TCR_Public/031009.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, October 9, 2003, Vol. 7, No. 200   

                          Headlines

ADELPHIA BUSINESS: Launches Dedicated Long Distance Service
AIR CANADA: Provides Projected Cash Budget through Dec. 12, 2003
ALASKA AIR GROUP: Will Publish Third-Quarter Results on Oct. 21
ALPHARMA INC: Will Pay Quarterly Cash Dividend on October 24
ALTERRA: Details Post-Chapter 11 Ownership and Operating Plan

AMERCO: ESOP Trustees Want Court to Set-Up Trading Ethical Wall
ANGELO & MAXIE'S: Sells Park Avenue & West Palm Beach Steakhouses
BEA CBO: S&P Further Junks A-3 Notes and Plucks Rating Off Watch
BETHLEHEM STEEL: Amended Plan's Claim Classification & Treatment
CALL-NET ENTERPRISES: Look for Q3 Financial Results on Oct. 30

CANWEST GLOBAL: Posts Improved Results for 2nd Consecutive Year
CANWEST GLOBAL: Founder & Chairman Israel Asper Passes Away
CAPITOL COMMUNITIES: Taps Noble International as Fin'l Advisor
CENTERPOINT ENERGY: Executes New $2.35 Billion Credit Facility
CHANNEL MASTERS: Wants Schedule-Filing Deadline Moved to Dec. 1

CHARTER COMMS: Names 3 Executives to Sr. Western Div. Positions
CHARTER COMMS: Names Charles M. Lillis to Board of Directors
COGENTRIX ENERGY: Forbearance Period Extended Until October 28
CORE-MARK: Commences Process to Evaluate Potential Asset Sale
COVANTA ENERGY: Asks Court to Dismiss Six Bankruptcy Cases

DATA TRANSMISSION: Combined Hearing Commences on October 20
DIEDRICH COFFEE: Appoints Martin Lynch to EVP and CFO Positions
DOBSON COMMS: Declares In-Kind Dividend on 13% Preferred Shares
DVI: Fitch Downgrades $1.6B of Sponsored Medical Equipment Deals
ENRON CORP: Wants Court Go-Signal to Amend Plan Voting Protocol

FEDERAL-MOGUL: Creditor Committee Sues CCR to Recover $2.5 Mil.
FREMONT GENERAL: Will Host 3rd-Quarter Conference Call on Oct 29
GENSCI ORTHOBIOLOGICS: Canadian Court Approves IsoTis Merger
GENTEK: Wants Additional Time to Make Lease-Related Decisions
GENUITY INC: Files Second Amended Plan and Disclosure Statement

GEOTHERMAL INC: Taps Locus Tech. for Facility Closure Project
GIANT INDUSTRIES: Donald Wilkinson Joins Board of Directors
IMAGEMAX INC: Sr. Lenders Extend Forbearance Pact to October 31
IMPATH INC: Miller Buckfire Provides Investment Banking Services
INN OF THE MOUNTAIN: Proposed $185 Mill. Senior Note Rated at B

KINGSWAY FINANCIAL: Appoints Two New VP's for Risk Management
KMART CORP: Cancels 151,738 Share Options for CEO Julian Day
LAND O'LAKES: S&P Hatchets Ratings to Lower-B and Junk Levels
LENNOX INT'L: Will Publish Third-Quarter Results on October 21
LIFESTREAM TECH.: Liquidity Issues Raise Going Concern Doubt

LYONDELL CHEMICAL: Credit Suisse Agree to Buy 12 Million Shares
MAGELLAN HEALTH: SDNY Court Confirms Third Amended Reorg. Plan
MAJESTIC STAR CASINO: Tender Offer for 10-7/8% Notes Expires
MAJESTIC STAR CASINO: Tender Offer for 11.653% Sr. Notes Expires
MERCER INT'L: Agrees to Sell $82.5MM of Conv. Senior Sub. Notes

MIRANT CORP: US Trustee Amends Creditors' Committee Membership
NEBRASKA BOOK: Planned $160MM Sr. Secured Bank Loan Rated at B+
NRG ENERGY: Seeks Removal Period Extension Until April 8, 2004
ON SEMICONDUCTOR: Look for Third-Quarter Results on October 29
ONENAME: Section 341(a) Creditors' Meeting to Convene on Nov. 4

PARAGON STEAKHOUSE: Inks LOI to Sell Certain Assets to Proquest
PEABODY ENERGY: Will Publish Third-Quarter Results on October 16
PILLOWTEX CORP: Wins Approval to Sell All Assets to GGST, LLC
PILLOWTEX CORP: Wants Lease Decision Time Extended Until Dec. 29
QUANTUM CORP: S&P Concerned about Lower-Than-Expected Revenues

RCN CORPORATION: Hires Merrill Lynch for Financial Advice
RELIANCE GROUP: Delays Filing of Financial Reports on Form 10-Q
REPUBLIC ENGINEERED: Wants Additional Time to File Schedules
SHOLODGE INC: Commences Tender Offer for $10MM of Sr. Sub. Notes
SLATER STEEL: Seeking Court Nod to Idle Fort Wayne Facility

SOLECTRON CORP: Dennis Wood Resigns from Board of Directors
SOUTH STREET CBO: Ratings on Two Classes Fall to CC from CCC-
TCW LINC: Fitch Junks Three Classes of Subordinated Notes
TECO ENERGY: Cuts Workforce As Part of 2nd Restructuring Phase
TENFOLD CORPORATION: Resolves Dispute with Dallas Landlord

TERAYON COMMS: Files SEC Form S-3 Shelf Registration Statement
THINKING TOOLS: Druker Rahl Expresses Going Concern Uncertainty
UNITED AIRLINES: Reports 4.1% Drop in Revenue Passenger Miles
UNITED AIRLINES: Michael Lewis Co. Seeks Stay Relief for Setoff
US AIRWAYS: Agrees to Allow CSFB Gen. Unsecured Claim for $22MM

US ONCOLOGY: S&P Keeps Watch over Pending Drug Legislation
VIALINK CO.: Secures $600K in Loan Proceeds from Shareholders
WCI COMMUNITIES: Low-B Ratings Affirmed with Positive Outlook
WEBSTER FINANCIAL: Fitch Revises Outlook to Negative over Merger
WEIRTON STEEL: Delivers Reorganization to West Virginia Court

WILLIAM LYON HOMES: Third-Quarter 2003 Orders Climb 96%
WORLDCOM: Wants Approval to Settle Regional Consortium Claims
YUM! BRANDS: Sept. 6 Working Capital Deficit Narrows to $600MM

* Financo Expands Restructuring Practice with New Sr. Executives
* Neal Gerber Expands Bankruptcy Group, Adding Seven New Lawyers
* TransUnion Introduces Collection Prioritization Service

* DebtTraders' Real-Time Bond Pricing

                          *********

ADELPHIA BUSINESS: Launches Dedicated Long Distance Service
-----------------------------------------------------------
In conjunction with the recent implementation of its new Long
Distance network, TelCove (formerly Adelphia Business Solutions)
has launched its Dedicated Long Distance (LD) service in all 35
TelCove markets. The company is introducing the service at an
attractive rate along with a limited time promotional offer.

Dedicated LD provides customers with more reliable and secure
access to the LD network by eliminating a portion of the local
public switched network from the long distance call path.
Customers instead receive direct access between their premise
equipment and the local TelCove Point of Presence (POP) to
originate outbound and terminate inbound inter-exchange calls.
This dedicated access allows TelCove to offer significantly lower
domestic LD usage rates.

"TelCove's unique position as a facilities-based local and long
distance provider creates a cost and performance advantage that
few other carriers can provide. These advantages are passed on to
our customers who will find our Dedicated Long Distance service
extremely attractive," said Craig Drinkhall, TelCove's senior
director of product development. "This is just another significant
advantage TelCove has over other communications providers who must
still rely on other carrier's networks to meet their customers'
needs. "

TelCove's Dedicated LD features fixed, competitive $0.03 per
minute pricing on all domestic interstate usage with similar
savings on domestic intrastate calls as well. Customers must
commit to using a minimum of $2,000.00 in aggregate LD usage per
month (about 75,000 minutes) for each T-1 of access purchased and
enter into a minimum 1-year term contract.

In addition to lower usage rates and a more reliable network
connection, TelCove's Dedicated LD product also includes
international outbound and toll- free origination, along with all
the routing features business need today to meet their operational
requirements.

To kick-off its new Dedicated Long Distance service, TelCove is
offering a special incentive to its customers. Interested parties
can read more about the current promotion on the TelCove web site
-- http://www.telcove.com-- or they can contact their local  
TelCove office.

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


AIR CANADA: Provides Projected Cash Budget through Dec. 12, 2003
----------------------------------------------------------------
Air Canada provides the Court and its creditors with updated cash  
flow projections for the period September 13, 2003 to
December 12, 2003.  The Applicants expect a CND137,700,000 net
cash inflow for the next 13 weeks after payment of aircraft lease
payments to lessors who have executed restructured lease
agreements.  This would result in an ending cash balance at
December 12, 2003 equal to CND651,000,000.  Net cash outflow
after all current contractual lease payments is projected to be
CND640,300,000.

For the period from April 1 to September 12, 2003, the Applicants
recorded CND364,800,000 in net cash inflow largely as a result of
the advance under the CIBC prepayment facility.  As a result, the
Applicants' cash balance in its Canadian and United States bank
accounts as at September 12, 2003 was CND788,700,000.

                           Air Canada
                 Consolidated Cash Flow Forecast
      For the Period September 12 through December 12, 2003

Receipts

   Credit card & direct passenger receipts     CND1,367,800,000
   Airtime and travel agent settlement              356,400,000
   Cargo/Freight                                     54,300,000
   Accounts receivable                               97,500,000
   Miscellaneous                                              0
   CIBC Facility                                              0
   Funding from pension plan                         22,600,000
                                               ----------------
   Total Receipts                              CND1,898,600,000
                                               ----------------

Disbursements

   Payroll & Benefits                           (CND584,300,000)
   Retiree payments                                 (22,600,000)
   Pension contributions                                      0
   Fuel                                            (298,200,000)
   Airport related charges                         (220,000,000)
   Aircraft maintenance                            (113,800,000)
   Food, Beverages & Supplies                       (65,200,000)
   IBM Advantis (Computer support)                  (62,600,000)
   Marketing                                        (23,600,000)
   Travel agent incentive commission                (25,500,000)
   Insurance                                        (40,800,000)
   Funding of foreign operations                    (47,700,000)
   Other operating costs                           (192,400,000)
   U.S. immigration tax remittances                  (9,000,000)
   Airport improvement fees                         (34,200,000)
   GST remittances                                  (42,300,000)
   Transportation tax                               (26,700,000)
   Security tax remittances                         (53,000,000)
   Professional fees                                (11,500,000)
                                               ----------------
   Operating Disbursements                    (CND1,873,400,000)
                                               ----------------

   Capital Expenditures                          (CND37,700,000)
   Repayment of CIBC Facility                       (89,400,000)
   Interest payments and fees re CIBC Facility       (2,400,000)
   Other                                                      0
                                               ----------------
   Non-Operating Disbursements                  (CND129,500,000)
                                               ----------------

   Net Aeroplan Cashflows                            56,600,000
   Net Air Canada Vacations Cashflows                20,000,000
                                               ----------------
   Cash Flows Re: Non-CCAA Applicants             CND76,600,000
                                               ----------------

Aircraft lease payments                            (110,000,000)

Net Cash Inflow/(Outflow)                          (137,700,000

Opening cash balance                                788,700,000
                                               ----------------
Ending cash balance                              CND651,000,000
                                               ================
(Air Canada Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ALASKA AIR GROUP: Will Publish Third-Quarter Results on Oct. 21
---------------------------------------------------------------
Alaska Air Group, Inc. (NYSE:ALK), the parent company of Alaska
Airlines, Inc. and Horizon Air Industries, Inc., will announce its
third-quarter 2003 financial results on Tuesday, October 21, 2003,
at 8:30 a.m. PT. Interested parties may listen to the call via
webcast at http://www.alaskaair.com

As previously reported, Standard & Poor's Ratings Services lowered
its ratings on Alaska Air Group Inc. and subsidiary Alaska
Airlines Inc., including lowering the corporate credit rating on
both to 'BB-' from 'BB.' Ratings were removed from CreditWatch,
where they were placed March 18, 2003. The outlook is negative.


ALPHARMA INC: Will Pay Quarterly Cash Dividend on October 24
------------------------------------------------------------
On October 1, 2003, Alpharma Inc. announced a regular quarterly
cash dividend of $0.045 per common share payable October 25, 2003
to all shareholders on record as of October 10, 2003.  The correct
payable date is October 24, 2003.  All other information is
accurate.

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

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

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


ALTERRA: Details Post-Chapter 11 Ownership and Operating Plan
-------------------------------------------------------------
Alterra Healthcare Corporation (OTCBB:ATHC) announced further
details of the planned ownership and operating structure of the
Company upon its emergence from Chapter 11 reorganization.

As previously announced, FEBC-ALT Investors LLC, a joint venture
being formed by Fortress Investment Group LLC, Emeritus
Corporation and NW Select LLC, have agreed to acquire 100% of the
capital stock of the reorganized Alterra upon its emergence from
bankruptcy. Pursuant to the merger agreement dated as of July 18,
2003, FEBC will invest $76 million of equity into Alterra to
acquire 100% of the reorganized Company. The Company understands
that FEBC will be capitalized with $78.0 million (subject to
increase depending upon FEBC's aggregate transaction costs),
including: (i) a $15.0 million senior loan to FEBC from Fortress,
and (ii) $63.0 million of aggregate equity contributions. Fortress
will provide approximately 78% of the equity investment to FEBC
and will be entitled to appoint a majority of the directors of
reorganized Alterra. Emeritus and NW Select will provide the
remaining equity capital to the joint venture and will each be
entitled to appoint one Alterra director.

The Company also announced that following its acquisition by the
joint venture and emergence from Chapter 11, reorganized Alterra's
current senior management will remain headquartered in Milwaukee.
The pending acquisition and Alterra's plan of reorganization
remain subject to satisfaction of various conditions, including
obtaining Bankruptcy Court approval and certain consents from
Alterra's secured lenders and lessors.

Mark Ohlendorf, President of Alterra, noted, "Our management team,
here in Milwaukee and in the field, has remained focused and
committed to our core mission despite the many distractions of the
bankruptcy. We are anxious to complete the reorganization process
and look forward to working with our new investors to improve our
operating performance while continuing to provide a very high
level of care and services to our nearly 14,000 residents. We are
highly confident that with the bankruptcy behind the Company, it
will be well positioned to have great success."

Alterra offers supportive and selected healthcare services to our
nation's frail elderly and is the nation's largest operator of
freestanding Alzheimer's/memory care residences. Alterra currently
is operating in 22 states.


AMERCO: ESOP Trustees Want Court to Set-Up Trading Ethical Wall
---------------------------------------------------------------
The Trustees of the ESOP Trust for the Employee Savings, Profit
Sharing and Employee Stock Ownership Plan of Amerco ask the Court
to declare that they will not violate their duty as an Equity
Committee member by trading in the Debtors' stock, notes, bonds,
debentures, buying or selling participation in any of the Debtors'
debt obligations during the pendency of these bankruptcy cases,
provided that the ESOP Trustees will implement an "Ethical Wall"
to insulate their trading activities from the activities related
to their Equity Committee service.

Christopher D. Jaime, Esq., at Walther, Key, Maupin, Oats, Cox &
LeGoy, in Reno, Nevada, recalls that on August 12, 2003, the U.S.
Trustee appointed the ESOP Trustees as one of the Equity Committee
members.  The ESOP Trustees designated Pete Landis as a
representative to serve on the Equity Committee.

Mr. Jaime points out that as an entity that trades in the Debtors'
securities, the ESOP Trustees should not be precluded from trading
in the Debtors' Securities, without exception, during their tenure
on the Equity Committee.  The ESOP Trustees hold a large number of
shares in the Debtors' common stock.  Thus, they have a great
incentive to pursue the work of the Equity Committee diligently
toward the goal of confirming a Chapter 11 plan and represent the
public shareholders in these cases.

To avoid conflict of interests, the ESOP Trustees propose to
implement policies and procedures to prevent the misuse of non-
public information obtained through their activities as a member
of the Equity Committee.

Mr. Jaime notes that there is no impediment in the federal
securities laws or the Bankruptcy Code in establishing an Ethical
Wall.  Moreover, the Securities and Exchange Commission has
recognized the value and legitimacy of Ethical Walls in the
securities law context.  The Court also previously allowed the
members of the Creditors' Committee to implement such Ethical
Wall. (AMERCO Bankruptcy News, Issue No. 8; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


ANGELO & MAXIE'S: Sells Park Avenue & West Palm Beach Steakhouses
-----------------------------------------------------------------
Angelo and Maxie's, Inc. (OTCBB:AGMX) announced that its Board of
Directors has approved a proposal to sell the Company's two
remaining steakhouses, including the flagship location on Park
Avenue in New York and its steakhouse in West Palm Beach, Florida.

The Company previously announced that its Board of Directors had
approved the sale of its other three steakhouses. The recently-
approved sale of the two remaining restaurants also includes a
sale of all intellectual property related to the Angelo and
Maxie's steakhouse concept and the transfer of a license agreement
providing the buyer of the other three steakhouses with the right
to temporarily use the Angelo and Maxie's name and intellectual
property at the three steakhouses pending conversion of those
units to another restaurant concept. The closing of both
transactions is expected to occur in January of 2004. The
transactions are subject to the completion of definitive
agreements and no assurances can be given that the sales will be
consummated.

Kenneth R. Posner, President and Chief Executive Officer, stated,
"In connection with the proposed transactions, which taken
together, involve the sale of all of the Company's operating
units, we plan to seek shareholder approval for the sale
transactions and the subsequent dissolution and liquidation of the
Company."

Headquartered in Chicago, Angelo and Maxie's, Inc. currently
operates five Angelo and Maxie's Steakhouses in the Eastern United
States.


BEA CBO: S&P Further Junks A-3 Notes and Plucks Rating Off Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
A-3 notes issued by BEA CBO 1998-2 Ltd., a high-yield arbitrage
CBO transaction managed by Credit Suisse Asset Management.
Concurrently, the rating is also removed from CreditWatch with
negative implications, where it was placed May 30, 2003.

At the same time, the 'AAA' ratings assigned to the class A-1 and
A-2 notes are affirmed, based on a financial guarantee insurance
policy issued by FSA Inc.
     
The lowered rating reflects factors that have negatively affected
the credit enhancement available to support the notes since the
previous rating action Sept. 5, 2002. These factors include
continuing par erosion of the collateral pool securing the notes
and a downward migration in the credit quality of the assets in
the pool.

According to the most recent trustee report dated Sept. 2, 2003,
the class A overcollateralization ratio is 80.94%, compared to
97.42% at the time of the last rating action and compared to a
trigger level of 115%. Similarly, the class B
overcollateralization ratio is 68.8%, compared to 84.63% at the
time of the last rating action and compared to a trigger level of
104%.
     
Standard & Poor's will continue to monitor the performance of the
transaction to ensure that the ratings assigned to the rated notes
continue to reflect the enhancement levels available to support
the new and affirmed ratings.
   
                          RATING LOWERED
    
                       BEA CBO 1998-2 Ltd.

                    Class        Rating
                              To        From
                    A-3       CC        CCC-/Watch Neg
    
                         RATINGS AFFIRMED
   
                       BEA CBO 1998-2 Ltd.

                    Class         Rating
                    A-1           AAA
                    A-2           AAA


BETHLEHEM STEEL: Amended Plan's Claim Classification & Treatment
----------------------------------------------------------------
Lonnie A. Arnett, Bethlehem Vice-President, Controller, and Chief  
Accounting Officer, relates that the Bethlehem Steel Debtors'
Amended Plan clarifies that Classes 1, 2, and 3 are impaired and
holders of Claims in these Classes are entitled to vote to accept
or reject the Plan unless the Claims are subject to an objection
filed by the Debtors.  

The Debtors estimate the aggregate claims in Class 3 to be  
$6,000,000,000, after deducting duplicate claims, amended and  
superceded Claims, previously paid Claims, Claims not supported  
by the Debtors' books and records, Claims that are covered by  
insurance, and Claims that are subject to other objections.

With respect Claims that are covered by insurance, Mr. Arnett  
explains that ACE American Insurance Company issued certain  
insurance policies, which may provide coverage for Tort Claims.  

In connection with the Policies, ACE and the Debtors entered into  
various related agreements.  ACE has asserted that the ACE  
Agreements are executory contracts, which must be assumed  
pursuant to Section 365 of the Bankruptcy Code as a condition to  
ACE's continuing obligation to provide coverage.  ACE believes  
that the failure of the Plan to require the Debtors or the  
Liquidating Trust to satisfy the continuing contractual  
obligations under the ACE Agreements will void any otherwise  
available insurance coverage under the ACE Agreements.  ACE also  
believes that the Plan seeks to provide the Debtors with certain  
injunctive relief, which alters the Debtors' ongoing contractual  
obligations under the ACE Agreements, which would also vitiate  
any available insurance coverage.  Thus, ACE contends that the  
holders of otherwise covered Tort Claims under the ACE Agreements  
may not be able to receive any insurance proceeds in full or  
partial satisfaction of their Claims.

Accordingly, ACE reserves its rights and defenses to object to  
confirmation of the Plan on the basis that the Plan does not  
require the Debtors or the Liquidating Trust to satisfy any  
continuing obligations under the ACE Agreements.  

Mr. Arnett points out that ACE's position is not:

   -- the Debtors' position of the Debtors,  
   -- necessarily shared by other parties-in-interest, and  
   -- necessarily accurate as matter of law.  

Hence, the Debtors reserve all rights to contest any positions,  
which may be taken by ACE in connection with any objection of the  
Plan or otherwise. (Bethlehem Bankruptcy News, Issue No. 43;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


CALL-NET ENTERPRISES: Look for Q3 Financial Results on Oct. 30
--------------------------------------------------------------
Call-Net Enterprises Inc. (TSX: FON, FON.B) will be releasing its
third quarter results before the markets open on Thursday, October
30, 2003. The Company will host a teleconference call and webcast
for investors and media the same day. Bill Linton, president and
chief executive officer and Roy Graydon, executive vice president
and chief financial officer will participate in the call.

    Date:          Thursday, October 30, 2003

    Time:          1:00 pm ET

    Access Number: 1-877-888-7019 or 416-695-6140 or

    Webcast:       http://www.callnet.caor  
                   http://www.newswire.ca/webcast

    Confirmation:  T452369S

    Replay:        1-888-509-0082 or 416-695-5275 until
                   November 6, 2003
                   Audio webcast will be archived at
                   http://www.callnet.ca

To participate in the conference call, please call the access
number ten minutes prior to the scheduled start time and request
Call-Net's third quarter earnings teleconference. If you require
assistance during the conference call, you can reach an operator
by pressing "0".

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.


CANWEST GLOBAL: Posts Improved Results for 2nd Consecutive Year
---------------------------------------------------------------
CanWest Global Communications Corp.'s Australian television and
out-of-home operation, Network TEN, had posted record revenue and
EBITDA for the second consecutive year. TEN's EBITDA before non-
recurring charges in fiscal 2004 was up 23%, to A$216 million from
A$176 million in fiscal 2002. Revenues for the year were A$733
million, an increase of 10% over the previous year.

Concurrent with the announcement of its annual results, TEN
declared a special dividend of A$0.055 per share, to be paid in
mid-December. This special dividend is in addition to its regular
semi-annual dividends, declared in June and December of each year.

Based upon strong fourth quarter results and current expectations
for the September through December period, TEN also indicated that
it expects to declare its ordinary semi-annual dividend in the
range of A$0.08 per share in December 2003, for payment in early
January 2004. In December 2002, TEN declared a dividend of A$0.066
per share and in July, 2003 TEN paid a dividend of A$0.05 per
share.

These two dividends, together with a dividend declared in June
2003 and already paid, create obligations for TEN to pay interest
on its outstanding subordinated debentures, all of which are held
by CanWest. On the basis of these announcements, CanWest expects
to receive an aggregate of approximately A$93 million in dividends
and interest over the course of December 2003 and January 2004.

On a segmented basis, TEN's television revenues were up 12% to
A$661 million. TEN's television operations continued to lead the
Australian television sector in EBITDA margin performance, and
clearly outdistanced its competitors in increasing its share of
the ad market. TEN's TV EBITDA, before non-recurring charges, grew
to A$211 million from A$174 million the previous year, an
improvement of 21%. In its year-end results TEN recorded a
non-recurring charge of $20 million reflecting a provision against
Columbia features inventory. TEN's program supply agreement with
Columbia concludes in 2003. Eye Corp., TEN's out-of-home
advertising operation, significantly improved its financial
performance in fiscal 2003, with its EBITDA growing to A$5 million
from A$2 million last year.

