired
along with the chain in the purchase, according to Hemmig. He said
the proven ability of Dynamic's management team to deliver high
quality food along with production run cost savings would continue
to be a critical competitive advantage for the chain. "Dynamic
Foods has an added advantage of excess capacity that allows it to
provide high quality products to other customers outside the
Furr's chain. It currently sells a variety of food products to a
number of well-known food service operations."

Furr's new Chief Executive Officer, Steve Barnhill, said that his
personal challenge will be to apply his 25 years of restaurant
operations experience to help the current team of more than 3,000
employees achieve even greater levels of guest satisfaction.
Barnhill has recently relocated to Furr's Richardson, Texas
headquarters from Florida to direct the new company, and has
folded his previous chain into Buffet Partners, L.P. "I am excited
to be a part of Buffet Partners, L.P. and to continue the food
service excellence that is so much of the Furr's legacy."

Barnhill will be leading the charge to grow the company's scatter-
bar buffet concept. Plans are currently underway to rebuild Furr's
McAllen, Texas unit, which was damaged earlier this year in a
lightning storm. The new unit will closely follow the El Paso,
Texas Furr's Family Buffet prototype that the company developed in
2000. "The buffet food delivery system is a proven, efficient
store model that has shown strong customer acceptance and is a
great strategy for the company to expand," added Barnhill, who has
significant experience in this mode of operation.

Also joining the Buffet Partners, L.P. team is Monty Standifer,
serving as its executive vice president. "Monty brings an
impressive 40 years of finance and executive experience to round
out our new management group," said Hemmig. Standifer has most
recently served as the senior vice president and CFO of Gadzooks,
where he was the key financial officer in the growth of that firm
from 1992 to 1999. He has also served in the lead financial
executive roles in AmeriServ Food Company, BizMart and Tandy
Corporation.

Standifer said that with the company's new business partners, the
chain is well capitalized to take advantage of growth for each of
its brands. "We are proud to bring some new financial strength to
this great brand, and I am particularly happy to have the powerful
support of Cardinal Investment Company of Dallas, and a new credit
facility with Wells Fargo Foothill and Chatham Capital."

Growing restaurants in this segment of the restaurant industry is
familiar territory for Barnhill, who founded Barnhill Country
Buffet in 1991. Nation's Restaurant News recognized the chain as
one of the "50 Powerhouse Chains" in 2002.

Hemmig also brings with him over 30 years of retail and restaurant
experience in operations, marketing and senior management for
brands such as J.C. Penney, Hickory Farms, Grandy's, On The
Border, Restoration Hardware, Party City and Ace Cash Express,
among others. He also is an active investor and principal of
Retail & Restaurant Growth Capital, L.P.

Buffet Partners L.P. is committed to Furr's 56-year history of
providing exceptional value and satisfying dining experiences.
With the addition of Stevie B's Southern Buffets, the company will
serve homestyle fare in seven states in the Midwest and Southwest
U.S. and Florida.


GEORGIA-PACIFIC: Will Publish Third-Quarter Results on Oct. 16
--------------------------------------------------------------
Georgia-Pacific Corp. (NYSE: GP) will announce third quarter 2003
earnings results Oct. 16, prior to market opening.

Following the release of results, Georgia-Pacific management will
participate in a live audio Webcast and conference call beginning
at 11 a.m. Eastern time.

To access the Webcast, visit http://www.gp.com/investoron Oct. 16  
and follow the link.  The Webcast will contain a supplemental
presentation and also will be available for download.

Call participants may dial toll-free (800) 305-3098 or (706) 634-
1141 for international callers.  No password is needed for this
call.  Please allow ample time to access the conference call and
Webcast.

Replay of the conference call will be available until 5 p.m.
Eastern time, Nov. 14, by calling toll-free (800) 642-1687 or
(706) 645-9291 for international callers.  Please reference
conference ID number 2962706 when accessing the audioconference
replay.  The replay also will be available on the Investor
Information section of Georgia-Pacific's Web site at
http://www.gp.com/investor

Headquartered at Atlanta, Georgia-Pacific (S&P, BB+ Corporate
Credit Rating, Negative) is one of the world's leading
manufacturers of tissue, packaging, paper, building products, pulp
and related chemicals.  With 2002 annual sales of more than $23
billion, the company employs approximately 61,000 people at 400
locations in North America and Europe.  Its familiar consumer
tissue brands include Quilted Northern(R), Angel Soft(R),
Brawny(R), Sparkle(R), Soft 'n Gentle(R), Mardi Gras(R), So-
Dri(R), Green Forest(R) and Vanity Fair(R), as well as the
Dixie(R) brand of disposable cups, plates and cutlery.  Georgia-
Pacific's building products distribution segment has long been
among the nation's leading wholesale suppliers of building
products to lumber and building materials dealers and large do-it-
yourself warehouse retailers.  For more information, visit
http://www.gp.com


HAYES LEMMERZ: Fred Bentley Named European Wheel Group President
----------------------------------------------------------------    
Hayes Lemmerz International, Inc. (OTC: HAYZ) announced that Fred
Bentley succeeds Giancarlo Dallera, who has retired, as President
of Hayes Lemmerz' European Wheel Group, effective October 1, 2003.  
Mr. Bentley will report directly to Curtis Clawson, Hayes Lemmerz'
Chairman of the Board and Chief Executive Officer.

Mr. Bentley, 38, joined Hayes Lemmerz in 2001 as President of the
Commercial Highway and Aftermarket Group, with manufacturing
operations in Akron, Ohio, Berea, Kentucky, Chattanooga,
Tennessee, and Mexico City, Mexico. Mr. Bentley will have overall
responsibility for the European Fabricated Wheel and the European
Cast Aluminum Wheel businesses, and for wheel operations in
Brazil, South Africa, Thailand, Turkey, and India.

Prior to joining Hayes Lemmerz, Mr. Bentley was located in
Manchester, England and was Managing Director for Honeywell's
Consumer Products Group-European and South Africa Automotive
Aftermarket Operations. Before that, Mr. Bentley successfully led
operations for AlliedSignal as General Manager-Heavy Duty and
Plant Manager in both Greenville, Ohio and Clearfield, Utah and
achieved significant performance improvements at those facilities.  
Earlier in his career, Mr. Bentley held several different
positions in operations at Frito Lay.  Throughout Mr. Bentley's
career, he has a demonstrated track record of achieving positive
results and developing strong teams.

Mr. Bentley earned his Bachelor of Science degree in Industrial
Engineering from the University of Cincinnati, in Ohio, has an MBA
from the University of Phoenix and is also trained as a Six Sigma
Black Belt.  Mr. Bentley also successfully completed Harvard
University's Advanced Management Program.
    
Mr. Dallera, 57, has been an important part of Hayes Lemmerz'
success and growth since he joined the Company as President of the
European Cast Wheel operations in 1985.  In 1996, Mr. Dallera
assumed management responsibilities of the Company's Autokola
joint venture in the Czech Republic, in addition to continued
management responsibilities of the Italian and Spanish operations.
In 1997, after the acquisition of  Lemmerz Holding, Mr. Dallera
continued to serve as President of Hayes Lemmerz' European Cast
Wheel Business Unit.  In February 2000, Mr. Dallera was appointed
President of the European Wheel Group.  He had overall
responsibility for the European Fabricated and Aluminum Wheel
businesses, and for wheel operations in Brazil, South Africa,
Thailand, Turkey, Japan, and India.

In making the announcement, Mr. Clawson said, "Throughout
Giancarlo's 18-year tenure, he has made significant contributions
to the Company and has done an incredible job of growing the
European wheel business.  He has been an integral part of Hayes
Lemmerz' success and we will miss him, both as a person and as a
businessman."  Mr. Clawson added, "Fred's career in the automotive
industry and strong educational background will ensure continuity
and provide a smooth transition to our many customers and vendors.  
We believe that Fred and his team will build on Giancarlo's
success to propel the growth of the Hayes Lemmerz European Wheel
Group."

Hayes Lemmerz International, Inc. is a leading global supplier of
automotive and commercial highway wheels, brakes, powertrain,
suspension, structural and other lightweight components.  The
Company has 43 plants, 3 joint venture facilities and 11,000
employees worldwide.


HEALTHSOUTH: Makes Semi-Annual Interest Payments to Bondholders
---------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) has paid
approximately $39.8 million in semi-annual interest payments to
its bondholders. This amount represents all interest due and
payable on October 1, 2003. The Company said it presently intends
to remain current on all upcoming interest payments.

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.


HOVNANIAN: Fitch Assigns Initial BB+ Sr. Unsecured Debt Rating
--------------------------------------------------------------
Fitch Ratings initiates ratings on Hovnanian Enterprises, Inc.
(NYSE:HOV).

Fitch assigns a 'BB+' rating to the senior unsecured debt. The
rating applies to approximately $390 million in outstanding senior
notes, Hovnanian's $165 million term loan as well as the company's
revolving credit agreement. A rating of 'BB-' has been assigned to
the company's outstanding $300 million senior subordinated notes.
The Rating Outlook is Stable.

Ratings for Hovnanian are based on the company's successful
execution of its business model, conservative land policies and
geographic, price point and product line diversity. The company
has been an active consolidator in the homebuilding industry which
has led to above average growth during the past six years, but has
kept debt levels somewhat higher than its peers. Management has
also exhibited an ability to quickly and successfully integrate
its acquisitions. In any case, now that the company has reached
current scale there may be less use of acquisitions going forward
and acquisitions are likely to be smaller relative to Hovnanian's
current size.

Risk factors include the inherent (although somewhat tempered)
cyclicality of the homebuilding industry. The ratings also
manifest the company's aggressive, yet controlled growth strategy
and Hovnanian's capitalization and size.

The company's EBITDA and EBIT to interest ratios tend to be
similar to the average public homebuilder, while inventory
turnover tends to be moderately stronger. Hovnanian's leverage is
somewhat higher and debt to EBITDA ratio is slightly below the
averages. Although the company has certainly benefited from the
generally strong housing market of recent years, a degree of
profit enhancement is also attributed to purchasing design and
engineering, access to capital and other scale economies that have
been captured by the large national and regional public
homebuilders in relation to non-public builders. These economies,
the company's presale operating strategy and a return on equity
and assets orientation provide the framework to soften the margin
impact of declining market conditions in comparison to previous
cycles. Hovnanian's ratio of sales value of backlog to debt during
the past few years has ranged between 1.2 times to 1.9x and is
currently 1.9x - a comfortable cushion.

Hovnanian employs quite conservative land and construction
strategies. The company typically options or purchases land only
after necessary entitlements have been obtained so that
development or construction may begin as market conditions
dictate. Hovnanian extensively uses lot options. The use of non-
specific performance rolling options gives the company the ability
to renegotiate price/terms or void the option which limits down
side risk in market downturns and provides the opportunity to hold
land with minimal investment. At present 74.5% of its lots are
controlled through options - a higher percentage than most public
builders. Total lots, including those owned, were 69,623 at July
31, 2003. This represents a 6.3 year supply based on current
production rates. However, the company has one of the lowest owned
lot positions in the industry, Typically owning only a one to two
year supply. An estimated 85%-90% of its homes are pre-sold. The
balance are homes under construction or homes completed in advance
of a customer's order.

Fitch estimates that in recent years at least half of Hovnanian's
growth has resulted from a series of acquisitions (eleven during
the past six years). The acquisitions have enabled the company to
build its position, often broadening product and customer bases in
existing markets. They have also enabled the company to enter new
markets. The combinations typically were funded by debt and to a
lesser degree by stock. At times there were earn-outs which
reduced risk and served to retain key management. In the future
Hovnanian's acquisition strategy will focus on purchasing smaller
builders and land portfolios in current markets and on making
selected acquisitions in new markets if there is a good strategic
fit and appropriate returns can be achieved. The key analysis will
be return on capital as to whether an acquisition will be
executed. Fitch believes that management would balance debt and
stock as acquisition currency to maintain current credit ratios.

Hovnanian maintains a $590 million revolving and letter of credit
facility, all of which was available at the end of the third
quarter. The revolving credit agreement matures in July 2006. The
company has irregularly purchased moderate amounts of its stock in
the past. Share repurchase authorization of 1.14 million shares
remains.


IMC HOME: S&P Hatchets Rating on Class B Certificates to BB
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
B mortgage backed certificates issued by IMC Home Equity Trust
1998-1. In addition, ratings are affirmed on the remaining classes
from the same series.
     
The lowered rating is a result of insufficient credit enhancement
to support the previously assigned rating due to negative
collateral performance. Currently, the class B certificates have
credit support of 4.23%, which is only 68% of the original credit
support required for the 'BBB-' rating. The current credit support
level is more reflective of a 'BB' rating. In the past six months,
losses have, on average, surpassed excess interest by 41%. In
addition, serious delinquencies (90-plus days, foreclosure, and
real estate owned) have averaged 24.04% over the same six-month
period. Due to these high levels of delinquencies, the loss trend
is expected to continue in the near term.
     
Due to the performance of this pool of mortgage loans, Standard &
Poor's will continue to monitor IMC Home Equity Trust 1998-1 on a
monthly basis to ensure that the assigned ratings accurately
reflect the risks associated with this security.
     
The affirmed ratings reflect sufficient levels of credit support
to maintain the current ratings, despite the high delinquencies.
The ratio of current credit support to original credit support
ranges from 1.68x to 2.32x on the remaining certificates.
     
The underlying collateral for this transaction are fixed-rate,
first- and second-lien mortgages on one- to four-family
residential properties.
   
                        RATING LOWERED
   
                  IMC Home Equity Trust 1998-1
                 Home equity loan pass-thru certs
   
                                Rating
                    Class   To          From
                    B       BB          BBB-
   
                      RATINGS AFFIRMED
   
                  IMC Home Equity Trust 1998-1
                 Home equity loan pass-thru certs
   
                    Class           Rating
                    A-4, A-5, A-6   AAA
                    M-1             AA
                    M-2             A


IMPATH INC: Has Until December 15 to Complete and File Schedules
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Impath, Inc., and its debtor-affiliates an extension to file
their schedules of assets and liabilities, statements of financial
affairs and lists of executory contracts and unexpired leases
required under 11 U.S.C. Sec. 521(1).  The Debtors have until
December 15, 2003, to file these financial disclosure documents.  

Headquartered in New York, New York, Impath Inc., together with
its subsidiaries, is in the business of improving outcomes for
cancer patients by providing patient-specific diagnostic and
prognostic services to pathologists and oncologists, providing
products and services to biotechnology and pharmaceutical
companies, and licensing software to hospitals, laboratories, and
academic medical centers. The Company filed for chapter 11
protection on September 28, 2003 (Bankr. S.D.N.Y. Case No. 03-
16113).  George A. Davis, Esq., at Weil, Gotshal & Manges, LLP
represents the Debtors in their restructuring efforts.  When the
Company filed for protection from its creditors, it listed
$192,883,742 in total assets and $127,335,423 in total debts.


INTERSTATE BAKERIES: Will Close Grand Rapids, Michigan Facility
---------------------------------------------------------------
Interstate Bakeries Corporation (NYSE:IBC) announced plans to
close its bread and roll bakery in Grand Rapids, Mich.

The closing, scheduled for December 3, 2003, will affect 160
employees.

Production from the Grand Rapids bakery, which primarily bakes
bread and rolls under the Wonder, Butternut and Home Pride brand
names, will be transferred to IBC's bakeries in Columbus, Defiance
and Northwood, Ohio; Indianapolis, Ind.; and Hodgkins, Ill.
Distribution of IBC products to food stores in Grand Rapids and
other markets will not be affected.

"The decision to close the Grand Rapids bakery was difficult. Our
employees there have been solid contributors and we appreciate
their efforts," said James R. Elsesser, IBC's Chief Executive
Officer. "However, companywide we are consolidating operations and
seeking production efficiencies. The Grand Rapids plant, which we
acquired in 1972, is not as efficient as some of our other
facilities, and it cannot be economically updated. As a result, we
concluded that it was best for the company to close the facility."

Most employees affected by this decision are represented by the
United Dairy, Bakery and Food Workers Local Union #386 of the
Retail, Wholesale and Department Store Union. Severance
arrangements for these employees will be guided by IBC's
agreements with this union.

Interstate Bakeries Corporation (S&P, BB Corporate Credit and
Senior Secured Bank Loan Ratings, Negative) is the nation's
largest wholesale baker and distributor of fresh baked bread and
sweet goods, under various national brand names including Wonder,
Hostess, Dolly Madison, Merita and Drake's. The Company, with 58
bread and cake bakeries located in strategic markets from coast-
to-coast, is headquartered in Kansas City, Missouri.


INTRAWEST CORPORATION: US$350 Mill. Unsecured Notes Rated at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
unsecured debt rating to ski resort operator Intrawest Corp.'s
US$350 million 7.50% unsecured senior notes due Oct. 15, 2013. At
the same time, the 'BB-' long-term corporate credit rating on
Intrawest was affirmed. The outlook is positive.

The proceeds from this issue are intended to finance a tender
offer to purchase US$200 million of existing 9.75% senior
unsecured notes that became redeemable on Aug. 15, 2003. In
addition, Intrawest intends to pay down other corporate debt with
the remaining proceeds after all costs of about US$132.6 million.
The offer to purchase the notes outstanding is subject to
completion of the new issue.
     
The ratings on Vancouver, B.C.-based Intrawest reflect the
cyclical and seasonal resort business, an aggressive financial
policy, and continued uncertainty in travel patterns. These
weaknesses are offset by Intrawest's leading position and
successful track record in owning, operating, and developing
village-centered destination resorts across North America; the
maturing of the portfolio of resorts into a less capital-intensive
stage; and the company's disciplined resort real estate
development strategy.

"Intrawest's business strategy is sound, with a portfolio of well-
positioned resorts and resort accommodation developments that are
supported by a strong sales and marketing team," said Standard &
Poor's credit analyst Ron Charbon. The company has reduced
weather-related risk by diversifying its operations among various
geographic markets, offering a variety of leisure activities in a
resort village atmosphere. Skier visits are supported by each
resort's inventory of "warm beds" and locations that are in close
proximity to major population centers. Having completed the
majority of the significant capital expenditures required to
develop its resort portfolio, Intrawest is now able to focus
increasingly on its sales and marketing system to further develop
its reputation as a premier resort operator.
     
There are a number of external and uncontrollable risks that
create ongoing challenges for Intrawest's resort business. Reduced
air travel across North America remains a concern for the leisure
industry, which is heavily reliant on discretionary consumer
expenditures. Geopolitical uncertainties and continued economic
sluggishness continue to dampen consumer spending. Finally,
weather variability provides uncertainty in resort performance.
     
The effect of the new issue on Intrawest's coverage measures is
slightly positive, given the roughly 225 basis point differential
in interest costs. Standard & Poor's pro forma interest coverage
is expected to improve slightly to 1.84x from 1.77x. Total debt to
EBITDA is expected to rise marginally to 6.0x from 5.9x as
approximately US$17.4 million of additional debt is added.
Intrawest's level of secured debt is still high and Standard &
Poor's will continue to distinguish (via one notch) between the
corporate credit rating and the senior unsecured debt rating.

The positive outlook reflects the longer term performance
prospects in the company's credit measures as the portfolio of ski
resorts improves its cash flow, the heavy capital investment
period in the resorts is completed, and the debt reduction program
is executed. Intrawest has a successful record in its resort real
estate business, which continues to have strong prospects.


ITEX CORP: Completes Sale of Sacramento Trade Office for $800K
--------------------------------------------------------------
ITEX Corporation, (OTCBB:ITEX) a leading business services and
payment systems company, has completed the sale of its corporate-
owned trade office located in Sacramento, California. The signing
of a Letter of Intent was previously announced on September 22.

               Sale of Corporate-Owned Office

Direct Business Exchange of California, Inc., a newly-formed
company owned by Ms. Kristen Feuz, is the purchaser of the
Sacramento corporate-owned office. Ms. Feuz had been employed by
ITEX since 1993. The purchase price was $800,000, with a $100,000
cash down payment. The balance of the purchase price is payable
over seven years. The Sacramento trade office will continue
operations under a franchise agreement. ITEX retained ownership of
the client base and will continue to recognize revenue from the
operation. Ms. Feuz has offered employment to the existing
employees of the office and will retain office space in its
current location.

After the sale to Ms. Feuz, ITEX will have two corporate-owned
offices in Seattle, Washington and Vancouver, British Colombia.
The Company has not determined whether the remaining offices will
be sold, but is considering various options. ITEX has an overall
Independent Broker Network of approximately 70 offices in the
United States and Canada.

Steven White, Chairman of the Board stated, "A leading factor in
the sale was execution of the ITEX business model which is to
support the Broker Network and not to compete with it. Another
factor was reducing corporate overhead. Both of these goals have
been accomplished."

Mr. White further stated, "Ms. Feuz has a broad range of knowledge
and experience in working with the ITEX Broker Network and the
clients she will manage. Ms. Feuz has demonstrated a high level of
dedication and devotion to ITEX and the clients she served
throughout her tenure as a senior employee. We welcome Ms. Feuz's
desire and ambition to reach new milestones with her new office."

Ms. Feuz commented, "By providing superior customer service to
over 700 Sacramento clients I am returning home to my passion;
working inside an independent ITEX broker office. I look forward
to instilling the spirit of entrepreneurship to drive the local
trade volume and new member sales. I am very excited to become a
key player in the ITEX broker network."

Founded in 1982, ITEX Corporation -- http://www.itex.com-- is a  
business services and payment systems company processing over
$150,000,000 a year in transactions between member businesses.
ITEX assists its member businesses to increase sales, open new
markets and utilize the full business capacity of their
enterprises by providing a private currency through the company's
broker network and client base.

                         *     *     *

In its Form 10-QSB filed with the Securities and Exchange
Commission, ITEX Corporation reported (all amounts are expressed
in thousands of US$):

          Results for the Nine Months Ended April 30, 2003

"During the first nine months of fiscal 2003, we funded our
activities through operations. At April 30, 2003, we had
approximately $327 in cash and cash equivalents. We operate using
four week billing and payroll cycles. The timing difference
between the four week cycles and our reporting periods causes
fluctuations in cash, accounts receivable and broker commissions.
Cash and accounts receivable are primarily affected by the autopay
runs created from clients who have allowed us to retain their
credit card or checking account information. If an autopay run
falls near the end of a reporting period, it is likely our cash
balance will be higher and accounts receivable lower. Likewise,
if the autopay run falls subsequent to the reporting period, our
cash balance will be lower and accounts receivable higher.
Similarly, the timing of payroll, based on four week cycles, will
affect the balance in broker commissions payable.

"During the nine months ending April 30, 2003, we received net
cash from our operating activities of $199 as compared to net cash
used in operating activities of $360 for the nine months ending
April 30, 2002. The increase in net cash provided by our operating
activities is largely due to the significant decrease in operating
expenditures.

"During the nine months ending April 30, 2003, we received net
cash from investing activities of $26, resulting from proceeds
received from the sale of regional offices of $49, offset by the
purchase of fixed assets of $23. During the nine months ending
April 30, 2002, we reported net cash provided by investing
activities of $28, resulting from proceeds received from the sale
of securities of $56, offset by the purchase of fixed assets of
$28.

"During the nine months ending April 30, 2003, the net cash
provided by our financing activities was $5, resulting from the
exercise of stock options, compared to net cash used in financing
activities for the nine months ended April 30, 2002 of $372
related to payments made to Network Commerce for the purchase of
Ubarter.com during the previous fiscal year.

"During the nine months ending April 30, 2003 there was net cash
provided from the effective exchange rate on cash and cash
equivalents of $7 which did not exist in the prior fiscal year.

"At April 30, 2003, our working capital deficit was $732 compared
to a deficit of $1,328 at July 31, 2002. Management continues to
reduce overhead costs through increased operating efficiencies. In
addition, by divesting the corporate offices, as outlined in the
revenue section above, ITEX expects to yield additional cost
savings, which management believes will streamline operations and
save the company close to $1 million in overhead per year.
Reduction of overhead includes corporate savings with smaller
headcount and fewer office leases. In addition, by financing the
sale of the existing corporate stores, the company expects to be
able to realize an additional positive impact to earnings over the
next five years. At April 30, 2003, stockholders' equity increased
to $277 from $40 at July 31, 2002 primarily resulting from our net
income of $139 in the first nine months of fiscal 2003."


KB HOME: Declares Quarterly Cash Dividend Payable on November 26
----------------------------------------------------------------
The board of directors of KB Home (NYSE: KBH) has declared a
quarterly cash dividend of seven and one-half cents ($.075) per
share on the company's Common Stock, payable on November 26, 2003
to shareholders of record on November 12, 2003.

