TCR_Public/031013.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, October 13, 2003, Vol. 7, No. 202   

                          Headlines

AIR CANADA: ACPA Wants Union Claims Excluded from Bar Date Order
AKORN INC: Secures $40 Million in Financing to Cut Sr. Bank Debt
ALLEGHENY ENERGY: Names Thomas R. Gardner VP & Controller
ALPINE GROUP: Commences Rights Offering to Shareholders
AM COMMUNICATIONS: Bayard Firm Retained as Bankruptcy Co-Counsel

AMERCO: Overview and Highlights of Joint Reorganization Plan
AMERICAN MARKETING: Selling Assets to Dunbrook for $3.7 Million
AMERICAN NATURAL: Wiser Oil Files Complaint in E.D. Louisiana
AMES DEPARTMENT: Sues 861 Creditors to Recoup Pref. Transfers
APPLICA INC: Will Publish Third-Quarter Results on October 30

ARMSTRONG HOLDINGS: Court Approves 5th Amendment to DIP Facility
ASBURY AUTOMOTIVE: Hosting Live Investor Day Video Webcast Wed.
ASBURY AUTOMOTIVE: Will Publish Third-Quarter Results on Oct. 30
ATLANTIC STEEL: Commences Chapter 7 Liquidation Proceedings
BOWATER INC: Expects Sequentially Higher Third Quarter Net Loss

BOWNE & CO.: Publishes Updated Public Company Guidebook
CENTERPULSE AG: New Board of Directors Now In Place
CEPHALON: Gets Nod to Expand Modafinil Use in Germany & Ireland
CHAMPIONLYTE: Arranges for New Headquarters In Pompano Beach, FL
CHANNEL MASTER: Wants Nod to Hire Ordinary Course Professionals

CHEVY'S INC: Files for Voluntary Chapter 11 Reorganization
CHEVYS INC: Voluntary Chapter 11 Case Summary
COEUR D'ALENE MINES: Will Publish 3rd-Quarter Results on Oct. 23
COMMERCIAL RESECURITIZATION: Fitch Rates Class B Notes at BB
CONCENTRA OPERATING: Completes Exchange Offer for Sr. Sub. Notes

COUNCILL CRAFTSMEN: Brings-In Allman Spry as Bankruptcy Counsel
CRESCENT REAL: Teams-Up with JPMorgan Fleming to Acquire Office
CWMBS INC: Fitch Hatchets Class B-3 & B-4 Note Ratings to B/C
DATA TRANSMISSION: Wants Consent to Hire Paul Weiss as Attorneys
DELTAGEN: Drug Research Facility Slated for Auction in N. Calif.

DIGITALNET HOLDINGS: Launches IPO of 5 Million of Shares
DJ ORTHOPEDICS: S&P Rates New $130-Million Credit Facility at B+
DJ ORTHOPEDICS: Moody's Reviews Ratings For Possible Downgrade
DOMAN INDUSTRIES: Court-Appointed Monitor Files Report for Oct.
DVI INC: Asset Auction Process Completed and Bids Being Examined

ELBIT VISION: Shareholder Balks at Application for Arrangement
ELECTRIC MACHINERY: Agrees to Sell Assets to EarthFirst Tech.
EXIDE: Wants Solicitation Exclusivity Intact Until December 18
FEDERAL-MOGUL CORP: Seeks Disallowance of 49 Duplicate Claims
FOAMEX INT'L: Names Raul Valdes-Fauli to Board of Directors

GARTNER INC: Completes Conversion of Notes into Common Stock
HARBORVIEW MORTGAGE: Fitch Upgrades Two Low-B Class B5 Ratings
HEALTHSOUTH CORP: William Owens Resigns from Board of Directors
HUDSON RESPIRATORY: Arranges New Credit Facilities Totaling $60M
IMPATH: Gets Nod to Turn to Crossroads for Restructuring Advice

INTRAWEST CORP: Completes Private Placement of 7-1/2% Sr. Notes
ISTAR FINANCIAL: Files SEC Form S-3 Shelf Registration Statement
LAND O'LAKES: Sets Third-Quarter Earnings Call for October 23
LENNOX INT'L: Renews $225 Million Revolving Credit Facility
LEVI STRAUSS: Delays Filing of 3rd-Quarter Results on Form 10-Q

MDC CORPORATION: Acquires Remaining 15% of Metaca Corporation
MICHAELS STORES: Opens Second ReCollections Store in Dallas
MICHAELS STORES: Reports 6% Increase in September 2003 Sales
MIRANT CORP: Wrightsville Investments' Chapter 11 Case Summary
MIRANT CORP: Harvey A. Wagner Resigns as Exec. VP and CFO

MIRANT CORP: Gets Interim Nod to Hire Latham as Special Counsel
MITEC TELECOM: Raises $8.8 Million from Private Placement
NATIONAL CENTURY: Wants Nod to Conduct Rule 2004 Examinations
NEENAH FOUNDRY: Completes Refinancing and Restructuring Process
NORTHWEST AIRLINES: Will Webcast Q3 Conference Call on Thursday

NORTHWESTERN CORP: Taps Lazard Freres as Investment Bankers
OXFORD INDUSTRIES: Promotes Grassmyer & Lanier to VP Positions
PAN AMERICAN GEN.: Case Summary & 20 Largest Unsecured Creditors
PG&E NATIONAL: USGen Seeks Open-Ended Removal Period Extension
PILLOWTEX CORP: Committee Wants to Hire Hahn & Hessen as Counsel

POLAROID CORP: PBGC Says Disclosure Statement Info. Inadequate
PORTOLA PACKAGING: Acquires All Shares of Tech Industries Inc.
REPUBLIC ENGINEERED: Intends to Pay Vendors' Prepetition Claims
ROUGE IND.: Considering Major Debt Workout to Ease Liquidity
SHAW GROUP: Entergy Awards Nuclear Service Contract for NE Fleet

SIRIUS SATELLITE: Look for Third-Quarter Results on October 29
SOLUTIA INC: Provides Guidance on Third-Quarter 2003 Results
SPIEGEL INC: Reports 21 Year-on-Year Decrease in September Sales
STEINWAY MUSICAL: S&P Concerned about Weakened Credit Protection
TITAL CORP: Will Publish Third-Quarter Results on October 23

TULLAS CDO: Fitch Downgrades Class B & C Note Ratings to BB-/CC
TWINLAB CORP: Judge Blackshear Approves 'First Day' Motions
UNITED AIRLINES: Fee Review Committee Files 1st Fee Applications
US AIRWAYS: Enters Stipulation Settling Pitney Bowes Claims
VIVENDI: S&P Says One-Notch Upgrade for BB Rating Likely

WACHOVIA BANK: S&P Assigns Prelim. Low-B's on Six Note Classes
WACKENHUT CORRECTIONS: Adopts Shareholder Rights Plan
WHEREHOUSE ENTERTAINMENT: Selling All Assets for $64 Million
WILLIAMS COS.: Begins Service on Northwest Pipeline Expansion
WINN-DIXIE: Moody's Puts All Ratings Under Review For Downgrade

WORLDCOM: Court Approves Settlement Agreement with Time Warner
WYNDHAM INT'L: Hosting Third-Quarter Conference Call on Nov. 11

* FTI Consulting Reaches Pact to Acquire Ten Eyck Associates
* Hunton & Williams Atlanta Office Continues Expansion

* BOND PRICING: For the week of October 13 - 17, 2003

                          *********

AIR CANADA: ACPA Wants Union Claims Excluded from Bar Date Order
----------------------------------------------------------------
The Air Canada Pilots Association asks the Court to amend the
Claims Procedure Order in two respects:

   (a) The establishment of procedures for the determination of
       the validity and quantum of any claim made by a union
       which is or could be the subject matter of a grievance.  
       The Claim will be determined by arbitrators appointed
       under and proceeding in accordance with the collective
       agreement between the union and any of the Applicants,
       subject to the ability of the union and an applicant to
       mutually consent to expedited arbitration or other
       proceedings as may be appropriate in their judgment in any
       particular case; and

   (b) All claims that could be asserted by any plan member,
       union representing a plan member or retiree in respect of
       any pension plan or retirement benefit plan established by
       any of the Applicants will be deemed Excluded Claims for
       the purposes of the Claims Procedure Order.

ACPA asserts that the sole forum for determining all grievance
claims under its collective agreement with the Applicants,
concerning both liability and quantum, is an arbitrator chosen
pursuant to the provisions of the collective agreement.  This
means that the proper forum is an arbitrator chosen by the
parties or, in the event that the parties cannot agree upon an
arbitrator, an arbitrator appointed by the Minister of Labour.

Richard B. Jones, Esq., at Jones, Rogers LLP, in Toronto,
Ontario, tells the Court that Section 57 of the Canada Labour
Code is a mandatory arbitration clause.  Section 57 states that
all disputes about all collective agreements must be settled by
way of binding arbitration.

Mr. Jones cites that the Supreme Court of Canada in Weber v.
Ontario Hydro, [1995] 2 S.C.R. 929 ruled that mandatory
arbitration clauses confer exclusive jurisdiction on labor
arbitrators to deal with all disputes between the parties arising
from the collective agreement.  The Supreme Court indicated that
the task of the judge or arbitrator determining the appropriate
forum for the proceedings centers on whether the dispute or
difference between the parties arises out of the collective
agreement.

Since the disputes between ACPA and Air Canada in their "essential
character" arise out of the interpretation, application, or
administration of their collective agreement, Mr. Jones contends
that the parties' disputes fall within the exclusive jurisdiction
of a labor arbitrator appointed pursuant to that agreement.  
Therefore, the CCAA Court does not have the jurisdiction to
appoint an officer to hear these disputes.  Only persons appointed
as arbitrators under the terms of the collective agreement may
hear such disputes.  In addition, the CCAA cannot be considered as
authorizing any alternative process for adjudicating claims
arising out collective agreements.

ACPA is the certified bargaining agent representing all Air
Canada mainline pilots, including all mainline pilots of the
former Canadian Airlines International Limited.  ACPA entered
into a collective agreement dated April 2, 2000 on behalf of all
pilots it represents.  By a Memorandum of Agreement effective on
June 30, 2003, ACPA and Air Canada amended the Collective
Agreement.  The Collective Agreement is now effective for a term
until June 1, 2009.  The Collective Agreement provides grievance
procedures applicable to all disputes arising between ACPA or any
pilot on the one hand and Air Canada on the other.  The
Collective Agreement provides for arbitration of disputes that
have not been resolved in the grievance procedure.

The grievance and arbitration procedures set out in the
Collective Agreement constitute a comprehensive procedural code
for the determination of the validity and the appropriate remedy
for any disputes arising from the Collective Agreement.  The
Collective Agreement provides that, by mutual consent, the
parties may submit any grievance to expedited arbitration.

Under Part III of the Canada Labour Code, Mr. Jones says, all of
ACPA's members are entitled to collect the full wages owing to
them.  The claim for wages is not subject to involuntary
compromise under the Companies' Creditors Arrangement Act.  
Mr. Jones also notes that Subsection 168(1) of the Labour Code
explicitly states that the provisions of Part III of the Code
apply "notwithstanding any other law or custom."   Therefore, the
rights contained in Part III must prevail regardless of the CCAA
provisions.

Should the CCAA Court require ACPA to compromise its claims for
members' wages, Mr. Jones maintains that the minimum wage
provisions of Part III of the Labour Code limit ACPA's
compromises.  Section 168(1.1) states that Division II (minimum
wages) only applies insofar as a collective agreement confers on
employees rights and benefits at least as favorable as those
conferred by Part III.  ACPA cannot be required to compromise its
members' claims for wages so that the unionized employees will
receive less than the minimum wage prescribed in Division II of
Part III of the Labour Code. (Air Canada Bankruptcy News, Issue
No. 14; Bankruptcy Creditors' Service, Inc., 609/392-0900)


AKORN INC: Secures $40 Million in Financing to Cut Sr. Bank Debt
----------------------------------------------------------------
Akorn, Inc. (AKRN) has completed its $40.5 million financing.  On
September 25, 2003, the Company announced that it had entered into
a Preferred Stock and Note Purchase Agreement with a group of
insider and outsider investors.

The financing consists of $25.7 million in Series A 6.0%
Participating Convertible Preferred Stock and warrants, a $2.8
million subordinated promissory note and up to $12.0 million in
senior secured debt from LaSalle Bank National Association
(consisting of $7.0 million in term loans and a revolving line of
credit of up to $5.0 million). The new capital was used to reduce
Akorn's outstanding senior bank debt and is expected to provide
the Company with up to $6.0 million in working capital.

"We are extremely pleased to have recapitalized Akorn and the
Company's balance sheet," stated Arthur S. Przybyl, Akorn's
President and Chief Executive Officer. "This transaction
effectively completes Akorn's restructuring process by infusing
over $25 million in new equity and reducing Akorn's senior debt by
over $26 million. We can now continue to focus on growing our
three business segments -- ophthalmic, injectable and contract
manufacturing -- and continuing to direct our efforts toward
resolving our compliance issues at our Decatur, Illinois
manufacturing facility. We also plan to complete the build out of
our new lyophylization manufacturing line in the near future."

Przybyl continued, "I want to thank our new and existing
shareholders and Akorn's Board of Directors for their support and
their continued belief in the Company's strategies. I also want to
thank all of Akorn's employees for their commitment and hard work
throughout this successful restructuring process."

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

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

                          *   *   *

                    Going Concern Uncertainty

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

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

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

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

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

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

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


ALLEGHENY ENERGY: Names Thomas R. Gardner VP & Controller
---------------------------------------------------------
Allegheny Energy, Inc. (NYSE: AYE) announced that Thomas R.
Gardner, a partner with the audit and consulting firm of Deloitte,
has been named the Company's Vice President, Controller, and Chief
Accounting Officer, effective October 13, 2003. Mr. Gardner will
report to Jeffrey D. Serkes, Senior Vice President and Chief
Financial Officer.

"I am very pleased that Tom has joined our team. His financial
systems and accounting background will be especially valuable to
us as we continue to make progress in bringing our financial
reporting current, improving our internal controls, and restoring
the health of the Company," said Paul J. Evanson, Allegheny
Energy's Chairman, President, and Chief Executive Officer.

Mr. Gardner has been with Deloitte since 1997 and has worked with
clients on finance transformation, including business strategy,
cost control, and technology management. Since February, he has
been part of the Deloitte team working with Allegheny Energy on
its comprehensive financial review. Previously, he served in a
variety of finance and technology positions with Alexander &
Alexander Services Inc.

Mr. Gardner holds a Master of Business Administration degree with
a concentration in Finance from The George Washington University.
He also holds a Bachelor of Science degree in Accounting from the
University of Baltimore.

Mr. Gardner replaces Ronald K. Clark, who has been serving as Vice
President and Controller since June 2002. Mr. Clark will remain
with the Company during a transition period.

"I want to thank Ron for his many contributions to our Company,
especially his leadership through our recently completed
comprehensive financial review," Evanson said.

Allegheny Energy is an integrated energy company with a portfolio
of businesses, including Allegheny Energy Supply, which owns and
operates electric generating facilities and supplies energy and
energy-related commodities; and Allegheny Power, which delivers
low-cost, reliable electric and natural gas service to about four
million people in Maryland, Ohio, Pennsylvania, Virginia, and West
Virginia. More information about the Company is available at
http://www.alleghenyenergy.com   

                         *    *    *

As reported in Troubled Company Reporter's October 3, 2003
edition, Fitch Ratings downgraded Allegheny Energy Inc., and its
subsidiaries. In addition, the Rating Watch status for all related
entities is revised to Negative from Evolving, with the exception
of West Penn Funding LLC and insured bonds of Allegheny Energy
Supply Co. LLC.

Ratings downgraded and on Rating Watch Negative by Fitch:

   Allegheny Energy, Inc.

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

   Allegheny Capital Trust I

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

   Allegheny Energy Supply Company LLC

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

   Allegheny Generating Company

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

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

   Allegheny Energy Supply Company LLC

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

   Allegheny Energy Statutory Trust 2001-A Notes

      --Senior secured notes 'B+'.

   West Penn Power Company

      --Medium-term notes 'BBB-'.

   Potomac Edison Company

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

   Monongahela Power Company

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

Ratings affirmed; Rating Outlook Stable:

   West Penn Funding LLC

      --Transition bonds 'AAA'.

   Allegheny Energy Supply Company LLC

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


ALPINE GROUP: Commences Rights Offering to Shareholders
-------------------------------------------------------
The Alpine Group, Inc. (OTC Bulletin Board: ALPG.OB) has commenced
a rights offering to holders of Alpine Common Stock to subscribe
for shares of Alpine Series A Convertible Preferred Stock in
proportion to their ownership of Common Stock.  

Pursuant to the rights offering, holders of the Common Stock on
September 29, 2003, for each 500 shares, will have a right to
purchase one share of Series A Convertible Preferred Stock for
$380.00 per share.  The Series A Convertible Preferred Stock bears
an annual dividend of $30.40, is convertible into 691 shares of
Common Stock beginning on the earlier of the date of completion of
the rights offering and March 31, 2004 and, unless converted, will
be redeemed by Alpine during the three-year period commencing on
December 31, 2009.  The rights are non-transferable and fractional
rights or fractional shares of Series A Convertible Preferred
Stock will not be issued.

The rights offer will expire at 5:00 PM New York City time on
November 10, 2003, unless further extended by Alpine in its sole
discretion.

The Alpine Group, Inc., headquartered in New Jersey, is a holding
company which owns 100% of Essex Electric Inc. and DNE Systems,
Inc.  Essex Electric Inc. is a leading manufacturer of a broad
range of copper electrical wire products for residential,
commercial and industrial buildings for sale to electrical
distributors and retailers.  DNE Systems, Inc. is a designer and
manufacturer of communications equipment, integrated access
devices and other electronic equipment for defense, government and
commercial applications.

Alpine has filed a Form S-2 Registration Statement with the
Securities and Exchange Commission.  The Registration Statement
(including a prospectus, related letter to recordholders, rights
certificate and other related documents) contains important
information that should be read carefully before any decision is
made with respect to the rights offer.

The prospectus, the related letter to recordholders and certain
other documents have been sent to all holders of Alpine Common
Stock, at no expense to them.  The Registration Statement
(including the prospectus, related letter to record holders,
rights certificate and all other offering documents filed with the
Securities and Exchange Commission) is also available at no charge
at the Securities and Exchange Commission's Web site at
http://www.sec.gov

At June 30, 2003, the Company's balance sheet shows a total
shareholders' equity deficit of about $835 million, up from a
deficit of about $829 million six months ago.


AM COMMUNICATIONS: Bayard Firm Retained as Bankruptcy Co-Counsel
----------------------------------------------------------------
AM Communications, Inc., and its debtor-affiliates, ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ and retain The Bayard Firm as their Co-Counsel in the
Company's chapter 11 cases.  proceedings.  The Debtors has also
sought to retain Patton Boggs LLP as their counsel.  Bayard will
coordinate with Patton Boggs to minimize unnecessary duplication
of effort.

It is anticipated that Bayard will render professional services to
the Debtors including:

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

     b) taking necessary action to protect and preserve the
        Debtors' estates, including assisting in the prosecution
        of actions on behalf of the Debtors, the defense of any
        action commenced against the Debtors, negotiations
        concerning all litigation in which the Debtors are
        involved, and objecting to claims filed against the
        Debtors' estates;

     c) preparing on the Debtors' behalf all necessary
        applications, motions, responses, objections, orders,
        reports, and other legal papers;

     d) negotiating and drafting any agreements for the sale or
        purchase of assets of the Debtors, if appropriate;

     e) negotiating and drafting a plan of reorganization,
        consensual or otherwise, and all documents related
        thereto, including, but not limited to, the disclosure
        statements and ballots for voting thereon;

     f) taking the steps necessary to confirm and implement the
        Plan, including, if needed, modifications thereof and
        negotiating financing for the Plan; and

     g) rendering such other legal services for the Debtors as
        may be necessary and appropriate in these proceedings.

Bayard will bill the Debtors in its current standard hourly rates.
Steven M. Yoder, a Director at Bayard discloses that his firm's
rates range from:

          Directors            $350 to $510 per hour
          Associates           $180 to $400 per hour
          Paralegals           $ 80 to $155 per hour

Headquartered in Quakertown, Pennsylvania, AM Communications,
Inc., and its debtor-affiliates provide services to the
television, cable and wireless industry, their services include
installation and maintenance of television lines and wireless
systems in the Northeastern and Southeastern parts of the U.S. The
Company filed for chapter 11 protection on August 28, 2003 (Bankr.
Del. Case No. 03-12689).  Steven M. Yoder, ESq., Neil B. Glassman,
Esq., and Christopher A. Ward, Esq., at The Bayard Firm represent
the Debtors in their restructuring efforts.  When the Company
filed for protection from its creditors, it listed $29,886,155 in
total assets and $25,641,048 in total debts.


AMERCO: Overview and Highlights of Joint Reorganization Plan
------------------------------------------------------------
Edward J. Shoen, Amerco's Chief Executive Officer, informs the
Court that aside from AMERCO and AMERCO Real Estate Company, SAC
Holding Corporation and SAC Holding II Corporation, each a Nevada
corporation, are also proponents of the Plan.  In addition,
although SAC Holding is a proponent of the Plan, SAC Holding has
not, and will not commence a Chapter 11 case or other similar
proceedings.

Other highlights of the Plan are:

   (a) Each of the Debtors will continue to exist after the
       Effective Date as a separate corporate entity, with all
       the powers of a corporation under applicable law;

   (b) The Debtors' existing senior officers in office on the
       Effective Date will serve in their current capacities
       after the Effective date, subject to the authority of the
       board of directors of the Reorganized Debtors;

   (c) The current members of the Amerco on the Effective Date
       will continue to serve out their current term after the
       Effective Date, subject to the authority of the Amerco
       shareholders;

   (d) The existing directors and officers of AREC and
       non-debtor subsidiaries will continue to serve in their
       current capacities after the Effective Date, provided,
       however that Amerco reserves the right to identify new
       officers and members of the board of directors of each
       of AREC and non-debtor subsidiaries at any time
       thereafter;

   (e) On the Effective Date, the Existing Debt Securities will
       be released and discharged;

   (f) Upon the Effective Date of the Plan, the Reorganized
       Debtors and U-Haul will enter into a syndicated Exit
       Financing Facility with Wells Fargo Foothill, Inc., as
       the lead arranger and administrative agent.  The Exit
       Financing Facility, which will be guaranteed by
       substantially all of the Reorganized Debtors' and certain
       of their Subsidiaries, will consist a revolving credit
       facility of up to $200,000,000 and the issuance of
       $350,000,000 of New Term Loan A Notes.  The Revolving
       Facility will also consist of a $50,000,000 letter of
       credit sub-facility; and

   (g) On the Effective Date, the Amerco/AREC Guaranty
       Obligations will be deemed reinstated under the Plan, and
       any non-monetary defaults will be deemed cured.

"The Plan provides for an equitable and early distribution to
creditors, preserves the value of the business as a going
concern, preserves the equity interests in the Debtors and
preserves the jobs of employees," Mr. Shoen remarks.  Thus, the
Debtors believe that any alternative to confirmation of the Plan,
including liquidation or attempts by another party-in-interest to
file a plan, could result in significant delays, litigation and
costs, as well as the loss of jobs by the employees.  Moreover,
the Debtors believe that their creditors will receive greater and
earlier recoveries under the Plan than those that would be
achieved in liquidation or under an alternative Plan.

A free copy of the Debtors' Plan is available at no charge at:

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

A free copy of the Debtors' Disclosure Statement is available at
no charge at:

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

The Plan does not appear to eliminate any debt.  Rather, it
extends maturity dates and proposes reduced interest rates.  The
Disclosure Statement does not contain any financial projections.  
(AMERCO Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


AMERICAN MARKETING: Selling Assets to Dunbrook for $3.7 Million
---------------------------------------------------------------
American Marketing, Industries, Inc., seeks to sell its Business
and Assets to Dunbrook Apparel Corp. as a going concern for the
highest value, subject to higher and better offers.

The Debtor relates to the U.S. Bankruptcy Court for the Western
District of Missouri that it has entered into an Asset Purchase
Agreement with Dunbrook Apparel for an estimated purchase price of
$3,700,000 plus the assumption of certain specific liabilities.  
The Debtor believes acquisition of its Assets by
Dunbrook Apparel will prevent further loss of employment and will
create value for the estate.

"The terms of the APA were negotiated at arms' length, and in good
faith, and the Debtor's dire financial situation provides no
viable alternative to selling such assets," Laurence M. Frazen,
Esq., at Bryan Cave LLP said.

The Debtor also seeks Court approval of the Auction and Bid
Procedures, which may result in additional bidders to the benefit
of the estate whereby the Debtor will continue to seek additional
bids, conduct an auction, and finalize a sale at a hearing to be
conducted by no later than October 27, 2003.

The Auction and Bid Procedures provide for a Break-up Fee of
$125,000 to Dunbrook Apparel if Debtor sells the Assets to someone
other than Dunbrook Apparel at a price higher than proposed.

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


AMERICAN NATURAL: Wiser Oil Files Complaint in E.D. Louisiana
-------------------------------------------------------------
American Natural Energy Corporation (TSX Venture: ANR.U) announced
a litigation has been initiated against the company in the United
States District Court for the Eastern District of Louisiana by The
Wiser Oil Company.  

The complaint seeks a declaratory judgment to interpret the terms
of an agreement between ANEC and Wiser.  In its complaint, Wiser
alleges that it has a contractual right to participate in oil and
gas interests which ANEC may acquire pursuant to its Joint
Development Agreement with Exxon/Mobil Corporation in acreage
which surrounds ANEC's Bayou-Couba lease in Saint Charles Parish,
Louisiana.

ANEC believes that it has valid defenses to all the allegations
made in the complaint and will vigorously defend the case.  In the
event Wiser were to prevail in the litigation, Wiser would have
the right to participate to the extent of 25% of the interests
acquired by ANEC under the Joint Development Agreement by paying
its 25% of costs relating thereto.

ANEC is a Tulsa, Oklahoma based independent exploration and
production company with operations in St. Charles Parish,
Louisiana.  