TEN's Executive Chairman, Nick Falloon, credited the outstanding
financial results on TEN's continued strength in ratings among
young Australians and on market-leading sales strategies. "TEN is
sustaining its record ratings and, most importantly, we continue
to dominate our core 16-39 year old demographic, while becoming
increasingly relevant in other key demographics," he said. The
most recent example of TEN's powerful audience delivery was the
record audience of more than 3.5 million Australians that tuned to
TEN's broadcast of the Australian Football League's Grand Final in
September, the largest Australian TV audience for a sports event
in 2003.

CanWest's President and CEO, Leonard Asper, said that the
continued outstanding performance of TEN's Australian television
operations validates its programming strategy of concentrating on
high-quality Australian drama, comedy and sports programs. "This
strategy has served us well in Australia, and we will continue to
see TEN grow its audience and ad market shares," commented Asper.
"We have been bullish on both TEN and the Australian economy
for some time. Both came through this year, with the television
advertising market growing by 6% and TEN's TV ad revenue growing
by almost twice that amount."

TEN has continued its strong performance into fiscal 2004, with TV  
ad revenues up 20% over last year in both September and October,
and TV ad bookings for November tracking well ahead of last year.
As well, the addition of new programming into TEN's program
schedule, such as Australian Idol, Under Construction and Queer
Eye for the Straight Guy should ensure continued ratings growth.

CanWest Global Communications Corp. (S&P, B+ Long-Term Corporate
Credit and Senior Unsecured Ratings, Stable) (NYSE: CWG; TSX:
CGS.S and CGS.A) -- http://www.canwestglobal.com-- is an  
international media company. CanWest, Canada's largest publisher
of daily newspapers, owns, operates and/or holds substantial
interests in newspapers, conventional television, out-of-home
advertising, specialty cable channels, radio networks and web
sites in Canada, New Zealand, Australia, Ireland and the United
Kingdom. The Company's program production and distribution
division operates in several countries throughout the world.


CANWEST GLOBAL: Founder & Chairman Israel Asper Passes Away
-----------------------------------------------------------
CanWest Global Communications Corp and the family of I .H. Asper
O.C. O.M. Q.C. announce the passing of Israel Asper, Founder and
Chairman of CanWest.

Mr. Asper was admitted to St. Boniface Hospital Winnipeg at
approximately 9.30 am on Tuesday, October 7 and he passed away
shortly after in the presence of his immediate family, wife Babs
Asper, sons David and Leonard and daughter Gail.

Mr. Asper retired from his position of Executive Chairman of
CanWest in January 2003, to devote more of his time to his many
philanthropic pursuits, including in particular the establishment
in Winnipeg of the Canadian Human Rights Museum. Mr. Asper
remained active in the company as Chairman of the Board.
    
In anticipation of Mr. Asper's retirement, the Company initiated
an orderly transition of management with the appointment in 1999
of Leonard Asper as President and Chief Executive Officer.
    
Mr. Asper's successor as Chairman will be addressed by the Board
in due course.
    
The company feels a sense of profound loss on the passing of our
founder, who distinguished himself as a visionary business leader,
a caring leader in his encouragement and financial support of
worthy causes, and as a champion of Israel.

Funeral arrangements will be announced by the family.

CanWest Global Communications Corp. (S&P, B+ Long-Term Corporate
Credit and Senior Unsecured Ratings, Stable) (NYSE: CWG; TSX:
CGS.S and CGS.A) -- http://www.canwestglobal.com-- is an  
international media company. CanWest, Canada's largest publisher
of daily newspapers, owns, operates and/or holds substantial
interests in newspapers, conventional television, out-of-home
advertising, specialty cable channels, radio networks and web
sites in Canada, New Zealand, Australia, Ireland and the United
Kingdom. The Company's program production and distribution
division operates in several countries throughout the world.


CAPITOL COMMUNITIES: Taps Noble International as Fin'l Advisor
--------------------------------------------------------------
Capitol Communities Corporation (OTC Bulletin Board: CPCY) has
retained Noble International Investments, Inc., the corporate
finance arm of Noble Financial Group, a full-service financial
services firm headquartered in Boca Raton, Florida, to serve as
its exclusive corporate finance and investment banking consultant.  

Noble will advise and assist Capitol Communities with respect to
merger and acquisition strategies, corporate partnering, corporate
structuring and growth financing.

"The engagement of Noble International Investments is an important
step forward in our efforts to implement a new set of strategic
initiatives aimed at strengthening the Company's financial
position and furthering its evolution," said Ashley Bloom, Capitol
Communities Vice President and Treasurer.

Noble Financial Group, established in 1984, provides a
comprehensive set of financial products and services to both
individuals and businesses, including money management, financial
planning, securities research, corporate finance, investment
banking and management consulting.

Capitol Communities Corporation is a real estate development
company, which, through its subsidiary, currently has residential
and commercial land holdings in the master planned community of
Maumelle, Arkansas.  The Company is currently seeking to expand
its transaction base, focusing primarily on real estate and
related business opportunities in high growth venues.

                         *     *     *

                      Financial Condition

In its most recent Form 10-QSB filing, Capitol Communities
reported:

"The Company needs to cure its current illiquidity in order to
diversify its portfolio, acquire new business opportunities and
generate revenues.  Accordingly, the Company is in the process
of liquidating all or portions of the Maumelle Property and raise
sufficient capital to commence meaningful operations.  There can
be no assurance, however, that the Company will be able to sell
portions and/or all of the Maumelle Property for a fair market
value or at all, or raise sufficient capital in order to
implement its growth strategy.

"At March 31, 2003, the Company had total assets of $10,250,603 an
increase of $3,278,242 or 47% as compared to total assets of
$6,972,179, as of the Company's fiscal year ended September 30,
2002. The Company had cash of $497,492 as of March 31, 2003
compared to $16,981 at September 30, 2002.  The increase of assets
was primarily due to the purchase of the Company's membership
interest in TradeArk Properties, LLC.

"The current portion of notes receivable increased to $1,000,000
on March 31, 2003 from $500,000 on September 30, 2002. The
increase was primarily a result of a $1,000,000 note becoming
current, and a $500,000 note paid by West Maumelle, L.P.

"Total liabilities of the Company at March 31, 2003 were
$7,757,591, an increase of $3,466,584 from the September 30, 2002
total of $4,291,007.  The current liability for notes payable
increased by $3,466,584 during the six months, from $2,029,168 to
$3,470,158.

"Long term debt increased to $1,601,074, as of March 31, 2003 from
$1,216,000, as of September 30, 2002, an increase of $385,074.40.

"Shareholders' Equity decreased by $188,160 to $2,493,012 from
$2,681,172 for the period ended  September 30, 2002.  The
decreased was primarily the result of a reclassification of the
notes receivables by an officer and controlling shareholder of the
Company, for an offset of accrued expenses, the settlement of
certain notes for equity, the year to date loss and a
reclassification of $261,000 offsetting debt for Preferred Stock,
Series A."


CENTERPOINT ENERGY: Executes New $2.35 Billion Credit Facility
--------------------------------------------------------------
CenterPoint Energy, Inc. (NYSE: CNP) completed a refinancing of
its $2.85 billion bank credit facility.  On September 9th, the
company and its subsidiary, CenterPoint Energy Houston Electric,
LLC, issued a total of $500 million of secured and unsecured debt
which was used to reduce the credit facility to $2.35 billion.  
Today, the company closed on a new $2.35 billion credit facility
to replace the prior facility.

The new three-year facility is composed of a revolving credit
facility of $1.425 billion with a 12-bank syndicate and a $925
million term loan from institutional investors.

"We continue to execute our financing strategy which is to reduce
our borrowing costs, ensure adequate liquidity and maintain
financial flexibility for the company," said Gary L. Whitlock,
chief financial officer of CenterPoint Energy.  "This new facility
reduces our interest expense, extends the maturity on the facility
and diversifies our financing sources.  In addition, it reduces
our reliance on the bank market.  We believe that this refinancing
further enhances our financial stability and liquidity during our
transition period through 2005, by which time we expect to have
recovered our investment in our generating assets and returned to
a debt level more typical for a regulated utility."

The new credit facility takes advantage of improved conditions for
utility companies like CenterPoint Energy in the credit markets.

Key features of the new facility:

     --  The term of the new facility is three years, maturing on
         October 7, 2006.

     --  The rate for the term loan is LIBOR+350 basis points and
         the drawn cost under the revolving credit facility is
         LIBOR +300 basis points versus borrowing costs of LIBOR +
         450 basis points in the previous facility.

     --  The company's Texas Genco stock, pledged as security for
         the previous facility, will be pledged to the lenders
         under the new facility.

     --  The company also is continuing its commitment to limit
         the dividend paid on its common stock to an annualized
         $0.40 per share.

     --  As in the prior facility, the company has committed to
         use proceeds from any sale of its generating assets to
         reduce its borrowings under the facility.  Any net cash
         proceeds from the issuance of securitization bonds in
         excess of the proceeds required to repay CenterPoint
         Energy Houston Electric's $1.310 billion term loan, due
         in November 2005, also must be used to reduce borrowings
         under the facility.

     --  In addition to its other benefits, the new credit
         facility eases certain restrictions contained in the
         prior facility.  For example any money raised in other
         future capital markets offerings and in the sale of other
         significant assets will not have to be used to pay down
         the bank credit facility.

Since February 2003, CenterPoint Energy has raised more than $3.5
billion in the debt capital markets.  This includes the most
recent issuance of $500 million.  Of this, $200 million are 7-year
senior unsecured notes issued by CenterPoint Energy, Inc. at an
interest rate of 7.25 percent and $300 million are 10-year general
mortgage bonds issued by CEHE, the company's electric transmission
and distribution subsidiary, at an interest rate of 5.75 percent.  
A portion of the proceeds from these financings has been used
to reduce borrowings under the prior facility to the current $2.35
billion level.

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

                          *   *   *

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

          The following ratings were affirmed by Fitch:

                    CenterPoint Energy, Inc.

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

              CenterPoint Energy Houston Electric, LLC

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

               CenterPoint Energy Resources Corp.

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


CHANNEL MASTERS: Wants Schedule-Filing Deadline Moved to Dec. 1
---------------------------------------------------------------
Channel Masters Holdings, Inc., and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to extend the
time period within which they must file the mandatory schedules,
lists and statement of financial affairs with the Court.  The
Debtors ask the Court for an extension through December 1, 2003.

Since the Petition Date, the Debtors Chief Financial Office,
accounting staff, and its financial advisors have been engaged on
nearly a full time basis with preparing the Debtors for filing
their Chapter 11 petitions and in providing the Debtors DIP
lenders with financial information to support the Debtors' request
for DIP credit facility and in connection with the ongoing
negotiations and due diligence in connection with a sale of the
Companies.

Based upon the progress to date, the Debtors estimate that an
extension of 60 days will provide the Debtors with sufficient time
to complete and file the Schedules.

The Debtors are also requesting authority to file Schedules on a
consolidated basis. In the Debtors' ordinary course of business,
they maintain most of their financial records on a consolidated
basis. As a result, the Debtors do not maintain separate financial
records for each corporate entity that is a Debtor. Instead, the
financial information is maintained on a consolidated basis for
each business group. Preparing individual Schedules for each
debtor would be time consuming and extremely costly because it
would require the Debtors to create financial information for each
Debtor. Consolidating the Debtors' Schedules would be expeditious
and advantageous to the interests of the Debtors, their estates,
their creditors and all other parties in interest.

Headquartered in Smithfield, North Carolina, Channel Master
Holdings, Inc., with the Debtor-affiliates, are leading designer
and manufacturer of high-volume, superior quality antenna products
for the satellite communications industry both in the U.S. and
internationally.  The Company filed for chapter 11 protection on
October 2, 2003 (Bankr. Del. Case No. 03-13004). David B.
Stratton, Esq., at Pepper Hamilton LLP represents the Debtors in
their restructuring efforts.  When the Company filed for
protection from its creditors, it listed estimated debts and
assets of over $50 million each.


CHARTER COMMS: Names 3 Executives to Sr. Western Div. Positions
---------------------------------------------------------------
Three key appointments to the senior staff of Western Division
Operations at Charter Communications, Inc. (Nasdaq:CHTR) were
announced by Eric Brown, Senior Vice President of Western Division
Operations.

Ted Carrier was named Vice President of Charter Business Networks,
the company's provider of advanced high-speed data, voice, and
video services for both small businesses and large organizations
with extensive network requirements over dispersed locations. With
more than 20 years' experience in finance and operations in the
telecommunications industry, Mr. Carrier has served in a variety
of executive positions at companies including Contel Corporation,
a wireless telecommunications provider, where he was Treasurer and
Chief Financial Officer for Contel Cellular; Cox PCS, where he was
Vice President of Finance, Administration and Customer Service;
Sprint PCS, where he was General Manager and Vice President of
Operations; TeleCore, Inc., an installation and maintenance
service provider for the DSL industry, where he was Chief
Operating and Finance Officer, and Senior Vice President of
Central Operations; and Willtech International, a developer of
monitoring, testing and optimization solutions to the wireless
industry, where he was President and CEO.

William Jungermann was named Vice President of Sales and
Marketing. With almost 20 years' experience in sales and
marketing, Mr. Jungermann was most recently Vice President of
Sales for RCN Corporation. Prior to this he held significant sales
management positions with Cox Communications, Pepsi-Cola Company
and Xerox Corporation. In each of his previous roles, he designed,
oversaw and directed innovative sales programs, including door-to-
door, multi-dwelling-unit, small-business, telemarketing- and
technician-sales channels.

Gary Lindgren was named Vice President of Engineering and
Technical Operations. With over 20 years of diverse
telecommunications experience, Mr. Lindgren was previously Senior
Vice President of Network Planning and Engineering at ICG
Communications where he oversaw voice and data networks. Prior to
ICG, he served as Vice President of Engineering for Media One,
managing all engineering functions for a large customer cluster in
Michigan and Ohio. While there he played an instrumental role in
the design and construction of their advanced cable, telephony and
data network. The breadth of Mr. Lindgren's experience also
includes senior technical roles at Sprint, Bell Communications
Research, and Southwestern Bell.

Craig Watson was named Vice President of Communications. Mr.
Watson has served in a variety of public Affairs, sales and
operating roles in the cable television industry for more than 20
years. Most recently he was Senior Vice President of the Broadband
Division of MasTec, a national infrastructure contractor. Previous
to this he served in senior operations positions with Cablevision
Systems, Cox Communications, Inc., and Falcon Cable.

Charter Communications, A Wired World Company(TM), is the nation's
third-largest broadband communications company. Charter's Western
Division Operations serve some 1.1 million customers in five
states, including California, Nevada, Oregon, Washington, and
Idaho. Charter provides a full range of advanced broadband
services to the home, including cable television on an advanced
digital video programming platform via Charter Digital Cable(R)
brand and high-speed Internet access marketed under the Charter
Pipeline(R) brand. Commercial high-speed data, video and Internet
solutions are provided under the Charter Business Networks(R)
brand. Advertising sales and production services are sold under
the Charter Media(R) brand. More information about Charter can be
found at http://www.charter.com

                         *     *     *

As reported in Troubled Company Reporter's October 2, 2003
edition, Standard & Poor's Ratings Services assigned its CCC-
rating to the $1.6 billion 10.25% senior notes due 2010 of CCH II,
LLC and CCH II Capital Corp., both of which are indirect
subsidiaries of cable system operator Charter Communications Inc.
(CCC+/Developing/--).

The notes were issued in privately negotiated transactions in
exchange for $609 million principal amount of convertible debt at
Charter Communications Inc., and $698 million principal amount of
senior notes and about $560 million in accreted principal amount
of senior discount notes debt at intermediate holding company
Charter Communications Holdings, LLC. The notes are currently not
registered, but the company has agreed to exchange the notes for
identical registered securities at a future date. All outstanding
ratings on Charter were affirmed. The outlook is developing.


CHARTER COMMS: Names Charles M. Lillis to Board of Directors
------------------------------------------------------------
Charter Communications, Inc. (Nasdaq:CHTR) announced the election
of Charles M. Lillis, former Chairman and CEO of MediaOne Group,
Inc., to the company's board of directors.

"I'm pleased to have recruited Chuck to our Board," said Charter
Chairman Paul Allen. "His wealth of business knowledge and
experience in the cable television industry will be an asset to
the Board and our leadership team."

Charter President and CEO Carl Vogel said, "Media One was a
recognized leader in the deployment of advanced services,
competitive positioning and the use of strategic research under
Chuck's influence and direction, as well as a well-respected
operator of broadband networks. We are very pleased to have
attracted him to our Board."

Presently a private investor, Mr. Lillis served as CEO of MediaOne
from 1995 to 1997. Prior to that, he held various senior
management positions at U S WEST, MediaOne's predecessor. Before
joining U S WEST, he served as Dean of the University of
Colorado's College of Business and as a professor at Washington
State University.

A director of SuperValu, Inc. and Williams Companies, Mr. Lillis
works closely with his wife and children on programs sponsored by
the Lillis Foundation. He is Chairman of the University of
Washington Business Advisory Board, a member of the University of
Washington Foundation Board, and a former member of the University
of Colorado Foundation Board.

A graduate of the University of Washington, Seattle, with a
master's degree in business administration, Mr. Lillis also holds
a doctorate of philosophy from the University of Oregon, in
Eugene.

Mr. Lillis joins a Charter board comprising Chairman Paul G.
Allen; and Directors David C. Merritt, former managing director of
the Entertainment Media advisory group at Gerard, Klauer, Mattison
& Co.; Marc B. Nathanson, Chairman of Mapleton Investments; Nancy
B. Peretsman, Executive Vice President and Managing Director,
Allen & Co., (not affiliated with Mr. Allen); William D. Savoy,
former President and CEO of Portfolio and Asset Management for
Vulcan Inc.; John H. Tory, former President and CEO of Rogers
Cable; Carl E. Vogel, President and CEO of Charter Communications,
Inc; and Larry W. Wangberg, former Chairman and CEO of TechTV Inc.

Charter Communications, A Wired World Company(TM), is the nation's
third-largest broadband communications company. Charter's Western
Division Operations serve some 1.1 million customers in five
states, including California, Nevada, Oregon, Washington, and
Idaho. Charter provides a full range of advanced broadband
services to the home, including cable television on an advanced
digital video programming platform via Charter Digital Cable(R)
brand and high-speed Internet access marketed under the Charter
Pipeline(R) brand. Commercial high-speed data, video and Internet
solutions are provided under the Charter Business Networks(R)
brand. Advertising sales and production services are sold under
the Charter Media(R) brand. More information about Charter can be
found at http://www.charter.com

                         *     *     *

As reported in Troubled Company Reporter's October 2, 2003
edition, Standard & Poor's Ratings Services assigned its CCC-
rating to the $1.6 billion 10.25% senior notes due 2010 of CCH II,
LLC and CCH II Capital Corp., both of which are indirect
subsidiaries of cable system operator Charter Communications Inc.
(CCC+/Developing/--).

The notes were issued in privately negotiated transactions in
exchange for $609 million principal amount of convertible debt at
Charter Communications Inc., and $698 million principal amount of
senior notes and about $560 million in accreted principal amount
of senior discount notes debt at intermediate holding company
Charter Communications Holdings, LLC. The notes are currently not
registered, but the company has agreed to exchange the notes for
identical registered securities at a future date. All outstanding
ratings on Charter were affirmed. The outlook is developing.


COGENTRIX ENERGY: Forbearance Period Extended Until October 28
--------------------------------------------------------------
As a result of the maturity of the outstanding obligations
(currently $145.0 million) under the Cogentrix Energy, Inc.
corporate credit facility on October 29, 2003, CEI's independent
auditors expressed a going concern uncertainty in their report on
CEI's consolidated financial statements for the year ended
December 31, 2002, which triggered an event of default under the
corporate credit facility.  

CEI has a forbearance agreement in effect with the lenders to the
corporate credit facility pursuant to which the lenders agreed to
forbear through September 30, 2003 from terminating their
commitments or accelerating the outstanding obligations and
demanding payment.  Additionally, the lenders agreed to allow CEI
to continue to convert to borrowings, drawings under outstanding
letters of credit issued under the corporate credit facility
during this forbearance period.  On September 29, 2003, the
lenders granted CEI's request to extend this forbearance period
through October 28, 2003.


CORE-MARK: Commences Process to Evaluate Potential Asset Sale
-------------------------------------------------------------
Core-Mark International, Inc., a leading wholesale distributor to
the convenience retail industry in North America, continues to
perform in a stable, ongoing operational and financial position
and is taking new steps to enhance its business.

Recently, the Company announced the commencement of the formal
process to evaluate the potential sale of its business in
preparation for emerging from Chapter 11. Core-Mark operates as a
separate business and legal entity from its parent company,
Fleming Companies, Inc.

                         Progress Update

Core-Mark has continued to achieve positive operational progress
over the past six months. The Company reported that the quality
and reliability of its service levels and other aspects of
customer support are operating at historic levels. During the
third quarter, Core-Mark's overall fill rate has exceeded 98%. In
addition, Core-Mark has maintained positive cash flow since
Fleming and Core-Mark filed for Chapter 11 bankruptcy protection
on April 1, 2003.

"While our parent company's problems had an umbrella effect on
Core-Mark regarding bankruptcy, we are pleased to report that our
customer base remains strong, our fill-rates are at pre-bankruptcy
levels, and we continue to sustain positive cash flow," said J.
Michael Walsh, Chief Executive Officer and President of Core-Mark.
"As we plan for the end of our Chapter 11 reorganization case, we
are taking a number of steps, including adjusting our distribution
network and reaffirming our focus on customer service, that will
better position us to serve the growing convenience retail
sector."

       Integration of Historic Fleming Distribution Centers
                 and Customers Added to Network

Core-Mark also will integrate three Eastern distribution centers
that were historically part of Fleming's convenience business.
These divisions include a center in Minneapolis, Minnesota
(formerly Minter Weisman), Leitchfield, Kentucky (formerly Miller
Hartman), and Atlanta, Georgia (formerly Head Distributing).

Concurrently, Fleming will close three divisions that were
historically part of its convenience business. Customers serviced
by the Adel, Georgia division will be serviced by Core-Mark's
Atlanta division beginning next month. Some customers at the other
two closing divisions, Altoona, Pennsylvania and Chicago,
Illinois, will be serviced by Core-Mark. Fleming and Core-Mark
intend to contact customers serviced by these facilities to
discuss service options.

Core-Mark said the distribution network decisions were designed to
most effectively position Core-Mark to serve its core, historic
customer base and to allow for maximum efficiency as soon as it
emerges from Chapter 11.

Walsh said, "We strategically chose to retain those historic
Fleming convenience divisions that strengthen our ability to serve
core customers and provide future sustainable growth. We are very
pleased that we believe we will be able to integrate these Fleming
convenience divisions and customers into our network seamlessly to
avoid any disruption of service."

                       Restructuring Update

In terms of its restructuring, Fleming and Core-Mark are
continuing to work closely with their secured lenders and the
Official Committee of Unsecured Creditors appointed by the U.S.
Bankruptcy Court to agree on a strategy for Core-Mark to emerge
from Chapter 11. Because Core-Mark is operationally independent
from Fleming, the Company has not been impacted by the sale of
Fleming's wholesale business.

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

Core-Mark International is a leading distributor of consumer
packaged goods and store supplies to the convenience retail
industry. Core-Mark provides distribution and logistics services
as well as value-added programs to over 19,000 customer locations
across 38 states and five Canadian provinces. Core-Mark services a
variety of store formats including traditional convenience
retailers, mass merchandisers, drug, liquor and specialty stores,
and other stores that carry consumer packaged goods. Independently
headquartered in San Francisco, California, Core-Mark is currently
a subsidiary of Fleming Companies, Inc.


COVANTA ENERGY: Asks Court to Dismiss Six Bankruptcy Cases
----------------------------------------------------------
Deborah M. Buell, Esq., at Cleary, Gottlieb, Steen & Hamilton, in
New York, relates that the Purchase Agreement between the Covanta
Energy Debtors and Caithness Energy, LLC, and ArcLight Capital
Partners, LLC, contemplates the dismissal of six bankruptcy cases
filed by the Acquired Debtor Companies.  The Acquired Debtor
Companies includes the Debtor Project and Holding Companies:

   The Debtor Project Companies
   ----------------------------
   Second Imperial Geothermal Company, L.P.,
   Heber Geothermal Company, and
   Heber Field Company.

   The Debtor Holding Companies
   ----------------------------
   Covanta SIGC Energy, Inc.,
   Covanta SIGC II, Inc., and
   AMOR.

In the event that the Debtors determine that the Purchase
Agreement or Alternative Transaction represents the highest or
best offer, the Debtors seek the Court's authority to dismiss the
cases of the Acquired Debtor Companies upon Closing.  Conversely,
if the Debtors determine that an Alternative Transaction
represents a higher or better offer and the Alternative
Transaction does not require dismissal of the cases of the
Acquired Debtor Companies, the Debtors will withdraw their
request.