KB Home (Fitch, BB- Senior Subordinated and BB+ Senior Unsecured
Debt Ratings, Stable) is one of America's largest homebuilders
with domestic operating divisions in the following regions and
states: West Coast -- California; Southwest -- Arizona, Nevada and
New Mexico; Central -- Colorado and Texas; and Southeast --
Florida, Georgia and North Carolina.  Kaufman & Broad S.A., the
Company's majority-owned subsidiary, is one of the largest
homebuilders in France.  In fiscal 2002, the Company delivered
25,565 homes in the United States and France.  It also operates KB
Home Mortgage Company, a full-service mortgage company for the
convenience of its buyers.  Founded in 1957, KB Home is a Fortune
500 company listed on the New York Stock Exchange under the ticker
symbol "KBH."  For more information about any of KB Home's new
home communities, visit the Company's Web site at
http://www.kbhome.com   


KELLSTROM: Delaware Court Confirms Joint Reorganization Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
KI-1, Inc., formerly known as Kellstrom Industries, Inc.'s Amended
Joint Plan of Reorganization after finding that the Plan complies
with each of the 13 standards articulated in Section 1129 of the
Bankruptcy Code:

      (1) the Plan complies with the Bankruptcy Code;
      (2) the Debtors have complied with the Bankruptcy Code;
      (3) the Plan was proposed in good faith;
      (4) all plan-related cost and expense payments are
          reasonable;
      (5) the Plan identifies the individuals who will serve as
          officers and directors post-emergence;
      (6) all regulatory approvals that are necessary have been
          obtained or are respected;
      (7) creditors receive more under the plan than they would
          in a chapter 7 liquidation;
      (8) all impaired creditors have voted to accept the Plan,
          or, if they voted to reject, then the plan complies
          with the absolute priority rule;
      (9) the Plan provides for full payment of Priority Claims;
     (10) at least one non-insider impaired class voted to
          accept the Plan;
     (11) the Plan is feasible and confirmation is unlikely to
          be followed by a liquidation or need for further
          financial reorganization;
     (12) all amounts owed to the Clerk and the U.S. Trustee
          will be paid; and
     (13) Section 1129(a)(13) of the Bankruptcy Code is
          inapplicable to these Chapter 11 cases.

As of the Confirmation Date and the Effective Date, the assets of
the estates shall be transferred to the KI Liquidating Trust and
the Class 1 Trust.

KI-1, Inc., formerly known as Kellstrom Industries, Inc., a leader
in the aviation inventory management industry filed for chapter 11
protection on February 20, 2002 (Bankr. Del. Case No. 02-10536).  
Domenic E. Pacitti, Esq., at Saul Ewing LLP represents the Debtors
in their restructuring efforts. When the Company filed for
protection from its creditors, it listed $371,249,106 in total
assets and $402,400,477 in total debts.


KINGSWAY FINANCIAL: Completes Trust Preferreds Private Placement
----------------------------------------------------------------
Kingsway Financial Services Inc. (TSX:KFS, NYSE:KFS) has completed
a private placement of trust preferred securities of approximately
US$10 million in 30-year floating rate trust preferred securities,
with net proceeds of approximately US$9.7 million.

The net proceeds of the offering will be used to provide
additional capital to Kingsway's subsidiaries to support the
growth of our business and for general corporate purposes, which
may include the repayment of existing credit facilities.

The trust preferred securities have not been registered under the
United States Securities Act of 1933 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.

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

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


KINGSWAY FINANCIAL: Makes Executive Appointments in Two Units
-------------------------------------------------------------
William G. Star, President & Chief Executive Officer of Kingsway
Financial Services Inc. (NYSE:KFS, TSX:KFS) announced the
appointments of John McGlynn to President and Chief Executive
Officer of Kingsway General Insurance Company and Roger Beck as
President and Chief Executive Officer of American Country
Insurance Company.

Mr. McGlynn brings over 20 years of insurance experience to his
new position. Most recently he was Vice President, Finance of
Kingsway Financial Services Inc. Prior to joining Kingsway, Mr.
McGlynn was President & Chief Operating Officer of an Ontario
based property and casualty insurer and held various executive
positions within the property and casualty industry in Canada, the
United States and Europe.

Mr. Beck brings over 15 years of insurance experience to his new
role at American Country. Most recently Mr. Beck was Vice
President of Lincoln General responsible for pricing and audit.
Prior to joining Lincoln General, Mr. Beck held various managerial
positions in marketing, underwriting, pricing and product
management with major U.S. based property and casualty insurers.

"I am pleased to announce these well deserved promotions for John
and Roger", said Bill Star, President & CEO. "I am confident that
they will bring their extensive knowledge, expertise and
leadership skills to their new roles. It is particularly pleasing
to be able to announce these internal promotions from within the
Kingsway group, recognizing the depth of executive talent at our
disposal."

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


LAIDLAW INC: LTI Unit Asks Court to Disallow $8-Mill. IRS Claim
---------------------------------------------------------------
On December 6, 2001, the Internal Revenue Service filed Claim No.
907 against Laidlaw Transportation, Inc. for $372,604,887,
representing taxes and interest allegedly owed under LTI's 1997
through 2000 tax years.  The IRS had since amended its proof of
claim on five occasions, ultimately resulting in the current IRS
Claim for $8,022,036 -- $742,705 for tax and $7,279,331 for
interest, based only on the 1997 tax year:

Claim
No.     Date Filed   Tax Yr.     Tax Amount     Interest Amount
-----    ----------   --------    ----------     ---------------
944      12/18/01    1997-2000  $306,842,059      $68,993,717
954      04/11/02    1997         97,374,796       34,135,851
956      08/29/02    1997         53,847,179       18,876,746
963      10/28/02    1997          1,625,667       10,884,128
964      03/06/03    1997            742,705        7,279,331

LTI, as the common parent of a consolidated group of Laidlaw
Companies that are U.S. corporations and that file a consolidated
income tax return for U.S. federal income tax purposes, has spent
enough time talking to the IRS about its claims and now turns to
the Bankruptcy Court for a final resolution of how much the
Company owes the Government on account of old taxes.  

Gary Graber, Esq., at Hodgson Russ, LLP, in Buffalo, New York,
argues that the IRS is wrong about the substantive determination
on which its entire claim hinges.  The IRS Claim turns on the
circumstances of a transaction that occurred in August 1994.
At that time, Mr. Graber recounts, Laidlaw Inc. caused one of its
Barbados affiliates to transfer shares of ADT, Ltd., a publicly
traded corporation, to LTI to increase LTI's equity, and thereby
increasing its borrowing capacity.  

Because the ADT stock was transferred from one corporation under
LINC's control to another, no gain or loss was recognized by any
party to the transaction, as expressly provided under Section 351
of the Internal Revenue Code.  It is not disputed that this was
the proper treatment under Section 351.  Consistent with Section
351, LTI's basis in the ADT stock was the same as the basis of
the stock in the hands of the transferor.

Mr. Graber points out that the IRS now wants to override this
treatment by relying on a different provision -- Section 482 of
the Internal Revenue Code -- which allows the IRS to allocate
income between controlled corporations to prevent evasion of
taxes, or clearly reflect income.  However, Mr. Graber argues
that neither condition is met here.

To invoke Section 482 under a tax evasion theory, Mr. Graber
notes that the IRS must show that:

   (a) the transfer was prompted by tax rather than business
       motives; or

   (b) at the time of the transfer, there was a plan to sell the
       ADT shares.

Mr. Graber tells the Court that LINC had a valid, non-tax
business purpose for having the ADT stock transferred to LTI --
to reduce LTI's debt-to-equity ratio and thereby increase LTI's
borrowing capacity.  Indeed, LINC caused a substantial amount of
other ADT stock that it owned to be transferred to one of its
other affiliates for the same business purpose -- to increase
that affiliate's equity capital.  By any conventional measure,
bolstering an affiliate's borrowing capacity is a valid business
purpose.

Moreover, there was no plan to sell the ADT stock at the time of
the transfer.  Indeed, a sale was improbable at that time.  As a
practical matter, Mr. Graber notes that the large block of ADT
stock transferred to LTI could not be sold on the open market,
and there was no reason to believe that there were any private
buyers for it.  Thus, since there was a valid business purpose
for the transfer of the ADT stock to LTI and no plan to sell the
stock at the time it was transferred, the IRS may not invoke
Section 482 under a tax evasion theory.

Furthermore, Mr. Graber tells the Court that there was no
distortion of income as a result of the ADT stock transfer.  For
a distortion of income to exist in the absence of any tax
evasion, the IRS must show that the ADT stock transfer resulted
in a mismatching of income and expenses, or improper "transfer
pricing" in connection with a transaction between related
parties.  However, Mr. Graber asserts that neither of these
predicates exists in connection with the ADT stock transfer, nor
does the IRS allege that they exist.

Therefore, Mr. Graber asserts, the IRS's contrary position is
without support.  The IRS attempts, but ultimately fails, to show
a "taint" of tax avoidance.  The tax avoidance theory is
multi-faceted and highly complex.  According to the IRS, LINC had
the ADT shares transferred to LTI not to bolster LTI's borrowing
capacity, but as part of a plan (a) to have LTI hold the shares
for nearly a year and a half; (b) then to sell them at a loss;
(c) then, after yet another year had passed, to sell one of LTI's
divisions at a gain; (d) then to offset that gain with the
earlier loss; and (e) finally, through that offset, to avoid
paying taxes on the gain.

The IRS's theory is based entirely on hindsight -- that because
some two and one-half years after the transfer of ADT stock LTI
found itself with a capital gain to offset a capital loss, there
must have been tax avoidance.  Mr. Graber asserts that this is
both legally insufficient and factually wrong.

The IRS asserted baldly, during the course of its audit, that the
ADT stock transfer resulted in a distortion of income -- but it
has made no assertion that the necessary, predicate mismatching
of income and expenses or improper transfer pricing existed.

Clearly, Mr. Graber maintains that the IRS is trying to invoke
Section 482 without any evidence to support its tax avoidance
theory or its distortion of income theory.  Thus, the IRS Claim
should be disallowed.

On the other hand, Mr. Graber informs Judge Kaplan that IRS owes
LTI a refund.  LTI properly accounted for the sale of ADT stock
and the IRS is challenging that treatment.  The reason that LTI
gets a refund if the Court rejects the IRS's Section 482 theory
is that there have been other adjustments to LTI's 1997 return
since it was filed.  Those adjustments put LTI's taxes due for
1997 at $1,702,989.  LTI already paid $6,164,217 to the IRS for
1997.  Consequently, LTI is entitled to a refund of $4,461,228,
which is the amount already paid less the amount actually due,
plus interest at the statutory rate.

Accordingly, LTI asks the Court, pursuant to Sections 105 and 502
of the Bankruptcy Code and Rules 3007 and 7001 of the Federal
Rules of Bankruptcy Procedure, to:

   (a) disallow the IRS Claim;
  
   (b) find that each of the previous claims filed by the IRS
       has been superseded by the current IRS Claim; and
  
   (c) determine that LTI is entitled to a $4,461,228 refund,
       plus interest at the statutory rate. (Laidlaw Bankruptcy
       News, Issue No. 41; Bankruptcy Creditors' Service, Inc.,
       609/392-0900)  


LTV: US Trustee Balks at Certain Disclosure Statement Provisions
----------------------------------------------------------------
Saul Eisen, United States Trustee for Region 9, represented by
Andrew R. Vara, Esq., in Cleveland, Ohio, notes that the LTV
Debtors' Joint Plan proposes to release from liability and enjoin
action against numerous individuals and entities.  The breadth of
the release provision is extensive.  The releases bind all claim
and interest holders and, if ratified by the Court, will be
effective whether a creditor or interest holder votes in favor of
or against the Joint Plan.  In fact, these releases purport to
bind parties who fail to cast a ballot with respect to the Joint
Plan.  These provisions broadly extend a release and discharge to
non-debtor entities.

The U.S. Trustee objects to the inclusion of the release and
injunction provisions because the Debtors fail to establish that
the non-debtor releases satisfy the seven-part test identified by
the Sixth Circuit in the decision "Class Five Nevada Claimants v.
Dow Corning" (In re Dow Coming), 280 F.3d 648,658 (6th Cir. 2002).  
Furthermore, the Debtors fail to allow creditors or interest
holders to affirmatively consent to the releases on the
confirmation ballot by checking an appropriate box.

The releases also impermissibly extend to professionals including
attorneys, accountants and financial advisors.  Exculpating these
professionals ignores and contravenes their fiduciary duties.  

Moreover, the Joint Plan proposes limitation of the liability of
certain parties and professionals relating to actions taken or
failed to be taken in connection with the "formulation,
preparation, dissemination, implementation, confirmation or
consummation" of the Disclosure Statement and Joint Plan.  
Misconduct by generally identified parties, entities,
professionals, or individuals would be shielded by this plan
provision.  If countenanced by the Court, the proposed limitation
of liability will absolve any misdeeds or omissions made in
connection with the Disclosure Statement and Joint Plan, except
for willful misconduct or gross negligence.  This provision of the
Joint Plan impermissibly sanctions negligence by parties to the
case and their professionals. (LTV Bankruptcy News, Issue No. 55;
Bankruptcy Creditors' Service, Inc., 609/392-00900)


LYONDELL CHEMICAL: Board Declares Regular Quarterly Dividend
------------------------------------------------------------
On October 2, 2003, the Board of Directors of Lyondell Chemical
Company (NYSE: LYO) declared a regular quarterly dividend of
$0.225 per share of common stock to stockholders of record as of
the close of business on November 25, 2003.

Lyondell has two series of common stock outstanding:  Common Stock
and Series B Common Stock.  The regular quarterly dividend on each
share of outstanding Common Stock is payable in cash on
December 15, 2003.  Lyondell has elected to pay the regular
quarterly dividend on each share of outstanding Series B Common
Stock in kind in the form of additional shares of Series B Common
Stock on December 30, 2003.

Lyondell Chemical Company (S&P, BB- Corporate Credit Rating,
Negative) -- http://www.lyondell.com-- headquartered in Houston,  
Texas, is a leading producer of: propylene oxide (PO); PO
derivatives, including toluene diisocyanate (TDI), propylene
glycol (PG), butanediol (BDO)
and propylene glycol ether (PGE); and styrene monomer and MTBE as
co-products of PO production.  Through its 70.5% interest in
Equistar Chemicals, LP, Lyondell also is one of the largest
producers of ethylene, propylene and polyethylene in North America
and a leading producer of ethylene oxide, ethylene glycol, high
value-added specialty polymers and polymeric powder. Through its
58.75% interest in LYONDELL-CITGO Refining LP, Lyondell is one of
the largest refiners in the United States processing extra heavy
Venezuelan crude oil to produce gasoline, low sulfur diesel and
jet fuel.


MAGELLAN HEALTH: Wants Clearance for Justice Dept. Settlement
-------------------------------------------------------------
Before June 17, 1997, Magellan Health Services, Inc. owned and
operated numerous psychiatric facilities operating under the name
of Charter Behavioral Health Systems.  During that time, the
Charter Psychiatric Facilities submitted claims for payment to the
Medicare program.

Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, in New
York, recounts that since 2000, the United States Department of
Justice, on behalf of the Office of Inspector General of the
Department of Health and Human Services, conducted inquires and
investigations regarding the Medicare claims and the Debtors'
compliance with certain federal laws.  As a result of the
investigations, the Justice Department asserted certain potential
civil and administrative claims against Magellan for improperly
admitting patients and submitting claims to Medicare for
medically unnecessary treatment of those patients from 1993 to
June 17, 1997.

The Justice Department asserted potential claims in excess of
$4,000,000 against the Debtors.  Because there is substantial
uncertainty regarding the amount, if any, of the Claims and the
extent to which the Justice Department can successfully prosecute
the claims, the Debtors believe that litigation of the Claims
would necessarily involve substantial time and expense.  
Consequently, the Debtors engaged in extensive discussions with
the Justice Department regarding a possible settlement of the
Claims.  The discussions culminated in an agreement between the
Debtors and the Justice Department to settle the Claims for
$1,100,000 cash.  Magellan will pay the Settlement Amount on or
before the effective date of the Debtors' Plan.  In the event
that the Bankruptcy Court does not confirm the Plan by
November 15, 2003, the Settlement will be null and void unless
Magellan pays the Settlement Amount by that date.

Subject to certain exceptions, and conditioned on Magellan's
payment of the Settlement Amount, the Justice Department will
release Magellan and its affiliates from any civil or
administrative monetary claim pursuant to the False Claims Act,
the Civil Monetary Penalties Law, the Program Fraud Civil
Remedies Act or under the common law equitable theories of
payment by mistake, unjust enrichment, breach of contract and
fraud.

By this motion, the Debtors ask the Court to approve the
Settlement Agreement.

Mr. Karotkin asserts that the Settlement Agreement is the product
of good-faith and arm's-length negotiations.  Absent the
Settlement Agreement, the Debtors and the Justice Department
would require protracted and costly litigation to resolve their
disputes regarding the existence, and extent, of the Debtors'
liability with respect to the Claims.  The Debtors also risk
paying substantially more money to the Justice Department in the
event that the Department is able to prove the full extent of its
Claims.  The undertaking of costly and risky litigation would be
an unnecessary drain on the resources of the Debtors' estates and
would divert the attention of their management and legal
personnel from the reorganization effort. (Magellan Bankruptcy
News, Issue No. 14: Bankruptcy Creditors' Service, Inc., 609/392-
0900)  


MESA AIR GROUP: September 2003 Traffic Climbs-Up by 55.7%
---------------------------------------------------------
Mesa Air Group (Nasdaq: MESA) reported its preliminary traffic
figures for September 2003.  Year-over-year revenue passenger
miles increased 55.7% in September 2003 to 257.3 million, compared
to 165.3 million in September 2002.  Total available seat miles
increased 39.7% in September 2003 to 424.6 million from 303.9
million in September 2002 and passengers carried increased 45.3%
to 587,713 from 404,461 a year ago.  Load factor increased to
60.6% in September 2003 versus 54.4% in September 2002, an
increase of 6.2 points.

"Our regional jet expansion continues to move forward with the
addition of six jet aircraft in September, the largest single
monthly addition in our company's history.  Through the course of
the month Mesa added one 80 seat, two 64 seat, and three 50 seat
regional jets.  This would not have been possible without the more
efficient training scheduling afforded by our new pilot agreement
and the implementation of a "Jets for Jobs" program with United
and US Airways.  We remain confident that our business plan, based
upon revenue -- guarantee codeshare agreements with major
airlines, will provide significant additional growth going forward
and a firm platform of profitability upon which to build our
future.  It is also our view that the hub network strategy
utilized by our airline partners will, in the long term, prove to
be successful once adequate cost restructuring efforts currently
underway are fully implemented.  I would like to thank all of our
hardworking employees for their continued support and dedication,"
said Jonathan Ornstein, Mesa's Chairman and Chief Executive
Officer.

Mesa currently operates 149 aircraft with 938 daily system
departures to 163 cities, 40 states, the District of Columbia,
Canada, Mexico and the Bahamas.  It operates in the West and
Midwest as America West Express; the Midwest and East as US
Airways Express; in Denver as Frontier JetExpress and United
Express; in Kansas City with Midwest Express and in New Mexico and
Texas as Mesa Airlines.  The Company, which was founded in New
Mexico in 1982, has approximately 4,000 employees.  Mesa is a
member of the Regional Airline Association and Regional Aviation
Partners.


METALS USA: Charles Sanida Discloses Common Stock Ownership
-----------------------------------------------------------
Charles P. Sanida, one of Metals USA's directors, informs the
Securities and Exchange Commission that he is the beneficial
owner of 7,500 shares of Metals USA common stock.  Mr. Sanida
acquired 2,500 Metals USA shares in a transaction on August 13,
2003. (Metals USA Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


MIRANT CORP: Bringing-In Alston & Bird LLP as Special Counsel
-------------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code, the Mirant
Debtors seek the Court's authority to employ Alston & Bird LLP as
their Special Counsel, nunc pro tunc to the Petition Date.

According to Ian T. Peck, Esq., at Haynes and Boone LLP, in
Dallas, Texas, Alston & Bird has been representing and providing
advice to the Debtors in connection with these matters:

   (a) Alston & Bird represents Mirant Kendall, L.L.C. in
       connection with a design-build construction project
       dispute with Dick Corporation involving an upgrade to an
       existing power plant facility owned by Mirant Kendall --
       the Mirant Kendall Action.  Mirant Kendall contracted
       with Dick to perform this work pursuant to an
       "Engineering, Procurement and Construction Agreement"
       dated December 22, 2000.  On January 13, 2003, Mirant
       Kendall filed a lawsuit in Massachusetts Federal District
       Court, Mirant Kendall, L.L.C. v. Dick Corporation, Civil
       Action File No. 03-CV-10090 GAO, alleging that Dick
       breached the Contract by, among other things, failing to
       achieve the required completion dates, failing to
       complete its work under the Contract, and by failing to
       correct defective work;

   (b) Alston & Bird also represents Mirant Kendall in
       litigation filed by St. Paul Mercury Insurance Company
       in Massachusetts State Court, involving the very same
       project that is at issue in the Mirant Kendall Action.
       The lawsuit is titled St. Paul Mercury Insurance
       Company, an assignee and subrogee v. Dick Corporation,
       Mirant Kendall, L.L.C. and National Fire Insurance
       Company of Hartford, Commonwealth of Massachusetts,
       Superior Court Department, Civil Action No. 02-5195.
       St. Paul alleged that it is a performance bond surety to
       Harding & Smith, one of Dick's subcontractors on the
       project.  St. Paul seeks damages from Dick for claims
       arising out of the project by virtue of alleged
       assignment and subrogation rights under an indemnity
       agreement with Harding.  St. Paul included Mirant Kendall
       as a defendant in the action solely to enforce its
       mechanic's lien claim against the project;

   (c) Alston & Bird represents Mirant, S. Marce Fuller, Richard
       J. Pershing, Raymond D. Hill, and James A. Ward -- the
       Individual Defendants -- in securities litigation
       involving allegations that Mirant violated Section 10(b)
       of the Securities Exchange Act of 1934 and Section 11 of
       the Securities Act of 1933 and that the Individual
       Defendants violated Sections 10(b) and 20 of the Exchange
       Act and Sections 11 and 15 of the Securities Act -- the
       Securities Litigation.  The lawsuit is titled In re
       Mirant Corporation Securities Litigation, United States
       District Court for the Northern District of Georgia,
       Atlanta Division, Civil Action No. 1:02-CV-1467-BBM.  The
       Court recently dismissed all of the Plaintiffs'
       allegations arising out of the California energy crisis.  
       The Court also dismissed the Plaintiffs' primary liability
       claims against Mr. Fuller, Mr. Pershing, and Mr. Hill
       under Section 10(b) and the Plaintiffs' claims against Mr.
       Pershing under Section 11;
  
   (d) Alston & Bird represents A.D. Correll, A.W. Dahlberg,
       Stuart E. Eizenstat, S. Marce Fuller, Carlos Goshn, David
       J. Lesar, James F. McDonald and Ray M. Robinson and
       Mirant Corporation -- the Defendants -- in a derivative
       litigation arising from allegations that the Defendants
       breached their fiduciary duties relative to the
       allegations in the Securities Litigation.  The lawsuit is
       titled Frank Kester, derivatively on behalf of Nominal
       Defendant Mirant Corporation, Plaintiffs, v. A.D.
       Correll, A.W. Dahlberg, Stuart E. Eizenstat, S. Marce
       Fuller, Carlos Goshn, David J. Lesar, James F. McDonald
       and Ray M. Robinson, Defendants, and Mirant Corporation,
       Nominal Defendant, Superior Court of Fulton County, State
       Of Georgia, Civil Action No. 2002 CV-55014.  This matter
       is stayed until discovery begins in the Securities
       Litigation;

   (e) Alston & Bird represents Mr. Fuller, Mr. Hill, Mr.
       Pershing, James A. Ward, Mr. Dahlberg, A.D. Correll,
       Mr. Eizenstat, Mr. Goshn, Mr. Lesar, Mr. McDonald, Mr.
       Robinson and Mirant Corporation -- the Defendants -- in
       a derivative litigation arising from allegations that the
       Defendants breached their fiduciary duties relative to
       the allegations in the Securities Litigation.  The
       lawsuit is titled Lewis Pettingill, Eric Pavels, Leo
       Pavels and Richard J. McGivern derivatively on behalf of
       Mirant Corporation, Plaintiffs, v. S. Marce Fuller,
       Raymond D. Hill, Richard J. Pershing, James A. Ward, A.W.
       Dahlberg, A.D. Correll, Stuart E. Eizenstat, Carlos
       Goshn, David J. Lesar, James F. McDonald, Ray M.
       Robinson, Defendants and Mirant Corporation, Nominal
       Defendant, In the Court of Chancery of the State of
       Delaware, in and for New Castle County, Civil Action No.
       19793NC.  This matter is stayed until discovery begins in
       the Securities Litigation;