                         *      *      *

                    Going Concern Uncertainty

As reported in Troubled Company Reporter's August 29, 2003
edition, the Company announced its financial statements have been
prepared on a going concern basis which contemplates continuity of
operations, realization of assets and liquidation of liabilities
in the ordinary course of business. The Company has no current
borrowing capacity with any lender. It has sustained substantial
losses in 2002 and 2001, totaling approximately $8.7 million and
$1.0 million, respectively, a stockholders' deficit of $1.4
million at December 31, 2002, a working capital deficiency of
approximately $6.0 million including current amounts due under
borrowings of approximately $4.5 million, and negative cash flow
from operations in each of 2002 and 2001, all of which lead to
questions concerning the Company's ability to meet its obligations
as they come due. The Company also has a need for substantial
funds to develop its oil and gas properties. As a result of the
losses incurred and current negative working capital and other
matters described above, there is no assurance that the carrying
amounts of its assets will be realized or that liabilities will be
liquidated or settled for the amounts recorded. The Company's
ability to continue as a going concern is dependent upon adequate
sources of capital and the ability to sustain positive results of
operations and cash flows sufficient to continue to explore for
and develop its oil and gas reserves.

The independent accountants' report on American Natural Energy's
financial statements as of and for the year ended December 31,
2002 includes an explanatory paragraph which states that the
Company has sustained substantial losses, a stockholders' deficit,
a working capital deficiency and negative cash flow from
operations in each of 2002 and 2001 that raise substantial doubt
about its ability to continue as a going concern.


AMES DEPARTMENT: Sues 861 Creditors to Recoup Pref. Transfers
-------------------------------------------------------------
Within August 2003, the Ames Department Stores Debtors filed
complaints against 861 creditors to avoid and recover preferential
transfers.  

Sections 547(b) and 550(a) of the Bankruptcy Code empower the
Debtors to avoid and recover a transfer to a creditor if these
requirements are met:

   (a) Each transfer was for the benefit of a creditor;

   (b) Each transfer was on account of an antecedent debt the
       Debtors owed before the transfer was made;

   (c) Each transfer was made while the Debtors were insolvent;

   (d) Each transfer was made on or within 90 days, or in certain
       circumstances within one year before the Petition Date;
       and

   (e) Each transfer enables the creditor to receive more in
       satisfaction of its claims than it would receive in a case
       under Chapter 7 of the Bankruptcy Code and if the transfer
       had not been made.

The largest creditor-defendants include:

                                      Amount Received Within
     Defendant                      90 Days of the Petition Date
     ---------                      ----------------------------
  Aetna US Health Care                       $5,200,640
  Bradford Novelty Company, Inc.              1,917,029
  Capital Factors Inc.                        1,932,812
  Century Business Credit Corp.               6,983,720
  Comay Enterprise Corporation                1,175,001
  E.S. Sutton, Inc.                           2,349,011
  Ex-Cell Home Fashion Inc.                   1,082,077
  Excel Transportation Services Inc.          1,951,477
  Fashion Options Inc.                        1,011,960
  Fisher-Price, Inc.                          3,325,176
  Five Y Clothing, Inc.                       1,810,130
  Four Star International Trading Co.        10,555,709
  Fritz Companies Inc.                        7,157,105
  Golden Touch Imports Inc.                   1,569,000
  Graco Children's Products, Inc.             1,336,682
  Haier America Trading LLC                   1,146,516
  Hershey Chocolate USA                       2,113,014
  Horizon National Contract Services          4,038,602
  HSBC Business Credit (USA) Inc.             4,673,635
  J. Kinderman & Sons, Inc./Brite Star        2,980,255
  LB International Inc                        1,509,000
  Longstreet                                  1,540,000
  Milberg Factors, Inc.                       2,098,548
  Retail Services Associates Inc.             1,014,862
  Rosenthal & Rosenthal, Inc.                 9,224,929
  Samsung Electronics America                 2,642,000
  Sterling Factors Inc.                       1,402,100
  Systembuild Inc.                            1,202,877
  Topp Telecom Inc. n/k/a Tracfone Wireless   5,986,336
  Tracfone Wireless, Inc.                     4,000,000
  United Parcel Service Inc.                  1,797,087
  Van Troxel Inc.                             1,082,253
  Victory Land Enterprises Co. Ltd            1,681,010
  Williams & Associates Inc.                  9,906,256
  Yu Shan Woodwork Co. Ltd                    1,580,563

The Debtors ask the Court to compel the 861 creditors to pay them
not less than the amount of the avoidable transfers, plus
interest and costs. (AMES Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


APPLICA INC: Will Publish Third-Quarter Results on October 30
-------------------------------------------------------------
Applica Incorporated (NYSE:APN) will issue its third-quarter
financial results before the market opens on Thursday, October 30,
2003.

Applica will hold a conference call on the same day at 11:00 a.m.,
eastern time, to discuss its third-quarter and year-to-date
results and to give guidance on future results and trends in
operations. Harry Schulman, President and Chief Executive Officer,
Terry Polistina, Senior Vice President and Chief Financial
Officer, and Michael Michienzi, Senior Vice President - Global
Business Development, will host the call.

Live audio of the conference call will be simultaneously broadcast
over the Internet and will be available to members of the news
media, investors and the general public. Broadcast of the event
can be accessed on the Company's Web site --
http://www.applicainc.com-- by clicking on the Investor Relations  
page. You may also access the call via CCBN at
http://www.streetevents.com The event will be archived and  
available for replay through Thursday, November 6, 2003.

Applica Incorporated and its subsidiaries (S&P, B+ Corporate
Credit Rating, Stable) are manufacturers, marketers and
distributors of a broad range of branded and private-label small
electric consumer goods. The Company manufactures and distributes
small household appliances, pest control products, home
environment products, pet care products and professional personal
care products. Applica markets products under licensed brand
names, such as Black & Decker(R), its own brand names, such as
Windmere(R), LitterMaid(R) and Applica(TM), and other private-
label brand names. Applica's customers include mass merchandisers,
specialty retailers and appliance distributors primarily in North
America, Latin America and the Caribbean. The Company operates
manufacturing facilities in China and Mexico. Applica also
manufactures products for other consumer products companies.
Additional information regarding the Company is available at
http://www.applicainc.com   


ARMSTRONG HOLDINGS: Court Approves 5th Amendment to DIP Facility
----------------------------------------------------------------
Debtors Armstrong World Industries, Inc., Nitram Liquidators,
Inc., and Desseaux Corporation of North America, obtained approval
from the U.S. Bankruptcy Court Judge Newsome for a further
amendment of the Revolving Credit and Guaranty Agreement with
JPMorgan Chase Bank, formerly known as The Chase Manhattan Bank,
as agent for itself and a syndicate of financial institutions.  
The Debtors also obtained the Court's permission to pay the
Lenders' fees in connection with the amendment.

The parties previously agreed to amend the DIP Facility to lower
the commitment from $400 million to $75 million, eliminate the
revolving credit borrowing feature and limit the commitments under
the DIP Facility to issuances of letters of credit, eliminate
unnecessary reporting, reduce the administrative fees charged by
JPMorgan Chase, and extend the Maturity Date to December 8, 2003.

As of June 30, 2003, AWI had $192.6 million in cash and cash
equivalents, excluding cash held by its non-debtor subsidiaries.  
In the ordinary course of business, AWI has asked the Lenders from
time to time to issue standby and import documentary letters of
credit.  Currently, standby letters of credit in the aggregate
face amount of approximately $31.7 million have been issued.

AWI believes that cash on hand and generated from operations and
dividends from its subsidiaries, together with lines of credit and
the DIP Facility, will be adequate to address its foreseeable
liquidity needs -- but because the Lenders are not required to
issue letters of credit that expire after the present Maturity
Date, AWI must extend the Maturity Date for it to continue to be
able to post letters of credit in the ordinary course of its
business.

            The New Maturity Date -- December 2004

AWI as Borrower, Nitram and Desseaux as Guarantors, and the
Lenders, led by JPMorgan Chase, agree to extend the Maturity Date
to December 8, 2004, and to sign an amended Fee Letter.

                         The Fees

Under the amended Fee Letter, AWI will pay JPMorgan Chase for its
own account and for the account of each bank participant an
amendment fee in an amount equal to 1/10 of 1% of the Commitment
of each Lender; provided, however, that AWI will only become
obligated to pay the fee if AWI's Plan has not been confirmed by
April 30, 2004.

Under a separate amended fee letter with JPMorgan Chase, AWI will
pay $50,000 as consideration for arrangement of the amendment, but
again, AWI will only become obligated to pay the fee if AWI's Plan
has not been confirmed by April 30, 2004. (Armstrong Bankruptcy
News, Issue No. 48; Bankruptcy Creditors' Service, Inc., 609/392-
0900)   


ASBURY AUTOMOTIVE: Hosting Live Investor Day Video Webcast Wed.
---------------------------------------------------------------
Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest
automotive retail and service companies in the U.S., will host a
live video webcast from its new BMW dealership in Richmond,
Virginia at 4:00 p.m. Eastern Time on October 15, 2003.

The agenda for this innovative "investor day" event will include:

     * Introductory remarks by Kenneth B. Gilman, President and
       CEO of Asbury Automotive Group.

     * Video "tour" of the Company's recently opened BMW Center in
       Richmond, featuring a detailed inside look at the key
       profit drivers of a state-of-the-art automotive retailing
       facility.  The tour will highlight the four businesses that
       comprise automotive retailing: new vehicle sales, used
       vehicle sales, finance and insurance operations, and parts
       and service.

     * Live question-and-answer session with Mr. Gilman; Robert D.
       Frank, Senior Vice President of Automotive Operations; and
       Michael Kearney, CEO of Crown Automotive, the Company's
       regional "platform" in North Carolina and Virginia.  The
       panel will take questions from webcast participants.

     * Summary comments by Mr. Gilman on the Company's preliminary
       revenue and gross profit results by business line for the
       third quarter.

"We are very excited to be utilizing the Internet to offer our
investors and other interested parties this closer look into our
operations at the store level," said Mr. Gilman.  "Our goal is to
provide investors with a better understanding of the inner
workings of a dealership.  They typically get to hear us talk
about operations at a high level during quarterly conference calls
and other traditional investor events.  In contrast, this video
webcast will give investors an inside look at how we're executing
our strategies on a day to day basis."

Interested parties are encouraged to register for the webcast
event at the Company's Web site at http://www.asburyauto.com

Asbury Automotive Group, Inc. (S&P, BB- Corporate Credit Rating,
Stable), headquartered in Stamford, Connecticut, is one of the
largest automobile retailers in the U.S., with 2002 revenues of
$4.5 billion.  Built through a combination of organic growth and a
series of strategic acquisitions, Asbury now operates through nine
geographically concentrated, individually branded "platforms."  
These platforms currently operate 95 retail auto stores,
encompassing 138 franchises for the sale and servicing of 35
different brands of American, European and Asian automobiles.
Asbury believes that its product mix includes one of the highest
proportions of luxury and mid-line import brands among leading
public U.S. automotive retailers.  The Company offers customers an
extensive range of automotive products and services, including new
and used vehicle sales and related financing and insurance,
vehicle maintenance and repair services, replacement parts and
service contracts.


ASBURY AUTOMOTIVE: Will Publish Third-Quarter Results on Oct. 30
----------------------------------------------------------------
Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest
automotive retail and service companies in the U.S., will release
its third quarter financial results before the market opens on
October 30, 2003.  Senior management, including Kenneth B. Gilman,
President and CEO, and J. Gordon Smith, Senior Vice President and
CFO, will host a conference call later that day, at 2:00 p.m.
Eastern Time.

The conference call will be simulcast live on the Internet and can
be accessed by logging onto http://www.asburyauto.comor  
http://www.ccbn.com  A replay will be available at these sites  
for 14 days.

In addition, a live audio of the call will be accessible to the
public by calling 877-234-1973 (domestic), or 973-582-2732
(international); no access code is necessary.  Callers should dial
in approximately 5-10 minutes before the call begins.

A conference call replay will be available one hour following the
call for 14 days and can be accessed by calling 877-519-4471
(domestic), or 973-341-3080 (international); access code 4236413.

Asbury Automotive Group, Inc. (S&P, BB- Corporate Credit Rating,
Stable), headquartered in Stamford, Connecticut, is one of the
largest automobile retailers in the U.S., with 2002 revenues of
$4.5 billion.  Built through a combination of organic growth and a
series of strategic acquisitions, Asbury now operates through nine
geographically concentrated, individually branded "platforms."  
These platforms currently operate 92 retail auto stores,
encompassing 132 franchises for the sale and servicing of 35
different brands of American, European and Asian automobiles.
Asbury believes that its product mix includes one of the highest
proportions of luxury and mid-line import brands among leading
public U.S. automotive retailers.  The Company offers customers an
extensive range of automotive products and services, including new
and used vehicle sales and related financing and insurance,
vehicle maintenance and repair services, replacement parts and
service contracts.


ATLANTIC STEEL: Commences Chapter 7 Liquidation Proceedings
-----------------------------------------------------------
Ivaco Inc.'s wholly-owned subsidiary, Atlantic Steel Company and
all of its own subsidiaries, including Sivaco Georgia LLC and
Ivaco Steel Processing (New York) LLC filed under Chapter 7 of the
U.S. Bankruptcy Code.

"These companies were no longer active and this action was taken
as part of our overall restructuring process", said Gordon
Silverman, President and Chief Executive Officer.

Ivaco, which is currently operating under the protection of the
Companies' Creditors Arrangement Act is in the course of preparing
a plan of restructuring to return its core businesses to
profitability.

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


BOWATER INC: Expects Sequentially Higher Third Quarter Net Loss
---------------------------------------------------------------
Bowater Incorporated (NYSE: BOW) expects a third quarter loss of
$0.85 to $0.95 per share before gains on asset sales, severance
charges and foreign exchange. This corresponds to a second quarter
loss of $0.86 per share before these items.

Compared to the second quarter, improvements in newsprint, coated
paper and lumber prices were offset by lower market pulp pricing
and higher costs at the Catawba, South Carolina mill. This site
incurred additional costs associated with the third quarter start-
up of its fiberline and the second quarter conversion of its
newsprint machine to coated groundwood papers.

The reported net loss for the third quarter is expected to be
$0.80 to $0.90 per share as compared to a reported net loss of
$0.45 per share in the second quarter.

Bowater Incorporated (S&P, BB+ Corporate Credit Rating, Stable),
headquartered in Greenville, SC, is a leading producer of
newsprint and coated groundwood papers. In addition, the company
makes uncoated groundwood papers, bleached kraft pulp and lumber
products. The company has 12 pulp and paper mills in the United
States, Canada and South Korea and 13 North American sawmills that
produce softwood lumber. Bowater also operates two facilities that
convert a groundwood base sheet to coated products. Bowater's
operations are supported by approximately 1.4 million acres of
timberlands owned or leased in the United States and Canada and 32
million acres of timber cutting rights in Canada. Bowater is one
of the world's largest consumers of recycled newspapers and
magazines. Bowater common stock is listed on the New York Stock
Exchange, the Pacific Exchange and the London Stock Exchange. A
special class of stock exchangeable into Bowater common stock is
listed on the Toronto Stock Exchange (TSE:BWX).


BOWNE & CO.: Publishes Updated Public Company Guidebook
-------------------------------------------------------
Bowne & Co., Inc. (NYSE: BNE), the world's largest financial
printer and leading EDGAR filer, has published an updated,
complimentary guidebook for directors and executives of publicly-
traded companies.

The Public Company Handbook (2nd Edition) authored by Stewart M.
Landefeld, Andrew B. Moore, Katherine Ann Ludwig and other
contributing authors of the law firm of Perkins Coie LLP in
cooperation with Bowne, provides an overview of corporate
governance rules and regulations enforced by applicable regulatory
bodies, as well as guidelines for best practices regarding
corporate governance.

"2003 marks the first full year that publicly-traded companies
have had to deal with various reforms associated with Sarbanes-
Oxley, as well as other new disclosure regulations. Bowne works
closely with publicly traded companies to help them comply with
the rapid changes in SEC regulations and stock exchange
requirements. In addition, Bowne staff members are experts in the
field, a number having been former government agency personnel,
securities lawyers and corporate executive management," explained
Reed Smith, President of Bowne Financial Print.

"As a leader in the regulatory and compliance space, Bowne is
committed to partnering with leading law firms, such as Perkins
Coie, to provide our clients with the necessary resources they
need to meet the myriad regulations they face today," Smith
continued.

The Public Company Handbook (2nd Edition) specifically addresses:

-- What being a public company means

-- How the Sarbanes-Oxley Act of 2002 impacts public companies

-- New corporate governance guidelines after Sarbanes-Oxley

-- Plain English explanations of recent NYSE and NASDAQ
   regulations

-- New board of directors "best practices"

-- The emerging role of the Compensation and
   Nominating/Governance/Disclosure Committees

-- New CEO and CFO certifications and disclosure practices

-- Navigating "Regulation G" and the revised Form 8-K

-- "Practical Tips" for applying new initiatives

-- How to avoid "Traps for the Unwary"

-- Updated public disclosure and "Regulation FD" tips, practices
   and regulations

-- Newly changed insider reporting requirements

-- Securities and corporate governance litigation update

-- Delisting, deregistration and going private

-- New calendar for annual meetings that includes NYSE, NASDAQ and
   Sarbanes-Oxley requirements

-- Simple chart of principal Sarbanes-Oxley effective dates

Directors and public company executives, investment bankers, in-
house counsel, outside lawyers and accountants -- in fact anyone
who needs to know the obligations of a public company under U.S.
corporate governance laws, rules and regulations -- will find
relevant up-to-date information in this easy-to-use guide.

Bowne & Co., Inc., founded in 1775, is a global leader in
providing high-value solutions that empower our clients'
communications.

* Bowne Financial Print: The most comprehensive array of
  transactional and compliance-related services to create, manage,
  translate and distribute mission-critical documents.

* Bowne Enterprise Solutions: Digital printing and electronic
  delivery of personalized communications that enable companies to
  strengthen relationships and increase market leadership.

* Bowne Business Solutions: A full array of outsourcing services
  in word processing, desktop publishing, information technology,
  litigation resource management and office document services.

* Bowne Global Solutions: A broad range of localization services,
  which help companies adapt communications developed in one
  country to meet the social, cultural and business requirements
  for successful distribution in another.

Bowne & Co. (S&P, B+ Corporate Credit Rating, Stable Outlook)
combines all of these capabilities with superior customer service,
new technologies, confidentiality and integrity to manage,
repurpose and distribute a client's information to any audience,
through any medium, in any language, anywhere in the world. For
more information, visit http://www.bowne.com  


CENTERPULSE AG: New Board of Directors Now In Place
---------------------------------------------------
At an extraordinary general meeting of Centerpulse AG the Board of
Directors has been fully reconstituted subsequent to the purchase
of Centerpulse by Zimmer Holdings, Inc., which holds 98.7 percent
of Centerpulse's outstanding share capital. The former members Max
Link, Johannes Randegger, Rolf Water, Ren, Braginsky, Steffen Gay
and Larry L. Mathis have been replaced.

The new Board consists of J. Raymond Elliott, Chairman and CEO of
Zimmer Holdings, Inc., and attorneys Robert Furter, Jakob Hohn and
Christian Roos.
    
Centerpulse's subsidiaries develop, produce, and distribute
medical implants and biological materials for orthopedic, spinal
and dental markets worldwide. The product array includes
artificial joints, dental implants, spinal implants and
instrumentation.

As reported in the Troubled Company Reporter's October 6, 2003
issue, Standard & Poor's Ratings Services withdrew its 'BB' long-
term corporate credit ratings on Centerpulse Ltd. and its 'BB'
bank loan rating on related entity Centerpulse Orthopedics Inc.
     
This follows the completion of the $3.2 billion acquisition of
Centerpulse by U.S.-based Zimmer Holdings Inc. (BBB/Stable/--), a
leading orthopedic implant manufacturer. Subsequently, all
outstanding debt at Centerpulse was repaid.


CEPHALON: Gets Nod to Expand Modafinil Use in Germany & Ireland
---------------------------------------------------------------
Cephalon, Inc. (Nasdaq: CEPH) has received authorization from the
Federal Institute for Drugs and Devices and the Irish Medicines
Board to market modafinil tablets in Germany and the Republic of
Ireland, respectively, for the treatment of excessive daytime
sleepiness associated with obstructive sleep apnea/hypopnea
syndrome.

Both approvals include the adjunctive use of modafinil in patients
who are receiving adequate treatment for their OSA/HS with
standard therapy continuous positive airway pressure.  Modafinil
is marketed under the trade name VIGIL(R) in Germany and under the
trade name PROVIGIL(R) in Ireland.

"Modafinil is an important component of our European business, and
these approvals and our label expansion strategy will contribute
to our growing presence in the European market," said John Dawson,
Vice President, Pharmaceutical Operations Europe.

                             Modafinil

Modafinil is the first in a new class of wake-promoting agents
believed to work selectively through the sleep/wake centers to
activate the cortex of the brain.  The drug is currently approved
in more than 20 countries for the treatment of excessive daytime
sleepiness associated with narcolepsy.

In December of 2002, PROVIGIL was approved to treat excessive
daytime sleepiness in patients with obstructive sleep
apnea/hypopnea syndrome in the UK.

On September 25, 2003, the Peripheral and Central Nervous System
Advisory Committee of the U.S. Food and Drug Administration
recommended to expand the label for PROVIGIL (modafinil) [C-IV]
beyond its current indication for excessive daytime sleepiness
associated with narcolepsy.  The FDA is expected to determine the
precise language of the modified label for PROVIGIL by year-end.

In controlled clinical trials, modafinil has been found to be
generally well tolerated with a low incidence of adverse events
relative to placebo. The most commonly observed adverse events
associated with the use of modafinil were headache, infection,
nausea, nervousness, anxiety and insomnia.

          Obstructive Sleep Apnea/Hypopnea Syndrome

Obstructive sleep apnea/hypopnea syndrome is a serious and
potentially life-threatening sleep disorder affecting four percent
of middle-aged men and two percent of middle-aged women.  
Individuals with obstructive sleep apnea/hypopnea syndrome
experience frequent awakenings throughout the night as a result of
blockage of the airway during sleep.  This disruption of sleep
leads to excessive daytime sleepiness causing many people to doze
off repeatedly throughout the day -- at their jobs and at home.

The most commonly used standard treatment is continuous positive
airway pressure.  A nasal CPAP device can prevent airway closure
while in use and therefore is used to treat the underlying
disorder.  Despite treatment of the underlying disorder, many
patients continue to experience residual excessive sleepiness and
may be candidates for modafinil.

Founded in 1987, Cephalon, Inc. (S&P, B+ Corporate Credit Rating,
Positive) is an international biopharmaceutical company dedicated
to the discovery, development and marketing of innovative products
to treat sleep and neurological disorders, cancer and pain.

Cephalon currently employs approximately 1,400 people in the
United States and Europe.  U.S. sites include the company's
headquarters in West Chester, Pennsylvania, and offices and
manufacturing facilities in Salt Lake City, Utah.  Cephalon's
major European offices are located in Guildford, England,
Martinsried, Germany, and at Maisons-Alfort, France.

The company currently markets three proprietary products in the
United States:  PROVIGIL, GABITRIL(R) (tiagabine hydrochloride)
and ACTIQ(R) (oral transmucosal fentanyl citrate) [C-II] and more
than 20 products internationally.  Further information about
Cephalon and full prescribing information on its U.S. products is
available at http://www.cephalon.com


CHAMPIONLYTE: Arranges for New Headquarters In Pompano Beach, FL
----------------------------------------------------------------
ChampionLyte Holdings, Inc. (OTC Bulletin Board: CPLY) has
obtained new office space at 3450 Park Central Blvd. North,
Pompano Beach, Fla. for its two subsidiaries, ChampionLyte
Beverages, Inc. and The Old Fashioned Syrup Company, Inc.

Currently, ChampionLyte Beverages has office space in Miami-Dade
and West Palm Beach Counties.

The Old Fashioned Syrup Company recently rejoined ChampionLyte
Holdings, Inc. after the Company sued alleging that the Syrup
Company ownership was illegally transferred.

"With our aggressive growth plans for our Old Fashioned Syrup
Company and ChampionLyte sports drink subsidiaries, and new Syrup
Company employees, we need to consolidate our offices," said David
Goldberg, ChampionLyte Holdings, Inc. president. "We are also
consolidating offices to encourage synergy between the two
subsidiaries, which offer products for an increasingly health-
conscious consumer base.

Goldberg also said that now that the Company has substantially
completed its reorganization and turnaround, it no longer needs to
be subletting space from Knightsbridge Capital, the architect of
the Company's resurgence.

The Old Fashioned Syrup Company, which historically accounts for a
substantial percentage of ChampionLyte Holdings, Inc. revenues,
markets three flavors of sugar-free, fat-free syrups -- chocolate,
vanilla and strawberry -- to more than 20,000 outlets including
Gourmet Foods, Kroger, Public, Winn-Dixie, Bi-Lo, Ship Rite and
Albertsons.

ChampionLyte Products, Inc. manufactures and markets
ChampionLyte(R), the first completely sugar-free entry in the
multi-billion dollar isotonic sports drink market.  It is the only
sports drink with no sugar, calories, sorbitol, saccharin,
aspartame, caffeine or carbonation. The reformulated product is
now sweetened with Splenda(TM), the trade name for Sucralose
produced by McNeil Nutritionals, a Johnson & Johnson company.

ChampionLyte(R) is sold throughout the east coast of the United
States through distributorships that include American Body
Building, Organica, Kahuna, Alldiet, Bull Dog, JAMB Supply,
Provident and Diet Source.

ChampionLyte Holdings, Inc. is a fully reporting public company
whose shares are quoted on the OTC Bulletin Board under the
trading symbol CPLY. Its recently formed beverage division,
ChampionLyte Beverages, Inc., a Florida corporation, manufactures,
markets and sells ChampionLyte(R), the first completely sugar-free
entry into the multi-billion dollar isotonic sports drink market.  
The Old Fashioned Syrup Company subsidiary manufactures,
distributes and markets three flavors of sugar-free syrups.  The
products are sold in more than 20,000 retail outlets including
some of the nation's largest supermarket chains, i.e. Publix,
ShopRite, etc.