Under Section 1112(b) of the Bankruptcy Code, a Chapter 11 case
may be dismissed if there is sufficient cause for the dismissal;
and the dismissal would be in the best interest of the creditors
and the estates.

Ms. Buell contends that dismissal of the cases of the Acquired
Debtor Companies is a condition precedent to consummation of the
Proposed Sale.  The dismissal is warranted because Caithness and
ArcLight would assume all liabilities and obligations of the
Acquired Debtor Companies and continue operating the Acquired
Debtor Companies' businesses upon consummation of the Proposed
Sale. (Covanta Bankruptcy News, Issue No. 37; Bankruptcy
Creditors' Service, Inc., 609/392-0900)    


DATA TRANSMISSION: Combined Hearing Commences on October 20
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
schedules October 20, 2003 to hold a hearing to consider approval
of Data Transmission Network Corporation's Disclosure Statement
and of the Debtor's procedures for solicitation of votes to accept
or reject the Plan and immediately thereafter, a hearing to
consider confirmation of the Plan.  The hearing will commence at
2:00 p.m., (EST) before the Honorable Stuart M. Bernstein, United
States Bankruptcy Judge at the United States Bankruptcy Court for
the Southern District of New York, One Bowling Green, New York,
New York 10004, in Courtroom 723.

All written responses or objections to approval of the Disclosure
Statement, the Debtors solicitation procedures, and/or to
confirmation of the Prepackaged Plan must be be filed with the
Clerk of the United States Bankruptcy Court for the Southern
District of New York on or before October 14, 2003.  A copy must
also be furnished to:  

     (i) counsel to the Debtors
         Paul, Weiss, Rifkind, Wharton & Garrison LLP
         1285 Avenue of the Americas
         New York, New York 10019-6064,
         Attention: Jeffrey D. Saferstein, Esq.

    (ii) the Office of the United States Trustee for Region 2
         33 Whitehall Street, 21st Floor
         New York, New York 10004
     
   (iii) counsel to the agent for the prepetition secured           
          lenders
         Clifford Chance
         200 Park Avenue
         New York, New York 10166-0153
         Attention: Madlyn G. Primoff, Esq.

    (iv) counsel to Veronis Suhler Stevenson, LLC
         Proskauer Rose LLP
         1585 Broadway, New York, New York 10036-8299
         Attention: Alan B. Hyman, Esq.

    (vi) counsel to any official committee appointed in these           
          cases, and

    vii) any parties requesting notice pursuant to Bankruptcy
          Rule 2002

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


DIEDRICH COFFEE: Appoints Martin Lynch to EVP and CFO Positions
---------------------------------------------------------------
Diedrich Coffee, Inc. (Nasdaq: DDRX) announced two changes in its
senior management team. Martin A. Lynch was appointed Executive
Vice President and Chief Financial Officer.  Matt McGuinness, who
formerly served in this capacity with the Company, was appointed
to the newly created position of Executive Vice President of
Development.

Roger Laverty, Diedrich Coffee's President and Chief Executive
Officer, said, "I am very pleased to announce these changes, which
directly support our previously stated goal of aggressively
growing our retail brands.  While Matt previously had oversight of
our development areas, in addition to his CFO responsibilities,
his new position will allow him to focus exclusively on executing
our primary growth strategy.  I am also pleased to add a very
experienced financial executive to our team.  Marty Lynch has
served as chief financial officer of Tiger International, Duty
Free Shoppers and, most recently, Smart & Final Inc."

With headquarters in Irvine, California, Diedrich Coffee
specializes in sourcing, roasting and selling the world's highest
quality coffees.  The company's three brands are Gloria Jean's
Coffees, Diedrich Coffee and Coffee People.  The Company's 430
retail outlets, the majority of which are franchised, are located
in 36 states and 10 foreign countries.  Diedrich Coffee also sells
its coffees through more than 210 wholesale accounts including
office coffee service distributors, restaurants and specialty
retailers, via mail order and the Internet.  For more information
about Diedrich Coffee, visit the Company's Web sites at
http://www.diedrich.com http://www.gloriajeans.com and  
http://www.coffeepeople.com

As reported in Troubled Company Reporter's September 30, 2003
edition, the Company was in the process of amending its bank
credit agreement, as it is presently not in compliance with
certain financial covenants therein because of the fourth quarter
impairment charges.

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


DOBSON COMMS: Declares In-Kind Dividend on 13% Preferred Shares
---------------------------------------------------------------
Dobson Communications Corporation (Nasdaq:DCEL) declared an in-
kind dividend on its outstanding 13% Senior Exchangeable Preferred
Stock. The dividend will be payable on November 1, 2003 to holders
of record at the close of business on October 15, 2003. The CUSIP
for the 13% Senior Exchangeable Preferred Stock are 256 072 50 5.

Holders of shares of 13% Senior Exchangeable Preferred Stock will
receive 0.03322 additional shares of 13% Senior Exchangeable
Preferred Stock for each share held on the record date. The
dividend covers the period August 1, 2003 through October 31,
2003. The dividends have an annual rate of 13% on the $1,000 per
share liquidation preference value of the preferred stock.

Dobson Communications (S&P, CCC+ Senior Debt and B- Corporate
Credit Rating, Stable Outlook) is a leading provider of wireless
phone services to rural markets in the United States.
Headquartered in Oklahoma City, the Company owns wireless
operations in 16 states. For additional information on the Company
and its operations, visit its Web site at http://www.dobson.net


DVI: Fitch Downgrades $1.6B of Sponsored Medical Equipment Deals
----------------------------------------------------------------
Fitch Ratings downgrades all DVI, Inc., sponsored medical
equipment lease transactions. In addition, all classes remain on
Rating Watch Negative.

This action reflects Fitch's concerns over the heightened
potential for significant collateral deterioration in light of
DVI's bankruptcy, continued concerns about DVI's ability to
service the portfolio with a reduced work force and unresolved
delays in providing Fitch with updated servicer reports. While it
is difficult to quantify the impact of these issues, Fitch
believes that the combination of these risks is no longer
consistent with the original ratings.

As indicated in the September 12th press release, Fitch was
awaiting transaction performance information, specifically the
September servicer report (August data) to determine the magnitude
of the potential rating changes. However, Fitch has still not
received updated transaction performance information and the
timing of the servicer report delivery is still unclear.

Compounding these concerns is the announcement by the U.S. Trustee
Office of the appointment of an examiner to probe allegations of
accounting irregularities at DVI. Further, U.S. Bank N.A., the
trustee of the securitizations, indicated that it has reason to
believe that, prior to filing bankruptcy, DVI may have
inappropriately used for its own working capital needs somewhere
between $2.5 million and $3.5 million of payments related to
contracts owned by the securitization trusts, that some equipment
vendors have not been paid for equipment and/or related services,
and that certain property, sales and franchise taxes have not been
paid.

Late last week, the U.S. Bankruptcy Judge in the DVI case
indicated that the debtor-in-possession financing to be provided
by Goldman Sachs and Ableco Finance would be approved. Fitch has
not yet received additional information as to how the approval
will affect required servicer advances in each securititization.

As indicated in previous releases, Fitch has been in regular
contact with the trustee and back-up servicer, US Bank. It remains
unclear when and if a servicing transfer may take place. Fitch
believes that US Bank has the appropriate capabilities to service
the DVI portfolio but any transfer will likely be complicated and
result in at least a temporary decline in performance.

All classes of notes remain on Rating Watch Negative. Upon receipt
of updated servicer reports, Fitch will determine whether further
rating actions are appropriate. However, the timing and magnitude
of any rating actions may be accelerated based upon the timing,
quantity and quality of information that Fitch receives.

All of the outstanding classes, other than the Class A-1 notes of
the Series 2003-1 transaction which are rated 'F1+' are downgraded
as follows:

DVI Receivables VIII, L.L.C., Series 1999-1

     -- Class A-5 notes to 'AA' from 'AAA';
     -- Class B notes to 'A' from 'AA';
     -- Class C notes to 'BBB' from 'A';
     -- Class D notes to 'BB' from 'BBB';
     -- Class E notes to 'B' from 'BB'.

DVI Receivables X, L.L.C., Series 1999-2, all outstanding classes;

     -- Class A-4 notes to 'AA' from 'AAA';
     -- Class B notes to 'A' from 'AA';
     -- Class C notes to 'BBB' from 'A';
     -- Class D notes to 'BB' from 'BBB';
     -- Class E notes to 'B' from 'BB'.

DVI Receivables XI, L.L.C., Series 2000-1, all outstanding
classes;

     -- Class A-4 notes to 'AA' from 'AAA';
     -- Class B notes to 'A' from 'AA';
     -- Class C notes to 'BBB' from 'A';
     -- Class D notes to 'BB' from 'BBB';
     -- Class E notes to 'B' from 'BB'.

DVI Receivables XII, L.L.C., Series 2000-2, all outstanding
classes;

     -- Class A-4 notes to 'AA' from 'AAA';
     -- Class B notes to 'A' from 'AA';
     -- Class C notes to 'BBB' from 'A';
     -- Class D notes to 'BB' from 'BBB';
     -- Class E notes to 'B' from 'BB'.

DVI Receivables XIV, L.L.C., Series 2001-1, all outstanding
classes;

     -- Class A-3 and A-4 notes to 'AA' from 'AAA';
     -- Class B notes to 'A' from 'AA';
     -- Class C notes to 'BBB' from 'A';
     -- Class D notes to 'BB' from 'BBB';
     -- Class E notes to 'B' from 'BB'.

DVI Receivables XVI, L.L.C., Series 2001-2, all outstanding
classes;

     -- Class A-3 and A-4 notes to 'AA' from 'AAA';
     -- Class B notes to 'A' from 'AA';
     -- Class C notes to 'BBB' from 'A';
     -- Class D notes to 'BB' from 'BBB';
     -- Class E notes to 'B' from 'BB'.

DVI Receivables XVII, L.L.C., Series 2002-1, all outstanding
classes;

     -- Class, A-3A and A-3B notes to 'AA' from 'AAA';
     -- Class B notes to 'A' from 'AA';
     -- Class C notes to 'BBB' from 'A';
     -- Class D notes to 'BB' from 'BBB';
     -- Class E notes to 'B' from 'BB'.

DVI Receivables XVIII, L.L.C., Series 2002-2, all outstanding
classes;

     -- Class A-2A, A-2B, A-3A and A-3B notes to 'AA' from 'AAA';
     -- Class B notes to 'A' from 'AA';
     -- Class C notes to 'BBB' from 'A';
     -- Class D notes to 'BB' from 'BBB';
     -- Class E notes to 'B' from 'BB'.

DVI Receivables XIX, L.L.C., Series 2003-1, all outstanding
classes;

     -- Class A-1 notes are rated 'F1+';
     -- Class A-2A, A-2B, A-3A and A-3B notes to 'AA' from 'AAA';
     -- Class B notes to 'A' from 'AA';
     -- Class C notes to 'BBB' from 'A';
     -- Class D notes to 'BB' from 'BBB';
     -- Class E1 and E2 notes to 'B' from 'BB'.


ENRON CORP: Wants Court Go-Signal to Amend Plan Voting Protocol
---------------------------------------------------------------
Enron Corporation and its debtor-affiliates propose to supplement
and modify the voting procedures so that:

   (a) If a claim is deemed allowed pursuant to the Plan, then
       that claim will be allowed for voting purposes in the
       amount and classification deemed allowed in the Plan;

   (b) Except as indicated and unless temporarily allowed for
       voting purposes in accordance with the Temporary
       Allowance Procedures Order, if a filed proof of claim
       asserts a claim in a wholly unknown or unliquidated
       amount or is docketed in Bankruptcy Services, LLC's
       database as of October 20, 2003 in the amount of $0, then
       the claim will be allowed for voting purposes only in the
       amount of $1;

   (c) Except as indicated and unless temporarily allowed for
       voting purposes in accordance with the procedures set
       forth in the Temporary Allowance Procedures Order, if a
       filed proof of claim asserts a claim in a partially
       unknown or unliquidated amount, then the claim will be
       allowed for voting purposes only in the amount of the
       known or liquidated portion of the claim;

   (d) If a claim has been estimated and allowed by an order of
       the Bankruptcy Court in accordance with the Estimation
       Motion, then this claim will be allowed for voting
       purposes in the amount approved by the Bankruptcy Court,
       provided that the order is entered on or before December
       19, 2003;

   (e) If a claim is listed in the Debtors' schedules as
       contingent, unliquidated, or disputed and a proof of
       claim was not (i) filed by the applicable bar date for
       the filing of proofs of claim established by the
       Bankruptcy Court, or (ii) deemed timely filed by an order
       of the Bankruptcy Court prior to October 20, 2003, unless
       the Debtors have consented in writing, then this claim
       will be disallowed for voting purposes;

   (f) If (i) the Debtors objected to a claim by serving an
       objection, motion, adversary proceeding or otherwise to
       the entirety of a claim on or before October 20, 2003 and
       (ii) the claim has not been temporarily allowed for
       voting purposes in accordance with the procedures set
       forth below, then this claim will be disallowed for
       voting purposes;

   (g) If (i) the Debtors objected to a claim by serving an
       objection, motion, adversary proceedings or otherwise to
       a portion of a claim on or before October 20, 2003 and
       (ii) the portion of the claim has not been temporarily
       allowed for voting purposes in accordance with the
       procedures set forth below, then the claim will be
       allowed for voting purposes only in the amount that is
       not the subject of the pending objection;

   (h) If (i) the Debtors have objected to a claim by serving an
       objection, motion, adversary proceedings or otherwise to
       the classification of all or part of a claim on or before
       October 20, 2003 and (ii) the claim has not been
       temporarily allowed for voting purposes in accordance
       with the proposed procedures, then the claim will be
       allowed for voting purposes only in the amount and
       classification that is not the subject of the pending
       objection (if any);

   (i) Unless otherwise temporarily allowed for voting purposes
       in accordance with the procedures set forth in the
       Temporary Allowance Procedures Order, if one proof of
       claim asserts the same claim against multiple Debtors,
       then the claim will be allowed for voting purposes only
       against the Debtor as docketed in BSI's claims database
       as of October 20, 2003;

   (j) Unless otherwise provided in the Temporary Allowance
       Procedures Order or other orders of the Bankruptcy Court,
       the allowed amount of any proof of claim for voting
       purposes will be the amount as docketed in BSI's claims
       database as of October 20, 2003;

   (k) Unless otherwise provided in the Temporary Allowance
       Procedures Order or other orders of the Bankruptcy Court,
       for purposes of determining eligibility to vote, the
       classification of a claim will be determined based on
       the classification as docketed in BSI's claims database
       as of October 20, 2003; provided, however, that any
       claims for which BSI was unable to identify the
       classification will be classified as general unsecured
       claims;

   (l) If a creditor opts into or out of a particular
       convenience class, then any election will be binding on
       that creditor regardless of whether the claim is
       ultimately allowed against a different Debtor or in a
       different amount;

   (m) If a claim is allowed pursuant to a Bankruptcy Court-
       approved settlement on or before December 19, 2003, then
       the claim will be entitled to vote on the Plan in
       accordance with the terms of the settlement;

   (n) Unless temporarily allowed for voting purposes in
       accordance with the procedures set forth in the Temporary
       Allowance Procedures Order, if a proof of claim asserts a
       claim that is not in U.S. dollars, the claim will be
       treated as unliquidated and allowed for voting purposes
       only for $1.00;

   (o) Unless temporarily allowed for voting purposes in
       accordance with the procedures set forth in the Temporary
       Allowance Procedures Order, if (i) a proof of claim was
       filed after the applicable Bar Date, (ii) the creditor
       did not obtain leave to late file, and (iii) the proof of
       claim is not docketed in BSI's database as of October 20,
       2003 as an amendment of a timely filed claim, then the
       claim will be disallowed for voting purposes only;

   (p) Unless otherwise temporarily allowed for voting purposes
       in accordance with the procedures set forth in the
       Temporary Allowance Procedures Order, if a claim does not
       list a Debtor or is docketed as "unknown" in BSI's
       database as of October 20, 2003, then the claim will be
       allowed for voting purposes only against Enron Corp.; and

   (q) Unless otherwise temporarily allowed for voting purposes
       in accordance with procedures set forth in the Temporary
       Allowance Procedures Order, if a claim is disallowed
       pursuant to Section 502(d) of the Bankruptcy Code or is
       equitably subordinated under the Bankruptcy Code, then
       the claim will be disallowed for voting purposes only.

To the extent that a creditor seeks to have its claims temporarily
allowed for voting purposes for any reason, then the Debtors
propose these procedures be adopted to ensure an orderly process:

   (a) All motions to seek temporary allowance of a claim for
       voting purposes must be filed with the Bankruptcy Court
       on or before November 14, 2003;

   (b) All responses to Temporary Allowance Motions must be
       filed on or before December 4, 2003;

   (c) The movant may file a reply to any response on or before
       December 9, 2003;

   (d) A hearing must be held on the Temporary Allowance Motions
       on or before December 17, 2003; and

   (e) Orders temporarily allowing claims must be entered by the
       Bankruptcy Court on or before December 19, 2003.

To the extent that a creditor has a question as to how its claim
is docketed by BSI, it may access publicly available information
vial the Internet by accessing BSI's Web site at
http://www.bsillc.com

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, in New York,
clarifies that this Supplement is intended to supplement and
modify the relief requested in the Original motion and in no way
supersedes the Original Motion.  The Original Motion and this
Supplement should be read together as a single document.

Accordingly, the Debtors ask the Court to approve:

   (a) the supplemented and modified voting procedures for
       claims as proposed;

   (b) the supplemented and modified procedures to temporarily
       allow claims for voting purposes as proposed; and

   (c) all other relief requested in the Original Motion. (Enron
       Bankruptcy News, Issue No. 82; Bankruptcy Creditors'
       Service, Inc., 609/392-0900)


FEDERAL-MOGUL: Creditor Committee Sues CCR to Recover $2.5 Mil.
---------------------------------------------------------------
The Center for Claims Resolution, Inc. is responsible for the
analysis, administration, litigation and settlement of the
asbestos claims that had been asserted against the Federal-Mogul
Debtors.  CCR was formed in 1998 by a number of corporations for
the purpose of establishing a single, central agent to administer,
settle and manage asbestos-related personal injury brought by
various plaintiffs against CCR Members.  The Debtors have been
members of the CCR since before the Petition Date.

Pursuant to Sections 547 and 550 of the Bankruptcy Code, the
Official Committee of Unsecured Creditors complains that between
July 3, 2001 and October 1, 2001, Debtors T&N Limited, Gasket
Holdings Incorporated and Ferodo America, Inc. electronically
transferred and paid $2,511,983 in aggregate to CCR.  The
transfers were made either:

   -- for the benefit of asbestos personal injury claimants of
      the Debtors that receive payments from CCR out of funds by
      the Transfers; or

   -- to CCR, as a creditor.

Eric D. Sutty, Esq., at The Bayard Firm, in Wilmington, Delaware,
relates that the Transfers were made while the Debtors were
insolvent.  The Transfers were made on account of antecedent debt
owed by T&N, Gasket Holding and Ferodo to CCR or to certain
personal injury claimants.  Mr. Sutty contends that the Transfers
enabled CCR and the asbestos claimants to receive more than what
they would receive if the Debtors' cases were under Chapter 7 of
the Bankruptcy Code, the Transfers had not been made or CCR was
to receive a distribution for its claim pursuant to the
Bankruptcy Code provisions.

Pursuant to Bankruptcy Code Section 550, the Creditors' Committee
asks the Court to compel CCR to return the (1) $2,099,409 on
behalf of T&N's estate, (2) $280,340 on behalf of Gasket
Holdings' estate, and (3) $132,232 on behalf of Ferodo's estate,
plus interest accrued on each amount until the Transfers are
fully repaid.  The Creditors' Committee also asks the Court to
disallow all claims filed by or on behalf of CCR until CCR has
paid all amounts for which it is liable. (Federal-Mogul Bankruptcy
News, Issue No. 43; Bankruptcy Creditors' Service, Inc., 609/392-
0900)


FREMONT GENERAL: Will Host 3rd-Quarter Conference Call on Oct 29
----------------------------------------------------------------
Fremont General Corporation (NYSE: FMT) plans to release its third
quarter 2003 results of operations on Wednesday, October 29, 2003
before the market open.  The company will host a conference call
beginning at 1:00 p.m. (ET) on October 29th to discuss the results
of operations and financial highlights.  To access the conference
call, dial (706) 634-1256 eight to ten minutes prior to start time
and use confirmation code 3224029.  The call will be archived for
replay and available approximately 60 minutes following the
teleconference through Wednesday, November 5th.  To access the
replay, dial (706) 645-9291 and use confirmation code 3224029.

The event will also be webcast live on the Internet at
http://www.fulldisclosure.com   Under "Today's Highlighted  
Webcasts" scroll down to Fremont General Corporation and click on
"Listen."  Listeners should go to the web site at least 15 minutes
before the event to download and install any necessary audio
software.  The webcast will be archived until October 29, 2004.

Fremont General Corporation is a financial services holding
company and its common stock is traded on the New York Stock
Exchange under the symbol "FMT".

                         *    *    *

                        Junk Ratings

As reported in Troubled Company Reporter's May 29, 2003 edition,
Fitch Ratings upgraded the senior debt ratings of Fremont
General Corporation to 'CCC+' from 'CCC-'. The trust preferred
securities issued by Fremont's affiliate Fremont General Financing
I remain at 'CC'. The Rating Outlook is revised to Stable from
Evolving.

Fremont has used excess cash flows generated by its remaining
subsidiary, Fremont Investment and Loan, a California-chartered
industrial bank, to repurchase its senior debt in the open market.
The amount of senior debt outstanding has declined considerably,
to $213 million currently from $260 million at year-end 2002 and
$425 million when originated in 1999. Trust preferred securities
outstanding remain at $100 million.


GENSCI ORTHOBIOLOGICS: Canadian Court Approves IsoTis Merger
------------------------------------------------------------
Monday the Supreme Court of British Columbia, Canada, approved the
Plan of Arrangement between GenSci (TSX: GNS) and IsoTis
(SWX/Euronext Amsterdam: ISON).  

The court's ruling follows the near unanimous vote in favor of the
merger by GenSci's shareholders at the company's EGM on 30
September.


GENTEK: Wants Additional Time to Make Lease-Related Decisions
-------------------------------------------------------------
GenTek Inc. and its debtor-affiliates ask the Court to extend the
time within which they must move to assume or reject their
unexpired non-residential real property leases until the earlier
of the effective date of their plan of reorganization or
December 29, 2003.

The Debtors reserve their right to seek further extensions if the
plan is not confirmed by December 29, 2003.  Each lessor under an
unexpired lease has the right to request that the extension
period be shortened for cause with respect to a particular
unexpired lease.

Jane M. Leamy, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in Wilmington, Delaware, tells the Court that the Debtors are
lessees under 25 unexpired non-residential real property leases.  
Majority of the unexpired leases are used by the Debtors to
operate corporate and sales offices, industrial and manufacturing
facilities and warehouse space.  The facilities leased under the
unexpired leases have been critical components to the Debtors'
ongoing worldwide business operations and are thus key assets of
the Debtors' estates.

According to Ms. Leamy, the Debtors have made significant
progress in identifying unexpired leases that are critical to
their reorganization.  Since January 2003, the Debtors have
obtained authority to reject seven unexpired leases.  Although
the Debtors expect that they may seek the Court's permission to
reject other unexpired leases, they believe that many of the
remaining unexpired leases will prove to be desirable or
necessary to the continued operation of their businesses and
therefore will enhance the value of their estates.  Ms. Leamy
says that the Debtors likely will seek to assume these unexpired
leases or to have these leases deemed assumed under their Plan.
Still, other unexpired leases, while not necessary for the
Debtors' ongoing operations, may prove to be "below market"
leases that may yield value to the Debtors' estates through their
assumption and assignment to third parties.  Pending the Plan
Confirmation and the effective date, the Debtors intend to
prevent the deemed rejection of the unexpired leases that they
would intend to carry forward after emergence.

If the Debtors were forced to decide prematurely to assume or
reject the unexpired leases, the impact on their businesses would
be significant.  Rejection of the unexpired leases at this stage
would disrupt production, sales and other revenue-generating
activities and would impair the Debtors' ability to administer
and reorganize the business and emerge from Chapter 11 in
accordance with their business plan.

Ms. Leamy assures the Court that an extension will not prejudice
the lessors under the unexpired leases.  The Debtors attest that
they are current with respect to their postpetition obligations
under the leases, and they intend to remain current through the
pendency of their cases or any earlier rejection dates.

Judge Walrath will convene a hearing on October 23, 2003 at
4:00 p.m. to consider the Debtors' request.  By application of
Del.Bankr.LR 9006-2, the Debtors' lease decision period is
automatically extended through the conclusion of that hearing.
(GenTek Bankruptcy News, Issue No. 21; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GENUITY INC: Files Second Amended Plan and Disclosure Statement
---------------------------------------------------------------
A couple of days after the filing of their First Amended Plan and
Disclosure Statement, on October 1, 2003, the Genuity Debtors
presented Judge Beatty their Second Amended Plan and Disclosure
Statement.