   (f) Alston & Bird represents Mr. Fuller, Mr. Dahlberg,
       A.D. Correll, Mr. Eizenstat, Mr. Goshn, Mr. Lesar, Mr.
       McDonald, Mr. Robinson and Mirant Corporation -- the
       Defendants -- in a derivative litigation arising from
       allegations that the Defendants breached their fiduciary
       duties relative to the allegations in the Securities
       Litigation.  The lawsuit is titled Mary Cichocki,
       derivatively on behalf of Nominal Defendant Mirant
       Corporation, Plaintiff, v. S. Marce Fuller, A.W.
       Dahlberg, A.D. Correll, Stuart E. Eizenstat, Carlos
       Goshn, David J. Lesar, James F. McDonald, Ray M.
       Robinson, Defendants, and Mirant Corporation, Nominal
       Defendant, United States District Court for the Northern
       District of Georgia, Atlanta Division, Civil Action No.
       1:02-CV-3022.  By the Court's order, the matter was
       stayed until the Court decided Defendants' Motions to
       Dismiss in the Securities Litigation;

   (g) Alston & Bird represents Mr. Fuller, Mr. Dahlberg, A.D.
       Correll, Mr. Eizenstat, Mr. Goshn, Mr. Lesar, Mr.
       McDonald, Mr. Robinson and Mirant Corporation -- the
       Defendants -- in a derivative litigation arising from
       allegations that the Defendants breached their fiduciary
       duties relative to the allegations in the Securities
       Litigation.  The lawsuit is titled Esther White
       derivatively on behalf of Nominal Defendant Mirant
       Corporation, Plaintiff, v. S. Marce Fuller, A.W.
       Dahlberg, A.D. Correll, Stuart E. Eizenstat, Carlos
       Goshn, David J. Lesar, James F. McDonald, Ray M.
       Robinson, Defendants and Mirant Corporation, Nominal
       Defendant, Superior Court of Fulton County, State of
       Georgia, Civil Action No. 2002-CV-56903.  The matter is
       stayed until discovery begins in the Securities
       Litigation;

   (h) Alston & Bird represents Mirant Americas Generation LLC,
       Mr. Pershing, J. William Holden, III, Stephen G. Gillis,
       Mr. Fuller and Mr. Hill -- the Defendants -- in a
       securities litigation alleging that Defendants violated
       Section 11 of the Securities Act and that the individual
       Defendants are control persons under Section 15 of the
       Securities Act with respect to those who have allegedly
       violated Section 11 -- the Bondholder Litigation.  The
       lawsuit is titled Gil Wisniak, on behalf of himself and
       all others similarly situated, Plaintiff, v. Mirant
       Americas Generation LLC, Richard J. Pershing, J. William
       Holden, III, Stephen G. Gillis, S. Marce Fuller and
       Raymond D. Hill, Defendants, Superior Court of Fulton
       County, State of Georgia, Civil Action No. 2003CV71095.
       The Defendants recently removed the case to the United
       States District Court for the Northern District of
       Georgia;

   (i) Alston & Bird represents Mirant, Vance Booker, Mr.
       Fuller, Mr. Hill, Mr. Ward and A.W Dahlberg -- the
       Defendants -- in two ERISA class action suits alleging
       that the Defendants breached their fiduciary duties under
       ERISA with respect to the investments in employer
       securities under two of Mirant's defined contribution
       employee benefit plans.  The lawsuits are entitled James
       Brown, on behalf of himself and all others similarly
       situation v. Mirant Corporation, The Southern Company,
       Vance Booker, S. Marce Fuller, Raymond D. Hill, James A.
       Ward, A.W. Dahlberg, A.D. Correll, Elmer B. Harris,
       William J. Hierpe, David J. Lesar, W.L. Westbrook, and
       Unknown Fiduciary Defendants 1-100, Civil. Action No.
       1:03-CV-1027-CC United States District Court for the
       Northern District of Georgia and Greg Waller Sr., on
       behalf of himself and all others similarly situated v.
       Mirant Corporation, The Southern Company, Vance Booker,
       S. Marce Fuller, Raymond D. Hill, James A. Ward, A.W.
       Dahlberg, A.D. Correll, Elmer B. Harris, William J.
       Hierpe, David J. Lesar, W.L. Westbrook, And Unknown
       Fiduciary Defendants 1-100, Civil Action No.
       1:03-CV-1558-BBM United States District Court for the
       Northern District of Georgia.  A motion to consolidate
       the cases is currently pending before the courts; and

   (j) Alston & Bird currently assists Mirant with severance
       issues related to their mid-Atlantic region.  
       Additionally, Alston & Bird also assists Mirant
       Corporation with a Department of Labor wage and hour
       audit issue in Maryland.

Aside from continuing the services on the 10 cases, the Debtors
also want to employ Alston & Bird on these matters:

   (a) general Human Resource advice to Mirant Corporation,
       including without limitation, all Human Resource matters
       including wage and hour, Family Medical Leave Act issues,
       EEO discrimination issues, age discrimination issues,
       Severance Plan issues and separation agreements for
       executives and any litigation that arises out of these
       issues; and

   (b) corporate licensing matters.

The Debtors selected Alston & Bird as their special counsel
because of the firm's extensive experience with and knowledge of
the Debtors' businesses and financial affairs.  Alston & Bird has
been rendering advice to the Debtors since August 2000.  Due to
Alston & Bird's familiarity with the Debtors' financial
structure, contractual relationships and business operations and
affairs, as well as its recognized national reputation and
expertise in the areas for which it is being retained, Mr. Peck
contends that Alston & Bird is uniquely qualified to assist them
in these matters.

William T. Plybon, Esq., a partner at Alston & Bird, assures the
Court that Alston & Bird will carefully coordinate their efforts
with the bankruptcy counsel and other professionals the Debtors
are retaining and clearly delineate their duties to prevent any
duplication of efforts.  The Debtors believe that rather than
resulting in any extra expense to the Debtors' estates, the
efficient coordination of efforts of counsel will greatly add to
the effective administration of these Chapter 11 cases.

Mr. Plybon informs the Court that he, as well as the other
partners in, counsel to and associates of Alston & Bird who will
be performing services for the Debtors are members in good
standing of the Courts in which they are admitted to practice.  
Moreover, to the best of his knowledge, Mr. Plybon relates that
Alston & Bird represents no interest adverse to the Debtors or to
their estates in the matters for which the firm is to be
retained.

In exchange for the services to be performed, Alston & Bird will
bill the Debtors its customary hourly rates.  Currently, the
firm's hourly rates for attorneys and paraprofessionals range
from $115 to $600.  Alston & Bird will also seek reimbursement of
any reasonable out-of-pocket expenses. (Mirant Bankruptcy News,
Issue No. 8; Bankruptcy Creditors' Service, Inc., 609/392-0900)


MISSISSIPPI CHEMICAL: Court OKs $32.5-Mill. DIP Credit Facility
---------------------------------------------------------------
Mississippi Chemical Corporation (OTC Bulletin Board: MSPIQ) has
received court approval for a $32.5 million debtor-in-possession
revolving credit facility with a consortium of lenders led by
Harris Trust and Savings Bank.

In addition to the DIP financing, the company has approximately
$11 million cash on hand to fund ongoing operations. The company
has recently resumed full production at its ammonium nitrate
facility in Yazoo City, Mississippi and West potash facility in
Carlsbad, New Mexico. In addition, the East potash facility in
Carlsbad, New Mexico is currently in the process of restarting and
expects to be fully operational by mid-October.

Charles O. Dunn, president and chief executive officer of
Mississippi Chemical Corporation, said, "We are pleased to have
secured this financing which should be adequate to implement our
planned reorganization. The combination of this credit facility,
cash on hand and the restart of our key facilities not only
strengthens our ability to serve our customers' and suppliers'
needs going forward, but also enhances our presence in the
marketplace. We will continue to develop our plan of
reorganization to exit bankruptcy in a timely manner. This process
is advancing well, and our focus going forward will be to realize
the best use for each of our assets."

Mississippi Chemical Corporation is a leading North American
producer of nitrogen, phosphorus and potassium products used as
crop nutrients and in industrial applications. Production
facilities are located in Mississippi, Louisiana and New Mexico,
and through a joint venture in The Republic of Trinidad and
Tobago. On May 15, 2003, Mississippi Chemical Corporation,
together with its domestic subsidiaries filed voluntary petitions
seeking reorganization under Chapter 11 if the U.S. Bankruptcy
Code.


MONITRONICS INT'L: June 30 Net Capital Deficit Widens to $40MM
--------------------------------------------------------------
Monitronics International, Inc., a leading national provider of
security alarm monitoring services, announced its financial
results for fiscal year ended June 30, 2003 and the fourth quarter
of fiscal 2003.

                         Annual Results

Total revenues increased $15.1 million, or 14% to $126.4 million
in fiscal 2003 from $111.3 million in fiscal 2002.

Earnings before interest, taxes, depreciation and amortization
("EBITDA") for fiscal 2003 was $88.8 million, an increase of 16%
from $76.7 million for fiscal 2002.

The Company restated its historical deferred revenue, resulting in
fiscal 2002 a 0.5% revenue reduction from a previously reported
$111.9 million to $111.3 million and a 0.7% reduction of EBITDA
from $77.3 million to $76.7 million.  The Company does not believe
the restatement was material to the results of operations for any
of the periods presented, nor did the restatement have any impact
on cash flow.  The restatement properly adjusted the accumulated
deferred revenue on the balance sheet.

                      Fourth Quarter Results

Total revenue for the fourth quarter of fiscal 2003 was $33.8
million, a 16% increase from $29.2 million for the fourth quarter
of 2002.

EBITDA for the fourth quarter of fiscal year 2003 was $23.9
million, a 17% increase from $20.4 million for the fourth quarter
of 2002.

Monitronics International's June 30, 2003 balance sheet shows a
working capital deficit of about $12 million, and a total
shareholders' equity deficit of about $40 million.

                      Operations Perspective

"Monitronics continues to focus on purchasing high quality
subscriber accounts and improving our subscriber services.  In the
last quarter of fiscal 2003, Monitronics implemented a $69
activation fee in the belief that a higher quality account is
produced when the subscriber has to pay something at the time of
installation.  The activation fee collected by the dealer resulted
in Monitronics reducing its purchase price of that subscriber
account by $69," said James R. Hull, Chief Executive Officer of
Monitronics.

"Our subscriber services have been improved through the use of
upgraded customer service software which has now made it possible
to satisfy over the telephone more than 83% of all technical
requests for service, resulting in an average home service
dispatch of once every six years," added Hull.

"We believe the continued progress we have made in these areas
combined with the aging of our portfolio has resulted in a
decrease in attrition rates from 12.7% for fiscal 2002 to 11.8%
for fiscal 2003.  These efforts together with the growth of our
subscriber base and operating efficiencies were the primary
reasons for the increases in revenue and EBITDA," concluded Hull.

EBITDA represents a non-GAAP (Generally Accepted Accounting
Principles) financial measure.  EBITDA is a key performance
measure used in the security alarm monitoring industry and is one
of the financial measures, subject to adjustments, by which our
covenants are calculated under the agreements governing our debt
obligations.  EBITDA does not represent cash flow from operations
as defined by GAAP, should not be construed as an alternative to
net income, and is indicative neither of our operating performance
nor of cash flows available to fund all of our cash needs.  


MORGAN STANLEY: S&P Keeps Watch on 4 Low-B & Junk Note Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on classes
J, K, L, and M of Morgan Stanley Dean Witter Capital I Trust 2000-
PRIN on CreditWatch with negative implications.
     
The CreditWatch placement is due to the recent transfer of a 30-
day delinquent loan to the special servicer, Principal Capital
Management. In addition, class M of the transaction, which is the
most subordinate class in the structure, has been shorted interest
due to special servicing fees related to the transfer.
     
The loan has a current balance of $6.036 million (1.12% of pool).
It is secured by a 125,000-square-foot office building located at
364 Ferguson Drive in Mountain View, Calif. The office building
was formerly 100% occupied by Genuity, which rejected the lease in
bankruptcy.
     
The current debt amount per square foot is approximately $48,
which compares favorably to both an issuer reported value of $116
per square foot at securitization, as well as recent price ranges
for office property sales in the surrounding market, as reported
by REIS.
     
Due to the recent transfer, however, updated valuations are not
available from the special servicer. The CreditWatch placement
will remain in effect until more information is available. If it
becomes clear that the valuation of the property and time to
resolution will be such that the class M interest shortfalls will
continue to accumulate for an extended period, the rating may be
lowered.
   
       Morgan Stanley Dean Witter Capital I Trust 2000-PRIN      
     Commercial mortgage pass-through certs series 2000-PRIN
  
                       Rating
     Class      To                 From     Credit Support
     J          B+/Watch Neg       B+                0.83%
     K          B/Watch Neg        B                 0.55%
     L          B-/Watch Neg       B-                0.28%
     M          CCC/Watch Neg      CCC               0.00%


NEENAH FOUNDRY: S&P Rates Corporate Debt & Sr. Notes at B/CCC+  
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Neenah, Wis.-based Neenah Foundry Co. At the same
time, Standard & Poor's assigned its 'CCC+' rating to the
company's new $133.1 million senior secured second-lien notes.

The rating on the senior secured notes incorporates the marginal
benefit noteholders will have with a second lien on the same
collateral as its senior creditors in a default scenario.

In addition, a 'CCC+' rating was assigned to Neenah's new $100
million subordinated notes. Both debt issues are being issued
under SEC Rule 144A with registration rights. Proceeds from the
notes offering will be used to pay off Neenah's pre-petition debt
obligations under the company's prepackaged plan of
reorganization. Upon emergence from bankruptcy, Neenah is expected
to have total debt of around $280 million. The outlook is stable.
     
Neenah provides a broad line of manhole covers, sewer grates, and
other cast iron products to state and municipal customers. Neenah
also provides various components to the heavy-duty truck,
agricultural, HVAC, and other industrial end-markets.
     
In response to weak market conditions, Neenah has cut back on its
capital expenditures to near-maintenance levels to help preserve
cash.
     
"We expect Neenah will have to gradually increase capital
expenditures as volumes return and in order to remain
competitive," said Standard & Poor's credit analyst Eric
Ballantine, "which will further limit debt reduction in the near-
term."
     
"We expect that Neenah's operating performance will gradually
improve as a result of improving end-market conditions and cost-
cutting measures the company has implemented and that debt
leverage will be in the 4x-5x range," Mr. Ballantine added.


NEW WORLD RESTAURANT: Completes Equity Restructuring Transaction
----------------------------------------------------------------
New World Restaurant Group, Inc. (Pink Sheets: NWCI.PK) has
completed its previously announced equity restructuring and that
it has named a new executive management team. The board of
directors has named Paul J.B. Murphy, III, 47, as CEO, Director
and acting Chairman; Susan Daggett, 41, as COO; and Richard P.
Dutkiewicz, 48, as CFO.

Mr. Murphy, who previously served as COO, fills the positions held
by Anthony Wedo, 43, who resigned from his positions as Chairman,
CEO and Director. Ms. Daggett previously served as Chief Supply
Officer. Mr. Dutkiewicz was hired as CFO, a position that has been
unfilled since October 2002.

"I am excited about the prospect of leading the company into a
future of strategic growth and value creation driven by the great
people associated with these fantastic brands," said Mr. Murphy.
"I would also like to welcome Rick Dutkiewicz to our company, and
congratulate Susan Daggett on her new role. Together, they bring
strong experience and enthusiasm to our executive team. I would
personally like to thank Tony for his service and leadership over
the last two years. His knowledge of the restaurant industry and
turnaround skills were essential in getting us to where we are
today. He will be greatly missed."

Mr. Murphy, CEO, served as COO since June 2002, and was
responsible for day-to-day operations of all company-owned,
franchised and licensed stores across New World's six brands. He
joined Einstein/Noah in December 1997 as Senior V.P., Operations,
was promoted to Executive V.P. in March 1998 and continued in that
position following New World's acquisition of the assets of
Einstein/Noah in June 2001. His prior experience in the quick
casual restaurant arena includes serving as COO with an
Einstein/Noah area developer, and as Director of Operations for
R&A Foods, LLC, a Boston Chicken area developer. Mr. Murphy also
spent 11 years in operations with S&A Restaurants, the owner and
operator of Steak & Ale and Bennigans Restaurants. He holds a BA
degree from Washington and Lee University.

Ms. Daggett, COO, served as Chief Supply Officer since May 2002,
where she had complete responsibility for the manufacturing,
distribution and supply functions across all the New World brands.
Ms. Daggett joined Einstein/Noah in 1995 and held several
executive positions in finance and operations. Earlier in her
career, Ms. Daggett served as Director, Financial Planning &
Reporting at Arby's Inc., and as Director, Financial Planning &
Analysis with Burger King. She began her career at Ernst & Whinney
(now Ernst & Young) after graduating from the University of
Northern Iowa with a BA degree in Business Administration.

Mr. Dutkiewicz, CFO, has over 25 years of experience in finance
and accounting. He served as CFO for Vari-L Company, Inc., a
publicly traded telecommunications component supplier, and Coleman
Natural Products, Inc., a leading supplier of natural beef.
Throughout his career, Mr. Dutkiewicz held senior accounting
positions with Tetrad Corporation, MicroLithics Corporation,
United Technologies, and KPMG. Since May of 2003, he was Vice
President of Information Technology for Sirenza Microdevices,
which was acquired by Vari-L. Mr. Dutkiewicz received a BBA degree
from Loyola University of Chicago in 1977.

The equity restructuring agreement entered into on June 26 with
holders of Series F preferred stock was approved by shareholders
at the company's annual meeting last week. The equity
restructuring is effective as of September 30, successfully
concluding a year-long effort to rationalize the company's capital
structure.

"The completion of our equity restructuring goes a long way
towards leveling our competitive playing field," said Mr. Murphy.
"Completion of the equity restructuring agreement stabilizes our
capital structure and allows management to move forward and focus
on its plans to strengthen and build upon the company's solid core
business."

At New World's annual meeting last week, shareholders also elected
two new directors and approved seven other proposals, including
authorizing an increase in the number of shares of common stock
from 150 million to 1.5 billion and a 1.6610444-for-one forward
stock split needed to effect the equity restructuring, as detailed
in the equity restructuring agreement.

Shareholders also approved a one-for-100 reverse stock split,
which became effective immediately following implementation of the
forward stock split and consummation of the transactions
contemplated by the equity restructuring agreement. Further, a
proposal to reduce the number of authorized shares from 1.5
billion to 15.0 million following the reverse stock split also was
approved. Reducing the number of shares of common stock
outstanding should raise the per share price and, consequently,
improve the trading liquidity of the common stock.

Immediately following the completion of the equity restructuring,
New World had 984,182,839 shares of common stock, no shares of
Series F preferred stock, 57,000 shares of Series Z preferred
stock, and 105,925,675 shares of common stock reserved for
issuance pursuant to outstanding options and warrants. Upon
completion of the 1:100 reverse stock split, the company had
9,841,828 outstanding shares of common stock and 1,059,257 shares
of common stock reserved for issuance pursuant to outstanding
options and warrants. Taking into account both the forward and
reverse stock splits, shareholders now have 1 share of common
stock for every 60.20309 shares previously held.

The shareholders elected Lawrence Gelfond, 61, a director of the
Financial Advisory and Dispute Resolution Division of Gelfond
Hochstadt Pangburn, P.C.; and Mark Kline, 51, president and CEO of
Madison Development Group, LLC, a real estate development company,
to the New World board of directors. As a result, New World's
board has increased in size from three directors to five
directors.

With the successful completion of the equity restructuring, New
York-based investment firm Greenlight Capital beneficially owns
approximately 92 percent of the company's outstanding common
stock.

Josh Clark, of Greenlight Capital and a Director of New World,
said on behalf of the Board, "We would like to thank Tony for his
extraordinary efforts in bringing the company through a critical
time. His leadership was essential in allowing us to complete the
equity restructuring, and we wish him well in his future
endeavors."

"I am pleased to have led New World through a difficult time in
its history. I am proud of the many accomplishments we have had
over the last two years including the successful integration of
the New World and Einstein companies, an operational turnaround
and the financial restructuring. I am now confident that the
company is poised to resume growth and increase shareholder
value," said Mr. Wedo. "Further, I would like to congratulate
Paul, Susan and Rick on their appointments and wish them well."

Additionally, at the annual meeting, the appointment of Grant
Thornton LLP as independent auditors was approved for the fiscal
year ending December 30, 2003. Shareholders also approved
proposals to eliminate the company's classified board of directors
and to permit shareholder action by written consent of holders of
at least 80% of the company's outstanding common stock.

New World Restaurant Group (S&P, B- Corporate Credit Rating,
Negative) is a leading company in the quick casual sandwich
industry, the fastest-growing restaurant segment. The company
operates locations primarily under the Einstein Bros. and Noah's
New York Bagels brands and primarily franchises locations under
the Manhattan Bagel and Chesapeake Bagel Bakery brands. The
company's retail system currently consists of 455 company-owned
locations and 288 franchised and licensed locations in 32 states.
The company also operates a dough production facility and a coffee
roasting plant.


NRG ENERGY: Court Okays Bingham McCutchen as Committee's Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the NRG Energy
Debtors sought and obtained the Court's authority to retain
Bingham McCutchen LLP as its counsel in the Debtors' Chapter 11
cases, nunc pro tunc to May 21, 2003.   

According to Committee Chairman James Schaeffer, Bingham is well
suited for the type of representation required by the Committee
because of the firm's extensive bankruptcy experience and
knowledge.  Bingham was originally retained to represent an ad
hoc committee of NRG noteholders, which during the prepetition
period held, in the aggregate, in excess of $2,100,000,000 on
face amount of NRG's public notes.  As counsel to the Ad Hoc
Committee, Bingham developed a significant knowledge base
regarding the Debtors' capital and corporate structures, the
Debtors' commercial relationships with key creditor
constituencies, its complex intercompany relationships, including
those with the Debtors' parent company, Xcel Energy Inc., and the
many numerous legal issues that will drive maximization of values
to the Debtors' unsecured creditors.

Bingham will render these bankruptcy and restructuring legal
services to the Committee:

   (a) provide legal advice with respect to the Committee's
       rights, powers, and duties in these Chapter 11 cases;

   (b) represent the Committee at all hearings and other
       proceedings;

   (c) advise and assist in the Committee's discussions with
       the Debtors and other parties-in-interest, as well as
       professionals retained by any of the parties, regarding
       the overall administration of the Debtors' cases;

   (d) assist the Committee in analyzing the claims of the
       Debtors' creditors and in negotiating with the creditors;

   (e) assist with the Committee's investigation of the assets,
       liabilities, and financial condition of the Debtors and of
       the operations of the Debtors' businesses;

   (f) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to formulating the terms of a plan or plans of
       reorganization for the Debtors;

   (g) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       matters in the Debtors' cases;

   (h) review and analyze all pleadings, orders, statements
       of operations, schedules, and other legal documents; the
       preparation on behalf of the Committee of all pleadings,
       orders, reports and other legal documents as may be
       necessary in furtherance of the Committee's interests and
       objectives; and

   (i) perform all other legal services for the Committee which
       may be necessary and proper for the Committee to discharge
       its duties in the Chapter 11 proceedings.

In accordance with Sections 330 and 331 of the Bankruptcy Code,
Bingham's services will be compensated on an hourly basis
according to its customary hourly rates:

   Partners                     $340 to 735
   Counsel & Associates         $195 to 550
   Paralegals                    $90 to 260

The rates may change from time to time in accordance with
Bingham's established billing practices and procedures.  Bingham
will maintain detailed, contemporaneous records of time and any
actual and necessary expenses incurred in connection with the
rendering of the legal services.

Bingham researched its client databases to determine whether it
had any current relationships with the Interested Parties.   
Despite its efforts, given that Bingham operates an international
law firm and the Debtors are a multinational enterprise with
hundreds of creditors, Bingham is unable to state with certainty
that every client representation has been disclosed.  In this
regard, if Bingham discovers additional information that requires
disclosure, Bingham will file a supplemental disclosure with the
Court as promptly as possible.

Evan D. Flaschen, Esq., a Bingham partner, discloses that Bingham
also represents General Electric Capital Corporation in matters
unrelated to the Chapter 11 cases.  Before the Petition Date, GE
Capital provided financing to one or more of the Debtors, and has
provided postpetition DIP financing to one or more of the Debtors
during these cases.  Bingham recognizes that the Committee or one
or more of its members may have or take positions that are
adverse to GE Capital in connection with these Chapter 11 cases.  