                         *     *     *

On June 25, 2003, Radin Glass & Co, LLP was dismissed as the
independent auditor for Championlyte Holdings Inc. and Massella
Roumbos LLP was appointed as the new independent auditor for the
Company.

Radin Glass & Co, LLP 's report on the financial statements for
the year ended December 31, 2002 contained an explanatory
paragraph reflecting an uncertainty because the realization of a
major portion of the Company's assets is dependent upon its
ability to meet its future financing requirements and the success
of future operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.


CHANNEL MASTER: Wants Nod to Hire Ordinary Course Professionals
---------------------------------------------------------------
Channel Master Holdings, Inc., and its debtor-affiliates are
asking for permission from the U.S. Bankruptcy Court for the
District of Delaware to continue the employment of the
professionals they utilize in the ordinary course of their
businesses.  

The Debtors' and their employees, in the day-to-day and ordinary
course of performance of their duties, regularly call upon certain
professionals, including attorneys, brokers, environmental
consultants and other professionals, to assist them in carrying
out their assigned responsibilities.

David B. Stratton, Esq., at Pepper Hamilton LLP reasons that
because of the magnitude and breadth of the Debtors' businesses
and the geographic diversity of the professionals regularly
retained by the Debtors, it would be costly, time-consuming and
administratively cumbersome for the Debtors and this Court to
require each Ordinary Course Professional to apply separately for
approval of its employment and compensation.

The Debtors also submit that the uninterrupted service of the
Ordinary Course Professionals is vital to the Debtors' continuing
operations and its ultimate ability to reorganize. The Debtors
accordingly request authority to retain, employ and pay the
Ordinary Course Professionals without further order of the Court.

Mr. Stratton further assures the Court that the Ordinary Course
Professionals will not be involved in the administration of these
chapter 11 cases, but will provide services in connection with the
Debtor's ongoing business operations and the resolution of any
related operational difficulties.

In this regard, no Ordinary Course Professional will be paid in
excess of $25,000 per month for services rendered to the Debtors
without the Debtors first receiving an order of the Court
authorizing such payment.

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.


CHEVY'S INC: Files for Voluntary Chapter 11 Reorganization
----------------------------------------------------------
Chevys Incorporated, the parent company of Chevys Fresh Mex(R)
restaurants, Fuzio Universal Pasta(R), and Rio Bravo restaurants,
has filed a voluntary petition to reorganize under Chapter 11 of
the US Bankruptcy Code.

Chevys President and CEO Ron Maccarone said, "Chevys core business
of seventy-seven Company owned Fresh Mex(R) restaurants and forty
franchised restaurants continues to produce strong cash flows. Our
Fuzio Universal Pasta(R) system with nine restaurants also
generates strong operating results."

Maccarone said further, "We have had continuous problems with the
Rio Bravo Restaurant acquisition which Chevys purchased in 1999.
The Chain of thirty-seven Company owned restaurants, was located
primarily in the Southeastern United States. Unfortunately, those
restaurants performed poorly since the acquisition, placing a
significant drain on our resources and eventually necessitating
their closure. After exhausting a number of different financial
alternatives, reorganization under Chapter 11 became the most
viable option to expunge Rio Bravo liabilities and to restructure
our Balance Sheet. The Company that emerges from Chapter 11 will
be smaller in terms of locations, but much stronger in terms of
cash flow and operating flexibility."

Maccarone concluded, "At Chevys and Fuzio we pride ourselves on
the food we put on the plate and the service and friendly
atmosphere we create for our customers. That has always been our
highest priority and will continue to be the way we operate our
restaurants. I have the utmost confidence in that our employees,
who are among the best in the industry, will continue to deliver
on these core values."


CHEVYS INC: Voluntary Chapter 11 Case Summary
---------------------------------------------
Lead Debtor: Chevys, Inc.
             2000 Powell St. #200
             Emeryville, California 94608
             aka Chevys Mexican Restaurant, Inc.
             aka Chevys Fresh Mex
             aka Chevys Mexican Restaurants

Bankruptcy Case No.: 03-45879

Debtor affiliates filing separate chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Chevys Holdings, Inc.                      03-45882
        Chevys New York, Inc.                      03-45883
        Chevys of Greenbelt, Inc.                  03-45886
        Chevys of Parsippany, Inc.                 03-45889
        Rio Bravo Acquisitions, Inc.               03-45891

Type of Business: The company operates and franchises more than
                  170 restaurants in about 20 states, mostly its
                  flagship Chevys Fresh Mex and Rio Bravo chains.

Chapter 11 Petition Date: October 10, 2003

Court: Northern District of California (Oakland)

Judge: Randall J. Newsome

Debtors' Counsel: Michael I. Gottfried, Esq.
                  McDermott, Will and Emery
                  2049 Century Park E 34th Floor
                  Los Angeles, CA 90067-3208
                  Tel: 310-277-4110


COEUR D'ALENE MINES: Will Publish 3rd-Quarter Results on Oct. 23
----------------------------------------------------------------
Coeur D'Alene Mines Corporation (NYSE: CDE) will report its third
quarter results on Thursday, October 23, 2003.  There will be a
conference call that day at 1:00 p.m. Eastern time.

    Dial-In Numbers:  888-423-3276 (US)
                      651-291-0618 (International)

The conference call and presentation will also be simultaneously
webcast on the Company's Web site http://www.coeur.com

Hosting the call will be Dennis E. Wheeler, Chairman and Chief  
Executive Officer of the Company, who will be joined by Robert
Martinez, President and Chief Operating Officer, James A. Sabala,
Executive Vice President and Chief Financial Officer and Dieter A.
Krewedl, Senior Vice President of Exploration. Participants should
call in at least five minutes prior to the conference start time
and will be asked to provide their name and company.

A replay of the call will be available through Thursday,
October 30, 2003. The replay dial-in numbers are 800-475-6701 (US)
and 320-365-3844 (International) and the access code is 701799.  
In addition, the call will be archived on the Company's Web site
in the Investor Relations Section.

Coeur d'Alene Mines Corporation (S&P, CCC Corporate Credit Rating,
Positive) is the world's largest primary silver producer, as well
as a significant, low-cost producer of gold.  Coeur has mining
interests in Nevada, Idaho, Alaska, Argentina, Chile and Bolivia.


COMMERCIAL RESECURITIZATION: Fitch Rates Class B Notes at BB
------------------------------------------------------------
Fitch rates Commercial Resecuritization Trust 2003-ABC3 as
follows:

     --$80 million class A notes 'BBB-';
     --$15 million class B notes 'BB'.

The class B notes are subordinated to the class A notes. The
ratings address the likelihood of investors receiving principal on
or before the legal final maturity in February 2013.

The assets of Commercial Resecuritization Trust 2003-ABC3 consist
primarily of $443.6 million subordinated trust certificates
representing 100% of the equity interests in Commercial
Resecuritization Trust 2001-ABC2. The assets of Commercial
Resecuritization Trust 2001-ABC2 consist primarily of varying
percentage interests in non-investment grade subordinated
commercial mortgage-backed pass-through certificates.
Additionally, approximately $98 million in non-investment grade
subordinated commercial mortgage-backed pass-through certificates
are being deposited into the ARCap Resecuritization Trust 2003.

The ratings are based on the overcollateralization within the
structure and the liquidation procedures should a market value
trigger be breached.

Fitch rates by face amount 91.5% of the CMBS transactions where
one or more certificates are rated by Fitch, of which Fitch
explicitly rates 60.3% of the underlying certificates contributed
as collateral.


CONCENTRA OPERATING: Completes Exchange Offer for Sr. Sub. Notes
----------------------------------------------------------------
Concentra Operating Corporation announced the final results of its
offer to exchange $150,000,000 aggregate principal amount of its
outstanding 9-1/2% Senior Subordinated Notes due 2010 for
$150,000,000 aggregate principal amount of its 9-1/2% Senior
Subordinated Notes due 2010, which have been registered under the
Securities Act of 1933.

The exchange offer expired Thursday at 5:00 p.m., New York City
time. Based on the final count by the exchange agent, 100% of the
$150,000,000 aggregate principal amount of the outstanding Old
Notes was tendered for exchange.

Concentra (S&P, B+ Corporate Credit Rating, Negative),
headquartered in Addison, Texas, the successor to and a wholly
owned subsidiary of Concentra Inc., provides services designed to
contain healthcare and disability costs and serves the
occupational, auto and group healthcare markets.


COUNCILL CRAFTSMEN: Brings-In Allman Spry as Bankruptcy Counsel
---------------------------------------------------------------
Councill Craftsmen, Inc., sought and obtained approval from the
U.S. Bankruptcy Court for the Middle District of North Caroline to
employ and retain Allman Spry Legget & Crumpler, PA to serve as
its counsel in this chapter 11 proceeding.

R. Bradfort Leggett, an Officer and Director of Allman Spry
submits that his firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.  Allman Spry,
the Debtor asserts, has the expertise in the representation of
financially troubled businesses in connection with chapter 11
bankruptcy proceedings and is well qualified to represent the
Debtor in this Chapter 11 case.

Allman Spry's engagement will include the development and
negotiation of possible financial workout scenarios and, if
necessary, preparation for the institution of and prosecution of a
Chapter 11 proceeding under the Bankruptcy Code.

The professionals principally engaged in this retention and their
current hourly rates are:

          R. Bradforf Legget        $265 per hour
          C. Edwin Allman, III      $240 per hour
          paralegal                 $ 75 per hour

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


CRESCENT REAL: Teams-Up with JPMorgan Fleming to Acquire Office
---------------------------------------------------------------
Crescent Real Estate Equities Company (NYSE:CEI) has partnered
with a fund managed by JPMorgan Fleming Asset Management in the
acquisition of One BriarLake Plaza, a 20-story, 502,000 square
foot Class A office building located in the Westchase submarket of
Houston, Texas.

Constructed in 2000, One BriarLake Plaza is currently 89% occupied
to a predominantly blue chip customer base within a broad industry
mix.

Under the joint-venture arrangement, JPMorgan Fleming has a 70%
interest in the property, while Crescent has a 30% interest and
has been retained to provide management and leasing services to
the venture. Details about the transaction will be disclosed in
Crescent's third quarter 10Q to be filed by November 15, 2003.

John C. Goff, Chief Executive Officer, commented, "This
transaction marks our eighth office joint venture, for a total of
approximately $825 million in value. It is our third office joint
venture with JPMorgan Fleming, following the 5 Houston Center
development in downtown Houston and more recently, Miami Center in
Miami, which was previously wholly-owned by Crescent. Both
Crescent and JPMorgan Fleming are firm believers in the long-term
growth prospects of the Houston office market. We find One
BriarLake Plaza particularly compelling since it was acquired at
an attractive discount to replacement cost and within a strong
submarket of Houston. We will continue to look for office
investment opportunities where we can leverage Crescent's award-
winning leasing and management expertise."

Crescent Real Estate Equities Company (NYSE:CEI) is one of the
largest publicly held real estate investment trusts in the nation.
Through its subsidiaries and joint ventures, Crescent owns and
manages a portfolio of 74 premier office properties totaling 29.7
million square feet located primarily in the Southwestern United
States, with major concentrations in Dallas, Houston, Austin and
Denver. In addition, the Company has investments in world-class
resorts and spas and upscale residential developments.

                         *    *    *

As previously reported in Troubled Company Reporter, Standard &
Poor's affirmed its ratings on Crescent Real Estate Equities
Co., and Crescent Real Estate Equities L.P., and removed them
from CreditWatch, where they were placed on Jan. 23, 2002.  The
outlook remains negative.

          Ratings Affirmed And Removed From CreditWatch

     Issue                           To            From

Crescent Real Estate Equities Co.
  Corporate credit rating            BB            BB/Watch Neg
  $200 million 6-3/4%
     preferred stock                 B             B/Watch Neg
  $1.5 billion mixed shelf   prelim B/B+   prelim B/B+/Watch Neg

Crescent Real Estate Equities L.P.
   Corporate credit rating           BB            BB/Watch Neg
   $150 million 6 5/8% senior
      unsecured notes due 2002       B+            B+/Watch Neg
   $250 million 7 1/8% senior
      unsecured notes due 2007       B+            B+/Watch Neg


CWMBS INC: Fitch Hatchets Class B-3 & B-4 Note Ratings to B/C
-------------------------------------------------------------
Fitch has taken rating actions on the following CWMBS (Countrywide
Home Loans), Inc. residential mortgage-backed certificates:

CWMBS (Countrywide Home Loans), Inc., mortgage pass-through
certificates, series 2001-10, ALT 2001-6

     -- Class A affirmed at 'AAA';

     -- Class M affirmed at 'AA+';

     -- Class B-1 affirmed at 'A';

     -- Class B-2 affirmed at 'BBB';

     -- Class B-3 downgraded to 'B' from 'BB' and removed from
        Rating Watch Negative;

     -- Class B-4 downgraded to 'C' from 'B' and removed from
        Rating Watch Negative.

The affirmations on the above classes reflect credit enhancement
consistent with future loss expectations.

The negative rating actions for the B-3 and B-4 classes are taken
due to the level of losses incurred, future loss expectations and
the high delinquencies in relation to the applicable credit
support levels as of the September 2003 distribution date.


DATA TRANSMISSION: Wants Consent to Hire Paul Weiss as Attorneys
----------------------------------------------------------------
Data Transmission Network Corporation, together with its debtor-
affiliates is seeking permission from the U.S. Bankruptcy Court
for the Southern District of New York to employ Paul, Weiss,
Rifkind, Wharton & Garrison LLP as their bankruptcy counsel.

The Debtors relate that since July 2003, Paul Weiss has served as
restructuring counsel to them, assisting them with, among other
things, formulating and soliciting votes with respect to their
chapter 11 Plan. In this view, Paul Weiss has become familiar with
the Debtors' business and legal affairs. Furthermore, the
partners, counsel and associates of Paul Weiss who will advise the
Debtors in these cases have considerable knowledge and experience
in the field of bankruptcy law and debtors' and creditors' rights,
including insolvencies, restructurings and business
reorganizations under chapter 11 of the Bankruptcy Code, as well
as in other areas of law related to these chapter 11 cases, such
as litigation, real estate, corporate law and tax law.

The professional services expected of Paul Weiss include:

     a) advising the Debtors with respect to their powers and
        duties as debtors and debtors in possession in the
        continued management and operation of their business and
        properties;

     b) attending meetings and negotiating with representatives
        of creditors and other parties in interest and advising
        and consulting on the conduct of the cases, including
        all of the legal and administrative requirements of
        operating in chapter 11;

     c) taking all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions
        commenced under the Bankruptcy Code on their behalf, and
        objections to claims filed against the estates;

     d) preparing on behalf of the Debtors all motions,
        applications, answers, orders, reports and papers
        necessary to the administration of the estates;

     e) taking any necessary action on behalf of the Debtors to
        obtain confirmation of the Debtors' Plan;

     f) appearing before this Court, any appellate courts, and
        the U.S. Trustee, and protecting the interests of the
        Debtors' estates before such courts and the U.S.
        Trustee; and

     g) performing all other legal services in connection with
        these chapter 11 cases.

Paul Weiss' billing rates currently range from:

          partners             $525 to $725 per hour
          counsel              $495 to $525 per hour
          associates           $260 to $485 per hour
          paraprofessionals    $140 to $190 per hour

The attorneys who will have primary responsibility for
representing the Debtors are:

          Jeffrey D. Saferstein       $600 per hour
          Penny L. Dearborn           $440 per hour
          Katarina Lawergren          $365 per hour
          Lori E. Chasen              $330 per hour

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.


DELTAGEN: Drug Research Facility Slated for Auction in N. Calif.
----------------------------------------------------------------
AuctioNet -- http://www.AuctioNet.com-- announced the live and  
online Bidcast auction of the surplus IT infrastructure that
powered Deltagen's new (Completed in February of 2003) 132,000 sq.
ft Genomics facility as well as their renowned drug discovery
tools DeltaBase and DeltaOne.

An extensive amount of BioTech and BioMed Research and Lab
equipment will also be offered at the auction events on October 15
and 16, 2003 in Redwood City, California. These live and online
auction events are approved by order of the U.S. Bankruptcy Court,
Northern California.

The proprietary IT infrastructure created by Deltagen for its high
throughput gene knockout program supported some 200,000
experiments per year spanning more than 50 experimental protocols
including 180 GB of image data per year. Systems were Microsoft
Web-based and Oracle database-backed and distributed across
multiple physical sites. The platform was used both internally for
automated and manual data collection and externally as a web data
interface. Operating consistently for more than three years, the
platform was extremely stable, scalable, and flexible enough to
accommodate rapidly changing scientific needs. Dell, Cisco, Sun,
Compaq, HP, Extreme Networks hardware provided the majority of the
hardware infrastructure in combination with an EMC storage area
network (SAN) and state-of-the-art networking fabric.

These auctions showcase state of the art Information Technology
equipment biotech/biomedical research and lab equipment, test
equipment, optical inspection equipment and executive office
furnishings. Included in these auction events are Inverted Leica
and Olympus scopes for Micro-Injection, Getinge-Castle sterilizers
and tunnel washers, ABI 3100 DNA Sequencers, Agilent Gene Array
Scanners, Applied Biosystems GeneAmp PCR 9700's, Beckman Coulter
Centrifuges, Zeiss, Nikon and Leica microscopes.

"We have brought a veritable "Who's Who" of top-notch Research
organizations through the facility and virtually every one of them
have been flabbergasted by the quality and condition of the
equipment," said Nuri Otus, CEO of AuctioNet. "The Server and
Network rooms impressed the Scientists, due to the quality and
quantity of high-end IT equipment."

The Deltagen live auction events are scheduled for October 15th
and 16th and will be held at Deltagen's 700B Bay Rd, Redwood City,
CA facility. Preview of the equipment will be held at the same
location on October 13th and 14th. The live auction event will
also be featured on eBay's Business & Industrial Live Online
Auctions. More information about the sale can be found online at
http://www.auctionet.comor by calling AuctioNet's hotline 800-
638-6880. Buyers can also register for the BidCast at
http://www.auctionet.com/register  

AuctioNet, Inc. is a leading international specialty auctioneer
and liquidator offering capital recovery services and asset
valuations. The company specializes in remarketing high technology
equipment and inventories, as well as complete facility auctions.

Founded in 1995, AuctioNet's services include auction sale value
analysis, inventory relocation, leased equipment analysis and
reconciliation, onsite auctions, online auctions, auction
BidCasts, orderly liquidations, and sealed-bid sales. AuctioNet's
clients include crisis management firms, financial institutions,
venture capital firms, asset-based lenders and secured lenders.

The assets will be sold through an ongoing orderly liquidation, as
well as a two-day auction live and online Bidcast on October 15th
and 16th, 2003. Buyers will be able to bid in-person or online.
Detailed preview information, asset catalog, and online bidding
instructions are available at http://www.AuctioNet.com  

Deltagen is a leading provider of drug discovery tools and
services to the biopharmaceutical industry. Deltagen offers a
suite of programs designed to enhance the efficiency of drug
discovery including access to biological models, drug interaction
and metabolism technologies and validated small molecule targets.


DIGITALNET HOLDINGS: Launches IPO of 5 Million of Shares
--------------------------------------------------------
DigitalNet Holdings, Inc., a provider of managed network services,
information security solutions, and application development and
integration services to U.S. defense, intelligence, and civilian
federal government agencies, announced its initial public offering
of 5,000,000 newly issued shares of common stock at a price of
$17.00 per share.

The shares are being offered by an underwriting group managed by
Citigroup Global Markets Inc. and UBS Investment Bank and co-
managed by Legg Mason Wood Walker, Incorporated and Raymond James.
DigitalNet has granted the underwriters an option to purchase an
additional 750,000 shares of common stock to cover over-allotments
DigitalNet's common stock will begin trading tomorrow morning on
the Nasdaq National Market.

Copies of the final prospectus relating to the offering may be
obtained from Citigroup, Brooklyn Army Terminal, 140 58th Street,
8th floor, Brooklyn, NY 11220, (718) 765-6732 or from UBS
Securities LLC, ECMG Syndicate, 299 Park Avenue, New York, NY
10171, (212) 713-8802.

A registration statement relating to these securities was filed
and declared effective by the Securities and Exchange Commission
on October 9, 2003.

As previously reported, DigitalNet Inc. (B+/Positive/--) filed an
$86 million initial public offering with the SEC. Proceeds would
be used to pay off about $48 million in debt and for general
corporate purposes. Standard & Poor's Ratings Services did not
expect this to have an effect on DigitalNet's ratings. Although
this transaction, if completed, would improve DigitalNet's
financial profile, the company already had a moderate debt burden
for its rating.

DigitalNet's ratings outlook remains positive. Ratings could be
raised over the longer term as the company increases its business
base and demonstrates sustained balance-sheet improvement.


DJ ORTHOPEDICS: S&P Rates New $130-Million Credit Facility at B+
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' senior
secured debt rating to dj Orthopedics Inc.'s proposed $130 million
credit facility, consisting of a $105 million term loan and a $25
million revolving credit facility maturing in 2008 and 2009,
respectively.

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

Proceeds from the new credit facility are expected to fund the $93
million purchase of the bone growth stimulation devices business
from OrthoLogic Corporation.

The outlook has been revised to positive from stable, indicating
Standard & Poor's expectation that the completed transaction will
allow dj to expand its focus and diversify its revenue stream.
     
After the acquisition, total debt outstanding will be
approximately $180 million.
     
"The speculative-grade rating continues to reflect the company's
niche position in orthopedic devices, its highly leveraged capital
structure, and competition from well-entrenched larger companies
in its newly acquired business line," said Standard & Poor's
credit analyst Jordan C. Grant.
     
Vista, Calif.-based dj Orthopedics manufactures a broad line of
orthopedic rehabilitation products, including rigid-knee braces,
soft goods, and specialty items, in addition to other orthopedic
devices. The company has a respectable track record of new product
development and enhancements, and its products are generally well
regarded within the industry. As a result, the company has
developed longstanding customer relationships and maintained high
supplier retention rates. These factors, along with the company's
leading 19% share in its core rehabilitation markets, have
resulted in a measure of revenue predictability.

Still, the company is concentrated in a niche business with a
relatively small sales base, so it is vulnerable to uncertainty in
product demand and reimbursement. dj's acquisition of a BGS
platform should help to diversify the company's revenue stream and
position it in the bone growth stimulation market, which Standard
& Poor's expects to continue to grow in the low-20% area. However,
the company will continue to face ongoing pricing pressures as its
products and devices become more mature, thus increasing the
importance of proprietary product innovation. In addition, dj will
have to compete with larger companies Biomet and Smith & Nephew in
the BGS market.


DJ ORTHOPEDICS: Moody's Reviews Ratings For Possible Downgrade
--------------------------------------------------------------  
With approximately $115 million of debt securities affected,
Moody's Investors Service placed these ratings of dj Orthopedics,
LLC on review for possible downgrade:

     - Senior implied rating of B1;

     - Issuer rating of B2;

     - B1 rating on the $15.5 million guaranteed senior secured
       term loan due 06/30/2005;

     - B1 rating on the $25 million guaranteed senior secured
       revolving credit loan due 06/30/2005; and

     - B3 rating on the $75 million 12.625% guaranteed senior
       subordinated global notes due 06/15/2009.

Moody's cites that the review is prompted by the increase in debt
associated with the company's acquisition of the bone growth
stimulator assets of OrthoLogic Corporation. Dj Orthopedics plans
to finance the acquisition with senior bank debt.

Moody's review will focus on the company's ability to service the
additional debt. If the transaction proceeds as expected, it would
likely result in the downgrade of the company's senior implied
rating by one notch and the downgrade of its other ratings
accordingly, says Moody's.


DOMAN INDUSTRIES: Court-Appointed Monitor Files Report for Oct.
---------------------------------------------------------------
Doman Industries Limited announced that KPMG Inc., the Monitor
appointed by the Supreme Court of British Columbia under the
Companies Creditors Arrangement Act has filed with the Court its
report for the period ended October 8, 2003.

The report, a copy of which may be obtained by accessing the
Company's Web site -- http://www.domans.com-- or the Monitor's  
Web site -- http://www.kpmg.ca/doman-- contains selected  
unaudited financial information prepared by the Company for the
period.


DVI INC: Asset Auction Process Completed and Bids Being Examined
----------------------------------------------------------------
DVI, Inc. (OTC: DVIXQ) announced the auction of assets scheduled
for yesterday was conducted and completed.

The Company said that while a number of bids were received, it has
determined that the recovery for creditors may best be achieved by
working with its DIP lenders and other constituents to maximize
value through other means, all of which are being examined.

"Our primary objectives in filing for Chapter 11 were to stabilize
DVI's operations and increase the Company's cash position to give
us the time to assess strategic alternatives to obtain recovery
for creditors. To that end, we were able to maintain business
operations, arrange a needed DIP facility and organize a process
through which we could determine whether outside offers would
better maximize value for creditors," said Mark E. Toney, DVI CEO.
"Now that we have conducted the auction process, the key
constituents and the Company believe that the best way to maximize
creditor recovery may be through other means and we will continue
to work with the DIP lenders and the Creditors' Committee in the
coming weeks to push this process forward."

Toney said that the Company, its DIP lenders and the Creditors'
Committee were in discussions for developing an Asset Management
Plan which may include the selling of certain assets as well as
running-off some portfolios. In addition, the plan may include
further reductions in operating costs and professional fees
associated with the bankruptcy process as part of the overall
management of assets and effort to maximize recovery to creditors.

The Company also stated that it is highly unlikely that DVI's
equity holders will receive any recovery and it is highly likely
that the unsecured creditors could be significantly impaired.

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

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


ELBIT VISION: Shareholder Balks at Application for Arrangement
--------------------------------------------------------------
Hillel Avni, a shareholder in Elbit Vision Systems Ltd, which is
traded on NASDAQ in the United States (Nasdaq: EVSN), has filed an
objection in the Haifa District Court against the company's
application to convene a shareholders' meeting to approve an
arrangement in the context of the bankruptcy file initiated by
Elbit Vision Systems (Civil Application 11435/03; Bankruptcy File
485/03).