Genuity President, Ira H. Parker, relates that the Second Amended
Plan and Disclosure Statement reflects additional provisions with
respect the Professional's Fees, the U.S. Trustee's Fees, the
Cash Claims Reserve, the Operating Expense Reserve, Releases, and
Exculpation, among others.  

                        Professional Fees

Aside from those already paid or the Court has approved on an
interim basis as of September 1, 2003, it is expected that during
the Plan approval process, professionals will file second interim
fee applications, which the Bankruptcy Court will then consider.  
The Debtors estimate that various professionals will accrue fees
and expenses subsequent to September 1, 2003 amounting to
$5,700,000 assuming the Effective Date is November 30, 2003.  
These fees and expenses also do not include fees and expenses of
AP Services LLC, which are expected reach $4,100,000, excluding
any incentive fee.

These estimates do not include claims for substantial
contribution in these Chapter 11 cases, which may be filed by
certain members of the Creditors' Committee and their
professionals.  Nortel, as a Creditors' Committee member,
anticipates filing a claim for professional expenses incurred in
making a substantial contribution to these Chapter 11 cases,
including the negotiation of the inter-creditor compromise
incorporated in the Plan, aggregating $450,000 through July 31,
2003, plus amounts incurred thereafter.  The Bank Agent, as a
Creditors' Committee member, also anticipates filing a $500,000
contribution claim, through August 31, 2003 plus amounts incurred
thereafter.  The Debtors have not agreed to these substantial
contribution claims and they remain subject to objection and
Bankruptcy Court approval.

                Statutory Fees to the U.S. Trustee

Under the Second Amended Plan, the U.S. Trustee Fees will be paid
when due, by the Debtors on or before the Effective Date, and by
the Liquidating Trust, after the Effective Date, through the
closing of these Chapter 11 cases.

                      Treatment of BBN Bonds

The Second Amended Plan also provides that the distributions to
the BBN Bonds Trustee will instead be diverted to other
creditors.

Prior to the resolution of all Contested Senior Creditor Claims,
Cash deposited in the Senior Creditor Claims Reserve will not be
distributed to Holders of Class B Beneficial Interests issued in
respect of Approved Senior Creditor Claims but will be used to
pay all costs and expenses incurred by the Liquidating Trust in
connection with the investigation, resolution, defense against,
compromise and settlement of all Contested Senior Creditor
Claims.  Upon the resolution of all Contested Senior Creditor
Claims, any Cash in the Senior Creditor Claims Reserve will be
distributed pro rata to the Holders of Class B Beneficial
Interests issued in respect of Approved Senior Creditor
Claims.

                           Releases

The Second Amended Plan provides for a release of the Bank Agent
and Bank Lenders from all claims and causes of action of the
Debtors or their estates.  However, Mr. Parker clarifies that the
Plan does not release the Bank Agent or the Bank Lenders from any
criminal liability.  This release is being granted as part of the
settlement of potential preference litigation against the Bank
Agent and Bank Lenders, potential objections to the claims of the
Bank Agent and Bank Lenders and potential litigation that could
be brought by or for the benefit of the Bank Lenders regarding
the Subsidiary Guaranty, the enforcement of intercompany claims,
alleged fraudulent transfers and alleged conduct of the Debtors'
directors and officers.

Mr. Parker notes that there is no release provision for any of
the D&O Releasees from:

   (a) criminal liability for any act or omission in their
       capacities as directors and officers;

   (b) any liability to the U.S. federal government; or

   (c) liability pursuant to Section 502(a) of the ERISA with
       respect to any employee benefit plan the Debtors
       sponsored.

                           Exculpation

The Plan does not exculpate any Person from (a) any criminal
liability, or (b) liability pursuant to Section 502(a) of the
ERISA with respect to any employee benefit plan that the Debtors
sponsored.  Similarly, the Plan does not release any attorney
from liability to his or her clients.

                   Conditions to Effective Date

Two more conditions to the Plan's Effective Date were added:

   (a) The Bank Agent, on the Bank Lenders' behalf, will have
       received:
             
       -- the $514,200,000 payment; and

       -- not less than $3,840,850 of the Bank Tranche Amount;
          and

   (b) The Class B Tranche Amount will have been deposited into
       the Class B Subtrust, after appropriate reserves are made
       in accordance with the Liquidating Trust Agreement.

                      The Liquidating Trust

Mr. Parker clarifies that the Liquidating Trust will be
established for the benefit of Allowed Class 3 and Class 4
Claimholders, other than the BBN Bonds Claimholders, who will
receive beneficial interests.

A. Cash Claims Reserve

On the Effective Date, the Liquidating Trust will establish, in a
segregated, interest-bearing account, a separate Cash Claims
Reserve from the Class B Subtrust pursuant to the Liquidating
Trust Agreement.  This reserve will be used for payment of
Disputed Cash Claims and Unpaid Administrative Expenses.

B. Collection Expenses Reserve

The Collection Expenses Reserve will be replenished from
Collection Cash, provided that the Liquidating Trust Oversight
Committee may from time to time increase or reduce the level to
which the Collection Expenses Reserve must be replenished as
provided in the Liquidating Trust Agreement.

C. Operating Expenses Reserve

On the Effective Date, the Liquidating Trust will establish, and
maintain, in a segregated, interest bearing account, a separate
Operating Expenses Reserve from Cash in the Class B Subtrust
pursuant to the Liquidating Trust Agreement.  The Liquidating
Trust Oversight Committee, as provided in the Liquidating Trust
Agreement, will determine the size of the reserve.  The reserve
will be used to pay costs and expenses relating to the care and
maintenance of the Liquidating Trust, including, but not limited
to (1) fees of Liquidating Trustee, (2) expenses of the members
of the Liquidating Trust Oversight Committee, (3) indemnification
obligations, and (4) tax obligations, but in all cases excluding
Collection Expenses.

               Reports by the Liquidating Trustee &
                 Closing of the Chapter 11 Cases

The Liquidating Trustee will file all required reports with the
Office of the U.S. Trustee through the closing of the Chapter 11
Cases, and will be authorized to seek closing of the Chapter 11
Cases.

                       Amendment and Waiver

The Liquidating Trust Oversight Committee may amend the
provisions of the Liquidating Trust Agreement as and to the
extent provided in the Liquidating Trust Agreement.

                           Termination

Finally, the Liquidating Trust will terminate on the earlier of
(a) 30 days after the final distribution of the Liquidating Trust
Estate, or (b) the fifth anniversary of the Effective Date.
Multiple fixed extensions of the term of the Liquidating Trust
may be obtained, however, upon approval of the Bankruptcy Court
in accordance with the terms set forth in the Liquidating Trust
Agreement.

Mr. Parker adds that the Disbursing Agent will also serve with
reasonable bond after the Effective Date.

A free copy of the Debtors' Second Amended Plan is available at:

          http://bankrupt.com/misc/SecondAmendedPlan.pdf

A free copy of the Debtors' Second Amended Disclosure Statement
is available at:

  http://bankrupt.com/misc/SecondAmendedDisclosureStatement.pdf
(Genuity Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


GEOTHERMAL INC: Taps Locus Tech. for Facility Closure Project
-------------------------------------------------------------
Locus Technologies (Locus), a leader in environmental consulting
and construction services, has been awarded a contract to provide
design-build services for closure of the Geothermal, Inc.,
Facility Closure Project. The contract will be performed over a
three-year period.

The GI Facility is an inactive disposal facility located near
Middletown, Lake County, Calif. The facility includes seven
surface impoundments and two disposal trenches that accepted
liquid and solid waste from the geothermal energy exploration and
production fields. The non-hazardous waste is a mixture of
geothermal well drilling fluids and other geothermal power plant
wastes. The three-year facility closure will consist of completing
the final engineering design and necessary closure documents,
obtaining necessary permits, and performing closure construction
activities. The waste will be solidified and capped with a low-
permeability engineered closure cover system consisting of a
geomembrane barrier layer, geocomposite drainage layer, and clean
vegetated soil cover. Pond liquids will be treated using reverse-
osmosis and thin-film solar evaporation technologies. In addition,
phytoremediation will be used to lower groundwater to achieve the
required separation from the waste. Disposal trenches will be
excavated, solidified, and consolidated into the closure cells.
When implemented, closure will assure the long-term protection of
human health and environment.

GI's owners and operators abandoned the site in 1986 and filed for
bankruptcy before posting their required closure bond.
Consequently, 17 companies that disposed of material at GI are
financing the closure. A Site Management Committee with top
environmental staff from five of the companies has been planning
the closure. Under the contract, Locus will provide turnkey
professional consulting, engineering, and construction services
for remedial construction.

"We are very pleased to be selected by the GI Site Management
Committee to close the GI site. This further demonstrates Locus's
ability to provide turnkey consulting and construction services to
our clients on complex, multidisciplinary soil and groundwater
sites. We will be working closely with the Cooperating Entities,
other specialty consultants, regulators, and the public to
implement the remedy and restore the site," said Dr. Neno
Duplancic, president and CEO of Locus Technologies.

Locus Technologies specializes in providing comprehensive
consulting, design, information management, automation, and
construction services for the remediation of contaminated sites.
For more information, visit its Web site at
http://www.locustec.com


GIANT INDUSTRIES: Donald Wilkinson Joins Board of Directors
-----------------------------------------------------------
Giant Industries Inc. (NYSE: GI) announced that Donald Wilkinson
has been elected to the company's board of directors.

Wilkinson, a native of Richmond, Va., is chairman of Wilkinson
O'Grady & Co. Inc., a global asset management firm in New York
City. Don is also a member of the board of visitors of the
Virginia Military Institute and is chairman of the board of
trustees for the Darden School of Business Management at the
University of Virginia.

Fred Holliger, Giant's chairman and chief executive officer,
stated, "We are pleased that Don Wilkinson has joined our board.
Don's perspective as an investor and his knowledge of global
business will bring additional insights and expertise to our
company. The fact that Don is a Virginia native and knowledgeable
about the marketing and business climate surrounding our Yorktown
refinery are additional benefits that I believe will contribute to
the continued growth of our company."

In addition to his board seat, Wilkinson will serve on the board's
audit committee.

Giant Industries Inc. (S&P, B+ Corporate Credit Rating, Negative),
headquartered in Scottsdale, Ariz., is a refiner and marketer of
petroleum products. Giant owns and operates one Virginia and two
New Mexico crude oil refineries; a crude oil gathering pipeline
system based in Farmington, N.M., which services the New Mexico
refineries; finished products distribution terminals in
Albuquerque, N.M., and Flagstaff, Ariz.; a fleet of crude oil and
finished product truck transports; and a chain of retail service
station/convenience stores in New Mexico, Colorado and Arizona.
Giant is also the parent company of Phoenix Fuel Co. Inc., an
Arizona wholesale petroleum products distributor. For more
information, visit Giant's Web site at http://www.giant.com


IMAGEMAX INC: Sr. Lenders Extend Forbearance Pact to October 31
---------------------------------------------------------------
ImageMax, Inc. (OTCBB:IMAG) has amended its Forbearance Agreement
with its senior lenders, Commerce Bank, NA and FirsTrust Bank,
extending the forbearance period until October 31, 2003.

The amendment is necessary as the Company is in default of certain
financial covenants as of September 30, 2003 under its senior
credit facility. Pursuant to the amendment, the senior lenders
agreed to continue to forbear from exercising their rights under
the senior credit facility with respect to the Default through
October 31, 2003, upon the satisfaction of certain conditions set
forth in the amendment. As the forbearance period will expire on
October 31, 2003 pursuant to the terms of the amendment, the
Company will need to negotiate another amendment to extend the
forbearance period and have access to its credit facilities for
the balance of the 2003 fiscal year.

Additionally, the Company expects to receive a waiver from its
subordinated debt holders with respect to the default, which has
occurred, as a consequence of the Default, under the Company's
agreements with its subordinated debt holders.

As previously disclosed, as of June 30, 2003 the Company was in an
over-advance position of $886,000 under its revolving credit line.
The Company expects that its financial results as of September 30,
2003 will reflect that this over-advance position was
substantially reduced or eliminated as of such date.


IMPATH INC: Miller Buckfire Provides Investment Banking Services
----------------------------------------------------------------
Impath, Inc., and its debtor-affiliates sought and obtained
approval from the U.S. Bankruptcy Court for the Southern District
of New York to employ and retain Miller Buckfire Lewis Ying & Co.,
LLC to provide investment banking services to the Debtors in these
chapter 11 cases.

The Debtors have retained Miller Buckfire to assist them with
respect to a possible Sale of IMPATH, Inc., including IPS and
IMPATH Predictive Oncology, and excluding IMPATH Information
Services, Tamtron Corporation, and Medical Registry Services, Inc.  
The Debtors selected Miller Buckfire as their investment bankers
because of the firm's extensive experience and expertise,
particularly in connection with the health care industry and with
debtors under chapter 11 of the Bankruptcy Code.

In this retention, Miller Buckfire will:

     a) familiarize itself with the business operations,
        properties, financial condition and prospects of the
        Debtors;

     b) provide financial advice and assistance to the Debtors
        in connection with a sale of their IPS and IPO
        businesses, identify potential acquirors, and contact
        such potential acquirors;

     c) assist the Debtors in preparing and/or revising
        materials to be used in soliciting potential acquirors;

     d) assist the Debtors and/or participate in negotiations
        with potential acquirors; and

     e) participate in hearings before the Court with respect to
        matters in which Miller Buckfire has provided advice.

As compensation, David Y. Ying, a Managing Director of Miller
Buckfire, discloses that the firm will receive:

     i) Financial Advisory Fee of $250,000 credited against any
        Sale Transaction Fee(s) or Alternative Transaction Fee,

    ii) Additional Financial Advisory Fee of $100,000 on the
        120th day after the execution of the Engagement Letter
        if a sale has not been consummated on that date,  

   iii) Sale Transaction Fee contingent upon the consummation of
        a Sale:

        a) 1.75% of the Aggregate Consideration up to
           $100,000,000, plus

        b) 1.50% of the Aggregate Consideration, if any, between
           $100,000,001 and $200,000,000, plus

        c) 0.75% of the Aggregate Consideration, in excess of
           $200,000,001, and

    iv) Alternative Transaction Fee of $1,250,000 contingent
        upon the consummation of a Qualifying Reorganization,

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.


INN OF THE MOUNTAIN: Proposed $185 Mill. Senior Note Rated at B
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to the
Inn of the Mountain Gods Resort and Casino's proposed $185 million
senior note offering due 2010.

IMG is an unincorporated enterprise of the Mescalaro Apache Tribe.
These securities are being issued pursuant to Rule 144A of the
Securities Act of 1933. Proceeds from the proposed note issue will
be used to help fund construction of the enterprise's expansion
project, to repay existing indebtedness, and for fees and expenses
associated with the transaction. In addition, a 'B' corporate
credit rating was assigned to the enterprise. These ratings are
subject to review of final documentation and legal opinions.

The outlook is stable.

"The ratings reflect the enterprise's narrow business focus
operating a single gaming facility, construction risks associated
with the planned expansion, weak proforma credit measures, risks
operating a resort facility once the expansion is complete, and
outstanding compact issues with the state," said Standard & Poor's
credit analyst Peggy Hwan. These factors are somewhat offset by
the current limited direct competitive situation in its
surrounding market, and the potential for EBITDA growth post-
construction.
     
Mescalero, New Mexico-based IMG is being created to operate the
casino and resort operations for the Mescalero Apache Tribe. The
tribe is contributing its current and future gaming operations, in
addition to its ski resort operations, into IMG. The tribe is one
of several federally recognized Native American tribes in New
Mexico, but the only one in the southern part of the state. The
tribe entered into its 10-year gaming compact with the State of
New Mexico in 1997. However, as a result of disagreements with New
Mexico regarding the revenue sharing provisions, the tribe entered
into the compact under protect and initiated arbitration in an
attempt to resolve the dispute. The arbitration is ongoing and
while the Tribe has made no revenue sharing payments to date, they
have been reserving an amount equal to the full amount of payments
that would have been paid under the 1997 compact. Once a
resolution is reached, the tribe is entitled to sign a new
compact, which will extend the term until 2015. While the ultimate
timing as to a resolution is uncertain, it is Standard & Poor's
expectation that a satisfactory resolution will be reached that
will not disrupt the operations at the enterprise's gaming
operations.


KINGSWAY FINANCIAL: Appoints Two New VP's for Risk Management
-------------------------------------------------------------
William G. Star, President & Chief Executive Officer of Kingsway
Financial Services Inc. (TSX:KFS, NYSE:KFS) announce the
appointments of Shelly Gobin to Vice President and Treasurer and
Simon Argent to the position of Vice-President, Risk Management
of Kingsway Financial Services Inc.

Ms. Gobin joined Kingsway Financial 6 years ago and has 15 years
experience in the insurance industry. Since joining Kingsway she
has had responsibility in the areas of financial reporting, cash
management and investor relations. Mr. Argent joined Kingsway as
Assistant Vice President in early 2002 and has over 15 years of
insurance experience in the areas of reinsurance and risk
management. In Mr. Argent's new role, he will be primarily
responsible for all areas of risk management which include
reinsurance, compliance and internal audit.

"I am pleased to announce the promotions of both Shelly and Simon
to the level of Vice President", said Bill Star, President and
Chief Executive Officer. "They have become very valuable members
of our executive team and I am particularly pleased to recognize
this with their well-deserved promotions."

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.


KMART CORP: Cancels 151,738 Share Options for CEO Julian Day
------------------------------------------------------------
To correct a miscalculation, Kmart Holding Corporation cancelled
Chief Executive Officer Julian Day's options to buy 151,738
shares -- about 9% of the option grant he received on May 6,
2003.  According to Bloomberg, Kmart previously awarded Mr. Day
with options to buy 1,700,000 common shares.  Kmart recently
found out that it had fewer shares outstanding than initially
believed.  The cancellation of the stock options cost Mr. Day
about $2,040,000 in paper profits based on a $26.80 share price,
Bloomberg News reports. (Kmart Bankruptcy News, Issue No. 63;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


LAND O'LAKES: S&P Hatchets Ratings to Lower-B and Junk Levels
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Land O'Lakes Inc. to 'B' from 'BB-'. Also, the senior
secured debt rating is lowered to 'B+' from 'BB' and the senior
unsecured debt rating is lowered to 'B-' from 'B+'.

In addition, Standard & Poor's lowered the preferred stock rating
on Land O'Lakes Capital Trust I (guaranteed by Land O'Lakes Inc.)
to 'CCC' from 'B-'. The preferred stock rating remains three
notches below the corporate credit rating on Land O'Lakes,
reflecting the preferred stock's deep subordination.
     
All the ratings are removed from CreditWatch, where they were
placed on Nov. 27, 2002. The outlook is negative. Total rated debt
(including the preferred stock) on Arden Hills, Minn.-based Land
O'Lakes is about $1.2 billion.

"The downgrade reflects the decline in Land O'Lakes' operating
performance and Standard & Poor's expectation that performance
will not improve to prior levels in the near term. The company has
been negatively affected by the cyclical downturn in many areas of
the cooperative's agricultural-based businesses, weakness in
certain segments of its dairy operations because of heightened
competition, and soft feed volumes due to the weak agricultural
markets," said Standard & Poor's credit analyst Jayne M. Ross.
While Land O'Lakes is taking steps to rationalize production and
increase productivity at its own facilities, industry conditions
remain challenging and there will be continued pressure on
margins.

The ratings on Land O'Lakes reflect an aggressive financial
profile, the inherent cyclical nature and seasonality of many of
the cooperative's agricultural-based businesses, moderate
discretionary cash flow, and a sizable debt amortization schedule.
These factors are somewhat mitigated by the firm's diverse product
line, geographic coverage, and strong consumer brand franchise.

Land O'Lakes is a national, farmer-owned dairy and agricultural
marketing and supply cooperative. The dairy segment produces and
markets products under the strong Land O'Lakes and Alpine Lace
brands as well as under regional brands. Agricultural products
consist of seed, animal feed, and an extensive line of
agricultural supplies and services to farmers and local
cooperatives.

The ratings further reflect Land O'Lakes' acquisition of Purina
Mills, which is now part of Land O'Lakes Farmland Feed LLC. The
firm has the leading market position in the fragmented, but
consolidating, U.S. animal feed industry as well as a strong
portfolio of national (Land O'Lakes and Purina Mills brands),
regional, and local brands, and greater geographic diversity.
However, 2003 performance has been much lower than what Standard &
Poor's expected, reflecting volume declines because of softness in
several of the livestock markets and to a lesser extent the
seasonality of the business.


LENNOX INT'L: Will Publish Third-Quarter Results on October 21
--------------------------------------------------------------
Lennox International Inc. (NYSE: LII) plans to report third
quarter 2003 earnings after the market closes on Tuesday,
October 21, 2003.  A conference call will be held on Wednesday,
October 22 at 9:30 a.m. (CDT).  All interested parties are invited
to listen as Bob Schjerven, CEO and Rick Smith, CFO comment on the
company's operating results.

To listen, please call the conference call line at 612-326-1011
ten minutes prior to the scheduled start time and use reservation
number 701264. The number of connections for this call is limited
to 200.

This conference call will be broadcast live on the Internet and
can be accessed at
http://www.firstcallevents.com/service/ajwz390236203gf12.html  

A link to the broadcast can also be found on the company's web
site at http://www.lennoxinternational.com

If you are unable to participate in this conference call, a replay
will be available from 1:00 p.m. (CDT) October 22 through October
29, 2003 by dialing 800-475-6701, access code 701264.  This call
will also be archived on the company's web site.

A Fortune 500 company operating in over 100 countries, Lennox
International Inc. (S&P, BB- Corporate Credit Rating, Stable) is a
global leader in the heating, ventilation, air conditioning, and
refrigeration markets.  Lennox International stock is traded on
the New York Stock Exchange under the symbol "LII".  Additional
information is available at http://www.lennoxinternational.com


LIFESTREAM TECH.: Liquidity Issues Raise Going Concern Doubt
------------------------------------------------------------
Lifestream Technologies Inc. markets a proprietary over-the-
counter, total cholesterol monitoring device for at-home use by
both health-conscious and at-risk consumers. Its consumer device
enables an individual, through regular at-home monitoring of their
total cholesterol level, to continually assess their
susceptibility to developing cardiovascular disease, the single
largest cause of premature death and permanent disability among
adult men and women in the United States of America.

The Company has incurred substantial operating and net losses, as
well as negative operating cash flows, since inception. As a
result, the Company continued to have significant working capital
and stockholders' deficits at June 30, 2003. In recognition of
such, Lifestream Technologies' independent certified public
accountants have included an explanatory paragraph in their report
on the Company's consolidated financial statements for the fiscal
year ended June 30, 2003 that expresses substantial doubt as to
the Company's ability to continue as a going concern. The Company
has pursued, and continues to pursue, a number of initiatives
intended to ensure its ability to continue as a going concern. Its
significant initiatives, and related matters, are discussed below.

With respect to its financial condition, the Company completed the
following transactions during its fiscal 2003 fourth quarter that
significantly decreased its working capital deficiency at June 30,
2003 and should prospectively provide the Company with additional
cash flow flexibility and interest cost savings. First, effective
May 1, 2003, Lifestream Technologies successfully converted its
then expiring revolving credit facility with a financial
institution. Under the new agreement, its then outstanding balance
of $2,197,800, which had been accruing interest at a fixed rate of
18% per annum, was bifurcated into a $2,000,000 twenty-four month
term loan and a $197,800 advance loan, both with a fixed interest
rate of 15% per annum. The repayment terms of the term loan are
intended to provide the Company with additional monthly cash flow
should it be successful in growing its net sales and accounts
receivable. Second, in June 2003, the Company completed a private
placement of its common shares with accredited investors that
provided it with $3.5 million in net cash proceeds. These proceeds
have been subsequently utilized primarily to service seriously
overdue accounts payable with critical vendors, to procure
additional inventory in preparation for the upcoming holiday
selling season, from which the Company has experienced increased
demand in past years, and to provide it with a modest cash balance
from which to fund its near-term basic operating needs. As part of
this private placement, holders of $1.8 million of its then
outstanding convertible notes, which were becoming due in August
2003, converted such notes, and $0.5 million in accrued interest
thereon, into common shares.

At June 30, 2003, the Company had only 7,105,410 authorized common
shares remaining available for future issuance. Accordingly, it
currently is preparing a proposal for submission to its
shareholders wherein it will request an increase in its authorized
common shares from 100 million to 250 million. Should its
shareholders not approve the pending proposal, Lifestream
Technologies will be substantially limited to the future issuance
of interest-bearing debt instruments to obtain needed financing.