Because Bingham currently represents and may in the future
represent GE Capital in matters unrelated to the Debtors'
bankruptcy cases, Bingham obtained from GE Capital a written
waiver of any objection to its Committee representation.  
Pursuant to the waiver, Bingham is authorized to represent the
Committee in negotiations with GE Capital on all matters and to
review loan and other documents relating to any credit facilities
between GE Capital and any of the Debtors.  If any litigation
arises between the Committee and GE Capital in connection with
the Chapter 11 cases, the Committee will be represented by
special counsel.

In addition, Eleanor Gilbane, Esq., a former associate at
Simpson, Thacher & Bartlett joined Bingham's Litigation practice
on July 21, 2003.  While at Simpson, Ms. Gilbane participated in
Simpson's representation of the Global Bank Steering Committee.  
Accordingly, to screen Ms. Gilbane from any matters regarding
Bingham's representation of the Committee in the Chapter 11
cases, Bingham instituted screening procedures and sent written
instructions to the entire firm directing that:

   (a) Ms. Gilbane will not perform work in connection with
       Bingham's representation of the Committee or access any
       documents related to the representation in Bingham's
       computer database;

   (b) no file related to Bingham's representation of the
       Committee is to be provided to Ms. Gilbane;

   (c) no person who has worked on Bingham's representation of
       the Committee may discuss any information, confidential or
       otherwise, formally or informally, concerning the matter
       with Ms. Gilbane; and

   (d) each of the files for Bingham's Committee representation
       will have a label affixed to it indicating the file's
       confidential nature and instructing that its contents is
       not to be disclosed to Ms. Gilbane.

Mr. Flaschen assures the Court that Bingham is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code, and
does not hold or represent any interest adverse to the Debtors'
estates with respect to the matters for which Bingham is to be
employed, as required by Section 328(c) of the Bankruptcy Code.
(NRG Energy Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


O'SULLIVAN INDUSTRIES: Closes $140MM Senior Secured Debt Package
----------------------------------------------------------------
O'Sullivan Industries, Inc., a leading manufacturer of ready-to-
assemble furniture, announced the closing of a $100 million senior
secured notes offering and a new $40 million senior secured
revolving credit facility.

The net proceeds of the refinancing transaction were used to pay
off O'Sullivan's existing $88.3 million secured credit facility,
as well as pay for related fees and expenses. The refinancing
transaction includes:

-- $100 million in senior secured notes that were issued at a
   price of 95.0%, mature on October 1, 2008 and pay interest at a
   rate of 10.63% per annum, payable semi-annually on January 15
   and July 15. The notes may be redeemed at any time on or after
   October 1, 2006. The notes are guaranteed by O'Sullivan
   Industries Holdings, Inc. (OTC Pinksheets: OSULP), and all of
   our existing and future domestic subsidiaries.  The notes are
   secured by a first-priority security interest in and lien on
   substantially all of the assets of O'Sullivan and its
   subsidiaries other than accounts receivable, inventory, deposit
   accounts, the capital stock of O'Sullivan's subsidiaries,
   certain books and records and certain licenses. The notes are
   also secured by a second-priority security interest in and lien
   on substantially all of the accounts receivable, inventory,
   certain books and records and certain licenses of O'Sullivan
   and its subsidiaries. O'Sullivan Industries Holdings, Inc. also
   pledged the stock of O'Sullivan Industries, Inc. to secure the
   notes.

-- $40 million revolving credit provided by GE Global Sponsor
   Finance that is secured by a first-priority security interest
   in and lien on substantially all of the accounts receivable,
   inventory, deposit accounts, certain books and records and
   certain licenses of O'Sullivan and its subsidiaries. The notes
   are also secured by a second-priority security interest in and
   lien on substantially all of O'Sullivan's other assets, other
   than the capital stock of O'Sullivan's subsidiaries. We
   anticipate that the borrowing base will approximate the $40
   million credit line. At closing, the new credit agreement was
   undrawn; however, we had approximately $14.0 million of letters
   of credit issued against the credit agreement.

Richard Davidson, president and chief executive officer stated,
"The refinancing transaction solidifies O'Sullivan Furniture's
capital structure, as well as improves our financial flexibility
by eliminating our debt amortization under the old credit facility
and removing the quarterly financial covenant burdens.
Additionally, this transaction increases the amount of credit
available from our revolving credit agreement, and extends the
maturity date of our indebtedness until 2008."

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

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


OWENS CORNING: Wants Nod for Amendments to Plan Voting Protocol
---------------------------------------------------------------
Owens Corning and its debtor-affiliates renew their request for
approval of Plan voting procedures to incorporate these changes:

   (1) Giving a PI Trust Claim attorney 30 calendar days after
       mailing of the Solicitation Package, a list of the names,
       addresses and social security numbers of claimants on
       whose behalf the attorney is not entitled to vote, in
       which case individual Solicitation will be sent to the
       claimants;

   (2) Requiring attorneys of PI Trust Claims to submit a summary
       sheet that will become an exhibit to the Master Ballot
       with these entries:
      
       (a) Claimant's name;

       (b) social security number;

       (c) disease level; and

       (d) Claimant's vote;

   (3) Limiting the Publication notice to:

       (a) the national editions of The New York Times, The Wall
           Street Journal, USA Today and The Toledo Blade; and

       (b) at least each of the trade publications as set forth
           in the proposed Disclosure Statement Order;

   (4) Assigning a disease level with the lowest possible value
       for voting purposes to PI Trust Claims that fail to
       select a Disease Level; and

   (5) Distributing Solicitation Packages directly to PI Trust
       Claimants if, among others:

       (a) the Claimant's attorney's address is unknown;

       (b) the Claimant has no attorney; and

       (c) the Claimant's attorney advises the Debtors to do so.
           (Owens Corning Bankruptcy News, Issue No. 59;
           Bankruptcy Creditors' Service, Inc., 609/392-0900)   


OXFORD INDUSTRIES: Q1 Fiscal 2004 Results Reflect Strong Growth
---------------------------------------------------------------
Oxford Industries, Inc. (NYSE: OXM) announced financial results
for the first quarter ended August 30, 2003.  

The Company reported that, for the quarter, net sales increased
$70 million or 41% to $242 million versus $172 million during the
first quarter of fiscal 2003.  The acquisition of Viewpoint
International, owner of the Tommy Bahama brand, closed on June 13,
2003 and contributed $63 million of the sales growth.

Diluted earnings per share for the quarter increased 40% to $0.84
versus $0.60 in the first quarter of fiscal 2003.  Included in the
Viewpoint segment's operating expenses for the quarter were
approximately $1.7 million of non-cash intangible asset
amortization expenses associated with the acquisition of Viewpoint
International.  These expenses amounted to $0.13 per fully diluted
share in the first quarter.  Under purchase accounting rules,
the Company recorded and is amortizing certain identified
intangible assets. Approximately $26 million of intangible asset
value were ascribed to Viewpoint's customer relationships, license
agreements and non-compete agreements and will be amortized over
periods ranging from 4 to 15 years.

J. Hicks Lanier, Chairman and Chief Executive Officer of Oxford,
Inc. commented, "We are off to a strong start for fiscal 2004 and
have completed a record first quarter for both revenues and
diluted earnings per share.  The Viewpoint International business
drove these record results, but we were also very pleased with the
performance of our historical four operating groups, which showed
improvement from both a sales and profitability standpoint,
despite a challenging retail environment."

Lanier Clothes, the Company's tailored clothing group, reported a
14% sales increase for the quarter versus the first quarter of
last year.  Oxford Slacks achieved a sales increase of 51% for the
first quarter, driven by new programs with major customers.  The
Oxford Womenswear Group reported a 6% sales decline due to our
decision to cease doing business with Kmart.  First quarter sales
for the Oxford Shirt Group declined 12% from last year's first
quarter as a result of planned declines in golf apparel shipments.  
The Viewpoint business contributed $63 million of revenue during
the first quarter.

Gross margin for the first quarter increased by 700 basis points
to 29.3% versus 22.3% in the year-ago first quarter.  The
improvement was driven by the Viewpoint business which earns
higher gross margins than Oxford's other operating groups.
Selling, general and administrative expenses as a percentage of
sales increased 410 basis points to 22.1% from 18.0% in the year-
ago quarter.  The increase was driven by Viewpoint's expense
structure and was partially offset by a decline in SG&A expenses
for Oxford.  Operating expenses also included the $1.7 million of
intangible asset amortization associated with the Viewpoint
purchase.

Inventories at the close of the first quarter were on plan,
increasing $28 million to $118 million.  Viewpoint contributed $25
million of the $28 million increase.  Accounts receivables were
also in good shape, increasing $13 million to $134 million.

As communicated in the fourth quarter conference call, the
Company's previously issued guidance excluded intangible asset
amortization expenses because the purchase price allocation
analysis would not be conducted until the first quarter.  The
preliminary purchase price allocation was completed during the
first quarter and intangible asset amortization expenses will be
included in both reported earnings and guidance for each quarter
going forward.  Intangible asset amortization expense, on an
after-tax basis, is projected to total approximately $0.50 per
diluted share for fiscal year 2004 or approximately $0.125 per
diluted share for each quarter.

Following the strong first quarter results, the Company commented
that it was now comfortable with a full year range of fully
diluted earnings per share, excluding purchase price accounting
entries, of $4.67 to $4.89.  This compares to prior guidance of
$4.35 to $4.65.  However, for purpose of clarity, the company has
updated its forward guidance to give effect to both the better
than expected results in the first quarter and the amortization of
intangible assets under purchase price accounting.

For the fiscal year ending on May 31, 2004 the company continues
to anticipate sales in the range of $1.05 to $1.1 billion and
diluted earnings per share in the range of $4.17 to $4.39.  For
the second quarter, the Company continues to anticipate sales in
the range of $245 to $255 million and earnings per share in the
range of $0.75 to $0.80.  For the third quarter, the Company
continues to believe appropriate targets for sales are in the
range of $280 to $295 million and for diluted earnings per share
of between $1.08 and $1.15.  For the fourth quarter, the Company
continues to believe appropriate targets for sales are in the
range of $295 to $310 million and for diluted earnings per share
of between $1.50 and $1.60.

Mr. Lanier continued, "The integration of the Viewpoint business
is proceeding smoothly and we are pleased with the significant
progress made during the first quarter.  The Viewpoint management
team has been focused and responsive during this process.  We are
more enthusiastic than ever about our prospects for continuing
growth in sales and earnings over the long term. Viewpoint and
Oxford remain quite complementary which should support our ability
to generate superior returns for our shareholders."

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


PARTNERS MORTGAGE: First Creditors' Meeting Set for October 29
--------------------------------------------------------------
The United States Trustee will convene a meeting of Partners
Mortgage Corporation's creditors on October 29, 2003, 3:00 p.m.,
at 1200 Sixth Avenue, Room 614, Seattle, Washington 98101. 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 Mercer Island, Washington, Partners Mortgage
Corporation is a high-yield mortgage backed income fund.  The
Company filed for chapter 11 protection on September 26, 2003
(Bankr. W.D. Wash. Case No. 03-22404).  Shelly Crocker, Esq., at
Crocker Kuno LLC represents the Debtor in its restructuring
efforts.  When the Company filed for protection from its
creditors, it estimated its debts and assets of over $50 million
each.


PG&E NATIONAL: Court Allows Committee Members to Trade Securities
-----------------------------------------------------------------
To raise capital for their operations, the PG&E National Energy
Group Debtors issued 10.375% senior notes due 2011 in the
principal amount of $1,000,000,000.  The Senior Notes are
securities that are traded on the open market and which continue
to be actively trading postpetition.

Four of the five members of the Official Noteholders' Committee
are large institutional holders of the NEG Debtors' Senior Notes.  
The fifth member of the Noteholders' Committee, Wilmington Trust
Company, is the Indenture Trustee in conjunction with the
issuance of the Senior Notes.  Members of the Noteholders'
Committee are among the largest creditors of the NEG Debtors and
bring considerable expertise to the Noteholders' Committee, and
have both the incentive and ability to make significant
contributions to the prosecution of the NEG Debtors' Chapter 11
cases.

Before the Petition Date, one or more Senior Noteholders engaged
in the trading of securities to manage their asset portfolios.  
The Senior Noteholders want to continue the postpetition trading
of the Senior Notes.

Against this backdrop, the Noteholders' Committee seeks the
Court's authority to implement policies and procedures to allow
the continued trading of the Senior Notes solely for those Senior
Noteholders who engage in the trading of securities in the
ordinary course of their business, and to prevent any potential
use of non-public information.

Joel I. Sher, Esq., at Shapiro Sher Guinot & Sandler, in
Baltimore, Maryland, explains that, although there is no legal
impediment to the Noteholders' Committee members' trading in the
Senior Notes, the very prospect of a potential fiduciary conflict
may force potential productive Noteholders' Committee members to
choose between membership on the committee and the beneficial
investment opportunities for their clients.  Such a result
contradicts the presumption provided in Section 1102(b)(1) of the
Bankruptcy Code that the Noteholders' Committee will "ordinarily"
consist of the largest creditors.

Considering that the NEG Debtors have over $1,000,000,000 in
outstanding Senior Notes, which continues to be actively traded
postpetition, Mr. Sher asserts that there is no viable reason,
when appropriate procedures are in place, that the Noteholders'
Committee members should not be allowed to manage and trade in
the Senior Notes.  Otherwise, the creditors and the Noteholders'
Committee may lose services and experience of valuable committee
members.

On August 7, 2002, the Court implemented restrictions and
procedures with respect to trading in claims against the NEG
Debtors to preserve and protect certain built-in losses and net
operating losses.

According to Mr. Sher, in In re Federated Department Stores,
Inc., 1991 WL 79143 (Bankr. S.D. Ohio March 7, 1991), the United
States Trustee sent letters to the bondholders' committee stating
that members were precluded from trading in the securities of the
debtor, claiming that the trading was a breach of their fiduciary
duties.  Fidelity Management & Research Company, a member of the
committee, sought an order from the Federated court to authorize
the trading in Federated's securities if procedures, referred to
colloquially as an "Ethical Wall" or a "Chinese Wall", were
implemented to insulate its trading activities from its
committee-related activities.  The Federated court agreed and
held that the postpetition trading of Federated's securities by a
committee member with an Ethical Wall procedure in place does not
constitute a violation of a committee member's fiduciary
obligations.

The Senior Noteholders propose to implement these Screening Wall
procedures:

   (1) A Committee member will have all personnel who have
       access to non-public information in the bankruptcy
       proceeding execute a letter acknowledging that they may
       receive non-public information and that they are aware of
       the Ethical Wall procedures which are in effect;

   (2) The Committee personnel will share non-public information
       with no other employees of the committee member -- except
       the general counsel, for the purpose of rendering legal
       advice to Committee personnel, and who will not further
       share the non-public committee information with other
       employees;

   (3) The Committee personnel will maintain all files containing
       non-public information generated from Committee activities
       in cabinets inaccessible to other employees;

   (4) The Committee personnel will receive no information
       regarding the member's security trades in advance, except
       that the personnel may receive the usual and customary
       internal and public reports showing the purchases and
       sales, including the corresponding amounts, and Senior
       Notes owned by the Committee member; and

   (5) The Committee member's compliance department personnel
       will review trades of the NEG Debtors' securities to
       confirm that the trades were made in compliance with the
       Ethical Wall procedures and will keep and maintain records
       of their review.

                       U.S. Trustee Objects

W. Clarkson McDow, Jr., United States Trustee for Region 4,
asserts that the Noteholders' Committee merely made conclusory
allegations that "one or more" of its members regularly trade
securities, leaving this determination to the conscience of the
individual committee member.  Mr. McDow advises the Court to be
cautious before approving the request.

Mr. McDow contends that the Noteholders' Committee failed to
articulate what harm will befall its members if they are not
allowed to trade.  The Committee provided no declarations or
other evidence of the Ethical Walls that have been implemented.  
Mr. McDow asserts that specific information and evidence should
be provided to the Court before any consideration or ruling is
made.

Mr. McDow does not object to the Committee members' intention to
sell, in whole or in part, the NEG Debtors' Senior Notes and the
trading of the NEG Debtors' securities by a Committee member on
its client's accounts upon implementation of the appropriate
Ethical Walls.

Mr. McDow explains that the purchase of the NEG Debtors'
securities by a Committee member carries with it the appearance
of self-dealing.  Mr. McDow reminds the Court not to
underestimate human nature in its ability to ascertain
information from behavior of persons on the "other side" of an
Ethical Wall.  Even if an Ethical Wall perfectly protects the NEG
Debtors from engaging in self-dealing, active trading by a
Noteholders' Committee member will influence members of the
public who look for "insider" activity but who are unaware of the
existence of an Ethical Wall.

Mr. McDow also notes that the Committee members were all members
of an ad hoc group of noteholders that obtained an order from the
Court directing the United States Trustee to appoint an Official
Noteholders' Committee.  Now, these same members inform the Court
that the Official Committee "may lose the services and experience
of valuable committee members" if it does not grant the Request.  
Mr. McDow points out that this change of behavior by the
Noteholders' Committee, from insistence on a separate committee
to apparent unwillingness to serve unless its further demands are
met, should not be countenanced by the Court.

                          *     *     *

Judge Mannes rules that any member of the Official Noteholders'
Committee may engage in securities trading subject to the
implementation of strict Screening Wall and information-blocking
procedures. (PG&E National Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


PILLOWTEX CORP: GGST LLC Pitches Best Bid for Assets at Auction
---------------------------------------------------------------
Pillowtex Corporation announced that a bid by GGST, LLC proposing
$128.0 million for certain of the Company's assets has been
designated the successful bid during a court-approved auction for
the Company's assets.

GGST's offer is for substantially all of Pillowtex's remaining
assets including plants, equipment, and brands, and exceeds the
original offer tendered by GGST of $56 million submitted with the
Company's Chapter 11 Bankruptcy filing on July 30, 2003.  The
auction was conducted in accordance with Section 363 of the U.S.
Bankruptcy Code.

The next highest bid submitted at the auction was by a joint
venture formed by PT Partners, LLC and The Petters Company, Inc.
in the amount of $127.5 million.

The closing of the sale is contingent upon Bankruptcy Court
approval at a sale hearing in the Bankruptcy Court in Delaware
scheduled for October 7, 2003 at 3:30 p.m.

Pillowtex Corporation, headquartered in Kannapolis, N.C., was a
leading designer, marketer and producer of home fashion products
including towels, sheets, rugs, blankets, pillows, mattress pads,
feather beds, comforters and decorative bedroom and bath
accessories.  On July 30, 2003, the Company closed substantially
all of its operations and filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the District of Delaware.


PILLOWTEX: Court Approves Morris Nichols Engagement as Counsel
--------------------------------------------------------------
Pillowtex Corporation and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court to retain and employ
Morris, Nichols, Arsht & Tunnel, in Wilmington, Delaware as their
local bankruptcy attorneys.

Pillowtex retained Morris Nichols in connection with the
prosecution of their prior bankruptcy proceeding.  In that regard,
Morris Nichols represented the Debtors as co-counsel with respect
to all aspects of those proceedings, both before and after the
effective date of the plan of reorganization filed in those cases.

Morris Nichols will render these professional services:

    (a) perform all necessary services as the Debtors' counsel in
        connection with the Chapter 11 cases, including, without
        limitation, providing the Debtors with advice concerning
        their rights and duties as debtors-in-possession,
        representing the Debtors, and preparing all necessary
        documents, motions, applications, answers, orders, reports
        and papers in connection with the administration of the
        Chapter 11 cases on behalf of the Debtors;

    (b) take all necessary actions to protect and preserve the
        Debtors' estates during the pendency of their Chapter 11
        cases, including:

        -- prosecute actions by the Debtors;

        -- defend any actions commenced against the Debtors;

        -- negotiate concerning all litigation that the Debtors
           are involved; and

        -- object to claims filed against the estates; and

    (c) represent the Debtors at hearings, meetings, conferences,
        and others, on matters pertaining to the affairs of the
        Debtors as debtors-in-possession.

The Debtors will pay Morris Nichols its customary hourly rates in
effect from time to time, plus reimbursement of actual, necessary
expenses incurred by Morris Nichols on the Debtors' behalf.  These
are Morris Nichols' customary hourly rates that are subject to
periodic adjustments to reflect economic and other conditions:

          Professional                  Rates
          ------------              ------------
          Partners                   $360 - 525
          Associates                  220 - 330
          Paraprofessionals           155
          File Clerks                  80

The cost cannot be estimated with certainty because it is
probable that the Debtors will require Morris Nichols to render
extensive legal services.  It is necessary and essential that the
Debtors, as debtors-in-possession, employ attorneys under a
general retainer to render the services.  In anticipation of the
Prior Bankruptcy Filing, Morris Nichols received $100,000 from
the Debtors as a retainer for legal services rendered and
expenses incurred in contemplation of the preparation,
commencement and prosecution of the cases. (Pillowtex Bankruptcy
News, Issue No. 51; Bankruptcy Creditors' Service, Inc., 609/392-
0900)    


POLAROID CORP: Seeks Nod Allowing Committee to Commence Actions
---------------------------------------------------------------
Mark L. Desgrosseilliers, Esq., at Skadden, Arps, Slate, Meagher
& Flom, in Wilmington, Delaware, recounts that pursuant to the
Sale Order, the Official Committee of Unsecured Creditors of the
Polaroid Debtors has the authority to select the Plan
Administrator while under the terms of the Third Amended Plan, on
the Effective Date, the Plan Administrator, can pursue causes of
action on behalf of the Debtors' estates.  

By this motion, the Debtors and the Official Committee of
Unsecured Creditors ask the Court to allow the Committee to
commence and prosecute any actions under Chapter 5 of the
Bankruptcy Code on behalf of the Debtors' estate, pursuant to
Sections 105(a), 542, 547, 548, 549, 550, 1103(c) and 1109(b) of
the Bankruptcy Code.

Since the Closing Date, Mr. Desgrosseilliers relates, the
Committee has investigated the causes of actions and is now
prepared to begin filing lawsuits on the Debtors' behalf.  
However, because of the delay occasioned by the examination, the
Debtors have been unable to pursue confirmation of the Third
Amended Plan.  Although the Committee has been investigating
causes of action available under Chapter 5 of the Bankruptcy Code
since the Closing Date, and although the Debtors have consented
to the Committee's investigation and pursuit of these actions,
there is no Court Order confirming the Committee's standing to
pursue these actions.  

Requiring the Debtors to bring causes of action available to them
under Chapter 5 of the Bankruptcy Code at this stage of the
bankruptcy cases would unnecessarily increase the administrative
expenses of the Debtors' estates.  Mr. Desgrosseilliers explains
that:

   (a) it is likely that the Debtors would be compelled to retain
       outside counsel to file the Actions; and

   (b) upon confirmation of any plan, the Debtors would likely
       turn over the pursuit of each of the Actions to the Plan
       Administrator.  The Plan Administrator would then have to
       become familiar with each Action, resulting in additional
       unnecessary expenses for the Debtors' estates.

However, because the Committee's counsel is already familiar with
the Actions, it would be more efficient for the Court to grant
the Committee standing to pursue the Actions on the Debtors'
behalf. (Polaroid Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PROXIM CORP: Amends Securities Purchase Pact with Two Investors
---------------------------------------------------------------
Proxim Corporation (Nasdaq: PROX), a global leader in wireless
networking equipment for Wi-Fi and wide area networks, has agreed
to amended terms of the securities purchase agreement with Warburg
Pincus and Broadview Capital Partners and the $30 million secured
promissory notes issued to these investors in July 2003.

Proxim will postpone the special meeting of stockholders scheduled
for tomorrow to a date to be announced and will circulate updated
proxy materials for the special meeting of stockholders to
consider the amended financing terms. Proxim anticipates that this
meeting will take place in late October or November 2003.

The parties anticipate that the $30 million secured promissory
notes issued to Warburg Pincus and Broadview Capital Partners will
be amended to extend the due date from December 31, 2003 to
September 30, 2004. In addition, the terms previously providing
for automatic exchange of the notes, upon stockholder approval,
for shares of Series B convertible preferred stock will be
modified to provide for exchange at the investors' sole discretion
following stockholder approval. The secured promissory notes will
continue to bear interest at the original rate of 25 percent per
annum until the earlier of the due date or exchange, if any, for
shares of Series B preferred stock.

The Series B preferred stock issuable upon exchange of the secured
promissory notes, if any, will be convertible into shares of
Proxim's Class A common stock at a conversion price of $1.15 per
share, as previously agreed. Pursuant to the amendments to the
securities purchase agreement, the Series B preferred stock will
have rights to a 14 percent cumulative dividend, compounding
quarterly for seven years, with acceleration upon a change of
control.

In addition, the investors have agreed to make available to the
Company an additional $10 million, issuable in exchange for
additional secured promissory notes on the amended terms
applicable to the original $30 million investment. Of this amount,
the investors have agreed to permit the Company to call an
investment of $5 million prior to stockholder approval and the
balance of $5 million following stockholder approval for a period
of 90 days.