In his objection, Avni claims: "The main reason for this objection
is the fact that, as the objector will show below, the
'arrangement' whose approval is sought is not really an
arrangement, but is rather an exceptional transaction on the part
of the company with its controlling shareholder. That controlling
shareholder is currently seeking, by means of the application, to
bypass the restrictions imposed by the law on the approval of such
a transaction, in that he is seeking to have it approved as an
arrangement with the shareholders, for which the requirements are
much more lenient. Filing the application and presenting the
transaction with the controlling shareholders as an arrangement
with the shareholders constitutes an abuse of legal process and
involves a lack of good faith."

Hillel Avni, who is represented by Advocates Naomi Assia and Osher
Ben-Ezri from the Law Office of Naomi Assia & Co., was one of the
founders of Elbit Vision Systems, when it was established by
Elbit.

According to the objection filed by Avni, Nir Alon signed an
agreement to purchase the company from Elbit. Under the agreement,
Alon undertook to invest 3 million dollars in the company in two
stages; in each stage he would invest 1.5 million dollars for 1.5
million shares, at a price of 1 dollar per share. When the
agreement was signed, Alon invested 1.5 million dollars and
received the shares. Under the agreement, the date on which Alon
was supposed to complete his investment in the company and invest
an additional 1.5 million dollars was February 15, 2002, but
notwithstanding his undertaking, he did not do this.

On January 2, 2003, the company issued a press release that it was
about to complete an investment in the company in an amount of 700
thousand dollars, which would be raised from Alon, in exchange for
the purchase of 2 million ordinary shares of the company at a
price of 35 cents per share.

The objection states: "It is important to note that the new
investment, as described in the press release, is identical to the
'arrangement' that the company is seeking to have approved in its
application in this case, but it is totally different from Alon's
undertakings under the terms of the purchase."

In the application Avni adds: "From the press release issued by
the company on July 3, one can see that three members of the
company's Board of Directors (two of whom are external directors)
resigned from their office because of disputes with Alon regarding
the 'company's financing arrangements.' The objector subsequently
discovered that the three directors resigned from their office in
the company as a result of the demand that Alon complete his
investment in the company as he had undertaken and as a result of
his refusal to do so."


ELECTRIC MACHINERY: Agrees to Sell Assets to EarthFirst Tech.
-------------------------------------------------------------
EarthFirst Technologies, Incorporated (OTCBB:EFTI) has signed an
agreement to acquire Electric Machinery Enterprises, Inc.

EME is a seventy-year-old company based in Tampa, Florida. Its
principal businesses include providing electrical contracting
services both as a prime contractor and as a subcontractor,
electrical support for industrial and commercial buildings, power
generation stations, as well as water and sewage plants in the
United States and abroad. Through a wholly owned subsidiary (EME
General Contractors, Inc.), EME also constructs and services
towers used in the cellular telephone industry. EME Modular
Structures, Inc., another wholly owned subsidiary of EME, is
engaged in the construction of concrete modular buildings.

EME's financial statements for the six months ended June 30, 2003
reflect revenue of $31,021,000, and pre-tax profit of $635,000. As
of June 30, 2003, EME had $31,134,000 in assets and an equity book
value of $10,200,000. Based upon audited financial statements, EME
had Earnings Before Interest, Taxes, Depreciation and Amortization
of more than $13 million over the last 10 years, and is ranked
among the top 75 companies in its industry.

The transaction will be closed in connection with the confirmation
of a Chapter 11 Plan of Reorganization filed by EME last month.
The transaction will be consummated primarily with preferred
stock, resulting in minimal dilution to EFTI's common
shareholders.

EME's Chapter 11 filing in May 2003, was precipitated by an
adverse court decision on a disputed construction contract. EME
has appealed this ruling. Resolution of the matter is provided for
in EME's Plan of Reorganization.

John Stanton, EFTI Chairman, stated: "EME's work in power and
energy markets makes it an ideal operating company to serve as a
platform to commercialize certain of our technologies. EME has
been consistently profitable throughout its long history and
provides the 'critical mass' needed by EFTI."

EarthFirst Technologies, Incorporated and its subsidiaries --
http://www.earthfirsttech.com-- are dedicated to producing  
environmentally superior products from carbon-rich solid and
liquid materials currently considered wastes. The Company has
conducted more than four years of extensive research and
development on advanced technologies to achieve this goal.


EXIDE: Wants Solicitation Exclusivity Intact Until December 18
--------------------------------------------------------------
Exide Technologies and its debtor-affiliates need more time to
conclude the confirmation of their recovery plan and address any
matters that might arise during the Confirmation Hearing.  Thus,
the Debtors ask the Court to extend their exclusive period to
solicit acceptances of their Plan through and including December
18, 2003 pursuant to Section 1121(d) of the Bankruptcy Code.

The Debtors assure the Court that they are seeking an extension
in good faith.  They do not want to delay the administration of
their cases or to pressure their creditors to accept an
unsatisfactory plan.

The Debtors believe that no harm will come to their creditors if
the Solicitation Period is extended.  The Debtors have moved
their Chapter 11 cases forward while working with key
constituencies including the statutory committees and the
Prepetition Lenders.  The Debtors have filed what they strongly
feel is a viable reorganization Plan.  The Debtors' request is
intended to facilitate an orderly, efficient and cost-effective
solicitation process for the benefit of all creditors.

The Debtors believe that the additional time to solicit votes on
the Plan will result in a more efficient use of estate assets and
resources.  The Debtors anticipate that no further extensions
will be necessary.

The Court will convene a hearing on November 24, 2003 at 4:00
p.m. to consider the Debtors' request.  By application of
Del.Bankr.LR 9006-2, the Debtors' exclusive solicitation period
automatically extended through the conclusion of that hearing.
(Exide Bankruptcy News, Issue No. 31; Bankruptcy Creditors'
Service, Inc., 609/392-0900)

  
FEDERAL-MOGUL CORP: Seeks Disallowance of 49 Duplicate Claims
-------------------------------------------------------------
Federal-Mogul Corporation and its debtor-affiliates identified 49
proofs of claim that are duplicative of other claims filed by or
on behalf of the same claimant or filed against multiple Debtors,
but properly represent an obligation of only one of the Debtors.  

The Duplicate Claims include:

     Claimant                         Claim No.      Amount
     --------                         ---------      ------
     Commercial Oil Services Site        5978      $251,621
     Department of Treasury             10442     8,962,511
     Glacier Vandervell, Inc.            6633     8,588,738
     Gould Electronics, Inc.            10423     3,355,819
     Hartford Fire Insurance Company    10395        72,592
     Howard & Howard                      146        58,601
     Lake City Forge                    10480       101,193
     Marine Pollution Control Corp.      4347        14,662
     Packaging Corporation of America   10476        31,515
     State of Ohio                      10420    17,361,730
     TCF Leasing, Inc.                   4479        30,288

Laura Davis Jones, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub PC, in Wilmington, Delaware, contends that the Debtors
should not be required to pay twice on the same obligation or
debt.  Moreover, elimination of redundant claims will enable the
Claims Agent, The Garden City Group, Inc., to maintain a Claims
Register that more accurately reflects the claims asserted
against the Debtors.

At the Debtors' request, Court disallows and expunges the
Duplicate Claims in their entirety.

The Debtors maintain that any claimant holding a Duplicate Claim
will suffer no prejudice because the claimant's surviving claim
for the same liability and in the same amount would remain on the
Claims Register after the Duplicate Claim is expunged. (Federal-
Mogul Bankruptcy News, Issue No. 43; Bankruptcy Creditors'
Service, Inc., 609/392-0900)


FOAMEX INT'L: Names Raul Valdes-Fauli to Board of Directors
-----------------------------------------------------------
Foamex International Inc. (NASDAQ: FMXI), the leading manufacturer
of flexible polyurethane and advanced polymer foam products in
North America, announced that Raul Valdes-Fauli has been named to
the Foamex Board of Directors.

Marshall S. Cogan, chairman and founder of Foamex, said, "We are
very pleased to have Raul join our Board of Directors. His
extensive international and corporate law experience will be very
beneficial to Foamex as we continue to develop and broaden our
international operations."

Raul Valdes-Fauli said, "I am pleased to be joining the Foamex
Board and I look forward to assisting the company in the expansion
of its global operations."

Raul Valdes-Fauli, 60, is a partner at Steel Hector & Davis LLP,
where he specializes in international and corporate law. From 1979
to 2000, Mr. Valdes-Fauli was with Gunster Yoakley Valdes-Fauli &
Stewart, formerly Valdes-Fauli Bischoff Friss & Mandler prior to
its merger with Gunster Yoakley & Stewart in 1994. Prior to that,
Mr. Valdes-Fauli was a senior tax attorney with Creole Petroleum
Corporation in Caracas, Venezuela and he started his career as a
tax counsel with Standard Oil.

Mr. Valdes-Fauli received his bachelor's degree from Tulane
University, where he graduated with honors, and his J.D. from
Harvard University.

Mr. Valdes-Fauli has held numerous public service positions in
Coral Gables, Florida. He was Mayor from 1993 to 2001,City
Commissioner from 1985 to 1989 and Vice Mayor from 1987 to 1988.
Mr. Valdes-Fauli is a member of the New York State Bar Association
and Florida Bar Association. He chaired the Florida Bar
Association from 1979 to 1981 and is currently a member of its
international law committee. In addition, Mr. Valdes-Fauli is an
honorary consul of the Republic of El Salvador, the founder and
President of the Spain-U.S. Chamber of Commerce in Miami and the
founder of the Venezuelan-American Association of the U.S.

Foamex, headquartered in Linwood, PA, is the world's leading
producer of comfort cushioning for bedding, furniture, carpet
cushion and automotive markets. The Company also manufactures
high-performance polymers for diverse applications in the
industrial, aerospace, defense, electronics and computer
industries as well as filtration and acoustical applications for
the home. For more information visit the Foamex Web site at
http://www.foamex.com  

At June 29, 2003, Foamex's balance sheet shows a total
shareholders' equity deficit of about $190 million.


GARTNER INC: Completes Conversion of Notes into Common Stock
------------------------------------------------------------
Gartner, Inc. (NYSE:IT) (NYSE:ITB), the world's leading technology
research and advisory firm, has completed the previously announced
conversion into common stock of the $300 million original face
amount of 6% convertible subordinated notes held by Silver Lake
Partners and other noteholders.

The notes were converted into approximately 49.4 million shares of
Gartner Class A common stock. The conversion completely eliminates
Gartner's debt and will have no negative effect on reported
diluted earnings per share, as the shares issued already had been
factored into the Company's fully diluted EPS calculations.

"The conversion of the notes leaves Gartner with a significantly
stronger balance sheet and greater financial flexibility," stated
Michael D. Fleisher, Gartner's Chairman and Chief Executive
Officer. "Our ability to support our strategic objectives will
benefit from the fact that we now have zero debt and a strong cash
position of $167 million as of June 2003."

Gartner, Inc. -- whose June 30, 2003 balance sheet shows a total
shareholders' equity deficit of about $32 million -- is a research
and advisory firm that helps more than 10,000 clients leverage
technology to achieve business success. Gartner's businesses are
Research, Consulting, Measurement, Events and Executive Programs.
Founded in 1979, Gartner is headquartered in Stamford, Conn., and
has more than 3,800 associates, including approximately 1,000
research analysts and consultants, in more than 75 locations
worldwide. Revenue for calendar year 2002 totaled $888 million.
For more information, visit http://www.gartner.com  


HARBORVIEW MORTGAGE: Fitch Upgrades Two Low-B Class B5 Ratings
--------------------------------------------------------------
Fitch Ratings has upgraded 8 classes and affirmed 4 classes for
the following Harborview mortgage-pass through certificates:

Harborview Mortgage Loan Trust, series 2001-1

        --Class A3 affirmed at 'AAA';
        --Class B1 affirmed at 'AAA';
        --Class B2 affirmed at 'AAA';
        --Class B3 upgraded to 'AAA' from 'AA';
        --Class B4 upgraded to 'AA' from 'A';
        --Class B5 upgraded to 'A' from 'BB+'.

Harborview Mortgage Loan Trust, series 2000-2

        --Class A3 affirmed at 'AAA';
        --Class B1 upgraded to 'AAA' from 'AA';
        --Class B2 upgraded to 'AAA' from 'A';
        --Class B3 upgraded to 'AAA' from 'BBB';
        --Class B4 upgraded to 'A' from 'BB';
        --Class B5 upgraded to 'BBB' from 'B'.

These rating actions are being taken as a result of low
delinquencies and losses, as well as increased credit support.


HEALTHSOUTH CORP: William Owens Resigns from Board of Directors
---------------------------------------------------------------
HealthSouth Corporation (OTC Pink Sheets: HLSH) announced that
William T. Owens has formally resigned from its Board of
Directors.

Mr. Owens' employment with the company ceased on March 26, 2003.
His resignation reduces the number of directors on the Board to
10.

For more information contact Andy Brimmer at 205 410-2777.

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

                         *   *   *

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

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


HUDSON RESPIRATORY: Arranges New Credit Facilities Totaling $60M
----------------------------------------------------------------
Hudson Respiratory Care Inc., a leading manufacturer and marketer
of disposable respiratory care and anesthesia products, entered
into new senior secured credit facilities totaling $60 million.

The new credit facilities consist of a $30 million secured credit
facility provided by Wells Fargo Foothill and a $30 million 2nd
lien credit facility provided by an institutional investor.
Borrowings of $50 million under the new credit facilities were
used to repay outstanding borrowings under a prior bank credit
facility that was scheduled to mature on June 30, 2004. The
balance of the new credit facilities will be available to Hudson
RCI for working capital and general corporate purposes. The new
credit facilities mature in October 2007.

Chuck French, President and Chief Executive Officer, stated: "The
bank refinancing will provide Hudson RCI with increased financial
flexibility and greater capacity to invest in new products and
support growth initiatives. In addition to an increase in our
unused availability under our new credit facilities, we were also
able to reduce our annual debt service burden by lowering our
annual loan amortization requirements." French added, "Our
business has developed considerable momentum in the past 12 to 18
months, but until now we haven't had sufficient access to capital
to take full advantage of the growth opportunities available to
us."

Based in Temecula, Hudson RCI is a leading manufacturer and
marketer of disposable respiratory care and anesthesia products.
The company has over 2,000 employees worldwide with manufacturing
operations in the United States, Mexico and Malaysia and sales and
administrative offices in the United States, Sweden, the United
Kingdom, France and Germany. For more information, you can visit
the company on the Internet at http://www.hudsonrci.com  

Wells Fargo Foothill is a leading provider of senior secured
financing to middle-market companies across the United States and
Canada. It is part of Wells Fargo & Company (NYSE:WFC), a
diversified financial services company with $370 billion in
assets, providing banking, insurance, investments, mortgage and
consumer finance from more than 5,800 stores and the Internet
(wellsfargo.com) across North America and elsewhere
internationally. For more information, visit Wells Fargo Foothill
on the Internet at http://www.wffoothill.com


IMPATH: Gets Nod to Turn to Crossroads for Restructuring Advice
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave its stamp of approval to Impath Inc., and its debtor-
affiliates' application to employ and retain Crossroads, LLC as
restructuring advisors.

In July 2003, the Debtors publicly announced:

     a) the discovery of accounting irregularities that caused
        the Debtors to overstate accounts receivable in their
        public financial statements, and

     b) the recent resignation of their Vice President of
        Finance and Corporate Controller.

Shortly thereafter, Impath Inc. engaged Crossroads, LLC to
supplement and improve the Debtors' accounting, finance, and
financial reporting functions, and to aid in their restructuring
efforts.

Holly Felder Etlin, a principal of Crossroads, was appointed as
Chief Restructuring Officer of the Debtors. As CRO, Ms. Etlin's
responsibilities will include oversight of all aspects of the
management and operations of the Debtors' businesses,

In addition, Crossroads will provide additional advisors to the
Debtors who include:

     a) Sheon Karol, a director of Crossroads, and

     b) no less than two other full time additional advisors
        through December 1, 2003.

Together with the CRO and ARO, Crossroads' team will:

     a) evaluate the Debtors' strategic alternatives;

     b) assist the Debtors in implementing a capital structure
        approved by the Debtors;

     c) review the Debtors' key contracts, assess the
        restructuring impact on such obligations, and develop
        action plans tailored to each key vendor;

     d) review and validate the Debtors' cash flow forecasts and
        related processes;

     e) evaluate the Debtors' business plan, including its plans
        for business, location, and product line closings, shut
        downs or other changes, and integrate same into Debtors'
        reorganization and restructuring plans;

     f) assume a leadership role in the development and
        implementation of a recapitalization plan for the
        Debtors;

     g) provide financial information in support of, and
        participation in, the Debtors' investment banking
        processes;

     h) assume the leadership role for the Debtors'
        communications with, negotiations with, and      
        presentations to vendors, creditors, and other key
        constituents;

     i) assist in the development of employee related plans,
        including retention, severance and replacement plans;

     j) assume the leadership role for the Debtors' accounts
        receivable collections and accounting processes;

     k) assume the leadership role for the design and
        implementation of new effective management and financial
        reporting methodologies appropriate for the Debtors'
        businesses; and

     l) analyze and lead the Debtors' cash management and
        related activities.

Crossroads will charge the Debtors with:

   i) a Monthly Fee of $175,000; and  

  ii) a Reorganization Fee of:

     Net Recovery                      Reorganization Fee
     ------------                      ------------------   
     $0 - $14,999,999                  $0
     $15,000,000 - $34,999,999         $150,000
     $35,000,000 - $49,999,999         $300,000
     $50,000,000 - $64,999,999         $500,000
     $65,000,000 - $79,999,999         $750,000
     $80,000,000 - 99,999,999          $1,000,000
     In the event the net recovery     $1,000,000 plus 1.20% of
      is $100 million or more          the net recovery amount
                                       in excess of $100,000,000

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.


INTRAWEST CORP: Completes Private Placement of 7-1/2% Sr. Notes
---------------------------------------------------------------
Intrawest Corporation announced has sold, on a private placement
basis in the United States under Rule 144A of the Securities Act
of 1933 and in certain Canadian provinces, $350 million aggregate
principal amount of 7.50 per cent senior notes due October 15,
2013. The net proceeds amounted to approximately $343.6 million.

The Notes were sold at par.

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

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

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


ISTAR FINANCIAL: Files SEC Form S-3 Shelf Registration Statement
----------------------------------------------------------------
iStar Financial Inc. (NYSE: SFI) has filed a Form S-3 shelf
registration statement with the Securities and Exchange
Commission.  Once declared effective, the shelf registration would
allow iStar Financial to issue various types of securities,
including common stock, preferred stock, debt securities,
depository shares, warrants and any combination thereof, from time
to time, up to an aggregate of $1.0 billion.  Such issuances would
be subject to market conditions and the Company's capital needs.

Catherine D. Rice, iStar Financial's chief financial officer
stated, "As has been our practice in the past, maintaining a
current shelf is a prudent financial strategy and affords us
maximum flexibility. We have maintained a $500 million shelf over
the past several years, and are increasing our shelf to $1.0
billion, reflecting the growth of our Company."

iStar Financial is the leading publicly traded finance company
focused on the commercial real estate industry. The Company
provides custom-tailored financing to high-end private and
corporate owners of real estate nationwide, including senior and
junior mortgage debt, senior, mezzanine and subordinated corporate
capital, and corporate net lease financing. The Company, which is
taxed as a real estate investment trust, seeks to deliver a strong
dividend and superior risk-adjusted returns on equity to
shareholders by providing innovative and value-added financing
solutions to its customers. Additional information on iStar
Financial is available on the Company's Web site at
http://www.istarfinancial.com

As previously reported, Fitch Ratings assigned a 'BB' rating to
iStar Financial Inc.'s 7-7/8% series E cumulative redeemable
preferred stock. The securities rank pari passu with iStar's
existing series A, B, C and D cumulative redeemable preferred
stock. iStar's senior unsecured debt rating and Rating Outlook is
'BBB-' and Stable, respectively.


LAND O'LAKES: Sets Third-Quarter Earnings Call for October 23
-------------------------------------------------------------
Land O'Lakes, Inc., scheduled its third quarter earnings call for
investors.  The call will begin at 1:00 p.m., Eastern Time on
Thursday, October 23, 2003.  

The call will be preceded by an earnings release that morning.  
Presentation materials related to the call will be made available
on Thursday morning at Land O'Lakes Web site --
http://www.landolakesinc.com-- under the heading "Our Company"  
then "Investor Call" and will be available through November 6,
2003.  

The conference call will be led by Land O'Lakes Senior Vice
President and Chief Financial Officer
Dan Knutson.

    The dial-in numbers are:
      USA - 1-888-323-5253
      International - 1-773-756-4622
      Passcode:  "Land O'Lakes"

A replay of the conference call will be available through
November 6, 2003, at:

      USA - 1-800-754-7907
      International - 1-402-220-0367
      The replay access ID is #8403

Land O'Lakes is a national, farmer-owned food and agricultural
cooperative, with annual sales of approximately $6 billion.  Land
O'Lakes does business in all 50 states and more than 50 countries.  
It is a leading marketer of a full line of dairy-based consumer,
foodservice and food ingredient products across the United States;
serves its international customers with a variety of food and
animal feed ingredients; and provides farmers and local
cooperatives with an extensive line of agricultural supplies
(feed, seed, crop nutrients and crop protection products) and
services.

                         *     *     *

As previously reported in Troubled Company Reporter, Moody's
Investors Service downgraded the ratings on Land O'Lakes, Inc.
Outlook is stable.

     Rating Action                           To           From

  Land O'Lakes, Inc.

     * Senior implied rating                 B1            Ba2

     * Senior secured rating                 B1            Ba2

     * Senior unsecured issuer rating        B2            Ba3

     * $250 million Senior secured bank
       facility, due 2004                    B1            Ba2

     * $291 million Senior secured term
       loan A, due 2006                      B1            Ba2

     * $234 million Senior secured term
       loan B, due 2008                      B1            Ba2

     * $350 million 8.75% Senior unsecured
       guaranteed Notes, due 2011            B2            Ba3

  Land O'Lakes Capital Trust I

     * $191 million 7.45% Trust preferred
       securities                            B3            Ba3

The lowered ratings reflect the company's weaker-than-expected
operating performance, giving rise to a constrained financial
flexibility and the deterioration of credit protection measures.


LENNOX INT'L: Renews $225 Million Revolving Credit Facility
-----------------------------------------------------------
Lennox International Inc. (NYSE: LII) has renewed its revolving
credit facility for $225 million with an extended maturity date of
September 11, 2006.  

The facility is provided by a group of 13 banks and was agented by
JPMorgan Chase Bank, with J. P. Morgan Securities as lead
arranger.  The Bank of Nova Scotia, Bank of Tokyo-Mitsubishi,
Ltd., and Wells Fargo Bank Texas, N.A. served as co-documentation
agents.  LII will use the credit facility for general corporate
purposes.

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


LEVI STRAUSS: Delays Filing of 3rd-Quarter Results on Form 10-Q
---------------------------------------------------------------
Levi Strauss & Co., filed a Form 12b-25 notifying the Securities
and Exchange Commission that the company is delaying the filing of
its third-quarter Form 10-Q and amending financial information
that was released for fiscal year 2001 and the third quarter of
this year.

In Thursday's filing, the company outlined the impact of reporting
errors it has identified in its 1998 and 1999 tax returns. In
those years, the company mistakenly took the same tax deduction
twice for losses related to various manufacturing plant closures.
The net cash impact to the company is expected to be approximately
$3 million in future taxes. The Internal Revenue Service is aware
of the reporting errors made in the company's federal tax returns
for 1998 and 1999.

In addition, the company's fiscal year 2003 third-quarter net
income will be reduced by approximately $4.9 million, from $26.7
million as reported previously to $21.8 million. The impact on the
third-quarter balance sheet is not expected to be material. The
change in the third-quarter results does not affect the company's
compliance with the financial covenants in its credit agreements
or bond indentures.

These reporting errors did not affect the company's results for
its fiscal years 1998 through 2000. However, net income for fiscal
year 2001 is expected to be reduced by approximately $26 million
resulting in a total net income of $125 million. Additionally,
year-end 2001 tax liabilities will be increased by $26 million.
The company said that its outside auditors are expected to reaudit
the company's 2001 financial statements.

In connection with these developments, the audit committee of the
company's board of directors will review the matter. Upon
completion of this review, the company will file its third-quarter
2003 report on Form 10-Q.

Because of the delay in filing a third-quarter Form 10-Q, the
company expects to release the information typically included in
that filing through a Form 8-K within the next several days.

The complete text of the relevant portion of the company's Form
12b-25 filing follows:

Form 12b-25

On September 10, 2003, the Company announced its preliminary
results for its third fiscal quarter ended August 24, 2003. On
September 30, 2003, the Company issued its press release
discussing its third-quarter results in more detail, which
included unaudited condensed consolidated financial information.
The Company's quarterly report on Form 10-Q for the third quarter
was required to be filed by Wednesday, October 8.

In the course of reviewing the Company's third-quarter financial
statements and the draft of the quarterly report on Form 10-Q, and
following discussions with its independent auditors, the Company
has determined that proposed changes to certain tax liabilities
and related changes to its effective tax provision in the third
quarter, as reflected in the data presented in its press releases
dated September 10 and September 30, are not correct.

The issue involves reporting errors made in the Company's tax
returns for the years 1998 and 1999 and whether there is a related
error reflected in the financial statements for fiscal year 2001.
In its tax returns for 1998 and 1999, the Company reported
incorrectly on the disposition of fixed assets, primarily a double
deduction for losses related to various plant closures. These
reporting errors on the Company's tax returns did not affect the
Company's results of operations for the fiscal years 1998 through
2000. In 2001, adjustments made to the Company's deferred tax
accounts resulted in the reporting errors being reflected in the
Company's financial statements for 2001.

The Company did not confirm the tax return errors until it updated
its review of its IRS audit positions for 1998 and 1999 earlier
this year. In preparing the third-quarter financial statements,
the Company reflected the item as an adjustment to the full-year
effective tax rate for 2003, in effect treating this item as a
change in accounting estimate that would be recorded in the third
and fourth quarters of 2003. The third-quarter financial results
set forth in the Company's press releases dated September 10 and
September 30 reflect this accounting approach.