Since June 30, 2003, the Company has been actively pursuing
approximately $5.0 million in additional financing to fund its
long-term operating needs, including its initial conducting of
those long-delayed marketing activities it deems critical to
building broad public awareness of, and demand for, its current
consumer device. Although there can be no assurance of such,
management currently believes that this additional financing, if
obtained, and the sales increases expected to be realized from the
initial marketing activities it will fund, will be sufficient to
support the Company until that point in time at which management
forecast that the business will become self-sustaining from
internally generated cash flow.

Lifestream Technologies completed, on September 13, 2003, a
private placement of $3,350,000 in convertible notes to an
investment group, including certain of its existing institutional
shareholders, from which it received $3,067,000 in net cash
proceeds. The Company was required to immediately place $1,533,500
of the proceeds into escrow, the future release of such funds to
the Company is contingent upon the approval by a majority of its
shareholders of the proposed increase in its authorized common
shares, and the initiation of trading in its common shares on the
OTC-BB. Any failure by the Company to obtain the approval of its
shareholders for the requested increase in its authorized common
shares will constitute a default, and, as a result, the
noteholders may demand immediate repayment. All notes have a
stated 8.0% annual rate of interest, payable at the Company's
option in either cash or authorized and unissued shares of its
common stock, mature on September 10, 2006, and are convertible,
only if the Company has sufficient authorized and unissued common
shares, into shares of its common stock at a stated rate of $0.13
per share. Each noteholder received stock purchase warrants
enabling them to purchase shares of Company common stock at
$0.2144 per share over a subsequent two year period equal to 50%
of the common shares they would be entitled to receive upon their
immediate conversion of the note principal. Any related subsequent
issuances of Lifestream Technologies' common stock is limited to
any individual noteholder beneficially owning no more than 4.99%
of Company then outstanding common shares.

In connection with the immediately preceding private placement,
the Company is required to file a registration statement with the
United States Securities and Exchange Commission registering the
notes and warrants on or before October 27, 2003. Depending upon
the occurrence and duration of certain intervening events over
which the Company has little or no control, it may be required to
obtain the SEC's declaration of effectiveness for this
registration statement as early as January 11, 2004, to which
there can be no assurance. Any failure by Lifestream Technologies
to meet the mandated deadlines will constitute a default, and, as
a result, the holders may demand immediate repayment. Within the
context of any default, repayment is defined as being the greater
of (i) 130% of the aggregate outstanding principal balance and
accrued interest or (ii) a currently indeterminable amount based
upon the aggregate outstanding principal and accrued interest
adjusted upwards in accordance with a formula dependent upon any
increase in the market price of the Company's common stock
subsequent to September 13, 2003. An underlying agreement also
requires that the Company obtain the unanimous approval of the
noteholders prior to (i) selling any common shares or convertible
notes from September 13, 2003 until 120 days after the date on
which the SEC declares the registration statement effective or
(ii) selling any common shares or common share equivalents with
anti-dilution guarantees or declaring a reverse stock split during
the period in which any of these notes remain outstanding. The
agreement further stipulates that no note may be be prepaid
without the consent of the holder and that each noteholder has a
right of first refusal to participate in any new financing
transaction consented to through the 120 day period ending after
effectiveness of the registration statement. The Company will also
be prohibited under the Securities Act of 1933, as amended, from
conducting any other offering activities subsequent to filing the
registration statement with the SEC and through the date on which
either the SEC declares it effective or the Company withdraws it.

Lifestream Technologies is continuing, with the assistance of an
investment banking firm, to pursue the balance of the long-term
financing it requires, within the restrictions set forth
immediately above. However, its Board of Directors voted on
September 23, 2003 to withdraw its listing with the AMEX and to
obtain a listing with the Over-The-Counter Bulletin Board ("OTC-
BB"). The date on which its common shares will no longer trade on
the AMEX is currently unknown but it is anticipated to be within
days or weeks. The Company believes that it meets the requirements
for trading on the OTC-BB and is discussing quotation on the OTC-
BB with several potential Market Makers for sponsorship on the
OTC-BB upon its effective withdrawal from the AMEX. However, even
if the Company is traded on the OTC-BB, its common shares may be
more difficult to buy or sell, and, as a result, its common shares
may experience greater price volatility. In light of the
preceding, the Company's ability to raise the aggregate long-term
financing currently required to continue as a going concern may be
significantly impeded.

In light of the preceding restrictions, Lifestream Technologies
may be significantly impeded in its ability to retain long-term
financing it has recently procured or to obtain the balance of the
long-term financing it requires to continue as a going concern.
Absent its obtaining and retention of all the long-term financing
required, it is unlikely that the Company will be able to realize
its business plan and continue to operate.


LYONDELL CHEMICAL: Credit Suisse Agree to Buy 12 Million Shares
---------------------------------------------------------------
Lyondell Chemical Company (NYSE: LYO) announced that Credit Suisse
First Boston has agreed to purchase 12 million shares of its
common stock to be issued in an underwritten public offering.  

In order to retain its proportionate interest in Lyondell,
Occidental Petroleum Corporation has agreed to purchase 2.7
million of the shares from the underwriter at the same price paid
by the underwriter for the shares.  Without giving effect to this
purchase, Occidental owns, directly or indirectly, shares of
Lyondell's Series B common stock which represent approximately 22
percent of Lyondell's outstanding common stock.

Lyondell also has granted Credit Suisse First Boston, the sole
underwriter for the offering, an overallotment option for an
additional 1.8 million shares of its common stock, which may be
exercised for up to 30 days.

Lyondell expects to use the net proceeds from the offering to
enhance liquidity and for general corporate purposes.  The
offering is expected to close October 14, 2003.

Any offering shall be made only by means of a final prospectus.  
Investors may obtain a copy of the prospectus and prospectus
supplement relating to the offering when available from Credit
Suisse First Boston, Prospectus Department, One Madison Avenue,
New York, New York 10010.

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: SDNY Court Confirms Third Amended Reorg. Plan
--------------------------------------------------------------
Magellan Health Services, Inc. (OCBB:MGLH) announced that the U.S.
Bankruptcy Court for the Southern District of New York entered an
order confirming the Company's Third Amended Plan of
Reorganization, as modified.

The Company's Plan of Reorganization received overwhelming support
from the Company's unsecured creditors and, at its confirmation
hearing today, the Court ruled that Magellan had met all of the
statutory requirements necessary for confirmation of its Plan of
Reorganization. The Company expects to consummate the
reorganization during the fourth quarter.

Steven J. Shulman, chief executive officer of Magellan, said,
"This is a great day for Magellan. We appreciate the strong
support our creditors, lenders and new investors have demonstrated
for Magellan and our Plan of Reorganization. We also are grateful
for the loyalty of our customers, members, providers and other
vendors, and for the outstanding efforts of our employees in
ensuring that our business continued to operate smoothly
throughout our bankruptcy process. As a result of this enormous
and extremely successful effort, we are supremely confident of our
ability to achieve new goals. We are excited to focus our full
energies on our future as the 'new Magellan,' delivering
unparalleled service, strength and solutions to all of our
stakeholders."

Mark S. Demilio, chief financial officer, said, "Having reduced
Magellan's debt by approximately $600 million and attracted $150
million in new equity, Magellan will exit Chapter 11 with a
significantly strengthened capital structure that will enable the
Company to continue to enhance its market leadership position.
Further, we have the support of highly respected and sophisticated
investors and financial partners, such as Onex, who have
demonstrated their confidence in the Company and its prospects for
the future."

"In just seven months, the nation's largest behavioral managed
healthcare company has successfully addressed its financial
challenges and positioned itself strongly for the future," said
Robert Le Blanc, managing director of Onex. "Magellan has a strong
and profitable business model and an accomplished management team
and we are very pleased to be partnering with the Company to
realize its full potential in the future." As disclosed
previously, Onex Corporation will be making an equity investment
in reorganized Magellan as part of the Company's Plan of
Reorganization.

Consummation of the Company's reorganization is subject to certain
regulatory approvals, including those required under the Hart-
Scott-Rodino Act, and other customary conditions.

Headquartered in Columbia, Md., Magellan Health Services
(OCBB:MGLH), is the country's leading behavioral managed care
organization. Its customers include health plans, corporations and
government agencies.


MAJESTIC STAR CASINO: Tender Offer for 10-7/8% Notes Expires
------------------------------------------------------------
The Majestic Star Casino, LLC and The Majestic Star Capital Corp.
announced that the tender offer for its 10-7/8% Senior Secured
Notes due 2006 expired at 5:00 p.m., New York City time, on
Monday, October 6, 2003.  On August 26, 2003, the Issuer commenced
a cash tender offer and consent solicitation relating to the
Notes.

There were no additional tenders of Notes following the consent
solicitation that expired at 5:00 p.m., New York City time, on
Thursday, September 25, 2003.  As previously announced, as of 5:00
p.m., New York City time, on Thursday, September 25, 2003,
$74,639,000 of the aggregate outstanding principal amount of Notes
had been tendered in the offer to purchase and consent
solicitation related to the Notes, which amounts to approximately
57.4% of the outstanding principal amount of the Notes.

As of September 25, 2003, the Issuer entered into a supplemental
indenture relating to the Notes that effectuates the proposed
amendments described in the Offer to Purchase and Consent
Solicitation Statement, dated August 26, 2003, as amended.  The
proposed amendments became effective, and the holders of all of
the Notes outstanding became bound thereby when the Issuers
accepted the Notes for payment pursuant to the terms of the  
Statement.

The Issuers also has called for redemption all of its Notes that
remain outstanding immediately after the Expiration Date.  The
$55,361,000 aggregate principal amount of the Notes outstanding
immediately after the Expiration Date will be redeemed by the
Issuers on November 6, 2003 at a price of 105.438% of the
aggregate principal amount, plus accrued and unpaid interest up
to, but not including the Redemption Date.  Payment will be funded
with a portion of the proceeds obtained from the Company's
issuance of $260 million principal amount of 9-1/2% Senior Secured
Notes and a new $80.0 million senior credit facility. Notes are to
be presented to The Bank of New York, as Trustee, in accordance
with the instructions set forth in the Notice of Redemption, dated
October 7, 2003, that is being sent to all remaining holders of
outstanding Notes.

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

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


MAJESTIC STAR CASINO: Tender Offer for 11.653% Sr. Notes Expires
----------------------------------------------------------------
Majestic Investor Holdings, LLC and Majestic Investor Capital
Corp., announced that the tender offer for its 11.653% Senior
Secured Notes due 2007 expired at 5:00 p.m., New York City time,
on Monday, October 6, 2003.  

On August 26, 2003, the Issuer commenced a cash tender offer and
consent solicitation relating to the Notes.

There were no additional tenders of Notes following the consent
solicitation that expired at 5:00 p.m., New York City time, on
Thursday, September 25, 2003.  As previously announced, as of 5:00
p.m., New York City time, on Thursday, September 25, 2003,
$135,477,000 of the aggregate outstanding principal amount of
Notes had been tendered in the offer to purchase and consent
solicitation related to the Notes, which amounts to approximately
89.3% of the outstanding principal amount of the Notes.

As of September 25, 2003, the Issuer entered into a supplemental
indenture relating to the Notes that effectuates the proposed
amendments described in the Offer to Purchase and Consent
Solicitation Statement, dated August 26, 2003, as amended.  The
proposed amendments became effective, and the holders of all of
the Notes outstanding became bound thereby when the Issuers
accepted the Notes for payment pursuant to the terms of the
Statement.

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

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


MERCER INT'L: Agrees to Sell $82.5MM of Conv. Senior Sub. Notes
---------------------------------------------------------------
Mercer International Inc. (Nasdaq: MERCS, TSX:MRI.U, Nasdaq-
Europe: MERC GR) has entered into a purchase agreement for the
sale of $82.5 million in principal amount of convertible senior
subordinated notes due October 2010 reflecting an increase in the
size of the offering from $75 million.

The notes will accrue interest at a rate of 8.5% per annum and be
convertible into the Company's shares of beneficial interest at a
conversion price of $7.75 per share. The notes will be offered
only to qualified institutional buyers in reliance on Rule 144A
and to certain buyers outside the United States in reliance on
Regulation S under the Securities Act of 1933, as amended. Upon
completion, the net proceeds of the offering will be used to repay
in full the Company's indebtedness under two bridge loan
facilities in the aggregate principal amount of EUR45 million and
for working capital and other general corporate purposes. The
issue of the notes is scheduled to close on October 10, 2003. The
Company received shareholder approval for the issuance of its
shares of beneficial interest upon the conversion of the notes
pursuant to NASD rules at its shareholders' meeting held on
October 3, 2003.

As reported in Troubled Company Reporter's July 9, 2003 edition,
Mercer International Inc., announced hedge fund Greenlight Capital
Inc.'s disingenuous campaign to have its hand-picked agents take
over control of part of the Company's Board of Trustees at this
critical time.

The Company also said that it was going through the most critical
point of its evolvement. It is in the middle of a EUR1 billion
construction project to build a new pulp mill at Stendal and needs
to refinance two bridge loans which, with accrued interest and
fees, total approximately EUR54.4 million as at May 31, 2003 and
mature commencing October 2003.

"As a result of Greenlight's actions, which appear to be
deliberately designed to derail or delay the Refinancing, the
Board has been forced to put it on hold. In the event the Company
does not complete the Refinancing, it will be in default under the
bridge loans. This could well trigger default on other debt
obligations. Greenlight has not disclosed any plan or its
alternative regarding the Company's short-term requirements to
complete the Refinancing," the Company said.


MIRANT CORP: US Trustee Amends Creditors' Committee Membership
--------------------------------------------------------------
George F. McElreath, the Assistant United States Trustee for
Region VI, informs Judge Lynn that Dresdner Bank AG resigned from
the Official Committee of Mirant Unsecured Creditors.  The Mirant
Unsecured Creditors' Committee is now composed of:

       John Dorans
       Citibank, N.A.
       250 West Street, 8th Floor
       New York, NY 10013
       Telephone (212) 723-3104
       Fax (212) 723-3899
       john.dorans@citigroup.com

       Lori Ann Curnyn
       Hypovereins Bank
       150 East 42nd Street
       New York, NY 10017-4679
       Telephone (212) 672-5935
       Fax (212) 672-5908
       loriann_curnyn@hvbcrediTadvisors.com

       Mike McKenney
       Bank of America
       101 South Tryon Street
       Charlotte, NC 28255
       Telephone (704) 388-5920
       Fax (704) 386-1759
       michael.j.mckenney@bankofamerica.com

       Jill Akre
       Wachovia Securities
       1339 Chestnut Street
       The Widener Bldg., 4th Floor, PA4810
       Philadelphia, PA 19107
       Telephone (267) 321-6663
       Fax (267) 321-6903
       jill.akre@wacovia.com

       Mark B. Cohen, Co-Chair
       Deutsche Bank AG
       60 Wall Street
       New York, NY 10019
       Telephone (212) 250-6038
       Fax (212) 797-5695
       mark.b.cohen@db.com

       Deborah G. Gravinese
       TD Securities (USA) Inc.
       31 West 52nd Street, 18th Floor
       New York, NY 10019-6101
       Telephone (212) 827-7777
       Fax (212) 827-7244
       deborah.gravinese@tdsecurities.com

       Ronald Goldstein, Co-Chair
       Appaloosa Management LP
       26 Main Street, 1st Floor
       Chatham, NJ 07928
       Telephone (973) 701-7000
       Fax (973) 701-7055
       R.Goldstein@amlp.com

       Sabina Bhatia
       Creedon Keller & Partners, Inc.
       123 Second Street, Suite 120
       Sausalito, CA 94965
       Telephone (415) 332-0111
       Fax (415) 332-7811

       Steven Gidumal
       Trilogy Capital, LLC
       780 Third Avenue, 16th Floor
       New York, NY 10017
       Telephone (212) 758-6200
       Fax (212) 317-9260

       Russ Paladino
       HSBC Bank USA
       452 Fifth Avenue
       New York, NY 10018
       Telephone (212) 525-1324
       Fax (212) 525-1366
       russ.paladino@us.hsbc.com
(Mirant Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


NEBRASKA BOOK: Planned $160MM Sr. Secured Bank Loan Rated at B+
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
Nebraska Book Co. Inc.'s planned $160 million senior secured bank
loan.

The bank loan comprises a $110 million term loan and a $50 million
revolving credit facility. The bank loan rating is at the same
level as the corporate credit rating on the company. Based on
Standard & Poor's simulated default scenario, the enterprise value
would provide a likelihood of substantial recovery of principal
for the lenders. Proceeds of the bank loan will be used to
refinance existing debt and fund an $86 million share repurchase
from existing shareholders.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on the company and its parent, NBC Acquisition Corp.
The outlook is stable.

"Although the transaction increases Nebraska Book's leverage, we
expect it will be gradually offset by the company's growing
profitability, and EBITDA coverage of interest should remain
adequate for the rating," said Standard & Poor's credit analyst
Robert Lichtenstein. "Moreover, the company has built sufficient
flexibility in its balance sheet to accommodate additional debt."

Nebraska Book maintains a leading position, along with Follett
Campus Resources and MBS Textbook Exchange, among used college
textbook wholesalers, with about a 30% market share for each. In
addition, given the expectations of growing college enrollment and
an increasing share of used textbooks in total textbook sales,
prospects for the sector are favorable. However, the company's
lack of scale and business diversification leaves Nebraska Book
vulnerable to changes in the market environment.
     
The refinancing improves Nebraska Book's financial flexibility by
extending the company's maturities and reducing amortization
payments. The credit facility and term loan mature June 30, 2007,
but could be extended upon the refinancing of the $110 million
senior subordinated notes due in 2008, and the senior discount
notes mature in 2009. Standard & Poor's expects that operating
cash flow will be the company's primary source to service its debt
and fund its capital expenditures.


NRG ENERGY: Seeks Removal Period Extension Until April 8, 2004
--------------------------------------------------------------
Paul M. Nussbaum, Esq., at Whiteford, Taylor & Preston, in  
Baltimore, Maryland, relates that Section 1452 of the Judiciary
Procedures Code provides for the removal of civil actions related
to bankruptcy cases that are pending before the Petition Date.  
Specifically, Section 1452 provides that:

     "(a) A party may remove any claim or cause of action in
   a civil action other than a proceeding before the Unites
   States Tax Court or a civil action by a governmental unit
   to enforce such governmental unit's police or regulatory
   power, to the district court for the district where such
   civil action is pending, if such district court has
   jurisdiction of such claim or cause of action under,
   Section 1334 of [Title 28].

      (b) The court to which such claim or cause of action is
   removed may remand such claim or cause of action on any
   equitable ground.  An order entered under this subsection
   remanding a claim or cause of action, or a decision not to
   remand, is not reviewable by appeal or otherwise. . . ."

Rule 9027(a) of the Federal Rules of Bankruptcy Procedure imposes
time restrictions on the NRG Energy Debtors' ability to remove
civil actions:

   -- With respect to pending prepetition claims or causes of
      action in a civil action, a notice of removal may be filed
      only within the longest of:

      (a) 90 days after the Petition Date;

      (b) 30 days after an order terminating a stay is entered,
          if the claim or cause of action in a civil action has
          been stayed under Section 362 of the Bankruptcy Code;
          or

      (c) 30 days after a trustee qualifies in a Chapter 11
          reorganization case but not later than 180 days after
          the order for relief; and

   -- With respect to pending postpetition claims or causes of
      action asserted in another court, a notice of removal may
      be filed with the clerk only within the shorter of:

      (a) 30 days after the receipt of a copy of the initial
          pleading; or

      (b) 30 days after the receipt of the summons if the initial
          pleading has been filed with the court but not served
          with the summons.

Bankruptcy Rule 9006(b) provides that the Court can extend the
time periods imposed by Bankruptcy Rule 9027(a):

      "[W]hen an act is required or allowed to be done at
      or within a specified period . . . the court for cause
      shown may at any time in its discretion . . . with or
      without motion or notice order the period enlarged
      if the request is made before the expiration of the
      period originally prescribed or as extended by a
      previous order. . . ."

Since the Petition Date, Mr. Nussbaum relates that the NEG
Debtors and their personnel and professionals have been working
diligently to administer their Chapter 11 case and to address a
vast number of administrative and business issues.  At the same
time, the NEG Debtors have been striving to profitably operate
their business operations to maximize the value of their estates.  
As a result, the NEG Debtors have not been able to fully
investigate the existence of any pending actions or completely
evaluate the merits of removing any of the actions.  

Accordingly, the NEG Debtors ask the Court to extend the deadline
to file notices of removal of civil actions through and including
April 8, 2004.

Mr. Nussbaum explains that additional time is needed to determine
the number of actions pending against the NEG Debtors.  The
extension will also allow sufficient review of the actions to
determine which actions the NEG Debtors should seek to remove
from state to federal court.

Mr. Nussbaum assures Judge Mannes that the extension will not
unfairly prejudice other parties.  The extension is without
prejudice to any litigant's right to later seek to shorten the
time for removal if they believe their individual situation so
merits. (NRG Energy Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


ON SEMICONDUCTOR: Look for Third-Quarter Results on October 29
--------------------------------------------------------------
ON Semiconductor Corp. (Nasdaq: ONNN) plans to announce its
financial results for the third quarter ending Oct. 3, 2003 after
the market closes on Wednesday, Oct. 29.

The company will host a conference call at 5 p.m. Eastern time
(EST) following the release of its financial results. Investors
and interested parties can access the conference call in the
following manner:

-- Through a webcast of the conference call via the Investors
   section of the company's Web site at http://www.onsemi.com The  
   rebroadcast of the call will be available at this site
   approximately one hour following the live broadcast and will
   continue for 30 days.

-- Through a telephone call by dialing 712-257-2272. To access the
   conference, callers must use the pass code "ON Semiconductor"
   when prompted by the call-in service. The company will provide
   a dial-in replay approximately one hour following the live
   broadcast that will continue through Nov. 6. The dial-in replay
   number is 402-220-5316.

ON Semiconductor -- whose July 4, 2003 balance sheet shows a total
shareholders' equity deficit of about $750 million -- offers an
extensive portfolio of power- and data-management semiconductors
and standard semiconductor components that address the design
needs of today's sophisticated electronic products, appliances and
automobiles. For more information, visit ON Semiconductor's Web
site at http://www.onsemi.com


ONENAME: Section 341(a) Creditors' Meeting to Convene on Nov. 4
---------------------------------------------------------------
The United States Trustee will convene a meeting of OneName
Corporation's creditors on November 4, 2003, 1:30 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 Seattle, Washington, OneName Corporation,
formerly known as Intermind Corporation, has invented a patented
means to provide persistent internet identity, i.e., the ability
for any resource on the internet to maintain an ongoing identity
that can cross different companies, websites, and other domains.  
The Company filed for chapter 11 protection on September 30, 2003
(Bankr. W.D. Wash. Case No. 03-22581).  Lawrence R. Ream, Esq.,
and Richard G Birinyi, Esq., represent the Debtor in its
restructuring efforts.  As of September 29, 2003, the Debtors
listed $9,783,337 in total assets and $4,457,580 in total debts.


PARAGON STEAKHOUSE: Inks LOI to Sell Certain Assets to Proquest
---------------------------------------------------------------
Proquest Capital Corporation, a Nevada corporation (Pink
Sheets:PROQ), has signed a letter of intent with Paragon
Steakhouse Partners, Inc., a debtor-in-possession, to acquire
certain assets of 10 Paragon Steakhouse locations, including
leasehold interests, liquor licenses and all improvements and FF&E
in the restaurants, located in Michigan, Indiana, Ohio and
California.

Proquest will purchase Paragon out of bankruptcy court in a
$650,000 cash deal and will operate the Paragon Steakhouse units
under the existing Paragon name for an agreed upon period of time.

Consummation of the acquisition will occur only after execution of
a purchase agreement, which has not yet been executed but is being
prepared.

The Paragon Steakhouses specialize in complete steak and prime rib
meals, and also offer fresh fish and other lunch and dinner
dishes. The average dinner check is approximately $26, including
alcoholic beverages. Proquest's management believes that Paragon's
emphasis on quality service and the limited menu of its
restaurants, with its concentration on high-quality USDA choice-
graded steaks and prime rib, distinguishes the Steakhouse
restaurants from competitors. The Paragon Steakhouses average
approximately $1.8 mil. each in annual revenues.

Proquest Chairman and CEO William E. Curtis stated that, "These
high-quality Paragon Steakhouse units will at current revenue
levels add approximately $18 mil. in annual revenues to Proquest.
Based on our long experience with turnaround projects, we know
that we can substantially improve the revenue stream of these
properties and bring them to profitability by the injection of new
capital, bringing in fresh management and controlling overhead.
These established units are prime destination restaurants, and we
are buying them right. These are exactly the kinds of properties
we are looking to buy."

Proquest President Thomas VanAlstine added that, "In addition to
the 10 operating units that are being purchased, another 4 closed
locations are also available, which we will pursue as well. These
additional units could be ramped up and opened comparatively
cheaply, since the decor and equipment are already in place.
Starting in 2005, we are planning to open two or three new Paragon
Steakhouses each year. These premium units will add a necessary
counterweight to our fast food operations and give us new stream
of predictable revenue."