Upon receipt of stockholder approval, the Company will issue to
the investors warrants to purchase an aggregate of 18,000,000
shares of common stock with an exercise price of $1.46, as
previously agreed, plus additional warrants to purchase an
aggregate of 6,000,000 shares of common stock with an exercise
price equal to the weighted average closing price of Proxim's
common stock for the five trading days prior the date of this
announcement.

As previously announced on September 15, 2003, a jury has rendered
a verdict in the first phase of the patent suit between Proxim and
Symbol Technologies, finding certain of Proxim's products infringe
on two Symbol Technologies patents. A final judgment on this
matter has not been entered by the court and proceedings on the
matter will continue. The court is to conduct a bench trial on
Proxim's remaining equitable defenses not addressed by the jury in
its September 15 verdict. In light of these developments, the
parties will modify the definition of material adverse change that
triggers an event of default under the notes to include any
further material adverse rulings or judgments made against the
Company in this litigation or other litigations.

The parties intend to enter into definitive documents setting
forth the amended financing terms as soon as reasonably
practicable.

"We are pleased with Warburg Pincus' and Broadview Capital
Partners' continued financial support of the Company," said Frank
Plastina, Chief Executive Officer and President of Proxim.

Proxim Corporation is a global leader in wireless networking
equipment for Wi-Fi and wide area networks. The company is
providing its enterprise and service provider customers with
wireless solutions for public hot spots, voice and data backhaul,
enterprise campuses, security and surveillance, last mile access
and mobile professionals. This press release and more information
about Proxim can be found on the Web at http://www.proxim.com  

Warburg Pincus is a global private equity firm and has been a
leading private equity investor since 1971. Over the last 30
years, the firm has invested more than $16 billion in
approximately 480 companies in 30 countries. Today, the firm has
approximately $9 billion under management, plus an additional $5
billion available for investment. The company invests in a range
of industry sectors including information and communications
technology, healthcare, business services, financial services and
technology, media, energy and real estate.

Working in partnership with management teams, Warburg Pincus has
taken an active role in building market-leading businesses with
sustainable value. That includes companies such as BEA Systems,
VERITAS Software Corp., United Healthcare, RenaissanceRe Holdings
Ltd., Dime Bancorp, Inc., Mellon Bank Corporation and Knoll, Inc.
Warburg Pincus invests at all stages of a company's life cycle,
from founding start-ups and providing growth capital to leading
restructurings, recapitalizations and buy-outs. For more
information please visit http://www.warburgpincus.com  

Broadview Capital Partners is a $250 million private equity
investment firm located in Silicon Valley, California. Broadview
Capital Partners' principal investment objective is to fund the
growth of later stage private technology companies. Broadview
Capital Partners also consider transactions which involve
recapitalizations and management buyouts of divisions of public
technology companies. Broadview Capital Partners is sponsored by
Broadview, a leading global M&A advisor and private equity
investor focused on the IT, communications, healthcare technology
and media industries.


PW EAGLE: Takes Strategic Initiatives to Enhance Balance Sheet
--------------------------------------------------------------
PW Eagle, Inc. (Nasdaq:PWEI) announced various comprehensive
strategic developments to increase the value of the Company. The
announcements regard certain changes to improve operating
efficiencies and reduce costs, and to various financial
transactions and initiatives to improve the Company's balance
sheet. The Company also announced that it has completed several
objectives in connection with this initiative and that it was
confident that it will complete the remainder of the goals of this
initiative over the next several months.

The anticipated operational changes include centralizing and
integrating the management team, integrating the PW Pipe and
Extrusion Technologies business units and focusing on its core PVC
pipe business by divesting and spinning off its non-core
businesses.

The strategy is designed in part to strengthen PW Eagle's balance
sheet by reducing debt through the sale of non-core assets,
raising additional equity, and reducing or eliminating the
Company's subordinated debt. The Company also anticipates
increasing its liquidity through a revised, enhanced senior credit
facility. Taking these actions will deleverage the Company and
provide the Company with increased operational flexibility to
pursue growth opportunities in its core PVC pipe business.

               Single Integrated Management Team

PW Eagle has combined the management teams of its PWPipe and ETI
business units into a single operating management team. Effective
October 1, 2003, Jerry Dukes (formerly Senior Vice President,
Operations, for ETI) will serve as President. Jack Cobb will
continue as Executive Vice President, Operations, responsible for
all plant operations. Roger Robb has decided to leave the Company
to pursue other interests, but he will remain with the Company for
a transition period. He will be sorely missed. Former ETI
president Scott Long will succeed Mr. Robb as Chief Financial
Officer. The other officers of the Company will remain in their
present positions. Both Jerry Dukes and Scott Long will relocate
to our operating headquarters, which will remain in Eugene,
Oregon.

In announcing these changes, Chief Executive Officer William Spell
said, "One of the real strengths of PW Eagle is the breadth and
depth of its senior management team. We are very pleased with the
unified team that we now have in place to focus on our strategy of
growing our sales and making PW Eagle an even more efficient and
low cost producer of PVC pipe. Jerry Dukes, our new President, has
had a long and successful career in the PVC pipe industry,
including 15 years at ETI. We believe that he is a strong leader
who can successfully integrate PW Pipe and ETI and lead PW Eagle
forward. We are also pleased that Scott Long is available to move
into the CFO position. Both Jerry and Scott have experience in all
aspects of our business including sales, operations and finance."

PW Eagle also anticipates that after a transition period during
which the new management team completes the integration of the
businesses, many of the day-to-day responsibilities of Mr. Spell,
and Dobson West, the Chief Administrative Officer and General
Counsel, will be transferred to the operating management team.
While the membership of the Company's Board of Directors will
remain unchanged, Mr. Spell will become Co-Chairman with Harry
Spell, the current Chairman. In that capacity Mr. Spell will focus
on monitoring the management team, maintaining critical financial
and other relationships and addressing strategic matters. Mr. West
will continue as the Secretary advising the Board and assisting
with various issues and special projects. After a transition
period, PW Eagle expects that its corporate headquarters will also
move to Eugene, Oregon.

In commenting on these management changes, Mr. Spell said, "By
integrating the management teams and centralizing both the
operational and corporate headquarters functions in Eugene, PW
Eagle will be a stronger, more efficient company. These changes
will not only reduce expenses but we believe they will also
accelerate the decision making process and improve the Company's
performance. My future role and the activities that I will be
involved with are consistent with those functions in other
companies where I am a board member and significant shareholder."

       Integration of the PW Pipe and ETI Business Units

When PW Eagle acquired ETI in March 2003, the PW Pipe and ETI
business units were left intact to operate cooperatively but
separately. In order to become more efficient, to cut costs and to
accelerate the potential synergies from combining the two
businesses, the new management team will fully integrate the two
business units. The management team believes that integration
plans will be completed this fall and should be fully executed
during early 2004.

                Sale of MidStates Plastics, Inc.

As part of the Company's strategy of reducing its debt and
focusing on its core PVC pipe business, PW Eagle announced the
sale of the assets of its subsidiary, MidStates Plastics, Inc., a
manufacturer of plastic water meter boxes, to Carson Industries,
LLC. This transaction permitted the Company to reduce its senior
bank debt by over $4 million.

               Additional Potential Asset Sales

As previously announced, the Company has signed an agreement to
sell its idled facility in Phoenix, Arizona that has been closed
since November 2001. The closing of the sale is still pending. The
cash proceeds from this sale are expected to be approximately $2.3
million. In addition, the Company will no longer incur the
expenses of holding and maintaining this property.

The Company is in discussions with a potential buyer for a
sale/leaseback transaction for the PW Eagle facilities located in
Visalia, California and Sunnyside, Washington. The Company
believes that it will be able to complete this transaction in the
fourth quarter of 2003.

PW Eagle is also in discussions with a potential buyer for the
Hastings, Nebraska and Baker City, Oregon facilities that have
been leased to PW Poly. The Company believes that it will be able
to conclude the sales of these properties in the fourth quarter of
2003.

These sales will all provide additional cash that will be used to
reduce the Company's senior bank debt.

          Separation of the Polyethylene Pipe Business

PW Eagle has transferred its polyethylene pipe business to a
separate wholly owned subsidiary, PW Poly Corp. In the
transaction, PW Eagle transferred the machinery and equipment,
inventory and intangibles related to its polyethylene pipe
business to PW Poly, and PW Poly assumed certain payables related
to that business. PW Eagle retained the accounts receivable and
will retain the proceeds resulting from their collection. In
addition, PW Poly paid PW Eagle $1.5 million in cash upon transfer
of the assets. PW Poly has established a separate credit facility
with Wells Fargo Business Credit that provided the funds for the
cash payment to PW Eagle and will provide working capital
financing for the business. PW Poly is leasing the polyethylene
pipe facilities in Hastings, Nebraska and Baker City, Oregon from
PW Eagle on a triple net basis. PW Eagle is seeking buyers for
those two properties. If PW Eagle is successful at selling those
properties, it will retain the proceeds from those sales, and the
buyer will become the landlord under the leases.

PW Poly's Board of Directors will consist of William Spell, Harry
Spell and Bruce Richard, all members of the Board of PW Eagle.
Larry Fleming, who has been the President of the PW Poly division,
will be the President of our new PW Poly subsidiary. The PW Eagle
employees who worked in the PW Poly division have become employees
of PW Poly. In addition, PW Poly has established its own
administrative infrastructure to operate as a stand-alone entity,
although it will continue to share some functions with PW Eagle
for a period of time.

PW Poly, together with an affiliate of William Blair Mezzanine
Capital Partners and members of the management team of the
acquired company, has acquired the business of W.L. Plastics, LLC.
In the transaction, PW Poly will receive an equity interest in
W.L. Plastics and will have the right to increase its equity
ownership in W.L. Plastics to approximately 30% on a fully diluted
basis by acquiring additional equity between now and January 16,
2004.

PW Poly focuses on extruding small diameter polyethylene pipe in
sizes up to 8 inches in diameter. While there is some overlap in
sizes, W.L. Plastics focuses primarily on extruding larger
diameter polyethylene pipe with the bulk of its products currently
in the 8-inch to 24-inch diameter sizes. While the two businesses
do not have common ownership, they do anticipate cooperating in
ways that should benefit both companies.

In order to maximize the value of PW Poly, including its
investment in W.L. Plastics, management believes that it is
important that it be separated entirely from the PVC pipe
business. As a result, PW Eagle intends spin-off the PW Poly
shares to the PW Eagle shareholders. PW Eagle anticipates that it
will distribute one share of PW Poly stock for each share of PW
Eagle stock held by those shareholders of PW Eagle who
beneficially own 8,000 shares or more of PW Eagle stock. Those
shareholders of PW Eagle who beneficially own less than 8,000
shares will receive a cash distribution for each of their shares
of PW Eagle stock in an amount equal to the value of a share of PW
Poly stock. The exact amount of the cash dividend has not been
finalized. The Company expects to announce the full details of the
transaction later this fall and expects that the distribution will
occur most likely during January 2004.

To raise the funds necessary to make the cash dividend, PW Eagle
intends to sell shares of PW Poly to a limited number of
accredited investors in a private sale. As a result, those
shareholders of PW Eagle who beneficially own at least 8,000
shares of PW Eagle will own the same percentage of PW Poly on a
fully diluted basis as they own of PW Eagle on a fully diluted
basis. Those shareholders of PW Eagle who beneficially own less
than 8,000 shares of PW Eagle will not own any portion of PW Poly,
but will receive a cash dividend with a value on a per share basis
equal to the value of a share of PW Poly. The holders of warrants
to acquire PW Eagle stock will receive shares of PW Poly on the
same basis they would have received if they had already exercised
the warrants. The holders of options to acquire PW Eagle stock
will receive an option to acquire a similar number of shares of PW
Poly.

This distribution of PW Poly shares or cash to the shareholders of
PW Eagle stock is subject to final approval by an independent
committee of the Board of Directors of PW Eagle, the issuance of
an opinion as to the PW Eagle independent committee as to the
value of PW Poly by an independent investment banker, the approval
of the transaction by PW Eagle's lenders and certain governmental
approvals and the private sale of some of the shares of PW Poly by
PW Eagle to raise the cash necessary to make the cash
distribution. The Company anticipates that all of these conditions
will be satisfied and the distribution of PW Poly shares and cash
will occur within 90 to 120 days. A record date for this
transaction has not yet been established. This transaction will be
a taxable event for PW Eagle and will also be a taxable event for
the PW Eagle shareholders.

Mr. Spell in commenting on the PW Poly transaction said, "Although
our polyethylene pipe business is a very nice small business, we
do not believe that its value will be fully recognized as long as
it is a part of PW Eagle. By making it a stand-alone business with
its own management team, credit facility and infrastructure, it
will have the ability to grow and prosper. The Board plans to grow
PW Poly both organically and through acquisition in the small
diameter polyethylene pipe business. This segment of the industry
is very fragmented and provides a good opportunity to grow through
acquisition. The distribution to the shareholders of PW Eagle will
permit all PW Eagle shareholders to recognize the current value of
PW Poly either by receiving shares of its stock or receiving an
immediate cash distribution. This value is greatly enhanced by PW
Poly's interest in W.L. Plastics, which provides participation in
the growing large diameter segment of the polyethylene pipe
industry."

                     Amended Credit Facilities

The Company has entered into amendments to its credit agreements
with both its senior and subordinated debt lenders. These
amendments positively adjust the financial covenants for the
balance of 2003 to reflect the difficult economic environment in
which the Company has been operating this year. As a result, the
Company was in compliance with all of its credit agreements at the
end of the third quarter, ending September 30, 2003, and expects
to remain in compliance through the end of the year. These
amendments should provide the Company with ample time to further
adjust its balance sheet and revise its loan arrangements so as to
avoid future covenant defaults.

Mr. Spell commented, "I am pleased that both our senior and
subordinated debt lenders have been willing to work with us
through what has been a very difficult economic environment in our
industry. While the economic conditions in our industry in the
second and much of the third quarter have been at least as bad as
those we faced in 2001, we have been able to maintain significant
positive cash flow as a result of our restructuring and cost
saving efforts in 2001 combined with our ongoing focus on
improving our efficiency and reducing our costs."

                  Additional Balance Sheet Plans

The proceeds to the Company from many of the transactions
announced and discussed today will reduce the Company's senior
debt. This debt reduction together with the synergies from
combining the PW Pipe and ETI businesses and the improving
economic environment may make it possible for PW Eagle to repay
some or all of its subordinated debt. In order to accomplish this
repayment, the Company has retained an investment banker to seek
additional equity for the Company. PW Eagle is also currently in
discussions with its senior lenders with respect to entering into
a revised, enhanced credit facility that would dramatically reduce
the fixed charges and provide increased liquidity to the Company.
Obtaining this revised credit facility and paying off the
subordinated debt will be conditioned on completing some or all of
the additional transactions discussed above as well as obtaining
all or a portion of the equity infusion that the Company is
seeking.

Mr. Spell concluded, "I am very excited about these strategic
developments and am very optimistic about the future of PW Eagle.
With the transactions and management changes that we announced
today, we have made significant progress towards our goals of
deleveraging the Company, strengthening our balance sheet,
focusing on our core PVC pipe business, becoming an even more
efficient and low cost producer and increasing our operational
flexibility. We will continue to work to implement this strategy
by pursuing the additional transactions that were announced today.
Our plan for eliminating the subordinated debt, providing
additional equity footing for the Company and entering into a
senior credit facility will provide us with significantly more
financial flexibility and should make PW Eagle a stronger company.
We are confident that PW Eagle is positioned to take advantage of
the improvement in the general economy and the continuing recovery
in the plastic pipe industry."

                    Conference Call and Webcast

PW Eagle will hold a webcast and conference call today at 2:30
p.m. Central Time to discuss this strategic initiative. The
conference call will be available live on the Internet at
http://www.pweagleinc.com The call will also be archived at that  
location for one week following its original webcast. The
conference call telephone number is 1-800-946-0719. Use 100268 as
the confirmation code to access the call and please call a few
minutes before the beginning of the call.

PW Eagle, Inc. is a leading producer of PVC pipe and also produces
polyethylene pipe through its PW Poly subsidiary. The Company
operates eleven manufacturing facilities in the United States. PW
Eagle's common stock is traded on the Nasdaq National Market under
the symbol "PWEI."

The Company's periodic reports filed with or furnished to the
Securities and Exchange Commission are available on their Web site
at http://www.pweagleinc.comunder the heading "Investor  
Relations."

                              *    *    *

                    Liquidity and Capital Resources

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

"We had negative working capital of $2.8 million and excess
borrowing capacity under our Revolving Credit Facilities of $12.5
million at June 30, 2003.

"Cash provided by operating activities was $1.6 million in the
first 6 months of 2003 compared to $16.1 million in the first six
months of 2002. The primary use of cash was funding the increase
in inventory.

"Investing activities utilized $28.4 million primarily for the
purchase of Uponor ETI Company in the first quarter of 2003.

"Financing activities provided $28.0 million during the first six
of 2003. The primary source of cash in the first and second
quarter of 2003 was borrowings under the Senior Credit Facility of
ETI and the Revolving Credit Facility of PW Eagle. The Company
made a final payment of $0.6 million to the original owners of our
previously owned Hillsboro, Oregon manufacturing facility. Debt
issuance and financing costs of $0.5 million were incurred in
connection with the establishment of ETI's Senior Credit Facility.
Financing activities used $17.1 million in 2002. In 2002, we
entered into a sale-leaseback transaction, generating $13.4
million in proceeds. We used the proceeds to reduce term debt by
$8.8 million. The remaining sale-leaseback proceeds were applied
to the Revolving Credit Facility. Debt issuance and financing
costs of $0.9 million were incurred to complete these
transactions. These costs will be amortized and expensed as
interest expense over the life of the respective loans.

"We had commitments for capital expenditures of $0.6 million at
June 30, 2003, which we intend to fund from operating profits.
Additional sources of liquidity, if needed, include our revolving
credit line. We believe we have the financial resources needed to
meet our current and future business requirements, including
working capital requirements.

"As of June 30, 2003, the Company was in violation of certain
financial institution loan covenants on its PW Eagle senior debt,
including the funded debt to EBITDA and the net worth covenants.
The financial institutions have since waived the condition of non-
compliance with these covenants at June 30, 2003. Under current
industry conditions and debt structure, it is likely that the
Company will be in violation of these same covenants in future
periods. Therefore, the Company has reclassified a portion of its
long term debt from long term to current as of June 30, 2003, in
accordance with Emerging Issues Task Force No. 86-30,
'Classification of Obligations When a Violation is Waived by the
Creditor.' It is also likely under current industry conditions and
debt structure that the Company will be in violation of financial
covenants related to its subordinated debt and ETI senior debt in
future periods. As the Company was in compliance with the
covenants related to its subordinated debt and ETI senior debt at
June 30, 2003, the long term portion of these debts are not
reclassified to current in accordance with EITF 86-30. There is no
assurance that our lenders, note holders and lessors will waive
any future default or agree to any future amendments of our credit
facilities and leases. If we fail to obtain a waiver or amendment,
we would be required to obtain new financing from alternative
financial sources. There is no assurance that we could obtain new
financing, and if we did, there is no assurance that we could
obtain terms as favorable as our current credit facilities."


QUEBECOR MEDIA: Videotron Settles Terms of Senior Notes Offering
----------------------------------------------------------------
Quebecor Media Inc. announced that its wholly-owned subsidiary,
Videotron Ltee, has settled the terms of its previously announced
private placement of Senior Notes.  

The offering will consist of US$335.0 million aggregate principal
amount of 6-7/8% Senior Notes due January 15, 2014.  The Senior
Notes will be sold at a discount to their face amount, which will
yield net proceeds of approximately US$332 million (or
approximately C$446 million) before transaction fees. The closing
date of this offering is scheduled for October 8, 2003.

The completion of the offering is subject to certain conditions
including Videotron amending the terms of its bank credit
facilities to create a new five-year term loan of approximately
C$368 million.  The net proceeds from the sale of the Senior Notes
and the new term loan will be used to repay in full Videotron's
current term loans of approximately C$770 million (including
amounts payable under related derivative instruments) and its
revolving borrowings of approximately C$30 million.  The Senior
Notes have not been, and will not be, registered under the
Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

                          *    *    *

As reported in Troubled Company Reporter's February 13, 2003
edition, Standard & Poor's Ratings Services removed its ratings on
diversified media company, Quebecor Media Inc., from CreditWatch
with negative implications, where they were placed on Sept. 16,
2002, following the completion of Sun Media's refinancing that was
carried out largely as expected. In addition, outstanding ratings
on Quebecor Media, including the 'B+' long-term corporate credit
rating, along with all ratings on subsidiaries Sun Media Corp.,
and Videotron Ltee, were affirmed. The outlook is stable.

At the same time, ratings on Sun Media's US$97.5 million 9.5%
senior subordinated notes due February 2007, and US$53.5 million
9.5% senior subordinated notes due May 2007, were withdrawn to
reflect Sun Media's intention to call these notes in the near
term.


RANGE RESOURCES: Reduces Debt by $88 Million to $380 Million
------------------------------------------------------------
Range Resources Corporation (NYSE:RRC), in the first nine months
of 2003, reduced its debt by $88 million or roughly 24%. At
September 30, 2003, debt stood at $280 million, down from $368
million at year-end 2002. During the period, bank debt fell $26
million while subordinated notes and convertible debt dropped $62
million.

Approximately $18 million of the reduction was attributable to the
application of excess cash flow to debt repayment and $20 million
resulted from retiring convertible debt at a discount. The final
$50 million was achieved through the exchange of a new issue of
5.9% convertible preferred stock for debt. The preferred stock has
no redemption requirements and is therefore included in
stockholders' equity. During the third quarter, the Company also
issued $100 million of 7.375% Senior Subordinated Notes to redeem
higher cost debt which had a shorter maturity. In combination,
debt retirement and the refinancing reduced the Company's annual
fixed charges by approximately $4 million.

Commenting, John H. Pinkerton, the Company's President, said, "In
nine months, we reduced debt by 24% while increasing stockholders'
equity by more than $70 million. At September 30, our debt-to-
capitalization ratio fell to approximately 50%, the first time in
several years we have achieved this key financial metric. With
lower debt and growing cash flow, the Company's debt has fallen to
less than two times current cash flow. This translates into added
financial flexibility and enhances our ability to pursue our
strategy of drill bit growth coupled with complementary
acquisitions."

Range Resources Corporation (NYSE: RRC) (S&P, B+ Corporate Credit
Rating, Stable) is an independent oil and gas company operating in
the Permian, Midcontinent, Gulf Coast and Appalachian regions of
the United States.


REDBACK NETWORKS: Launches Exchange Offer for 5% Conv. Sub Notes
----------------------------------------------------------------
Redback Networks Inc. (Nasdaq:RBAK), a leading provider of
advanced telecommunications equipment, has launched an offer to
exchange shares of its common stock for all of its outstanding 5%
Convertible Subordinated Notes due 2007 in connection with
Redback's proposed out-of-court financial restructuring.

Under the terms of a lock-up agreement between Redback and certain
holders of the notes, holders of approximately 67 percent in
principal amount of the notes have already agreed to tender in the
offer.

Holders of notes will receive approximately 101.6 shares of common
stock, after giving effect to an approximate 73.39:1 reverse stock
split, for each $1,000 of principal amount of notes and related
accrued interest exchanged. Completion of the exchange offer is
conditioned upon, among other things, receipt of valid tenders
from not less than 98 percent in aggregate principal amount of
notes outstanding. Under the terms of the lock-up agreement, this
minimum condition may not be reduced without the consent of the
holders of at least two-thirds of the notes.

The exchange offer will expire at 12:00 midnight, New York City
time, on October 30, 2003, unless extended. The terms and
conditions of the exchange offer and other important information
are contained in Redback's Preliminary Prospectus/Disclosure
Statement dated October 1, 2003. The dealer manager for the
exchange offer is UBS Securities LLC. Holders of notes may request
additional copies of the Preliminary Prospectus/Disclosure
Statement and the related Letter of Transmittal by contacting The
Altman Group, the information agent, at (800) 467-0671. Holders of
notes may also obtain copies of the Preliminary
Prospectus/Disclosure Statement at the Securities and Exchange
Commission's Web site at http://www.sec.gov  

Separately, Redback announced that a Preliminary
Proxy/Prospectus/Disclosure Statement dated October 1, 2003, is
being mailed to its stockholders commencing today, October 2, 2003
in connection with a special meeting of stockholders to be held on
October 30, 2003 to approve certain matters related to Redback's
proposed financial restructuring.