Following the September 10 and September 30 press releases, in the
course of reviewing the Company's third-quarter financial
statements and the draft Form 10-Q for the third quarter and
following discussions with its independent auditors, the Company
determined that the adjustment for this item should be treated as
an accounting error in 2001 rather than as a change in accounting
estimate. The Company has also concluded that a restatement of its
fiscal year 2001 financial statements is required to address this
item.

Treatment of this item as an accounting error in 2001 results in
the Company's net income for fiscal year 2001 being reduced by
approximately $26 million to $125 million, rather than $151
million as recorded in previously published financial statements.
The corresponding balance sheet impact is an approximately $26
million increase in long-term income tax liabilities at November
25, 2001. There is no impact on the income statement for fiscal
year 2002 other than an immaterial accrual for related interest
expense on taxes due. The higher long-term income tax liability is
also required to be reflected on the year-end fiscal 2002 balance
sheet.

Treatment of this item as an accounting error in 2001 results in
the Company's net income for the third quarter of 2003 being
reduced by approximately $4.9 million, from $26.7 million as
reported in the September 10 and September 30 press releases, to
$21.8 million. Net income is reduced in the third quarter if this
item is not treated as a change in accounting estimate because the
Company had a pre-tax loss for the first nine months of 2003, and
therefore the Company has a reduced tax benefit if the proposed
adjustment for a change in accounting estimate is not made. There
is no impact on the income statement for the first two quarters of
fiscal 2003 other than an immaterial accrual for related interest
expense on taxes due. In addition, the impact of this item on the
condensed consolidated balance sheet at August 24, 2003 as set
forth in the September 30 press release is not expected to be
material.

Because this item will be reflected in the Company's restated
financial results for 2001, the Company will have a lower
effective tax rate in 2003 than it would have had if this item
were treated as a change in accounting estimate in 2003.

The Internal Revenue Service is aware of the reporting errors made
in the Company's federal tax returns for 1998 and 1999. Due to the
availability of foreign tax credits, the Company currently
estimates that the net cash impact of future taxes due resulting
from this item is approximately $3 million.

The Company will not file its quarterly report on Form 10-Q for
the third quarter 2003 until an Audit Committee review of this
matter is completed. The Company is therefore not able to file its
quarterly report on Form 10-Q for the quarter ended August 24,
2003 within the prescribed time period.

The Company expects that its independent auditors will commence a
reaudit of its fiscal 2001 financial statements and plans to file
such reaudited 2001 financial statements, together with a restated
balance sheet for year-end 2002 and such other amended information
as is appropriate, on amended Forms 10-K/A and 10-Q/A as soon as
practicable. As a result of the pending restatement and reaudit of
fiscal year 2001, investors are cautioned not to rely on the
financial information set forth in the financial statements
previously published for fiscal year 2001. It is also possible
that adjustments made in connection with the restatement of 2001
financial statements could impact the Company's financial
statements for subsequent periods.

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


MDC CORPORATION: Acquires Remaining 15% of Metaca Corporation
-------------------------------------------------------------
MDC Corporation Inc. announced the acquisition of a 15% interest
in Metaca Corporation held by Symcor Inc., with the result that
MDC now owns 100% of the shares of Metaca. The transaction is
valued at approximately $4 million. Metaca is a leading global
CardProgram(TM) Management Company with a blue-chip customer
portfolio, which includes financial services, telecommunications,
loyalty, retail, insurance and utility industries. Metaca supports
this customer portfolio from operations in Canada and Australia.
    
"We are pleased to obtain 100% of Metaca as it provides MDC with
greater flexibility with respect to capital and operational
decisions," said Miles S. Nadal, Chairman, President and CEO of
MDC. "We see good growth prospects for Metaca, especially in the
smart card sector," added Nadal.
    
Metaca is one of only a few remaining non-core businesses of MDC,
whose primary focus is once again marketing communications. MDC is
one of the world's leading marketing communications companies,
providing services in advertising, public relations, research,
direct marketing, and customer relationship management.

MDC Corporation Inc. (S&P, BB- Long-Term Corporate Credit Rating)
is the 17th largest marketing communications firm in the world,
providing services in Canada, the United States, and the United
Kingdom. Through its network of entrepreneurial firms, MDC
services include advertising and media, customer relationship
management, and marketing services. MDC also offers security-
sensitive transaction products and services through its Secure
Transactions Division. MDC Class A shares are publicly traded on
the Toronto Stock Exchange under the symbol MDZ.A and on the
NASDAQ under the symbol MDCA.


MICHAELS STORES: Opens Second ReCollections Store in Dallas
-----------------------------------------------------------
Michaels Stores, Inc. (NYSE: MIK) opened Friday its second
ReCollections scrapbooking store at 5500 Greenville Avenue in
Dallas, TX in the Old Town Shopping Center.  

The store, the second to open in the Dallas market this year, will
provide merchandise and service in a community learning
environment to assist crafters with all their scrapbooking needs.

The Company also announced its plans to expand its concept in the
Dallas, Phoenix, Atlanta, and metro-Washington, D.C. markets.  Sam
Crowley, Senior Vice President of New Ventures, said, "So far,
ReCollections has proven to be a great concept, and, given our
early success, we are planning to open another 10 stores in the
coming year."
    
ReCollections stores carry a much broader assortment of
scrapbooking products than a typical Michaels store, and the
approximate 10,000 scrapbooking and paper crafting SKUs include
local interest items like school and team logos and colors.  They
also feature two large classrooms and provide in-depth, one-on-one
customer service, an on-going open "crop" area, hourly
demonstrations of new products and techniques, and a cutting-edge
technical support center for cropping, journaling, and
reproductions.  Each employee is an experienced "scrapper" while
many of the instructors are published professionals.

Crowley added, "There is a large segment of scrapbookers who want
more rapidly changing assortments, more personalized service, and
broader selections than a traditional craft store provides.  More
importantly, however, scrapbookers seek the fun and social
interaction that comes from participating in their unique craft.  
As the world's leading retailer of arts and crafts merchandise,
this venture is a natural fit given our expertise in memory
preservation, and we're looking forward to developing long-term,
successful partnerships within the national scrapbooking
community."

Michaels Stores, Inc. (S&P, BB+ Corporate Credit Rating, Stable)
is the world's largest retailer of arts, crafts, framing, floral,
wall decor, and seasonal merchandise for the hobbyist and do-it-
yourself home decorator.  The Company owns and operates 777
Michaels stores in 48 states and Canada, nine Village Crafts
stores across the U.S., 158 Aaron Brothers stores, located
primarily on the West Coast, one ReCollections store in Frisco,
Texas, and two wholesale operations in Dallas, Texas and Atlanta,
Georgia.

For more information, visit http://www.michaels.com


MICHAELS STORES: Reports 6% Increase in September 2003 Sales
------------------------------------------------------------
Michaels Stores, Inc. (NYSE: MIK) reported that total sales for
the month of September increased 6% to $312.7 million from $296.1
million for the same period last year.  Same-store sales for the
month increased 1%.  Year-to-date sales of $1.771 billion for
fiscal 2003 increased 7% from $1.650 billion for the same period
last year while same-store sales were up 1% year-to-date.  For the
month, customer traffic was down 1% and average ticket was up 2%.

Michael Rouleau, Chief Executive Officer, stated, "We are pleased
with our same-store sales performance as we begin to build
momentum heading into the all-important Holiday season.  Our best
results this month were in our Southeast, Northeast, and Pacific
zones and in our Apparel Crafts, Kids Crafts, Frames, Floral, and
Seasonal departments.  We currently expect same-store sales for
the month of October to be up 2% to 4% and same-store sales for
the third quarter to be up 1% to 3%.  We continue to forecast our
third quarter diluted earnings per share to be in the $.46 to $.50
range and full year diluted earnings per share to be between $2.40
and $2.45."

The Company also has repurchased an additional 265,000 shares of
the Company's common stock since the end of the second quarter of
fiscal 2003 under its stock repurchase plans.  As of October 9,
2003, under the repurchase plans, the Company is authorized to
repurchase approximately 1.3 million additional shares plus such
shares as may be repurchased with proceeds from the future
exercise of options under the Company's 2001 General Stock Option
Plan.
    
The Company plans to release its October 2003 sales results on
Thursday, November 6, 2003 at 6:30 a.m. CST.  The Company's press
releases may be viewed at http://www.michaels.com

Michaels Stores, Inc. (S&P, BB+ Corporate Credit Rating, Stable)
is the world's largest retailer of arts, crafts, framing, floral,
wall decor, and seasonal merchandise for the hobbyist and do-it-
yourself home decorator.  The Company owns and operates 777
Michaels stores in 48 states and Canada, nine Village Crafts
stores across the U.S., 158 Aaron Brothers stores, located
primarily on the West Coast, one ReCollections store in Frisco,
Texas, and two wholesale operations in Dallas, Texas and Atlanta,
Georgia.

For more information, visit http://www.michaels.com


MIRANT CORP: Wrightsville Investments' Chapter 11 Case Summary
--------------------------------------------------------------
Debtors: Mirant Wrightsville Investments, Inc.
         Wrightsville Power Facility, L.L.C.
         Wrightsville Development Funding, L.L.C.
         Mirant Wrightsville Management, Inc.

         1155 Perimeter Center West  
         Atlanta, GA 30338-5416  

Bankruptcy Case Nos.: 03-49548-dml11, 03-49553-dml11,
                      03-49555-dml11, 03-49556-dml11

Type of Business: The Debtors are affiliates of Mirant
                  Corporation.

Chapter 11 Petition Date: October 3, 2003

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtors' Counsel: Judith Elkin, Esq.  
                  Meredyth A. Purdy, Esq.
                  Haynes and Boone LLP
                  901 Main St., Suite 3100  
                  Dallas, TX 75202-3789  
                  214-651-5000 / 214-651-5048
                  Fax: 214-200-0841
                  Email: elkinj@haynesboone.com

                  Ian T. Peck, Esq.  
                  Haynes and Boone LLP
                  201 Main Street, Suite 2200
                  Ft. Worth, TX 76102
                  817-347-6613
                  Fax: 817-348-2350

Estimated Assets: More than $100 Million

Estimated Debts: More than $100 Million


MIRANT CORP: Harvey A. Wagner Resigns as Exec. VP and CFO
---------------------------------------------------------
Mirant announced the resignation of executive vice president and
chief financial officer, Harvey A. Wagner. He plans to remain with
the company in an interim capacity until a replacement is hired.

"Harvey believes that at this important time in Mirant's
restructuring process, the company deserves to have a CFO capable
of making the necessary commitment to see it emerge from Chapter
11 as viable and strong. Since he is in the latter stages of his
career, this is a commitment he cannot make. I respect this
decision," said Marce Fuller, president and chief executive
officer. "I am grateful to Harvey for his contributions during an
extraordinarily challenging time for the company."

Mr. Wagner joined Mirant in January of this year. Over his 36-year
career, he provided leadership in finance and operations functions
at prominent companies such as GTE Corporation, Schlumberger and
Scientific-Atlanta.

Mr. Wagner is well recognized in the financial community and
Atlanta through his involvement in organizations such as the
Wharton School of Business, Financial Executives International,
Institute of Management Accountants and the National Association
of Corporate Directors. He also serves on the board of directors
of Madge Networks N.V. and Proficient Systems, and is a member of
the President's Council at the University of Miami.

Mirant is a competitive energy company that produces and sells
electricity in North America, the Caribbean, and the Philippines.
Mirant owns or controls more than 22,000 megawatts of electric
generating capacity globally. We operate an integrated asset
management and energy marketing organization from our headquarters
in Atlanta. For more information, visit http://www.mirant.com


MIRANT CORP: Gets Interim Nod to Hire Latham as Special Counsel
---------------------------------------------------------------
Pursuant to Section 327(e) of the Bankruptcy Code, the Mirant
Debtors seek the Court's authority to employ Latham & Watkins LLP
as their special counsel, nunc pro tunc to July 14, 2003.  

Robin E. Phelan, Esq., at Haynes and Boone LLP, in Dallas, Texas,
relates that the Debtors want Latham to provide them with legal
advice required for them to continue to operate their business as
they did prior to the Petition Date, in connection with:

   (a) complaints filed by the California Public Utilities
       Commission and Electricity Oversight Board at the Federal
       Energy Regulatory Commission seeking to abrogate or
       modify a long-term power supply contract between Mirant
       Americas Energy Marketing, L.P. and the California
       Department of Water Resources;

   (b) complaints filed by Nevada Power Company and Southern
       California Water Company at FERC seeking to abrogate or
       modify long-term power supply contracts between Mirant
       Americas Energy Marketing, L.P. and NPC and SCWC;

   (c) complaint seeking refunds for wholesale sales of
       electricity in the bilateral spot markets in the Pacific
       Northwest during 2000 and 2001;

   (d) general development and regulation of market-based rates
       for the wholesale electricity markets regulated by FERC;

   (e) general credit policy issues for the wholesale
       electricity markets in which the Debtors operate their
       businesses;

   (f) regulatory and markets issues in the FERC-regulated
       wholesale electricity markets in the Northeast, Middle
       Atlantic, Midwest, Southeast and West regions of the
       United States, including the development and
       administration of Independent System Operators and
       Regional Transmission Organizations in each of these
       regions, including:

       -- matters before FERC concerning general development and
          administration of the NEPOOL wholesale electricity
          markets administered by ISO-NE;

       -- matters before FERC concerning general development and
          administration of the wholesale electricity markets in
          New York administered by the New York ISO;

       -- matters before FERC concerning general development and
          administration of the wholesale electricity markets in
          the Middle Atlantic states administered by the PJM
          Office of Interconnection;

       -- matters before FERC concerning the possible
          development of one or more Regional Transmission
          Organizations in the Northeast as successors to the
          NYISO, ISO-NE and PJM; and

       -- updates on FERC administrative matters, FERC filing
          dates and the status of various FERC adjudicatory,
          rulemaking and policy proceedings;

   (g) permitting and entitlement for the development and
       construction of two natural gas-fired power plant
       projects in California better known as the Potrero Unit 7
       Power Project and Contra Costa Unit 8 Power Project; and

   (h) additional or future matters or proceedings before FERC.

In addition, prior to the Petition Date, Latham had been
providing legal services to the Debtors regarding:

   (a) matters before the United States Court of Appeals for the
       District of Columbia regarding the review of FERC orders
       concerning market mitigation and associated potential
       refund liability for reliability must-run generators in
       the wholesale electricity markets in the New England
       Power Pool administered by ISO New England, Inc.;

   (b) general development of one or more Regional Transmission
       Organizations in the Southeast, Midwest and West; and

   (c) proceedings at FERC regarding improper pass-through of
       fuel costs by West Texas Utilities to WTU's wholesale
       customers.

Being a prepetition counsel on these matters, Mr. Phelan asserts
that Latham's continued employment is fair and reasonable, since:

   (i) it will avoid unnecessary litigation and reduce the
       overall expenses of administering these cases;

  (ii) it has extensive experience with and knowledge of the
       Debtors' businesses and financial affairs; and

(iii) it has recognized national reputation and expertise in
       the areas for which it is being employed.

Michael J. Gergen, Esq., a partner at Latham & Watkins, relates
that his firm intends to apply to the Court for allowances of
compensation for all services rendered and reimbursement of
expenses incurred.  Latham will bill the services based on the
customary hourly rates of its professionals in effect from time
to time.

According to Mr. Gergen, within the year prior to the Petition
Date, Latham received payment from the Debtors and their
affiliated non-debtor parties $3,920,265 for professional
services and expenses incurred prior to the Petition Date.  
Moreover, Latham is still owed $110,028 with respect to
prepetition services.

Mr. Gergen tells the Court that he, as well as other partners in,
counsel to and associates of Latham, who will be performing
services for the Debtors during these Chapter 11 cases, are
members of good standing of the courts in which they are admitted
to practice.  To the best of Mr. Gergen's knowledge, Latham
represents no interest adverse to the Debtors or to their estates
in the matters for which it is to be retained.  

                          *     *     *

On an interim basis, the Court authorizes the Debtors to employ
Latham as special counsel, nunc pro tunc to July 14, 2003. (Mirant
Bankruptcy News, Issue No. 9; Bankruptcy Creditors' Service, Inc.,
609/392-0900)


MITEC TELECOM: Raises $8.8 Million from Private Placement
---------------------------------------------------------
Mitec Telecom Inc. (TSX: MTM) closed its private placement
offering. The total amount raised from the private placement was
$8.8 million. Desjardins Securities Inc., was the agent for the
placement.

Under the financing, the Company issued 7.9 million units from
treasury. Each unit was comprised of one common share and one-half
of a common share purchase warrant, and was priced at $1.10. Each
whole common share purchase warrant entitles the holder to acquire
one common share at a price of $1.65 until October 9, 2005.
Proceeds of the issue will be used for funding additional growth,
working capital purposes and debt repayment.

"We take the success of this placement as an expression of
investor confidence in Mitec's corporate direction," said Rajiv
Pancholy, Mitec's President and Chief Executive Officer. "With
this additional financing in place we are now completely focused
on the continued growth of the Company."

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

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


NATIONAL CENTURY: Wants Nod to Conduct Rule 2004 Examinations
-------------------------------------------------------------
National Century Financial Enterprises, Inc., and its debtor-
affiliates seek to obtain documents and oral testimony from
certain companies and individuals concerning:

   (1) the Debtors' property;

   (2) the Debtors' assets, liabilities and financial condition;

   (3) matters that may affect the administration of the Debtors'
       estates; and

   (4) the identification and prosecution of certain potential
       claims against third parties by a representative of the
       Debtors' estates.

According to Kathy D. Patrick, Esq., at Gibbs & Bruns, in
Houston, Texas, the Debtors seek documents from nine categories
of third party individuals and entities:

   (a) Accounting firms that are or have in the past provided
       their professional audit services to NCFE;

   (b) Financial underwriters or structuring agents that are or
       have been involved in various transactions with NCFE and
       its affiliates;

   (c) Current or past indenture trustees for NCFE and NCFE's
       Affiliates, NPF VI and NPF XII;

   (d) Current or former officers and directors of NCFE that have
       relevant knowledge regarding NCFE's various activities and
       transactions that are at issue in the Debtors' bankruptcy
       case;

   (e) NCFE affiliated entities that have relevant knowledge
       regarding NCFE's various activities and transactions that
       are at issue in the Debtors' bankruptcy case.  These
       entities are either directly or indirectly related to or
       owned by or through NCFE, or NCFE officers and directors;

   (f) Law firms that are or have in the past provided their
       professional services to NCFE;

   (g) Entities that performed due diligence on NCFE, its
       subsidiaries or affiliates and therefore have relevant
       knowledge relating to the acts, conduct, property,
       liabilities and financial condition of the Debtors'
       estates;

   (h) Certain NCFE employees and certain individuals associated
       with various NCFE healthcare providers and therefore have
       knowledge and information relevant to the evaluation of
       available assets and determining what assets and what
       claims may belong to the Debtors' estates; and

   (i) A document production request that the Debtors propose to
       serve on Huntington National Bank, in conjunction with a
       subpoena to be issued from the Court.  NCFE kept its
       various bank accounts with Huntington National Bank.  It
       has information relevant to the evaluation of available
       assets and to matters relating to potential preference or
       fraudulent transfer claims belonging to the estate.

Ms. Patrick relates that the third parties identified have
knowledge that is expected to provide information relevant to the
evaluation of available assets and determining what assets and
what claims may belong to the Debtors' estates.  To discharge
properly their duties to the creditors, the Debtors are entitled
to seek and obtain discovery regarding these and other matters
relating to the acts, conduct, property, liabilities and
financial condition of their estates.

By this motion, the Debtors seek the Court's authority to conduct
these examinations pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure.

The Rule 2004 Examinees represent the Debtors' initial list of
entities and individuals from which they seek information
pursuant to Section 1109(b) of the Bankruptcy Code.  The Debtors
do not at this time seek authority to take oral examinations of
any of the Rule 2004 Examinees.  However, once the Debtors have
reviewed the documents produced, they reserve the right to file
an additional motion or motion under Rule 2004 to take oral
examinations, as well as the right to file additional motions in
the future seeking similar relief as to the Rule 2004 Examinees
or to examine other entities.

A thorough examination of NCFE's prepetition transactions is
crucial to the Debtors' ability to assess any potential claims
against third parties and maximize any potential recovery.  In
particular, but without limitation, the Debtors seek the
production of documents and the examination of witnesses with
respect to the Rule 2004 Examinees' work on the Debtors' behalf.  
Indeed, the requested discovery is essential for the Debtors to
discharge properly their duties to the creditors that they
represent.

Bankruptcy Rule 2004 provides:

A. Examination on Motion

   On motion of any party-in-interest, the court may order the
   examination of any entity.

B. Scope of Examination

   The examination of an entity under this rule or of the
   debtor under Section 343 of the Bankruptcy Code may relate
   only to the acts, conduct, or property or to the liabilities
   and financial condition of the debtor, or to any matter which
   may affect the administration of the debtor's estate, or to
   the debtor's right to a discharge . . . or a reorganization
   case under chapter 11 of the Code . . . the examination may
   also relate to the operation of any business and the
   desirability of its continuance, the source of any money or
   property acquired by the debtor for purposes of consummating a
   plan and the consideration given or offered therefore, and any
   other matter relevant to the case or to the formulation of a
   plan.

C. Compelling Attendance and Production of Documentary Evidence

   The attendance of any entity for examination and the
   production of documentary evidence may be compelled in the
   manner provided by Rule 9016 for the attendance of witnesses
   at a hearing or trial.

Ms. Patrick asserts that an examination under Bankruptcy Rule
2004 is appropriate.  The Debtors are attempting to determine the
scope of the matters concerning the value of the assets present
in the estate, any prepetition transactions between NCFE and
related affiliates that could result in preference or avoidance
actions, and any other information relating to potential
liabilities or claims to be asserted on behalf of the estate.
Absent the examination, the Debtors will be unable to fulfill
their duties to their creditors and to their estate.

The information possessed by the Rule 2004 Examinees is integral
to these cases and the value that may exist for the creditors and
for the Debtors' estate.  Consequently, the documents and oral
examinations sought by the Debtors are clearly within the scope
of a Bankruptcy Rule 2004 examination. (National Century
Bankruptcy News, Issue No. 24; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


NEENAH FOUNDRY: Completes Refinancing and Restructuring Process
---------------------------------------------------------------
Neenah Foundry Company has completed its previously announced
refinancing and that it has satisfied the conditions necessary for
its plan of reorganization to become effective. The Company's plan
was overwhelmingly supported by the Company's existing lenders and
noteholders and was confirmed by the Bankruptcy Court at a hearing
on September 25, 2003.

In discussing the transaction, Neenah's CEO, William Barrett
commented, "We appreciate all of the support we have received
throughout this process from our lenders, noteholders, customers,
suppliers and employees. With everyone's help, we were able to
complete a successful debt reduction and refinancing in a timely
manner with minimal impact on our business." Barrett continued,
"With this process behind us now, we are very much looking forward
to capitalizing on the various market opportunities available to
our company."

Neenah Foundry Company manufactures and markets a wide range of
iron castings and steel forgings for the heavy municipal market
and selected segments of the industrial markets. Neenah is one of
the larger independent foundry companies in the country, with
substantial market share in the municipal and various industrial
markets for gray and ductile iron castings and forged steel
products. Additional information about Neenah is available on the
Company's Web site at http://www.nfco.com  


NORTHWEST AIRLINES: Will Webcast Q3 Conference Call on Thursday
---------------------------------------------------------------
Northwest Airlines (Nasdaq: NWAC) will conduct a live audio Web
cast of its conference call with the financial community and news
media on October 16 at 11:30 a.m. ET to discuss the company's
third quarter financial and operating results. The Web cast can be
accessed at http://www.ir.nwa.com

The Web cast replay will be available through October 23.

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

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


NORTHWESTERN CORP: Taps Lazard Freres as Investment Bankers
-----------------------------------------------------------
NorthWestern Corporation and its debtor-affiliates seeks approval
from the U.S. Bankruptcy Court for the District of Delaware to
continue their employment of Lazard Freres & Co. LLC as the
Company's Investment Bankers.  

William M. Austin, the Debtors' Chief Restructuring Officer
believes that continued representation by its financial advisor
and investment banker is critical to the Debtors' effort to
restructure its business in Chapter 11.

The Debtor seeks to retain Lazard Freres as its financial advisor
and investment banker because, among other things, Lazard Freres
and its senior professionals have an excellent reputation for
providing high quality financial advisory and investment banking
services to debtors and creditors in bankruptcy reorganizations
and other debt restructurings, and have extensive knowledge of the
Debtor's financial and business operations.

In this retention, the Debtors expect Lazard Freres will:

     a. review and analyze the Debtor's businesses, operations
        and financial projections;

     b. evaluate the Debtor's potential debt capacity in light
        of its projected cash flows;

     c. assist in the determination of an appropriate capital
        structure for the Debtor;

     d. assist in the determination of a range of values for the
        Debtor on a going concern basis;

     e. advise the Debtor on tactics and strategies for
        negotiating, and participating in meetings and
        negotiations, with its creditors, regulators and other
        stakeholders;

     f. advise the Debtor on the timing, nature, and terms of
        new securities, other consideration or other inducements
        to be offered pursuant to a "Restructuring";

     g. advise and assist the Debtor in evaluating potential
        capital markets transactions of public or private debt
        or equity offerings by the Debtor, and, on behalf of the
        Debtor, evaluating and contacting potential sources of      
        capital as the Debtor may designate and assisting the
        Debtor in negotiating such a transaction;

     h. assist the Debtor in preparing documentation within
        Lazard Freres' area of expertise in connection with a
        Restructuring of the existing obligations;

     i. assist the Debtor in identifying and evaluating
        candidates for a potential Sale Transaction, advise the
        Debtor in connection with negotiations and aiding in the
        consummation of a Sale Transaction;

     j. attend meetings of the Debtor's Board of Directors and
        its committees;

     k. provide testimony, as necessary, with respect to matters
        which we have been engaged to advise the Debtor on in
        any proceeding before the Bankruptcy Court; and

     l. provide the Debtor with other general restructuring
        advice.