Proquest operates 44 Hot 'N Now fast food restaurants in Michigan,
Wisconsin and Indiana, of which 23 are company owned and 21 are
franchised. System-wide 2002 gross sales for the units were
approximately $25 million annually. The rapidly growing Hot 'N Now
Business currently has over 450 employees, all of which either
work for the corporate office or at the operations of the
corporate-owned locations. In addition, the franchise locations
employ over 300 additional personnel. Each location has
approximately 15 employees, including three Managers-in-training
and one salaried General Manager.

Proquest is launching an aggressive effort to acquire other
restaurant assets that are synergistic with the Hot 'N Now
Business. Any such acquisition may be structured as a merger,
stock exchange or cash purchase. Proquest will favor companies
with strong operating revenues that lend themselves to the
establishment of a franchise program or similar means of rapid
establishment of a distribution network. Proquest's management has
substantial experience in the turnaround of distressed restaurant
and food properties and will be looking for sound assets that can
be bought cheaply and quickly overhauled to profitability.


PEABODY ENERGY: Will Publish Third-Quarter Results on October 16
----------------------------------------------------------------
On Thursday, October 16, 2003, Peabody Energy (NYSE: BTU) will
announce the results for the third quarter ended September 30,
2003.  A conference call to review the results has been scheduled
for 10 a.m. CDT on Thursday, October 16.  The call will be open to
the public.

Participants may dial the following phone numbers:

        U.S. & Canada    (888) 428-4474
        International    (651) 291-0344

The call, replays and other investor data will also be available
through the internet at http://www.PeabodyEnergy.com

Peabody Energy (NYSE: BTU) (Fitch, BB+ Credit Facility and BB
Senior Unsecured Debt Ratings, Positive Outlook) is the world's
largest private-sector coal company, with 2002 sales of 198
million tons of coal and $2.7 billion in revenues.  Its coal
products fuel more than 9 percent of all U.S. electricity
generation and more than 2 percent of worldwide electricity
generation.


PILLOWTEX CORP: Wins Approval to Sell All Assets to GGST, LLC
-------------------------------------------------------------
Pillowtex Corporation announced that the Bankruptcy Court approved
GGST, LLC's bid of $128.0 million for substantially all of
Pillowtex's remaining assets, including plants, equipment and
brands.

Pillowtex will work with GGST to complete the transaction as soon
as possible and anticipates a closing date within the next 30
days.

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.

GGST, LLC is a company formed by SB Capital Group, Gibbs
International, Gordon Brothers Retail Partners and Tiger Capital
Group. Inquiries regarding the disposition of assets may be
directed to Steve Luquire and John Deem at Luquire, George,
Andrews, Inc. (704) 552 - 6565. Group 3 Design, a leading brand
management firm, has been retained to manage the branded licensing
activities of the acquired brands. Inquiries regarding the brands
may be directed to mgleason@groupthreedesign.com.


PILLOWTEX CORP: Wants Lease Decision Time Extended Until Dec. 29
----------------------------------------------------------------
On the Petition Date, the Pillowtex Debtors were parties to
numerous leases of non-residential real property.  The Debtors
have begun the process of reviewing and analyzing certain of their
unexpired non-residential real property leases.  However, the
Debtors will not and cannot complete that process within the 60
days time allotted to them under Section 365 of the Bankruptcy
Code.  

Donna L. Harris, Esq., at Morris, Nichols, Arsht & Tunnel, in
Wilmington, Delaware, explains that the Debtors have not had an
adequate opportunity to determine whether to assume or reject the
Leases because they do not have sufficient information available
with which to make informed business judgments regarding the
Leases.  The information-gathering process has been complicated
by the on-going Sale process, which has required the attention of
many of the Debtors' key employees.  In addition, the outcome of
the Auction, which will not be fully determined until after the
Sale Hearing, will be a key factor in the decision-making
process.

Under Section 365(d)(4) of the Bankruptcy Code, "a debtor, as
lessee, must assume or reject an unexpired lease of
nonresidential real property within 60 days of the order for
relief, or within an additional time as the court, for cause,
fixes."

Accordingly, the Debtors ask the Court to extend through and
including December 29, 2003, the lease decision period for all
non-residential real property leases to which they are a party.  

Ms. Harris contends that if the lease decision period is not
extended, the Debtors will be compelled either to:

   -- assume large, long-term liabilities, creating substantial
      administrative expense claims prematurely, or

   -- forfeit the Leases prematurely, thus impairing their
      ability to operate and to potentially consummate one or
      more sales or other dispositions of their assets and
      business.  

Moreover, an improvident assumption or rejection could greatly
impair the value of the Debtors' businesses to a potential
acquirer, potentially inhibiting the bidding process.  The
extension requested would enable the Debtors to consider
thoroughly each of the Leases in the appropriate context, and to
make the informed business judgments required of a debtor-in-
possession.  Ms. Harris assures the Court that none of the
lessors under the Leases will suffer unfair prejudice if the
Period for Assumption or Rejection is extended by an additional
90 days.

The Debtors understand their obligation under Section 365(d)(3)
to make postpetition payments until the Leases are assumed or
rejected, and generally the Debtors have been making these
payments.

The Court will convene a hearing on November 7, 2003 to consider
the Debtors' request.  By application of Del.Bankr.LR 9006-2, the
Lease Decision Period is automatically extended through the
conclusion of that hearing. (Pillowtex Bankruptcy News, Issue No.
52; Bankruptcy Creditors' Service, Inc., 609/392-0900)    


QUANTUM CORP: S&P Concerned about Lower-Than-Expected Revenues
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook for Quantum
Corp., to negative from stable following Quantum's announcement
that it expects to post lower revenues than it had previously
forecast for the quarter ended Sept. 28, 2003.

At the same time, Standard & Poor's affirmed its 'BB-' corporate
credit and 'B' subordinated debt ratings.

Milpitas, Calif.-based Quantum is a leading designer and
manufacturer of tape-based storage drives and systems as well as
tape media.
     
The outlook revision follows the announcement by the company on
Oct. 6, 2003, that it expects to report that revenues for the
September quarter were $190 million-$200 million, below previous
guidance of flat-to slightly-up from June 2003 quarter's revenues
of $202 million. The lowered guidance is attributable to continued
pricing weakness for media products. Quantum is expected to
announce detailed results for the September 2003 quarter later in
October.
     
"We are concerned that the media business will not recover quickly
enough to historical levels of revenue generation and
profitability, potentially undermining an important source of cash
flow for Quantum," said Standard & Poor's credit analyst Joshua
Davis. "We continue to believe that the Quantum's tape drive
business will likely improve as IT spending recovers. However,
uncertainty as to the near-term prospects of the media business is
affecting the company's ability to perform at levels consistent
with the rating level."


RCN CORPORATION: Hires Merrill Lynch for Financial Advice
---------------------------------------------------------
RCN Corporation (Nasdaq: RCNC) has retained Merrill Lynch as a
financial advisor to review its financial alternatives and capital
structure and to explore possible capital raising opportunities.

As previously announced, on August 18, 2003 RCN repurchased $75
million in principal amount of its publicly held senior notes for
a price of $28 million pursuant to a cash tender offer for such
notes.

As part of its ongoing efforts to improve its capital structure
and reduce the amount of its debt, RCN has begun preliminary
discussions with certain holders of its publicly held senior notes
and the holders of its preferred stock concerning a possible
repurchase, exchange or retirement of the securities held by such
holders. Such discussions are in the very preliminary stages and
RCN can not predict at this time the results of the foregoing
efforts.

RCN has appointed Mr. Doug Bradbury, who had been acting as a
consultant to RCN, as an executive vice president to lead such
discussions on behalf of RCN. Mr. Bradbury recently retired as
vice chairman, and was previously chief financial officer, of
Level 3 Communications.

RCN Corporation (Nasdaq: RCNC) -- whose June 30, 2003 balance
sheet shows a total shareholders' equity deficit of about $2.4
billion -- is the nation's first and largest facilities-based
competitive provider of bundled phone, cable and high-speed
Internet services delivered over its own fiber-optic local network
to consumers in the most densely populated markets in the U.S.
RCN has more than one million customer connections and provides
service in the Boston, New York, Philadelphia/Lehigh Valley,
Chicago, San Francisco, Los Angeles and Washington, D.C.
metropolitan markets.


RELIANCE GROUP: Delays Filing of Financial Reports on Form 10-Q
---------------------------------------------------------------
Paul W. Zeller, President and CEO of Reliance Group Holdings,
discloses to the Securities and Exchange Commission that due to
significant changes in RGH's operational (underwriting, claims),
corporate (systems, actuarial, financial) and organizational
structure and staffing, which occurred within the last half of
2000 and early 2001 as a result of its decision to discontinue
its ongoing insurance business and commence run-off operations,
its accountants, Deloitte & Touche LLP, have been unable to
complete the work necessary to complete their audit of the
consolidated financial statements as of December 31, 2000,
December 31, 2001 or December 31, 2002.  

Until Deloitte's audit is completed, Mr. Zeller says, it will not
be possible to prepare a Form 10-Q for the quarter ended June 30,
2003. (Reliance Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., 609/392-0900)     


REPUBLIC ENGINEERED: Wants Additional Time to File Schedules
------------------------------------------------------------
Republic Engineered Products Holdings, LLC and its debtor-
affiliates ask for 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 tell the U.S. Bankruptcy Court for the
Northern District of Ohio that they need until December 5, 2003 to
file these financial disclosure documents.  

The Debtors submit that the size, scope and complexity of their
cases and the volume of materials that must be compiled and
reviewed by the Debtors' limited staff to complete the Schedules
and Statements during the early weeks of these cases provide ample
"cause" justifying the extension.

Moreover, the Debtors must ascertain the pertinent information,
including addresses and claim amount, for each of these parties to
complete the Schedules and Statement.  Given the urgency with
which the Debtors sought chapter 11 relief and the critical
matters that the Debtors' staff must address in the early weeks of
these cases, they will not be in a position to complete the
Schedules and Statements by the date required by Bankruptcy Rule
1007.  Completing the Schedules, the Debtors point out, will
require the collection, review, and assembly of large quantities
of complex information.   

Headquartered in Fairlawn, Ohio, the Debtors are leading suppliers
of special bar quality (SBQ) steel, a highly engineered product
used in axles, drive trains, suspensions and other critical
components of automobiles, off-highway vehicles and industrial
equipment. The Company filed for chapter 11 protection on October
6, 2003 (Bankr. N.D. Ohio Case No. 03-55118).  Shawn M Riley,
Esq., at McDonald, Hopkins, Burke & Haber Co LPA and Martin J.
Bienenstock, Esq., at Weil, Gotshal & Manges LLP represent the
Debtors in their restructuring efforts.  As of June 30, 2003, the
Debtors listed $481,000,000 total assets and $467,939,000 total
debts.


SHOLODGE INC: Commences Tender Offer for $10MM of Sr. Sub. Notes
----------------------------------------------------------------
ShoLodge, Inc. (Nasdaq: LODG), has commenced a cash tender to
purchase up to $10 million aggregate principal amount of its
outstanding Senior Subordinated Notes, Series A, A-1, B and B-1.

The tender began on October 6, 2003, and will expire at 5:00 P.M.
Eastern Time, on October 31, 2003, unless extended or earlier
terminated. Tendered notes may be withdrawn at any time prior to
the expiration date.

ShoLodge is offering to purchase the notes for a cash price of
$850 per $1,000 principal amount. If the amount tendered exceeds
$10 million principal amount, ShoLodge will accept the tendered
notes on a prorated basis. Notes tendered but not purchased will
be returned to tendering holders.

The terms and conditions of the tender appear in ShoLodge's
Purchase Offer Statement, dated October 3, 2003, and the related
Letter of Transmittal. Copies of these and other related documents
will be mailed to all record holders of the notes. The tender is
not conditioned on a minimum amount of notes being tendered. The
consummation of the tender for the notes is subject to certain
other conditions described in the Purchase Offer Statement.
Subject to applicable law, ShoLodge may, in its sole discretion,
waive any condition applicable to the tender and may extend,
terminate, or otherwise amend the tender.

Deustche Bank Trust Company Americas is the depositary for this
offer. Holders of the notes should read the Purchase Offer
Statement, Letter of Transmittal and related documents because
they contain important information about the tender. Copies of the
Purchase Offer Statement, Letter of Transmittal and related
documents may be obtained at no charge from ShoLodge at 130 Maple
Drive, North, Hendersonville, Tennessee 37075.  Additional
information concerning the terms of the tender, including all
questions relating to the mechanics of the tender, may be obtained
by contacting ShoLodge at (615) 264-8000.

ShoLodge (S&P, CCC Corporate Credit Rating) is primarily an owner,
franchisor, and operator of Shoney's Inns. The Shoney's Inn brand
consists of around 70 hotels operating in the limited service,
economy price segment. ShoLodge also constructs lodging facilities
for third parties and offers reservation system services to third
parties. At the end of 2001, ShoLodge's owned hotel portfolio,
consisting of 14 hotels in eight states.


SLATER STEEL: Seeking Court Nod to Idle Fort Wayne Facility
-----------------------------------------------------------
Slater Steel Inc., has made significant progress towards
developing a business plan for the restructuring or going concern
sale of its Hamilton Specialty Bar, Atlas Stainless Steels, Sorel
Forge and, possibly, Slater Lemont divisions.

The Company said that its ability to implement the business plan
will be contingent on a number of factors, including achieving
significant labour savings at Hamilton Specialty Bar and Atlas
Stainless Steels by October 31, 2003, the reduction of other
targeted expenses, and finalization of arrangements with potential
investors and/or buyers.

The business plan does not presently include Slater's operations
at Fort Wayne Specialty Alloys or Atlas Specialty Steels, which
comprise the Company's stainless steel bar business. The
investigation by RBC Capital Markets, the Company's financial
advisor, of strategic alternatives available to Slater has not, to
date, identified purchasers or investors that would enable the
continued operation of this business on terms economic to Slater.

As Slater does not have sufficient liquidity to support the
magnitude of losses that its stainless bar operations continue to
experience, it is expected that Slater Steels Corporation, a
Slater U.S. subsidiary, will seek U.S. Bankruptcy Court approval
to idle the entire Fort Wayne Specialty Alloys' facility in Fort
Wayne, Indiana by no later than the first quarter of 2004. The
idling of this facility, which, in addition to U.S. Bankruptcy
Court approval, is subject to discussions with its unions, will
impact approximately 370 hourly and salaried positions. The
Company previously announced that it would downsize its stainless
steel bar business and that several operations at Fort Wayne would
be temporarily shutdown by year-end. In addition, the entire Atlas
Specialty Steels facility in Welland, Ontario is in the process of
being temporarily idled, affecting approximately 630 hourly and
salaried positions.

The Company said that, while it had not received acceptable
investment proposals for its stainless steel bar operations by the
formal deadline, it continues to have discussions with certain
parties. To facilitate an orderly start-up of the stainless steel
bar assets, any idling of the two facilities will be effected in
anticipation that there will not be a permanent shutdown.
Accordingly, the equipment and infrastructure will be protected to
facilitate the option of renewed operations in the future.

Slater confirmed that it is committed to working with customers to
implement an orderly transition as it exits from the stainless
steel bar business and that Fort Wayne Specialty Alloys will
endeavour to fulfill orders on its books.
    
The Company also announced that it has insufficient liquidity to
fund working capital at Slater Lemont. Consequently, 48 of the 65
employees at the facility will be laid off as of October 10, 2003.
The Company also said that it expected that Slater Lemont
Corporation would seek U.S. Bankruptcy Court approval to idle its
facility, pending a possible sale of such assets or its inclusion
in Slater's business plan.

The Company does not expect that shareholders will receive any
value through the implementation of the business plan.
    
Slater Steel is a mini mill producer of specialty steel products.
The Company's mini mills are located in Fort Wayne, Indiana,
Lemont, Illinois, Hamilton and Welland, Ontario and Sorel-Tracy,
Quebec.


SOLECTRON CORP: Dennis Wood Resigns from Board of Directors
-----------------------------------------------------------
Solectron Corporation (NYSE:SLR), a leading provider of
electronics manufacturing and supply chain services, said Dennis
Wood resigned as a director of the corporation effective Oct. 6 in
order to devote time to his personal business interests.

Mr. Wood joined Solectron's board in December 2001.  He is the
former chairman and chief executive officer of C-MAC Industries
Inc.

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


SOUTH STREET CBO: Ratings on Two Classes Fall to CC from CCC-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1LB, A-1, A-2L, and A-2 notes issued by South Street CBO
1999-1 Ltd., a high-yield arbitrage CBO transaction managed by
Colonial Advisory Services Inc. At the same time, the rating on
the class A-1LA notes is affirmed.
     
The lowered ratings on the notes reflect factors that have
negatively affected the credit enhancement available to support
the notes since the previous rating action on April 30, 2003.
These factors include par erosion of the collateral pool securing
the rated notes and deterioration in the credit quality of the
performing assets within the pool.
     
Standard & Poor's has reviewed current cash flow runs generated
for South Street CBO 1999-1 Ltd. to determine the level of future
defaults the rated notes can withstand under various stressed
default timing and interest rate scenarios while still paying all
of the interest and principal due on the notes. After comparing
the results of these cash flow runs with the projected default
performance of the performing assets in the collateral pool,
Standard & Poor's determined that the ratings assigned to the A-
1LB, A-1, A-2L, and A-2 notes were no longer consistent with the
credit enhancement available, resulting in the lowered ratings.
Standard & Poor's will continue to monitor the future performance
of the transaction to ensure that the ratings assigned to all of
the notes remain consistent with the credit enhancement available.
   
        RATINGS LOWERED AND REMOVED FROM CREDITWATCH NEGATIVE
   
                    South Street CBO 1999-1 Ltd.
   
                                   Rating
                             To              From
               Class A-1LB   BBB-            BBB/Watch Neg
               Class A-1     BBB-            BBB/Watch Neg
               Class A-2L    CC              CCC-/Watch Neg
               Class A-2     CC              CCC-/Watch Neg
   
                           RATING AFFIRMED
   
                    South Street CBO 1999-1 Ltd.
   
                         Class     Rating
                         A-1LA     AAA
   
                       OTHER OUTSTANDING RATING
   
                    South Street CBO 1999-1 Ltd.
   
                         Class       Rating
                         A-3         CC


TCW LINC: Fitch Junks Three Classes of Subordinated Notes
---------------------------------------------------------
Fitch Ratings affirms one class of notes and downgrades three
classes of notes issued by TCW Leveraged Income Trust II, L.P.
(TCW LINC II).

The following rating actions are effective immediately:

     --$3,321,277 senior secured revolving credit facility
       affirmed at 'A';

     --$14,023,168 senior secured notes affirmed at 'A';

     --$100,000,000 senior subordinated secured notes downgraded
       to 'CCC' from 'B';

     --$30,000,000 subordinated secured notes downgraded to 'CC'
       from 'CCC';

     --$30,000,000 junior subordinated secured participating notes
       downgraded to 'C' from 'CC'.

TCW LINC II, a market value collateralized debt obligation that
closed on June 3, 1998, is managed by TCW Investment Management
Company. On Sept. 20, 2002, TCW LINC II was out of compliance with
its minimum net worth test. On Sept. 27, 2002, TCW LINC II failed
its junior subordinated overcollateralization test. TCW was unable
to cure the minimum net worth or OC tests in the relevant cure
periods, 30 days and 10 days, respectively, which resulted in an
event of default as per the TCW LINC II governing documents. The
issuer continues to be in a technical event of default today.
Since the initial junior subordinated OC test failure, the senior
subordinated and the subordinated OC tests have also failed and
continue to remain uncured today. Fitch initially downgraded the
senior subordinated, subordinated and junior subordinated notes
from their original ratings of 'BBB', 'BB' and 'B' to 'B', 'CCC'
and 'CC', respectively, on Nov. 22, 2002.

On Jan. 14, 2003, the majority of the controlling class voted to
forbear exercising their rights to accelerate or liquidate the
fund through Dec. 3, 2003. The forbearance agreement outlined the
fund's ability to sell assets, substitute collateral, pay
management fees and redeem senior debt. Under the forbearance
agreement, the issuer has made ongoing payments to redeem the
senior debt outstanding, paying down $217.7 million since the
forbearance agreement took effect in January 2003. The collateral
manager has made progress in liquidating the portfolio in order to
pay off the senior debt by the Dec. 3, 2003 forbearance agreement
deadline. The collateral manager expects they will be able to
achieve this deadline, although the remaining portfolio consists
primarily of illiquid mezzanine and special situation assets. As
of Sept. 12, 2003, the most recent valuation report available,
approximately 42% of the total market value of the fund consisted
of semi-liquid and illiquid investments. The illiquid nature of
the portfolio collateral will make it challenging for the issuer
to liquidate investments to redeem debt going forward.

As of Sept. 12, 2003, the senior OC ratio as measured by the
discounted collateral value of the assets over the senior debt was
approximately 393% relatively to a test level of 100%.
Furthermore, the senior debt was covered by the discounted
collateral value of the liquid assets by roughly 164%. Due to the
strong coverage levels of the senior debt, even when looking only
to the liquid assets, and the expected redemption of 100% of the
senior debt by Dec. 3, 2003, Fitch affirms the senior secured
revolving credit facility and senior secured notes.

The senior subordinated, subordinated and junior subordinated
notes, which are not receiving any current interest payments,
continue to fail their respective OC ratios. At the Sept. 12, 2003
valuation date, the senior subordinated, subordinated and junior
subordinated OC ratios were approximately 73%, 64% and 56%,
respectively, relative to test levels of 100% each. Furthermore,
the notes were not entirely protected by the market value of the
portfolio assets, which only covered 96%, 76% and 64% of the
principal value of the senior subordinated, subordinated and
junior subordinated notes, respectively. (Both evaluations
included the blocked interest in the principal balance of the
notes). The downgrade of the senior subordinated, subordinated and
junior subordinated notes addresses the degree of the
undercollateralization of the fund's principal obligation, as well
as the illiquid nature of the portfolio assets.

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


TECO ENERGY: Cuts Workforce As Part of 2nd Restructuring Phase
--------------------------------------------------------------
TECO Energy (NYSE: TE) today announced staffing reductions made as
a part of the restructuring initiative announced on September 2.

The company is reducing its workforce by approximately 160
positions company-wide, including at TECO Power Services, TECO
Energy corporate, Peoples Gas System, TECO Solutions and Tampa
Electric.

According to Chairman and CEO Robert D. Fagan, these changes
reflect the company's refocus on its utility operations and, as a
result, the consolidation of certain functions among business
units. "This is the second phase of the reorganization we
announced last month. These changes will result in a more
streamlined and efficient operation," said Fagan.

All affected employees will receive a comprehensive separation
package based on years of service. They will receive first
consideration for any openings within the company through the end
of the year, as well as career transition services. Costs
associated with the restructuring initiatives announced today will
be reflected in TECO Energy's fourth quarter results.

The staffing reductions are in addition to recent changes made at
Peoples Gas and TECO Transport. Peoples Gas consolidated its four
regions within the state to three, reducing the company's
workforce by 28 positions. And, last week, TECO Bulk Terminal in
Davant, Louisiana reduced its workforce by approximately 50
positions.

"While decisions affecting employees are difficult for everyone
involved, we believe what we are announcing today is necessary for
our company to grow stronger," said Fagan.

TECO Energy (NYSE: TE) is a diversified, energy-related holding
company based in Tampa. Principal subsidiaries include Tampa
Electric, Peoples Gas System, 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.


TENFOLD CORPORATION: Resolves Dispute with Dallas Landlord
----------------------------------------------------------
TenFold(R) Corporation (OTC Bulletin Board: TENF), provider of the
EnterpriseTenFold(TM) platform for building and implementing
enterprise applications, has completed an agreement with it's
Dallas landlord that resolve all issues between the parties.

Over the last two years, as part of a comprehensive operational
and financial turnaround, TenFold has restructured leases and
other property commitments, reducing its long-term obligations by
approximately $51 million.

"We have continued to warn in our public filings of the
possibility, although unlikely, of financial risks or lawsuits
associated with the few remaining, unresolved liabilities
associated with our interim business model," said Dr. Nancy
Harvey, TenFold's President and CEO.  "Although this is a
relatively minor matter, we are delighted to have it resolved and
to have one fewer distraction as we focus attention on meeting our
customer commitments and selling our recently announced premier
product, EnterpriseTenFold."

"We are very pleased to have this dispute with our Dallas landlord
out of the way," said Samer Diab, TenFold's Vice President,
Operations.  "Our focus is on services delivery and customer
support and on bringing the Speed, Quality and Power of
EnterpriseTenFold to our customers."