Redback (S&P, CCC+ Corporate Credit Rating, Negative) enables
carriers and service providers to build profitable next-generation
broadband networks. Redback's User Intelligent Networks(TM)
product portfolio includes the industry-leading SMS(TM) family of
subscriber management systems, and the SmartEdge(R) Router and
Service Gateway platforms, as well as comprehensive User-to-
Network operating system software, and a set of network
provisioning and management software.

Founded in 1996 and headquartered in San Jose, Calif., with sales
and technical support centers located worldwide, Redback maintains
a growing and global customer base of more than 500 carriers and
service providers, including major local exchange carriers (LECs),
inter-exchange carriers (IXCs), PTTs and service providers.


REDDY ICE: $45MM Supplemental Term Loan Facility Rated at B+
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
packaged ice manufacturer Reddy Ice Group Inc.'s proposed $45
million supplemental term loan facility maturing 2009.

Proceeds from the new facility, along with cash and $10 million of
new equity, will be used to finance the company's recently
announced acquisitions of Triangle Ice Co. Inc. and Service Ice.
Total consideration for the transactions has not been publicly
disclosed.
     
At the same time, Standard & Poor's affirmed all outstanding
ratings on Reddy Ice, including the 'B+' corporate credit rating.
     
The outlook is stable. Standard & Poor's estimates that Dallas,
Texas-based Reddy Ice would have about $332 million of total debt
outstanding at closing of the transaction.
     
The proposed supplemental term loan will be an add-on to the
existing senior secured bank loan, which continues to be rated the
same as the corporate credit rating. Standard & Poor's believes
that lenders could expect substantial, but less than full,
recovery of principal in a distressed scenario. (The rating on the
proposed supplemental term loan is based on preliminary terms and
is subject to review upon final documentation.)
     
"The ratings affirmation reflects Standard & Poor's expectation
that Reddy Ice will not face significant integration issues with
the announced acquisitions, particularly with Triangle Ice," said
credit analyst David Kang. "The purchases, providing Reddy Ice
with leading market positions in North and South Carolina and
Orlando, Fla., extend Reddy Ice's current business footprint in
the southeast U.S. Although the transaction adds about $45 million
of incremental debt, Standard & Poor's does not expect this amount
to have a significant impact on credit protection measures. Nor
does Standard & Poor's anticipate additional sizable acquisitions
after these in the intermediate term."
     
The speculative-grade ratings on Reddy Ice continue to reflect its
narrow product focus, its participation in the highly fragmented
and competitive packaged ice industry, and its leveraged financial
profile. Somewhat offsetting these factors are the company's
strong EBITDA margins, established infrastructure, and solid
regional market positions.

Reddy Ice is a leading U.S. manufacturer and distributor of
packaged ice, serving more than 73,000 customer locations in 31
states and the District of Columbia.


RELIANT RESOURCES: Settles Western Market Issues with FERC
----------------------------------------------------------
The Federal Energy Regulatory Commission issued an order today
approving an agreement with subsidiaries of Reliant Resources,
Inc. (NYSE: RRI) to settle all inquiries, investigations, and
proceedings instituted by FERC involving the company in connection
with FERC's ongoing review of western energy markets.  

The settlement does not address the pending FERC refund proceeding
(Docket No. EL00-95-000).  Reliant has established a reserve,
totaling $103 million as of June 30, 2003, for the purposes of
covering potential liability under the refund proceeding.

Thursday's settlement, and the settlement with FERC trial staff
announced several weeks ago regarding the so-called "Enron gaming
practices," if approved by FERC, close out all outstanding FERC-
initiated proceedings and investigations with regard to Reliant
arising from the California and West-wide energy crisis.

"Reliant must assume responsibility for its actions," said Joel
Staff, Reliant's chairman and chief executive officer.  "We intend
to conduct our business in a fashion that not only meets the
letter and spirit of the law, but also sets a standard of
excellence based on the highest ideals of corporate
responsibility.  To this end, we have implemented a comprehensive
set of reforms aimed at ensuring that all of our activities are
consistent with a corporate philosophy based on these principles."

According to Staff, "Resolving the issues related to California
continues to be a major goal of Reliant.  We are committed to
cooperating with those remaining agencies that are continuing to
review the events of 2000 and 2001 in an effort to resolve any
other outstanding issues."  Earlier this year, Reliant announced a
settlement with the United States Securities and Exchange
Commission and another California-related settlement with FERC.

The settlement resolves all outstanding issues with respect to
Reliant of FERC's western markets investigation (Docket No. PA02-
2-000), including:  the show cause proceeding instituted in March,
2003, regarding certain trades that had been conducted with BP
Energy (Docket No. EL03-59-000); an investigation being conducted
by FERC into allegations of anomalous bidding behavior (Docket No.
IN03-10-000); and an investigation being conducted by FERC into
allegations of physical withholding of power.

The settlement, a complete copy of which is available on the
company's Web site at http://www.reliantresources.comgenerally  
provides that:

    --  All proceeds under the settlement, which could total $50
        million, will be paid into a fund established at the U.S.
        Treasury for the benefit of California and Western
        electricity consumers.

    --  Reliant will make three settlement payments, totaling $25
        million. Within 30 days of the effective date of the
        settlement, Reliant will pay $15 million into the fund
        described above.  Additional payments of $5 million each
        shall be made on September 30, 2005 and September 30,
        2006.

    --  In addition to the settlement payments, Reliant will also
        offer capacity from a portion (totaling 824 megawatts) of
        its generation portfolio in California to the market for
        2004, 2005, and 2006 on a unit-contingent, gas-tolling
        basis.  Reliant will pay the difference, up to $25
        million, between the collected auction revenues and
        Reliant's projected cash costs to generate the power into
        the fund described above.  The requirement to offer this
        capacity to the market ceases at the earlier of three
        years, or the point in time when projected auction
        revenues less Reliant's cost to generate power reach
        $25 million.

    --  For a period of 12 months following the effective date of
        the settlement, Reliant's sales in the Western power
        market will be subject to review, and Reliant will report
        sales data to FERC on a transaction-by-transaction basis.  
        Reliant has also made other commitments in the settlement
        regarding providing information to FERC upon request.

Under the terms of the settlement, Reliant will continue to retain
the ability to make sales of power at market-based rates.

FERC also found no reason to investigate Reliant further with
respect to physical withholding of power.

In addition, the FERC order issued Thursday in connection with the
settlement clarified that portion of the FERC Staff Report issued
earlier this year regarding Reliant's gas trading activities at
the Topock trading hub.  Thursday's order acknowledges that the
investigation found no evidence that Reliant had any intent to
manipulate gas prices and that Reliant's trading activities were
subject to FERC's jurisdiction and were not prohibited by FERC
regulations or Reliant's blanket gas marketing certificate.  The
Commission explicitly found that no remedy was appropriate.

Reliant Resources, Inc. (NYSE: RRI) (Fitch, B+ Senior Secured Debt
Ratings), based in Houston, Texas, provides electricity and energy
services to retail and wholesale customers in the U.S. and Europe,
marketing those services under the Reliant Energy brand name.  The
company provides a complete suite of energy products and services
to approximately 1.7 million electricity customers in Texas
ranging from residences and small businesses to large commercial,
industrial and institutional customers.  Reliant also serves large
commercial and industrial clients in the PJM (Pennsylvania, New
Jersey, Maryland) Interconnection.  The company has approximately
22,000 megawatts of power generation capacity in operation, under
construction or under contract in the U.S. and nearly 3,500
megawatts of power generation in operation in Western Europe.  For
more information, visit http://www.reliantresources.com  


SAFETY-KLEEN CORP: Wants to Implement Records Management Policy
---------------------------------------------------------------
Safety-Kleen Corp. and its direct and indirect debtor-subsidiaries
seek the Court's authority to implement a records management
policy.  

Implementing a comprehensive records management policy is an
important step in the Debtors' emergence from Chapter 11.  
Currently, the cost of retaining and storing historical documents
exceeds $250,000 per year.  In addition, costs continue to rise as
the Debtors are required to store more current documents in the
absence of a comprehensive records management policy to permit the
destruction of appropriate records.  The proposed Records
Management Policy will result in significant savings for the
Debtors and allow them to effectively manage their records in
compliance with applicable business, regulatory and legal
requirements.

                  Why The Debtors Have So Many Records

The Debtors are the product of numerous successive business
combinations.  SKC was incorporated in Delaware in 1978 as Rollins
Environmental Services, Inc.  On May 15, 1997, pursuant to a stock
purchase agreement among Rollins, Laidlaw Inc., a Canadian
corporation, and subsidiary, Laidlaw Transportation Inc., Rollins
acquired the hazardous and industrial waste operations of Laidlaw.  
At the same time, the continuing legal entity changed its name
from Rollins to Laidlaw Environmental Services, Inc.

At that time, most of the records in the former Rollins
headquarters in Wilmington, Delaware were shipped to the LESI
headquarters in Columbia, South Carolina.  These documents are
currently stored in offsite warehouses in Columbia, South Carolina
at a significant cost.  Many of these records are obsolete and
have remained undisturbed since arriving from Delaware in 1997.

On May 26, 1998, LESI completed the acquisition of the former
Safety-Kleen Corp., a Wisconsin corporation.  In that connection,
Old Safety-Kleen changed its name to Safety-Kleen Systems, Inc.  
Effective July 1, 1998, LESI began doing business as the current
SKC.  Prior to the Safety-Kleen Acquisition, both LESI and Old
Safety-Kleen had been aggressive acquirers of other companies.  
Primarily, the records of an acquired company would be boxed up
and shipped to a warehouse for future handling.

                    Thousands of Boxes of Documents

As a result of these business combinations, the Debtors have tens
of thousands of boxes of documents from their predecessors-in-
interest stored in various warehouses.  Many of these historic
documents do not relate to the Debtors' current business.  There
also are additional storage costs for magnetic and electronic
media.  In addition to these historic documents and electronic
media, the Debtors continue to produce and receive numerous
documents in the ordinary course of their business.  It is
critical that the Debtors have the ability to systematically and
efficiently manage these records.

There is simply no reason for the Debtors to continue to incur the
costs of maintaining and storing obsolete documents.  The proposed
Record Management Policy will provide the Debtors with a carefully
designed template to control the organization, dissemination,
retention and ultimate disposition of their records.  

            Records Management Policy Should Be Approved

The purpose of the Records Management Policy is to provide uniform
guidelines and procedures for the maintenance, retention and
reduction of the Debtors' records in accordance with operational,
corporate and legal requirements.

The Records Management Policy applies to all records the Debtors
or their employees create or receive within the scope of the
Debtors' business.  The Records Management Policy is carefully
designed to ensure that the Debtors:

      (i) comply with federal, state and local laws and
          regulations with respect to retention and management
          of records;

     (ii) have a system for efficiently filing, storing and  
          retrieving information; and

    (iii) can efficiently dispose of records that are no longer
          needed for a legal or business purpose.

The Records Management Policy will enhance the Debtors' ability to
manage their documents and eliminate the cost of storing obsolete
documents.

The Records Management Policy has been designed to comply with all
laws relating to the retention of documents.  In addition, the
Records Management Policy addresses the need to maintain and
preserve those documents needed for the Debtors to finally and
fully resolve any disputed claims in these Chapter 11 cases.

The Debtors believe that they may implement the Records Management
Policy in the ordinary course of their business.  However, out of
an abundance of caution, the Debtors seek Court approval of the
proposed Records Management Policy.  In this Circuit, a debtor's
sale or use of assets outside the ordinary course of business
should be approved by the Bankruptcy Court when the debtor has
demonstrated a sound business justification for the proposed
transaction.

In Safety-Kleen's case, the "sound business justification" test is
satisfied.  First, the Records Management Policy benefits the
Debtors by:

      (i) providing uniform guidelines and procedures for the
          maintenance, retention and reduction of the
          Debtors' records, and

     (ii) reducing the number of unnecessary documents stored in
          third party warehouses, thus resulting in significant
          annual savings in storage costs.

Second, the Debtors believe that by implementing the Records
Management Policy, they will be able to more efficiently control
the dissemination, retention and ultimate disposition of their
records.

                   The Records Management Policy

Company employees will be appointed to serve as Records Manager
and Records Custodians.  The Debtors' Legal Department will
research, approve and periodically revise the records policy as
appropriate.  The Internal Audit Department will likewise verify
on a regular basis that the records policy is being maintained.

All company employees are directed not to take notes of meetings
for which formal minutes are prepared.  Other than files approved
for an employee working at home from an approved home office, no
company files are to be maintained in an employee's home.  All
drafts of documents are to be discarded.  Personal files are not
to be maintained on company computers.

If any employee becomes aware of a subpoena for company records,
or of any threatened, imminent or pending government or regulatory
investigation, litigation or claims brought by or against the
Debtors, the employee is to immediately contact the Legal
Department and take immediate action to preserve all potentially
responsive or relevant documents.  The Debtors will retain those
records indefinitely, or until the Legal Department advises
otherwise, whether or not the Debtors' record retention policy
would otherwise provide for the deletion or destruction of those
records in the ordinary course of business.

The Debtors' policy directs that records should never be
selectively destroyed.  Only entire groups or classes of records
should be routinely destroyed in accordance with the policy and in
the ordinary course of the Debtors' businesses.  Records that have
been sent to the Records Custodians, are held in storage, and have
met their retention period, will be destroyed on a regular basis.  
Records Custodians and the Legal Department will be advised of any
scheduled destruction of records at least 90 days before
destruction.

                          Objections

(1) Shell Oil Company, Shell Chemical Company, Shell Offshore,
    Inc., SWEPI and Syngenta Crop Protection formerly known as
    Novartis Crop Protection formerly known as Ciba Geigy
    Corporation

Brian A. Sullivan, Esq., at Werb & Sullivan, in Wilmington,
Delaware, relates that a civil action was filed on May 10, 1996 in
the 18th Judicial District Court in the Parish of Iberville, State
of Louisiana, entitled "Carton Gene Rineheart, et al v. Ciba-Geigy
Corporation, et al."  This action was subsequently removed to the
United States District Court for the Middle District of Louisiana.  
On August 4, 2000, Chief Judge Frank J. Polozola of the Middle
District of Louisiana assigned the case to District Judge Richard
Haik of the Western District of Louisiana.  This civil proceeding
was transferred to the United States District Court for the
Western District of Louisiana on January 2, 2001.

A second civil action was filed on October 1, 1999 in the 15th
Judicial District Court in the Parish of Lafayette, State of
Louisiana, entitled "Bryson Adams, et al. v. Environmental
Purification Advancement Corporation, et al."  This action was
removed to the United States District Court for the Western
District of Louisiana.  On January 2, 2001, the case was
transferred to the United States District Court for the Western
District of Louisiana and assigned to District Judge Richard Haik
of the Western District of Louisiana.

These two civil proceedings -- Rineheart and Adams -- have been
pending for several years.  Due to the large number of plaintiffs
and defendants involved in these matters and the complexity of the
issues involved in these proceedings, a time frame as to the
resolution of the litigation is unknown.  Therefore, all
environmental documents and/or reports of any nature must be
retained until the completion of the Bryson Adams Litigation due
to the uncertainty as to the amount and extent of the alleged
personal injuries, alleged property damage arising out of
operation of certain waste disposal facilities in Louisiana, and
alleged failure of the defendants to properly store, dispose,
transport or treat materials which were stored and disposed of
at the Environmental Purification and Advancement, Inc., and the
Clean Land, Air and Water, Inc. sites.

In addition, the contamination through release of hazardous
materials allegedly began as early as 1976 and has continued
through the present date.  There are open issues as to the extent
and area contaminated either by air, water supply, or by the
transporting of hazardous materials from the site.

There is no proposed resolution or trial date set in the Bryson
Adams Litigation yet.  Therefore, the Records Management Policy
should not apply to any and all environmental documents and
reports relating to, effecting, or in any way pertaining to Bryson
Adams Litigation.

Therefore, Shell and Syngenta ask Judge Walsh not to approve the
Debtors' Records Management Policy as it relates to any and all
environmental documents and reports relating to, effecting, or in
any way pertaining to the Bryson Adams Litigation.  Alternatively,
Shell and Syngenta ask the Court to exclude from the scope of the
Records Management Policy any and all environmental documents and
reports relating to, effecting, or in any way pertaining to the
Bryson Adams Litigation.

(2) PricewaterhouseCoopers LLP (Canada)

According to Kathleen M. Miller, Esq., at Smith Katzenstein Furlow
LLP, in Wilmington, Delaware, and Richard Cashman, Esq., at Heller
Ehrman White & McAuliffe LLP, in New York, while PwC Canada is
sympathetic to the Debtors' desire to reduce its document storage
costs, PwC Canada objects to the proposed policy because Safety-
Kleen has brought a lawsuit against PwC Canada, and, unless
clarified, the proposed Records Management Policy may permit
Safety-Kleen to destroy business records necessary and relevant to
PwC Canada's defense of the pending litigation.

PwC Canada is a limited liability partnership organized under the
laws of the Province of Ontario, Canada.  It provides auditing
services in Canada.  Safety-Kleen and others filed a lawsuit
against PwC Canada in October 2001 in the Circuit Court of South
Carolina, Richland County. The lawsuit is captioned "Safety-Kleen
Corp. et al. v. PricewaterhouseCoopers LLP and
PricewaterhouseCoopers LLP (Canada)." The Litigation is currently
in the pre-trial discovery stage, with trial scheduled for the
Spring of 2004.  It is not an inconsequential matter.  It involves
complex business transactions and Safety-Kleen is seeking damages
of no less than $1 billion.

Safety-Kleen asserts in the Litigation claims against PwC Canada
for negligent misrepresentation and professional negligence.  
Those claims involve, among others, 1996 financial statements
issued by Laidlaw Environmental Services, Inc., in connection with
the acquisition of LESI in 1997 by Rollins Environmental Services,
Inc.  

While Safety-Kleen already has produced many documents in
connection with the Litigation, more and more documents are being
produced as discovery continues.  By way of example, as a result
of deposition testimony, Safety-Kleen recently reported that it
had found 58 boxes of additional materials stored in a warehouse
that had to be produced for the parties' review.  Those documents
related to the Rollins transaction and, though called for by
previous document demands, had never been produced.  Apparently,
Safety-Kleen had not even thought to look for those documents
until after the deposition had occurred.

By way of further example, Safety-Kleen has been asked to produce
still more documents relating to the Rollins transaction,
including documents maintained by Rollins itself, like Rollins'
loan documents, and documents pertaining to Rollins' due diligence
efforts and negotiation of the transaction with LESI.  Whether
additional documents responsive to these requests will be produced
is still to be determined.  In any event, discovery is continuing
and all documents relevant to the case must be maintained in their
original state if the parties are to be able to present the case
fairly at trial.

Although PwC Canada does not believe that the proposed Records
Management Policy was intended to permit the destruction of
documents relevant to litigation already pending, the proposed
Policy is ambiguous in this regard.  For example, while the
proposed Policy requires the retention of documents newly
subpoenaed in connection with a litigation that a Safety-Kleen
employee becomes aware of after adoption of the Policy, the Policy
is silent about the need to retain documents relevant to
litigation that an employee was aware of before the adoption of
the policy.  That is PwC Canada's concern.

While PwC Canada does not object to the implementation of a
records management policy by Safety-Kleen, PwC Canada objects to
the extent that the proposed Records Management Policy does not
adequately protect its interest in the preservation of documents
relevant to the Litigation.  Given that Safety-Kleen also should
be concerned with preserving all such documents, it should have no
objection to a revision to its proposed order, which states that:

      "The [granting of the Motion] notwithstanding, the Debtors
      shall retain all documents in their possession relevant to
      the issues in the action filed by Safety-Kleen Corp. in
      the Circuit Court of South Carolina, Richland County,
      captioned Safety-Kleen Corp., et. al. v.  
      PricewaterhouseCoopers LLP and PricewaterhouseCoopers LLP
      (Canada), Case No. 01-CP-40-4213, pending the final
       outcome of that litigation."

Ms. Miller explains that this new paragraph actually does no more
than restate Safety-Kleen's existing obligations under the law --
to preserve all documents relevant to a lawsuit it itself has
brought.  PwC Canada is concerned that without the insertion of
this language, documents needed for its defense of the Litigation
may be destroyed. (Safety-Kleen Bankruptcy News, Issue No. 65;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


SANMINA-SCI: Set Fourth-Quarter Conference Call for October 23
--------------------------------------------------------------
In conjunction with Sanmina-SCI Corporation's (Nasdaq: SANM)
Fiscal 2003 Fourth Quarter earnings elease, you are invited to
listen to its conference call that will be broadcast live over the
Internet on Thursday, October 23, 2003 at 5:00 PM EDT.  Mr. Jure
Sola, Chairman and Chief Executive Officer of Sanmina-SCI
Corporation will lead the call.

    What:        Sanmina-SCI Corporation's Fiscal 2003 Fourth
                 Quarter Earnings

    When:        Thursday, October 23, 2003 at 5:00 PM EDT

    Web Link:    

  http://www.firstcallevents.com/service/ajwz389714523gf12.html

    Teleconference   Dial in Number:  877-273-6760 - Domestic
    Information:                      706-634-6605 - International

    Contact:     Sanmina-SCI's Investor Relations at 408-964-3610

Sanmina-SCI Corporation is a leading electronics contract
manufacturer serving the fastest-growing segments of the global
electronics manufacturing services market. Recognized as a
technology leader, Sanmina-SCI provides end-to-end manufacturing
solutions, delivering unsurpassed quality and support to large
OEMs primarily in the communications, defense and aerospace,
industrial and medical instrumentation, computer technology and
multimedia sectors of the market. Sanmina-SCI has facilities
strategically located in key regions throughout the world.  More
information regarding the company is available at
http://www.sanmina-sci.com

                       *     *     *

As reported in Troubled Company Reporter's August 21, 2003
edition, Fitch Ratings initiated coverage of Sanmina-SCI Corp. The
company's first-lien senior secured bank facility is rated 'BB+',
the second-lien senior secured notes are rated 'BB', and senior
subordinated notes are rated 'B+'. The Rating Outlook is Stable.
Approximately $2.1 billion of debt is outstanding.

The ratings reflect customer and industry concentration, pricing
pressures including for printed circuit board fabrication, lower
but improved capacity utilization levels, and execution risk
relating to the company's various restructuring programs. Also
considered are the company's leading position in the Electronics
Manufacturing Services industry, consistent operating cash flow
and free cash flow, improved capital structure and working capital
metrics, and unique operating model and strong long-term
management team. The Stable Rating Outlook reflects the company's
consistent revenue base, stabilizing but still challenging demand
environment for its end markets, and cost cutting initiatives,
especially for the PCB segment, which continues to experience
operating losses but is generating cash. Even though Fitch expects
third quarter weakness for the European market as well continued
pressure on telecommunications capital spending, Sanmina has
flexibility within the current ratings for moderate operational
and industry shortfalls.


SEMCO ENERGY: Moody's Revises Low-B Ratings Outlook to Negative
---------------------------------------------------------------
Moody's Investors Service confirmed the ratings of Port Huron,
Michigan-based diversified natural gas distribution company SEMCO
Energy, Inc. (Ba2 senior unsecured) and changed the outlook to
negative.

Affected ratings are:

SEMCO Energy, Inc.

   - senior unsecured Ba2,
   - subordinated Ba3,
   - shelf (P)Ba2 senior unsecured/(P)Ba3 subordinated

SEMCO Capital Trust I -- trust preferred Ba3.

The change in outlook reflects continuing profit pressures from
the underperformance of SEMCO's construction business ($9 million
negative EBIT from construction vs. $49 million consolidated EBIT
in the last twelve months ended 6/30/03), relates Moody's.

The business is suffering from a cyclical slump and difficult
competitive conditions, and it is uncertain when it might turn
around. If negative operating earnings in the construction segment
persist, they will depress SEMCO's debt coverages and could test
its cushion under its credit facility covenants, particularly if
the company decides to take impairment charges.

Moody's says it will closely monitor the performance of SEMCO's
construction business and its success in curtailing capital
expenditures in order to minimize cash losses for the segment. "We
will also monitor the progress in selling APC. Further
deterioration in construction, potential for covenant violations,
and inability to consummate the APC sale in a timely manner would
result in a rating downgrade," according to Moody's.


SHAW GROUP: Names Tim Barfield President/Chief Operating Officer
----------------------------------------------------------------
The Shaw Group Inc. (NYSE: SGR) has expanded its executive
management team. Tim Barfield, currently President of Shaw
Environmental and Infrastructure, Inc., has been named President
and Chief Operating Officer of The Shaw Group Inc.

Mr. Barfield will also serve on the Company's Board of Directors.
J.M. Bernhard, Jr. will continue as the Company's Chairman and
Chief Executive Officer. Diana Severs Ferguson succeeds
Mr. Barfield as President of Shaw E&I.