Mr. Austin tells the Court that this retention will be lead by
David S. Kurtz.  In exchange for its services, Lazard Freres
expects to be compensated with:

     i) a monthly fee of $200,000; and

    ii) a Restructuring Fee of $5.5 million;

Lazard Freres is a financial advisory and investment banking firm
focused on providing financial and investment banking advice and
transaction execution on behalf of its clients. Lazard Freres'
broad range of corporate advisory services includes services
pertaining to: general financial advice, domestic and cross-border
mergers and acquisitions, divestitures, privatization, special
committee assignments, takeover defenses, corporate restructurings
and strategic partnerships/joint ventures. In addition, Lazard
Freres maintains a presence in the capital markets and has a
significant asset management affiliate. Lazard Freres is a
registered broker-dealer and an investment adviser with the United
States Securities and Exchange Commission and is also a member of
the New York, American and Chicago Stock Exchanges, the National
Association of Securities Dealers and the SIPC.

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


OXFORD INDUSTRIES: Promotes Grassmyer & Lanier to VP Positions
--------------------------------------------------------------
Oxford Industries, Inc. (NYSE: OXM) has promoted K. Scott
Grassmyer to Vice President-Controller and J. Reese Lanier, Jr. to
Vice President-Treasurer.

Mr. Grassmyer will maintain his responsibilities as Controller and
Chief Accounting Officer.  Mr. Lanier will maintain his
responsibilities as Treasurer and Investor Relations Director.

"We are pleased to recognize Scott and Reese for their continuing
contributions to Oxford's success," commented Ben B. Blount, Jr.,
Executive Vice President and Chief Financial Officer of Oxford.  
"Both have demonstrated strong leadership skills and an unwavering
commitment to advancing Oxford's strategic goals.  Scott and Reese
played key roles in our recent acquisition of Tommy Bahama."

Prior to joining Oxford in 2002 as Corporate Controller, Mr.
Grassmyer was Senior Vice President and Chief Financial Officer of
Duck Head Apparel Company.  He is a Certified Public Accountant
and spent five years in public accounting at Ernst & Young, LLC.  
Mr. Grassmyer holds a Bachelor of Science degree in Accounting
from Appalachian State University and attended the Clemson MBA
program.

Mr. Lanier joined Oxford in 1995 as an Account Executive with the
Oxford Shirt Group.  He was promoted to Investor Relations
Director in 1998 and to Treasurer in 2000.  Prior to joining
Oxford, Lanier spent seven years in the banking industry.  He
earned a Bachelor of Arts degree in Economics from Washington &
Lee University.

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


PAN AMERICAN GEN.: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Pan American General Hospital, L.L.C.
        1221 N. Cotton
        El Paso, Texas 79901
        aka Pan American Community Hospital

Bankruptcy Case No.: 03-32693

Type of Business: The Company owns and operates the Pan American
                  Community Hospital. The hospital is in between
                  two large corporate hospitals in El Paso.

Chapter 11 Petition Date: October 9, 2003

Court: Western District of Texas (El Paso)

Judge: Larry E. Kelly

Debtor's Counsel: E. P. Bud Kirk, Esq.
                  6006 N. Mesa, #806
                  El Paso, TX 79912
                  Tel: 915-584-3773

Total Assets: $11,951,763

Total Debts: $9,895,821

Debtor's 20 Largest Unsecured Creditors:

Entity                                            Claim Amount
------                                            ------------
Internal Revenue Service                            $1,865,522
Stop 5022 AUS
300 E. 8th St.
Austin, TX 78701

Collateral FMV                                      $1,768,000

Assured Benefits                                      $158,594

Desert Healthcare Limited                             $150,000

Resolution Consulting, Inc.                           $124,616

Quest Diagnostics                                      $88,104

Paul Kisucky, CRNA                                     $84,000

Texas Tech University                                  $71,174
Health Sciences Center  

Medical Staffing Network                               $70,466

Adac Medical Credit                                    $64,416

Draffin & Tucker, LLP                                  $53,000

Advanced Professional Software                         $51,039

Invivo MDE                                             $50,603

Lab One, Inc.                                          $45,537

HCFS, Inc.                                             $43,462

Medline Industries, Inc.                               $41,643

Windstead Sechrest & Minick                            $36,109

Da Vita, Inc.                                          $32,700

Air Liquide America Corp.                              $27,254

Southwestern Business Resource                         $23,750


PG&E NATIONAL: USGen Seeks Open-Ended Removal Period Extension
--------------------------------------------------------------
John Lucian, Esq., at Blank Rome LLP, in Baltimore, Maryland,
relates that USGen New England Inc. continues to review its files
and records to determine whether it should remove any claims or
civil causes of action pending in state or federal court to which
it might be a party.  Because USGen is a party to multiple
lawsuits while being actively involved in reorganization, USGen
requires additional time to consider filing notices of removal
with respect to the civil actions.

At USGen's request, Judge Mannes extends its time to file notices
of removal of pending civil actions and proceedings pursuant to
Rule 9027(a) of the Federal Rules of Bankruptcy Procedure until
the confirmation date of a reorganization plan.  Mr. Lucian
states that the proposed extension will provide sufficient
additional time to allow USGen to consider, and make decisions
concerning the removal of civil actions. (PG&E National Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Service, Inc., 609/392-
0900)    


PILLOWTEX CORP: Committee Wants to Hire Hahn & Hessen as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of the Pillowtex
Debtors seeks the Court's authority to retain Hahn & Hessen LLP as
its counsel.  

Chip Stein, Committee Co-Chairman, relates that Hahn & Hessen is
thoroughly familiar with and experienced in Chapter 11 matters,
having represented creditor's interests in insolvency proceedings
for more than 70 years.  The Committee believes that Hahn &
Hessen is well qualified to represent its interest and its
constituency in the Chapter 11 cases.  

As the Committee's counsel, Hahn & Hessen will:

   (a) render legal advice to the Committee with respect to
       its duties and powers in these cases;

   (b) assist the Committee in its investigation of the acts,
       conduct, assets, liabilities and financial condition of
       the Debtors, the operation of the Debtors' businesses, the
       desirability of continuing the business and any other
       matters relevant to these proceedings or to the Debtors'
       business affairs;

   (c) advise the Committee to any proposed plan of
       reorganization and the Debtors' prosecution of claims
       against third parties, and any other matters relevant to
       the proceeding or to the formulation of a plan of
       reorganization;

   (d) assist the Committee in requesting the appointment of a
       trustee or examiner pursuant to Section 1104 of the
       Bankruptcy Code, if necessary and appropriate; and

   (e) perform other legal services, which may be required by,  
       and which are in the best interests of the unsecured
       creditors, which the Committee represents.

According to Mark S. Indelicato, a member of Hahn & Hessen, the
firm's customary hourly rates for the services are:

   Partners                   $410 - 555
   Associates                  185 - 350
   Special Counsel/Counsel     360 - 410
   Paralegals                  125 - 155

Mr. Indelicato relates that the Debtors' counsel has provided him
with a list of the Debtors' secured and largest unsecured
creditors and other parties-in-interest -- the Conflicts List.  
Upon examination, Mr. Indelicato discloses that Hahn & Hessen has
not in the past and is not currently representing any of the
parties on the Conflicts List except that:

   (a) In the past, in a matter wholly unrelated to the instant
       proceeding, Hahn & Hessen represented BDO Seidman,
       proposed financial advisor to the Committee;

   (b) Hahn & Hessen has represented Wachovia Bank, N.A., which
       is the ultimate parent company of Congress Financial
       Corporation, in certain matters wholly unrelated to these
       cases.  Congress is the agent of the Debtors' prepetition
       secured revolving financing and proposed agent of the DIP
       financing;  

   (c) Of the named participants in the prepetition secured
       revolving financing and possibly the DIP financing, Hahn &
       Hessen has done work for Foothill Capital Corporation in
       the past, but does not currently represent it in any
       matter.  Hahn & Hessen does currently represent Fleet Bank
       and certain of its affiliates and the CIT Group and
       certain of its affiliates.  Fleet and CIT have both
       confirmed that they have no objection to Hahn & Hessen
       acting as Committee counsel in these cases, subject to the
       condition that the Firm will not act as counsel of record
       in any lawsuit naming Fleet or CIT as a defendant.  In
       the event the Committee determines an action needs to be
       commenced against either Fleet or CIT, the action will be
       handled by co-counsel or special litigation counsel to the
       Committee;

   (d) With respect to holders of the 10% Pillowtex Corporation
       Term Debt claims, although Hahn & Hessen has not in the
       past and does not currently in unrelated matters represent
       Bank of America Strategic Solutions, Inc. or Bank of
       America Distressed Trade, these entities are presumably
       related entities to Bank of America, N.A., an entity
       which Hahn & Hessen did and does currently represent in an
       unrelated capacity.  Hahn & Hessen has done work in the
       past but does not currently represent Wells Fargo Bank NA,
       Wells Fargo Business Credit, Inc., Credit Lyonnais,
       Societe Generale and Deutsche Financial Services, Inc.
       and Deutsche Credit Corporation.  Hahn & Hessen has
       represented Century Business Credit Corp and certain
       related entities, which is a subsidiary of Wells Fargo
       Bank, in certain matters wholly unrelated to the Debtors;

   (e) Hahn & Hessen has done work in the past for Gotham Apparel
       Co., an entity that may be related to Gotham Partners,
       L.P., a beneficial owner of 5% or more of equity in the
       Debtors;

   (f) Hahn & Hessen has represented CIBA-Geigy Corp. in the
       past, which may be a related entity to CIBA and CIBA
       Specialty Chemical Corp;

   (g) Hahn & Hessen has done work in the past for Citibank,
       N.A., which may be related to Citicapital Commercial Corp.
       and Citicapital Commercial Leasing, both of which are
       listed as creditors of the Debtors; and

   (h) Hahn & Hessen has represented and currently represents
       these parties or its affiliates that potentially have
       executory contracts or equipment leases with or claims
       against the Debtors:

          -- Key Equipment Financing,
          -- Transamerica Leasing,
          -- LaSalle National Leasing Corp.,
          -- IBI Whitehall Business Credit Corporation, and
          -- General Electric Capital Corporation.

      All of these representations are in an unrelated capacity   
      to the Debtors' bankruptcy proceedings.

Mr. Indelicato assures the Committee that while Hahn & Hessen is
retained by the Committee, it will not represent any other entity
in connection with these Chapter 11 cases.  "My firm and all its
members and associates are disinterested person as that term is
defined in Section 101(13) of the Bankruptcy Code," Mr.
Indelicato maintains. (Pillowtex Bankruptcy News, Issue No. 52;
Bankruptcy Creditors' Service, Inc., 609/392-0900)    


POLAROID CORP: PBGC Says Disclosure Statement Info. Inadequate
--------------------------------------------------------------
The Pension Benefit Guaranty Corporation, a United States
government agency, believes that the proposed Disclosure
Statement filed by the Polaroid Debtors and the Official Committee
of Unsecured Creditors does not contain adequate information as
that term is defined in Section 1125(a) of the Bankruptcy Code.

According to Andrea M. Wong, Esq., Office of the General Counsel,
in Washington, D.C., PBGC is the federal agency that is
responsible for paying former Polaroid employees their guaranteed
pension benefits.  The PBGC took over the Polaroid Pension Plan
in July 2002.  The Pension Plan failed in part due to its
inability to pay promised benefits.

PBGC administers the termination insurance program for private
sector-defined benefit pension plans and enforces the rules under
Title IV of ERISA, which governs plan terminations.  Pursuant to
ERISA and the Internal Revenue Code, the Debtors were either
contributing sponsors or members of the contributing sponsors'
controlled group.  They may have also been fiduciaries with
regard to the Pension Plan.

The contributing sponsor of a pension plan and its controlled
group members are jointly and severally obligated to contribute
to the pension plan amounts necessary to satisfy the minimum
funding standard set forth in ERISA and the Internal Revenue
Code, and are also obligated to pay to PBGC pension plan
insurance premiums, as required by ERISA.  Upon termination of an
underfunded pension plan, the contributing sponsor and controlled
group members incur joint and several liability to PBGC under
Section 1362(a) of the Judicial Procedures Code for the total
amount of "unfunded benefit liabilities" of the plan.  Also, any
party who is a fiduciary with respect to a plan who breaches any
of the responsibilities, obligations, or duties imposed upon
fiduciaries by Title IV will be personally liable to make good to
the plan any losses to the plan resulting from each such breach.

Upon taking over the Pension Plan, PBGC became authorized to
pursue collection of amounts owed to the Plan.  

PBGC objects to the Debtors' Disclosure Statement specifically
because:

A. The Disclosure Statement and Plan of Reorganization provide
   for broad releases of non-debtor liability.

   Ms. Wong points out that the Disclosure Statement does not
   even mention the claims that are being released, and does not
   discuss whether the proposed release applies to PBGC's claims
   and any claims of the Pension Plan's participants.  Moreover,
   the Disclosure Statement does not discuss why the releases are
   appropriate.  

   Nevertheless, PBGC would be willing to withdraw its objections
   if this language is included in the Disclosure Statement and
   the Plan of Reorganization:

      (A) For the Joint Plan of Reorganization:

          (I) In Article I, Defined Terms and Rules of
              Interpretation:

              "Pension Plan" means the Polaroid Pension Plan, a
              tax qualified defined benefit pension plan covered
              by Title IV of the Employee Retirement Income
              Security Act ("BRISA"), as amended.

              "PBGC" means the Pension Benefit Guaranty
              Corporation, the United States government agency
              created under Title IV of the Employee Retirement
              Income Security Act, to, among other things,
              administer the termination insurance program for
              private sector defined benefit pension plans.

         (II) In Article X, Section 10.6

              No provision of or proceeding within the Debtors'
              reorganization proceedings, the Plan of
              Reorganization, or the Confirmation Order will in
              any way be construed as discharging, releasing, or
              relieving the Debtors, Reorganized Debtors or any
              other party in any capacity, from any liability
              with respect to the Polaroid Pension Plan or any
              other defined benefit pension plan under any law,
              governmental policy or regulatory provision.  PBGC
              and the Pension Plan will not be enjoined or
              precluded from enforcing the liability by any of
              the provisions of the Plan of Reorganization or
              Confirmation.

      (B) For the Disclosure Statement:

          (I) In Article IV, Section K.6
           
              The Debtors' reorganization proceedings, and in
              particular the Plan of Reorganization, the exhibits
              thereto, the Confirmation Order and Section 1141 of
              the Bankruptcy Code, will not in any way be
              construed as discharging, releasing or relieving
              the Debtors, Reorganized Debtors, or any other
              party, in any capacity, from any liability with
              respect to the Polaroid Pension Plan under any law,
              governmental policy or regulatory provision.  PBGC
              and the Pension Plan will not be enjoined or
              precluded from enforcing the liability by any of
              the provisions of the Plan of Reorganization or
              Confirmation.

B. The Disclosure Statement describes the Plan of Reorganization
   as a Liquidating Plan

   The Debtors have liquidated substantially all of their assets
   and will not engage in operations after reorganization.  
   However, Article IV, Section K.1 of the Disclosure Statement
   states that "no Holder of a Claim against any Debtor may, on
   account of such Claim, seek or receive any payment or other
   distribution from, or seek recourse against, any Debtor,
   Reorganized Polaroid, their respective successors or their
   respective property, except as expressly provided herein."  
   Ms. Wong argues that the Disclosure Statement fails to discuss
   why a discharge is appropriate, especially in light of Section
   1141(d)(3) of the Bankruptcy Code.

   Section 1141(d)(3) provides that a corporate debtor cannot
   obtain a discharge if it has liquidated all or substantially
   all of its assets, does not engage in business after
   confirmation, and would be denied a discharge under Section
   727(a) if the case were a case under Chapter 7.  A debtor is
   denied a discharge under Section 727(a)(1) if it is not an
   individual, which is the case here.  Liquidating corporations
   are automatically precluded from discharge.  Accordingly, the
   provision in the Plan providing for a discharge of the
   Debtors should be deleted, unless the Debtors provide an
   adequate explanation of why the discharge provision does not
   violate Section 1141(d)(3).

If the Debtors agree to amend the Disclosure Statement and Plan
of Reorganization as suggested, Ms. Wong says, PBGC will withdraw
its objection. (Polaroid Bankruptcy News, Issue No. 46; Bankruptcy
Creditors' Service, Inc., 609/392-0900)


PORTOLA PACKAGING: Acquires All Shares of Tech Industries Inc.
--------------------------------------------------------------
On September 19, 2003, Portola Packaging, Inc., a Delaware
corporation, acquired all of the issued and outstanding capital
stock of Tech Industries, Inc., a Rhode Island corporation, in a
stock purchase transaction pursuant to a Stock Purchase Agreement,
dated September 1, 2003, between PPI, TII, and the shareholders of
TII.

In connection with this purchase, PPI also acquired (i) all of the
issued and outstanding capital stock of Tech Industries U.K. Ltd.,
a Rhode Island corporation, an affiliate of TII, pursuant to a
Stock Purchase Agreement, dated September 1, 2003, between PPI,
TIUK, and the shareholders of TIUK, and (ii) all the partnership
interests in Fairmount Realty Associates and 84 Fairmount Street
Limited Partnership, the owners of certain land, buildings and
fixtures leased and used by TII in its manufacturing operations,
pursuant to Equity Purchase Agreements, dated September 1, 2003,
between PPI and the partners of Fairmount Realty Associates and 84
Fairmount Street Limited Partnership.  Certain material terms of
the TII Purchase Agreement, the TIUK Purchase Agreement and the
Equity Purchase Agreements were modified by a Closing Agreement,
dated September 19, 2003, between PPI, the shareholders of TII,
the shareholders of TIUK and the partners of the Partnerships.

TII is a manufacturer of plastic closures and containers for the
personal care and cosmetic industries. It will continue to operate
as a wholly-owned subsidiary of PPI. TIUK will continue to operate
as a wholly-owned subsidiary of PPI unless subsequently dissolved.
If dissolved, it is anticipated that the assets of TIUK, which are
immaterial to both TII and PPI, will be transferred to TII to be
used in its manufacturing operations. The Partnerships were
dissolved as a matter of law upon acquisition of the partnership
interests by PPI, and the Property was acquired by TII. The
Property will continue to be used for the manufacturing operations
of TII.

Under the terms of the TII Purchase Agreement, the TIUK Purchase
Agreement, the Equity Purchase Agreements and the Closing
Agreement, the aggregate purchase price for the capital stock of
TII and TIUK and the partnership interests of the Partnerships
consisted of cash payments in the amount of approximately $35.7
million, of which approximately $34.3 million, including a working
capital adjustment of $0.6 million, represented the purchase price
for the TII stock; approximately $0.1 million represented the
purchase price for the TIUK stock; and approximately $1.3 million,
(including a $0.1 million escrow account to be available to
remediate any environmental issues with the Property), represented
the purchase price for the partnership interests of the
Partnerships.

The purchase price for the TII Stock, the TIUK Stock and the
partnership interests of the Partnerships was paid in cash from
borrowings under PPI's credit facility with Heller Financial, Inc.
pursuant to the Consent and First Amendment to Third Amended and
Restated Credit Agreement, dated September 19, 2003, between PPI
and Heller. The 2003 Credit Agreement provides for a $54.0 million
revolving line of credit, representing a $4.0 million increase in
the $50.0 million credit facility available under the Third
Amended and Restated Credit Agreement, dated September 29, 2000,
between PPI and Heller.

Under the terms of the 2003 Credit Agreement and the Indenture,
dated October 2, 1995, between PPI and American Bank National
Association relating to PPI's $110 million senior notes, TII has
been designated a "Restricted Subsidiary" of PPI. "Restricted
Subsidiary" status under these instruments generally affords PPI
greater flexibility in financing the operations of the subsidiary.
The consent of Heller to the TII Purchase Agreement, the TIUK
Purchase Agreement and the Equity Purchase Agreements were
obtained in connection with the 2003 Credit Agreement. No consent
to the TII Purchase Agreement, the TIUK Purchase Agreement and the
Equity Purchase Agreements was required to be obtained by PPI
under the terms of the Indenture. Under the terms of the 2003
Credit Agreement, Heller has a security interest in all of the
stock and equity of TII and TIUK acquired by PPI, all real,
personal and intangible property held by those entities at the
time of the acquisitions and the Property.

Under the 2003 Credit Agreement, any amount borrowed by PPI is
secured by the assets of PPI located in the United States (with
the exception of certain entities which are not wholly-owned
subsidiaries of PPI), including real property, personal property,
accounts receivable, inventory and intellectual property of PPI
and by assets of PPI's wholly-owned subsidiaries located in the
United States, Canada, Mexico and the United Kingdom. These
subsidiaries are Portola Allied Tool, Inc., a Delaware corporation
headquartered in Michigan Center, Michigan; Tech Industries, Inc.,
a Rhode Island corporation headquartered in Woonsocket, Rhode
Island; Portola Packaging Canada Ltd., a Yukon Territory
corporation headquartered in Richmond, British Columbia; Portola
Packaging, Inc. Mexico, a Mexico corporation headquartered in
Guadalajara, Mexico; and Portola Limited and Portola Packaging
Limited, corporations organized under the laws of England and
Wales that are headquartered in Doncaster, South Yorkshire,
England. In addition, PPI pledged all outstanding shares of the
capital stock of the above-named subsidiaries of PPI as collateral
for the loan. In connection with closing of the 2000 Credit
Agreement, certain stockholders of PPI entered into negative
pledge agreements with respect to equity holdings in PPI
representing over 50% in the aggregate of the outstanding voting
stock of PPI, and these agreements remain in effect.

Unless terminated earlier, the credit facility under the 2003
Credit Agreement will mature on August 31, 2004, the same date
that the 2000 Credit Agreement provided for termination of the
credit facility.

As previously reported, Standard and Poor's Ratings Services
revised its outlook on San Jose, California-based Portola
Packaging Inc. to negative from stable following the company's
announced acquisition of Tech Industries Inc. and the expected
decline in the company's liquidity position that will likely
result.

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


REPUBLIC ENGINEERED: Intends to Pay Vendors' Prepetition Claims
---------------------------------------------------------------
Republic Engineered Products Holdings LLC and its debtor-
affiliates are asking for authority from the U.S. Bankruptcy Court
for the Northern District of Ohio to pay the prepetition claims of
Certain Critical Vendors.

The Debtors point out two categories of critical vendors whose
prepetition claims they seek to pay:

  A. Single Source Vendor Claims

     Certain essential raw materials, supplies, and other services
     required to manufacture the Debtors' products are available
     only from a single supplier

     Because the Debtors do not have any viable alternatives to
     obtain substitute goods or services from other suppliers, the
     Debtors have determined that they must have the authority, in
     their discretion, to satisfy the prepetition claims of the
     Single Source Vendors to ensure that these essential Single
     Source Goods will continue to be available to the Debtors
     without interruption.

     In other cases, substitute goods from other potential
     suppliers technically are available, but these alternate
     suppliers cannot provide the Single Source Goods that meet
     the Debtors' requirements for quality, quantity, or
     reliability -- or cannot ensure availability on a cost-
     efficient and timely basis in the appropriate geographic
     areas -- particularly where such goods must be provided
     without delay to meet the Debtors' production and
     distribution schedules. As a result, the Debtors cannot rely
     on these alternate sources to supply Single Source Goods.

     Any interruption in the supply of Single Source Goods from
     the Single Source Vendors would immediately jeopardize their
     ability to maintain their manufacturing operations and, in
     turn, generate revenues.

  B. Small Business Claims

     The Debtors utilize a number of small, local businesses in
     their day-to-day operations to perform essential
     specialized maintenance, operational, and manufacturing
     services at certain of the Debtors' manufacturing
     facilities. Because of the specialized nature of the
     services provided by the Small Business Vendors and the
     invaluable expertise and institutional knowledge developed
     by these entities over time, the Debtors have no readily
     available substitute vendors to provide these services.
     Moreover, because many of the Small Business Vendors rely
     on the Debtors for a substantial portion of their
     businesses, the Debtors believe that these Small Business
     Vendors may not be able to absorb losses resulting from the           
     Debtors' failure to pay outstanding Small Business Claims
     on ordinary business terms.

     Accordingly, any delay in paying the Small Business Claims
     could force these Small Business Vendors into bankruptcy or
     out of business, eliminating the Debtors' sources for
     certain key supplies and services and jeopardizing the
     Debtors' ability to maintain operations and reorganize
     successfully. For these reasons, the Debtors believe that
     it is essential to satisfy these Small Business Claims to
     ensure that essential services remain available to the
     Debtors without interruption.

The Debtors estimate that the aggregate amount of Critical Vendor
Claims to be paid pursuant to this Motion is at least $600,000.

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.


ROUGE IND.: Considering Major Debt Workout to Ease Liquidity
------------------------------------------------------------
Rouge Industries, Inc. (OTC Bulletin Board: RGID) continues to
pursue strategic alternatives, including the restructuring of its
principal credit facility to improve liquidity.  

While this credit facility is scheduled to expire in March 2004,
the Company had hoped to complete the restructuring by
September 30.  Other strategic alternatives being pursued by the
Company include the potential sale of its entire business or
certain asset dispositions.

The Company noted that there could be no assurance that the
exploration of strategic alternatives would be successful and that
the Company may not make any further public announcements
concerning the exploration of strategic alternatives unless and
until a definitive agreement concerning a refinancing or other
transaction is reached.

                         *     *     *

During the mid-1990's, the Company experienced a relatively
stable market environment. Then in 1998, an unprecedented amount
of steel imports began flooding the U.S. causing domestic steel
prices to decline dramatically. Next, in 2000, natural gas
prices began to rise causing a considerable increase in the
Company's costs of goods sold. In addition, in late 2001, a fire
occurred at Double Eagle, the Company's joint venture
electrogalvanizing line, which caused that facility to lose
production for nine months.

The Company continues to face difficult market conditions,
although steel product prices in the spot market and demand for
the Company's products improved during 2002. The low prices
during the past three years, the cash strain caused by the
Powerhouse explosion and the Double Eagle fire and contractual
issues related to the startup and operation of the new power
plant caused significant operating losses and put considerable
pressure on the Company's liquidity. The Company responded to
the liquidity deterioration by refinancing its revolving loan
facility, procuring two subordinated credit facilities and
selling or restructuring three joint ventures. The first
subordinated credit facility was obtained in late 2001 and
during 2002, the Company secured an additional $10 million loan,
which is tied to a long-term supply contract with a raw material
supplier. Additionally, the Company has undertaken an aggressive
cost reduction program and reduced capital expenditures in order
to help conserve cash.