TenFold (OTC Bulletin Board: TENF) -- whose June 30, 2003 balance
sheet shows a total shareholders' equity deficit of about $12
million -- licenses its breakthrough, patented technology for
applications development, the Universal Application platform, to
organizations that face the daunting task of replacing legacy
applications or building new applications systems.  Unlike
traditional approaches, where business and technology requirements
create difficult IT bottlenecks, Universal Application technology
lets a small, primarily non-technical, business team design,
build, deploy, maintain, and upgrade new or replacement
applications with extraordinary speed and limited demand on scarce
IT resources.  For more information, visit http://www.10fold.com


TERAYON COMMS: Files SEC Form S-3 Shelf Registration Statement
--------------------------------------------------------------
Terayon Communication Systems, Inc. (Nasdaq: TERN), a leading
provider of broadband solutions, filed a Form S-3 shelf
registration statement with the Securities and Exchange
Commission.

The shelf registration statement, when effective, will allow
Terayon to offer, from time to time, common stock, preferred
stock, debt securities and/or warrants, with an aggregate public
offering price up to $125 million.

The Company believes the shelf registration statement will afford
it additional flexibility in accessing capital markets. The
pricing and terms of any offering will be established at the time
of such offering. The Company currently plans to use the net
proceeds from any offering for general corporate purposes.

A copy of the preliminary prospectus, and, when available, a copy
of the definitive prospectus and any prospectus supplements may be
obtained by directing a request to:  Terayon Communication
Systems, Inc., 4988 Great America Parkway, Santa Clara, California
95054, Attention:  Investor Relations.

Terayon Communication Systems, Inc. (S&P, B- Corporate Credit and
CCC Subordinated Debt Ratings, Negative) provides innovative
broadband systems and solutions for the delivery of advanced,
carrier-class voice, data and video services that are deployed by
the world's leading cable television operators. Terayon,
headquartered in Santa Clara, California, has sales and support
offices worldwide, and is traded on the NASDAQ under the symbol
TERN. Terayon is on the Web at http://www.terayon.com


THINKING TOOLS: Druker Rahl Expresses Going Concern Uncertainty
---------------------------------------------------------------
By letter dated September 11, 2003, Mercadien P.C. (formerly
Druker, Rahl & Fein) notified Thinking Tools, Inc. that the
client-auditor relationship between the Company and Mercadien P.C.
had ceased.

The most recent annual financial statements of the Company are for
the year ended December 31, 2000, and were audited by Druker, Rahl
& Fein. The report of Druker, Rahl & Fein regarding the Company's
financial statements as of, and for, the year ended December 31,
2000 contained a statement that the financial statements "were
prepared assuming that the Company will continue as a going
concern" and that "the Company's recurring losses raise
substantial doubt about its ability to continue as a going
concern."


UNITED AIRLINES: Reports 4.1% Drop in Revenue Passenger Miles
-------------------------------------------------------------
United Airlines (OTC Bulletin Board: UALAQ) reported its traffic
results for September 2003.  United reported a passenger load
factor of 74.9 percent, up 5.4 points over September 2002.  Total
scheduled revenue passenger miles declined in September 2003 by
4.1 percent on a capacity decrease of 11 percent vs. the same
period in 2002.  

In addition, United set a company record in September 2003 with
80.4% of its domestic and international flights departing exactly
on-time.

Pete McDonald, executive vice president-operations, said,
"Following a summer of record load factors, United is maintaining
a strong position for the Fall.  Our employees continue to deliver
outstanding operational performance, as indicated by our record
on-time departure performance in September."

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


UNITED AIRLINES: Michael Lewis Co. Seeks Stay Relief for Setoff
---------------------------------------------------------------
The Michael Lewis Company asks the Court to confirm its right to
recoup certain amounts it held against the United Airlines
Debtors' obligations.  

In the alternative, Michael Lewis Company asks the Court to lift
the automatic stay to effect its right to set-off.

Michael Lewis Company is a supplier of a diverse range of
products and goods to the airline industry, including assorted
snack, beverage and other supplies used in airline cabin service.  
Michael Lewis Company has continued its supplier arrangement with
United after the Petition Date and looks forward to United's
eventual emergence from Chapter 11 as a strong and viable
airline.

Kenneth J. Ottaviano, Esq., at Katten, Muchin, Zavis & Rosenman,
relates that on September 24, 2002, United and Michael Lewis
Company entered into a letter agreement wherein United agreed to
prepay Michael Lewis Company for the regular shipment of assorted
goods as part of their long running and ongoing business
relationship.

As of the Petition Date, Michael Lewis Company held $895,852
prepaid by United pursuant to the Agreement.  Michael Lewis
Company holds a significant prepetition claim against United's
bankruptcy estate for $143,009 for goods delivered prepetition.  
Michael Lewis Company wants to refund the balance of the deposit
to United upon confirmation of its right to recoup, or in the
alternative, set off the amount of its claim from the deposit.

According to Mr. Ottaviano, Michael Lewis Company may be entitled
to recoup interest and attorneys' fees.  However, Michael Lewis
Company doesn't intend to press for those additional amounts in
order to engender the continued good business relationship with
United.

                         Debtors Object

James H.M. Sprayregen, Esq., at Kirkland & Ellis, explains that
UAL does not object to the request to modify the automatic stay.  
However, UAL asks the Court to limit Michael Lewis Company's set-
off rights in accordance with Section 553 of the Bankruptcy Code
and direct Michael Lewis Company to remit excess amounts after
the set-off to the Debtors.

Mr. Sprayregen notes that, as of December 9, 2002, Michael Lewis
Company held $1,737,882 unapplied advance payments along with
$90,719 unpaid invoices.  Under Section 553, Michael Lewis
Company is entitled to perform a set-off only to the extent of
the unpaid invoice amount or $90,719.  After netting the amounts,
Michael Lewis Company owes the Debtors $1,647,164 and this amount
should be remitted immediately. (United Airlines Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


US AIRWAYS: Agrees to Allow CSFB Gen. Unsecured Claim for $22MM
---------------------------------------------------------------
On November 4, 2002, Credit Suisse First Boston, formerly known
as Credit Suisse, filed Claim No. 3023 asserting secured and
unsecured claims against the Reorganized US Airways Debtors
aggregating $1,673,117, plus unliquidated amounts, relating to two
aircraft bearing Tail Nos. N856US and N432US.

The security trustee for the aircraft, Wilmington Trust Company,
also filed Claim Nos. 4011, 3024 and 4077 that relate to or
include amounts relating to Tail Nos. N856US and N432US.  Claim
No. 4077 is duplicative of Claim No. 4011.  On January 24, 2003,
the Reorganized Debtors objected to these Claims.

In settlement of the dispute, the Debtors and Credit Suisse agree
to reduce and allow Claim No. 3023 as a general unsecured Class
USAI-7 Claim for $21,738,109.  All other general unsecured claims
by Credit Suisse relating to Tail Nos. N856US and N432US are
disallowed.

The parties also agree to withdraw Claim No. 3024.  Claim No.
4011 is partially withdrawn for $24,957,343, the amounts relating
to Tail Nos. N856US & N432US.  All other claims by Wilmington
relating to Tail Nos. N856US and N432US are disallowed. (US
Airways Bankruptcy News, Issue No. 38; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


US ONCOLOGY: S&P Keeps Watch over Pending Drug Legislation
----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating, its 'BB+' senior secured rating, and its 'B+'
subordinated debt rating on Houston, Texas-based cancer treatment
service provider U.S. Oncology Inc., on CreditWatch with negative
implications.

The action reflects U.S. Oncology's vulnerability to Medicare
prescription drug legislation currently being considered by
Congress.

Pharmaceutical sales currently represent about half of U.S.
Oncology's revenues, and Medicare and Medicaid payments account
for approximately 40% of the company's net patient revenues. Both
the House of Representatives and the Senate have passed separate
bills aimed at reducing the amount paid by the government for
cancer drugs. The House version would base Medicare reimbursement
on a percentage of average sales price, while the Senate version
proposes drug reimbursement based on 85% of the average wholesale
price.

In a separate development, the Centers for Medicare & Medicaid
Services is also expected to propose new rules aimed at reducing
drug costs under Medicare.
     
"The reduction in pharmaceutical reimbursement could be partially
offset by increased reimbursement rates for administrative costs,"
said Standard & Poor's credit analyst Jill Unferth. "In both the
House and Senate bills, practice expense payments would be
increased appropriately based on market surveys. However, given
U.S. Oncology's dependence on pharmaceutical sales and government
reimbursement, the current and anticipated proposals represent a
significant risk to the company."

The outcome of the CreditWatch listing will depend on the
resolution of the House and Senate bills and the anticipated CMS
proposal.


VIALINK CO.: Secures $600K in Loan Proceeds from Shareholders
-------------------------------------------------------------
The viaLink Company has received loan proceeds totaling $600,000
from certain existing stockholders. In exchange, the Company
executed promissory notes and issued warrants. For each increment
of $10,000 loaned to the Company warrants to purchase 50,000
shares were issued. The notes bear interest at an annual rate of
ten percent (10%) and mature upon the earlier of six months from
the issuance date or a triggering event as defined in the notes.
The warrants expire five (5) years from the date of issuance, and
the stock underlying the warrants is currently authorized but not
registered. The Company may obtain additional loan proceeds on the
same terms and conditions.

The viaLink Company (Nasdaq: VLNK) is the leading provider of data
synchronization and advanced e-commerce services to the retail
food industry. The viaLink Partner Package is a suite of services
that use synchronized data to give trading partners visibility
into product movement through the supply chain and enable
collaborative business processes.

In its Form 10-QSB filed for the quarter ended March 31, 2003,
viaLink reported:

"We provide subscription-based, business-to-business electronic
commerce services that enable food industry participants to more
efficiently manage their highly complex supply chain information.
Our services allow manufacturers, wholesalers, distributors, sales
agencies (such as food brokers) and retailers to communicate and
synchronize item, pricing and promotion information in a more
cost-effective and accessible way than has been possible using
traditional electronic and paper-based methods.

"Our strategy is to continue our investment in marketing and sales
activities, development of our viaLink services and customer
support services to facilitate our plan to penetrate the market
and build recurring revenues generated from subscriptions to our
viaLink services. Consequently, we resemble a development stage
company and will face many of the inherent risks and uncertainties
that development stage companies face. There can be no assurance,
however, that these efforts will be successful. Our failure to
successfully execute our strategy would have a material adverse
effect on our business, financial condition and results of
operations, including our viability as an enterprise. As a result
of the high level of expenditures for investment in technology
development, implementation, customer support services, and
selling and marketing expenses, we expect to incur losses in the
foreseeable future periods until such time, if ever, as the
recurring revenues from our viaLink services are sufficient to
cover the expenses.

"Our clients and customers range from small, rapidly growing
companies to large corporations in the consumer packaged goods and
retail industries and are geographically dispersed throughout the
United States.

"We reported a substantial loss from operations for the fiscal
years ended December 31, 2000, 2001 and 2002, and we expect to
incur losses for the fiscal year ending December 31, 2003. The
extent of these losses will depend primarily on the amount of
revenues generated from implementations of and subscriptions to
our viaLink services, which have not yet achieved significant
market acceptance or market penetration and the amount of expenses
incurred in generating these revenues. In order to achieve market
penetration and acceptance we expect to continue our expenditures
for development of our viaLink services. These expenses have
substantially exceeded our revenues.

"Our independent auditors have issued their Independent Auditors'
Report on the Company's consolidated financial statements for the
fiscal year ended December 31, 2002 with an explanatory paragraph
regarding the Company's ability to continue as a going concern. We
have generated net losses for the years ended December 31, 2000,
2001 and 2002 and have generated an accumulated deficit of $87.4
million as of March 31, 2003. We have incurred operating losses
and negative cash flow in the past and expect to incur operating
losses and negative cash flow during 2003. During 2001 and 2002 we
began to experience delays in signing small supplier customers
which were an important component of our expected implementation
revenues. We experienced these delays again in early 2003. The
signing of these suppliers is dependent upon the success of our
retailer customers' 'community development' activities. We
continue to pursue sales efforts with the small suppliers and
still believe that they will become subscribers to our services.
Due to these delays, we continue to focus our sales efforts on
leading customers, particularly retailers, each of which could
have a greater incremental effect on increasing subscription
revenues. An increase in the number of leading customers is
critical to generating positive cash flow from operations and
creating sales opportunities through 'community development'.

"The delay in generating revenues creates a need for us to obtain
additional capital in 2003 in order for us to execute our current
business plan successfully. The amount of capital will be
dependent upon (a) our services achieving market acceptance, (b)
the timing of additional customer signings, (c) our ability to
sustain current decreased levels of spending, and/or (d) the
amount of, if any, unanticipated expenditures. There can be no
assurance as to whether, when or the terms upon which any such
capital may be obtained. Any failure to obtain an adequate and
timely amount of additional capital on commercially reasonable
terms could have a material adverse effect on our business,
financial condition and results of operations, including our
ability to continue as a going concern."


WCI COMMUNITIES: Low-B Ratings Affirmed with Positive Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on WCI Communities Inc.

At the same time, ratings are affirmed on the company's existing
senior subordinated notes and credit revolver. Standard & Poor's
assigned its 'B' rating to the recently issued $125 million senior
subordinated notes due 2013. The outlook is revised to positive
from stable.

"The ratings are supported by WCI's shift toward broader,
offerings, including more lower-priced units, which should provide
better earnings stability. In addition, the company's ancillary
businesses, amenities, and real estate services also add diversity
to the income stream," said Standard & Poor's credit analyst
Jeanne Sarda.

The company has sufficient liquidity to meet its capital needs. It
continues to retain cash flow to fund its growth, rather than
paying out dividends to shareholders. Furthermore, WCI's luxury
tower business has regained some momentum after weakening in prior
quarters, and should be bolstered over the next few years by new
projects, which have already seen very strong demand (via
reservations) prior to construction. A one-notch upgrade would
likely result, should WCI meet its plan of achieving and
sustaining 3.0x to 3.5x debt service coverage, while pursuing any
expansion/acquisitions in a prudent manner.

Bonita Springs, Fla.-based WCI is a fully integrated homebuilding
company with more than 50 years experience in the development and
operation of leisure-oriented, master-planned communities.


WEBSTER FINANCIAL: Fitch Revises Outlook to Negative over Merger
----------------------------------------------------------------
Upon the announcement of the merger of Webster Financial
Corporation and FIRSTFED AMERICA BANCORP, INC., Fitch Ratings has
revised its Ratings Outlook to Negative from Stable for WBS and
its subsidiaries.

The revision in Outlook is based on the negative impact that the
deal will have on WBS' financial flexibility with respect to
capitalization and profitability. All ratings for the Waterbury,
CT based WBS and its subsidiaries are affirmed.

WBS announced an agreement to acquire the Swansea, MA based FAB,
with approximately $2.6 billion in assets. The combination will
expand WBS' geographic footprint into southeastern Massachusetts
and eastern Rhode Island and provide WBS with roughly $970 million
in lower cost core deposits (demand and savings). The acquisition
will be funded through a combination of stock and cash totaling
$460 million (16.4x's trailing twelve month earnings, 2.8x's
tangible book) and is expected to close during 1Q04. Tangible
equity is projected to decline to a relatively low 4.6% of
tangible assets at the time of the merger.

The Negative Rating Outlook reflects Fitch's concerns related to
the pressure placed on WBS' capital structure and additional debt
being added to the company's balance sheet, which together will
reduce the company's financial flexibility. Moreover, FAB's assets
are predominantly lower margin real estate based loans and
securities, which could negatively pressure WBS' margins (offset
somewhat by the planned sale of low yield assets)and earnings
generation for the intermediate term. Further, FAB's recent
earnings have been driven by its mortgage banking business,
inflated by strong re-finance activity.

Fitch continues to recognize WBS' ample financial condition and
performance. Moreover, WBS' ratings are supported by the company's
sound asset quality and solid levels of liquidity and core
funding. Although integration presents risks in any sizeable
acquisition, Fitch recognizes that WBS has built itself with
numerous bank and non-bank acquisitions and has developed a level
of proficiency in integrating the operations and personnel of
acquisitions. Fitch will continue to monitor WBS' financial
position as well as the integration progress.

Webster Financial Corporation

     --Short-term 'F2';
     --Long-term 'BBB';
     --Individual 'B/C';
     --Support '5';
     --Rating Outlook Negative.

Webster Bank

     --Short-term 'F2';
     --Short-term deposit 'F2';
     --Long-term 'BBB';
     --Sub Debt 'BBB-'
     --Long-term deposit 'BBB+';
     --Individual 'B/C';
     --Support '5';
     --Rating Outlook Negative.

Webster Capital Trust I-II

     --Preferred Stock 'BBB-'
     --Rating Outlook Negative
  
Webster Preferred Capital Corp

     --Preferred Stock 'BBB-'
     --Rating Outlook Negative


WEIRTON STEEL: Delivers Reorganization to West Virginia Court
-------------------------------------------------------------
Weirton Steel Corp. (OTC Bulletin Board: WRTLQ) filed its plan of
reorganization to emerge from bankruptcy as a stand-alone company
by Dec. 31.

The plan is subject to approval by the U.S. Bankruptcy Court for
the Northern District of West Virginia in Wheeling and a vote of
creditors including noteholders, the Independent Steelworkers
Union, Independent Guard Union, the Pension Benefit Guaranty Corp.
and other stakeholders.

The stand-alone plan calls for an independent Weirton Steel to
continue to operate its ironmaking, steelmaking and finishing
operations. The company expects to operate with a substantially
lower cost structure by addressing legacy and manpower issues as
wells as raw material costs.

"While [Tues]day's court filing is the first step in Weirton
Steel's emergence from bankruptcy, it demonstrates the company's
strength and determination to remain a viable supplier of quality
tin plate and other steel products," said D. Leonard Wise, Weirton
Steel chief executive officer.

Emergence financing guaranteed under the Emergency Steel Loan
Guarantee Program is central to the plan's success. The loan
guarantee board is expected to act on the company's application
later this month.

"Because of the time constraints for obtaining and closing a loan
through the ESLG Program, it was necessary to file the plan
without first negotiating its terms with our creditors. As such,
we expect the plan to be modified before it is presented to the
bankruptcy court for a final confirmation hearing in early
December," Wise noted.

Chicago-based Fleet Capital Corp. will provide $175 million in
emergence financing if the loan board approves the plan -- subject
to the satisfaction of conditions set forth in the plan. Under the
ESLG Program, the government will guarantee 85 to 95 percent of
the term loan.

Loan proceeds will be used to fund the costs to emerge from
bankruptcy, upgrade mill equipment and complete a new polymer tin
coating operation.

"The support of Weirton's ESLG Program application by our senior
lenders and, in particular, Fleet Capital has been nothing short
of extraordinary," said Mark E. Kaplan, Weirton Steel president
and chief financial officer.

"Timing is everything. We first must confirm a reorganization plan
prior to closing on the emergence financing. We believe the ESLG
Program provides us the best opportunity to finance our emergence
from bankruptcy and enable us to become more competitive. The
program ends Dec. 31," Kaplan explained.

The plan also states that it is possible that Weirton Steel's
assets could be sold to a strategic or financial investor. Wise
added, "The company continues to evaluate its options. Our
objective remains clear -- to maximize the value for our
stakeholders including our employees and customers."

Weirton Steel, with 3,500 employees, filed a voluntary petition
for bankruptcy protection on May 19. The company is the second
largest producer of tin mill products. Its other products include
hot-rolled, cold-rolled and galvanized steel sheet.


WILLIAM LYON HOMES: Third-Quarter 2003 Orders Climb 96%
-------------------------------------------------------
William Lyon Homes (NYSE:WLS) announced preliminary net new home
orders and backlog information for the three months ended
September 30, 2003 which were at the highest levels for any
quarter in the Company's history.

Net new home orders for the quarter ended September 30, 2003 were
a record 977, an increase of 96%, as compared to 499 for the
quarter ended September 30, 2002.

The Company's backlog of homes sold but not closed was a record
1,795 at September 30, 2003, an increase of 62%, as compared to
1,109 at September 30, 2002.

The Company's number of net new home orders per average sales
location increased to 21.7 for the three months ended
September 30, 2003 as compared to 16.1 for the three months ended
September 30, 2002.

The Company's cancellation rate for the three months ended
September 30, 2003 was 21% as compared to 22% for the three months
ended September 30, 2002.

William Lyon Homes (S&P, B Corporate Credit and CCC+ Senior
Unsecured Ratings, Stable Outlook) is primarily engaged in the
design, construction and sale of single family detached and
attached homes in California, Arizona and Nevada and at September
30, 2003 had 43 sales locations. The Company's corporate
headquarters are located in Newport Beach, California. For more
information about the Company and its new home developments, visit
the Company's Web site at http://www.lyonhomes.com  


WORLDCOM: Wants Approval to Settle Regional Consortium Claims
-------------------------------------------------------------
With the Court's permission, the Worldcom Debtors will enter into
a compromise agreement with these entities to settle more than
$576,000,000 in alleged claims:

     (i) the Regional Consortium, which is comprised of the New
         Jersey Turnpike Authority, for itself and as successor
         by merger to the New Jersey Highway Authority, the South
         Jersey Transportation Authority, the Delaware Department
         of Transportation, and the Port Authority of New York
         and New Jersey; and

    (ii) Travelers Casualty and Surety Company of America,
         Travelers Casualty and Surety Company as Administrator
         for Reliance Insurance Company.

Eric B. Miller, Esq., at Piper Rudnick LLP, in Baltimore,
Maryland, relates that in 1995, the Regional Consortium was
formed to develop and build an Electronic Toll Collection system
for New Jersey -- the New Jersey E-ZPass -- with the New Jersey
Turnpike Authority as the lead agency.  Through a merger
transaction, the Debtors acquired Metropolitan Fiber Systems
including its direct subsidiary MFS Network Technologies.  After
a competitive bidding process, MFS Network Technologies was
awarded the New Jersey E-ZPass project in 1997.  In March 1998,
MFS Network Technologies entered into a Prime Contract with the
Regional Consortium.

In connection with the award, MFS Network Technologies entered
into an indemnification agreement with Travelers for any losses
under the $200,000,000 in payment and performance bonds relating
to the New Jersey E-ZPass project.  The penal sum of those bonds
was later reduced to $120,000,000.  WorldCom, as MFS Network
Technologies' successor, remains liable as indemnitor on the
bonds.

According to Mr. Miller, several companies owned the Prime
Contract since its award.  After the Contract was awarded,
WorldCom sold MFS Network Technologies to Able Telcom Holding
Corporation and MFS Network Technologies changed its name to
Adesta Communications, Inc.  Later, Bracknell Corporation acquired
Adesta through a merger between its subsidiary, Bracknell
orporation (USA), Inc., and Able Telcom.

Before Adesta's bankruptcy filing, the Debtors negotiated with
Bracknell for the purchase of certain Adesta operating assets,
including the assignment of the Prime Contract.  After Adesta's
bankruptcy filing, the Debtors negotiated a definitive agreement
to acquire those Adesta operating assets, as well as Adesta's
rights in the Prime Contract.  On December 21, 2001, the Adesta
Bankruptcy Court approved the sale of the Prime Contract to the
Debtors.

Mr. Miller maintains that the approval of the sale of the Adesta
assets by the bankruptcy court bars all claims by the Regional
Consortium and any of its member agencies against the Debtors or
Adesta arising out of any default existing as of December 21,
2001.  The Regional Consortium, however, contested this assertion.  
The Debtors assumed day-to-day control over the Prime Contract on
January 2, 2002.

On July 2, 2002, the Regional Consortium terminated the Prime
Contract.  The Debtors asserted that the nature of the Regional
Consortium's termination bars all of its claims.  The Regional
Consortium contested the Debtors' assertion.

After the Debtors filed for bankruptcy, the Regional Consortium
and certain of its individual members filed proofs of claim
against the Debtors in connection with the New Jersey E-ZPass
project.  The Claims total more than $576,000,000.

The Debtors dispute the Claims.  The Debtors believe that the
Claims should be disallowed in their entirety due to:

   (1) the nature of the termination of the Contract; and

   (2) the release and waiver provisions contained in the Adesta
       Sale Order.

The Regional Consortium refutes the Debtors' arguments.

To avoid the uncertain outcome of what promises to be a
complicated, time-consuming and expensive litigation, the
Debtors, the Regional Consortium and Travelers stipulate and
agree that:

   (a) The Debtors will pay $10,414,575 to settle the Regional
       Consortium's Claims as well as release any potential
       claims against the Regional Consortium.  In exchange, the
       Regional Consortium will release all Claims against the
       Debtors and Travelers concerning the New Jersey E-ZPass
       project;

   (b) The Settlement Amount will be funded by:

       (1) a $4,000,000 wire payment to the Regional Consortium;

       (2) a $4,530,107 credit to the Regional Consortium
           representing the remaining amount of retainage for the
           project; and

       (3) a $1,884,468 credit to the Regional Consortium
           representing the accounts receivable due the Debtors;
           and

   (c) The payment of the Settlement Amount is subject to an
       order confirming the Debtors' Reorganization Plan becoming
       final and non-appealable.