"Tim has played a key role in Shaw's growth and success during his
nine-year tenure. He has consistently demonstrated the ability to
execute strategically, manage effectively and deliver solid
results," stated J.M. Bernhard, Jr. "Tim has been instrumental in
helping shape the Company's vision and has earned the respect of
industry peers as well as Shaw's management and employees. I look
forward to working closely with Tim as Shaw continues efforts to
streamline operations and expand our global market penetration,"
Bernhard added.

Mr. Barfield joined The Shaw Group in 1994 and has served in
various roles within the organization including Secretary and
General Counsel, Managing Director of Shaw U.K., President of Shaw
APP, and Senior Vice President of Special Projects. He has served
as President of Shaw E&I since Shaw acquired The IT Group, Inc. in
May 2002 and has directed and managed the integration of The IT
Group's operations into Shaw. Prior to his role as President of
Shaw E&I, Mr. Barfield was Senior Vice President of Special
Projects and Assistant to J.M. Bernhard, Jr. In this position,
Mr. Barfield was responsible for Shaw's strategic initiatives and
projects, including mergers and acquisitions, post-merger
integration, financial transactions, strategic customer alliances,
and operations oversight. Prior to joining Shaw, Mr. Barfield
practiced law with Vinson & Elkins LLP concentrating in
securities, financing, and mergers and acquisition matters.
Mr. Barfield holds a Bachelor of Science in Business
Administration and Juris Doctorate from Louisiana State
University.

Prior to joining Shaw, Diana Severs Ferguson served as President,
Defense Group at Fluor Corporation. The position charged her with
the business responsibilities for all of Fluor's defense business
with the federal government, including business unit operational
and financial performance, customer relationship management,
business development, sales and strategic planning. Ms. Severs
Ferguson comes to Shaw following a 23-year career with Fluor in
which she moved up the ranks from project management positions to
executive positions in consumer products, sales, marketing and
strategic planning. Ms. Severs Ferguson holds a Bachelor of
Science in Civil/Structural Engineering from the University of
California, Irvine.

"We are fortunate to have someone of Diana's professional stature
on our executive management team," said Mr. Barfield. "Diana has a
proven track record of delivering on strategy and generating
results. She brings a wealth of experience and expertise to Shaw
and will help us move forward strategically using new
implementation tactics."

The changes that come along with Mr. Barfield's move to President
and COO and Ms. Severs Ferguson's arrival at Shaw bring an
expansion to the Company's executive team, including some shifts
in responsibility and new placements.


Richard F. Gill, who previously served as the Company's COO, will
continue in his role as Executive Vice President, now with a
primary focus on leading and coordinating certain key strategic
initiatives and customer relationships. Mr. Gill has also been
named Chairman of the Executive Committee, whose primary objective
is to coordinate the implementation of the Company's strategic
plan, with a particular emphasis on Shaw's interdivisional
initiatives.

The Company has also appointed Chief Information Officer G.
Patrick Thompson, Jr. to Senior Vice President of Administration.
In his expanded role with Shaw, Mr. Thompson will continue as CIO
and will oversee business integration opportunities as well as key
administrative areas of the Company including facilities
management, risk management and insurance.

"Expanding Shaw's leadership team is part of our strategic plan,"
said Mr. Bernhard. "Streamlining our operations, focusing on
profitability and adding depth to our management team provides us
with a solid platform on which to build for our future and realize
our full potential in the marketplace."

The Shaw Group Inc. (S&P, BB Corporate Credit and Senior Unsecured
Bank Loan Ratings, Negative) is a leading global provider of
engineering, procurement, construction, maintenance, fabrication,
manufacturing, consulting, remediation, and facilities management
services for government and private sector clients in the power,
process, environmental, infrastructure and homeland defense
markets. The Company is headquartered in Baton Rouge, Louisiana
and employs approximately 17,000 people at its offices and
operations in North America, South America, Europe, the Middle
East and the Asia-Pacific region. For further information, visit
the Company's Web site at http://www.shawgrp.com  


SIEBEL SYSTEMS: Reports Prelim. Results for September Quarter
-------------------------------------------------------------
Siebel Systems, Inc. (Nasdaq:SEBL), a leading provider of
eBusiness applications software, announced preliminary results for
the quarter ended September 30, 2003.

The company expects total revenues for the third quarter of 2003
to be in the range of $320 million to $322 million and license
revenues to be in the range of $109 million to $110 million. The
company's estimated cash, cash equivalents, and short-term
investments were approximately $2.024 billion as of September 30,
2003, the net result of approximately $30 million in cash
generated from operations during the quarter offset by a reduction
of $308 million from the redemption of convertible debt. The
redemption of convertible debt eliminated substantially all of the
company's debt as of September 30, 2003.

The company expects its net loss for the third quarter, including
restructuring and other charges, to be approximately $0.12 per
share. These charges relate to the company's previously announced
restructuring and debt repurchase. The company expects its
earnings per share for the third quarter of 2003, excluding
restructuring and other charges, to be approximately $0.03 per
share. Specifically, the company expects to report the following
restructuring and other charges for the third quarter of 2003:

- Restructuring and other related charges of approximately $107
  million.

- Debt retirement and associated costs of approximately $11
  million incurred in connection with the repurchase of the
  company's $300 million convertible subordinated debentures. This
  charge will be recorded against Other Income.

- A tax benefit associated with both of these charges of
  approximately $42 million.

With the completion of these restructuring activities, the company
is on track to achieve its previously stated goals of $30 million
per quarter in savings in the fourth quarter of 2003 and $40
million per quarter in savings by the second half of 2004 compared
with Q2 2003 expenses prior to the initiation of this
restructuring. Headcount as of September 30, 2003 was 4,984.

Siebel Systems, Inc. (Nasdaq:SEBL) (S&P, BB Corporate Credit and
B+ Subordinated Ratings), is a leading provider of eBusiness
applications software, enabling corporations to sell to, market
to, and serve customers across multiple channels and
lines of business. With more than 3,500 customer deployments
worldwide, Siebel Systems provides organizations with a proven
set of industry-specific best practices, CRM applications, and
business processes, empowering them to consistently deliver
superior customer experiences and establish more profitable
customer relationships. Siebel Systems' sales and service
facilities are located in more than 28 countries.


SPHERION CORP: S&P Affirms B+ Rating with Negative Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Spherion
Corp. to negative from stable and affirmed its 'B+' corporate
credit rating. Standard & Poor's withdrew its ratings on Spherion,
reflecting the relatively small amount of debt and a low level of
market visibility.
     
The Ft. Lauderdale, Fla.-based personnel services provider had
total debt of $98 million and $90 million in cash as of June 27,
2003.
     
"The outlook revision reflects poor profitability, and Standard &
Poor's concern that cash balances may be reduced should staffing
industry conditions remain depressed over the near-intermediate
term," said Standard & Poor's credit analyst Hal Diamond.
     
EBITDA was minimally positive for the six months ended June 30,
2003, reflecting declining demand, pricing pressures, and higher
payroll costs. The company has not achieved profitable business
diversity, as earnings are weak in all of the company's three
staffing segments. Recruitment revenues (70% of the total)
decreased 3% in the first half of 2003 on lower demand and pricing
pressures. The staffing business incurred a $2.5 million operating
loss compared to segment operating profit of $3.8 million in the
prior year. Technology revenues (15% of total) decreased 19% due
to continued lower demand for IT staffing services, while segment
operating profit fell 78% due to unabsorbed overhead. Outsourcing
revenues decreased 10% primarily due to the loss of customer
contracts, and segment operating profit decreased 37%.
     
Spherion has implemented a number of cost-containment initiatives,
including staff reductions and office consolidations. However,
these measures are offset by the weak staffing industry
environment, strained information technology budgets, and the
company's goal to rapidly grow its outsourcing business. Spherion
has expanded its selling organization, but Standard & Poor's is
concerned about future returns on this investment.


SOUTHERN UNION: $200MM Preferred Stock Earns S&P's BB+ Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' rating to
the Southern Union Co.'s $200 million 7.55% noncumulative
preferred stock.
     
The outlook is stable. Pennsylvania-based Southern Union had $2.6
billion of total debt outstanding as of June 30, 2003.
     
The preferred stock is callable in five years. Ownership of the
preferred stock is represented by depositary shares, each equal to
10% of a $250 preferred share. Proceeds will be used to redeem the
company's $100 million 9.48% trust originated preferred shares.
Remaining funds will be used to pay down other debt.
     
"The stable outlook reflects management's commitment to
substantial debt reduction following the acquisition of Panhandle
Eastern Pipe Line," said Standard & Poor's credit analyst Judith
Waite.
     
"Using cash from operations and the proceeds from asset sales,
Southern Union's consolidated debt will be lowered to around 55%
of capital within the next 12 to 18 months, a level that is more
appropriate for the current 'BBB' corporate credit rating," added
Ms. Waite.


STARWOOD HOTELS: Will Publish Third-Quarter Results on Oct. 30
--------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) will release
the Company's third quarter financial results prior to market open
on Thursday, October 30, 2003, followed by a conference call at
10:30 a.m. (eastern).

The conference call will include a brief discussion of the quarter
followed by questions and answers. The call will be moderated by
Dan Gibson, Senior Vice President, Corporate Affairs and will
include remarks by Barry Sternlicht, Chairman and Chief Executive
Officer and Ron Brown, Executive Vice President/Chief Financial
Officer.

Participants may listen to the simultaneous webcast of the
conference call by logging onto the company website
http://www.starwood.com choosing "Press Releases" within the  
Investor Relations section of the website at 10:30 a.m. eastern.

In addition, a replay has been arranged, which will air from
Thursday, October 30 at 1:30 p.m. (eastern) through Thursday,
November 6 at 8:00 p.m. The replay will be available on the
Company's website or by dialing 719-457-0820 (access code is
636297).

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


TCW LINC: Fitch Slashes Two Note Ratings to Junk and D Levels
-------------------------------------------------------------
Fitch Ratings downgrades two tranches of notes issued by TCW
Leveraged Income Trust, L.P. (TCW LINC) and takes them off Rating
Watch Negative. At this time the senior secured credit facility
has been paid in full. The following rating action is effective
immediately:

   --$70,500,000 senior secured notes due Sept. 30 2003 to 'DDD'
     from 'BB';

   --$105,000,000 subordinated secured notes due March 31, 2004 to
     'CC' from 'CCC'.

TCW LINC, a market value collateralized debt obligation that
closed on March 26, 1997, is managed by TCW Investment Management
Company. The legal final maturity date of the senior secured notes
was Sept. 30, 2003. The rating of the senior secured notes
addressed the full payment of interest and principal by the legal
final maturity date. The original balance of the senior secured
notes was $150,000,000. On Sept. 30, 2003, the senior secured
notes were not paid in full and the notes are currently in payment
default. The issuer's failure to redeem the senior secured notes
on the legal final maturity date triggered the further downgrade
of these notes.

As of the latest valuation report available, Sept. 12, 2003, the
overcollateralization ratio of the senior secured notes was 141%.
Given this asset coverage and the ability to realize value on the
portfolio investments through an orderly liquidation over time,
full recovery is expected on the remaining balance of the senior
secured notes.

Furthermore, the subordinated secured notes are downgraded to 'CC'
and removed from Rating Watch Negative at this time. These notes
are not in payment default, as their legal final maturity date is
March 31, 2004.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


TECO ENERGY: Completes Sale of Hardee Power Station for $100MM
--------------------------------------------------------------
TECO Energy's (NYSE: TE) TECO Power Services subsidiary reported
that it completed the sale of Hardee Power Partners, Ltd., the
owners of the Hardee Power Station effective September 30th to an
affiliate of Invenergy LLC and GTCR Golder Rauner LLC.

The sale, originally announced August 26, 2003, will generate cash
proceeds of about $100 million, inclusive of escrowed amounts.  In
addition, the purchasers assumed all project-related debt
including the synthetic lease associated with the facility.  The
transaction resulted in a pretax book gain of more than $60
million to be recorded in the third quarter.  Proceeds from the
sale are expected to be used to repay short-term indebtedness and
for general corporate purposes.

TECO Power Services is a subsidiary of TECO Energy --
http://www.tecoenergy.com-- a diversified, energy-related holding  
company headquartered in Tampa.  Its principal businesses are
Tampa Electric, Peoples Gas, TECO Power Services, TECO Transport,
TECO Coal and TECO Solutions.

                         *   *   *

As reported in Troubled Company Reporter's April 29, 2003 edition,
Fitch Ratings downgraded the outstanding ratings of TECO Energy,
Inc. and Tampa Electric Company as shown below. The Rating Outlook
for both issuers has been revised to Negative from Stable.

     TECO Energy, Inc.:

         -- Senior unsecured debt lowered to 'BB+' from 'BBB';

         -- Preferred stock lowered to 'BB' from 'BBB-'.

     TECO Finance (guaranteed by TECO)

         -- Medium term notes lowered to 'BB+' from 'BBB';

         -- Commercial paper withdrawn.

     Tampa Electric Company:

         -- First mortgage bonds lowered to 'A-' from 'A';

         -- Senior unsecured debt lowered to 'BBB+' from 'A-';

         -- Unsecured pollution control revenue bonds
            (Hillsborough County, Florida IDA for Tampa Electric)
            lowered to 'BBB+' from 'A-';

         -- Commercial paper unchanged at 'F2';

         -- Variable rate mode unsecured pollution control
            revenue bonds (Hillsborough County, Florida IDA for
            Tampa Electric) unchanged at 'F2'.

The downgrade of TECO Energy's ratings reflect the higher-than-
expected debt leverage on a cash flow basis (gross debt measured
against earnings before interest taxes depreciation and
amortization), and the negative impact on earnings and cash flow
measures from increased interest expense, weaker projected
earnings and higher-than-anticipated capital expenditures.


THERMACELL TECH.: Completes Merger Deal with Absolute Industries
----------------------------------------------------------------
On August 23, 2003, ThermaCell Technologies Inc. closed on an
Agreement and Plan of Merger with Absolute Industries, LLC, a
Texas limited liability company. Absolute is engaged in pickup,
disposal, remediation and transportation of waste for residential
and commercial companies, primarily in South Texas. In addition,
Absolute rents containers for waste storage and disposal. Absolute
had audited gross revenues of approximately $4.4 million for
fiscal year ended December 31, 2002. The merger with Absolute is
ThermaCell's initial step to effect a consolidation of small to
medium size businesses in the solid waste disposal industry.

Pursuant to the terms of the Merger Agreement, Absolute merged
into a newly formed Texas corporate subsidiary of ThermaCell with
ThermaCell's subsidiary being the surviving entity. As such, the
prior business and operations of Absolute are now contained in
ThermaCell's wholly owned Texas subsidiary.

In accordance with the terms of the Merger Agreement, 100% of the
equity interests of Absolute were exchanged for 27,000,000 shares
of ThermaCell's Class A Convertible Preferred Stock. Each share of
preferred stock is convertible into one (1) share of common stock
and entitled to three (3) votes.

Prior to the Merger, ThermaCell Technologies had 10,000,000 new
common shares outstanding which were approved for issuance under
its Plan of Reorganization, which was confirmed in August, 2002.
All of such shares have been issued to the existing shareholders,
creditors and debtor in possession funding source. As part of the
Merger with Absolute, an additional 10,000,000 new restricted
common shares were issued. 4,000,000 of such new restricted common
shares were issued to Private Capital Group, Inc. - one of the
managers of Pac Funding, LLC, the debtor in possession funding
source. 1,000,000 new restricted common shares were issued to
Thomas F. Duszynski, who is an affiliate of Augustine Fund, LP,
the other co-manager of Pac Funding, LLC. 3,000,000 new restricted
common shares were issued to The Harrelson Group, which acted as a
finder and facilitator for this Merger. 2,000,000 new restricted
common shares were issued as consideration for additional capital.

Accordingly, after the Merger the issuer has 20,000,000 common
shares outstanding and 27,000,000 preferred shares outstanding,
each of which is converted into one (1) common share. ThermaCell
changed its name to Absolute Waste Services, Inc., and increased
its authorized capital stock to consist of 150,000,000 authorized
common shares and 50,000,000 authorized preferred shares.

As part of the Merger, the Board of Directors and officers were
reconstituted to consist of James D. Wright,  William M. Davis,
Lawrence A. Woods, and Thomas F. Duszynski.  Mr. Huggins and Mr.
Hinsley resigned as directors and officers of the Company.  The
Company agreed not enter into any reverse stock splits until its
stock is closed at or above  $3.00 per share for 90 consecutive
trading days, or until August 24, 2004, whichever occurs first.

In connection with the Merger Agreement, Thomas F. Duszynski and
Don Huggins entered into an Inducement/Indemnity Agreement, which
requires Pac Funding, LLC to indemnify the Company for any
liabilities, debts and obligations of the Company that existed
prior to the closing date or were not otherwise discharged as part
of the bankruptcy proceeding. The estimated amount of assumed
liabilities by Pac Funding, LLC is approximately $340,000. In
addition, Pac Funding, LLC is obligated to pay the professional
fees and other expenses in connection with the Company's Form
15c2-11 application with the NASD and EDGAR filing costs through
September 30, 2004. The indemnity obligations are not personal
obligations or guaranties of Mr. Duszynski and Mr. Huggins, rather
obligations of Pac Funding, LLC. Mr. Duszynski, Mr. Huggins and
Absolute make certain other representations and warranties as is
more fully set forth in the Inducement/Indemnity Agreement.

In light of the Absolute merger, management of the Company is
currently evaluating the alternatives that may be available
relating to the future of ThermaCell Industries, Inc., a wholly
owned subsidiary of the Company. ThermaCell Industries, Inc. is
currently the owner of the Company's evacuated microsphere
technologies. These assets are carried at a nominal value on the
Company's financial statements. The physical plant and assets for
microsphere evacuation is in a warehouse located in Deland,
Florida. The Company is currently negotiating with other parties
to potentially divest itself of such assets in order to obtain
additional capital.

The new CUSIP number for the Company's common shares is 00387L 10
6. On September 3, 2003 the NASD released the  Company's new call
symbol "ABWS", which replaces the prior call symbol "VCLL". The
Company has filed a Form 15c2-11 to trade the common shares on the
pink sheets and intends to submit a further application in the
near future to trade on the OTC electronic bulletin board.


TOM'S FOODS: Low-B Ratings Lowered on Weak Operating Performance
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on regional snack food manufacturer Tom's Foods Inc. to 'B'
from 'B+' and its senior secured debt rating on Tom's Foods' 10.5%
senior secured notes due Nov. 1, 2004, to 'B-' from 'B'.
     
At the same time, Standard & Poor's revised its outlook on Tom's
Foods to negative from stable.
     
"The rating actions reflect the company's weak operating
performance for the 24-week period ended June 14, 2003, and
Standard & Poor's expectation of weaker credit protection measures
for the full fiscal year 2003," said credit analyst David Kang.
"The decline in profitability is due largely to decreased contract
pack production and increased energy and commodity costs. Standard
& Poor's is concerned that Tom's Foods' financial performance will
continue to be pressured by challenging business conditions in the
intermediate term. Moreover, the timing of any recovery in credit
protection measures is uncertain."
     
The rating actions also reflect Standard & Poor's concerns that
continued deterioration in operating performance could hurt the
company's ability to refinance its credit facility, which matures
in August 2004, and its 10.5% senior secured notes due Nov. 1,
2004.
     
Total debt outstanding (including outstanding borrowings on the
revolving credit facility) at June 14, 2003, was about $66.5
million.
     
The ratings on Tom's Foods Inc. reflect the company's
participation in the highly competitive snack food industry and
its weak financial profile. These factors are partially mitigated
by the company's regional brand name, diverse product offerings,
and niche distribution strategy.

Columbus, Ga.-based Tom's Foods is a regional snack food
manufacturing and distribution company. Its product categories
include chips, sandwich crackers, baked goods, nuts, and candy.
Tom's Foods competes with larger, financially stronger players in
the competitive snack food industry by focusing marketing and
distribution efforts in the southern U.S. Unlike most of its
competitors, Tom's Foods distributes primarily through small,
independent retail outlets and vending machines, rather than large
national supermarket chains, mass merchants, and convenience
stores.


TRANSAX INTERNATIONAL: Pulls Plug on Labonte & Co. Engagement
-------------------------------------------------------------
On September 22, 2003, the Board of Directors of Transax
International Limited, a Colorado corporation, terminated the
services of LaBonte & Co., Chartered Accountants as principal
independent accountants for the Company.  The  termination of
LaBonte is a result of the consummation of a merger between
Transax Limited and Vega-Atlantic Corporation and the subsequent
decision by the Board of Directors that it would be in the best
interests of the Company to effect a change in auditors to the
current auditors of Transax Limited.  

The report of LaBonte for fiscal year ended March 31, 2003
indicated the following:

     "In the United States, reporting standards for auditors would
require the addition of an explanatory paragraph  following the
opinion paragraph when the financial statements are affected by
conditions and events that cast substantial doubt on the Company's
ability to continue as a going concern, such as those described in
Note 1. Our report to the stockholders and Board of Directors
dated June 3, 2002 is expressed in accordance with Canadian
reporting standards which do not permit a reference to such
conditions and events in the auditors' report when these are
adequately disclosed in the financial statements."

On September 22, 2003, the Board of Directors of the Company
approved and authorized the engagement of Moore Stephens, P.C.,
331 Madison Avenue, New York, New York 10017-5102 as the principal
independent auditors for the Company.


TRENWICK GROUP: Completes Sale of Trenwick International Limited
----------------------------------------------------------------
Trenwick Group Ltd. (in Provisional Liquidation), announced that
its subsidiary Trenwick Holdings Limited has completed the
previously announced sale of all of the capital stock of Trenwick
International Limited, Trenwick's London-based specialty insurance
and reinsurance subsidiary, currently in runoff, as well as all of
the capital stock of Trenwick Management Services Ltd and
Specialist Risk Underwriters Limited, to LCL Acquisitions Ltd, an
associated company of the Litigation Control Group.

TMS is Trenwick International's management services company. SRU
is a company that has carried out underwriting agency services for
Trenwick International and other entities. The Financial Services
Authority of the United Kingdom has approved the transaction.
Background Information

Trenwick is a Bermuda-based specialty insurance and reinsurance
underwriting organization with subsidiaries located in the United
States, the United Kingdom and Bermuda. Trenwick's operations at
Lloyd's, London underwrite specialty insurance as well as treaty
and facultative reinsurance on a worldwide basis. Trenwick's
United States specialty program business and its United States
reinsurance business through Trenwick America Reinsurance
Corporation are now in runoff. In 2002, Trenwick sold the in-force
business of LaSalle Re Limited, its Bermuda based subsidiary.

On August 20, 2003, Trenwick and its affiliates LaSalle Re
Holdings Limited and Trenwick America Corporation, as a step in
its previously announced restructuring and in accordance with its
August 6, 2003 letter of intent with creditors, filed for
protection under chapter 11 of the United States Bankruptcy Code
with the United States Bankruptcy Court for the District of
Delaware.

Additionally, Trenwick and LaSalle Re Holdings filed proceedings
in the Supreme Court of Bermuda, known under Bermudian law as
"winding up", as a further step in the restructuring and in
accordance with the previously announced Letter of Intent.
Trenwick's insurance company subsidiaries, Trenwick America
Reinsurance Corporation, The Insurance Corporation of New York and
LaSalle Re Limited, all of which are in runoff, and its Lloyd's
operations are not subject to the proceedings in the Bankruptcy
Court or the Supreme Court of Bermuda and their operations
continue.


TSI TELSYS: Third Quarter FY2003 Orders Increase by US$1.2 Mil.
---------------------------------------------------------------
TSI TelSys Corporation announced that its operating subsidiary,
TSI TelSys Inc., has booked US$1.2 million in new orders in the
third quarter of FY2003. This brings the Company's order total for
FY2003 to date to US$4.1 million.

The order total for the third quarter, which ended on September
26, 2003, included several additional orders for TSI TelSys
telemetry systems, spare parts and maintenance to support the U.S.
Department of Defense's Space Based Infrared Systems program. The
total also includes orders from an existing aerospace customer to
provide transceiver development support, as well as the renewal of
several maintenance contracts with existing customers to provide
continued support for TSI TelSys systems that have already been
deployed.

As was previously announced on September 15, 2003, during the
third quarter TSI TelSys also received the first order for its new
Compact Telemetry Receiver.

Jim Chesney, TSI TelSys' President/CEO said "I am very pleased to
note that bookings in the first three quarters of 2003 have
already exceeded the bookings total for all of 2002."
    
The Company also announced that its operating subsidiary, TSI
TelSys Inc., has promoted John P. Welch to the position of Chief
Technology Officer and that TSI TelSys Corporation has appointed
Gary L. Bohlke to serve as Company Secretary and to serve as legal
counsel.
    