The Company's liquidity is dependent on its operating performance
(which is closely related to business conditions in the domestic
steel industry), the implementation of operating and capital cost
reduction programs, receipt of proceeds from the Double Eagle
insurance claim, the impact of the tariffs imposed in response to
the Bush Administration's Section 201 relief, and its sources of
financing. The Company depends on borrowings to fund operations.
In the event that market conditions deteriorate, causing operating
losses to continue, and the Company is unable to secure additional
financing sources to fund its operations, it may be required to
seek bankruptcy protection or commence liquidation or other
administrative proceedings.

In its report dated February 8, 2003, PricewaterhouseCoopers
LLC, stated: "The [Company's] consolidated financial statements
have been prepared assuming that the Company will continue as a
going concern. . . .  [T]he Company has suffered recurring losses
from operations and negative cash flows that raise substantial
doubt about its ability to continue as a going concern.  The
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty."


SHAW GROUP: Entergy Awards Nuclear Service Contract for NE Fleet
----------------------------------------------------------------
The Shaw Group Inc. (NYSE:SGR) announced that its subsidiary,
Stone & Webster Construction, Inc., has been notified that it has
been selected to provide maintenance and modification services for
four stations, five units in the Nuclear Northeast fleet of
Entergy Nuclear Operations Inc. The Northeast fleet includes
Vermont Yankee, the Pilgrim Station in Massachusetts, and the
James A. Fitzpatrick and Indian Point Stations in New York. The
Company expects to finalize contractual arrangements by December
31, 2003.

The award represents an expansion of similar work currently being
performed by Stone & Webster at five units in the South Nuclear
fleet operated by Entergy. Stone & Webster has provided
maintenance and modification services for the South Nuclear fleet
since 1996, and was awarded a renewed six-year contract for a
continuation of these services in April 2003. Under Shaw's
leadership, Stone & Webster has expanded its maintenance and
modifications fleet by 12 units.

"With the addition of Entergy's Northeast fleet to our current
portfolio, Shaw will be providing maintenance and modification
services to 32 of the 103 operating nuclear plants in the U.S,"
stated Michael P. Childers, President of Shaw's ECM Division.
"This award fortifies our reputation as the preeminent provider of
services to the nuclear industry and we are proud of Entergy's
continued confidence in our execution capabilities."

A major provider of nuclear services in the United States, Stone &
Webster, Inc. has furnished engineering, construction, maintenance
and consulting support to more than 90 percent of the nation's
nuclear facilities and is the domestic leader in the supply of
multi-station contract maintenance and plant restart services.
Stone & Webster supported world records for refueling outage
durations for both pressurized water reactors (PWR) and boiling
water reactors (BWR). The Company's current nuclear workforce
exceeds 5,000 worldwide.

Entergy Corporation is an integrated energy company engaged
primarily in electric power production, retail distribution
operations, energy marketing and trading, and gas transportation.
Entergy owns and operates power plants with about 30,000 megawatts
of electric generating capacity, and it is the second-largest
nuclear generator in the United States. Entergy delivers
electricity to 2.6 million utility customers in Arkansas,
Louisiana, Mississippi, and Texas. Through Entergy-Koch, LP, it is
also a leading provider of wholesale energy marketing and trading
services, as well as an operator of natural gas pipeline and
storage facilities. Energy has annual revenues of over $8 billion
and more than 15,000 employees. On the Internet, visit Entergy at
http://www.entergy.com  

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


SIRIUS SATELLITE: Look for Third-Quarter Results on October 29
--------------------------------------------------------------
SIRIUS (Nasdaq: SIRI), known for delivering the very best in
commercial-free music and premium audio entertainment to cars and
homes across the country, will announce third quarter 2003
financial and operating results on Wednesday, October 29, 2003.

The company will hold a conference call at 10:00 A.M. Eastern
Time.  To access the call, please dial in approximately 10 minutes
prior to the start time using one of the numbers below:

     Call-in number: (973) 582-2745
     Toll-free number: (877) 691-0878
     Moderator: Joseph Clayton

The conference call will also be web-cast in real-time on the
company's Web site at http://www.sirius.comat 10:00 A.M. ET on  
October 29.  SIRIUS subscribers can listen to the call live on
Stream 135 at 10:00 A.M. ET.

If you are unable to participate in the live call on October 29,
an audio replay will be available after 12:00 P.M. ET on October
29, through midnight on November 29. To access a replay of the
call, please visit the company's Web site at http://www.sirius.com
or dial one of the numbers below:

     Replay number: (973) 341-3080
     Toll-free replay number: (877) 519-4471
     Pass code: 4208821

SIRIUS (S&P, CCC Corporate Credit Rating, Stable) is the only
satellite radio service bringing listeners more than 100 streams
of the best music and entertainment coast-to-coast.  SIRIUS offers
60 music streams with no commercials, along with over 40 world-
class sports, news and entertainment streams for a monthly
subscription fee of only $12.95, with greater savings for upfront
payments of multiple months or a year or more.  Stream Jockeys
create and deliver uncompromised music in virtually every genre to
our listeners 24 hours a day.  Satellite radio products bringing
SIRIUS to listeners in the car, truck, home, RV and boat are
manufactured by Kenwood, Panasonic, Clarion and Audiovox, and are
available at major retailers including Circuit City, Best Buy, Car
Toys, Good Guys, Tweeter, Ultimate Electronics, Sears and
Crutchfield.  SIRIUS is the leading OEM satellite radio provider,
with exclusive partnerships with DaimlerChrysler, Ford and BMW.  
Automotive brands currently offering SIRIUS radios in select new
car models include BMW, MINI, Chrysler, Dodge, Jeep(R), Nissan,
Infiniti, Mazda and Audi.  Automotive brands that have announced
plans to offer SIRIUS in select models include Ford, Lincoln,
Mercury, Mercedes-Benz, Jaguar, Volvo, Volkswagen, Land Rover and
Aston Martin.


SOLUTIA INC: Provides Guidance on Third-Quarter 2003 Results
------------------------------------------------------------
Solutia Inc. (NYSE: SOI) indicated that it expects an after-tax
loss in the range of $1.65 to $1.70 per share for the third
quarter. This loss includes charges in the range of $1.40 to $1.50
per share. Operating results compared to the prior year quarter
were negatively impacted by higher raw material and energy costs,
and extended maintenance downtime at the Company's acrylonitrile
facility in Alvin, Texas.

"We have continued to be challenged by weak economic conditions,
which have been exacerbated by unusually high raw material and
energy costs. Unfortunately, we believe these conditions will
persist for some time to come," said chairman and chief executive
officer John C. Hunter.

The Company expects to record a restructuring charge of
approximately $.55 per share resulting from actions by Astaris,
its 50% owned joint venture, during the quarter. The Astaris
restructuring plan will focus on fixed cost reduction through
asset optimization and selective product and facility
rationalizations, including the Conda, Idaho, purified wet acid
facility, which has performed significantly below the expectations
established during the formation of the joint venture.

A charge of approximately $.70 per share will be recorded for the
previously announced Anniston PCB settlement and an increase in
certain other litigation accruals. The Company will also record a
non-cash, pension settlement charge of approximately $.20 per
share in the quarter due to the significant level of lump sum
payouts to separated employees in the current year.

"With the Anniston litigation settlement and the closing of the
new credit facility, we can now focus on the significant financial
issues ahead of us including addressing debt maturities, reducing
our leverage, managing the continuing drain from legacy
liabilities and satisfying our pension obligations. We will
continue to explore all alternatives to properly address these
issues," said Hunter.

Solutia plans to discuss its earnings in greater detail at its
third quarter conference call on Friday, Oct. 24, 2003, at 9 a.m.
central time, 10 a.m. eastern time. The teleconference will be
webcast on our Web site at:
http://www.solutia.com/pages/corporate/investors/investor_relations.asp,  
under the teleconferences and presentations tab.

Solutia -- http://www.Solutia.com-- (Fitch, B- Senior Secured  
Bank Facility and CCC Senior Secured Notes Ratings, Negative) uses
world-class skills in applied chemistry to create value-added
solutions for customers, whose products improve the lives of
consumers every day.  Solutia is a world leader in performance
films for laminated safety glass and after-market applications;
process development and scale-up services for pharmaceutical fine
chemicals; specialties such as water treatment chemicals, heat
transfer fluids and aviation hydraulic fluid and an integrated
family of nylon products including high-performance polymers and
fibers.


SPIEGEL INC: Reports 21 Year-on-Year Decrease in September Sales
----------------------------------------------------------------
The Spiegel Group reported net sales of $145.3 million for the
five weeks ended September 27, 2003, a 21 percent decrease from
net sales of $183.6 million for the five weeks ended September 28,
2002.

For the 39 weeks ended September 27, 2003, net sales declined 23
percent to $1.189 billion from $1.543 billion in the same period
last year.

Comparable-store sales for the company's Eddie Bauer division
increased 7 percent for the five weeks ended September 27, 2003,
compared to the same five-week period last year. Eddie Bauer's
comparable-store sales gain was primarily driven by the continued
strong customer response to its women's apparel offer. For the 39-
week period ended September 27, 2003, Eddie Bauer's comparable-
store sales declined 6 percent.

Fabian Mansson, president and chief executive officer of Eddie
Bauer, commented, "We are encouraged by the positive customer
response to our fall product offer. We continue to make solid
progress in our efforts to return the Eddie Bauer brand to its
outdoor heritage as we draw inspiration from our past to develop
new product designs with innovative materials and fabrications.
Supported by an integrated, multi-channel marketing campaign, the
focus of our fall offer is to deliver outdoor-inspired products
with the quality and comfort that customers expect from Eddie
Bauer."

The Group's net sales from retail and outlet stores fell 10
percent for the month compared to September of last year,
reflecting the negative impact of store closings, offset somewhat
by the gain in Eddie Bauer's comparable- store sales. The company
has reduced its store base by 18 percent, operating 468 stores at
the end of September 2003 compared to 574 stores at the end of
September 2002. Most of the store closings resulted from actions
taken as part of the company's ongoing reorganization process.

Direct net sales (catalog and e-commerce) for the Group decreased
30 percent for the month compared to last year, primarily due to
lower customer demand and a planned reduction in catalog
circulation.

The Spiegel Group is a leading international specialty retailer
marketing fashionable apparel and home furnishings to customers
through catalogs, specialty retail and outlet stores, and e-
commerce sites, including eddiebauer.com , newport-news.com and
spiegel.com . The Spiegel Group's businesses include Eddie Bauer,
Newport News and Spiegel Catalog. Investor relations information
is available on The Spiegel Group Web site at
http://www.thespiegelgroup.com  


STEINWAY MUSICAL: S&P Concerned about Weakened Credit Protection
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Steinway Musical Instruments Inc. to 'BB-' from 'BB',
and lowered its senior unsecured rating to 'B+' from 'BB-'. The
ratings were removed from CreditWatch, where they were placed
April 1, 2003.

The outlook is stable. At June 30, 2003, $197.6 million in total
debt was outstanding.

"The downgrade reflects the company's weakened credit protection
ratios due to challenging industry fundamentals," said credit
analyst Martin S. Kounitz. With lower consumer spending on
discretionary luxury items, unit sales of pianos declined 10% for
the first half of 2003 compared with the same period the previous
year. Pianos represent about 60% of EBITDA. Unit sales of band
instruments fell 11% in this same time period due to increased
foreign competition and strikes at Steinway's band instrument
plants. Band instruments represent about 40% of EBITDA.

The ratings on Waltham, Mass.-based Steinway are based on the
company's below average financial profile, narrow product
offering, and the discretionary nature of the products. These
factors are somewhat mitigated by Steinway's well-established
market position in both the concert hall and institutional
markets; its widely recognized brand names, including Conn,
Selmer, and Steinway; and geographic diversification in the U.S.,
Europe, and Asia.

In recent years, as the company sells more pianos to
conservatories, Steinway has somewhat improved the predictability
of sales relative to those in the purely consumer market. However,
Standard & Poor's does not expect the market for band instruments
to expand in the intermediate term. In the Conn-Selmer band
instrument division, while about 75% of unit sales are to schools,
the population of 10-to-14 year olds, the target market, is
nearing its peak. Profitability in the band division has also
declined, as lower cost instruments have taken market share in the
student instrument segment.

In the Conn-Selmer band division, Steinway has taken steps to
improve its competitive position. The company is now outsourcing
many of its student-level instruments to Asian manufacturers. As a
result, Standard & Poor's expects that the company's gross margin
will improve somewhat, as Steinway imports student instruments at
a lower cost than its formerly domestically manufactured products.


TITAL CORP: Will Publish Third-Quarter Results on October 23
------------------------------------------------------------
The Titan Corporation (NYSE: TTN) will release third quarter 2003
financial results on Thursday, October 23, 2003.  At 11:00 a.m.
Eastern (8:00 a.m. Pacific) on the same day, Titan will also host
its quarterly conference call.

The call will be hosted by Gene W. Ray, Titan's Chairman,
President & Chief Executive Officer, and Mark W. Sopp, Senior Vice
President & Chief Financial Officer.  The call will be webcast
live via the Internet at http://www.titan.com.  The conference  
call dial in number is (888) 423-3281.

Webcast registration information will be available at
http://www.titan.comone week prior to the call.  An archive of  
the webcast will be available two hours following the conference
call.  A telephone replay of the call will be available beginning
at 12:30 p.m. (Pacific) through October 25, 2003 at 11:59 p.m.
(Pacific) by dialing (800) 475-6701 (access code 701971).

Headquartered in San Diego, The Titan Corporation (S&P, BB-
Corporate Credit and Senior Secured Debt Ratings, Positive) is a
leading provider of comprehensive information and communications
systems solutions and services to the Department of Defense,
intelligence agencies, and other federal government customers.  As
a provider of National Security Solutions, the company has
approximately 11,000 employees and current annualized sales of
approximately $1.7 billion.


TULLAS CDO: Fitch Downgrades Class B & C Note Ratings to BB-/CC
---------------------------------------------------------------
Fitch Ratings has downgraded the following classes of notes issued
by Tullas CDO Ltd.:

     --$298,039,071 class A notes to 'BBB-' from 'BBB+';

     --$6,000,000 class B notes to 'BB-' from 'BBB-';

     --$8,000,000 class C notes to 'CC' from 'CCC'.

The class A and B notes will remain on Rating Watch Negative due
to the continuing uncertainty of the timing and ultimate
resolution of current impaired assets and the risk of further
deterioration in the portfolio. The class C notes are removed from
Rating Watch Negative.

Since Fitch's previous rating action on the notes on March 12,
2003, the portfolio has experienced continuing performance
deterioration from exposures to underperforming sectors such as
manufactured housing, collateralized debt obligations, and
aircraft securitizations.

Tullas CDO Ltd. is comprised of a static portfolio of assets held
physically, as well as a series of assets that are referenced
through a credit linked note. The transaction has experienced
impairment of assets held both physically and through its CLN,
which Fitch expects to incur losses. The timing of the losses on
these impaired assets and the ultimate recovery value of several
of these assets remains uncertain and may be below Fitch's assumed
recovery values.


TWINLAB CORP: Judge Blackshear Approves 'First Day' Motions
-----------------------------------------------------------
On September 25, 2003, a hearing was held before the Honorable
Cornelius Blackshear in the United States Bankruptcy Court for the
Southern District of New York in the jointly administered Chapter
11 cases of Twinlab Corporation, Twin Laboratories Inc., and Twin
Laboratories (UK) Ltd.

At the September 25, 2003 hearing, Judge Blackshear granted final
approval of a number of "first day motions" filed by the Debtors,
which had previously received interim approval from the Court. The
orders issued by Judge Blackshear at the September 25, 2003
hearing included, among others, the following:

     1. Final Order signed on 9/25/2003 (A) Authorizing
        Postpetition Financing And Granting Security Interests And
        Superpriority Administrative Expense Status; (B) Modifying
        The Automatic Stay; and (C) Granting Adequate Protection.
        [Order entered on 9/26/2003]

     2. Final Order signed on 9/25/2003 Authorizing the Debtor's
        to Pay Prepetition Wages, Compensation, Tax Withholding
        Obligations and Employee Benefits and Authorizing and
        Directing Financial Institutions to Honor and Process
        Checks and Transfers Related to Such Obligations. [Order
        entered on 9/29/2003]

In addition, an order was signed on September 25, 2003 granting
the Debtors' Motion to Approve (A) Bidding Procedures for
Submission and Acceptance of Competing Bids, and Under Certain
Circumstances, Payment of a Break-Up Fee and Expense Reimbursement
to IdeaSphere, Inc. and TL Acquisition Corp.; (B) Scheduling
Bidding Deadline, Auction Date and/or Sale Hearing Date; (C)
Establishing Procedure for Determining Cure Amounts; and (D)
Fixing Notice  Procedures and Approving Form of Notice. [Order
entered on 9/26/03]

All orders entered by the Court are publicly available at the
United States District Court for the Southern District of New
York.


UNITED AIRLINES: Fee Review Committee Files 1st Fee Applications
----------------------------------------------------------------
The UAL Corporation Fee Review Committee presents to Judge Wedoff
its report covering the first interim fee applications filed by
professionals in these cases for the period December 9, 2002 to
March 31, 2003.

The Fee Review Committee, formed to monitor fees requested by
Professionals, seeks to maintain a reasonable level of fees given
the complexity and size of these cases.

There are three voting members of the Fee Review Committee:

   (a) Ira Bodenstein -- U.S. Trustee Northern District of  
       Illinois;

   (b) Marian Durkin -- UAL's representative; and

   (c) Michael O'Neil -- Unsecured Creditors Committee's  
       representative.

The Fee Review Committee has met at least six times between
February 19, 2003 and July 2, 2003, developing billing guidelines
to assist in review of compensation and expense reimbursement.  
The Fee Review Committee has reviewed the First Interim Fee
Applications.  The Fee Review Committee has voted, and recommends
to the Court, that the payment of fees and reimbursement of
expenses as requested by the Professionals be altered in these
amounts:

                                     Voluntary     Committee
     Professional   Application      Reduction     Objection
     ------------   -----------      ---------     ---------
     Kirkland       $12,253,679       $44,344        $47,125
     Sonnenschein     5,065,188        77,789         41,312
     KPMG             4,334,811         6,286          3,579
     Huron            2,316,236         4,496          9,779
     Vedder Price     2,065,087        17,846         16,741
     Paul Hastings      955,615         2,753          6,556
     Wilmer Cutler      683,689         3,828         15,411
     Piper Rudnick      971,218        37,456              0
     Deloitte           138,445             0         16,610

                            Objections

(1) Kirkland & Ellis

Kirkland & Ellis, as a member of the Fee Review Committee,
certainly appreciates all of the hard work to date by the
Committee members, particularly the United States Trustee's
office, who is responsible for processing thousands of pages of
fee-related documents.  However, the Fee Review Committee takes
the position that if a Kirkland partner has billed less than
three hours in a month or an associate/paraprofessional has
billed less than five hours in a month, then that time billed is
unreasonable, of no benefit to the estates and should not be
reimbursed.  The Committee's rationale is that in such a case,
the individual must spend a significant percentage of the billed
time "getting up to speed."

Kirkland disagrees with this rule because it is arbitrary and
does not consider actual work done by these professionals.  
Natural ebbs and flows in these cases mean the involvement of
many professional changes over time.

(2) Deloitte & Touche

Howard L. Teplinsky, Esq., at Seidler & McErlean, also disagrees
with the three-hour rule.  The rationale is "seemingly arbitrary"
and does not account for the value provided by Deloitte's
services.  For example, if a partner devotes two hours on July 31
and two hours on August 1, that Professional's time is
uncompensated and the contribution to the estate is considered
unbeneficial.  While the Committee's task is daunting, this
ignores the realities of performing professional accounting
services.

(3) Vedder Price

Douglas J. Lipke, Esq., at Vedder, Price, Kaufman & Kammholz,
tells the Court that his firm's hourly rates are significantly
below those charged by other counsel in these cases.  "Vedder
Price seeks to provide the Debtors with the most cost-effective
services possible."  Also, Vedder Price's fees have already been
reduced by ten percent prior to submission to the Court for
approval.  Thus, the firm's fees should not be reduced further.
(United Airlines Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., 609/392-0900)   


US AIRWAYS: Enters Stipulation Settling Pitney Bowes Claims
-----------------------------------------------------------
On November 1, 2002, Waterview Resolution Corporation, a wholly
owned subsidiary of Pitney Bowes Credit Corporation, filed Claim
No. 3408, which was subsequently amended by Claim No. 5032.  
Waterview asserts contingent and unliquidated claims against the
Reorganized US Airways Debtors relating to four Aircraft bearing
Tail Nos. N516AU, N574US, N523AU and N524AU.

On December 31, 2002, GATX LKE-FE, Inc., now known as FC Lester,
Inc., became the transferee of Claim Nos. 3084 and 5032 to the
extent the Claims pertain to Tail Nos. N516AU and N574US.  On
November 1, 2002, Wilmington Trust Company, as Owner Trustee,
filed Claim No. 4011, which asserted amounts associated with Tail
Nos. N523AU and N524AU.

To the extent Claim Nos. 3084 and 5032 pertain to Tail Nos.
N523AU and N524AU, the Debtors argue that the Claims are
duplicative of Wilmington's Claim No. 4011.  As a result, on
January 24, 2003, the Reorganized Debtors objected to Claim No.
5032 for being partially duplicative of Claim No. 4011.

To settle the dispute, the parties agree to withdraw Claim
No. 3408.  Claim No. 5032 is reduced and allowed as a Class
USAI-7 General Unsecured Claim for $27,320,374 relating to Tail
Nos. N516AU ($13,523,052) and N574US ($13,797,322).  All other
claims contained in Claim No. 5032 are disallowed.  The
Stipulation does not alter or affect that portion of Claim No.
4011 that pertains to Tail Nos. N523AU and N524AU. (US Airways
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 609/392-0900)


VIVENDI: S&P Says One-Notch Upgrade for BB Rating Likely
--------------------------------------------------------
Standard & Poor's Ratings Services said it will most likely raise
by one notch its 'BB' long-term corporate credit rating on French
media and telecommunications group Vivendi Universal S.A., upon
the closing of the merger between VU's 86%-owned U.S.-based media
subsidiary Vivendi Universal Entertainment LLLP (VUE; BB/Watch
Pos/--) and General Electric Co.'s wholly owned media subsidiary
NBC.
     
At the same time, Standard & Poor's raised its long-term senior
unsecured debt ratings on VU to 'BB' from 'B+', reflecting the
significantly improved position of the company's unsecured debt
holders as a result of the merger transaction.
     
All long-term ratings on VU and VUE remain on Creditwatch with
positive implications, where they were placed on Sept. 3, 2003.
The 'B' short-term corporate credit rating on VU was affirmed.
     
The rating indication and upgrade follow the announcement that VU
and GE have signed a definitive agreement for the merger of VUE
and NBC. The new company, to be called NBC Universal, will be 80%
owned by GE, with the remainder held by VUE shareholders. VU will
receive at least $3.3 billion (EUR 2.8 billion) in cash and will
transfer about $1.67 billion of VUE's debt to the new entity as
part of the transaction. VU's on-balance-sheet net debt was
EUR 13.7 billion at end-June 2003.

"The transaction will significantly improve VU's credit profile,
to the extent that the group's post-transaction credit metrics
(whether calculated on a proportionate or dividend basis) will
most likely warrant a higher rating," said Standard & Poor's
Milan-based credit analyst Guy Deslondes.
     
At the same time, the group will benefit from sound financial
flexibility, thanks to its 20% stake in Veolia Environnement S.A.
(BBB+/Positive/A-2; formerly Vivendi Environnement S.A.) and its
18% stake in NBC Universal, which can be monetized from 2006
onward.
     
Standard & Poor's expects VU to use the cash proceeds from the
merger transaction primarily to repay or renegotiate its senior
secured bank debt. In addition, the group's equity stakes in NBC
Universal (valued by management at EUR 7.7 billion) and Veolia, as
well as its highly valued economic interest in Cegetel, provide
significant recovery prospects for all VU debt holders.
     
"These elements, combined with the limited debt at VU's main
subsidiaries, are sufficient to warrant an equalization of the
ratings on the group's senior unsecured debt (about EUR 7 billion
at end-June 2003, excluding VUE) with the corporate credit
rating," added Mr. Deslondes.


WACHOVIA BANK: S&P Assigns Prelim. Low-B's on Six Note Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Wachovia Bank Commercial Mortgage Trust's $1.01 billion
commercial mortgage pass-through certificates series 2003-C7.
     
The preliminary rating is based on information as of Oct. 9, 2003.
Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
     
The preliminary ratings reflect the credit support provided by the
subordinate classes of certificates, the liquidity provided by the
trustee, the economics of the underlying loans, and the geographic
and property type diversity of the loans. Standard & Poor's
analysis determined that, on a weighted average basis, the pool
has a debt service coverage of 1.50x, a beginning loan-to-value
(LTV) ratio of 93.5%, and an ending LTV ratio of 77.6%.
     
            Wachovia Bank Commercial Mortgage Trust

     Commercial mortgage pass-through certs series 2003-C7

     Class             Rating            Amount
     A-1               AAA          414,605,000
     A-2               AAA          418,064,000
     B                 AA            27,840,000
     C                 AA-           11,389,000
     D                 A             25,309,000
     E                 A-            13,920,000
     F                 BBB+          17,717,000
     G                 BBB           12,654,000
     H                 BBB-          15,185,000
     J                 BB+           11,389,000
     K                 BB             6,327,000
     L                 BB-            6,327,000
     M                 B+             5,062,000
     N                 B              5,062,000
     O                 B-             3,797,000
     P                 N.R.          17,717,247
     X-C*              AAA       1,012,364,247
     X-P*              AAA         888,184,000

     * Interest only class.    Notional amount.