In connection with the Settlement, the Debtors and Travelers have
entered into a stipulation resolving Travelers' objections to
confirmation of the Plan.  Travelers agrees to waive its right to
recover any payment under the Plan for the first $1,000,000 of
indemnity claims.

The Regional Consortium Settlement will fully and finally settle
and resolve all claims asserted or which could have been asserted
by and between the Debtors and the Regional Consortium concerning
the New Jersey E-ZPass project. (Worldcom Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc., 609/392-0900)   


YUM! BRANDS: Sept. 6 Working Capital Deficit Narrows to $600MM
--------------------------------------------------------------
Yum! Brands Inc., reported results for the third quarter ended
September 6, 2003.

Key highlights for the quarter were

-- 6% increase in traditional international restaurants in
   operation versus end of third quarter 2002.

-- 20% increase in international franchise and license fees versus
   third quarter 2002.

-- 18% increase in U.S. multibrand restaurants in operation versus
   end of third quarter 2002.

-- The company paid down debt of $137 million, invested capital of
   $145 million and repurchased shares, spending $39 million.

The company took a $6.8 million pretax special-items charge this
quarter for interest charges related to the previously announced
legal judgment against Taco Bell in Wrench v. Taco Bell Corp. The
company plans to appeal the original jury verdict, and if
unsuccessful on appeal, intends to seek reimbursement from
appropriate parties. Future interest charges will be accrued until
the appeal process is concluded.

At September 6, 2003, the Company's balance sheet shows that its
total current liabilities exceeded its total current assets by
about $600 million.

David C. Novak, Chairman and CEO, said: "Continued robust new
international restaurant growth, a strengthening in international
same-store sales versus our expectations and another solid
performance by Taco Bell contributed to 17 percent growth in EPS
before special items. Additionally, Pizza Hut had one of its best
quarters in same-store-sales growth since the first half of 2001.

"While both Pizza Hut and Taco Bell had positive sales
performances, continued weakness at KFC negatively impacted U.S.
blended same-store-sales results. We have made a major change in
the KFC brand's leadership by appointing a new president and a new
chief marketing and food innovation officer. We fully expect this
team to turn around KFC's business performance.

"Given our overall performance and the strength of the largest
businesses in our global portfolio, we are increasing our 2003 EPS
guidance to at least $2.03 before special items. We are confident,
looking ahead to 2004, of continuing to deliver our stated goal of
at least 10 percent growth in EPS. Our confidence is based on the
progress we are making towards executing our three key strategies:
international new-restaurant growth, U.S. multibrand innovation
and expansion, and differentiation of our core-brand portfolio by
dramatically improving U.S. restaurant operations. This
combination of strategies is unique to the restaurant industry and
makes us anything but an ordinary restaurant company."

In the third quarter for the company's international business,
continued expansion of our key international brands -- KFC and
Pizza Hut -- was the primary driver of revenue and operating-
profit growth. Same-store sales in company markets and the overall
system were down versus last year. Markets and businesses with
positive same-store sales included KFC Australia, the U.K., Pizza
Hut Korea, the Middle East and KFC South Africa. Markets and
businesses experiencing negative growth included China, Japan,
Mexico and Taiwan KFC. Restaurant margins were down in the third
quarter primarily due to sales deleverage in Mexico. The favorable
impact of foreign currency conversion added $6 million to
operating profit for the third quarter.

In the third quarter, U.S. blended same-store sales for franchise
(estimated) and company restaurants were both even with the same
period last year.

In the third quarter, U.S. restaurant margin was negatively
impacted by sales deleverage at KFC, higher commodity costs
(primarily cheese and beef) and higher occupancy costs.

Traditional system units decreased slightly primarily due to A&W
single-brand and Pizza Hut dine-in restaurant closures. The
company expects these modest restaurant declines will continue in
the near term for these two brands. A&W distribution is expected
to grow as the brand is paired with KFC and Long John Silver's in
a multibrand format. This expanded A&W distribution would be
reflected in KFC and Long John Silver's multibrand units. Taco
Bell and KFC restaurant counts were approximately even versus the
prior year.

Worldwide new-restaurant openings for the third quarter were
driven by growth in new international restaurants from our global
brands: KFC and Pizza Hut. Primary growth drivers were four key
international markets -- China, the U.K., Mexico and Korea -- with
94 new restaurant openings this quarter. Franchise and joint-
venture partners opened 70% of systemwide new international
restaurants year to date. Net traditional restaurant count
increased 31% in China, 12% in Mexico, 9% in the U.K., and 2% in
Korea versus the end of the third quarter 2002. In key franchise
markets year-over-year unit growth was 10% in Asia, 5% in the
Middle East, 4% in South Africa and 5% in Caribbean/Latin America.

In the third quarter, 108 multibrand restaurants were added in the
U.S., bringing the total to 234 U.S. multibrand additions year to
date. In the U.S., third-quarter company and franchise additions
were 65 and 43 respectively. Approximately 50% of the U.S.
multibrand additions are expected to be conversions of existing
single-brand restaurants, and 50% are expected to be new-
restaurant openings for full year 2003.

For the third quarter, favorable foreign currency conversion added
2 percentage points of franchise-fee growth. Excluding foreign
currency conversion, franchise fees increased 4%, primarily driven
by net new-restaurant development and increased international
royalty rates.

For third quarter and year to date, the company more than funded
capital spending with net cash provided by operating activities.
Additional cash was generated from employee stock-option proceeds
and sales of property, plant and equipment. As a result, the
company was able to reduce debt and repurchase stock as indicated
in the preceding table.

Subsequent to the end of the quarter, the company contributed $130
million in cash to the closed pension plan.

                    FOURTH-QUARTER 2003 OUTLOOK

The company is comfortable with the current consensus estimate of
$0.62 in reported EPS in the fourth quarter. At this time, the
company expects no net special-items EPS impact in the quarter.
This is an increase of $0.07, or 11%, compared to last year's
performance, prior to a gain of $0.01 from special items in 2002.

Projected factors contributing to the company's EPS expectations
are

-- International system-sales growth of +8% to +9% prior to
   foreign currency conversion, or +12% to +13% after conversion
   to U.S. dollars. Year-over-year net growth in international
   traditional restaurants of +5% to +6% will be the primary
   driver with slightly positive same-store-sales growth expected
   systemwide.

-- Based on current foreign currency rates, the company expects a
   benefit of $5 to $6 million from foreign currency conversion on
   operating profit for the fourth quarter. The Chinese renminbi,
   British pound sterling, Australian dollar, Korean won, Japanese
   yen, Canadian dollar, and Mexican peso are important currencies
   in the company's international business.

-- U.S. blended same-store-sales growth for company restaurants of
   approximately 1%.

-- Worldwide company restaurant margin is expected to be down
   approximately 1.5 percentage points from fourth quarter last
   year. International margin is expected to decline by
   approximately 1 percentage point.

-- General and administrative expenses flat versus last year in
   U.S. dollar terms.

-- Interest expense down approximately $9 million from last year.

-- Refranchising gains slightly higher than last year.

-- A targeted tax rate before special items of 29% to 31% versus
   30% last year.

                         ANNUAL OUTLOOK

The company expects earnings per share to grow at least 10% each
year with the continued execution of its three key strategies: (1)
international new-restaurant growth; (2) multibrand restaurant
innovation and expansion in the U.S.; and (3) dramatically
improving restaurant operations and differentiating our core-brand
portfolio.

For 2003, the company expects worldwide revenue growth of 7% to
8%, which includes 2 percentage points from the favorable impact
of the Long John Silver's and A&W acquisition, at least 2%
worldwide traditional system restaurant growth and U.S. company
blended same-store sales even with last year.

Yum! Brands, Inc. (S&P, BB+ Corporate Credit and Senior Unsecured
Debt Ratings, Negative), based in Louisville, Kentucky, is the
world's largest restaurant company in terms of system units with
approximately 33,000 restaurants in more than 100 countries and
territories. Four of the company's restaurant brands --KFC, Pizza
Hut, Taco Bell and Long John Silver's-- are the global leaders of
the chicken, pizza, Mexican-style food and quick-service seafood
categories respectively. Yum! Brands is the worldwide leader in
multibranding, which offers consumers more choice and convenience
at one restaurant location from a combination of KFC, Taco Bell,
Pizza Hut, A&W or Long John Silver's brands. The company and its
franchisees today operate over 2,000 multibrand restaurants.
Outside the United States in 2002, the Yum! Brands' system opened
about three new restaurants each day of the year, making it one of
the fastest growing retailers in the world. In 2002, the company
changed its name to Yum! Brands, Inc., from Tricon Global
Restaurants, Inc., to reflect its expanding portfolio of brands
and its ticker symbol on the New York Stock Exchange.


* Financo Expands Restructuring Practice with New Sr. Executives
----------------------------------------------------------------
Gilbert W. Harrison, the Chairman of Financo, Inc., announced that
the company named two new senior executives with extensive
restructuring expertise as part of the company's plans to expand
its restructuring practice. Financo will offer corporations a full
suite of restructuring services by combining its new restructuring
talent with its deep merchandising expertise in mergers and
acquisitions, strategic consulting and private equity.

Christopher J. Davino joins Financo as a Special Advisor.
Mr. Davino, who has 14 years of restructuring experience, was most
recently a managing director with the investment banking firm
Miller Buckfire Lewis Ying, LLC, the former restructuring group of
Wasserstein Perella & Co. and subsequently Dresdner Kleinwort
Wasserstein. Prior to joining Wasserstein Perella, Mr. Davino was
a consultant with Zolfo Cooper & Co., an internationally
recognized crisis management and turnaround-consulting firm. Mr.
Davino has played a key role in a number of recent restructurings
including Aurora Foods, Bruno's, Kmart, Grand Union, Telenet and
Pacific Crossing.

Michael A. O'Hara joins Financo as a Managing Director. Mr. O'Hara
has been the President of the Chapter 11 bankruptcy estates of
Casual Male Corp. and its affiliates since May 2002. Before that,
Mr. O'Hara served as First Senior Vice President of Corporate
Affairs and General Counsel for Casual Male and its predecessor,
J. Baker, Inc. He has also served as the head of the real estate
and legal departments of Brookstone, Inc., a national specialty-
retail company, and as a securities and mergers and acquisitions
attorney at the Boston-based law firm of ropes and Gray. Mr.
O'Hara will continue to serve as President of the liquidating
bankruptcy estates of Casual Male until those estates close.

Mr. Davino and Mr. O'Hara will be part of a senior management team
that includes Mary Ann Domuracki and Stephen Palley in Financo's
restructuring practice. The group will build upon Financo's
acknowledged expertise and leadership in the retail sector, while
reaching across all other industries to afford clients the highest
possible service.

"We have expanded the scope and capabilities of our restructuring
practice with Chris Davino's deep restructuring expertise and
Michael O'Hara's extensive operational and legal background," said
William M. Smith, President of Financo. "We believe that our new
talent in restructuring combined with our existing expertise will
provide our clients with the strongest possible resources to deal
with all of the important strategic initiatives that they
encounter over the course of their lifecycle."

"I am excited to join Financo's unparalleled team of merchandising
experts to provide clients with the most comprehensive
restructuring service," said Christopher Davino. "I look forward
to collaborating with Financo's distinctive array of
financial/merchandising advisory services and having the unique
ability to provide clients a truly full-service offering," added
Michael O'Hara.

Financo, Inc., headquartered in New York City, was founded in
1971. It is a leading investment bank providing merger and
acquisition, restructuring and other financial advisory services,
along with consulting and private equity services to the global
merchandising and consumer-oriented sector.

The Firm's significant transaction history is heavily concentrated
in retail, apparel, fashion, footwear, cosmetics, fragrance, e-
commerce, consumer products and other merchandising-related
industries. For more than 30 years, Financo has succeeded on its
ability to offer industry expertise through its well renowned
conglomerate of professionals, all former advisors and operators
throughout the retail sector. This combination ensures that
Financo brings transactional experience and operational
understanding to all of its clients' projects.

For additional information, visit the company's Web site at
http://www.financo.com


* Neal Gerber Expands Bankruptcy Group, Adding Seven New Lawyers
----------------------------------------------------------------
Neal, Gerber & Eisenberg LLP (NGE), a premier law firm
specializing in complex business and wealth management issues,
announced the significant expansion of the firm's bankruptcy,
reorganization and creditors' rights practice to seventeen as 7
attorneys from Freeborn & Peters join the firm.

The group includes partners Joseph D. Frank, Frances Gecker, and
Thomas C. Wolford.

This development is the next phase of NGE's "strategy for
controlled and opportunistic expansion, particularly in key growth
areas such as bankruptcy and intellectual property law," said
Jerry Biederman, NGE Managing Partner. It follows the expansion of
the firm's intellectual property practice this past summer.

The bankruptcy attorneys bring a range of nationally recognized
clients including some of the largest media, technology, real
estate and food and beverage companies in the United States. "We
see the addition of these respected attorneys as a perfect
complement to our highly-skilled attorneys," said Biederman.
"Throughout the firm's history, we have added some of the best
legal talent in the nation and attracted clients needing top-tier
legal services. Bringing Joe Frank and Frances Gecker and their
group to NGE continues that long tradition. They have an
extraordinary track record of successfully handling complex and
difficult disputes for major corporations and financial
institutions. The group will enhance the depth and breadth of our
bankruptcy, reorganization and creditors' rights practice."

Said Joseph Frank, "We were attracted to NGE by its existing
roster of clients and the high caliber of its practice areas, as
well as our shared dedication to excellence and client service.
NGE's reputation and its extraordinary depth in the areas of
securities litigation, intellectual property, and labor/employment
law, among others, will allow us to provide a higher level of
client service. The people at NGE are some of the most talented
and respected in our profession. We look forward to working with
our new colleagues."

Frances Gecker, who now serves as co-chair of NGE's Bankruptcy,
Reorganizations & Creditors' Rights group, added, "Commercial and
insolvency law is constantly evolving to address the rapid changes
in the business and financial community. Among our clients are
major Internet businesses, financial institutions offering new
products and services, manufacturing and retail companies, and
those trying to resolve mass tort liability through the bankruptcy
process. The sophistication of the lawyers at NGE affords us the
opportunity to offer the creative, innovative, multidisciplinary
advice required to respond quickly to the legal needs of this
diverse group."

"This addition to our existing team creates one of the largest
bankruptcy and restructuring groups in Chicago and solidifies our
nationwide practice," said NGE Bankruptcy, Reorganizations &
Creditors' Rights group co-chair, Michael Molinaro. "With this
expansion, NGE will grow the practice through the addition of new
clients and by increasing the depth of services we offer to
existing clients."

                    Latest Additions Follow Expansion
                    of Intellectual Property Practice

The growth of the bankruptcy practice at NGE follows the expansion
of the firm's Intellectual Property group during the summer. In
July, the firm announced that 10 former Altheimer & Gray attorneys
had joined NGE, including the former A&G intellectual property
practice leader Robert Browne. Of the 10 attorneys, 6 are part of
the intellectual property practice, which more than doubled the
size of the practice.

Today, NGE provides a full scope of services to clients heavily
dependent upon intellectual property in such industries as
computer software, foodservice, electronics, manufacturing,
aviation and automotive, among others. These services include
trademark, copyright and patent counseling in traditional and e-
commerce industries, intellectual property litigation and
licensing and technology transfers.

                 NGE: Controlled Strategic Growth

Biederman concluded, " Our growth strategy calls for the
development of greater depth in key areas. Virtually every
business has been impacted by the significant increase in the
bankruptcy filings by major corporations, as both creditors and
debtors are faced with the need to understand and respond to the
challenges of reorganization and bankruptcy issues. In the area of
intellectual property, clients are seeking ways to strengthen the
protection of their intellectual property and monetize such assets
as additional revenue sources. Though the expansion of these
important practice areas, NGE is well-positioned to advise clients
on any and all contingencies."

                     New Bankruptcy Attorneys

Joseph D. Frank, Partner

Joseph D. Frank brings more than 10 years of experience in
servicing large corporations and creditors, representing some of
the country's largest institutions.

In 2003, Frank was selected by the Chicago Daily Law Bulletin &
Chicago Lawyer publications as one of the "Forty Illinois
Attorneys to Watch Under Forty." He regularly represents financial
institutions, corporations, creditors' committees, trustees,
investors, debtors and individual creditors in insolvency-related
transactions and litigation. He is a member of the Federal Trial
Bar and is admitted to practice before the Third, Seventh and
Ninth Circuit Courts of Appeal.

Mr. Frank lectures frequently for the Illinois CPA Society and the
American Media Credit Executives Association. He has also lectured
at the Advanced Bankruptcy Seminar sponsored by the Chicago Bar
Association and the International Council of Shopping Centers U.S.
Law Conference and presented the American College of Commercial
Finance Lawyers appellate argument at the American Bar Association
annual meeting.

Mr. Frank is also on the editorial board of the Retail Law
Strategist and regularly contributes articles to that publication.
He is a contributor to Bankruptcy Law Update published annually by
Aspen Law & Business.

He is a member of the Consulting Services Executive Committee of
the Illinois CPA Society, the American Bankruptcy Institute, the
Chicago Bar Association and the International Council of Shopping
Centers.

Mr. Frank graduated from Carleton College magna cum laude with a
B.A. He earned his J.D. in 1993 with honors from the University of
Chicago Law School.

Frances Gecker, Partner

Frances Gecker represents and counsels financial institutions,
corporations, creditors' committees and investors in commercial
law, restructuring and insolvency issues. Her practice ranges from
structuring agreements for clients on the frontiers of e-business,
to representing multinational corporations in cross-border
insolvencies, to assisting clients in buying and selling
distressed debt and assets.

She has written numerous articles on bankruptcy issues, including
the seminal article, "The Doctrine of Necessity and Its
Parameters," which has been widely cited by courts throughout the
country. Ms. Gecker has recently lectured at the National Railroad
Finance Conference on cross-border insolvencies and at the
American Bankruptcy Institute Leadership Conference.

She is past chair of the Advanced Bankruptcy Seminar sponsored by
the Chicago Bar Association. Ms. Gecker has been appointed by the
United States Trustee to serve as a trustee for the Northern
District of Illinois and is a member of the Trustee Advisory
Panel. She is a member of the Federal Trial Bar and is admitted to
practice before the Third, Fifth, Seventh and Ninth Circuit Courts
of Appeal.

Ms. Gecker graduated with honors from the University of Wisconsin.
She earned her J.D. in 1988 with highest honors from Northwestern
University School of Law where she was a member of the Editorial
Board of Northwestern Law Review and elected to the Order of the
Coif.

Thomas C. Wolford, Partner

Thomas Wolford represents trade creditors, landlords, banks, hotel
managers and debtors, in both formal bankruptcy proceedings and
out of court restructurings. He also has represented numerous
purchasers and sellers of distressed businesses and real estate.

Mr. Wolford graduated with honors from the University of
California, Berkeley with a B.A. He earned his J.D. in 1986 from
the Boalt Hall School of Law, University of California, Berkeley.

Micah R. Krohn, Associate

Micah Krohn has over ten years of experience in representing both
debtors and creditors, including handling debtor-creditor matters
arising both in bankruptcy and in non-bankruptcy proceedings.
Before representing creditors, his practice focused on counseling
debtors and debtors in possession under Chapter 7 and Chapter 11
of the Bankruptcy Code. From 1992 to 1994, Krohn was a law clerk
to the Honorable Erwin I. Katz, Bankruptcy Judge, Northern
District of Illinois.

Mr. Krohn graduated from Brandeis Universtiy with a B.A. He earned
his J.D. in 1992 from the Benjamin N. Cardozo School of Law.

Matthew M. Martin, Associate

Matthew Martin focuses his practice in insolvency, restructuring
and creditors' rights. Mr. Martin graduated from Colorado College
with a B.A. He earned his J.D. in 2001 from the University of Iowa
College of Law. Mr. Martin is a member of the Turnaround
Management Association.

James A. Snyder, Associate

James Synder concentrates his practice in insolvency,
restructuring and creditor's rights. Mr. Synder graduated with
honors from the University of Illinois with a B.A. in English and
History. He earned his J.D. in 2002 from the George Washington
University of Law School.

Donna P. Touzalin, Associate

Prior to entering private practice, Donna Touzalin was a Judicial
Law Clerk for Chief Judge Susan Pierson Sonderby of the United
States Bankruptcy Court for the Northern District of Illinois.

Ms. Touzalin graduated from DePaul University with a B.A. She
earned her J.D. in 2000 from the John Marshall Law School. She is
a member of the Chicago Bar Association, the Illinois State Bar
Association, the American Bar Association and the Illinois CPA
Society.

Neal, Gerber & Eisenberg is one of the nation's premier full-
service law firms, providing a wide variety of legal services to
major corporations, private and publicly-held companies, financial
institutions and other clients throughout the United States and
around the world. Specializing in complex legal matters, the firm
has experience in all areas of practice important to businesses,
including corporate finance, mergers and acquisitions, real estate
transactions, bankruptcy and reorganizations, taxation,
litigation, estate planning, intellectual property, and labor and
employment law. With unparalleled dedication, the firm is
committed to producing superior results for both businesses and
individuals. Founded in 1986 by 35 attorneys, today it is a firm
of 153 attorneys.


* TransUnion Introduces Collection Prioritization Service
---------------------------------------------------------
TransUnion, a global information solutions company, announced the
availability of TransUnion Collection Prioritization Service, a
new consolidated, overnight process to prioritize and optimize
collection activities.

TransUnion Collection Prioritization Service offers a complete
package of recovery solutions that leverages highly predictive
data and expert analytic capabilities to provide the critical
information and decisioning strategies needed for managing
collection portfolios. TransUnion Collection Prioritization
Service identifies uncollectable accounts, rank-orders accounts
most likely to be recovered and offers the largest number of
credit characteristics available in the market today.

"Collectors need a quick, efficient solution to identify the best
recovery options for their entire debt portfolio, plus the expert
guidance to help implement the solution, and TransUnion delivers
on both," said Michael O'Connell, senior director of Product
Management, TransUnion. "TransUnion Collection Prioritization
Service delivers information in 24 hours and offers 180 credit
characteristics -- the most in the market today -- to use in
determining the most predictive data for each account."

TransUnion Collection Prioritization Service was originally
developed as a custom solution for a small number of customers and
proved so successful it was enhanced and is now available as a
standard offering. The new service combines the collections-
specific attributes of six TransUnion products and is enhanced
when customers utilize TransUnion's world-class analytics
capabilities. Key data such as address, telephone number,
employment information, social security number, bankruptcy or
deceased indicator, a collection recovery score and predictive
credit characteristics are all available.

With corporate resources stretched thin in today's ultra-
competitive marketplace, new strategies for success are required.
TransUnion Collection Prioritization Service delivers actionable
workflow strategies via an automated decision engine to help
collectors reduce time spent and expense incurred when they use
individual data products from a variety of companies, keeping the
focus on recovery efforts. TransUnion also offers expert
analytical services to provide insight and interpretations of the
data returned and how it can best be applied to a specific
portfolio.

"TransUnion Collection Prioritization Service was specifically
designed to optimize collection efforts for both credit grantor's
in-house departments and third-party collections agencies, and has
already proved successful with initial customers. TransUnion is
confident this new service will provide the bottom-line benefits
many customers are searching for in today's economic climate,"
added O'Connell.

TransUnion is a leading global information solutions company that
customers trust as a business intelligence partner and commerce
facilitator. TransUnion offers a broad range of financial products
and services that enable customers to manage risk and capitalize
on market opportunities. The company uses leading-edge technology
coupled with extensive analytical capabilities to combat fraud and
facilitate credit transactions between businesses and consumers
across multiple markets. Founded in 1968, Chicago-based TransUnion
employs 3,000 associates that support clients in 24 countries.
Visit http://www.transunion.comfor more information on  
TransUnion.


* DebtTraders' Real-Time Bond Pricing
-------------------------------------

Issuer               Coupon   Maturity  Bid - Ask  Weekly change
------               ------   --------  ---------  -------------
Federal-Mogul         7.5%    due 2004  14.5 - 16.5       0.0
Finova Group          7.5%    due 2009  43.5 - 44.5      +0.5
Freeport-McMoran      7.5%    due 2006  102.5 - 103.5     0.0
Global Crossing Hldgs 9.5%    due 2009  4.5 -  5.0       +0.25
Globalstar            11.375% due 2004  3.0 - 3.5        -0.5
Lucent Technologies   6.45%   due 2029  68.25 - 69.25    -0.75
Polaroid Corporation  6.75%   due 2002  11.0 - 12.0       0.0
Westpoint Stevens     7.875%  due 2005  20.0 - 22.0       0.0
Xerox Corporation     8.0%    due 2027  84.0 - 86.0      -1.5

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

                          *********

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

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

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

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

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911. For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                          *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published by
Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard
Group, Inc., Washington, DC USA. Yvonne L. Metzler, Bernadette C.
de Roda, Donnabel C. Salcedo, Ronald P. Villavelez and Peter A.
Chapman, Editors.

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

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

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

                *** End of Transmission ***