Mr. Welch joined TSI TelSys Inc. in 1996, initially as a Senior
Design Engineer, and has held positions of increasing
responsibility ever since. Prior to joining TSI TelSys, he worked
at NASA Goddard Space Flight Center as an electronics engineer for
close to a decade. He graduated with a BSEE degree from George
Washington University in 1988.
    
Mr Chesney added "John Welch has long been playing a major role in
the development of our technology here, most recently he has been
critical in developing key elements of a transceiver used in
unmanned aerial vehicles for wireless networking. In his new
position, he will be even more broadly involved the development
and maintenance of TSI TelSys' technology base."
    
Mr. Bohlke returns to TSI TelSys' service, having served as
general counsel to the Company during 1996-1998. Mr. Bohlke is a
member of the District of Columbia Bar and Maryland Bar and the
American Society of International Law and has been admitted to
practice in the District of Columbia and Maryland. He is a
graduate of the University of London, London School of Economics
and Political Science, the London Institute of World Affairs, the
American University Washington College of Law, and the University
of Washington.
    
Headquartered in Columbia, Maryland, TSI TelSys designs,
manufactures and markets high-performance range data receivers,
data acquisition, simulation and communication systems for the
test range and aerospace communities and provides related
engineering services. The Company has been a pioneer in utilizing
reconfigurable architectures (Adaptive Computing) for
communications and data processing, and has incorporated this
technology into its product line since 1996. The Company is a
leader in providing multi-mission satellite communications systems
adaptable to virtually any protocol format and that support data
rates up to a gigabit per second (Gbps).

At June 27, 2003, the company's balance sheet discloses a working
capital deficit of about $991,000 and net capital deficit of about
$521,000.


UNITED AIRLINES: Plan-Filing Exclusivity Intact Until March 8
-------------------------------------------------------------
U.S. Bankruptcy Court Judge Wedoff extends the United Airlines
Debtors' exclusive period to file a reorganization plan through
and including March 8, 2004.  The Debtors' exclusive solicitation
period is also extended through and including May 7, 2004. (United
Airlines Bankruptcy News, Issue No. 28; Bankruptcy Creditors'
Service, Inc., 609/392-0900)   


UNIVERSAL HOSPITAL: S&P Assigns Low-B Ratings to Senior Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured debt rating to Universal Hospital Services Inc.'s proposed
$100 million credit facility and its 'B-' senior unsecured debt
rating to the company's proposed $250 million senior unsecured
note offering.
     
At the same time, Standard & Poor's affirmed the 'B+' corporate
credit rating. The outlook was revised to stable from negative.
     
The newly rated debt, along with $55 million of new equity
provided by UHS' financial sponsors J.W. Childs Associates L.P.
and The Halifax Group, will constitute a leveraged
recapitalization of the company. Proceeds from the proposed senior
notes will be used to refinance existing debt, and the new credit
facility will replace the company's current $87.5 million
facility. Standard & Poor's expects $25 million of the revolving
credit facility to be drawn at closing. While the transaction
increases overall debt somewhat, the recapitalization addresses
more significant issues by considerably improving liquidity and
extending near-term maturities--two key concerns of Standard &
Poor's.
     
Pro forma for the transaction, UHS will have approximately $275
million of debt outstanding.
     
"The speculative-grade ratings reflect Universal Hospital Services
Inc.'s dependence on its narrow but relatively predictable
business of providing movable medical equipment and support on a
supplemental or outsourced basis, as well as its heavy debt
burden," said Standard & Poor's credit analyst Jordan C. Grant.
     
Bloomington, Minn.-based Universal is one of the two leading
moveable medical equipment-outsourcing companies in the U.S. The
company rents or leases movable equipment for critical care,
respiratory therapy, patient monitoring, and newborn care to an
extensive roster of more than 5,600 hospital and alternate site
customers in all 50 states and the District of Columbia. Its
longstanding relationships, high client retention rates, and
agreements with group purchasing organizations provide revenue
predictability and act as a barrier to competitor entry into the
market.


US AIRWAYS: Stipulation Resolves $2MM Wilmington Trust Claim
------------------------------------------------------------
On November 4, 2002, Wilmington Trust Company, as Security
Trustee, filed Claim No. 3428, which alleged claims relating to
two Aircraft bearing Tail Nos. N462PS and N463PS.  The Trustee
subsequently amended it on April 29, 2003, by filing Claim No.
5511.

Wilmington and US Airways agree that Claim No. 5511 is allowed as
a general unsecured Class PSA-6 claim for $2,010,312.  All other
Wilmington Claims relating to Tail Nos. N462PS and N463PS are
disallowed.  Claim No. 3428 is withdrawn. (US Airways Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


VICWEST CORP: Appoints D. Anthony Molluso as President and CEO
--------------------------------------------------------------
The board of directors of Vicwest Corporation announce the
appointment of D. Anthony Molluso to the position of interim
President and Chief Executive Officer.

Mr. Molluso will report directly to the Corporation's board of
directors and will be responsible for managing the day to day
operations of Vicwest and its wholly-owned subsidiary, Westeel
Limited. This will allow the Corporation to continue to provide
its customers with high quality products and services. Mr. Molluso
brings with him over 30 years of management experience, including
interim assignments of this nature.

In conjunction with Mr. Molluso' s appointment, the board also
announces that a formal search process has been initiated to
identify a permanent chief executive officer following the
Corporation's reorganization which was completed in mid-September.

                    Financial Reporting Update

The board of directors of Vicwest has established an audit
committee which includes all five members of the board of
directors. The audit committee will address, on a priority basis,
the Corporation's outstanding financial statements, which consist
of the annual statements for the year ended December 31, 2002 and
the interim statements for the quarters ended March 31, 2003 and
June 30, 2003. Ernst & Young, LLP, the Corporation's auditors,
have completed their field work for the year end financial
statements, subject to those additional procedures needed to
confirm subsequent events, including the Corporation's
restructuring, which has had a significant positive impact on the
Corporation's balance sheet. The interim statements for the
quarters March 31, 2003 and June 30, 2003 will be reviewed by the
auditors prior to finalization and filing.

The board expects that the Corporation will be in a position to
file its outstanding financial statements prior to the end of
October 2003.

Further, the directors are not aware of any issues that would
delay the filing of the Corporation's interim third quarter
statements, which will be the first statements that reflect the
completion of the restructuring transactions. The statements for
the third quarter are expected to be released in mid November.

Vicwest Corporation, with corporate offices in Oakville, Ontario,
is Canada's leading manufacturer of metal roofing, siding and
other metal building products. Westeel Limited, the Corporation's
wholly-owned subsidiary based in Winnipeg, is Canada's foremost
manufacturer of steel containment products for the storage of
grain, fertilizer and petroleum products.

                         *    *    *     

As reported in the Troubled Company Reporter's September 19, 2003
edition, Vicwest Corporation completed its restructuring under the
Companies' Creditors Arrangement Act.

Vicwest's Plan of Compromise and Reorganization pursuant to the
CCAA, which was approved by the Ontario Superior Court of Justice
on August 14, 2003, was implemented Wednesday, September 17. On
implementation all of the outstanding shares in the capital of
Vicwest were cancelled and all of the holders of Vicwest's senior
subordinated notes, formerly listed on the TSX Venture Exchange
under the symbol MGT.DB, and certain affected creditors were
issued new common shares of Vicwest.


WEIRTON STEEL: UST Gets Nod for Bank Account Info. Production
-------------------------------------------------------------
Pursuant to Section 345 of the Bankruptcy Code, the U.S. Trustee
monitors estate bank accounts and has established procedures to
ensure estate funds are protected from loss.  The U.S. Trustee
requires every Chapter 11 Debtor to provide it with a list of all
of its bank and other depository accounts and an authorization
permitting the financial institution to release information
regarding the accounts to the U.S. Trustee.  Although the U.S.
Trustee has asked the Debtor to provide information regarding the
bank accounts, the Debtor has failed to do so.

Debra A. Wertman, Esq., on behalf of W. Clarkson McDow, Jr., U.S.
Trustee for Region 4, asserts that Weirton Steel Corporation must
provide the U.S. Trustee with a verified list of depositories and
release of bank information.  Without this information, the U.S.
Trustee cannot perform his duties under Section 345.

Accordingly, the U.S. Trustee sought and obtained the Court's
authority to compel the Debtor to provide it with the bank
account information. (Weirton Bankruptcy News, Issue No. 10;
Bankruptcy Creditors' Service, Inc., 609/392-0900)  


WESTMERIA HEALTH: Liquidity Issues Raise Going Concern Doubt
------------------------------------------------------------
Malone & Bailey, PLLC, of Houston, Texas has audited the balance
sheet of Westmeria Health Care Limited as of January 31, 2003 and
the related statements of operations, stockholders' deficit and
cash flows for each of the two years then ended. Westmeria
incurred a net loss of $181,035 during the year ended January 31,
2003, and, as of that date, Westmeria's current liabilities
exceeded its current assets by $121,987. These factors raise
substantial doubt about Westmeria's ability to continue as a going
concern.

Westmeria Health Care Limited was incorporated in England and
Wales in 1996. Westmeria rents and sells equipment to hospitals,
clinics and nursing homes. The equipment includes orthopedic
mattresses, cushions, bed hoists, pumps and other bed accessories.
Beginning in fiscal 2003, Westmeria also began placing and leasing
radiographers (radiologists) with hospitals and clinics.

From February 2003 through July 2003, Westmeria raised additional
funding from stockholders of $111,171 to fund additional cash
requirements of losses in the first 6 months of fiscal 2004.
However, according to the Company sales have increased almost 400%
from the same period in fiscal 2003, and management expects
profits in the second half of the year.

Westmeria agreed to a reorganization with an inactive publicly-
traded United States corporation, True Health, Inc. on June 27,
2003. In this transaction, True Health announced that it had
issued 40,485,000 shares to Westmeria shareholders. Immediately
prior to this transaction, there were 7 key Westmeria employees
who received 37,500,000 shares. The other 2,985,000 shares were
issued to consultants. This common stock was issued in exchange
for 100% of Westmeria's outstanding shares, with another 7,123,750
shares issued to consultants, or a total of 10,108,750 shares
issued to consultants. Immediately prior to this transaction,
there were 259,126 shares outstanding in True Health. After this
transaction, and as of both June 27 and September 3, 2003, True
Health now has 47,867,876 total shares outstanding. Westmeria
became a wholly-owned subsidiary of True Health.


WHEREHOUSE: Wants to Stretch Lease Decision Time to December 31
---------------------------------------------------------------
Wherehouse Entertainment, Inc., and its debtor-affiliates wants
more time to decide whether to assume, assume and assign, or
reject their unexpired nonresidential real property leases.  WEI
asks the U.S. Bankruptcy Court for an extension through Dec. 31,
2003.

The Debtors report that they have made extensive efforts to
include all Real Property Leases, but given the substantial size
of their operations, the current extension will not give them
ample time to arrive at a reasoned decision.

To date, much of the Debtors' time and attention has been devoted
to stabilizing their business operations, negotiating and
obtaining approval for use of cash collateral and debtor-in-
possession financing, preparation of their schedules of assets and
liabilities and their statements of financial affairs, and
preparation of a plan of reorganization and disclosure statement.
In addition, the Debtors are in the process of soliciting votes
for their Plan while simultaneously accepting bids for a possible
sale of substantially all of the Debtors' assets.

The Debtors also have made significant progress in the evaluation
of their Real Property Leases. To date, they have rejected
approximately 284 nonresidential real property leases.

The Debtors intend to engage in negotiations with lessors of many
of the remaining Real Property Leases to determine if the rental
rates for those leases can be reduced over the next several
months, and will also further review each of the Real Property
Leases and determine the appropriate course of action with respect
to each during that period of time.

Nevertheless, the Debtors submit that it would be imprudent to
require them to elect whether to assume or reject the remaining
Real Property Leases while they are in the process of soliciting
votes to confirm a plan of reorganization and in the alternative,
implementing bidding procedures for a possible sale of
substantially all of the Debtors' assets.

Wherehouse Entertainment, Inc., sells prerecorded music,
videocassettes, DVDs, video games, personal electronics, blank
audio cassettes and videocassettes, and accessories. The Company
filed for chapter 11 protection on January 20, 2003, (Bankr. Del.
Case No. 03-10224). Mark D. Collins, Esq., and Paul Noble Heath,
Esq., at Richards Layton & Finger represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $227,957,000 in total assets and
$222,530,000 in total debts.


WILLIAMS CONTROLS: Teleflex Buys Passenger & Light Truck Assets
---------------------------------------------------------------
Teleflex Incorporated (NYSE: TFX) and Williams Controls, Inc. (OTC
Bulletin Board: WMCO) has acquired the Williams passenger and
light truck electronic throttle control business located in
Sarasota Florida.  In 2002, Williams had passenger and light truck
sales in these product lines of approximately $5 million.  The
terms of the agreement were not disclosed.

With this acquisition, Teleflex Automotive, a division of Teleflex
Incorporated, will expand its technology and ability to expedite
the future development of innovative products. Teleflex Automotive
is a leading global supplier of driver control systems, including
ETC's for fixed and adjustable pedal systems.  "We are excited
about the synergies and potential created by adding Williams'
products and technology to our industry-leading ETC offerings
for the automotive market," stated Jeffrey P. Black, Teleflex
President and CEO.

Gene Goodson, Williams President and CEO stated, "This is an
excellent transaction for Williams and enables us to focus our
energies and resources on pursuing the opportunities in our core
businesses."

Williams Controls, Inc. headquartered in Portland, Oregon, is a
leading designer, manufacturer and integrator of sensors and
controls for the motor vehicle industry.

For more information you can find Williams Controls on the
Internet at http://www.wmco.com

Williams Controls, Inc.'s June 30, 2003 balance sheet shows a
total shareholders' equity deficit of about $13 million.

Teleflex Incorporated is a diversified industrial company with
annual revenues of more than $2 billion.  The company designs,
manufactures and distributes quality-engineered products and
services for the marine, industrial, automotive, aerospace and
medical markets worldwide.  Teleflex employs more than 18,000
people worldwide who focus on providing innovative solutions for
customers.  More information about Teleflex is available at
http://www.teleflex.com


W.R. GRACE: Seeks Clearance for KWELMB Confidential Settlement
--------------------------------------------------------------
The KWELMB Companies subscribed to the H.S. Weavers Underwriting
Agency Limited Underwriting Stamp and in the case of the related
company named The Bermuda Fire & Marine Insurance Company, to the
Bermuda London Underwriting Agency Limited Underwriting Stamp.  
These underwriting stamps underwrote certain policies of
insurance in favor of W.R. Grace & Co.  The KWELMB Companies each
severally subscribed to the Subject Insurance Policies.

The KWELMB Companies are insolvent and are bound by Schemes of
Arrangement pursuant to Section 425 of the Companies Act 1985 of
Great Britain and, in the case of Mutual Reinsurance Company
Limited and BFMIC, Section 99 of the Companies Act 1981 of
Bermuda.  KWELMB Management Services Limited was appointed by the
Scheme Administrators to manage the insolvency runoff for the
KWELMB Companies under the Schemes of Arrangement.

The United States Bankruptcy Court for the Southern District of
New York has issued Permanent Injunction Orders, pursuant to
Section 304 of the United States Bankruptcy Code, which, among
other things, enjoin the commencement or continuation of any
judicial action or proceeding against the KWELMB Companies except
in accordance with the provisions of their Schemes of
Arrangement.

                The Original Settlement Agreement

Grace entered into a Settlement Agreement effective September 26,
1996, placed under seal, with the London Market Insurers as a
compromise of present and future claims brought by Grace in
respect of liabilities, expenses and losses related to
Environmental Property Damage Pollution Claims allegedly covered
by the Subject Insurance Policies.  Grace entered into the
Original Settlement Agreement, in part, because of uncertainty
regarding its ability to collect against the insurers under the
Subject Insurance Policies.

After execution of the Original Settlement Agreement, the
settling insurers paid Grace approximately $3 million, which
represented the settling companies' share of an agreed amount of
$7.99 million.  Because of their insolvency, the KWELMB Companies
were unable to enter into the settlement, in which their ratable
share of the Original Agreed Amount would have been approximately
$4.3 million.

As a result of progress in their insolvency proceedings, the
KWELMB Companies are now in a position to accept their several
shares of the Original Agreed Amount, as contemplated by the
Original Settlement Agreement.  Grace has concluded that this
basis for settlement is fair and reasonable given the
circumstances of the KWELMB Companies.

                   The New Settlement Agreement

Accordingly, the Grace Debtors ask Judge Fitzgerald to approve a
Privileged and Confidential Settlement Agreement and Mutual
Release between W.R. Grace & Co., now known as Fresenius Medical
Care Holdings, Inc., Debtor W. R. Grace & Co.-Conn, one of the
Debtors, and the KWELMB Companies.  

By the new Settlement Agreement, Grace and the KWELMJ Companies
intend to adopt, by way of compromise, and without prejudice to
or waiver of their positions in other matters, without further
trial or adjudication of any issues of fact or law, and without
the KWELMB Companies' admission of liability or responsibility
under the Subject Insurance Policies, a full and final settlement
that releases and terminates all rights, obligations and
liabilities of the Parties with respect to any of the
Environmental Property Damage Pollution Claims under the Subject
Insurance Policies, without prejudice to their positions on
policy wordings or any other issues, or any other actions, and
further without prejudice to any claim against any person not a
Party to the KWELNB Settlement Agreement.

                     The Agreed Claim Amount

Without prejudice to or waiver of any position or right under the
Subject Insurance Policies or in any other matter, Grace and the
KWELMB Companies have agreed for purposes of the Settlement
Agreement to allow Grace's claims against the KWELMB Companies
for an aggregate amount of $4,337,182.73.  These payments will be
subject to the terms and conditions of the Schemes of
Arrangement.

After execution and approval of the Settlement Agreement, Grace
will be able to recover the percentages of the Agreed Amount
allowable by the Schemes of Arrangement.  The Debtors have been
advised that, under the Schemes of Arrangement, Grace should
receive initial payments of approximately $1.8 million, and could
receive additional payments in the future if the percentages
payable under the Schemes of Arrangement are increased.

As part of the compromise and the Settlement Agreement, the
Parties desire to confer on the KWELMB Companies substantially
the same rights, obligations and duties as the London Market
Insurers, which are parties to the Original Settlement Agreement,
notwithstanding the fact that the KWELMB Companies did not
participate in the settlement of the claims set out in the
Original Settlement Agreement, subject to certain modifications.

                  Settlement Should be Approved

Paula A. Galbraith, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub PC, in Wilmington, Delaware, contends that a payment of
approximately $1.8 million, with the possibility of additional
payments in the future, is fair and reasonable under the
circumstances.  The fairness of the Settlement Agreement is also
reflected in the settlements with the solvent London Market
Insurers.  The terms agreed to in the settlements with the
solvent insurers -- long before the Debtors' commencement of
their Chapter 11 cases --- are still deemed fair and reasonable
by the Debtors now that the KWELMB Companies are in a position to
settle on those terms.

The proposed transaction does not adversely affect the Debtors'
creditors.  In the absence of the Settlement Agreement, the
Debtors would be unlikely to soon receive any payment from the
KWELMB Companies on account of the Subject Insurance Policies.
(W.R. Grace Bankruptcy News, Issue No. 47; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


* EPIQ Systems Expands Chapter 7 Product and Service Offerings
--------------------------------------------------------------
EPIQ Systems, Inc. (Nasdaq: EPIQ) announced new developments in
its product and service offerings in the Chapter 7 bankruptcy
market which will enhance the company's leadership position in the
industry. The company also confirmed that third quarter earnings
projections continue to be on target with management comments on
the last earnings conference call.

Effective April 1, 2004, EPIQ Systems and Bank of America have
agreed to convert their exclusive marketing arrangement to a non-
exclusive arrangement, which will provide EPIQ Systems with the
flexibility to extend its distribution reach and evaluate new
partnership opportunities with additional banks. To ensure full
stability for existing trustee clients, both EPIQ Systems and Bank
of America have extended their commitment to providing their
combined products and services to clients for an additional three
years, through September 30, 2006. While trustee clients need not
make any change to their current arrangements, they will now have
increased choices.

At the recent annual meeting of the National Association of
Bankruptcy Trustees (NABT), EPIQ Systems demonstrated TCMS 9.0,
the ninth major release of its market-leading software for Chapter
7 case administration. TCMS 9.0 introduces important new
functionality including extended integration for electronic court
filing with bankruptcy courts. TCMS 9.0 is scheduled for
distribution to all customers in the first quarter of 2004.

Additionally, EPIQ Systems announced the development of TCMS Web
-- a new web-based case management software application for
Chapter 7 bankruptcy that assists trustees with their
administrative and regulatory responsibilities. This new product
has a separate architecture from the current TCMS product
(including TCMS 9.0) and will be provided in a centrally hosted
environment, enabling trustee clients to access their databases of
case information securely over the Internet. TCMS Web is currently
in customer-site beta testing and is scheduled for general
availability in early 2004.

EPIQ Systems will continue to invest in both products (TCMS and
TCMS Web) and provide ongoing upgrades and enhancements in both
environments. There will be no required changes for clients who
wish to remain on TCMS, and the company has reiterated its long-
term commitment to the existing product platform. TCMS Web
provides an option for trustees who wish to leverage the expanded
capabilities of a web-based solution.

The company also confirmed that it has concluded a strong third
quarter with a robust level of bankruptcy activity and reiterated
that quarterly projections continue to be on target with
management comments on the last earnings conference call. The
company plans to announce third quarter financial performance in a
regularly scheduled quarterly conference call later this month.

EPIQ Systems, Inc. is a national leader in providing technology-
based products and services throughout the federal bankruptcy
system. For more information, visit http://www.epiqsystems.com


* BOND PRICING: For the week of October 6 - 10, 2003
----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Adelphia Communications                9.875%  03/01/07    68
Adelphia Communications               10.875%  10/01/10    68
American & Foreign Power               5.000%  03/01/30    66
AMR Corp.                              9.000%  09/15/16    72
Aurora Foods                           9.875%  02/15/07    57
Burlington Northern                    3.200%  01/01/45    55
Calpine Corp.                          7.875%  04/01/08    69
Calpine Corp.                          8.500%  02/15/11    69
Calpine Corp.                          8.625%  08/15/10    70
Calpine Corp.                          8.750%  07/15/07    74
Century Communications                 8.875%  01/15/07    69
Cincinnati Bell Telephone              6.300%  12/01/28    74
Coastal Corp.                          6.950%  06/01/28    70
Coastal Corp.                          7.420%  02/15/37    73
Comcast Corp.                          2.000%  10/15/29    33
Continental Airlines                   7.033%  06/15/11    74
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    34
Crown Cork & Seal                      7.500%  12/15/96    73
Cummins Engine                         5.650%  03/01/98    67
Dan River Inc.                        12.750%  04/15/09    68k
Delta Air Lines                        7.900%  12/15/09    75
Delta Air Lines                        8.300%  12/15/29    65
Delta Air Lines                        9.000%  05/15/16    68
Elwood Energy                          8.159%  07/05/26    70
Enron Corp.                            7.875%  06/15/03    19
Fibermark Inc.                        10.750%  04/15/11    65
Finova Group                           7.500%  11/15/09    51
Gulf Mobile Ohio                       5.000%  12/01/56    63
IMC Global Inc.                        7.300%  01/15/28    73
Internet Capital                       5.500%  12/21/04    63
Level 3 Communications Inc.            6.000%  09/15/09    62
Level 3 Communications Inc.            6.000%  03/15/10    61
Liberty Media                          3.500%  01/15/31    73
Liberty Media                          3.750%  02/15/30    61
Liberty Media                          4.000%  11/15/29    65
Loral Cyberstar                       10.000%  07/15/06    60
Lucent Technologies                    6.450%  03/15/29    69
Lucent Technologies                    6.500%  01/15/28    69
Mirant Corp.                           2.500%  06/15/21    48
Mirant Corp.                           5.750%  07/15/07    48
Missouri Pacific Railroad              4.750%  01/01/30    71
Missouri Pacific Railroad              5.000%  01/01/45    63
Northern Pacific Railway               3.000%  01/01/47    52
Northwest Airlines                     7.875%  03/15/08    74
NTL Communications Corp.               7.000%  12/15/08    19
Revlon Consumer Products               8.625%  02/01/08    53
Universal Health Services              0.426%  06/23/20    65
US Timberlands                         9.625%  11/15/07    56
Viropharma Inc.                        6.000%  03/01/07    51
Worldcom Inc.                          6.250%  08/15/03    33
Worldcom Inc.                          6.400%  08/15/05    33
Worldcom Inc.                          6.950%  08/15/28    33
Xerox Corp.                            0.570%  04/21/18    65

                          *********

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

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

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

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

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

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

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

The TCR subscription rate is $675 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher
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                *** End of Transmission ***