WACKENHUT CORRECTIONS: Adopts Shareholder Rights Plan
-----------------------------------------------------
Wackenhut Corrections Corporation (NYSE: WHC) has adopted a
Shareholder Rights Plan.  The Rights Plan, which is similar to
those adopted by many public companies, is designed to protect
long-term shareholder value, to help ensure that all shareholders
receive fair and equal treatment in the event of any proposed
takeover and to guard against partial tender offers, squeeze-outs,
open market accumulations and other coercive takeover tactics
which may be used to gain control of WCC without paying all
shareholders a fair control premium.

George C. Zoley, Chairman and Chief Executive Officer of WCC,
said: "WCC believes shareholder rights plans allow public
companies to better preserve and enhance shareholder value.  The
WCC Shareholder Rights Plan will help to ensure that any proposed
transaction involving WCC is in the best interests of all WCC
shareholders."  Mr. Zoley noted that the adoption of the Rights
Plan is simply a matter of good corporate planning and that it is
not in response to any specific known effort to acquire control of
WCC.

In connection with the adoption of the Rights Plan, WCC's Board of
Directors declared a dividend of one preferred stock purchase
right for each outstanding share of WCC's Common Stock.  The
distribution of the rights will be made on October 23, 2003, and
is payable to shareholders of record at the close of business on
that date.  Initially, the rights are represented by Common Stock
certificates and are not exercisable.  Under certain
circumstances, each of the rights will entitle the holder to
purchase one-thousandth (1/1000) of a share of a newly designated
series of preferred stock of WCC.  The rights will expire on
October 9, 2013.

In general, the rights will be exercisable if a person or group
becomes the beneficial owner of 15% or more of WCC's Common Stock
or commences, or publicly announces an intention to commence, a
tender offer or exchange offer which would result in its ownership
of 15% or more of the Common Stock.  In the event that a person or
group were to become the beneficial owner of 15% or more of the
Common Stock, all holders of rights, other than the acquiring
person or group, would, upon the payment of the exercise price, be
entitled to purchase Common Stock of WCC at a 50% discount to the
then-current market price of the Common Stock.  The initial
exercise price of each right is $60.00.  If WCC were to merge into
another company, another company were to merge into WCC (where WCC
is the surviving company and WCC's Common Stock is exchanged for
securities of the other company), or 50% or more of WCC's assets
or earning power were to be sold in one or more related
transactions, each right would entitle the holder of the right,
upon the payment of the exercise price, to purchase common stock
of the acquiring company at a 50% discount to its then-current
market price.

At any time after a person or group becomes the beneficial owner
of 15% or more of WCC's Common Stock, WCC's Board of Directors may
opt to exchange one share of Common Stock for each right, other
than rights held by the acquiring person or group.  WCC's Board of
Directors also may generally redeem the rights at any time until a
person or group becomes the beneficial owner of 15% or more of the
Common Stock.  The redemption price is $0.01 per right.

WCC will mail a summary of the Rights Plan to all shareholders of
record as of October 23, 2003.  In addition, a copy of the Rights
Plan will be filed with the Securities and Exchange Commission as
an exhibit to a current report on Form 8-K.

WCC (S&P, BB- Corporate Credit Rating, Negative) is a world leader
in the delivery of correctional and detention management, health
and mental health services to federal, state and local government
agencies around the globe. WCC offers a turnkey approach that
includes design, construction, financing and operations. The
Company represents government clients in the United States,
Australia, South Africa, New Zealand, and Canada servicing 49
facilities with a total design capacity of approximately 36,000
beds.


WHEREHOUSE ENTERTAINMENT: Selling All Assets for $64 Million
------------------------------------------------------------
Wherehouse Entertainment, Inc., and its debtor-affiliates are
selling substantially all of its assets for $64 million.  
Consequently, the Debtors are asking the U.S. Bankruptcy Court for
the District of Delaware's approval for such sale.

During August and early September, the Debtors relate that they
and their financial advisor FTI Consulting, Inc. diligently worked
to identify those entities that were potential candidates to
acquire the Assets and solicit interest in the sale of the Assets.
In order to ensure that the Assets obtained the greatest possible
marketing exposure, the Debtors and FTI pursued a number of
possible bidders for the Assets. Such extensive marketing efforts
produced a number of interested potential industry and financial
purchasers, many of which executed confidentiality agreements and
engaged in a due diligence review of materials relevant to the
Assets and the Debtors.

On September 12, 2003, the Debtors held the auction at the offices
of their Delaware counsel, Richards Layton & Finger, PA., the
Joint Venture and Sun Capital made several competing bids. The
Joint Venture is composed of Trans World Entertainment
Corporation, Hilco Merchant Resources, LLC, Hilco Real Estate,
LLC, Gordon Brothers Retail Partners, LLC and the Ozer Group LLC.  
At the conclusion of the auction, the Debtors consulted with their
professionals, counsel to the Unsecured Creditors' Committee and
the chair of the Trade Committee to determine which bid, if any,
should be the basis for exclusive negotiations.  In reviewing and
analyzing the bids, the parties concluded that the Joint Venture's
bid for the Assets was the best offer.

The Parties have agreed that the Debtors will retain the Joint
Venture as their agent to sell substantially all of their Assets,
other than certain Excluded Assets.  The Agreement provides that
the Debtors will receive about $43 million in guaranteed
consideration of these sales. The Assets to be sold exclude:

     (a) accounts receivable,

     (b) cash and cash equivalents,

     (c) causes of action other than those related to the Assets
        (e.g., the estates retain bankruptcy avoiding powers),

     (d) directors' and officers' insurance policies and related
         contracts and claims and

     (e) certain real property located in Tucson, Arizona, which
         is the only property owned in fee by the Debtors.

Overall, the Debtors believe that the asset sale proceeds will be
sufficient to pay in full all administrative costs, including
postpetition trade credit, all priority taxes and provide a modest
recovery to their secured trade creditors on account of their
prepetition secured claims.

Wherehouse Entertainment, Inc., sells prerecorded music,
videocassettes, DVDs, video games, personal electronics, blank
audio cassettes and videocassettes, and accessories. The Company
filed for chapter 11 protection on January 20, 2003, (Bankr. Del.
Case No. 03-10224). Mark D. Collins, Esq., and Paul Noble Heath,
Esq., at Richards Layton & Finger represent the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $227,957,000 in total assets and
$222,530,000 in total debts.


WILLIAMS COS.: Begins Service on Northwest Pipeline Expansion
-------------------------------------------------------------
Williams (NYSE: WMB) has brought into service an expansion on its
Northwest Pipeline interstate natural gas system.  The Evergreen
Expansion results in an additional 276,625 dekatherms per day of
contracted firm transportation that serves market growth in the
state of Washington.

This is the first of three expansion projects that Williams
expects to bring into service this year on its Northwest Pipeline
and Transco systems.

The Evergreen Expansion, which was completed on schedule, included
construction and installation of approximately 28 miles of 36-inch
mainline and an additional 64,160 horsepower at four compressor
stations in Washington's Sumas-Chehalis Corridor.  Related work on
Northwest Pipeline's Columbia Gorge facilities is on schedule for
completion by November.

"Expansions on our Northwest Pipeline system this year, including
Evergreen and the upcoming Rockies project, will provide critical
infrastructure to meet the natural gas requirements in the Pacific
Northwest," said Doug Whisenant, senior vice president of
Williams' natural gas pipeline business.  "In the Northeast, where
Williams' Transco system delivers more than half of the natural
gas consumed in major metropolitan areas in New York, New Jersey
and Pennsylvania, we expect to bring new capacity into service in
November via our Trenton-Woodbury expansion.  These projects are
examples of Williams' commitment to provide reliable
transportation service to fully meet the needs of our customers."

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


WINN-DIXIE: Moody's Puts All Ratings Under Review For Downgrade
---------------------------------------------------------------  
Moody's Investors Service placed all ratings of Jacksonville,
Florida-based supermarkets operator Winn-Dixie Stores, Inc. under
review for downgrade. These are:

     - $300 million 8.875% senior notes (2008) of Ba2,
     - $1.0 billion senior unsecured shelf of (P)Ba2,
     - Senior implied rating of Ba1, and
     - Long-term issuer rating of Ba2.

Moody's does not rate the current $300 million secured revolving
credit facility. Approximately $300 million of debt securities are
affected.

According to Moody's, the review is prompted by:

     (1) increasing concern that the company's financial
         flexibility has started to deteriorate after two quarters
         of poor operating performance,

     (2) the challenges in winning back customers through
         narrowing the price gap with efficient competitors such
         as Publix (not rated) and the Wal-Mart (senior unsecured
         rating of Aa2) supercenter format, and

     (3) revenue pressures that have confronted the traditional
         supermarkets since alternative grocery retailers started
         becoming prominent.

The review will consider the likely near-term operating results,
including the possibilities that underperforming stores may be
closed or the company may divest unutilized real estate, says
Moody's. The review also will consider the company's competitive
position over the medium-term because Winn-Dixie directly
confronts several respected grocery retailers in its Southeastern
operating region.

If the rating agency comes to believe that lower operating cash
flow will cause permanent deterioration of key debt protection
measures such as lease adjusted leverage or fixed charge coverage,
then the ratings will be downgraded, relates Moody's.


WORLDCOM: Court Approves Settlement Agreement with Time Warner
--------------------------------------------------------------
Worldcom Inc., and its debtor-affiliates are parties to various
prepetition contracts with Time Warner Telecom Holdings, Inc. and
several of its affiliated entities whereby each party purchases
certain telecommunications services from the other.  Time Warner
has filed proofs of claim against the Debtors in excess of
$13,000,000 and alleges that the Debtors owe $11,646,082 in
outstanding prepetition balance for the services it provided
pursuant to the Agreements.  The Debtors deny owing a portion of
the amount.

The Debtors allege that Time Warner owes $4,795,346 in
outstanding prepetition debt and $6,165,992 in outstanding
postpetition debt for a total of $10,961,338 in outstanding debt
for services which they provided to Time Warner.  Time Warner,
however, disputes owing a portion of the total amount.

The Debtors also allege that Time Warner unilaterally set off its
prepetition debt against certain prepetition amounts due it.  
Time Warner disagrees with the Debtors' position.

The Debtors and Time Warner also disagree as to the amounts that
the Debtors would be required to pay to assume a Master Capacity
Agreement, as amended, between MCI Network Services, Inc. and
Time Warner Telecom General Partnership.  While the Debtors
believe that they would be required to pay $5,100,000 as a cure
amount, Time Warner believes the Debtors are required to pay
$5,900,000 instead.

The Parties also disagree as to the amount of rejection damages
that the Debtors owe for those circuits and contracts that they
have rejected.

To lay these disputes to rest, the Parties negotiated a
settlement that provides for these terms and conditions:

   (a) Time Warner's undisputed prepetition debt will be
       $6,525,131 and the Debtors' undisputed prepetition debt
       will be $11,460,754;

   (b) The Debtors will make a $2,000,000 cash payment to Time
       Warner in order to assume the Master Capacity Agreement.  
       The Debtors' prepetition debt will be reduced to
       $9,460,754;

   (c) The Parties will offset $6,525,131 of their prepetition
       debts, therefore reducing the Debtors' prepetition debt to
       $2,935,623 and Time Warner's prepetition debt to $0;

   (d) Upon Time Warner's issuance of certain credits to the
       Debtors, the Debtors' prepetition debt will be reduced to
       $1,250,000 and Time Warner will have an allowed general
       unsecured claim against the Debtors for such amount;

   (e) Time Warner will also have an allowed general unsecured
       claim against the Debtors for rejection damages resulting
       from the rejection of certain Agreements.  The rejection
       damages amount will be equal to the properly calculated
       termination liability associated with the rejected
       contracts or circuits.  The Parties will resolve any
       disputes over the rejection damages due Time Warner.  For
       any additional services or contracts that the Debtors
       reject, the rejection damages will be calculated in the
       same manner and the Parties will attempt to resolve any
       disputes.  Time Warner will have an allowed general
       unsecured claim for such rejection damages;

   (f) Time Warner will apply a credit for $328,000 to the
       Debtors' final rejection damage payment;

   (g) Time Warner will promptly withdraw its objection to the
       Plan and adjust its proofs of claim to reflect the
       Settlement terms;

   (h) The Debtors will:

         (i) correct a reconciliation difference between the
             Parties by moving $369,816 from Time Warner's
             postpetition debt to its prepetition debt;

        (ii) correct a $1,157,884 payment application, which was
             previously applied to Time Warner's prepetition
             debt, by applying the amounts to Time Warner's
             postpetition debt;

       (iii) provide a $900,000 credit against Time Warner's
             postpetition debt; and

        (iv) credit an additional $127,279 to Time Warner's
             postpetition debt in exchange for Time Warner's
             payment of previously disputed postpetition debt for
             $166,598;

   (i) The Parties will execute mutual releases with respect to
       all prepetition claims and causes of action and all
       postpetition disputes relating to the services rendered up
       to and including June 30, 2003.  The Parties reserve and
       will not waive any postpetition claims which are not
       disputes for services rendered through June 30, 2003; and

   (j) The Debtors will assume the Master Capacity Agreement.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, asserts that the Settlement is fair and
reasonable.  Absent the Settlement, Mr. Perez says, the Parties
might require extensive judicial intervention to resolve their
many disputes.  Litigation would be costly, time-consuming, and
distracting to management and employees alike.

At the Debtors' request, the Court approved the parties'
Settlement Agreement. (Worldcom Bankruptcy News, Issue No. 39;
Bankruptcy Creditors' Service, Inc., 609/392-0900)   


WYNDHAM INT'L: Hosting Third-Quarter Conference Call on Nov. 11
---------------------------------------------------------------
Wyndham International, Inc. (AMEX:WBR) will hold its third quarter
2003 earnings conference call at 10:00 a.m. CST on Tuesday,
Nov. 11, 2003.

A live Web cast of the call can be accessed at
http://www.wyndham.com with a replay available on the Web site. A  
replay of the call will also be available by telephone from 1:00
p.m. CST on Nov. 11, until 10:59 p.m. CST on Nov. 18, 2003, by
calling (800) 642-1687 in the U.S. or (706) 645-9291
internationally, with access code 3059055.

Wyndham International, Inc. offers upscale and luxury hotel and
resort accommodations through proprietary lodging brands and a
management services division. Based in Dallas, Wyndham
International owns, leases, manages and franchises hotels and
resorts in the United States, Canada, Mexico, the Caribbean and
Europe. For more information, visit http://www.wyndham.com  

As reported in Troubled Company Reporter's May 14, 2003 edition,
Hospitality Properties Trust (NYSE: HPT) terminated Wyndham
International's occupancy and operations of 12 Wyndham hotels.

HPT has two leases with WBR subsidiaries: one lease includes 15
Summerfield by Wyndham hotels; the second lease includes 12
Wyndham hotels. On April 1, 2003, WBR failed to pay rent due HPT
under these leases. On April 2, 2003, HPT declared WBR in default
and simultaneously exercised its rights to retain certain
collateral security HPT held for the WBR lease obligations,
including security deposits of $33 million (which were not
escrowed) and capital replacement reserves totaling about $7
million (which were previously escrowed). On April 28, 2003, HPT
terminated WBR's occupancy of the 15 Summerfield hotels and
appointed Candlewood Hotel Company as manager of those hotels.

HPT terminated WBR's occupancy of the 12 Wyndham hotels. Starting
Monday, these 12 hotels are being operated for HPT's account under
a management agreement with Crestline Hotels & Resorts, Inc.
Crestline Hotels & Resorts is a USA subsidiary of the Spanish
hotel company Barcelo Corporacion Empresarial, S.A.


* FTI Consulting Reaches Pact to Acquire Ten Eyck Associates
------------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), the premier national provider of
turnaround, bankruptcy and litigation-related consulting services,
has reached an agreement to acquire the operations and assets of
Ten Eyck Associates. The transaction is expected to close on or
before October 31, 2003.

Ten Eyck is a highly regarded consulting group that specializes in
Securities and Exchange Commission investigations and securities
law litigation, SEC accounting and enforcement consulting, fraud
investigations, accountants malpractice, director and officer
liability issues, financial and accounting crisis management,
strategic advice, and other financial litigation consulting
services. Founded in 1993 and managed by Ernest Ten Eyck, former
Assistant Chief Accountant of the SEC from 1974 to 1980 and
nationally recognized accounting and SEC expert, Ten Eyck
comprises a seasoned team of 20 billable professionals averaging
more than 25 years of experience at the SEC and in national
accounting firms and businesses located in Washington, D.C., and
King of Prussia, Penn. Ten Eyck's business mix is heavily weighted
toward engagements on behalf of the top securities counsels in the
country and a broad spectrum of corporate clients, including work
for boards of directors, audit and special committees,
individuals, and public and private companies.

Ten Eyck has offices in Washington, D.C., and King of Prussia. Roy
Van Brunt heads up the Washington, D.C., office that is staffed
with a number of former SEC accounting professionals from the
SEC's Enforcement and Corporation Finance divisions. Ten Eyck's
recent growth has been due to its specialized SEC expertise and a
growing demand for its services resulting from Sarbanes Oxley
accounting requirements, Public Company Accounting Oversight Board
and SEC-related actions, increased focus on technical accounting
issues, and corporate malfeasance.  Mr. Ten Eyck, Mr. Van Brunt,
and certain other members of Ten Eyck management will enter into
four-year employment agreements with FTI. Ten Eyck's revenues for
the preceding 12 months were approximately $8.5 million. The
acquisition is expected to be slightly accretive to FTI's earnings
per share in 2003 and 2004, assuming completion by October 31,
2003. Further details of the transaction were not disclosed.

Commenting on the acquisition, Jack Dunn, FTI's chairman and chief
executive officer, said, "The combination of our two firms
increases FTI's depth and critical mass in Sarbanes Oxley and
related forensic and investigative consulting services in an
expanding market. It also creates valuable synergies that will
enable us to leverage our complementary skills and deep
professional resources nationwide while enhancing FTI's national
and international regulatory consulting expertise."

Stewart Kahn, president and chief operating officer of FTI,
commented, "Ten Eyck's established relationships in the legal
community also offer significant opportunities for FTI Consulting
to perform an even broader range of investigative and forensic
assignments. When fully integrated with our existing practices
serving these markets, we will have the expertise, size and
national scope to meet the needs of the largest engagements in
this area. We look forward to expanding this platform to continue
the growth of our investigative business."

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

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

Ten Eyck Associates is on the Internet at http://www.ten-eyck.com


* Hunton & Williams Atlanta Office Continues Expansion
------------------------------------------------------
Hunton & William LLP announced the expansion of its Atlanta office
with the creation of a Lending Services Practice Group, and the
continued growth of both its Corporate Technology and Labor Teams.

Joining Hunton & Williams from Smith Gambrell and Russell are
partners Bruce W. Moorhead and John R. Schneider and counsel Greta
T. Griffith. Kurt A. Powell, Managing Partner of the Atlanta
office, commented, "We are excited to have Bruce, John and Greta
join our firm. The addition of this group will complement and
strengthen the firm's existing corporate finance and lending
practice. We also anticipate this move will result in greater
opportunities for representation of national financial institution
clients."

Moorhead was a partner in SGR's Corporate Section, where he served
as Corporate Department Head. His practice is concentrated in
corporate and commercial finance, and he has extensive experience
representing financial institutions and intermediaries in
connection with the resolution of problem loans, as well as DIP
and exit financing. Moorhead is a founding member of the Georgia
Financial Attorneys Conference. He also served as Managing Partner
of SGR's Washington, DC office. In addition, he is a community
leader, serving as Chairman of the Board for The Bridge, an
organization serving Georgia's abused and neglected adolescents.
Moorhead received his B.B.A. with distinction from the University
of Wisconsin-Madison, and his J.D. with distinction from Emory
University School of Law.

Schneider was also a partner in the SGR's Corporate Section,
representing banks and other financial institutions in connection
with corporate and asset based lending transaction and asset
securitizations. Additionally, he regularly advises lending
clients with respect to troubled loans, work-outs and loan
restructuring matters. Schneider has significant experience
advising public and private companies in connection with
acquisitions, divestitures and other significant corporate
transactions, including tender offers, stock-for-stock mergers,
proxy contests, cash mergers, restructurings, spin-offs and stock
and asset acquisitions and dispositions, including cross-border
transactions. He earned his B.A. magna cum laude from St. John's
University, and his J.D. from the University of Georgia.

Griffith was a partner in her former firm's Bankruptcy/Creditors'
Rights Section. She concentrates on commercial/secured lending and
other transactional work. During her first year of practice, she
worked extensively on the TWA bankruptcy case. Griffith received
her B.A. magna cum laude from Clemson University, and her J.D. cum
laude from Georgetown University Law Center.

Together, Moorhead, Schneider and Griffith led the financial
institution lending service practice at Smith Gambrell. Commenting
on the decision to move to Hunton & Williams, Moorhead explained,
"With Hunton & Williams, we see an opportunity to offer our
financial institution clients a broad array of services across
multiple markets where both Hunton & Williams and our clients have
an established presence."

In addition to the new lending services practice, the firm has
bolstered its Corporate Technology and Labor and Employment
practices too.

Timothy R. Dodson has joined the firm as counsel on the Corporate
Technology Team. Dodson previously served as Vice President,
General Counsel and Secretary of WebTone Technologies, Inc., an
Atlanta-based software provider. Dodson has extensive experience
in mergers and acquisitions, technology licensing and other
technology agreements. He received his B.A. in Economics magna cum
laude from Princeton University, his J.D. from Vanderbilt Law
School, and an M.B.A. from Harvard Business School.

Jon Neiditz has joined Hunton & Williams as counsel on its Labor
and Employment Law Team. Before joining the firm, Neiditz led
PriceWaterhouseCoopers' HIPAA and Privacy Advisory Services to
employers. Neiditz's practice will focus on privacy and human
resources information matters, particularly in healthcare,
insurance, government and pharmaceuticals. Neiditz is a nationally
recognized leader on privacy and HIPAA issues and will work
closely with the Hunton & Williams Center for Information Policy
Leadership, which provides thought leadership, solution
development and strategic legal counseling on all aspects of
information policy, privacy, security and management. Neiditz
holds a B.A. magna cum laude from Dartmouth College and a J.D.
from Yale Law School.

"We are committed to the continued growth of the Atlanta office
and are truly excited about these additions," added Powell. "Our
success in attracting such talented lawyers was the result of
great cooperation and teamwork and is consistent with our firm's
strategic growth plan."

Hunton & Williams provides legal services to corporations,
financial institutions, governments and individuals as well as a
broad array of other entities. Since its establishment in 1901,
Hunton & Williams has grown to over 850 attorneys serving clients
in 80 countries from 17 offices around the world. While Hunton &
Williams' practice has a particular emphasis on corporate
transactions, corporate and structured finance, energy and
environmental law, governmental relations and commercial
litigation, the firm's expertise extends to more than 50 separate
practice areas.


* BOND PRICING: For the week of October 13 - 17, 2003
-----------------------------------------------------

Issuer                                Coupon   Maturity  Price
------                                ------   --------  -----
Advantica Restaurant                  11.250%  01/15/08    57
AK Steel Corp.                         7.750%  06/15/12    68
AK Steel Corp.                         7.875%  02/15/09    69
American & Foreign Power               5.000%  03/01/30    65
AMR Corp.                              9.000%  09/15/16    75
AnnTaylor Stores                       0.550%  06/18/19    69
Burlington Northern                    3.200%  01/01/45    53
Calpine Corp.                          7.750%  04/15/09    72
Calpine Corp.                          7.875%  04/01/08    73
Calpine Corp.                          8.500%  02/15/11    73
Calpine Corp.                          8.625%  08/15/10    72
Coastal Corp.                          6.950%  06/01/28    72
Coastal Corp.                          7.420%  02/15/37    75
Comcast Corp.                          2.000%  10/15/29    33
Continental Airlines                   7.568%  12/01/06    71
Cox Communications Inc.                0.348%  02/23/21    72
Cox Communications Inc.                2.000%  11/15/29    33
Crown Cork & Seal                      7.500%  12/15/96    75
Cummins Engine                         5.650%  03/01/98    68
Delta Air Lines                        7.900%  12/15/09    74
Delta Air Lines                        8.300%  12/15/29    64
Delta Air Lines                        9.000%  05/15/16    68
Delta Air Lines                        9.250%  03/15/22    66
Delta Air Lines                        9.750%  05/15/21    66
Delta Air Lines                       10.375%  12/15/22    67
Dynex Capital                          9.500%  02/28/05     1
El Paso Corp.                          7.750%  01/15/32    75
Elwood Energy                          8.159%  07/05/26    72
Fibermark Inc.                        10.750%  04/15/11    70
Finova Group                           7.500%  11/15/09    49
Gulf Mobile Ohio                       5.000%  12/01/56    70
Internet Capital                       5.500%  12/21/04    63
Kaiser Aluminum                        9.875%  02/15/49    74
Kaiser Aluminum                       10.875%  10/15/06    74
Level 3 Communications Inc.            6.000%  09/15/09    65
Level 3 Communications Inc.            6.000%  03/15/10    64
Liberty Media                          3.750%  02/15/30    62
Liberty Media                          4.000%  11/15/29    65
Lucent Technologies                    6.450%  03/15/29    70
Lucent Technologies                    6.500%  01/15/28    70
Mirant Corp.                           5.750%  07/15/07    53
Missouri Pacific Railroad              4.750%  01/01/30    71
Missouri Pacific Railroad              5.000%  01/01/45    66
Northern Pacific Railway               3.000%  01/01/47    51
Northwest Airlines                     7.875%  03/15/08    75
NTL Communications Corp.               7.000%  12/15/08    19
Orbital Imaging                       11.625%  03/01/05    50
RCN Corporation                       10.125%  01/15/10    46
Revlon Consumer Products               9.000%  11/01/06    70
Scotia Pacific Co.                     6.550%  01/20/07    67
Solutia Inc.                           7.375%  10/15/27    66
Titan Wheel International              8.750%  04/01/07    57
Universal Health Services              0.426%  06/23/20    64
US Timberlands                         9.625%  11/15/07    64
Worldcom Inc.                          6.400%  08/15/05    34
Xerox Corp.                            0.570%  04/21/18    65

                         *********

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

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

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

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

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

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

                          *********

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

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

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

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

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

                *** End of Transmission ***